AMENDMENT NO. 14 TO NAVITAIRE HOSTED SERVICES AGREEMENT

Table of Contents

Exhibit 10.10

AMENDMENT NO. 14 TO

NAVITAIRE HOSTED SERVICES AGREEMENT

This Amendment No. 14 to the NAVITAIRE Hosted Services Agreement (this "Amendment"), effective as of October 1, 2008, is entered into by and between NAVITAIRE Inc., a Delaware corporation ("NAVITAIRE"), and GOL - Transportes Aereos S/A, a Brazilian corporation ("Customer"). Initially capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

A. NAVITAIRE and Customer are parties to that certain NAVITAIRE Hosted Services Agreement dated as of May 1, 2004 and amended by: (i) Amendment No. 1 dated as of January 1, 2005, (ii) Amendment No. 2 dated as of June 13, 2005, (iii) Amendment. No. 3 dated as of October 1, 2005, (iv) Amendment No. 4 dated as of November 14, 2005, (v) Amendment No. 6 dated as of April 5, 2006, (vi) Amendment No. 7 dated as of June 1, 2006, (vii) Amendment No. 8 dated as of June 11, 2007 (viii) Amendment No. 9 dated as of August 20, 2007; (ix) Amendment No. 10 dated as of August 27, 2007; (x) Amendment No. 11 dated as of April 24, 2008; (xi) Amendment No. 12 dated as of April 24, 2008; and (xii) Amendment No. 13 dated as of July 31, 2008 (the "Agreement"), pursuant to which NAVITAIRE performs Hosted Services for Customer.

B. Section 18.1 of the Agreement permits the parties to amend the terms and conditions of the Agreement provided such amendment is made in writing signed by the parties.

C. NAVITAIRE and Customer desire to amend the terms of the Agreement as provided below.

Accordingly, and in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1 Amendment to Change Customer's Legal Entity.

NAVITAIRE acknowledges receipt of Customer's letter and supporting documentation dated [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] describing the mergers of Gol Transportes Aereos S/A (GOL) and VRG Linhas Aéreas S.A. ("VRG") with VRG remaining as the surviving entity.

NAVITAIRE agrees for customer to assign its rights into the Agreement to VRG as of the date of the letter.

2 Amendment to Section 1, Definitions. The following is added to Section 1, Definitions, of the Agreement:

• Major Performance Issue means any performance problem with Hosted Reservation Services that materially impacts Customer's ability to meet its stated business objectives or stated business plans.

3 Amendment to Section 4.3 – Notice of Increased Usage. Section 4.3 – Notice of Increased Usage is replaced in its entirety as follows:

4.3 Notice of Increased Usage and Hosted Services Processing Capacity. NAVITAIRE's Hosted Services Processing Capacity for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be reviewed and adjusted, if necessary, on a semi-annual basis. The capacity is calculated by multiplying the average number of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] during the preceding [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months by a factor of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The result constitutes the peak Hosted Services Processing Capacity for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

The Hosted Services Processing Capacity for Availability Requests (as defined in Exhibit A, Section 1) is based on multiplying the Look to Book ratio of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for all other bookings (as provided for in Exhibit H, Section 1.1.1, sub paragraph (d)) by [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The result is the peak Hosted Services Processing Capacity for Availability Requests made per hour.

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Hosted Services Agreement 

NAVITAIRE will not be obligated to fulfill service level parameters, as outlined in Exhibit A, Section 8 and Exhibit F, Section 9, when Customer's volume exceeds the peak Hosted Services Processing Capacity for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and/or Availability Requests made per hour, as defined in this paragraph.

Customer agrees to provide NAVITAIRE, on a confidential basis and according to a NAVITAIRE pre-defined process, at least [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days advance written notice of any marketing initiatives, acquisitions, alliances, schedule changes, or promotions that may materially increase Customer's usage of the Hosted Services or otherwise adversely impact the Hosted Services System performance. Examples of this are: free ticket/$0 fare promotions, new hub announcements, significant additional aircraft purchases, etc. For the purposes of this Section, increases that may adversely impact the Hosted Services are defined as increases that generate a response greater than the Peak Hosted Services Processing Capacity as defined in this paragraph. NAVITAIRE will work with Customer to attempt to reasonably provide additional capacity. If Customer requires additional capacity above the peak Segments booked per hour and/or peak Availability Requests made per hour, NAVITAIRE will provide a quote to Customer based on the requirements and scope desired, and the timeline on which such additional capacity can be made available to Customer.

4 Addition of Section 4.13 - Notice of Additional Data Storage Requirements. Section 4.13 – Notice of Additional Data Storage Requirements is added as follows:

4.13 Notice of Additional Data Storage Requirements. NAVITAIRE agrees to provide Customer with completed travel historical data storage capacity equal to three [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of historical PNR level booking activity detail available on-line and accessible from the Hosted System interfaces. To meet Brazilian requirements for no-show passengers, if one or more passengers on the PNR no-showed, the PNR will not be considered historical until [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] from the flight date. Additionally, NAVITAIRE agrees to provide Customer with archived PNR activity for a total of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Customer agrees to inform NAVITAIRE of additional Data Storage Requirements in excess of the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] available on-line or [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] available archive and will be responsible for any additional costs as outlined in Exhibit H.

5 Addition of Section 4.14 – Post Implementation Upgrade Release Management. Section 4.14 – Post Implementation Upgrade Release Management is added as follows:

4.14 Post Implementation Upgrade Release Management. Customer agrees to accept into the production environment the latest release of NAVITAIRE software available for general distribution. NAVITAIRE software will be supported within version of the generally released product, as directed by the NAVITAIRE Support Center. Customer will be responsible, on a time and materials basis, for all costs associated with implementing an upgrade release including, but not limited to: project management; training; technical support; system integration services; business process analysis; and any required data transformation. Upgrade release requests will be initiated using the standard NAVITAIRE Work Order process as found in Exhibit K.

6 Amendment to Section 5.3 – Termination for Convenience. Section 5.3 – Termination for Convenience is replaced in its entirety, as follows:

5.3 Termination for Convenience.

5.3.1 Customer may terminate this Agreement without cause, at any time after [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], upon [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] advanced written notice to NAVITAIRE. Termination will only be effective and binding if all outstanding amounts in immediately available funds are paid within sixty [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the written termination notice being issued. If the amounts outlined below are not paid in full, the termination will be considered null and void and Customer would be expected to continue all obligations in the Agreement and subsequent Amendments. The amounts to be paid are:

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Hosted Services Agreement 

• All outstanding amounts for invoices issued through [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after the termination notice; and

• [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the result of Customer's Guaranteed Monthly Minimum [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] remaining for the duration of the current term of the Agreement up to a maximum of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

During and immediately after the notice period, NAVITAIRE will continue to invoice Customer for services rendered on a monthly basis. Customer understands that it is responsible for paying for all services rendered through the end of the notice period. Customer will receive full credit on future invoices for any minimums already paid.

If at any time after [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer desires to enter into discussions to define a possible option to terminate for a Major Performance Issue, both parties agree to enter into such discussions in good faith.

5.3.2 Exception for Hosted Custom Application Messaging Services. Individual Hosted Custom Application Messaging Services can be terminated by either party with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] advanced written notice at any point. Should Customer upgrade to a version of the NAVITAIRE core product that includes one of the Hosted Custom Application Messaging Services as standard functionality, the hosting services for that standalone functionality will be terminated automatically at the end of the calendar month of the upgrade. The parties acknowledge that the termination of the Hosted Custom Application Messaging Services shall only be applicable to the obligations specifically related to Hosted Customer Application Messaging Services.

7 Addition of Section 7.5 – Compliance With Laws. Section 7.5 – Compliance with Laws is added as follows:

7.5 Compliance With Laws.

7.5.1 Notwithstanding any other provision of this Agreement to the contrary other than Section 7.6.2 below, each party will retain responsibility for its compliance with all applicable laws and regulations relating to its respective business and facilities and the provision of services to third parties. In performing their respective obligations under this Agreement, neither party will be required to undertake any activity that would violate any applicable laws or regulations.

7.5.2 Notwithstanding any other provision of this Agreement:

(a) Each party shall retain responsibility for its compliance with all applicable export control laws and economic sanctions programs relating to its respective business, facilities, and the provision of services to third parties.

(b) NAVITAIRE shall not be required by the terms of this Agreement to be directly or indirectly involved in the provision of goods, software, services and/or technical data that may be prohibited by applicable export control or economic sanctions programs if performed by NAVITAIRE.

(c) Applicable export control or economic sanctions programs may include U.S. export control laws such as the Export Administration Regulations and the International Traffic in Arms Regulations, and U.S. economic sanctions programs that are or may be maintained by the U.S. Government, including sanctions currently imposed against Belarus, Burma (Myanmar), Cuba, Iran, Iraq, Ivory Coast, Liberia, Libya, North Korea, Sierra Leone, Sudan, Syria and Zimbabwe, as well as Specially Designated Nationals and Blocked Persons programs. NAVITAIRE and Customer will comply with U.S. export control and U.S. economic sanctions laws with respect to the export or re-export of U.S. origin goods, software, services and/or technical data, or the direct product thereof.

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Hosted Services Agreement 

(d) Prior to NAVITAIRE providing any Hosted Services, goods, software, services and/or technical data subject to export controls, Customer shall provide written notice to NAVITAIRE specifying the nature of the controls and any relevant export control classification numbers.

It shall be the sole discretion of NAVITAIRE to refrain from being directly or indirectly involved in the provision of goods, software, services and/or technical data that may be prohibited by applicable export control laws or economic sanctions programs.

8 Amendment to Exhibit A – Hosted Reservation Services. Exhibit A – Hosted Reservation Services is hereby replaced in its entirety as attached.

9 Amendment to Exhibit B – Hosted Revenue Management Services. Exhibit B – Hosted Revenue Management Services is deleted in its entirety.

10 Amendment to Exhibit C NAVITAIRE Contacts. Exhibit C – Navitaire Contacts is hereby replaced in its entirety as attached.

11 Amendment to Exhibit D – Customer Contacts. Exhibit D – Customer Contacts is hereby replaced in its entirety as attached.

