1 Exhibit 10.38 [LOGO] ___________________ GLOBAL AIRLINE DISTRIBUTION AGREEMENT _ __________________________________ (c) Copyright Galileo International Partnership 1993 GALILEO...

1
Exhibit 10.38

[LOGO]

_____________________________________
GLOBAL AIRLINE DISTRIBUTION AGREEMENT
_____________________________________

____________________________________________________
(c) Copyright Galileo International Partnership 1993

GALILEO INTERNATIONAL GLOBAL AIRLINE DISTRIBUTION AGREEMENT

GUIDELINES FOR PARTICIPANTS

The details given below are designed to make it as easy as possible for you to
fill in the relevant parts of the new Galileo International Global Airline
Distribution Agreement. In the event of any doubt, please do not hesitate to
contact a member of the Galileo International Airline Sales and Marketing team
using the contact names and numbers attached.

Please remember that both copies of the agreement must be filled in, signed and
returned to the address provided at the end of this document.

The agreement will become effective only when both copies of the agreement are
counter-signed by Galileo International Partnership. At this stage, one complete
document will be returned to you for your records. The commencement date will be
the date of counter-signature.

MAIN AGREEMENT

PAGE 1

i) Please do not fill in the date on the agreement - this will be
completed by Galileo International after receipt of the returned
contract.

ii) Please complete or make any necessary corrections to:
- Your full legal company name
- The nationality of your company
- The full address of your Head Office

Please do not use P.O. Box numbers if this can be avoided.

Example:

This Agreement is made as of the _________ day of ____________________,
19 _____ among GALILEO INTERNATIONAL PARTNERSHIP, a Delaware general
partnership whose principal place of business is located at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ("Galileo International
Partnership"), GALILEO INTERNATIONAL, LTD. a company organized under
the laws of England and Wales, whose principal place of business is
located at Windmill Hill, Swindon, England, SN5 6PH ("The Galileo
Company") and ZZ AIRLINES LIMITED , a RURITANIAN company whose
principal place of business is located at SOMEWHERE STREET, SOMEWHERE
TOWN, SOMEWHERE POSTAL CODE, SOMEWHERE COUNTRY ("Participant").

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PAGE 18 ARTICLE 23 NOTICES

Please complete the title and address of the person in your organization to whom
any of the legal notices required under this Agreement should sent. This will
normally be your Company Secretary. We advise that you do not use actual names
but job titles since, during the course of this agreement, personnel may change.

PAGE 20 SIGNATURES

Signatures should be in ink with the full name, job title and date of signature
clearly written in capital letters.

Upon return, both copies of the agreement will be counter-signed both by The
Galileo Company and by the Galileo International Partnership.

SCHEDULES

SCHEDULE 1 BASIC STANDARD SERVICES

PAGE 21 CLAUSE 1 AVAILABILITY STATUS ("AVS") MESSAGES

You must select one of the four options A-D listed whether or not you also
select one of the Galileo International optional display services in Schedule 4
on page 29.

Galileo International can accept all alpha AVS message formats as defined in
Chapter 4 of the IATA Reservations Interline Message Procedures - Passenger,
17th Edition.

OPTION A SEGMENT LIMIT SALES

Selection of this option will result in the System interpreting your
AVS messages as affecting only the points stated in such AVS messages.
These AVS messages will not affect sales into, out of, or through the
points stated (i.e. 'L' status codes such as 'LR', 'LL', 'LC', 'LN'
etc. are used).

OPTION B FULL SEGMENT AVAILABILITY

Selection of this option will result in the System interpreting your
AVS messages as applying to all segments affected by the pair of points
stated in such AVS messages, including all points into, out of and
through the points stated.

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Guidelines for Participants

OPTION C FIRST CLOSING AVAILABILITY

Selection of this option will result in the System operating in the
same way as Full Segment Availability except that once an AVS message
is sent to close out a direct flight, your host reservation system will
not send a subsequent AVS message to reopen the flight if seats have
subsequently become available.

The exception to this is shown under Clause 2B whereby Galileo
International will reopen your direct flights for sale on receipt of an
'AS' message from your host reservation system.

OPTION D NO AVAILABILITY STATUS

This option will cause only your schedules and classes to be displayed
but with no availability shown. Therefore, no AVS messages will be sent
from your host reservation system to Galileo International.

Galileo International recommends that you select either Option A or B since
these provide the best opportunity for your airline to maximize sales from
Galileo International Subscribers.

PAGE 22 CLAUSE 3 QUOTASALE

Please fill in your desired quotasale level by class. This will determine the
maximum number of seats which Galileo International will allow an individual
Galileo International Subscriber to book on one of your services in one single
transaction.

The normal levels are either 9, 7 or 4 depending on class (e.g. 4 seats in
Business Class, 7 seats in all others) and depending on the average size of
aircraft operated by your airline.

Note: If no details are provided by you in Clause 3, Galileo International
will assume a quotasale level in all classes of four seats.

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PAGE 22 CLAUSE 4 BASIC BOOKING SERVICE SELECTION

As a Participant you must select one of the options (i), (ii) or (iii) listed
whether or not you also select one of the Galileo International optional
services detailed in Schedules 6, 7, 11 and/or 12.

Galileo International recommends Option (i) - Standard Sell basis 'SS' or 'NN'.

Your reporting address for your host reservation system should be entered in
order that all booking messages from Galileo International are correctly sent to
your host reservation system. An example might be HDQRMZZ where ZZ is the
airline two-letter code.

SCHEDULE 4 OPTIONAL SERVICES

PAGE 29

This Schedule outlines all of the Optional Services currently available to
Participants. Each Optional Service listed has a corresponding Schedule
outlining in further detail the service and the unique terms and conditions on
which it is provided. Of course, all of the terms and conditions within the main
body of the agreement also apply to Optional Services.

In order to make your selection of Optional Services, PLEASE INITIAL IN THE
SPACE PROVIDED NEXT TO YOUR CHOSEN SERVICE. Please note that in certain cases
for technical reasons, the selection of one optional service requires selection
of another and this is clearly indicated on the Schedule.

This Schedule 4 must also be signed in ink with the date, full name and job
title of the signatory clearly written in capital letters.

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CHECK LIST/NEXT STEPS

Before despatching the two copies of the agreement, please check that the
following pages in both copies have been completed correctly and have been
signed or initialed as appropriate.

Page 1 Company Legal Name and Address
Page 18 Title and Address for Legal Notices
Page 20 Signature, Name, Title and Date
Page 21 Schedule 1 - Clause 1 -Selling Agreement Basis
Page 22 Schedule 1 - Clause 3 -Quotasale Level(s)
Page 22 Schedule 1 - Clause 4 -Booking Basis
Page 23 - Reporting Address
Page 29 Schedule 4 - Optional Services required
Signature, Name, Title and Date
Please initial next to each Optional Service required in the
box provided.

Please send BOTH completed copies by registered mail or courier to:

▇▇▇▇▇ ▇▇▇▇▇▇▇
General Manager, Airline Sales and Marketing
Galileo International
▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇

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GALILEO INTERNATIONAL

GLOBAL AIRLINE DISTRIBUTION AGREEMENT

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INDEX OF ARTICLES AND SCHEDULES

ARTICLE PAGE

Introduction 1

1. Definitions 1

2. Duties of Galileo International 4

3. Duties of Participant 5

4. Charges 8

5. Payment 8

6. Taxes 9

7. Proprietary Rights 10

8. Confidentiality 11

9. Duration and Termination 11

10. Bankruptcy 13

11. Indemnification 14

12. Representations and Warranties 14

13. Force Majeure 15

14. Headings 15

15. Waiver 15

16. Invalidity 16

17. Assignment 16

18. Non-Exclusivity 16

19. Expenses 16

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20. Governing Law 16

21. Independent Contractors 17

22. Entire Agreement 17

23. Notices 17

24. Non-English Versions 18

25. Counterparts 18

26. Contingent Services 19

SCHEDULE PAGE

1. Basic Standard Services 21

2. Charges for Basic Standard Services 25

3. Territory 1 Geographical Locations 27

4. Optional Services 29

5. Charges for Optional Services 33

6. Interactive Display 37

7. Numeric Availability Status (NAVS) 39

8. Class Selection 43

9. Point Of Sale 45

10. Inside Availability 47

11. Interactive Sell 49

12. Positive Acknowledgement 51

13. Seat Assignment 55

14. Boarding Pass 57

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15. Servicing Facility via Airline Servicing Terminal 59

16. Servicing Facility via Borrow Booking File 61

17. Claim PNR 63

18. Complete Booking Record 65

19. Booking Information 67

20. Ticketing Information 69

21. Participant Briefing 71

22. GlobalFares 73

23. Drop Through - Limited Access 77

24. Drop Through - Full Access 81

25. Ticketing Facility 85

26. Migration 87

27. Europe 91

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GALILEO INTERNATIONAL

GLOBAL AIRLINE DISTRIBUTION AGREEMENT

This Agreement is made as of the _________ day of ____________________, 19 _____
among GALILEO INTERNATIONAL PARTNERSHIP, a Delaware general partnership whose
principal place of business is located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ("Galileo International"), GALILEO INTERNATIONAL LIMITED, a
company organised under the laws of England and Wales, whose principal place of
business is located at Windmill Hill, Swindon, England, SN5 6PH ("Limited") and
Americana de Aviacion a ___________________ company whose principal place of
business is located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("Participant").

INTRODUCTION

WHEREAS, Galileo International provides computerised reservations and ticketing
and other services.

WHEREAS, Participant wishes to purchase services from Galileo International, and
Galileo International is willing to allow Participant to do so under the terms
and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual obligations set
forth below, Galileo International, Limited and Participant hereby agree to
abide by the terms and conditions of this Agreement.

1. DEFINITIONS

As used in this Agreement, the terms listed below shall be defined as follows:

"Active Confirmed Segment" means a Direct Flight Segment that has a filed status
code of HK in the System and for which a message has been transmitted from the
System.

"Affiliate" means, with respect to any entity at any time, a Person (i) that at
such time owns or controls, directly or indirectly, 50% or more of the capital
stock (or other ownership interest, if not a corporation) of such entity
ordinarily having voting rights, (ii) 50% or more of whose capital stock (or
other ownership interest, if not a corporation) ordinarily having voting rights
at such time is owned or controlled, directly or indirectly, by such entity or
(iii) 50% or more of whose capital stock (or other ownership interest, if not a
corporation) ordinarily having voting rights at such time is owned or
controlled, directly or indirectly, by another Person that at such time owns or
controls, directly or indirectly, 50% or more of the capital stock (or other
ownership interest, if not a corporation) of such entity ordinarily having
voting rights.

"Agreement" means this Agreement and its Schedules, as amended or supplemented
from time to time.

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"AIRIMP" means the ATA/IATA Reservations Interline Message Procedures.

"ARINC" means Aeronautical Radio, Inc.

"ATA" means the Air Traffic Association of America.

"AVS" means Availability Status.

"Booking File" means a record stored in the System that relates to a booking.

"Cancel" means any entry by a Galileo International Subscriber in the System
that causes a Direct Flight Segment to be deleted from a Booking File. Cancels
shall be counted on a per passenger, per Direct Flight basis.

"CRS" means a computerised reservation system or computerised reservation
systems, as applicable, except that the term "CRS" shall not refer to a system
to the extent that it is used solely as an internal reservations system.

"Direct Flight" means a flight, either non-stop or stopping, operated by a
single aircraft between two locations.

"Direct Flight Segment" means an entry by or on behalf of a Galileo
International Subscriber which results in a segment in a Booking File from which
can be determined desired travel of a passenger or passengers for a flight of
Participant, either non-stop or stopping, operated by a single aircraft between
two locations, counted on a per passenger per segment basis.

"Equipment" means any computer equipment and/or any software that Galileo
International has authorised Participant to connect either directly or
indirectly to the System for the purposes of the service described in Schedule
15.

"Galileo International Software" means the software used in or with the System
that is owned or licensed, in whole or in part, directly or indirectly by
Galileo International or its predecessors (including but not limited to all
software supplied by Galileo International or its predecessors for use by
Participant in conjunction with the System, including any such software modified
by Participant with the consent of Galileo International or its predecessors).

"Galileo International Subscriber" means any Person that is authorised to use
the System.

"IATA" means the International Air Transport Association.

"Input" means any entry by a Galileo International Subscriber in the System
whereby a Direct Flight Segment is added in a new or an existing Booking File,
or whereby the status code is changed in an existing Booking File, counted on a
per passenger, per Direct Flight basis, except that it shall not include a
Cancel.

"Marks" means the names "Galileo International", "Galileo", "Apollo",
"Focalpoint", "GlobalFares", and such other trade or service marks that are
owned by Galileo International or any of its Affiliates or distributors.

"Net Passenger Segment" means all Active Confirmed Segments, Passive Segments
and Other Segments less any Cancels.

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"Numeric AVS Message" means an AVS message that indicates the actual number of
seats available for sale.

"Other Segment" means a Direct Flight Segment that is neither an Active
Confirmed Segment nor a Passive Segment, including for example a Direct Flight
Segment requesting space and a Direct Flight segment waitlisting space.

"Participant's CRS" means any CRS that is, either in whole or in part, owned,
operated, or marketed by or on behalf of Participant or any of its Affiliates.

"Participant's System" means the internal reservations system used by
Participant.

"Participating Carrier" means any airline that has entered into a Global Airline
Distribution Agreement with Galileo International.

"Passive Segment" means a Direct Flight Segment that is created in the System
using a "passive" status code, including but not limited to, AK, AL, AN, BK, BL,
BN, GK, GL, GN, or HK, and for which a message has not been transmitted from the
System to Participant's System.

"PNR" means a Passenger Name Record stored in Participant's System.

"Person" means any individual, corporation, partnership, firm, joint venture,
association, joint-stock company, trust, estate, unincorporated organisation,
governmental or regulatory body or other entity.

"Quotasale" means the maximum number of seats that may be sold on a particular
flight/class/date in one transaction as indicated by Participant in Schedule 1.

"Record Locator" means the file reference of a PNR stored in Participant's
System.

"Request" means any request made for work relating to a Booking File to be
carried out by Participant, including but not limited to ticket issuance,
pre-paid ticketing, fare quote and medical assistance.

"Restricted Information" means all data, documentation and materials, either
oral or written, obtained by one party to this Agreement from another party to
this Agreement pursuant to or in connection with this Agreement that relate to
that other party or its customers, that have been designated as confidential by
the other party, and that are in fact confidential in nature; provided, however,
"Restricted Information" does not include: (i) information that has been filed
with, and made public and generally available by, any governmental agency, or
which has otherwise been publicly disclosed; (ii) information already in the
other party's possession; (iii) information made available to the other party by
third parties not known by the other party to be in breach of a confidentiality
obligation; or (iv) any data that is provided by Participant for purposes of
display in the System or that has been generated by or is contained in the
System.

"Schedules" means the schedules attached hereto, as they may be modified or
supplemented by Galileo International from time to time.

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"Shared Designator Carrier" means an air carrier other than Participant, but
only to the extent that it uses Participant's airline designator code.

"SITA" means Societe Internationale de Telecommunications Aeronautiques.

"System" means any CRS operated by Galileo International, not including the
Apollo by Gemini CRS.

"Territory 1" refers to the geographical locations listed in Schedule 3.

"Territory 2" refers to all geographical locations other than those listed in
Schedule 3.

2. DUTIES OF GALILEO INTERNATIONAL

A. Galileo International shall maintain and operate the System and shall
provide to Participant various standard services at the charges set out
in Schedule 2, as it may be amended by Galileo International from time
to time. Depending on the options selected by Participant under
Schedule 1, these services may include, among other things, display of
schedules and fares, building of connections, display of flight
availability status, and provision of booking capability. The scope of
the standard services provided shall be determined, and may be amended
from time to time, by Galileo International. Such standard services
shall not include the optional services listed in Schedule 4.

B. Galileo International shall offer to Participant the optional services
listed in Schedule 4, as it may be amended by Galileo International
from time to time, at the charges set out in Schedule 5, as it may be
amended by Galileo International from time to time. Subject to Article
9.I below, Galileo International may add, modify or delete optional
services offered to Participant at any time. Subject to that right,
Galileo International shall provide Participant with those optional
services selected by Participant on Schedule 4.

C. Subject to Article 9.I, Galileo International shall have the right to
make, at Galileo International's sole discretion, any adjustments,
modifications, or changes to the System or its services. Galileo
International shall give Participant reasonable notice of any
modifications to the System that, in the reasonable judgement of
Galileo International, are likely to have a material adverse impact on
Participant's ability to communicate with or utilise the System.

D. Galileo International shall take reasonable steps to ensure that
service is not interrupted. However, Galileo International reserves the
right to interrupt the operation of the System for technical or
operational reasons; provided, that, Galileo International shall use
reasonable efforts to keep such interruptions as short and infrequent
as practicable.

E. Galileo International shall make available to Participant documentation
and/or information to assist Participant in making modifications as
necessary to enable Participant's System to interface with the System
for the purpose of implementing any optional service selected by
Participant under this Agreement.

F. Galileo International shall pay Type B teletype communications costs
relating to messages generated by the System and sent to Participant's
System that are incurred in connection with the services provided under
this Agreement; provided, that, such communications are supplied by
SITA or ARINC, as selected by Galileo International.

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G. Where Participant uses a computer to computer communications link
between the System and Participant's System, Galileo International
shall offer certain point(s) of entry into the System communications
network and will specify the connectivity parameters that must be used
in order that Participant's System can send and receive Type A and/or
unsecured Type B messages. Subject to Articles 3.F and 3.G. below,
Galileo International will pay all costs of communication between
Participant's point of entry, as specified by Galileo International,
and the System.

H. Upon receipt of documented evidence from Participant of speculative
bookings or other abusive practices by a Galileo International
Subscriber involving the sale of Participant's air transportation
services, Galileo International shall assist efforts by Participant to
initiate appropriate, timely and reasonable remedial measures against
such Galileo International Subscriber.

I. Galileo International shall have no obligation to provide and shall not
provide any services that, in the reasonable opinion of Galileo
International, are inconsistent with or in violation of any act or
order of a governmental authority applicable to Galileo International,
its distributors, Galileo International Subscribers, or Participant.

J. Galileo International shall be entitled to amend the list of
geographical locations contained in Schedule 3.

K. Galileo International shall be entitled to perform any or all of its
obligations under this Agreement and to exercise any or all rights
granted to it under this Agreement through any other Person.

3. DUTIES OF PARTICIPANT

A. Participant shall indicate all appropriate choices, and shall provide
any requested information, on the applicable Schedules below, including
at a minimum Schedules 1 and 4.

B. Participant, at its own cost, shall provide Galileo International with
data that are at least as complete, timely, accurate, and advantageous,
and that are delivered in as favourable a manner, as those it provides
to any other CRS, including Participant's CRS. Participant shall
provide any such data in a format and through a supplier (if a supplier
is used) that are acceptable to Galileo International.

C. Participant shall participate in every CRS in which Galileo
International has a direct or indirect ownership interest in every
country in which services of such a CRS are offered, to the extent that
(i) the display of services does not discriminate against Participant
and (ii) any charges to Participant are not discriminatory.

D. Participant shall ensure that Participant's CRS offers services to all
air carriers with an ownership interest in Galileo International to the
same extent and on terms and conditions that are at least as favourable
as those on which Participant's CRS offers those services to other air
carriers, including Participant.

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E. Participant shall, at its own cost, ensure that any work that is
necessary in order to provide both the standard services and any
optional services selected by Participant (unless it is stated in this
Agreement to be a responsibility of Galileo International) is carried
out in a manner that is at least as complete, timely, accurate and
favourable to Galileo International as the manner in which work is
carried out by or on behalf of Participant with any other CRS,
including Participant's CRS.

F. Participant shall pay all costs and charges relating to communication
between Participant's System and the point of entry, as specified by
Galileo International, to the System communications network, including
but not limited to costs of hardware required at the point of entry and
charges for installation, connection, line rental, usage and
deinstallation.

G. Participant shall pay Type B teletype communications costs relating to
messages generated by Participant's System and sent to the System that
are incurred in connection with the services provided under this
Agreement.

H. Participant shall cause all Galileo International messages from the
System to Participant's System to be processed at no less speed and
priority than equivalent messages from any other CRS, including
Participant's CRS.

I. Participant shall not reject a booking that has been made through the
System where Participant's System has not responded to the System
within twelve (12) hours of the message origination, even though
overbooking may result therefrom and denied boarding compensation may
be required.

J. Participant shall not reject a booking for a passenger that has been
made in the System where that booking has been made via an optional
service described in Schedule 6, 7, 11, or 12.

K. Participant shall accept for transportation any passenger presenting a
ticket that bears an "OK" status and that has been issued as a result
of a booking made through the System, consistent with data in the
System and otherwise in accordance with this Agreement, even though no
record of that booking may exist in Participant's System, overbooking
may result therefrom, and denied boarding compensation may be required.

L. Participant shall accept a ticket for transportation at the fare shown
on that ticket provided that the ticket was automatically issued by a
Galileo International Subscriber location outside Europe (as defined in
Schedule 27) at a fare consistent with the data in the System at the
time of its automatic issuance, so long as the booking related to that
ticket has not been altered in any material respect so as to affect
directly the fare quotation since the date of the automatic issuance.
Participant acknowledges that Galileo International and Galileo
International Subscribers shall have no liability to Participant (and
Participant hereby waives any rights and remedies against Galileo
International and Galileo International Subscribers) for any
inaccuracies in the fares data shown on such a ticket.

M. Participant shall accept a ticket for transportation at the fare shown
on the ticket provided that the ticket was automatically issued by a
Galileo International Subscriber location in Europe (as defined in
Schedule 27) at a fare consistent with the data in the System at the
time of its automatic quotation, and not more than seven days after the
automatic quotation of the fare was made by the System, so long as the
booking related to that ticket has not been altered in any material
respect so as to affect directly the fare quotation since the date of
the automatic quotation. Participant acknowledges that Galileo
International and Galileo International Subscribers shall have no
liability to Participant (and Participant hereby waives any rights and
remedies against Galileo International and Galileo

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International Subscribers) for any inaccuracies in the fares data shown
in the System on the date on which the automatic quotation was made,
unless Participant has notified Galileo International of any change to
that data more than seven days prior to that date. The provisions of
this Article 3.M. may be cancelled at any time by Galileo International
upon ten days written notice provided by Galileo International to
Participant, such that the provisions of Article 3.L shall apply to
tickets issued by Galileo International Subscribers located anywhere in
the world.

N. Participant hereby grants ticketing authority to issue Participant's
transportation documents through the System to Galileo International
and all Galileo International Subscribers that hold validation approval
to issue transportation documents on Participant's behalf in each
territory in which Participant is, at the subject time, a member of any
authorised ticketing arrangement and in which the System is authorised
to operate in the capacity of a "System Provider" or in another
comparable capacity. Participant expressly agrees to execute promptly
all agreements and other authorisations specified by the local
settlement plan or any other operator of an authorised ticketing
arrangement that Galileo International reasonably believes are
necessary to implement such authority for the System.

O. Participant shall develop or modify at its own cost any computer
software for use within Participant's System that is necessary to
implement any standard or optional service selected by Participant
under this Agreement.

P. In the event Participant makes any change in Participant's System that
may impact on any standard or optional service provided under this
Agreement, Participant shall give at least sixty (60) days advance
written notice to Galileo International. Participant shall provide
reasonable assistance to Galileo International to develop any necessary
changes to the System. All reasonable expenses and costs incurred by
Galileo International in excess of eight (8) person-hours of work with
respect to such change will be charged to Participant at Galileo
International's then prevailing rates.

Q. Participant shall not provide any services through the System
inconsistent with any act or order of a governmental authority
applicable to Galileo International, its distributors, Galileo
International Subscribers, or Participant.

R. Participant shall provide any services through the System to the extent
it is required to do so by any act or order of a governmental authority
applicable to Galileo International or Participant.

S. Participant shall not use the System for any fraudulent or unlawful
purpose or in any manner or for any purpose contrary to any reasonable
instruction issued by Galileo International.

T. Except with respect to its Shared Designator Carriers, Participant
shall not make available to any other party either directly or
indirectly any of the services obtained by Participant from the System
or from Galileo International without the prior written consent of
Galileo International.

U. Participant shall grant to Galileo International employees or
authorised representatives travelling to and from places where meetings
between Galileo International and Participant are due to be held free
travel on appropriate flights of Participant when such travel is
undertaken at the request of Participant.

V. Participant shall ensure that each of its Shared Designator Carriers,
other than those Shared Designator Carriers that have entered into a
Global Airline Distribution Agreement with Galileo International,
complies with the terms and conditions of this Agreement.

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4. CHARGES

A. Participant shall pay to Galileo International (or such other Person as
Galileo International shall direct) on a monthly basis the charges for
use of the System and other services rendered under this Agreement, as
specified in the Schedules.

B. Participant shall be responsible for all charges related to services
provided to any of its Shared Designator Carriers, other than those
Shared Designator Carriers that have entered into a Global Airline
Distribution Agreement with Galileo International.

C. In the case of transactions relating to Participant's operations that
are made available for sale under a different Participating Carrier's
airline designator code, Participant shall pay charges at rates
corresponding to the selection of services made by the other carrier
under the Global Airline Distribution Agreement entered into by that
carrier and Galileo International.

D. Galileo International reserves the right to increase or decrease the
charge for any service provided pursuant to this Agreement upon thirty
(30) days prior written notice to Participant. Among other things, this
includes the right to introduce charges for existing or new services
provided pursuant to this Agreement and the right to change the method
by which charges are calculated or assessed.

5. PAYMENT

A. Galileo International shall submit monthly invoices to Participant for
all charges and other sums due from Participant under this Agreement.

B. Where Participant is a member of the Airlines Clearing House or the
IATA Clearing House or any similar payment settlement system, Galileo
International may at its discretion effect settlement of an invoice
through one of these systems. Invoices will be rendered and payment
will be made in the currency that Participant has elected to use for
clearing in the settlement system elected by Galileo International.

C. Where Participant is not a member of any settlement system used by
Galileo International, invoices will be submitted to Participant by
Galileo International for settlement on a monthly basis, but only until
such time as Participant becomes a member of any such settlement
system. Participant shall notify Galileo International of the currency
in which invoices will be rendered and payment made, provided that
Participant's choice will be limited to U.S. Dollars, UK Sterling,
European Currency Units (ECU), or such other currency as Galileo
International may approve from time to time. If Participant provides no
notification of its choice of currency for invoices and payment,
Galileo International will determine the currency for these purposes.

D. If the currency chosen for invoicing differs from the currency used by
Galileo International for pricing, the exchange rate used will be the
prevailing rate charged by National Westminster Bank PLC at the close
of business in London on the business day immediately preceding the
date of Galileo International's invoice.

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E. Where Participant disputes any invoice submitted by Galileo
International, Participant may reject that part of the invoice that it
disputes, but only if it does so as soon as practicable after it
becomes aware of the problem and in any event within twelve (12) months
of the date of the invoice. Participant shall explain to Galileo
International in writing the circumstances surrounding the disputed
billing and the reasons behind the rejection of the disputed amount and
shall co-operate with Galileo International in efforts to resolve the
dispute. Notwithstanding any such dispute, Participant shall pay
promptly any invoiced amount, or portion thereof, that is not in
dispute, according to the other terms of this Article. In the event
Participant and Galileo International are unable to resolve the dispute
within a reasonable period of time, Galileo International may invoke
any remedy available to it.

F. Subject to the second sentence of this paragraph, if any sum payable
under this Agreement is not paid by the due date shown on the invoice,
which due date shall be no earlier than thirty (30) days after the
invoice date (or, if no due date is shown, the due date shall be thirty
(30) days after the invoice date), Galileo International shall be
entitled (without prejudice to any other right or remedy it may have)
to charge Participant interest on such sum, both before and after
judgement, if any, at the rate of one and one-half percent (1.5%) per
month compounded or the maximum rate permitted by law, whichever is
less, from and including the date of the invoice until and including
the date actual payment is received. If, pursuant to the terms of this
Agreement, Participant makes payments to Galileo International through
a clearing house process, and the payment cycle used by that clearing
house is longer than 30 days, then interest shall not begin to accrue
until the end of the payment cycle following issuance of the invoice by
Galileo International.

6. TAXES

A. In addition to any other charges or sums payable to Galileo
International under this Agreement, Participant shall pay when due, or,
at Galileo International's election, reimburse and indemnify and hold
Galileo International and its owners harmless from and against, all
sales, use, excise, franchise, withholding, real property, and other
taxes and any and all domestic and foreign duties or import, export or
license fees, howsoever designated (together with any related interest
or penalties not arising from fault on the part of Galileo
International), now or hereafter imposed by any local or foreign taxing
authority, or governmental agency or other similar bodies arising out
of or in connection with this Agreement. Participant shall reimburse
Galileo International for all such taxes, fees and charges within
thirty (30) days of the date of Galileo International's invoice
therefor. Notwithstanding the foregoing, Participant shall not be
responsible for any taxes payable or based on Galileo International's
net income.

B. Notwithstanding Article 6.A above, unless otherwise agreed in writing
in advance by the parties hereto, Galileo International shall be
responsible for the filing of all personal property tax returns and
shall pay all taxes indicated thereon. Participant shall reimburse
Galileo International for all such taxes, fees and charges within
thirty (30) days of the date of Galileo International's invoice
therefor.

C. Upon the request of Galileo International, Participant shall provide
reasonable assistance to Galileo International in the filing of any
documents or the making of any statement in connection with the
recovery of any taxes referred to in this Article.

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7. PROPRIETARY RIGHTS

A. Participant may use the Marks in promotional materials, provided that
Participant obtains the prior written consent of Galileo International
for each such use and Participant complies with any and all conditions
Galileo International may impose to protect the use of the Marks.
Participant must state in all such promotional materials that the Mark
being used is a trademark or service mark of Galileo International or
of the applicable Affiliate or distributor.

B. Participant acknowledges that Galileo International owns the System
database and that Galileo International has sole discretion concerning
the use of information from that database, provided, however, that
nothing in this Agreement shall affect any confidentiality obligation
contained in any separate agreement entered into between Galileo
International and Participant.

C. Nothing in this Agreement shall give Participant any right in respect
of any Galileo International Software or the reference materials
relating to the System that Galileo International may provide to
Participant (or the copyright or other intellectual property rights of
whatever nature in respect thereof), and Participant hereby
acknowledges that, except as expressly provided in this Agreement, it
shall not acquire any rights in respect thereof, and that all such
rights are, and shall remain, vested in Galileo International or its
licensor, including any right, title and interest in and to any
software resulting from work undertaken by or on behalf of Participant
as envisaged by Article 7D.