12 Amendment to Exhibit F – Hosted Web Services. Section 9.2.1 and Section 9.8.3 of Exhibit F are hereby replaced by Section 8.2.1(b) and Section 9.3 of the attached Exhibit A.

13 Amendment to Exhibit H – Pricing. Exhibit H – Pricing is hereby replaced in its entirety as attached.

14 No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Agreement by any party hereto.

15 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

16 Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon NAVITAIRE and the Customer and their respective successors, heirs and assigns.

17 Conflict of Provisions. In the event that there exists a conflict between any term, condition, or provision contained within this Amendment, and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Amendment shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

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Hosted Services Agreement 

5

Hosted Services Agreement 

EXHIBIT A

HOSTED RESERVATION SERVICES - NEW SKIES

Conflict and Exhaustion of Provisions

In the event that there exists any conflict between any term, condition or provision contained within this Exhibit and in any term, condition, or provision contained within the Agreement, the term, condition, or provision contained within this Exhibit shall control. Further, the rights, obligations, and privileges of the parties shall be determined first by reference to this Exhibit, as opposed to the Agreement. For purposes of clarification, the rights, obligations, and privileges contained within this Exhibit shall control and govern any dispute between the parties until all such rights, obligations, and privileges have been exhausted in their entirety; and only after such time shall the rights, obligations, and privileges of the parties be determined by reference to the Agreement.

1 Definitions

As used in and for purposes of this Exhibit, the following terms shall be defined as set forth in this Exhibit. In the event that there exists any conflict between a definition set forth in this Exhibit and in any definition contained within Section 1 of the Hosted Services Agreement (the "Agreement"), the definition set forth in this Exhibit shall control.

1.1 Authorization Services has the meaning set forth in Section 7.4.1 hereof.

1.2 Availability Request means a request for one journey for one day, across all booking channels. For example a request for flights between [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] would be one Availability Request whereas a request for flights between [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] on [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] would be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Availability Requests.

Availability Requests are further defined and calculated as follows:

a) Single or multi-day searches (e.g, GetAvailability, GetAvailabilitybyTrip, GetUpgradeAvailability) are calculated as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] look for each day searched.

b) Low fare searche (e.g., GetLowFareAvailability) availabilities are calculated as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] look for every [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days searched [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. For example where the maximum days are set [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and a round trip [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is requested, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] low fare finder/low fare search call is calculated as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (i.e. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the round trip).

c) Round trip or mulit-city searches (e.g., GetAvailabilitybyTrip) are computed as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] look for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] searched. For example, one request for a round trip [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] day is calculated as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] looks (i.e. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the round trip). As another example, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] request for a multi-city circle trip [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is calculated as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] looks (i.e. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the multi-city circle trip).

1.3 Change Control has the meaning set forth in Section 8.4.1 hereof.

1.4 Code-Share, Marketing or Code-Share Marketing Carrier means when Customer markets and sells a flight under its own host airline code and the flight is operated by another airline. A code-share marketing partner is an airline participating in a code-share as the Code-Share Marketing Carrier.

1.5 Code-Share, Operating or Code-Share Operating Carrier means when another airline markets and sells a flight under its own host airline code and the flight is operated by Customer. A code-share operating partner is an airline participating in a code-share as the Code-Share Operating Carrier.

Exhibit A-6

Hosted Services Agreement 

1.6 Code-Share PNR means a Passenger Name Record, being an individual electronic record with a unique record locator number, containing one or more passenger names and booked Segments which contains at least one Segment booked via NAVITAIRE's free-sale code-share functionality.

1.7 Confirmed Booking State means when a reservation has been (a) systematically acknowledged and accepted by issuing a record locator or PNR number; and (b) moved from an initially held state upon payment authorization.

1.8 Content Provider means a provider of components sold in a Super PNR or Non-Flight Related Fee Record.

1.9 CRS/GDS/ARS PNR means a Passenger Name Record, being an individual electronic record with a unique record locator number, containing one or more passenger names and booked Segments which contains at least one Segment booked via a CRS/GDS/ARS using Type B/Teletype connectivity, or via a CRS/GDS using Type A/EDIFACT connectivity, or via WebServices/API Connectivity. A CRS/GDS/ARS source is based on unique user code and user type. Segments booked in a CRS/GDS/ARS PNR, including Passive/Informational Segments, are subject to the additional Type B/Teletype or Type A/EDIFACT Per Segment Transaction Fee in addition to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Transaction Fee, as outlined in Section 1.1 of Exhibit H.

1.10 Defect means a function or process which does not substantially work in conformity with the documentation, provided that in respect of such Defects, Customer has otherwise followed all the instructions, and complied with the hardware/telecommunications environment set forth by NAVITAIRE under this Agreement.

1.11 Direct Consultation has the meaning set forth in Section 5.5 hereof.

1.12 Electronic Ticket (E-Ticket) means the document stored in electronic form, used in lieu of a paper document to be exchanged for the use of transportation and/or related services.

1.13 Electronic Ticketing (E-Ticketing) means the method used to document the sale of transportation and/or related services that is used in lieu of the issuance of a paper document to be exchanged for the use of transportation and/or related services.

1.14 Electronic Ticketing Interchange and Database Provider means the third party provider that Customer has contracted with to process, exchange and store Customer E-Ticket records.

1.15 Electronic Ticketing Services Agreement (ETSA) means the agreement Customer enters into with the Electronic Ticketing Interchange and Database Provider for Electronic Ticketing services.

1.16 Executive Review Meeting means a formal meeting attended by Customer, NAVITAIRE and any related third party required, in response to non-compliance to the specified service level measures.

1.17 Executive Sponsors has the meanings set forth in Exhibits C and D.

1.18 Incident Problem Request (IPR) means a Customer reported Hosted Services trouble report and description logged and submitted through the IPR schema in NAVITAIRE's Internet based customer support tool (Remedy). NAVITAIRE reserves the right to change its support tool and would, in such event, train Customer on the new tool.

1.19 Interrupted Service Minutes means, with respect to a given Reporting Period, the total number of minutes during which Hosted Reservation Services is unavailable due to Interrupted Service, excluding Planned Downtime Minutes. This time is tracked by the minute, rounded up to the nearest minute per incident.

1.20 Interrupted Service Report has the meaning set forth in Section 8.6.2 hereof.

1.21 Journey means the true origination and destination city pair in a one way request. For example, Flight 100 originates in LAX with a stop in SLC on the way to BOS, where it connects to Flight 200 departing from BOS and arriving in JFK. A request for LAX-JFK on one (1) day, which happens to include both Flight 100 and Flight 200 as the connecting pair, would be one journey.

Exhibit A-7

Hosted Services Agreement 

1.22 Look to Book Ratio means the numeric result of the number of Availability Requests divided by the number of PNRs booked with Segments where the PNR reached a Confirmed Booking State. If this result exceeds the ratio defined in Exhibit K, each Availability Request in excess of the number of PNRs booked with segments where the PNR reached a Confirmed Booking State multiplied by the ratio threshold will be charged the excess usage fees outlined in Exhibit H, Section 1.1. For example, for one month if there are [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Availability Requests, and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] PNRs booked with Segments where the PNR reached a Confirmed Booking State, this would result in a ratio of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The included Availability Requests would be [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] multiplied by [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. This Look to Book Ratio would result in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] less [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] requests being charged the monthly excess usage fees (i.e., [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] times [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] = USD [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]).

1.23 Minimum System Availability Target means the percentage of time in Reporting Period Minutes during a defined Reporting Period that Customer expects Hosted Services System will be available.

1.24 Monthly Performance Report has the meaning set forth in Section 8.6.2 hereof.

1.25 New Skies Conversion Period means the time in which NAVITAIRE is actively converting existing customers from the Open Skies reservation platform to the New Skies reservation platform. This period will end when [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of NAVITAIRE's reservation customers are using New Skies, or by [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] whichever is sooner.

1.26 Non-Flight Related Fee Record means any data record materially referring to a Super PNR Component that is stored as a fee in a PNR rather than as a Super PNR Component.

1.27 Passive / Informational Segments mean those segments entered or stored in Customer's reservation record, generally for information notice of flights on other airlines that do not directly affect Customer's flight inventory. All Passive/Informational Segments stored in a PNR will be considered flown if/when the first Segment on the PNR is flown.

1.28 Planned Downtime has the meaning set forth in Section 8.2.1(c) hereof.

1.29 Planned Downtime Minutes means, with respect to a given Reporting Period, the total number of minutes in a Reporting Period during which Hosted Reservation Services are unavailable due to: (a) an act or omission of Customer with respect to matters described in Section 7.1 of this Exhibit; (b) an event of Force Majeure; or (c) a planned, scheduled, and approved event including Hosted Services System maintenance during which a particular service, upgrade or Hosted Services System routine requires Planned Downtime as defined in Section 8.2.1(c) hereof. Customer may request the event be rescheduled, providing there is reasonable cause for such a delay. This notification must be made to NAVITAIRE at least twenty-four (24) hours in advance of the scheduled event. Planned Downtime Minutes will be tracked by the minute, rounded up to the nearest minute per incident.

1.30 Reporting Period will be a calendar month. The NAVITAIRE Account Manager will measure monthly calculations simultaneous to account reviews, 1.31 Reporting Period Minutes means, with respect to a given Reporting Period, the total number of minutes during such Reporting Period minus the total number of Planned Downtime Minutes during such Reporting Period.

1.32 Segment or Host Segment means a nonstop individual booked flight segment or passive/informational segment.

1.33 Stabilization Period has the meaning set forth in Section 8.4.5 hereof.

Exhibit A-8

Hosted Services Agreement 

1.34 Super PNR means a passenger name record that includes one or more Super PNR Components. For the avoidance of doubt, a Super PNR includes any Super PNR Component regardless of booking source.

1.35 Super PNR Component means an ancillary product or service sold by Customer using the Hosted Reservation Services. Examples of Super PNR Components include: an insurance policy purchase, a car hire/rental, a hotel reservation/purchase, an add-on activity such as a 1-hour helicopter tour, souvenir t-shirt, etc. Most Super PNR Components are non-flight products or services, but can also include flights not provided by Customer, but sold through the Travel Commerce functionality. Super PNR Components exclude any flights included as a Segment.

1.36 Support Center or Global Support Center means the NAVITAIRE facility that accepts phone and Internet based customer support tool service requests related to Hosted Services. NAVITAIRE reserves the right to change its support tool and would, in such event, train Customer on the new tool.

1.37 System Error has the meaning set forth in Section 8.3.1 hereof.

2 Scope of Services

NAVITAIRE will provide certain services and support functions during the term of this Agreement related to the Hosted Reservation Services and related applicable products. Of the available Hosted Reservation Services, Customer has requested the following:

X New Skies^TM Basic Hosted Reservation and Airport Check-In, which includes:
• Sky Speed TM – Call Center Reservation System, which includes:
• Availability and Fare Look-up
• SkySpeed Booking Module
• Customer Management
• Travel Agent Support
• Airline-specific PNR Preferences
• User and Airline Support Tools
• SkySales^® - Internet Reservation System, which includes:
• SkySales Booking Module
• SkyPartner^®
• SkySeat
• SkySchedule – Scheduling Application, which includes:
• Fare and Inventory Management – SkyFare/SkyManager
• SkyPay® - Payment Processing and Settlement
• SkyPort – Airport Check-In System
• SkyReport – Reporting, which includes:
• Standard Reports
• Flight Information Control and Display (FLIFO)
• Agency Billing and Commissions
• SkyManager – Configuration and Management Utility, which includes:
• Message Interface (Type B/Teletype) • Security
• Internet Based Customer Support Tool

X CRS/GDS/ARS Type B/Teletype Connectivity, which includes:
• Type B/Teletype with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
• Type B/Teletype connectivity with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
• Type B/Teletype connectivity with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
• Instant Pay^TM

X CRS/GDS/ARS Type A/EDIFACT Connectivity, which includes:
• Type A/EDIFACT connectivity with Amadeus
• Type A/EDIFACT connectivity with Galileo
• All features and functions listed for Type B/Teletype Connectivity

Exhibit A-9

Hosted Services Agreement 

• Instant Pay^TM

X Code-Share Distribution, with Customer as Code-Share Operating Carrier, which includes:
• Code-Share with the following airlines carrier(s) as Code-Share Marketing Carrier(s) To be Determined

X Code-Share Distribution, with Customer as Code-Share Marketing Carrier, which includes:
• Code-Share with the following airlines carrier(s) as Code-Share Operating Carrier(s) To be Determined

X Block Space Code-Share (non-automated booking inventory), which includes:
• Block Space Code-Share with the following airlines carrier(s) as both Code-Share Marketing and Operating Carrier(s) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

X E-Ticketing Connectivity

X Booking History Files

X API Suites (check all that apply)

X Booking API Suite

X Check-In API Suite

X Voucher API Suite

X Hosted Web Check-in

N/A 3-D Secure Programs

X Travel Commerce Services, which includes:
• Standard Reports (Travel Commerce Specific)

X Data Store Products (check one)

N/A Data Store

X Data Store Workbench

N/A Enhanced Data Store

X Additional Data Storage

N/A Ticket Services and Sales Data Interchange (TCN File)

X Low Fare Finder

X Disaster Recovery

X Hosted Custom Application Messaging Services

X Open Skies Data Archiving

X VPN Connectivity

3 Implementation Services

NAVITAIRE and Customer acknowledge that no implementation services are required in relation to the Hosted Reservation Services, NAVITAIRE being the current provider of such services.

4 Data Circuits

4.1 Primary and Backup Data Circuits. Customer shall be responsible for all telecommunication dedicated, dial-up, or wireless circuits used by Customer in connection with the transmission of data between the Hosted Services System and Customer's site(s), as stated in Section 4.9 of the Agreement.

Exhibit A-10

Hosted Services Agreement 

4.2 Facility Locations. The facility locations provided for in this Agreement are as follows:

• The NAVITAIRE Hosted Reservation data center will be located in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], USA.

• Customer's primary facility will be located in [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Brazil.

• Either party may re-locate their facility location, with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] advanced written notice to the other party.

5 Included Support

5.1 Support Center Support. NAVITAIRE will include English-speaking Support Center Support via e-mail, an Internet based customer support tool (English version only) or telephone. An up-to-date version of NAVITAIRE's Support User Guide will be available to Customer on NAVITAIRE's Customer Care web site.

The allotment of hours for included support is for the specified period only and may not be carried forward. Allotted monthly hours of Support Center Support are not deducted for emergencies, System Error reporting and use of the online support system. All other related hours are deducted in fifteen (15) minute increments with a minimum of fifteen (15) minutes per occurrence. Customer is allotted, at no additional charge, a maximum number of included Support Center Support hours as described in Exhibit H, Section 1.3. If Customer utilizes the Support Center more than the allotted number of hours, the Support Fees in Exhibit H, Section 1.3 will apply.

5.2 Hours – Non-Emergency. NAVITAIRE Support Center Support is available twenty-four (24) hours per day, seven (7) days per week, excluding NAVITAIRE holidays (Christmas Eve, Christmas Day and New Year's Day).

5.3 Support Rate. Hours more than the applicable initial or basic support for the Support Center will be invoiced at the rate specified in Exhibit H, Section 1.3.

5.4 Available Assistance. The NAVITAIRE Support Center may be contacted for assistance in the following areas. All services are in English, unless otherwise specified in this Agreement.

5.4.1 Emergency. An Emergency is defined as an aircraft incident or emergency on behalf of Customer, or Interrupted Service. Hosted Services System outages due to Customer misuse of the Hosted Services System will incur Support Fees at the rate specified in Exhibit H, Section 1.3.

• The NAVITAIRE Support Center may be reached, without charge, in the event of an Emergency twenty-four (24) hours per day, seven (7) days per week by calling the number provided in Exhibit C, Section 1.

• Customer will be requested to call the Support Center and report the Emergency, in English, to the representative, or if all representatives are busy with other calls, a message may be left in English on the voicemail response system, which ▇▇▇▇ ▇▇▇▇ an appropriate contact. A representative of NAVITAIRE will return Customer's call within fifteen (15) minutes with an acknowledgement and initial response to Customer.

• Provided the Emergency is due to an outage of the Hosted Reservation Services, NAVITAIRE will advise Customer as described in this Exhibit A, Section 8, regarding the status of the error or problem and the anticipated period to resolution. During normal business hours, both the NAVITAIRE Account Manager and Customer Account Liaison will be notified and briefed on the situation, with a further escalation to the Executive Sponsors for any outage exceeding four (4) hours. The Executive Sponsors will determine whether further escalation to the CEO, President or Managing Director level of each company is necessary.

Exhibit A-11

Hosted Services Agreement 

• Customer is required to provide NAVITAIRE with an after-hours emergency contact number in Exhibit D, which will be answered by Customer when called by the NAVITAIRE support representative.

5.4.2 Error Reporting. Customer may report an identified Hosted Reservation Services System Error at no additional cost through the Customer Support line or the Internet based customer support facility.

5.4.3 Request Reporting. Customer may utilize the NAVITAIRE Internet support tool to contact the NAVITAIRE Support Center electronically for the following service requests:
• Custom enhancement requests
• New product concepts or requests
• Additional training requests
• Consulting services
These services are subject to the Service Fees as described in Exhibit H, Section 1.3 and are accepted at the discretion of NAVITAIRE. If the request is accepted by NAVITAIRE, a price quote and time schedule will be generated, with time spent to obtain the quote and determine the schedule being subject to the Services Fees outlined in Section 1.3 of Exhibit H. Customer will then decide whether to authorize the work to be performed by NAVITAIRE. Additional time and materials work to be performed under the commercial terms of this Agreement will be outlined in a Work Order.

5.5 Direct Consultation. Direct Consultation is defined as Customer-initiated contact directly to NAVITAIRE product management and/or development personnel, thereby bypassing the NAVITAIRE Support Center. The rates for Direct Consultation will also apply to any Customer issue which requires NAVITAIRE product management and/or development personnel assistance that is not related to the resolution of a System Error. Direct Consultation will be invoiced at the applicable rate described in Exhibit H, Section 1.3.

5.6 Third Party Interfaces

5.6.1 NAVITAIRE will supply and support defined interfaces to third party systems utilized by Customer only if listed in this Section.

5.6.2 Unless third party software is incorporated into the Hosted Services System and indicated specifically in the specifications included in this Exhibit, neither NAVITAIRE nor such third party shall be liable for the performance or failure to perform of the other.

5.6.3 In the event that a Travel Commerce or Content Provider connection causes severe performance issues or downtime to the Hosted Reservation Services System, NAVITAIRE reserves the right to temporarily disable the offending connection. Customer will be notified if such actions become necessary. NAVITAIRE will reestablish the connection once the supplier has resolved the issue.

5.6.4 NAVITAIRE will support the interim [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Revenue Management Processing as follows:

• NAVITAIRE will adjust the standard booking data extract job to begin execution at [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] instead of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], creating a custom nightly process, starting [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] migration to the new Hosted Services System, as stability allows.
• NAVITAIRE will implement monitoring for the custom nightly process.
• If the job does not automatically begin execution it will be started manually as part of the included support.

Exhibit A-12

Hosted Services Agreement 

• If the job does not complete successfully OR if the job fails to complete before [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], the results will be reviewed and corrective action taken if required. If corrective action is required, NAVITAIRE, Customer, and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will collaborate to restore data integrity. Such work is billable on a time and materials basis, per the standard Support Fees contained in Exhibit H of the Agreement.

Note: Customer is responsible for notifying [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of any unusual conditions or performance associated with the custom nightly process.

The custom nightly process will not be incorporated into the standard Hosted Reservation Services product and will only be supported on the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] versions of New Skies. Customer acknowledges that it is the responsibility of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to implement an acceptable long-term solution. At the time of Customer's migration to a later version of the Hosted Reservation Services, the custom [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] process will be modified to adhere to standard New Skies process times and the special monitoring will be removed.

This service does not qualify for and will be excluded from SLA measurements and associated penalties, as defined in Section 8 of this Exhibit A.