D. Participant may not without the prior written consent of Galileo
International:

(i) modify, enhance, alter, decompile, recompile, disassemble, or
reverse engineer the whole or any part of the Galileo
International Software;
(ii) permit the whole or any part of the Galileo International
Software to be combined with or incorporated in any computer
program or software;
(iii) make any copy of the Galileo International Software or any
part thereof except that Participant may make any copies as
are reasonably necessary for operational security and use,
provided that Participant reproduces and includes on all such
copies any copyright or trademark notices or any other
indication of the property rights of Galileo International or
its licensor. Such copies and the media on which they are
stored shall be the property of Galileo International, and
this Agreement shall apply to all such copies as it applies to
the Galileo International Software; or
(iv) make any copy of the reference materials relating to the
System or any part thereof except that Participant may make
such copies as are reasonably necessary for operational
security and use.

E. Unless Participant has obtained the prior written consent of Galileo
International, Participant shall not provide or otherwise make
available the Galileo International Software or the reference materials
relating to the System to any Person other than Participant's
directors, officers, employees, advisers, agents, representatives, or
consultants who require access to the same for the purposes of this
Agreement.

F. Participant shall treat as confidential and keep secret all information
contained or embodied in the Galileo International Software and the
reference materials relating to the System and further agrees that the
provisions of Article 8 shall apply accordingly. In addition,
Participant shall ensure that the Persons who are permitted to have
access to Galileo International Software or the reference materials
relating to the System, or any part thereof, pursuant to Article 7.E
above are made aware prior to the disclosure that the

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same is confidential and that they owe a duty of confidence in respect
thereof to Galileo International.

G. Participant shall indemnify Galileo International in respect of all
loss or damage, monetary or otherwise, that Galileo International may
sustain or incur as a result of any unauthorised disclosure or any
other failure of Participant to comply with this Article or Article 8.

8. CONFIDENTIALITY

A. All parties hereto shall treat as confidential all Restricted
Information.

B. Except with the prior written consent of the relevant party or as
provided in this Article, each party shall, at all times:

(i) not divulge, sell, transfer, exchange, or otherwise provide
any Restricted Information to any third Person;

(ii) not make any use of any Restricted Information other than for
the purposes of performing its obligations hereunder; and

(iii) ensure that none of its directors, officers, employees,
advisers, agents, representatives, or consultants does any act
which, if done by that party, would be a breach of the
provisions of subparagraphs (i) or (ii) above.

Any party may disclose any Restricted Information to any governmental,
judicial or other competent authority or competent regulatory body or
any employee thereof to such extent only as is necessary for the
purposes contemplated by this Agreement or as required by law,
provided, however, that before disclosing such Restricted Information
to any such Person, that party shall use its best efforts to
immediately notify the party that provided the Restricted Information
of the intended disclosure and shall use its best efforts to permit the
other party a reasonable period of time to intervene and contest
disclosure or production at the other party's own expense if the other
party so wishes.

C. The provisions of this Article shall continue in force in accordance
with their terms, notwithstanding the termination of this Agreement for
any reason.

9. DURATION AND TERMINATION

A. This Agreement shall commence on
________________________________________ (the "Commencement Date") and,
subject to the provisions of this Article, shall continue in full force
and effect for an initial period of one (1) year from the Commencement
Date. Thereafter, this Agreement shall continue in full force and
effect, unless and until terminated by any party by written notice to
the other parties at least ninety (90) days in advance of termination.
Such a termination may take effect no earlier than one (1) year from
the Commencement Date.

B. Notwithstanding Article 9.A above, if Participant does not agree to pay
any charge for standard services stated in Schedule 2 that is to be
increased in accordance with Article 4.D above, it may terminate this
Agreement by giving written notice to Galileo International at least
fifteen (15) days prior to the effective date of the price increase.

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C. Any party to this Agreement shall be entitled to terminate the
Agreement immediately upon giving written notice to the other parties
if:
(i) another party (other than Limited) becomes insolvent;
(ii) another party (other than Limited) is generally not paying its
bills when they became due;
(iii) another party (other than Limited) takes any step leading to
its cessation as a going concern;
(iv) another party (other than Limited) either ceases or suspends
operations for reasons other than a strike;
(v) voluntary or involuntary liquidation proceedings are commenced
with respect to another party (other than Limited) except for
the purpose of amalgamation or reconstruction;
(vi) a receiver or a judicial manager is appointed in respect of
the whole or part of the assets of another party(other than
Limited);
(vii) another party (other than Limited) makes an assignment for the
benefit of its creditors; (viii) another party (other than
Limited) voluntarily or involuntarily becomes subject to any
proceeding under the bankruptcy or insolvency laws of any
jurisdiction; or
(ix) anything analogous to any of the foregoing events described in
(v), (vi), (vii) or (viii) occurs under the laws of any
jurisdiction in respect of another party (other than Limited);

unless the defaulting party, before such termination, immediately gives
adequate assurance of the future performance of this Agreement by
establishing an irrevocable letter of credit that may be drawn upon by
the insecure party or parties. Such letter of credit must be issued by
a bank acceptable to the insecure party or parties, on terms and
conditions acceptable to the insecure party or parties, and in an
amount sufficient to cover all amounts potentially due from the
defaulting party under this Agreement.

D. In the event of material breach of any of the terms or conditions of
this Agreement by any party to the Agreement (other than Limited), any
non-breaching party may terminate this Agreement, without further
liability or prejudice to any other of its rights or remedies, upon
prior written notice to the breaching party; provided, however, that
the breaching party shall have thirty (30) days to correct such breach
following receipt of such notice (except in the case of any payments
due, where the period to cure such non-payment shall be ten (10) days
after notice). Notwithstanding anything to the contrary herein, in the
event Participant is the breaching party, then Galileo International
may, at its sole option and without prejudice to any other of its
rights or remedies, reduce or restrict the provision of services
provided under this Agreement without termination of the Agreement.

E. Any termination of this Agreement shall not affect any liabilities or
rights accruing prior to the effective date of such termination, or
that are of a continuing nature.

F. Upon termination of this Agreement for whatever reason Participant
shall forthwith
(i) return at Participant's expense all equipment and materials
supplied by or on behalf of Galileo International to
Participant relating to the System (including, without
limitation, the Galileo International Software, any
documentation and associated information in a tangible form
and all copies of the whole or any part thereof) in good
order, repair and condition to Galileo International, which
shall for the purpose of recovering such equipment, materials
and information have access to any premises of Participant and
Participant hereby irrevocably licenses Galileo International,
its employees and agents to enter at Galileo International's
convenience any such premises for such purpose; and

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(ii) pay all sums owed by Participant to Galileo International at
the date of termination notwithstanding any period of credit
that might otherwise have existed in favour of Participant
under this Agreement; and

(iii) pay Galileo International for any data extraction agreed to be
supplied by Galileo International as part of the termination
process.

G. Galileo International shall be entitled to suspend this Agreement or
withhold certain services thereunder immediately if the supply of such
services would directly or indirectly contravene any governmental act
or order applicable to Galileo International, its distributors, Galileo
International Subscribers, or Participant.

H. Participant shall participate in all optional services elected on
Schedule 4 for a minimum of one (1) year. After one (1) year has
passed, Participant shall continue to participate in an optional
service unless and until Participant terminates its participation in
that optional service by written notice delivered to Galileo
International at least ninety (90) days prior to termination. Such
termination may take effect no earlier than one (1) year after
Participant has first received such optional service.

I. Notwithstanding Article 9.H above, (i) if Galileo International makes a
material modification to an optional service that significantly
interferes with the operation of Participant's System, Participant may
terminate its participation in that service by written notice delivered
to Galileo International at least thirty (30) days or if applicable
such lesser number of days as coincides with the date of implementation
of the service modification prior to termination of such optional
service; and (ii) if Galileo International increases the price for an
optional service, Participant may terminate its participation in that
service by written notice delivered to Galileo International at least
fifteen (15) days prior to the effective date of the price increase.

10. BANKRUPTCY

A. If Participant voluntarily or involuntarily becomes subject to any
proceeding under the bankruptcy or insolvency laws of any jurisdiction,
Participant shall not assume or assign this Agreement (if applicable
bankruptcy or insolvency law confers such right) unless and until
Participant provides to Galileo International a deposit or irrevocable
letter of credit equal to the total of the charges for which
Participant became liable during the two months prior to initiation of
the proceeding.

B. Participant and Galileo International specifically acknowledge that the
provision of security in accordance with Article 10.A above is the
minimum security necessary to afford Galileo International adequate
assurance of future performance under this Agreement.

C. Participant and Galileo International agree that the provision of
security in accordance with Article 10.A above is essential to and an
integral part of this Agreement. In the event Participant does not
provide that security, Galileo International shall, at its option, have
the right to terminate this Agreement immediately.

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11. INDEMNIFICATION

A. Participant shall indemnify and hold harmless Galileo International and
Limited and their owners, officers, directors, employees, and agents
from all liabilities, damages, losses, claims, suits, judgements,
costs, and expenses, including costs and reasonable attorneys' fees,
directly or indirectly suffered by, accrued against, charged to or
recoverable from Galileo International, Limited, their owners,
officers, directors, employees, and agents, by reason of or in
connection with Participant's non-performance or improper performance
of its obligations under this Agreement.

B. Except in the case of wilful misconduct by Galileo International,
Limited, their owners, officers, directors, employees, or agents,
Participant shall indemnify and hold harmless Galileo International and
Limited and their owners, officers, directors, employees, and agents
from all liabilities, damages, losses, claims, suits, judgements,
costs, and expenses, including costs and reasonable attorneys' fees,
directly or indirectly suffered by, accrued against, charged to, or
recoverable from Galileo International, Limited, their owners,
officers, directors, employees, and agents, by reason of or in
connection with Participant's services or products supplied in
connection with this Agreement.

12. REPRESENTATIONS AND WARRANTIES

▇. ▇▇▇▇▇▇▇ INTERNATIONAL HEREBY REPRESENTS AND WARRANTS THAT:

(i) GALILEO INTERNATIONAL IS THE OWNER OR LICENSEE OF THE GALILEO
INTERNATIONAL SOFTWARE; AND

(ii) GALILEO INTERNATIONAL HAS THE RIGHT TO PROVIDE THE SERVICES
OFFERED BY THE SYSTEM TO PARTICIPANT USING GALILEO
INTERNATIONAL SOFTWARE.

B. PARTICIPANT'S REMEDIES FOR BREACH OF THE REPRESENTATIONS AND WARRANTIES
SET FORTH IN ARTICLE 12.A ABOVE SHALL BE LIMITED SOLELY TO REPLACEMENT
OF THE GALILEO INTERNATIONAL SOFTWARE CAUSING THE BREACH OF WARRANTY.

C. EACH PARTY HERETO REPRESENTS THAT (i) THE INDIVIDUAL SIGNING THIS
AGREEMENT OR ANY AMENDMENT TO THIS AGREEMENT, ON BEHALF OF PARTICIPANT,
GALILEO INTERNATIONAL, OR LIMITED, AS THE CASE MAY BE, IS, OR AT THE
MATERIAL TIME WILL BE, DULY AUTHORISED TO EXECUTE THIS AGREEMENT OR
AMENDMENT ON BEHALF OF PARTICIPANT, GALILEO INTERNATIONAL , OR LIMITED,
AS THE CASE MAY BE, AND HAS FULL POWER AND AUTHORITY TO BIND
PARTICIPANT, GALILEO INTERNATIONAL, OR LIMITED, AS THE CASE MAY BE, TO
THE TERMS AND CONDITIONS HEREOF; AND (ii) THIS AGREEMENT CONSTITUTES A
LEGAL, VALID, AND BINDING AGREEMENT OF PARTICIPANT, GALILEO
INTERNATIONAL , OR LIMITED, AS THE CASE MAY BE, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.

D. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLES 12.A AND 12.C
ABOVE, IN CLAUSE 2.H OF SCHEDULE 10, IN CLAUSE 3.B OF SCHEDULE 22, IN
CLAUSE 3.F OF SCHEDULE 23, IN CLAUSE 3.F OF SCHEDULE 24 AND IN CLAUSE
3.E OF SCHEDULE 25 ARE EXCLUSIVE, AND EACH OF GALILEO INTERNATIONAL ,
LIMITED, AND PARTICIPANT MAKES NO OTHER REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO
GALILEO

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INTERNATIONAL AND LIMITED, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SYSTEM OR THE
GALILEO INTERNATIONAL SOFTWARE.

E. EXCEPT FOR A BREACH OF THE EXCLUSIVE WARRANTIES SPECIFIED IN ARTICLES
12.A AND 12.C ABOVE, IN CLAUSE 2.H OF SCHEDULE 10, AND IN CLAUSE 3.B.
OF SCHEDULE 22, AND EXCEPT FOR THE RIGHT TO RECEIVE THE EXCLUSIVE
REMEDIES SPECIFIED IN ARTICLE 12.B ABOVE, IN ARTICLE 2.H OF SCHEDULE
10, IN CLAUSES 2.G AND 2.H OF SCHEDULE 19, AND IN CLAUSE 2.G OF
SCHEDULE 20, PARTICIPANT HEREBY WAIVES AND RELEASES GALILEO
INTERNATIONAL AND LIMITED AND THEIR OWNERS FROM ANY AND ALL OTHER
OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS AND REMEDIES OF PARTICIPANT
AGAINST GALILEO INTERNATIONAL AND LIMITED AND THEIR OWNERS, OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, DUE TO ANY DEFECTS, ERRORS, MALFUNCTIONS OR INTERRUPTIONS OF
SERVICE IN OR TO THE SYSTEM OR THE GALILEO INTERNATIONAL SOFTWARE,
INCLUDING ANY LIABILITY, OBLIGATION, RIGHT, CLAIM OR REMEDY FOR LOSS OF
REVENUE OR PROFIT OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES.

F. EACH PARTY ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, IT DOES
NOT DO SO ON THE BASIS OF, AND DOES NOT RELY ON, ANY REPRESENTATION,
WARRANTY OR OTHER PROVISION EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT.

13. FORCE MAJEURE

Except for any payment obligations, no party shall be deemed to be in default
hereunder or liable for any delays in or failure of performance caused by any
act of God, public enemy, war, civil disorder, fire, flood, explosion, riot,
labour disputes, work stoppage or strike, unavailability of equipment or
software, any act or order of any governmental authority, or any other cause,
whether similar or dissimilar, beyond its control, provided that the affected
party notifies the other parties as soon as practicable.

14. HEADINGS

The headings appearing in this Agreement have been inserted as a matter of
convenience and in no way define, limit or enlarge the scope of this Agreement
or any of the provisions thereof.

15. WAIVER

No waiver by any party of any breach of this Agreement shall constitute a waiver
of any other breach of the same or any other provision hereof, and no waiver
shall be effective unless made in writing. The right of any party to require
strict performance and observance of any obligation hereunder shall not be
affected in any way by any previous waiver, forbearance or course of dealing.

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16. INVALIDITY

In the event that any material provision in this Agreement is or is about to be
prohibited or declared unenforceable in any jurisdiction, or becomes impractical
or uneconomical to perform as a result of any impending or actual change in any
applicable law, Galileo International shall, at its option, have the right to
terminate this Agreement, or to amend, supersede, or delete the prohibited,
unenforceable, impracticable or uneconomical provision or provisions, upon
written notice to Participant.

17. ASSIGNMENT

A. Participant shall not assign or otherwise transfer any of its rights,
interests or obligations under this Agreement to any third party
without the prior written consent of Galileo International, which
consent shall not be unreasonably withheld.

B. Subject to Article 26 hereof, at any time during the term of this
Agreement, Galileo International may, upon giving ten (10) days'
written notice to Participant, assign or otherwise transfer its rights
and obligations under this Agreement, whether in whole or in part, to
any Affiliate, successor, or third party that accepts all obligations
of ▇▇▇▇▇▇▇ International hereunder and agrees with Galileo
International to be bound thereby.

C. Any violation of this Article shall be cause for immediate termination
of this Agreement by the non-assigning party or, at the option of the
non-assigning party, the non-assigning party may declare the assignment
of any of the rights or obligations under the Agreement null and void
ab initio.