6 New Skies by NAVITAIRE Functionality Included in Hosted Reservation Services

The following pages itemize the basic and optional products and features that, depending on terms of the contract, as defined in this Exhibit A, Section 2, may be included in this Agreement. Such list describes such features as are in force as of the Effective Date. This list may be modified or expanded in the future based upon new releases, provided that no functionality will be eliminated unless mutually agreed with Customer and NAVITAIRE or through the implementation of reasonable substitute functionality.

Exhibit A-13

Hosted Services Agreement 

Exhibit A-14

Hosted Services Agreement 

Exhibit A-15

Hosted Services Agreement 

Exhibit A-16

Hosted Services Agreement 

Exhibit A -17

Hosted Services Agreement 

Exhibit A -18

Hosted Services Agreement 

Exhibit A 19

Hosted Services Agreement 

Exhibit A - 20

Hosted Services Agreement 

Exhibit A - 21

Hosted Services Agreement 

Exhibit A - 22

Hosted Services Agreement 

Exhibit A - 23

Hosted Services Agreement 

Exhibit A - 24

Hosted Services Agreement 

Exhibit A - 25

Hosted Services Agreement 

Exhibit A - 26

Hosted Services Agreement 

Exhibit A - 27

Hosted Services Agreement 

Exhibit A - 28

Hosted Services Agreement 

7 Customer Hardware, Software, Connectivity and Network Requirements

7.1 Upgrades. Customer is required to maintain the latest version of supported NAVITAIRE and related third party software as directed by the NAVITAIRE Support Center. Upon receipt of upgraded software, newer versions of software, or notification of third party software updates, Customer must update their third party software versions within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Failure to complete the advised upgrades may result, at NAVITAIRE's option, in the suspension of Included Support as described in this Exhibit A, Section 5.

7.2 Equipment Specifications. These equipment specifications outline the required, supported hardware and software necessary for the proper function and efficient operation of the Hosted Reservation Services and applicable products. Unless otherwise specified in this Agreement, the equipment and software listed below are the responsibility of Customer. This list may not be all-inclusive, depending on the technical requirements of Customer.

All specifications are subject to change. Customer will be provided with not less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] notice of incremental hardware upgrade requirements.

Exhibit A - 29

Hosted Services Agreement 

Exhibit A - 30

Hosted Services Agreement 

7.3 Third Party Software. Customer is required to purchase directly from providers other related third party software licenses necessary to use the Hosted Reservation Services, including the following:
• Local network server operating system(s) license: Microsoft Windows NT 4.0, Novell, or similar Operating System supporting TCP/IP protocols.
• Reporting: Microsoft Reporting Services for New Skies report development and access.
• Airports: Re-certification of the ARINC/SITA emulators to support the New Skies airport interface.

Exhibit A - 31

Hosted Services Agreement 

7.4 Credit Card Processing

7.4.1 Authorization Services. Customer is responsible for all third party processes specifically related to credit card authorization services.

7.4.2 Settlement Services. Settlement services are handled via an appropriate merchant bank and/or clearing service as determined by Customer's geographical region, with approval by NAVITAIRE. Upon request, NAVITAIRE will provide specifications for settlement records which are required for conformity by Customer's settlement service.

7.4.3 Card and Payment Types.

• Supported Credit Cards: NAVITAIRE currently supports VISA, American Express, MasterCard, JCB, Diners Club, Discover Card, and Customer's private label credit card (Hipercard).

• Supported Debit Cards: NAVITAIRE currently supports regional debit cards such as Visa Electron (EL), Visa Delta, Visa Connect, Switch/Solo, Maestro, and Laser.

• Not Supported: Debit cards requiring a Personal Identification Number [PIN], ATM cards, or private label credit cards not specifically included in this Agreement are not supported.

• ELV: Ability to use an Elektronisches Lastschriftverfahren (ELV) form of payment through a European payment gateway is supported.

7.4.4 PCI Compliance. NAVITAIRE will remain in compliance with the Payment Card Industry's Data Security Standards ("PCI Standards") in force at the time of execution of this Agreement, and to the extent applicable to the Hosted Services provided by NAVITAIRE. Any subsequent changes to the PCI Standards requiring a modification to the Hosted Services shall be borne by Customer.

7.4.5 Data Circuits. Customer must arrange and pay for necessary circuits for authorization and settlement file transmissions. NAVITAIRE may act as Customer's agent to order and facilitate installation of these circuits upon written request by Customer.

Customer is responsible for the routing and switching of all credit card authorization requests except for internet payments, where NAVITAIRE is responsible for redirecting the URL to proxies.

7.5 CRS/GDS/ARS Agreements and Connection Fees (to Support Optional CRS/GDS/ARS Type B/Teletype Connectivity). Customer must negotiate and have in place, no later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the Target Date, the necessary participating agreements with each of the NAVITAIRE supported Computerized Reservation System/Global Distribution System (CRS/GDS) providers or airline and associated Airline Reservation System (ARS) providers. Implementation, integration, connection and Service Fees as described in Exhibit H and line charges may apply. NAVITAIRE will order and facilitate the installation of all circuits required to process CRS/GDS/ARS bookings, upon written notice from Customer.

8 Services Levels and Service Level Targets

8.1 Service Level Scope. The Service Levels contained in this Section represent the target service performance for the provision of the Hosted Reservation Services. Metrics, measurement, and reporting will create performance assessment measures that apply to operations services in the following three service categories:

• System availability targets.

• Metrics, measurement, and reporting.

• Remedies and corrective action.

Exhibit A - 32

Hosted Services Agreement 

8.2 Service Level Targets

8.2.1 System Availability. NAVITAIRE will seek to provide Customer with an overall Minimum System Availability Target of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of all Reporting Period Minutes for the applicable Reporting Period. Interrupted Service minutes will be measured and used to determine the percentage of monthly Hosted Services System availability.

(a) Interrupted Service will be defined as a complete system availability outage, including:

• NAVITAIRE controlled primary circuit network line being down.
• NAVITAIRE controlled server or router being down.
• System Error which causes the system to be completely unavailable.

Exhibit A - 33

Hosted Services Agreement 

(b) Partial System Interruption. Protracted response times will be measured based upon how long it takes the business transaction to complete its function within the NAVITAIRE controlled application tier. Response times will be measured internally by NAVITAIRE via EPIC (or a replacement tool that monitors the same criteria). A Partial System Interruption will be acknowledged when the following defined components reach the Unacceptable Response Time parameter, as defined below, due to components within NAVITAIRE's control.

• Interruption measurement will occur when Customer logs an Emergency IPR, indicating non-performance of the system or a subcomponent of the system no later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] from the beginning of the event. With this, NAVITAIRE will store processing data for the duration of the outage. Should the root cause be determined to be within NAVITAIRE's control, the rebates listed in Section 8.8.3 hereof will apply.

• Service Interruptions, either partial or complete system availability outages, attributed to Customer initiated processes or other Customer controlled events will not result in the payment of any penalties. The following guidelines will be used when determining the impact of Customer initiated processes and to confirm if an event qualifies as a Partial Service Interruption:

a) Processes that should never run during the production business day: Booking to Inventory Sync.
b) Processes that should be limited during peak business hours or during heavy load days: SkyUtilities batch processing and extracts, schedule changes, fare changes, AU updates, manual re-accommodations, activating a new schedule.

This is not intended to be a complete list. It does provide examples of the types of activities that will disqualify an event from consideration as a Partial Service Interruption.

Exhibit A - 34

Hosted Services Agreement 

(c) Exceptions. As NAVITAIRE cannot predict or control the performance of the internet, all service interruptions and performance problems associated with the VPN connectivity are excluded from the service level calculations and no rebates will be applicable. During high peak sales periods, slower/lower performance might occur due to the number of users connected, and Customer might face slowness on system response due to the internet connection. Customer needs to provide appropriate security levels and monitoring in order to guarantee information integrity. Additionally, as Messages provided in the Hosted Custom Application Messaging Services are not critical to the majority of Customer's booking process, they will be excluded from SLA measurement and associated rebates.

(d)Network Responsibilities. The diagram below shows those hardware components, network components (excluding the internet), and the software that resides on those components that are owned from a service level perspective by NAVITAIRE and those items that are owned by Customer. Items that are contained within the dotted-line (on the right side of the diagram) are the responsibility of Customer. During the event of an Interrupted Service, NAVITAIRE is responsible for errors that occur involving the hardware components, network components, and the software that reside outside of the dotted-line area.

Exhibit A - 35

Hosted Services Agreement 

(e) Planned Downtime. Planned Downtime will be used to provide hardware and software maintenance services. Planned Downtime is scheduled at a time that is agreeable for NAVITAIRE and Customer, generally between 12:00 AM and 4:00 AM local time for Customer. NAVITAIRE will notify Customer no later than 12 PM the day prior to the scheduled event if the time is needed for Change Control purposes.

8.2.2 Incident Problem Request (IPR) Service Response. NAVITAIRE will commit to the response targets below for each Emergency IPR logged System Error.

8.2.3 New Skies Defect Resolution Service Level

(a) For High priority IPRs for which the workaround or standard development timeframe incurs significant costs to Customer or which are not resolved within the target resolution timeframe as outlined in NAVITAIRE's Customer Support Guide as notified to Customer, and reasonably not refused by the Customer, Customer and NAVITAIRE will work together to expedite the resolution to such issues as soon as practical. Customer can invoke the escalation process outlined in Exhibit A, Section 8.7.2 of this Agreement. With the escalation of an incident, the incident will be examined and assigned to the appropriate work group for a response and the NAVITAIRE Account Manager, or designate, will provide updates each business day.

(b) If NAVITAIRE believes the incident can be resolved through existing Support procedures, Customer shall have the right, up to a maximum of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] times per [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], to re-define a High priority IPR to an Emergency priority IPR for expedited handling. If Customer does not use this option during a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] unused escalation exceptions may be carried forward to the next [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with a maximum of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] exceptions available to Customer in any specific [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] cap of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] escalation exceptions will still apply. Emergency IPR resolution commitments will apply to the escalation exceptions.

(c) Otherwise, for the New Skies platform during the Conversion Period, NAVITAIRE agrees to make a Senior Engineer available to Customer within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of an escalation to discuss details of the business requirement and options for meeting the business requirement. It is possible, even probable, that the most expeditious solution for the Customer would involve work by Customer or a third party. If the working group determines that the best technical solution requires NAVITAIRE coding, NAVITAIRE agrees to provide estimated cost and timeframe within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of business requirement agreement.

(d) After the Conversion Period, NAVITAIRE agrees to make a Senior Engineer available to Customer within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of an escalation to discuss details of the business requirement and options for meeting the business requirement. If the working group determines that the best technical solution requires NAVITAIRE coding, NAVITAIRE further agrees to address any required code fixes in the next available maintenance or major release. Customer recognizes that the nature of the required code change and associated testing will determine the type of release where the code can be implemented.

Exhibit A - 36

Hosted Services Agreement 

8.3 System Errors and Emergencies

8.3.1 System Errors. A System Error occurs when functionality that is included in the NAVITAIRE product user documentation is currently not working on Customer's site in the manner that it is described in the documentation.

Note: Customer must refer to the documentation that matches the version of software they are running. If Customer wants a feature that is not currently included in their software version, but the feature is included in a later software version, Customer must upgrade their software to that version to be able to take advantage of the new features and functionality.

System Errors detected during testing in Customer's test environment should also be logged through the Internet based customer support tool with a reference to the test database code. NAVITAIRE will respond to all Emergency IPRs for the test environment within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

No failure of any reconfiguration by Customer of a Configurable Template shall be deemed to be or can create a System Error.

8.3.2 System Error Reporting. Customer may report an identified Hosted Reservation Services System Error at no additional cost using the Internet based customer support tool IPR schema. A System Error is defined in this Exhibit A, Section 8.3.1.

8.3.3 System Error Classification. When Customer reports an IPR for a System Error, it will be assigned a priority based on the severity of the issue. These priorities will be assigned using the following table:

An example of an "Emergency" System Error might include:

a) Hosted Reservation Services are totally unavailable due to a NAVITAIRE controlled communication line.

Examples of a "High" System Error might include:

Exhibit A -37

Hosted Services Agreement 

a) Cannot change any airline schedules through Schedule Manager.
b) Cannot load new fares through Fare Manager.
c) Unable to generate confirmation itineraries for Internet customers.
d) Settlement files are delayed by one day in being sent to the settlement bank.

An example of a "Medium" System Error might include:

a) Slow system response for specific tasks.

8.3.4 Emergency Response Procedure. In the event of a Customer Emergency, the NAVITAIRE Support Center may be contacted for assistance, according to the procedures outlined in this Exhibit A, Section 5.4.

8.3.5 NAVITAIRE Support Communication Targets. For High, Medium, and Low IPRs, response targets are provided in the table below. NAVITAIRE's resolution targets are provided in the Support User Guide, available on NAVITAIRE's Customer Care web site.

8.4 System Changes

8.4.1 Change Control. Change control covers all events that impact application software, custom software, system software, or hardware. The Change Control process effectively plans and facilitates changes to the Hosted Services System, including ownership for mitigating problems that may occur with a change to minimize any associated downtime. This function is responsible for coordinating and controlling all change administration activities (i.e., document, impact, authorize, schedule, implementation control), and determining if and when a change will be implemented in the production environment.

8.4.2 Enhancements. An "Enhancement" is a request for a new report or application or an improvement to an existing application related to usability, performance, additional functionality, or flexibility. Enhancements will be logged in the Internet based customer support tool. Such requests can be in response to:

(a) Mandates controlled by external third parties including governments, governing industry bodies such as International Air Transport Association [IATA], Société Internationale de Télécommunications Aéronautiques [SITA], or airport authorities. Efforts required to develop, implement, document, and/or train on these mandates are payable by Customer. Examples include:
• Taxes, fees, security issues, immigration.
• Airport technology issues that impact airlines such as bag tag, Common Use Terminal Emulator (CUTE), or CUBE.

(b) Customer requests that are initiated through a direct request, user conference, or through Customer's NAVITAIRE Account Manager. Examples include:

Exhibit A - 38

Hosted Services Agreement 

• Competitive advantage.
• Improved passenger services.
• Specific client requirements.
• Improved business management.

(c) Internal requests that are initiated through the sales cycle, Technology, Development, or NAVITAIRE line of business. Examples include:

• Cost reduction initiatives.
• Product obsolescence.
• Corporate business plan objective.

8.4.3 Urgency Classifications for Enhancements. Enhancements will be assigned a priority according to the criteria in the table below. If there is a disagreement as to the priority of the requested Enhancements, these will be decided between the NAVITAIRE Account Manager and the Customer Account Liaison. If this cannot be resolved at this level, it will be escalated to the respective Executive Sponsors for determination.

Exhibit A -39

Hosted Services Agreement 

8.4.4 Releases. NAVITAIRE software changes are bundled into work units called releases. Customer is responsible for maintaining current versions of the NAVITAIRE software and all costs associated with implementing a release. Upgrade requests will be initiated using the standard NAVITAIRE Work Order process. The type and content of each release will vary according to criteria listed in the chart below.

Exhibit A - 40

Hosted Services Agreement 

8.4.5 Release Stabilization Period. Following a Major Release as defined in this Exhibit A, Section 8.4.4, Hosted Services System performance for all or some of the Minimum System Availability Targets are subject to exemption during periods of time identified as Stabilization Periods. A Stabilization Period is defined as follows:

•As used herein, the term "Stabilization Period" means the first [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following a Major Release. During the Stabilization Period incidents related to the functionality added for a particular third party service in the release that are directly related to that third party service are exempted from the Service Levels performance target. The Stabilization Period will not apply to Major Release 'sub-releases' or fixes.

During this time NAVITAIRE will work with Customer to periodically evaluate and refine the service level measures applicable to such third party service offerings.

8.5 Notification of Increased Usage. As previously stated in Section 4.3 of the Agreement, Customer agrees to use commercially reasonable efforts to provide NAVITAIRE with the designated advance notice of significant volume increases, according to a NAVITAIRE defined process.

Due to the anticipated impact on performance of the Hosted Reservation Services, the first [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following the increase in volume will be defined as a Stabilization Period. The purpose of this Stabilization Period is to allow the operation of the solution and the service level to stabilize from the influence of the increase in volume. During the Stabilization Period, NAVITAIRE will work with Customer to evaluate and refine the Service Levels targets. At the conclusion of the Stabilization Period, NAVITAIRE and Customer may mutually agree to revise Service Levels performance targets. The Service Levels performance targets set forth in this Exhibit A, Section 8 shall remain in effect until the parties agree on revised Service Levels.

8.6 Service Levels Reporting

8.6.1 General. Regular, standardized Service Levels reporting provides a common denominator, which measures and evaluates service performance. This provides a basis on which conclusions can more easily be drawn as to the actual Service Levels achieved. NAVITAIRE will monitor and measure performance of specified Service Levels items and send a Monthly Performance Report to Customer for review and approval. The report will be structured for Customer's internal use and metrics will be generated and distributed on a monthly basis.

8.6.2 Report Information

• Monthly Performance Report. The NAVITAIRE Account Manager will submit a Monthly Performance Report by the sixth business day of the subsequent month following the Reporting Period to the Customer Account Liaison. The report will contain the monthly indicator of Service Levels statistics and will be transmitted via email unless otherwise requested by Customer. The report will also summarize all Interrupted Service Reports for the Reporting Period.

• Interrupted Service Report. The NAVITAIRE Account Manager will provide an Interrupted Service Report, created by the Global Support Center, following an outage or Interrupted Service. This report will summarize circumstances, identified cause (if known) and will outline any identified corrective action. Each Interrupted Service Report will be given a tracking number for reference on the Monthly Performance Report.

8.6.3 Report Follow Up. If Customer has any questions or objections to the report, they will notify their NAVITAIRE Account Manager within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of receiving the report and NAVITAIRE shall respond within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of notification. If the parties cannot agree on the measurements reported, the matter will be escalated to the respective Executive Sponsors, and, if still unresolved, will be escalated as outlined in Section 19.5 of the Agreement (Dispute Resolution).

Exhibit A - 41

Hosted Services Agreement 

8.7 Review and Correction

8.7.1 NAVITAIRE Account Manager Review. In addition to Support Center Support and Emergency services, the NAVITAIRE Account Manager will coordinate a teleconference with the Customer Account Liaison within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the Interrupted Service to discuss the details outlined in the Interrupted Service Report and to update Customer on any identified cause or status. The NAVITAIRE Account Manager will close the Interrupted Service Report with the Customer Account Liaison upon final report of identified cause and any outline of corrective action.

8.7.2 Executive Review. Upon the request of the NAVITAIRE or Customer Account Liaison, an Executive Sponsor teleconference and a further escalation to the CEO, President, or Managing Director level of each company may be made depending on the severity of the Interrupted Service.

8.8 Remedies and Corrective Action. The remedies and corrective action described below will be applied with respect to each Reporting Period, which commences after [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following completion of Implementation Services. Conflict and Exhaustion of Provisions as stated at the beginning of this Exhibit A will apply to this Section.

8.8.1 Corrective Action. The NAVITAIRE Account Manager shall monitor corrective action and report to the Executive Sponsors. In the event that Minimum System Availability Targets are not met during the Reporting Period, the NAVITAIRE Account Manager shall initiate corrective action during the subsequent Reporting Period. NAVITAIRE shall, at its own expense, use commercially reasonable efforts to correct the deficiency in order to meet future Minimum System Availability Targets.

8.8.2 Failure Notification. Upon a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] failure of NAVITAIRE to meet Minimum System Availability Targets during successive Reporting Periods, the issue shall be escalated to the CEO, President, or Managing Director level of each company. Customer may notify NAVITAIRE, in writing, of the failure to meet Minimum System Availability Targets. Upon receipt of such notice, NAVITAIRE will begin reporting System Availability in weekly Reporting Periods and will communicate to Customer within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and in writing the status of improvement in performance. If NAVITAIRE fails for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in any consecutive [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] period to meet Minimum System Availability Targets, Customer may terminate this Agreement in accordance with Section 5.2.1 of the Agreement. During such an event Customer may either: (a) reduce payment of monthly Service Fees in an amount proportionate (not to exceed [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of total monthly Service Fees unless mutually agreed by the parties) to the extent by which the Service Levels have been impaired, until performance is resolved; or (b) terminate this Agreement and require NAVITAIRE to use commercially reasonable efforts to work with Customer and its selected vendor to move the data to another reservation system vendor, charging Customer time and materials.