18. NON-EXCLUSIVITY

Galileo International, Limited and Participant acknowledge that this Agreement
is a non-exclusive agreement, and any party to the Agreement may enter into
similar agreements with any other party.

19. EXPENSES

Participant shall be liable for and agrees to reimburse Galileo International
and Limited for all attorneys' fees and court costs and related costs incurred
by Galileo International or Limited to enforce this Agreement or to seek
remedies for breach of this Agreement by Participant.

20. GOVERNING LAW

This Agreement and all disputes arising under or in connection with this
Agreement, including actions in tort, shall be governed by the internal laws of
the State of Illinois, USA without regard to its conflicts of laws principles.
All actions brought to enforce or arising out of this Agreement shall be brought
in federal or state courts located within the County of Cook, State of Illinois,
USA, the parties hereby consenting to personal jurisdiction and venue therein.
Any party shall be entitled to take such steps as it may consider necessary or
desirable in order to enforce any judgement or order against any other party
with respect to this Agreement in any jurisdiction where that other party trades
or has assets.

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21. INDEPENDENT CONTRACTORS

Nothing in this Agreement is intended or shall be construed to create or
establish an agency, partnership or joint venture relationship among the parties
hereto.

22. ENTIRE AGREEMENT

A. Except as expressly stated herein, this Agreement constitutes the
entire agreement among the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements, whether
written or oral, between Participant and Galileo International or any
of its predecessors concerning the subject matter hereof, excluding
amounts due Galileo International or any of its predecessors that may
have accrued under a prior agreement between the parties.

B. This Agreement may be modified only by a written amendment duly
executed by the parties, except as provided in Articles 2.A, 2.B, 2.C,
2.J, and 4.D above or otherwise expressly provided herein. In
connection with changes Galileo International may make to the standard
or optional services provided under this Agreement, or to any of the
charges for such services, or to any other provisions of the Schedules,
Galileo International from time to time may provide Participant with
additional Schedules or replacement Schedules that will supersede the
original Schedules.

23. NOTICES

All notices, requests, demands or other communications given or required
hereunder shall be in writing in the English language, and shall be sent by
first class, registered or certified mail, postage prepaid, or by overnight or
express mail, facsimile or telex to the relevant party at its address as set
forth below or to such other address as such party shall designate in writing
for that purpose.

If to Participant:

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

If to Galileo International :

Attn: COVBP - Vice President, Airline Sales and Marketing
Galileo International Partnership
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.

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If to Limited:

Attn: Company Secretary
Galileo International Limited
Galileo Centre Europe
Windmill Hill
Swindon, England, SN5 6PH

Notices sent via electronic means (e.g. telex, facsimile) shall be effective
immediately if sent on a business day prior to 5:00 p.m. local time of
recipient. All other notices shall be effective the first business day after
posting.

24. NON-ENGLISH VERSIONS

If any non-English versions of this Agreement are created, then in the event of
a conflict between this English version and any non-English version, this
English version shall prevail.

25. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
agreement.

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26. CONTINGENT SERVICES

A. To ensure compliance with outstanding contractual obligations to third
parties, or for other reasons, Limited may, in its sole discretion, in
the event United States legal constraints should limit or preclude the
rendition of U.S.-sourced booking or ticketing services by Galileo
International, provide or arrange for another party to provide
substitute services from a source outside the United States.

B. To the extent Limited provides or arranges for another to provide
substitute services to Participant in accordance with Article 26.A
above, Participant agrees to make payments in respect thereof to or at
the direction of Limited in amounts equal to those that would have been
payable under other provisions of this Agreement (including the
Schedules thereto) to Galileo International in respect of booking and
ticketing services rendered by it.

C. Limited makes no commitment to Participant to provide or arrange to
provide such substitute services, and makes no representations with
regard to the comparability thereof to services rendered under this
Agreement by Galileo International.

D. The provisions of this Article constitute an independent agreement
between Limited and Participant. To the extent they are relevant and
appropriate to the implementation of this Article, other provisions of
this Agreement are incorporated by reference in this Article and shall
be applied in determining the rights and obligations of Limited, as
substitute service provider in lieu of Galileo International, and
Participant, as the recipient of substitute services, under this
Article.

E. Limited and Participant are the only parties to this Article. Galileo
International is not a party to this Article and has no rights or
obligations in respect thereof. Limited may assign its rights and
obligations under this Article to a wholly-owned Affiliate of Limited,
and the provisions of Article 17.B of this Agreement shall not apply to
the rights and obligations of Limited under this Article. This Article
is governed by and shall be construed in all respects in accordance
with the laws of England, and Limited, any assignee thereof, and
Participant each submit to the exclusive jurisdiction of the English
courts.

______________________________________________________________________________
(C) Copyright Galileo International Partnership 1994 Page 19
290394

IN WITNESS WHEREOF, Galileo International, Limited, and Participant have
executed this Agreement as of the day and year first above written.

For and on behalf of For and on behalf of

_____________________________ GALILEO INTERNATIONAL PARTNERSHIP
(PARTICIPANT)

By _______________________ By ____________________________

Name _______________________ Name ____________________________

Title _______________________ Title ____________________________

Date _______________________ Date ____________________________

For and on behalf of
GALILEO INTERNATIONAL LIMITED

By ____________________________

Name ____________________________

Title ____________________________

Date ____________________________

______________________________________________________________________________
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33

SCHEDULE 1

BASIC STANDARD SERVICES

This Schedule describes the basic standard services provided to Participant and
forms part of the Galileo International Global Airline Distribution Agreement.

1. AVAILABILITY STATUS ("AVS") MESSAGES

A. Participant hereby agrees to grant to Galileo International the
following AVS facilities (initial appropriate option):

[ ] Option A - Segment Limit Sales status on all direct flights

[ ] Option B - Full Segment Availability status on all direct
flights

[ ] Option C - First Closing Availability status for all direct
flights

[ ] Option D - No availability status

(See Schedules 6-10 for optional display services.)

B. All AVS messages for any of the Options A, B, or C under Clause 1.A of
this Schedule will be sent by Participant's System in accordance with
AIRIMP format and will be addressed to both SWIRI1G and HDQRI1V.

2. MAINTENANCE OF AVAILABILITY

A. The System shall display availability for flights with scheduled
departures for a period of up to 331 days.

B. For First Closing Availability (Option C under Clause 1.A of this
Schedule), the System will re-open flights on the receipt of an 'AS'
status message.

C. New flights added to the System will be displayed as open for sale
until closed by an AVS message from Participant's System.

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41093 Schedule 1- Basic Standard Services
34

3. QUOTASALE

Unless otherwise specified below, sales will be limited to a maximum of four (4)
seats on any available flight/class segment. Space for a greater number of
passengers than specified for a particular class can be obtained only by a
request message to Participant.

Indicate the specific class code and applicable quota (O through 9):
e.g. 9 seats/J class

___seats/___class ___seats/___class ___seats/___class ___seats/___class

Additional options may be available (e.g., for Shared Designator Carriers and
optional display services). Quotasale choices may be changed by written notice
provided to Galileo International.

4. BASIC BOOKING SERVICE SELECTION

Basic booking service will be on the following basis (initial one):

[ ] (i) Standard Sell basis 'SS' or 'NN'

[ ] (ii) Request only 'NN'

[ ] (iii) No booking messages

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Where Participant has selected one of Options A, B, or C under Clause 1.A of
this Schedule, Participant shall select option (i) under this paragraph. Where
Participant has selected Option D under Clause 1.A of this Schedule, Participant
shall select one of options (ii) or (iii) under this paragraph. Communications
from the System to Participant's System in connection with operations under this
Clause shall be made in accordance with AIRIMP format and addressed to the
following reporting address:

(Please indicate one teletype communications address for receiving all booking
messages, e.g., HDQRMZZ).

(See Schedules 6, 7, 11 and 12 for optional selling services.)

5. CREDIT CARD AUTHORIZATION

Whenever a Galileo International Subscriber issues an accountable document with
a form of payment designated as a credit card number of a card issuer with which
Galileo International has established credit check arrangements via a
communications link, the System will automatically seek a card payment
authorization for the issuer. The System will print any payment authorization
reference received on accountable documents issued by the System and plated to
Participant.

6. USE OF BASIC STANDARD SERVICES WITH OPTIONAL SERVICES

Where Participant has selected one or more of the optional services in Schedule
6, 7, 10, 11 and/or 12, and in the event that any such optional service is
either unavailable or is not being used by a Galileo International Subscriber,
the System will offer the basic standard services as selected by Participant in
this Schedule 1.

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SCHEDULE 2

CHARGES FOR STANDARD SERVICES

This Schedule describes the charges for segments created through the use of
basic standard services provided to Participant and forms part of the Galileo
International Global Airline Distribution Agreement.

TYPE OF DIRECT FLIGHT SEGMENT CHARGE*

TERRITORY 1 PER PER
------------ INPUT CANCEL
--------- -----------

Active Confirmed Segment USD 1.195 USD 0.27
Passive Segment USD 1.00 USD 0.27
Other Segment USD 0.53 USD 0.27

TERRITORY 2 PER NET PASSENGER SEGMENT

Net Passenger Segment USD 3.12

Schedule Level Participants (i.e. those Participants choosing in Schedule 1,
Option D of paragraph 1A - 'No Availability Status' - and Option iii of
paragraph 4 - 'No Booking Messages') will pay USD 1.90 per Net Passenger
Segment. Notwithstanding Article 2.B of this agreement, Schedule Level
Participants may not select any of the optional services in Schedule(s) 6, 7, 8,
9, 10, 11, 12, 13, 14, 16, 17, 18, 23, 24, 25 and 28.

*For purposes of this Schedule, Territory 1 and Territory 2 refer to the
location of the Galileo International Subscriber that performs the activity that
generates a charge. All charges are stated in U.S. Dollars (USD). These charges
do not apply to any transaction that occurs only through use of the System as an
internal airline reservations system. In addition, these charges do not apply to
transactions generated in connection with training activities conducted by
employees of Galileo International or its distributors or by agents authorised
by Galileo International to provide such training on behalf of Galileo
International. These charges do apply to any Net Passenger Segments which are
created by use of the Claim PNR, Drop Through - Limited Access and/or Ticketing
Facility service(s).

There is no charge for Open Segments ('NO' status code) and there is no charge
for Credit Card Authorisation.

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SCHEDULE 3

TERRITORY 1 GEOGRAPHICAL LOCATIONS

This Schedule lists the geographical locations included in Territory 1 and forms
part of the Galileo International Global Airline Distribution Agreement:

American Samoa
Canada
Guam
Japan
Northern Mariana Islands
Mexico
United States of America
(including its overseas territories,
commonwealths, trust territories and protectorates)

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41
SCHEDULE 4

OPTIONAL SERVICES

This Schedule lists optional services that may be selected by Participant and
forms part of the Galileo International Global Airline Distribution Agreement.

With effect from the date of signature of this Schedule by Galileo International
and Limited, this Schedule 4 will replace any previous Schedule 4 to the Galileo
International Global Airline Distribution Agreement between Galileo
International, Limited and Participant.

For and on behalf of For and on behalf of
GALILEO INTERNATIONAL PARTNERSHIP
________________________________

(PARTICIPANT)

By _______________________ By ____________________________

Name _______________________ Name ____________________________

Title _______________________ Title ____________________________

Date _______________________ Date ____________________________

For and on behalf of
GALILEO INTERNATIONAL LIMITED

By ____________________________

Name ____________________________

Title ____________________________

Date ____________________________

Please INITIAL in the space provided all optional services in which Participant
elects to participate:

[ ] (i) Interactive Display. See Schedule 6.

[ ] (ii) Numeric Availability Status (NAVS). See Schedule 7.

[ ] (iii) Class Selection. See Schedule 8.

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270296 Schedule 4 - Optional Services

[ ] (iv) Point of Sale. See Schedule 9.

[ ] (v) Inside Availability. See Schedule 10.

[ ] (vi) Interactive Sell. See Schedule 11.

[ ] (vii) Positive Acknowledgement. See Schedule 12.

[ ] (viii) Seat Assignment. See Schedule 13.

[ ] (ix) Boarding Pass. See Schedule 14.(This requires selection of (viii)
as well.)

[ ] (x) Servicing Facility via Airline Servicing Terminal. See Schedule
15.

[ ] (xi) Servicing Facility via Borrow Booking File. See Schedule 16.

[ ] (xii) Claim PNR. See Schedule 17. (This requires selection of (vi) as
well)

[ ] (xiii) Complete Booking Record. See Schedule 18.

[ ] (xiv) Booking Information. See Schedule 19. (Please initial desired
Options below.)

a [ ] Billing Information Data Transfer ("BIDT")

b [ ] Marketing Information Data Transfer-U.S. ("MIDT-US")

c [ ] Marketing Information Data Transfer-Rest of the World
("MIDT-ROW")

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(Please initial one option:)

[ ] Territory 1

[ ] Territory 2

[ ] Territories 1 and 2

[ ] (xv) Ticketing Information. See Schedule 20. (Please initial below.)

a [ ] Sales Interface Record Data-US ("SIR-US")

b [ ] Sales Interface Record Data-Rest of the World ("SIR-ROW")

(Please initial one Option:

[ ] Territory 1

[ ] Territory 2

[ ] Territories 1 and 2

[ ] (xvi) Participant Briefing. See Schedule 21. (Please Initial desired
Option(s) below).

[ ] Participant Briefing Pages for display in Territory 1.

[ ] Participant Briefing Pages for display in Territory 2.

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270296 Schedule 4 - Optional Services

[ ] (xvii) GlobalFares. See Schedule 22.(Please initial desired Options below.)

a [ ] On-Line Fares Update. (Please initial one below)

[ ] 100 free Fare Updates per day, plus charge for each
Fare Update over 100.

[ ] Charge per Fare Update, plus charge per hour or
portion thereof required for input.

b [ ] Direct Batch Fares Update.

[ ] (xviii) Drop Through - Limited Access. See Schedule 23.

[ ] (xix) Drop Through - Full Access. See Schedule 24.

[ ] (xx) Ticketing Facility. See Schedule 25.

[ ] (xxi) Marriage Logic. See Schedule 28.

See Article 9 of this Agreement for provisions concerning duration and
termination of optional services.

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45
SCHEDULE 5

CHARGES FOR OPTIONAL SERVICES

This Schedule describes the charges for optional services offered to Participant
and forms part of the Galileo International Global Airline Distribution
Agreement.

PART I - CHARGES THAT VARY BY TERRITORY
---------------------------------------

TERRITORY 1* TERRITORY 2*
------------ ------------

1. Interactive Display USD 0.2625 premium 10% premium over Net
over Input charge for Passenger Segment charge.
each Active Confirmed Segment
using this
service; no additional charge
for this service where
Interactive Sell is used.

2. Numeric Availability Status (NAVS)N/A 5% premium over Net
Passenger Segment charge.

3. Class Selection N/A 5% premium over Net
Passenger Segment charge.

4. Point of Sale N/A 5% premium over Net
Passenger Segment charge.

5a Inside Availability - less USD 0.0500 premium USD 0.12 premium over
than 50% polling over Input charge for charge for each Net
each Active Confirmed Segment Passenger Segment using
using Interactive Sell.
Interactive Sell.

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5b. Inside Availability - 50% USD 0.0800 premium USD 0.18 premium over
or more polling over Input charge for charge for each Net
each Active Confirmed Segment Passenger Segment using
using Interactive Sell; no
Interactive Sell. separate charge for NAVS,
Class Selection and Point
of Sale.