8.8.3 Rebate Provisions. In the event an Interrupted Service causes NAVITAIRE to fall below the Minimum System Availability Target as outlined in Section 8.2.1 of this Exhibit during a specified Reporting Period, the following provisions shall apply:

(a) Interrupted Service – Rebates per Incident. If, during any Reporting Period, the Interrupted Service Minutes exceed the minutes allowed by the Minimum System Availability Target, excluding Planned Downtime Minutes, a rebate per minute will be applied to each minute exceeding the Minimum System Availability Target as follows:

Exhibit A - 42

Hosted Services Agreement 

At Customer's discretion, on a case by case basis, the rebate per minute can be either:

• [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], which will be credited to the invoice associated with the Reporting Period, OR
• Credits to the value of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] which can be applied as a credit against any fees payable by Customer for developments specifically requested by Customer.

(b) Partial System Interruption – Pro-rated Rebates per Incident. For Partial Interrupted Service minutes that exceed the minutes allowed by the Minimum System Availability Target, excluding Planned Downtime Minutes, the following percentages will be applied based upon the component:

Partial System Interruption minutes will be evaluated monthly with rebates paid on the interruption minutes occurring once NAVITAIRE has failed to meet the Minimum System Availability Target(s). Service credits will not exceed [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the per [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] amount listed in Section (a) above.

For the avoidance of doubt, a single incident cannot be considered both an Interrupted Service and a Partial System Interruption. Further, a single incident cannot be considered an Interrupted Service/Partial System Interruption under both Hosted Reservation Services, as defined in this Exhibit A and Hosted Web Services, as defined in Exhibit F.

(c) Interrupted Service – Maximum Rebate Per Incident Caps.

Non-Severe Interrupted Service of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of unplanned downtime

The maximum rebate that may be assessed is either:

• [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the billing for the Hosted Reservation Services in the associated Reporting Period if Customer has elected rebates in the form of credits to the invoice, OR
• [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the billing for the Hosted Reservation Services in the associated Reporting Period if Customer has elected rebates in the form of development credits.

Severe Interrupted Service of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of unplanned downtime

The maximum rebate that may be assessed is either:

• [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] rebate of the Hosted Reservation Services of the associated billing period if Customer has elected rebates in the form of credits to the invoice, OR

Exhibit ▇- ▇▇

Hosted Services Agreement 

• [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the billing for the Hosted Reservation Services in the associated Reporting Period if Customer has elected rebates in the form of development credits.

(d) Posting of Credits to Invoices. Rebates will be computed by the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following the conclusion of the Reporting Period. Any rebates to be assessed will be either:

• credited to the invoice associated with the Reporting Period if Customer has elected for rebates in the form of credits to the invoice, OR
• added to the rolling total of development credits maintained by the NAVITAIRE Account Manager if Customer has elected for rebates in the form of development credits.

(e) Use of Development Credits. The use of the development credits will require a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] project priority notification by Customer to ensure that the proper resources can be made available. A monthly audit of development credits utilized will be completed by the NAVITAIRE Account Manager. A monthly review of work completed, work in process, and future prioritization of work will be held with Customer and NAVITAIRE's Account Manager. Customer must keep current with project prioritizations and ensure timely replies to NAVITAIRE staff regarding project issues. Delays in projects due to fault of Customer will count against the development credits total. Should a project be delayed by fault of NAVITAIRE, the remaining development credits will be carried forward to the following month. Should additional resources be required, NAVITAIRE will provide such resources (based on availability) which will be billed at contractual rate as outlined in Exhibit H. Customer must utilize development credits within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of issue.

(f) Default Rebate Position. Customer will receive rebates in the form of invoice credit for all qualifying Interrupted Service(s) of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or more [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of unplanned downtime, unless Customer advises its Account Manager within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the Interrupted Service(s) that it prefers to receive development credit.

(g) Rebate Earn Back. NAVITAIRE will have the opportunity to earn back rebates in the months following service interruptions in which rebates were incurred, provided that NAVITAIRE achieves System Availability greater than the Minimum System Availability Target in each subsequent month. Rebates will be earned back per the following scheme:

• Month [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following month in which rebates were incurred – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of rebate.

• Month [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following month in which rebates were incurred – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of rebate.

• Month [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following month in which rebates were incurred – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of rebate.

Exhibit A - 44

Hosted Services Agreement 

EXHIBIT C  

NAVITAIRE CONTACTS

NAVITAIRE agrees to provide contacts for the following areas. Customer should use these contacts as necessary. Customer contact with non-authorized NAVITAIRE personnel may result in Direct Consultation Fees as described in Exhibit H, Section 1.3.

1 NAVITAIRE Global Support Center

The following number is to be utilized as described in Exhibits A, B, F, G, K, and J:

2 NAVITAIRE Commercial Account Manager

NAVITAIRE agrees that the following individual is authorized to communicate with Customer on behalf of NAVITAIRE with respect to commercial account management, project funding, contractual performance, and other commercial issues with respect to the Hosted Services:

3 NAVITAIRE Service Account Manager

NAVITAIRE agrees that the following individual is authorized to communicate with Customer on behalf of NAVITAIRE with respect to service account management, service delivery, contractual reporting obligations and other service issues with respect to the Hosted Services:

4 NAVITAIRE Account Executive Sponsor

NAVITAIRE agrees that the following individual is responsible for Executive Sponsorship and for business issue escalation:

5 NAVITAIRE Financial Contacts

Customer may contact the NAVITAIRE Finance Department at the following regarding payments, invoices or other financial issues:

Exhibit C - 45

Hosted Services Agreement 

EXHIBIT D 

CUSTOMER CONTACTS

NAVITAIRE agrees to use the following for its initial and primary contacts with Customer.

1 Customer Emergency Contact

Customer agrees that the following number is available and will be answered after-hours for NAVITAIRE's use in case of an emergency related to the Hosted Services. Failure for NAVITAIRE to obtain an answer from this Emergency Contact will prevent NAVITAIRE from providing support during an emergency. This may cause the system to be unavailable until such time that a Customer Emergency Contact may be reached.

2 Customer Account Liaison

Customer agrees that the following individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to account management, project funding, performance, payment, and other commercial issues with respect to the Hosted Services:

3 Customer Operations Management Contact (if applicable)

Customer agrees that the following individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to Hosted Operations Management Services. If no Customer Operations Management Contact is listed in this Section, NAVITAIRE will contact the Customer Authorized Support Contact(s) in this Exhibit D, Section 8.

4 Customer Planning Optimization Contact (if applicable)

Customer agrees that the following individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to Hosted Planning Optimization Services. If no Customer Planning Optimization Contact is listed in this Section, NAVITAIRE will contact the Customer Authorized Support Contact(s) in this Exhibit D, Section 8.

5 Customer Recovery Optimization Contact (if applicable)

Customer agrees that the following individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to Hosted Recovery Optimization Services. If no Customer Recovery Optimization Contact is listed in this Section, NAVITAIRE will contact the Customer Authorized Support Contact(s) in this Exhibit D, Section 8.

Exhibit D - 46

7 Customer Executive Sponsor

Customer agrees that the following individual is responsible for Executive Sponsorship and for Emergency escalation:

8 Customer Authorized Support Contact(s)

Customer may designate up to two (2) primary Customer Authorized Support Contacts. The Customer Authorized Support Contact(s) shall be the only persons authorized to access the NAVITAIRE telephone and Internet technical support systems, as described in Exhibits A, B, F, G, H, I, and J, on behalf of Customer:

In addition, Customer may designate up to two (2) indivduals that will act as alternates for the Customer Authorized Support Contacts. The designated alternate(s) for the Customer Authorized Support Contact(s) are:

9 Customer Financial/Accounts Payable Contact

Customer agrees that the following individual(s) is (are) the proper accounting contacts to whom all invoices and accounting documents will be delivered. These contacts will see to the timely payment of all invoices for services rendered under this Agreement.

Exhibit D - 47

Hosted Services Agreement 

10 Customer Revenue Accounting Contact (if applicable)

Customer agrees that the following individual is authorized to communicate with NAVITAIRE and make decisions on behalf of Customer with respect to Hosted Revenue Accounting Services. If no Customer Revenue Accounting Contact is listed in this Section, NAVITAIRE will contact the Customer Authorized Support Contact(s) in this Exhibit D, Section 8.

Exhibit D - 48

Hosted Services Agreement 

EXHIBIT H  
PRICE AND PAYMENT 

1 Fee Schedule

All fees in this Exhibit are specified in USD.

1.1 Service Fees

1.1.1 Monthly Recurring Service Fees - Core Services/Optional Products:

(a) Annual [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Commitments. Customer agrees to guarantee the level of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] equal to the values contained in the table located immediately below, for the purposes of calculating the recurring Service Fees, effective as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of each calendar year.

Table of Annual Minimums prorated by month as applicable:

Exhibit H - 49

Hosted Services Agreement 

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of each year, if Customer has not [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the Guaranteed Annual [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as listed above during that year, then Customer will immediately pay to NAVITAIRE the difference between [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and the Guaranteed Annual Minimum [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] using the applicable rates outlined in this Section 1.1.

(b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Ratio. The pricing outlined in this Section 1.1.1 is based upon a ratio of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or less. If the actual ratio of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] exceeds the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] ratio, NAVITAIRE reserves the right to apply the above pricing on a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] basis. For the sake of clarity, this ratio will be calculated using the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as the numerator and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as the denominator to create the ratio.

The calculation of the ratio above will be measured each month, prior to issuing the monthly invoice for Service Fees based upon actual Customer transactions by using the SkyReports report - Revenue by Market, with Fare Class Flown (or its successor as identified by NAVITAIRE). The report will be run twice to create the ratio by selecting different report criteria options, first selecting [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to generate the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and second selecting [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to generate the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. If the result of the calculation of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] divided by [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] exceeds the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] ratio, NAVITAIRE will notify Customer of:

• the actual ratio of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for that month, and
• the calculation used to determine the transaction-based Service Fees for Customer;

This information will appear at the top of the monthly invoice.