5c. Inside Availability with Marriage USD 0.1000 premium USD 0.23 premium over
Logic. over Input charge for charge for each Net
each Active Confirmed Segment Passenger Segment using
using Interactive Sell; no
Interactive Sell. separate charge for NAVS,
Class Selection and Point
of Sale.

6. Interactive Sell. USD 0.2625 premium 10% premium over each Net
over Input charge for Passenger Segment charge.
each Active Confirmed
Segment using this
service.

7. Positive Acknowledgement USD 0.15 premium 10% premium over Net
over Input charge for Passenger Segment charge;
each Active Confirmed Segment no separate charge for this
using this service where Interactive
service; no separate Sell or used.
charge for this service where
Interactive
Display or Interactive
Sell is used.

8. Servicing Facility via USD 25.00 per terminal USD 35.00 per terminal
Airline Servicing identification address, per identification address, per
Terminal (AST) month. month.

9. Servicing Facility via Borrow N/A No separate charge.
Booking File

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10a. Marketing Information USD 10,000.00 per N/A
Data Transfer-US month.

10b. Marketing Information USD 5,000.00 per USD 2,075.00 per tape, per
Data Transfer-Rest of month. month.
the World

11a. Sales Interface Record USD 10,000.00 per N/A
Data - US month.

11b. Sales Interface Record USD 5,000.00 per USD 260.00 per tape.
Data - Rest of World month: no separate
charge if Participant subscribes
to SIR
Data - US.

12. Participant Briefing USD 2,500.00 per Set-up charge - up to ten
month for fifty (50) (10) pages (of up to ninety
topic pages. nine (99) lines each)
free. Thereafter USD 21.00
per page per month or part
month.

13. Drop Through - Limited Access N/A Schedule 2 segment charges
will apply.

14. Drop Through - Full N/A USD 3.24 per Net Passenger
Access Segment.

15. Ticketing Facility N/A Schedule 2 segment charges
will apply.

16. Marriage Logic USD 0.0800 premium USD 0.18 premium over Net
over Input charge for Passenger Segment charge.
each Active Confirmed Segment
using Interactive Sell.

* For purposes of this Schedule, Territory 1 and Territory 2 refer to the
location of the Galileo International Subscriber that performs the activity
that generates the charge. All charges are stated in U.S. dollars (USD). All
Territory 2 premium charges are cumulative, except where otherwise stated.
The charges listed in this Schedule do not apply to any activity that occurs
only through use of the System as an internal airline reservations

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48
system. In addition, the charges do not apply to transactions generated in
connection with training activities conducted by employees of Galileo
International or its distributors or by agents authorised by Galileo
International to provide such training on behalf of Galileo International.
Territory 2 premiums listed under item 1 above are only charged where that
functionality is used as part of the booking process. Territory 2 premiums
listed under items 2, 3, 4, 5, 6, 7 and 16 above apply in respect of all Net
Passenger Segments, except for Passive Segments, which are not billed in
accordance with Schedule 26 and except for Open segments ('NO' status code),
for which no charge is made.

PART II - OTHER CHARGES
-----------------------

1. Seat Assignment No separate charge.

2. Boarding Pass No separate charge.

3. Claim PNR Schedule 2 charge (including the premiums
listed in item 6 of Part I of this Schedule)
will apply.

4. Complete Booking Record (CBR) USD 0.014 per copy provided. No separate
charge where Interactive Sell is used.

5a. Billing Information Data Transfer USD 250.00 per month.

6a. On-Line Fares Update 100 free Fare Updates per day, plus
USD 50.00 for each Fare Update over 100, OR
USD 0.07 per Fare Update, plus USD 46.00
per hour or portion thereof required for input.

6b. Direct Batch Fares Update USD 15,000.00 for implementation, plus USD
1,500.00 per month.

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SCHEDULE 6

INTERACTIVE DISPLAY

This Schedule describes the Interactive Display service offered in Schedule 4
and forms part of the Galileo International Global Airline Distribution
Agreement.

This service is marketed in Territory 1 as Inside Link - Display Option and in
Territory 2 as Carrier Specific Display.

1. GENERAL

Interactive Display refers to the functionality whereby Galileo
International, via a computer-to-computer display capability between the
System and Participant's System, enables Galileo International Subscribers,
upon request, to view the flight specific availability, flight schedules and
related information of Participant (including but not limited to information
concerning availability, fares, fare rules, flights, and seat maps) and to
sell guaranteed bookings from Participant's display, or from data returned
by Participant's System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. The System will optionally provide to Participant's System, information to
facilitate the identification of the Galileo International Subscriber when
this service is used.

B. Upon request by a Galileo International Subscriber through a primary or
secondary 'follow-up' entry, the System will interrogate Participant's
System in order that the Subscriber may view certain information stored in
Participant's System.

C. Galileo International may at its option cause the System to reformat the
data obtained from Participant's System into a standard Galileo
International output format. Where reformatting is done, the System will
preserve the flight selections, routings, sequence, and header information
as supplied by Participant's System. The numeric or other status data
supplied by Participant's System for Participant's flights will also be
preserved, except if it is higher than the Quotasale authorised by
Participant, where it will be reduced by the System to the Quotasale level
in the displayed or overlaid availability. Availability status and booking
information for all other carriers' flights appearing on the Interactive
Displays received from Participant's System will be determined from data
contained in the System. It will not be possible for a Participant to return
other carriers flights in a Flight Specific Availability Request.

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50

D. Where a Direct Flight Segment is made from an availability display
containing data taken from Participant's System via the direct
communications link, the System will send to Participant's System a message
with the "LK" action/advice code for a guaranteed booking, unless a
different action/advice code is required in connection with another optional
service selected by Participant under this Agreement.

E. Where a Direct Flight Segment is made in Territory 2 without specific
reference to an availability display and Participant has not selected one of
the optional booking services described in Schedule 11 or 12, the System
will interrogate Participant's System and, subject to seats being available,
will send an "LK" or other applicable message to Participant's System as if
the sell had been made with reference to an availability display received
from Participant's System.

3. RESPONSIBILITIES OF PARTICIPANT

A. Participant will ensure that Participant's System is able to accept "LK"
messages from the System in connection with any bookings made in accordance
with this Schedule, unless a different action/advice code is required in
connection with another optional service selected by Participant under this
Agreement.

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51
SCHEDULE 7

NUMERIC AVAILABILITY STATUS (NAVS)

This Schedule describes the Numeric Availability Status service offered in
Schedule 4 and forms part of the Galileo International Global Airline
Distribution Agreement. Available only in Territory 2; may be extended to
Territory 1 at a later date.

1. GENERAL

NAVS refers to the functionality whereby Galileo International enables
Participant to display actual numeric availability status for Participant's
flights within primary and subsequent screen displays in the System, through
transmission of Numeric AVS (NAVS) messages from Participant's System to the
System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Galileo International and Participant will agree on the format of Numeric
AVS Messages to be sent from Participant's System to the System.

B. The System will store the content of Numeric AVS Messages sent by
Participant's System in the availability status tables.

C. The System will automatically display to Galileo International Subscribers
in the primary availability display or in any subsequent Interactive Display
returned by the system of any other Participant, a numeric value equal to
the Quotasale authorised by Participant as stated in Clause 3 of Schedule 1,
or such lower value as may be stored in the System availability status
tables as a result of Numeric AVS Messages received from Participant's
System.

D. Where Participant has also selected the Interactive Display service
described in Schedule 6 and a Galileo International Subscriber makes a
request for availability via the direct communications link to Participant's
System, the information returned from Participant's System will take
precedence over any data stored in the System availability status tables
subject to the Quotasale authorised by Participant.

E. The System will process any standard AVS messages initiated by Participant's
System for situations that cannot be reflected as a numeric value.

F. Where Galileo International Subscribers sell from an availability display
containing Numeric AVS data, the System will send to Participant's System a
message with the "LK" action/advice code unless a different action/advice
code is required in connection with another optional service selected by
Participant under this Agreement.

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3. RESPONSIBILITIES OF PARTICIPANT

A. Where Participant selects the Numeric AVS Message Procedure for displaying
last seat availability, Participant will develop a capability within
Participant's System to send NAVS Messages to the System according to a
format agreed on by Galileo International and Participant.

B. Participant will ensure that Participant's System is able to accept "LK"
messages from the System in connection with any bookings made in accordance
with this Schedule, unless a different action/advice code is required in
connection with another optional service selected by Participant under this
Agreement.

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SCHEDULE 8

CLASS SELECTION

This Schedule describes the Class Selection service offered in Schedule 4 and
forms part of the Galileo International Global Airline Distribution Agreement.
Available only for Territory 2; may be extended to Territory 1 later.

1. GENERAL

Class Selection refers to the functionality whereby Galileo International makes
available to Participant a Class Selection table within the System to enable
Participant to determine the locations where its products, as identified by
booking class, may be sold through the System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Upon receipt of an availability inquiry from a Galileo International
Subscriber, the System will interrogate both the availability status table
contained in the System and a Class Selection table provided for Participant
by Galileo International.

B. By comparison of the location of the Galileo International Subscriber with
the data contained in Participant's Class Selection table, the System will
cause either all or certain of the booking classes stored in the System
database for Participant's flights to be displayed to the Galileo
International Subscriber.

C. The data stored in Participant's Class Selection table will be under the
control of Participant and may, at Participant's option, take precedence
over any data stored in the System or returned to the System via a direct
link from Participant's System.

D. Notwithstanding Clause 2.C of this Schedule, and at its sole discretion,
Galileo International may, at the request of and the expense of Participant,
undertake the creation and/or amendment of Participant's Class Selection
table on such terms and conditions as may be agreed between Participant and
Galileo International.

E. Galileo International will make available to Participant documentation on
the Class Selection functionality.

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3. RESPONSIBILITIES OF PARTICIPANT

A. It will be the sole responsibility of Participant to create, amend and
maintain the data stored in Participant's Class Selection table.

B. Participant will be responsible for ensuring that its employees who use the
Class Selection service have been adequately trained in use of that
functionality.

C. Participant accepts that Class Selection is offered to assist Participant in
obtaining the optimum financial return from the sale of its products or
services offered for sale in the System and that the application of this
functionality is the sole responsibility of Participant.

D. Where, in the reasonable opinion of Galileo International, Participant is
using Class Selection in a manner that operates to the disadvantage of
Galileo International Subscribers in any geographical area, Galileo
International reserves the right to determine whether the operation of Class
Selection for such geographical area should be continued.

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SCHEDULE 9

POINT OF SALE

This Schedule describes the Point of Sale service offered in Schedule 4 and
forms part of the Galileo International Global Airline Distribution Agreement.
Available only for Territory 2; may be extended to Territory 1 later.

1. GENERAL

Point of Sale refers to the functionality whereby Galileo International makes
available to Participant a Point of Sale table within the System to enable
Participant to establish a series of rules by which the availability status of
its products shown on the primary Galileo International availability displays
can be controlled according to a number of factors, which shall include but not
be limited to the geographical location, region or individual Galileo
International Subscriber requesting availability for Participant's products.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Galileo International will prescribe an AVS message format that will enable
Participant to cause the System to refer to Participant's Point of Sale
table for Participant's flights and to apply the rules contained therein for
the availability status of those flights prior to their inclusion in the
primary availability displays of the System.

B. The rules stored in the Point of Sale table will be under the control of
Participant and, when invoked through the procedure described in Clause 2.A
of this Schedule, will take precedence over any data stored in the System.

C. Galileo International will make available to Participant documentation on
the Point of Sale functionality.

3. RESPONSIBILITIES OF PARTICIPANT

A. It will be the sole responsibility of Participant to create, amend and
maintain the rules stored in Participant's Point of Sale table.

B. Participant will be responsible for ensuring that its employees who use the
Point of Sale service have been adequately trained in use of that
functionality.

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41093 Schedule 9 - Point of Sale

C. Participant accepts that Point of Sale is offered to assist Participant in
obtaining the optimum financial return from the sale of its products or
services offered for sale in the System and that the application of this
functionality is the sole responsibility of Participant.

D. Where, in the reasonable opinion of Galileo International, Participant is
using Point of Sale in a manner that operates to the disadvantage of Galileo
International Subscribers in any geographical area, Galileo International
reserves the right to determine whether the operation of Participant's Point
of Sale table for such geographical area should be continued.

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SCHEDULE 10

INSIDE AVAILABILITY

This Schedule describes the Inside Availability service offered in Schedule and
forms part of the Galileo International Global Airline Distribution Agreement.

1. GENERAL

Inside Availability refers to the functionality whereby, via a
computer-to-computer capability between the System and Participant's System,
Galileo International enables Participant to display real time flight
availability information directly from Participant's System within availability
displays generated by the System, where flights of the Participant appear in the
journey requested by the Galileo International Subscriber.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Subject to Clause 2J of this Schedule and at the request of Participant, the
System will interrogate Participant's System for availability for one or
more of Participant's flights shown in primary availability displays of the
System.

B. The System will send to Participant's System information to facilitate the
identification of each Galileo International Subscriber seeking an
availability that involves one or more of Participant's flights together
with the city pair requested by the Galileo International Subscriber.

C. The System will display availability data returned from Participant's System
in preference to the data stored in the System availability status tables,
provided that Participant returns this information to the System within an
agreed period of time from the point at which the initial interrogation
request leaves the System.

D. If Participant's System does not return an availability in response to the
interrogation of Participant's System within an agreed period of time, the
System will default to the availability stored for Participant's flights
within the System availability status tables.

E. Where Participant has instructed the System not to interrogate Participant's
System for particular flights and/or dates and/or segments, the System will
display availability for such flights/dates/segments according to the data
stored within the System availability status tables.

F. Galileo International will provide to Participant documentation regarding
the message formats and operational requirements of Inside Availability.

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G. Galileo International reserves the right to reduce the number of times the
System interrogates Participant's System where this is, in the reasonable
opinion of Galileo International, necessary in order to protect the System
from excessive transaction activity and/or to maintain the reliability of
operation of the System for Galileo International Subscribers.

H. Galileo International will maintain an operational performance level of not
less than ninety-eight percent (98%) in any calendar month for the Inside
Availability application. This level is the total number of interrogations
initiated by the Inside Availability application divided by the total number
of interrogations that should have been initiated, expressed as a
percentage. If in any given month the operational performance level falls
below ninety-eight percent (98%), Galileo International will credit
Participant with an amount equal to the charges made for Inside Availability
within the month multiplied by the difference between the ninety-eight
percent (98%) operational performance level and the actual operational
performance level (rounded to the nearest 0.01%). Such credit will be
applied to Participant's invoice for the following invoice month. The final
determination of the operational performance level and the calculation of
the credit will be based solely on the records of Galileo International. Any
warranties and remedies set forth in this paragraph are exclusive and
Galileo International makes no other warranty express or implied with
respect to Inside Availability, including without limitation any implied
warranty of merchantability or fitness for a particular purpose.

I. The credit provisions of Clause 2.H of this Schedule will not apply in the
event of a total System outage, such as where there is no booking activity
possible for part of any month.

J. The System will not invoke Inside Availability where the interrogation of
Participant's System results from Galileo International Subscribers using
the Interactive Display service described in Schedule 6 of this Agreement.
Similarly, where flights of Participant appear in the Interactive Display
availability display offered to Galileo International Subscribers by any
other Participant, the System will not invoke Inside Availability for such
flights but will display availability for Participant's flights according to
the data stored within the System.

3. RESPONSIBILITIES OF PARTICIPANT

A. Participant will develop software for use within Participant's System in
order that Participant's System can comply with the requirements and message
formats detailed in the documentation referred to in Clause 2.F of this
Schedule.

B. If less than 100% of Participant's flights are to be polled, Participant
will notify Galileo International, using the message formats described in
the documentation referred to in Clause 2.F of this Schedule, of those
flights and/or dates and/or segments for which it seeks to use Inside
Availability.

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SCHEDULE 11

INTERACTIVE SELL

This Schedule describes the Interactive Sell service offered in Schedule 4 and
forms part of the Galileo International Global Airline Distribution Agreement.

This service is marketed in Territory 1 as Inside Link - Last Seat and in
Territory 2 as Secured Booking.

1. GENERAL

Interactive Sell refers to the functionality whereby, when a sell transaction is
being made for Participant's services using the System, a real time query of
Participant's inventory is simultaneously transmitted by the System via a
computer-to-computer communications capability between the System and
Participant's System, with immediate confirmation or response required from
Participant's System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. The System will provide to Participant's System, at Participant's
option, information to facilitate the identification of the Galileo
International Subscriber when this service is used.

B. When a flight of Participant is sold by a Galileo International
Subscriber, the System will interrogate Participant's System at the
moment of sell to hold space temporarily on a specific
flight/class/date of Participant.

C. Upon completion of the Booking File, the System will send a message
containing a unique action/advice code and further data to
Participant's System in order to complete creation of a PNR for which
space has been temporarily held, using a unique action/advice code for
all such sales.

3. RESPONSIBILITIES OF PARTICIPANT

A. Immediately following a sell request, Participant's System will send to
the System either a confirmation of any space that has been temporarily
reserved in Participant's System or another appropriate response.

B. Upon completion of the PNR as described in Clause 2.C of this Schedule,
Participant's System will supply to the System a confirmation in the
form of its Record Locator in a format determined by Galileo
International.

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SCHEDULE 12

POSITIVE ACKNOWLEDGEMENT

This Schedule describes the Positive Acknowledgement service offered in Schedule
4 and forms part of the Galileo International Global Airline Distribution
Agreement.

This service is marketed in Territory 1 as Positive Acknowledgement and in
Territory 2 as Super Guaranteed Booking.

1. GENERAL

Positive Acknowledgement refers to the functionality by which, upon completion
of a Booking File, Participant's System will return its Record Locator to the
System in order to confirm that a booking or change to a booking has been
received and recorded in Participant's System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. The System will, upon completion of a new or amended Booking File
containing Participant's flights, send a message to Participant's
System using an action/advice code agreed upon by Participant and
Galileo International.

B. Where, after a pre-determined period, the System still has not received
the Record Locator response from Participant's System, the System may
send an automatic message to Participant's System requesting the Record
Locator.

3. RESPONSIBILITIES OF PARTICIPANT

A. Upon completion of a new or amended PNR, resulting from a message
received from the System, Participant's System will transmit to the
System a confirmation in the form of Participant's Record Locator in a
format determined by Galileo International.

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SCHEDULE 13

SEAT ASSIGNMENT

This Schedule describes the Seat Assignment service offered in Schedule 4 and
forms part of the Galileo International Global Airline Distribution Agreement.

1. GENERAL

Seat Assignment refers to the functionality whereby Galileo International
enables a Galileo International Subscriber to request the reservation of a
particular seat(s) on a flight operated by Participant or its Shared Designator
Carrier(s). Participant may select between two methods of providing Seat
Assignment:

(a) through real time query of Participant's System via a computer-to-computer
capability between the System and Participant's System ("Interactive Seat
Assignment"); or

(b) through a special services request via the AIRIMP teletype SSRSEAT procedure
on completion of a Booking File ("SSRSEAT").

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Interactive Seat Assignment

(i) The System will provide to Participant's System, at Participant's
option, information to facilitate the identification of the Galileo
International Subscriber when this service is used.

(ii) Where a confirmed flight operated by Participant is held in a Booking
File, Galileo International will enable a Galileo International
Subscriber to generate a real-time request to Participant's System for
a particular seat(s) or seat characteristic for that flight.

(iii) Upon request from a Galileo International Subscriber, the System will
interrogate Participant's System to seek a particular seat(s) or seat
characteristic on a specific flight.

(iv) Upon completion of the Booking File, the System will send a message to
Participant's System in order to confirm the seat reservation.

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B. SSRSEAT

(i) Where a confirmed flight operated by Participant is held in a Booking
File, Galileo International will enable a Galileo International
Subscriber to generate a request to Participant's System for a
particular seat(s) or seat characteristic for that flight via AIRIMP
teletype SSRSEAT procedure.

(ii) The System will receive, store, and make available to the requesting
Galileo International Subscriber any valid response from Participant's
System to an SSRSEAT request.

3. RESPONSIBILITIES OF PARTICIPANT

A. Following receipt of a seat request made through Interactive Seat
Assignment, Participant's System will send to the System in real time a
confirmation that the seat has been temporarily reserved and assigned in
Participant's System or other appropriate response.

B. Participant's System will respond to a seat reservation request with a
specific seat number unless Participant's System is unable to allocate a
seat number, in which case a generic seat characteristic confirmation can be
sent as a default.

C. Subject to Clause 3.D of this Schedule, where Participant's System has
assigned a seat pursuant to this Schedule, Participant will use its best
efforts to honour that assignment, unless such seat has been conditionally
assigned and Participant so indicated prior to or at the time of assignment.

D. Where, having performed Seat Assignment for one of its flights, Participant
changes the aircraft or the configuration of the aircraft to be used for
such a flight, Participant will use its best efforts to inform Galileo
International Subscribers of any changes made to any seat assignments.

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SCHEDULE 14

BOARDING PASS

This Schedule describes the Boarding Pass service offered in Schedule 4 and
forms part of the Galileo International Global Airline Distribution Agreement.
Available only in Territory 1; may be offered in Territory 2 at a later date.

1. GENERAL

Boarding Pass refers to the functionality whereby Galileo International enables
a Galileo International Subscriber that has requested the reservation of a
particular seat(s) for a confirmed flight(s) of Participant to issue a boarding
pass through the System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Where a confirmed flight(s) operated by Participant or one of its Shared
Designator Carriers is held in a Booking File, and where a seat
reservation(s) has been made for such flight(s), and subject to appropriate
authorisation from Participant, the System will enable a Galileo
International Subscriber to issue boarding pass document(s) for use by
passengers seeking to travel on the flight(s) of Participant or its Shared
Designator Carrier.

B. Where a boarding pass document has been issued through the System in
accordance with Clause 2.A of this Schedule, the System will generate a
message to Participant's System in order to notify Participant's System that
such boarding pass document has been issued.

3. RESPONSIBILITIES OF PARTICIPANT

A. Participant will accept, and will use reasonable efforts to ensure that its
Shared Designator Carrier accepts, any boarding pass document issued through
the System under this Schedule, provided the seat to which the boarding pass
refers is still assigned to the relevant passenger in Participant's System
at the time the document is presented.

B. Participant will select the Seat Assignment service on Schedule 4.

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SCHEDULE 15

SERVICING FACILITY VIA AIRLINE SERVICING TERMINAL

This Schedule describes the Servicing Facility via Airline Servicing Terminal
service offered in Schedule 4 and forms part of the Galileo International Global
Airline Distribution Agreement.

1. GENERAL

Servicing Facility via Airline Servicing Terminal refers to the functionality
whereby Galileo International makes available to Participant access to the
System, via a terminal that Galileo International has authorised for such use,
for the purposes of servicing Requests and checking certain quality aspects of
the service provided by the System.

2. DUTIES OF GALILEO INTERNATIONAL

A. Galileo International will provide to Participant, and replace as Galileo
International considers necessary, a security sign-on code or codes allowing
access to the System and appropriate documentation.

B. The System will enable a Galileo International Subscriber to queue Requests
for access by Participant through the Equipment.

C. The System will enable Participant to queue any response to a Request to the
requesting Galileo International Subscriber through the Equipment.

D. Galileo International will provide Participant with the ability to view
displays in the System that are available to Galileo International
Subscribers for the purpose of checking certain quality aspects of the
service provided by the System, subject to the requirement that any third
party Equipment be certified by Galileo International.

E. At Participant's request, Galileo International will sell or rent to
Participant Equipment needed for the purposes of this Schedule in accordance
with a separate agreement between Galileo International and Participant.

3. DUTIES OF PARTICIPANT

A. Participant will be responsible for ensuring that those employees who use
the Servicing Facility via Airline Servicing Terminal service have been
adequately trained in use of the functionality.

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B. Participant will not allow any equipment or software to be connected to or
used with the Equipment where such equipment or software may adversely
affect compatibility of the Equipment with the System.

C. Participant will ensure that the Equipment meets any requirements that
Galileo International communicates to Participant from time to time and
acknowledges that Galileo International has the right to control the level
of transaction activity processed by the System for that Equipment if
Galileo International in its reasonable opinion believes such actions are
necessary to protect the integrity of the System.

D. Participant will not use any software that automatically makes entries in
the System without the prior written consent of Galileo International.

E. Participant at all times will keep confidential the security sign-on code(s)
supplied to Participant by Galileo International and will not disclose any
such code to any unauthorised Person.

F. Participant agrees to take action in response to any Request queued for
Participant within a reasonable time of the Request being made in the
System, which will normally be within eight (8) business hours but within
four (4) business hours if the Request is marked "urgent." For these
purposes a "business hour" will be any hour between 09:00 hours - 17:00
hours local time Monday to Friday excluding public holidays in the area(s)
where the Equipment is located.

G. Participant agrees that any Requests queued for Participant by Galileo
International Subscribers will not be treated less favourably than requests
queued for Participant by subscribers in any other CRS, including
Participant's CRS.

H. Participant agrees to pay for all costs and charges associated with the
Equipment and communications relating to connection to the System under this
Schedule, including but not limited to charges for installation, connection,
line rental, usage, and deinstallation.

I. Participant will use the Servicing Facility via Airline Servicing Terminal
service, including any data obtained through use of the service, only for
the purposes described in this Schedule. Among other things, Participant
will not make any copy of data obtained through use of the service except
for the purposes described in this Schedule.

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SCHEDULE 16

SERVICING FACILITY VIA BORROW BOOKING FILE

This Schedule describes the Servicing Facility via Borrow Booking File service
offered in Schedule 4 and forms part of the Galileo International Global Airline
Distribution Agreement.
Available only in Territory 2; may be offered in Territory 1 at a later date

1. GENERAL

Servicing Facility via Borrow Booking File refers to the functionality whereby
Galileo International permits Participant, via a computer-to-computer
communications capability between the System and Participant's System, for the
purpose of servicing Requests made by Galileo International Subscribers, to
obtain certain information stored in a Booking File that contains a segment
booked on the services of Participant and to copy this information into the
existing PNR.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Subject to Participant using either Interactive Sell or Positive
Acknowledgement, where a Galileo International Subscriber has made a
Request, Galileo International will enable Participant's System to access
the System for the purpose of obtaining certain data resident in a Booking
File.

B. After a Request is stored in a Booking File, the System will send a
notification message to Participant's System in a format determined by
Galileo International.

C. Upon receipt of a request from Participant's System, the System will,
subject to security constraints, send to Participant's System the
appropriate information resident in the Booking File to enable Participant
to take action in response to the Request.

D. Galileo International will make available to Participant documentation
outlining the message formats and procedures to be used under this Schedule.

E. Upon receipt from Participant's System of a response to a Request made by a
Galileo International Subscriber, the System will relay the response to the
Galileo International Subscriber location that initiated the Request.

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F. Subject to the agreement of a particular Galileo International Subscriber,
Galileo International will permit Participant to obtain certain information
stored in a Booking File(s) created by that Galileo International
Subscriber, provided that Booking File contains at least one segment booked
on the services of Participant, even if no Request has been made.

3. RESPONSIBILITIES OF PARTICIPANT

A. Participant will develop software that will enable Participant's System to
comply with the requirements and message formats described in the
documentation supplied to Participant by Galileo International under Clause
2.D of this Schedule.

B. Participant will respond to any Request within a reasonable time of receipt
of notification from the System, which will normally be within eight (8)
business hours, but within four (4) business hours if the Request is marked
"urgent." For these purposes, a "business hour", except where otherwise
agreed, will be deemed to be any hour between 09:00 hours - 17:00 hours
local time Monday to Friday excluding public holidays in the area(s) where
Participant uses the Servicing Facility via Borrow Booking File.

C. Any Requests generated by Galileo International Subscribers will be treated
no less favourably than requests for servicing generated by subscribers of
any other CRS, including Participant's CRS.

D. Participant will use the Servicing Facility via Borrow Booking File service,
including any data obtained through use of the service, only for the
purposes described in this Schedule. Among other things, Participant will
not make any copy of data obtained through use of this service except for
the purposes described in this Schedule.

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SCHEDULE 17

CLAIM PNR

This Schedule describes the Claim PNR service offered in Schedule 4 and forms
part of the Galileo International Global Airline Distribution Agreement.

1. GENERAL

Claim PNR refers to the functionality whereby Galileo International enables a
Galileo International Subscriber, via a computer-to-computer communications
capability between the System and Participant's System, to retrieve a PNR
created in Participant's System and transmit the data in that PNR to the System,
so that a Booking File is created and control is transferred from Participant's
System to the System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. The System will provide to Participant's System, at Participant's option,
information to facilitate the identification of the Galileo International
Subscriber seeking to perform Claim PNR.

B. The System will provide to Participant's System information to facilitate
the identification of the PNR resident in Participant's System that is the
subject of the Claim PNR request, in accordance with the option chosen by
Participant pursuant to Clause 3.A of this Schedule.

C. Galileo International will provide to Participant documentation regarding
the message formats and mandatory and optional data items that are to be
used for the Claim PNR service.

D. After each successful Claim PNR, the System will transmit an NRL ("New
Record Locator") message to Participant's System and to the system of any
other Participating Carrier whose segments form part of the Claim PNR.

E. Where the PNR requested by a Galileo International Subscriber contains
segments booked on airlines that are not Participating Carriers, the System
will, as part of the Claim PNR process, alter the status of the segments
involving such airlines to the appropriate status in the System, such that
no messages will be sent to such airlines.

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3. RESPONSIBILITIES OF PARTICIPANT

A. Participant will be solely responsible for the access to and transfer of
PNRs resident in Participant's System. Participant will notify Galileo
International of the method by which Galileo International Subscribers will
be permitted to access PNRs resident in Participant's System, i.e. (i)
Record Locator assigned to the PNR by Participant's System; and/or (ii)
flight number, date and passenger name.

In the case of option (ii), where there exists more than one PNR within
Participant's System that matches the information received from the System,
Participant will send the System a name list in order that the Galileo
International Subscriber may select the individual PNR that is to be the
subject of the Claim PNR service.

B. Participant will be solely responsible for determining which PNRs will be
subject to the Claim PNR service and making any changes to Participant's
System that are necessary to implement such determination.

C. Where Participant has permitted a Galileo International Subscriber to access
a PNR for the purpose of the Claim PNR service, upon receipt of the
appropriate message from the System, Participant's System will transmit the
appropriate data in the PNR to the System.

D. Where a PNR stored in Participant's System has been subjected to the Claim
PNR service, Participant will relinquish control of the PNR to the System
and will forward to the System any messages relating to such PNR that are
received by Participant's System.

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SCHEDULE 18

COMPLETE BOOKING RECORD

This Schedule describes the Complete Booking Record service offered in Schedule
4 and forms part of the Galileo International Global Airline Distribution
Agreement. Available only for Territory 2; may be extended to Territory 1 later.

1. GENERAL

Complete Booking Record refers to the functionality whereby Galileo
International makes available to Participant certain elements of data stored in
a Booking File that are directly related to an air journey involving one or more
of Participant's flights. This data will be in addition to the data supplied to
Participant in the standard AIRIMP message transmitted by the System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. At Participant's option, upon creation of a Booking File that contains a
Direct Flight Segment(s) booked on Participant, the System will transmit to
Participant's System all the following data elements, provided they reside
in the Booking File.