(c) Look to Book Ratio – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. A Look to Book Ratio of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will apply to all [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as described in Section 1 of Exhibit A. If the established Look to Book Ratio is exceeded, the excess usage fees will be calculated in accordance with the example provided below:

• If the Look to Book Ratio is between [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], each Get Availability API request that does not result in a completed booking will be charged the excess API usage fee [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
• If the Look to Book Ratio exceeds [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], each Get Availability API request that does not result in a completed booking will be charged the excess API usage fee of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

(d) Look to Book Ratio – [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. A Look to Book Ratio of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will apply to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as described in Section 1 of Exhibit A. If the established Look to Book Ratio is exceeded, NAVITAIRE and Customer will hold an Executive Review Meeting to review and work together around options. If no attractive options can be mutually agreed, the excess usage fees will be calculated in accordance with the example stated in the Look to Book Ratio definition provided in Section 1 of Exhibit A. The excess usage fees are [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] if the Look to Book Ratio for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] exceeds [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

Exhibit H - 50

Hosted Services Agreement 

(e) Passive/Informational Segments. NAVITAIRE provides the ability for Customer to store or enter information on other airline Passive/Informational flight Segments. NAVITAIRE reserves the right to ▇▇▇▇ for these Segments as if they were hosted Segments based on Customer's ability to select to retain Other Airline Segments in the New Skies Booking Configuration Interface. Additional functionality or options to enter, store, provide information – including for invoice purposes, will be the responsibility of Customer. A legitimate connection would be any connection that meets the IATA standards for arrival and continuation Segments.

For billing purposes, these Segments will be converted into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], using the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Ratio as provided for in Item (b), Section 1.1.1 of this Exhibit H.

1.1.2 Monthly Recurring Service Fees – Connectivity Services/Products CRS/GDS/ARS Type B/Teletype Connectivity. (Applicable only if selected in Section 2 of Exhibit A):

* Each unique AVS entity (address) used for the sole purpose of sending AVS messages is covered by the Core Services Monthly Recurring Service Fees for AVS Only Type B/Teletype. Monthly AVS message volumes for any unique AVS entity (address) greater than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] any single CRS/GDS/ARS monthly AVS message volume will incur the Monthly Infrastructure and Support Fee outlined in Section 1.1.2 above.

** Any CRS/GDS/ARS [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] volumes, collectively for all CRS/GDS/ARS above the included [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will incur the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Transaction Fee outlined in Section 1.1.2 above.

***For billing purposes, these [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be converted into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], using the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Ratio as provided for in Item (b), Section 1.1.1 of this Exhibit H.

Note 1: Any applicable message fees, segment fees or data circuits pertaining to the CRS/GDS and/or SITA/ARINC are the responsibility of Customer, including:

(a) CRS/GDS/ARS Imposed Message Fees (applicable to CRS/GDS/ARS messages only):

Per CRS/GDS/ARS agreement with NAVITAIRE, additional CRS/GDS/ARS fees may be billed to NAVITAIRE. Any and all such fees and/or charges attributable to Customer's Hosted Reservations Services, will be payable by Customer to NAVITAIRE, on a monthly basis. Upon request and on a time and materials basis, NAVITAIRE will provide Customer with a copy of the CRS/GDS invoice for Type

Exhibit H - 51

Hosted Services Agreement 

A/EDIFACT, Type B/Teletype, or other related charges with each monthly invoice.

These fees are in addition to the standard Host Reservation Services charges and are subject to any increases imposed upon NAVITAIRE by CRS/GDS/ARS. If CRS/GDS/ARS begins to assess message fees for test messages, these will also be billed cost to Customer at cost.

(b) SITA/ARINC or other Connectivity Provider Fees:

All fees from SITA/ARINC and/or other Connectivity Providers for routing of traffic need to be billed directly to Customer. Customer should pursue an arrangement with one or both of these providers independent of NAVITAIRE.

Note 2: In the event of a merger between two or more CRS/GDS/ARS partners, whereby NAVITAIRE is no longer required to process, report on, or support a separate IATA code (such as [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] or [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), Customer may request that NAVITAIRE terminate the services that are no longer required. Customer will provide a minimum of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] advance written notice informing NAVITAIRE of (a) the merging entity's IATA codes; (b) the proposed merger date; (c) the discontinued IATA code; and (d) Customer's desire to terminate all services for the discontinued IATA code. Upon receipt of said notice, NAVITAIRE will draft an amendment to the Agreement to remove the services from Exhibit A, Section 2 Scope of Services, and Exhibit H, Section 1.1.2 Monthly Recurring Service Fees - Connectivity Services/Products (Monthly Infrastructure and Support Fees).

Upon confirmation that (a) the merger was successful and (b) there are no longer any transactions being processed for the specific IATA code, NAVITAIRE will decommission any connections, settings, parameters, and services for the IATA code and generate a final invoice for the decommissioned services. Efforts undertaken by NAVITAIRE to decommission a CRS/GDS/ARS entity will be invoiced on a time and materials basis and paid for by Customer.

1.1.3 Monthly Recurring Services Fees – Connectivity Services/Products – CRS/GDS/ARS Type A/EDIFACT Connectivity. (Applicable only if selected in Section 2 of Exhibit A.)

Exhibit H - 52

Hosted Services Agreement 

* Any CRS/GDS/ARS Segment volumes, collectively for all CRS/GDS/ARS above the included [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will incur the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Transaction Fee outlined in Section 1.1.3 above.
** For billing purposes, these [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be converted into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], using the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Ratio as provided for in Item (b), Section 1.1.1 of this Exhibit H.
*** Type A/EDIFACT Availability is not available until New Skies version 3.0.

Note 1: If Customer implements a Type A/EDIFACT connection with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and/or [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the Effective Date of this Amendment, the pricing included in this Section will apply. Following this period, the pricing in this Section is subject to change.

Note 2: Any applicable message fees, segment fees or data circuits pertaining to the CRS/GDS and/or SITA/ARINC are the responsibility of Customer, including:

(a) CRS/GDS/ARS Imposed Message Fees (applicable to CRS/GDS/ARS messages only):

Per CRS/GDS/ARS agreement with NAVITAIRE, additional CRS/GDS/ARS fees may be billed to NAVITAIRE. Any and all such fees and/or charges attributable to Customer's Hosted Reservations Services, will be payable by Customer to NAVITAIRE, on a monthly basis. Upon request and on a time and materials basis, NAVITAIRE will provide Customer with a copy of the CRS/GDS invoice for Type A/EDIFACT, Type B/Teletype, or other related charges with each monthly invoice.

These fees are in addition to the standard Host Reservation Services charges and are subject to any increases imposed upon NAVITAIRE by CRS/GDS/ARS. If CRS/GDS/ARS begins to assess message fees for test messages, these will also be billed cost to Customer at cost.

(b) SITA/ARINC or other Connectivity Provider Fees:

All fees from SITA/ARINC and/or other Connectivity Providers for routing of traffic need to be billed directly to Customer. Customer should pursue an arrangement with one or both of these providers independent of NAVITAIRE.

1.1.4 Monthly Recurring Service Fees – Connectivity Services/Products – Code-Share Distribution with Customer as Code-Share Operating and/or Marketing Carrier. (Applicable only if selected in Exhibit A, Section 2):

* For billing purposes, these [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be converted into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], using the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Ratio as provided for in Item (b), Section 1.1.1 of this Exhibit H.

Note 1: Any applicable message fees, segment fees or data circuits pertaining to the CRS/GDS and/or SITA/ARINC are the responsibility of Customer, including:

Exhibit H - 53

Hosted Services Agreement 

(a) CRS/GDS/ARS Imposed Message Fees (applicable to CRS/GDS/ARS messages only):

Per CRS/GDS/ARS agreement with NAVITAIRE, additional CRS/GDS/ARS fees may be billed to NAVITAIRE. Any and all such fees and/or charges attributable to Customer's Hosted Reservations Services, will be payable by Customer to NAVITAIRE, on a monthly basis. Upon request and on a time and materials basis, NAVITAIRE will provide Customer with a copy of the CRS/GDS invoice for Type A/EDIFACT, Type B/Teletype, or other related charges with each monthly invoice.

These fees are in addition to the standard Host Reservation Services charges and are subject to any increases imposed upon NAVITAIRE by CRS/GDS/ARS. If CRS/GDS/ARS begins to assess message fees for test messages, these will also be billed cost to Customer at cost.

(b) SITA/ARINC or other Connectivity Provider Fees:

All fees from SITA/ARINC and/or other Connectivity Providers for routing of traffic need to be billed directly to Customer. Customer should pursue an arrangement with one or both of these providers independent of NAVITAIRE.

Note 2: Excludes block-space code-share arrangements booked via non-automated booking processes.

1.1.5 Monthly Recurring Service Fees – Connectivity Services/Products – Block Space Code-Share. (Applicable only if selected in Section 2 of Exhibit A):

There are no Monthly Recurring Service fees for Block Space Code-Share.

Note: Any applicable message fees, segment fees or data circuits pertaining to the CRS/GDS and/or SITA/ARINC are the responsibility of Customer, including:

(a) CRS/GDS/ARS Imposed Message Fees (applicable to CRS/GDS/ARS messages only):

Per CRS/GDS/ARS agreement with NAVITAIRE, additional CRS/GDS/ARS fees may be billed to NAVITAIRE. Any and all such fees and/or charges attributable to Customer's Hosted Reservations Services, will be payable by Customer to NAVITAIRE, on a monthly basis. Upon request and on a time and materials basis, NAVITAIRE will provide Customer with a copy of the CRS/GDS invoice for Type A/EDIFACT, Type B/Teletype, or other related charges with each monthly invoice.

These fees are in addition to the standard Host Reservation Services charges and are subject to any increases imposed upon NAVITAIRE by CRS/GDS/ARS. If CRS/GDS/ARS begins to assess message fees for test messages, these will also be billed cost to Customer at cost.