- Galileo International Booking File reference
- Passenger name(s)
- All airline segments (in date order)
- Auxiliary segments requiring action by the addressee (in date order)
- Contact data (first two contact fields)
- Ticketing time limit information
- Any relevant supplementary information, e.g. OSI, SSR

B. At Participant's option, when a booking made in the System is initially
ticketed or subsequently is re-ticketed through the System, the System will
transmit to Participant's System the following data elements, in addition to
those listed in Clause 2.A of this Schedule, provided they reside in the
Booking File.

- Ticket Control Number, as generated by the System.
- Fares data as it will appear on the face of the ticket in linear format.
- Current itinerary containing all action/advice codes.

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C. The System will continue to provide Complete Booking Records regarding the
aforementioned data elements only during such time as Participant has a
Direct Flight Segment that is either in the live itinerary or in the flown
portion of the Booking File.

3. RESPONSIBILITIES OF PARTICIPANT

A. Participant will notify Galileo International whether it selects the
Complete Booking Records outlined in Clauses 2.A and/or 2.B of this
Schedule.

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SCHEDULE 19

BOOKING INFORMATION

This Schedule describes the Booking Information services offered in Schedule 4
and forms part of the Galileo International Global Airline Distribution
Agreement.

1. GENERAL

Booking Information refers to the functionality whereby Galileo International
provides, at Participant's option, various collections of data relating to
booking activity within the System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Galileo International will, at the request of Participant, provide to
Participant documentation regarding the data elements provided in, and
the formats used for, some or all of the products described in this
Schedule.

B. Where Participant has chosen the option called Billing Information Data
Transfer ("BIDT"), Galileo International will provide to Participant on
a monthly basis data that relate only to those transactions made in the
System by Galileo International Subscribers for Direct Flight Segments
billable to Participant.

C. Where Participant has United States of America citizenship and has
chosen the option called Marketing Information Data Transfer - US
("MIDT-US"), Galileo International will provide to Participant data
that relate to those transactions made in the System by Galileo
International Subscribers in Territory 1 for transportation wholly
within the United States of America and its possessions, to the extent
permitted by applicable law and regulation.

D. Where Participant has chosen the option called Marketing Information
Data Transfer - Rest of the World ("MIDT-ROW"), Galileo International
will provide to Participant data that relate to those transactions made
in the System by Galileo International Subscribers for transportation
either wholly or partially outside the United States of America and its
possessions, to the extent permitted by applicable law and regulation.

E. Where Participant has chosen MIDT-ROW, Galileo International will
offer, to the extent permitted by applicable law and regulation, the
following options:

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(i) transactions made in the System by Galileo International
Subscribers located in Territory 1; or

(ii) transactions made in the System by Galileo International
Subscribers located in Territory 2; or

(iii) transactions made in the System by Galileo International
Subscribers located in both Territory 1 and Territory 2.
Galileo International will offer each of these options on a
monthly basis or at such other frequency as may be agreed from
time to time between Galileo International and Participant.

F. At Participant's option, Galileo International will supply BIDT or MIDT
by (i) magnetic tape(s), either in reel or 3480 cartridge format; or
(ii) such other method as may be agreed upon by Galileo International
and Participant.

G. Where Participant has selected BIDT or MIDT on a monthly basis, Galileo
International will attempt to effect the delivery of the data within
fourteen (14) days after the end of each month. Should delivery be
delayed for any reason whatsoever, Galileo International's sole
obligation will be to use reasonable efforts to effect delivery within
a reasonable time.

H. If any delivery of data described in this Schedule is not in the format
or does not contain the elements of data referred to in the
documentation described in Clause 2.A of this Schedule, Galileo
International's sole obligation will be to use reasonable efforts to
arrange another delivery of the same data in the correct format or
containing the correct data elements.

3. RESPONSIBILITIES OF PARTICIPANT

A. For any of the services covered by this Schedule, Participant will be
entitled to use the services of a third party for the purpose only of
processing such data on behalf of Participant and only on the condition
that the third party agrees to keep such data confidential. Participant
may also disclose to its Shared Designator Carrier data pertaining to
Participant's code share flights involving that Shared Designator
Carrier. In addition, Participant may disclose specific data to a
Galileo International Subscriber that generated the transaction
associated with that data. The tapes or other medium provided under
this Schedule and the information contained therein may not be resold
or otherwise disclosed to any other third party without the prior
written consent of Galileo International.

B. In selecting any service covered by this Schedule, if Participant does
not have United States of America citizenship, Participant represents
and warrants that it satisfies the applicable U.S. Department of
Transportation requirements for reciprocity.

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SCHEDULE 20

TICKETING INFORMATION

This Schedule describes the Ticketing Information services offered in Schedule 4
and forms part of the Galileo International Global Airline Distribution
Agreement.

1. GENERAL

Ticketing Information refers to the functionality whereby Galileo International
provides, at Participant's option, various collections of data relating to
ticketing activity within the System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Galileo International will, at the request of Participant, provide to
Participant documentation regarding the data elements provided in and
the formats used for some or all of the products described in this
Schedule

B. Where Participant has United States of America citizenship and has
chosen the option called Sales Interface Record Data-US ("SIR-US"),
Galileo International will provide to Participant data for ticketing
transactions generated through the System by Galileo International
Subscribers in Territory 1 for travel contained wholly within the
United States of America and its possessions, to the extent permitted
by applicable law and regulation.

C. Where Participant has chosen the option called Sales Interface Record
Data - Rest of the World ("SIR-ROW"), Galileo International will
provide to Participant data for ticketing transactions generated
through the System by Galileo International Subscribers for travel in
whole or in part outside the United States of America and its
possessions, to the extent permitted by applicable law and regulation.

D. Galileo International will offer, to the extent permitted by applicable
law and regulation, the following options in connection with SIR-ROW:

(i) ticketing transactions of Galileo International Subscribers
located in Territory 1; or

(ii) ticketing transactions of Galileo International Subscribers
located in Territory 2; or

(iii) ticketing transactions of Galileo International Subscribers
located in both Territory 1 and Territory 2.

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E. At Participant's option, Galileo International will supply SIR data by
(i) magnetic tape(s), either in reel or 3480 cartridge format; or (ii)
such other method as may be agreed upon by Galileo International and
Participant.

F. Galileo International will provide Participant with data under this
Schedule at a frequency to be agreed on from time to time between
Galileo International and Participant.

G. If any delivery of data described in this Schedule is not in the format
or does not contain the elements of data referred to in the
documentation described in Clause 2.A. of this Schedule, Galileo
International's sole obligation will be to use reasonable efforts to
arrange another delivery of the same data in the correct format or
containing the correct data elements.

3. Responsibilities of Participant

A. For any of the services covered by this Schedule, Participant will be
entitled to use the services of a third party for the purpose only of
processing such data on behalf of Participant and only on the condition
that the third party agrees to keep such data confidential. Participant
may also disclose to its Shared Designator Carrier data pertaining to
Participant's code share flights involving that Shared Designator
Carrier. In addition, Participant may disclose specific data to a
Galileo International Subscriber that generated the transactions
associated with that data. The tapes or other medium provided under
this Schedule and the information contained therein may not be resold
or otherwise disclosed to any other third party without the prior
written consent of Galileo International.

B. In electing any service covered by this Schedule, if Participant does
not have United States of America citizenship, Participant represents
and warrants that it satisfies the applicable U.S. Department of
Transportation requirements for reciprocity.

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SCHEDULE 21

PARTICIPANT BRIEFING

This Schedule describes the Participant Briefing service offered in Schedule 4
and forms part of the Galileo International Global Airline Distribution
Agreement.

1. GENERAL

Participant Briefing refers to the functionality whereby Galileo International
makes available to Participant information pages in the System viewable by
Galileo International Subscribers that Participant may use to communicate
marketing and other information about Participant's services.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. Galileo International will make available to Participant information
pages in the System, consisting of not less than ninety-nine (99) lines
each. The pages will be viewable by Galileo International Subscribers
located either in Territory 1 or in Territory 2, as designated by
Participant.

B. Galileo International will define travel-related topics for use by
Participant and will provide a topic index of the Participant Briefing
pages.

C. Galileo International reserves the right, upon giving notice to
Participant, to delete without liability, any subject matter entered
into Participant Briefing that Galileo International, in its sole
discretion, considers to be inappropriate, misleading or defamatory.

D. Galileo International will apply security procedures in order to ensure
that only authorised terminal locations may create or amend
Participant's pages contained within Participant Briefing.

E. In exceptional circumstances, ▇▇▇▇▇▇▇ International may undertake to
amend and/or create Participant Briefing pages at the request of and on
behalf of Participant, on such terms and conditions as may be agreed on
by Galileo International and Participant.

F. Galileo International will provide Participant with the ability to
restrict access to its Participant Briefing pages by Galileo
International Subscribers located in certain geographical areas within
Territory 2.

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3. RESPONSIBILITIES OF PARTICIPANT

A. Unless otherwise agreed by Participant and Galileo International,
Participant will be responsible for the creation and update of its
information stored and displayed in Participant Briefing.

B. Participant accepts that Participant Briefing is offered to assist
Participant in the marketing of its products through the System and
that it is the responsibility of Participant to ensure that Galileo
International Subscribers are made aware of the existence of
Participant's pages within Participant Briefing.

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SCHEDULE 22

GLOBALFARES

This Schedule describes the GlobalFares service offered in Schedule 4 and forms
part of the Galileo International Global Airline Distribution Agreement.

1. GENERAL

GlobalFares refers to the functionality whereby Galileo International makes
available to Participant services relating to the fares database owned and
operated by Galileo International. GlobalFares includes two options, On-Line
Fares Update and Direct Batch Fares Update.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. On-Line Fares Update

(i) Galileo International will provide at the request of
Participant a service to maintain existing fares data specific
to Participant stored or to be stored in GlobalFares for an
existing city pair in the System ("Fares Update"). Galileo
International will also provide a service to add new fares
data specific to Participant for city pairs and routings
involving two cities located in the United States and/or
Canada ("New Fares").

(ii) Subject to the functional capabilities of GlobalFares, and the
then-existing programming, the System will display and
validate fares and add-ons based on the fares provided by
Participant and based on Participant's then-existing fare
footnotes, fare rules and routings ("Fare Supplements")
contained in the System.

(iii) Galileo International will not be liable if fares are not
displayed and validated, or are displayed and validated
inaccurately, due to Fare Supplements being inaccurate,
outdated and/or incompatible with those fares.

(iv) Pursuant to Article 12 of this Agreement, Galileo
International will not be liable to Participant for any
defects, errors, system overloads, operational incapabilities,
malfunctions or interruptions of service in or to the System
or GlobalFares that prevent Galileo International from
performing fares maintenance, provided however that Galileo
International will use

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reasonable efforts to perform such fares maintenance and will
notify Participant if it is unable to perform such service.

(v) Where, at Participant's request, Galileo International has
performed fares maintenance for Participant, Galileo
International will bear no liability to Participant in the
event of any erroneously input data.

(vi) Where, at Participant's request, Galileo International has
performed fares maintenance and a subsequent fare update or
new fare is received from a fares data supplier used by the
System for Participant for the same fare(s), this
latter-received data will supersede the fares data entered by
Galileo International.

(vii) For the purpose of calculating the charges for the On-Line
Fares Update service, the determination of the number of
individual Fare Updates and/or New Fares will be based solely
on the records of Galileo International.

B. Direct Batch Fares Update

(i) Galileo International will, subject to Clause 3.D of this
Schedule, arrange installation and maintenance of a
communication line between Participant's System and the System
for the purpose of receiving fare update information directly
from Participant's System for fares data for flights between
cities located in the United States and/or Canada.

(ii) Galileo International will process Direct Batch Fares Update
data only if such data is received by Galileo International
from Participant before 21:00 hours Central Time (USA) Monday
through Friday or before 16:00 hours Central Time (USA) on
Saturday or Sunday. ▇▇▇▇▇▇▇ will make reasonable efforts to
make such data available to Galileo International Subscribers
on the day after the Direct Batch Fares Update data is
received by Galileo International.

(iii) Where Participant has supplied Direct Batch Fares Update data
in the time frames described in Clause 2.B(ii) of this
Schedule, such data will supersede any previously stored or
received fares data. Where Galileo International receives
fares data for Participant from a fares data supplier after
the Direct Batch Fares Update data has been processed in the
GlobalFares system, the data received from the fares data
supplier will supersede Participant's Direct Batch Fares
Update data. Where Participant provides Direct Batch Fares
Update data to Galileo International outside the time frames
described in

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Clause 2.B(ii) of this Schedule, such data will be disregarded
by Galileo International.

(iv) Where Galileo International has received more than one supply
of Direct Batch Fares Update data from Participant, Galileo
International will process the data in order of receipt.

(v) Subject to the functional capabilities of the GlobalFares
system, and the then-existing programming, the System will
display and validate fares based on the Direct Batch Fares
Update data provided by Participant based on Participant's
then-existing Fare Supplements contained in the System.

(vi) Galileo International will not be liable if Direct Batch Fares
Update data is not displayed and validated, or is displayed
and validated inaccurately, due to Fare Supplements being
incompatible with such data, inaccurate or outdated.

(vii) Pursuant to Article 12 of this Agreement, Galileo
International will not be liable to Participant for any
defects, errors, system overloads, operational incapabilities,
malfunctions or interruptions of service in or to the System
or GlobalFares that prevent Galileo International from
performing the Direct Batch Fares Update service. However,
Galileo International will use reasonable efforts to perform
such Direct Batch Fares Update service, and Galileo
International will notify Participant if it is unable to
perform such service.

(viii) Where, at Participant's request, Galileo International has
performed the Direct Batch Fares Update service, Galileo
International will bear no liability to Participant in the
event of any erroneously input data.

3. DUTIES OF PARTICIPANT

A. Where Participant has elected the On-Line Fares Update service,
Participant will provide Galileo International with written notice that
includes full details of the data that Participant wishes Galileo
International to input into the GlobalFares system and will specify the
order and priority in which Participant wishes Galileo International to
perform each individual Fare Update and/or New Fare.

B. Participant warrants that Galileo International will be entitled to
rely upon the accuracy of any fares data supplied by Participant and
received by Galileo International as part of either the On-Line Fares
Update and/or the Direct Batch Fares Update services under this
Schedule.

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C. Where Participant has chosen the Direct Batch Fares Update service,
Participant will transmit data in the same standard format as is used
by the Airline Tariff Publishing Company ("ATPCO").

D. Participant will pay for all costs and charges associated with the
communications links required in connection with services under this
Schedule, including but not limited to charges for installation,
connection, maintenance, line rental, usage, and deinstallation.

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SCHEDULE 23

DROP THROUGH - LIMITED ACCESS

This Schedule describes the Drop Through - Limited Access service offered in
Schedule 4 and forms part of the Galileo International Global Airline
Distribution Agreement. Available only for Territory 2; may be extended to
Territory 1 later.

1. GENERAL

Drop Through - Limited Access refers to the functionality whereby Galileo
International enables a Galileo International Subscriber, via a
computer-to-computer communications capability between the System and
Participant's System, to access the Participant's System for the purpose of
creating and/or amending:

a) a single PNR that contains a booking for ten or more passengers travelling
on a Direct Flight(s) of Participating Carrier(s) that may have been created
originally by Participant or by a Galileo International Subscriber and/or

b) ground arrangement requests, such as stop-overs and ministays and/or

c) Requests

and whereby the Participant's System will send the necessary data to the System
in order that a new Booking File is created or an existing Booking File is
amended, so that the Booking File contains data comparable to data stored in the
PNR held in Participant's System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. The System will provide to Participant's System at the time of access,
information to facilitate the identification of the Galileo International
Subscriber seeking to use Drop Through - Limited Access.

B. Where Participant permits access to Participant's System by the Galileo
International Subscriber, the System will facilitate such access for one or
more of the purposes outlined in Clause 1 of this Schedule as notified to
Galileo International by Participant in accordance with Clause 3A of this
Schedule.

C. The System may validate certain of the messages to be sent to Participant's
System by Galileo International Subscribers.

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D. Galileo International will provide to Participant documentation regarding
the message formats and mandatory and optional data items that are to be
used for the Drop Through - Limited Access service.

E. Where Drop Through - Limited Access is used, the System will create and/or
amend a Booking File in accordance with Clause 3D of this Schedule. Such a
Booking File may be completed or ignored by the Galileo International
Subscriber.

F. Those segments contained in a Booking File that have been created and/or
amended by the Drop Through Limited Access service will be Passive Segments
in the System.

3. RESPONSIBILITIES OF THE PARTICIPANT

A. Participant will notify Galileo International which of the purposes outlined
in Clause 1 of this Schedule it desires to make available to Galileo
International Subscribers.

B. Participant will limit the activity of Galileo International Subscribers in
Participant's System to facilitate one or more of such purposes only.

C. Subject to Clauses 3A and 2C of this Schedule, Participant is solely
responsible for limiting within Participant's System access to and the
creation and/or amendment of PNRs. Participant will make any changes to
Participant's System necessary to implement Drop Through - Limited Access.

D. Where Participant has permitted a Galileo International Subscriber either
to:

i) complete the creation and/or amendment of a PNR, or

ii) place a PNR in Participant's System on a queue in Participant's System

Participant's System will send the System all data items contained within
Participant's PNR to enable the System to create and/or amend a Booking File
and Participant's System shall send the System a message that the Drop
Through - Limited Access session is ended for the Galileo International
Subscriber.

E. Where Participant has permitted a Galileo International Subscriber to ignore
a PNR, or where a time period agreed between Galileo International and
Participant has expired following initial access to Participant's System by
a Galileo International Subscriber, Participant's System will send the
System a message that the Drop Through - Limited Access session is ended for
the Galileo International Subscriber.

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F. Participant warrants that it is authorised to permit bookings in accordance
with the Drop Through Limited Access service by any carrier whose services
are made available in Participant's System in accordance with this Schedule.

G. Where a booking has been made in Participant's System for any carrier which
is not a Participating Carrier and without prejudice to any of Galileo
International's rights and remedies under this Agreement, Participant agrees
to pay all charges relating to use of the Drop Through - Limited Access
service as though that booking had been made for Participant.

H. Except in the case of wilful misconduct by Galileo International, its
owners, officers, directors, employees, or agents, Participant shall
indemnify and hold harmless Galileo International, and its owners, officers,
directors, employees, and agents from all liabilities, damages, losses,
claims, suits, judgements, costs, and expenses, including costs and
reasonable attorneys' fees, directly or indirectly suffered by, accrued
against, charged to, or recoverable from Galileo International, its owners,
officers, directors, employees, and agents, by reason of or, in connection
with, any claim by any carrier for whom a booking has been created by use of
the Drop Through - Limited Access service via Participant's System.

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SCHEDULE 24

DROP THROUGH - FULL ACCESS

This Schedule describes the Drop Through - Full Access service offered in
Schedule 4 and forms part of the Galileo International Global Airline
Distribution Agreement. Available only for Territory 2; may be extended to
Territory 1 later.

1. GENERAL

Drop Through - Full Access refers to the functionality whereby Galileo
International enables a Galileo International Subscriber, via a
computer-to-computer communications capability between the System and
Participant's System, to access and work in Participant's System. While working
in Drop Through - Full Access a Galileo International Subscriber can make
bookings and create a PNR in Participant's System and Participant's System will
send the necessary data to the System in order that a new Booking File is
created or an existing Booking File is amended, so that the Booking File
contains data comparable to data stored in the PNR held in Participant's System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. The System will provide to Participant's System, at the time of access,
information to facilitate the identification of the Galileo International
Subscriber seeking to use Drop Through - Full Access.

B. The System may validate certain of the messages to be sent to Participant's
System by Galileo International Subscribers.

C. Galileo International will provide to Participant documentation regarding
the message formats and mandatory and optional data items that are to be
used for the Drop Through - Full Access service.

D. Subject to Clause 3C of this Schedule the System will create and/or amend a
Booking File which must be completed by the Galileo International
Subscriber.

E. Those segments contained in a Booking File that have been created and/or
amended by the Drop Through Full Access service will be charged on a Net
Passenger Segment basis in accordance with Schedule 5.

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3. RESPONSIBILITIES OF THE PARTICIPANT

A. Participant is solely responsible for creating and maintaining processes
within Participant's System to control access to and the creation and/or
amendment of PNRs. Participant will make any changes to Participant's System
to implement Drop Through - Full Access.

B. Where Participant has permitted a Galileo International Subscriber to
either:

i) complete the creation and/or amendment of a PNR, or
ii) place a PNR in Participant's System on a queue in Participant's
System

Participant's System will send the System all data items contained within
Participant's PNR to enable the System to create and/or amend a Booking File
and Participant's System shall send the System a message that the Drop
Through - Full Access session is ended for the Galileo International
Subscriber.

C. Where Participant has permitted a Galileo International Subscriber to ignore
a PNR, or where a time period agreed between Galileo International and
Participant has expired following initial access to Participant's System by
a Galileo International Subscriber, Participant's System will send the
System a message that the Drop Through - Full Access session is ended for
the Galileo International Subscriber.

D. Participant will ensure that all segments created in the System as a result
of the Drop Through - Full Access service are segments which reflect
bookings made in the Participant's System for the Direct Flights of
Participant, its airline Affiliates and/or one or more of up to ten airlines
nominated by Participant with which Participant has a marketing agreement.

E. For the purposes of this Schedule Participant will provide Galileo
International with formal notification of the identity of those airlines
referred to in Clause 3D of this Schedule. Participant will give Galileo
International 30 days notice of any changes to such notification.

F. Participant warrants that it is authorised to permit bookings in accordance
with the Drop Through - Full Access service by its airline Affiliates and
any airlines nominated in accordance with Clause 3D of this Schedule.

G. Participant agrees to pay all charges relating to use of the Drop Through -
Full Access service, where a booking has been made in Participant's System,
as though that booking has been made for Participant.

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SCHEDULE 25

TICKETING FACILITY

This Schedule describes the Ticketing Facility service offered in Schedule 4 and
forms part of the Galileo International Global Airline Distribution Agreement.
Available only for Territory 2; may be extended to Territory 1 later.

1. General

Ticketing Facility refers to the functionality whereby Galileo International
enables a Galileo International Subscriber, via a computer-to-computer
communications capability between the System and Participant's System, to
retrieve a PNR created in Participant's System and transmit the data in that PNR
to the System, so that a Booking File is created and a ticket for the PNR can be
issued through the System.

2. RESPONSIBILITIES OF GALILEO INTERNATIONAL

A. The System will provide to Participant the relevant Record Locator for that
PNR that is the subject of the Ticketing Facility request.

B. Galileo International will provide to Participant documentation regarding
the message formats and mandatory and optional data items that are to be
used for the Ticketing Facility service.

C. The segments contained in a Booking File which has been created by the
Ticketing Facility service will be Passive Segments in the System.

3. RESPONSIBILITIES OF PARTICIPANT

A. Participant will be solely responsible for the access to and transmission of
data from PNRs resident in Participant's System.

B. Participant will be solely responsible for determining which PNRs will be
subject to the Ticketing Facility service and make any changes to
Participant's System that are necessary to implement such determination.

C. Where Participant has permitted a Galileo International Subscriber to access
a PNR for the purpose of the Ticketing Facility service, upon receipt of the
appropriate message from the System, Participant's System will transmit the
appropriate data in the PNR to the System.

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D. Where a booking has been made in Participant's System for any carrier which
is not a Participating Carrier and without prejudice to any of Galileo
International's rights and remedies under this Agreement, Participant agrees
to pay all charges relating to use of the Ticketing Facility service as
though that booking had been made for Participant.

E. Participant warrants that it is authorised to permit bookings in accordance
with the Ticketing Facility service by any carrier whose services are made
available in Participant's System in accordance with this Schedule.

F. Except in the case of wilful misconduct by Galileo International, its
owners, officers, directors, employees, or agents, Participant shall
indemnify and hold harmless Galileo International, and its owners, officers,
directors, employees, and agents from all liabilities, damages, losses,
claims, suits, judgements, costs, and expenses, including costs and
reasonable attorneys' fees, directly or indirectly suffered by, accrued
against, charged to, or recoverable from Galileo International, its owners,
officers, directors, employees, and agents, by reason of or, in connection
with, any claim by any carrier for whom a booking has been created by use of
the Ticketing Facility service via Participant's System.

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SCHEDULE 26

MIGRATION

This Schedule forms part of the Galileo International Global Airline
Distribution Agreement.

1. INTRODUCTION

Participant hereby acknowledges that, until such time as Galileo International
Subscribers obtain the services contracted for under this Agreement exclusively
from and/or via the System:

(a) the services provided by Galileo International under this Agreement
will comprise functionality provided through the System and/or one or
more of the systems operated by the Interim Providers;

(b) where the services provided by Galileo International under this
Agreement are being provided in whole or in part by one or more of the
systems operated by the Interim Providers, then the full functionality
described in the Agreement may not be available to Participant; and

(c) where there are any inconsistencies between this Schedule and the
remainder of this Agreement, the former will prevail.

2. DEFINITIONS

In this Schedule, unless the context otherwise requires:

"Interim Provider" means any one or more of the following organisations commonly
known as: Aer Lingus, Air Canada, Alitalia, Austrian Airlines, British Airways,
KLM Royal Dutch Airlines, Olympic Airlines, SIGMA, Swissair, TAP Air Portugal,
TIMAS, Travicom, Covia Corporation, and USAir.

"Participant's Partition" means Participant's System when accessed by the
multi-access systems operated by SIGMA and/or TIMAS and/or Travicom.

"SIGMA" means SIGMA Travel System S.p.a.

"TIMAS" means Travel Industry Multi-Access System Limited.

"Travicom" means Travel Automation Services Limited.

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3. MIGRATION CONDITIONS

Participant hereby acknowledges that:

A. Where a Galileo International Subscriber that is not connected to the
System is connected directly to a system operated by one of the Interim
Providers, that Galileo International Subscriber will be provided with
such displays as may be provided by that system.

B. In the case of Clause 3.A of this Schedule, the relevant Interim
Provider will, for the purpose of transactions made in the system
operated by that Interim Provider, as agent for Galileo International,
provide the ability for Galileo International Subscribers to make
bookings for Participant's flights and will use whatever bilateral
booking method and sell agreement is in force between that Interim
Provider and Participant at the time of the booking until Galileo
International Subscribers are connected to the System for the purposes
of such booking transactions. These bookings made in the system of an
Interim Provider will appear in Participant's System as bookings made
by that Interim Provider.

C. Where a Galileo International Subscriber is connected to the System and
one or more of the systems operated by an Interim Provider, certain
availability displays will be provided from the System. Where a booking
is made from such displays, the Interim Provider will, as agent for
Galileo International, use whatever bilateral booking method and sell
agreement is in force between that Interim Provider and Participant at
the time of booking. However, where Participant has selected Last Seat
Availability and/or Interactive Display and/or Inside Availability and
a Galileo International Subscriber makes a booking from such an
availability display, Participant will accept such bookings with an
"LK" action/advice code from the Interim Provider and operate the same
booking guarantee as if that booking had been made in the System.

D. In the case of Clauses 3.A and 3.C of this Schedule, fares displays,
accountable document issuance and all other information displays and
functionality will be provided to the Galileo International Subscriber
in accordance with any existing bilateral arrangement between the
Interim Provider and Participant in respect of any activity performed
in the Interim Provider's system. Where, in relation to accountable
document issuance, there are no existing arrangements between the
Interim Provider and Participant, Participant agrees that each Interim
Provider may issue Participant's transportation documents in Territory
2 as agent for Galileo International in accordance with Article 3.N of
the Agreement as if that Interim Provider had been granted ticketing
authority directly.

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101

E. Where the services provided under this Agreement are being provided in
whole or in part by SIGMA and/or TIMAS and/or Travicom, Galileo
International Subscribers will be provided with such displays and
booking functionality as may be provided by Participant's Partition.

4. BILLING DATA AND CHARGES

A. Where Galileo International or an Interim Provider cannot identify Net
Passenger Segments for bookings that are made in Participant's
Partition, these will be calculated according to the following
formulae, which, in the absence of manifest error, will be deemed to be
conclusive and binding:

(i) formula applicable to Travicom:
Net Passenger Segments = (P - (P x 16%)) x 1.8
where P is the total number of PNRs shown in Travicom's
records as having been created during the relevant period;
(ii) formula applicable to SIGMA and TIMAS:
Net Passenger Segments = (M - (M x 16%)) / 8
where M is the total number of messages transmitted to
Participant's System by the system of either SIGMA or TIMAS.

B. Participant accepts that where it has maintained a Participant's
Partition then the premiums for the Last Seat Availability and/or
Interactive Display optional services will apply in respect of all Net
Passenger Segments that are booked through that Participant's Partition
and will be calculated in accordance with the formulae set out in
Clause 4.A of this Schedule.

C. Where Galileo International Subscribers are connected to the System and
one or more of the systems operated by an Interim Provider, Participant
will be charged for those optional services selected by Participant to
the extent those Galileo International Subscribers have access to such
optional services.

D. Where Participant has a direct link from Participant's System to one or
more of the systems operated by an Interim Provider to provide real
time booking transactions, Participant accepts that it will be charged
for all Net Passenger Segments made in the Interim Provider system to
which such a direct link exists on the same basis as an Interactive
Sell made in the System.

E. Galileo International will charge Participant for Net Passenger
Segments made by Galileo International Subscribers in a system operated
by an Interim Provider in accordance with the charges set out in
Schedules 2 and 5 based on data supplied by the Interim Provider.

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SCHEDULE 27

EUROPE

For the purposes of Articles 3L and 3M of this Agreement, the word 'Europe'
shall mean the following:

Albania Liechtenstein
Algeria Lithuania
Andorra Luxembourg
Armenia Malta
Austria Monaco
Azerbaijan Moldavia
Belorussia Morocco
Belgium Netherlands
Boznia Herzegovina Norway
Bulgaria Poland
Croatia Portugal (including the Azores and Madeira)
Czech Republic Romania
Denmark San Marino
Estonia Slovakia
Finland Slovenia
France Spain (including Canary Islands)
Georgia Sweden
Germany Switzerland
Gibraltar Tunisia
Greece Turkey
Hungary Ukraine
Iceland United Kingdom
Italy The former Yugoslavia
Latvia

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1 Exhibit 10.38 [LOGO] ___________________ GLOBAL AIRLINE DISTRIBUTION AGREEMENT _ __________________________________ (c) Copyright Galileo International Partnership 1993 GALILEO...

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1 Exhibit 10.38 [LOGO] _____________________________________ GLOBAL AIRLINE DISTRIBUTION AGREEMENT _____________________________________ ____________________________________________________ (c) Copyright Galileo International Partnership 1993 GALILEO...

Document Metadata

1 Exhibit 10.38 [LOGO] ___________________ GLOBAL AIRLINE DISTRIBUTION AGREEMENT _ __________________________________ (c) Copyright Galileo International Partnership 1993 GALILEO...