(b) SITA/ARINC or other Connectivity Provider Fees:

All fees from SITA/ARINC and/or other Connectivity Providers for routing of traffic need to be billed directly to Customer. Customer should pursue an arrangement with one or both of these providers independent of NAVITAIRE.

1.1.6 Monthly Recurring Service Fees – Connectivity Services/Products – E-Ticketing Connectivity. (Applicable only if selected in Section 2 of Exhibit A):

Exhibit H - 54

Hosted Services Agreement 

* Any CRS/GDS/ARS [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] volumes, collectively for all CRS/GDS/ARS E-Ticketed bookings, above the included [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will incur the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Transaction Fee outlined in Section 1.1.6 above.

** For billing purposes, these [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be converted into [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], using the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Ratio as provided for in Item (b), Section 1.1.1 of this Exhibit H.

Note 1: Any applicable message fees, segment fees or data circuits pertaining to the CRS/GDS and/or SITA/ARINC in connection with, or as a result of, the issuance of an E-Ticket, are the responsibility of Customer, including:

(a) CRS/GDS/ARS Imposed Message Fees (applicable to CRS/GDS/ARS messages only):

Per CRS/GDS/ARS agreement with NAVITAIRE, additional CRS/GDS/ARS fees may be billed to NAVITAIRE. Any and all such fees and/or charges attributable to Customer's Hosted Reservations Services, will be payable by Customer to NAVITAIRE, on a monthly basis. Upon request and on a time and materials basis, NAVITAIRE will provide Customer with a copy of the CRS/GDS invoice for Type A/EDIFACT, Type B/Teletype, or other related charges with each monthly invoice.

These fees are in addition to the standard Host Reservation Services charges and are subject to any increases imposed upon NAVITAIRE by CRS/GDS/ARS. If CRS/GDS/ARS begins to assess message fees for test messages, these will also be billed cost to Customer at cost.

(b) SITA/ARINC or other Connectivity Provider Fees:

All fees from SITA/ARINC and/or other Connectivity Providers for routing of traffic need to be billed directly to Customer. Customer should pursue an arrangement with one or both of these providers independent of NAVITAIRE.

Note 2: Any fees charged by the Electronic Ticketing Interchange and Database Provider for the services it provides under the terms of the ETSA are the responsibility of Customer and are exclusive of any charges assessed by NAVITAIRE for the services it provides under Section 6 of Exhibit A.

1.1.7 Monthly Recurring Service Fees - Booking History Files. (Applicable only if selected in Section 2 of Exhibit A):

Exhibit H - 55

Hosted Services Agreement 

1.1.8 Monthly Recurring Service Fees – Connectivity Services/Products – API Suites. (Applicable only if selected in Section 2 of Exhibit A):

There are no Monthly Recurring Service Fees for the API Suites.

1.1.9 Monthly Recurring Service Fees – Connectivity Services/Products – Hosted Web Check-In. (Applicable only if selected in Section 2 of Exhibit A):

There are no Monthly Recurring Service Fees for Hosted Web Check-In.

1.1.10 Monthly Recurring Service Fees – Connectivity Services/Products – 3-D Secure Programs* (Optional). (Applicable only if selected in Section 2 of Exhibit A):

* If the Services included in this Section are not part of Customer's initial purchase, the prices listed above will remain valid for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following the Effective Date of this Amendment. Following this time period, the pricing in this Section is subject to change.

** (i) Connectivity between Customer payment provider and Host Reservation Services to perform credit card authorizations.

(ii) Handled through the Value Added Services of SkyPay.

Note: Any applicable message fees or data circuits pertaining to the 3-D Secure Programs are the responsibility of Customer.

1.1.11 Monthly Recurring Service Fees – Connectivity Services/Products – Travel Commerce Services. (Applicable only if selected in Section 2 of Exhibit A):

* Any [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], collectively for all [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] bookings, above the included [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will incur the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Transaction Fee outlined in Section 1.1.11 above. A [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] may be booked and/or recorded in a Super PNR in the Hosted Reservation System or booked and/or recorded in a Non-Flight Related Fee Record in the Hosted Reservation System.

1.1.12 Monthly Recurring Service Fees – Data Store Products. (Applicable only if selected in Section 2 of Exhibit A):

Exhibit H - 56

Hosted Services Agreement 

* If Customer elects to upgrade to the Enhanced Data Store they will be invoiced at the rates provided for above.

1.1.13 Monthly Recurring Service Fees – Additional Data Storage. (Applicable only if selected in section 2 of Exhibit A):

* Provides Customer access to completed travel and historical data storage greater than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for read/write purposes and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for read/reporting only purposes. Cost is based upon expected segments determined by current growth and is subject to review and adjustment on an annual basis.

1.1.14 Monthly Recurring Service Fees – Connectivity Services/Products - Ticket Services and Sales Data Interchange (TCN File) (Optional). (Applicable only if selected in Section 2 of Exhibit A):

1.1.15 Monthly Recurring Service Fees – Low Fare Finder. (Applicable only if selected in Section 2 of Exhibit A):

There are no additional Monthly Recurring Service Fees for Low Fare Finder.

1.1.16 Monthly Recurring Service Fees – Disaster Recovery Services. (Applicable only if selected in Section 2 of Exhibit A):

There are no additional Monthly Recurring Service Fees for the Disaster Recovery Services.

1.1.17 Monthly Recurring Service Fees – Hosted Custom Application Messaging Services. (Applicable only if selected in Section 2 of Exhibit A):

* Subsequent Messaging Service installations will incur a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Monthly Recurring Service Fee, per deployment, with the exception of Block Space Code-Share Daily ODS Extract, per Partner Airline.

Exhibit H - 57

Hosted Services Agreement 

1.1.18 Monthly Recurring Service Fees – Open Skies Data Archiving. (Applicable only if selected in Section 2 of Exhibit A):

* Customer will not be invoiced for the first [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of Open Skies Data Archiving services.

1.1.19 Monthly Recurring Service Fees – VPN Connectivity. (Applicable only if selected in Section 2 of Exhibit A):

1.1.20 Monthly Recurring Service Fees – Web Hosting Services/Products – Benchmark Testing (Optional). (Applicable only if selected in Section 2 of Exhibit F):

There are no additional Monthly Recurring Service Fees for the Benchmark Testing.

1.1.21 Monthly Recurring Service Fees – SkyLedger Services/Products – Custom General Ledger Feed (Optional). (Applicable only if selected in Section 2 of Exhibit G):

There are no additional Monthly Recurring Service Fees for the Custom General Ledger Feed.

1.1.22 Monthly Recurring Service Fees – SkyLedger Services/Products - Credit Card Settlement Data* (Optional). (Applicable only if selected in Section 2 of Exhibit G):

* If the Services included in his Section are not part of Customer's initial purchase, the prices listed above will remain valid for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] following the Effective Date of this Amendment. Following this time period, the pricing in this Section is subject to change.

1.1.23 Monthly Recurring Service Fees – Revenue Accounting Services/Products - Inbound interline/Operating Code-Share Settlement* (Optional). (Applicable only if selected in Section 2 of Exhibit G):

SkyLedger functionality required to create settlement data supporting inbound interline and operating code-share agreements needs to be enabled for each interline/operating code-share partner. Test data will be provided to Customer's interline/operation code-share partner to ensure the data is successful prior to going into production. NAVITAIRE charges a flat fee per interline/operating code- share partner to cover the cost of implementation testing, and monthly file generation.

Exhibit H - 58

*If the Services included in this Section are not part of Customer's initial purchase, the prices listed above will remain valid for twelve (12) months following the Effective Date of this Amendment. Following this time period, the pricing in this Section is subject to change.

1.2 Implementation Fees

Exhibit H - 59

*Implementation Fees include training and exclude travel expenses and any new development. Implementation Fees are waived for products currently implemented on the Effective Date of this Amendment 14.

**Implementation Fees for CRS/GDS/ARS Type B/Teletype or Type A/EDIFACT Connectivity include up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of implementation support including project management, operations, NAVITAIRE system training, and support personnel. Additional implementation hours are billable on a time and materials basis. Optional distribution industry and business process consulting services are available as outlined in Section 1.2 above. Implementation Fees have been paid for Amadeus and Galileo.

*** Implementation Fees for either Operating or Marketing Code-Share include up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of implementation support including project management, operations, NAVITAIRE system training, and support personnel per partner airline. Implementation Fees for Operating and Marketing Code-Share conducted with the same partner airline include up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of implementation support provided by the personnel noted above, if occurring as part of the same project. Additional implementation hours are billable on a time and materials basis. Optional distribution industry and business expertise is available as outlined in Section 1.2 above.

**** Implementation Fees for the first Electronic Ticketing and Interchange and Database Provider Connectivity include up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] implementation support including NAVITAIRE operations and support personnel. On an optional basis after the carrier has completed their first [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] E-Ticket implementations and subject to Account Manager approval, the implementation can be conducted on a time and materials basis only without the services of a Project Manager. Additional implementation hours are billable on a time and materials basis. Optional distribution industry and business consulting is available as outlined in Section 1.2 above.

***** Optional distribution industry and business process expertise in connection with Implementation Projects is based upon resource availability and includes the services of Distribution Product Management personnel, at the rate consistent with manager level or higher as provided in Section 1.3 below.

1.3 Support Fees

Exhibit H - 60

Hosted Services Agreement 

* Fees include the COLA Adjustment of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] effective [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and are subject to future COLA Adjustments as provided for in Section 6.4, Fee Adjustment, of the Agreement.

1.4 Other Fees

Development Credits:

Per Section 8.1.6.1 of the Agreement and subsequent development, Customer had a remaining balance of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of development hours, as of the Effective Date of Amendment 7. The remaining hours have been utilized and no further obligation is required.

Per Exhibit H, Section 1.1.4.2 of Amendment 7, NAVITAIRE agreed to provide Customer with up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of enhancement development credits for the coding and/or testing of items identified in the Gap Analysis for the new Hosted Reservation Services platform and related conversion efforts. These development credits will expire [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after Customer has converted to the new Hosted Reservation Services platform. As of the Effective Date of this Amendment, there are [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] remaining for Customer's use.

Exhibit H - 61