CONTENT AGREEMENT

This Content Agreement (Agreement), dated as of April 3, 2006 (the Agreement Date), is by and between Worldspan L.P., a limited partnership organized and existing under the laws of Delaware, USA (Worldspan), and Continental Airlines, Inc., a corporation organized and existing under the laws of Delaware, USA (Continental).

RECITALS

WHEREAS, Worldspan and Continental are parties to a Participating Carrier Agreement dated February 1, 1991 (as otherwise amended and supplemented from time to time, the PCA) pursuant to which Worldspan distributes Continentals products and services to Worldspan Agencies; and

WHEREAS, Worldspan desires to have access to, and Continental desires to provide to Worldspan, Continental Content for distribution through the Worldspan GDS to Worldspan Agencies in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, in order to allow Worldspan to provide enhanced content and functionality to its subscribers and Continental to reduce its distribution costs, the Parties desire to make available new optional distribution products that Worldspan can offer to its subscribers;

NOW, THEREFORE, in consideration of their respective undertakings hereunder and intending to be legally bound, Worldspan and Continental hereby agree as follows:

ARTICLE 1

TERM AND DEFINITIONS

1.1           Term.  The term of this Agreement (the Term) will commence on the Effective Date and will continue until (i) the fifth anniversary of the Effective Date or such later date to which the Term may be extended by mutual agreement of the Parties, or (ii) any earlier date upon which this Agreement may be terminated in accordance with the provisions hereof.

1.2           Definitions.  For purposes of this Agreement, each of the terms listed in Appendix A will have the meaning set forth therein.  Other terms used in this Agreement are defined in the context in which they are used in this Agreement.

ARTICLE 2

CONTINENTAL CONTENT

2.1           Continental Content Availability in the Territory.  During the Term, and subject to the provisions of this Agreement, Continental will provide to Worldspan for distribution to applicable Worldspan Agencies in the Territory, for the fees set forth in Article 4 and at no additional charge to Worldspan or, except as specified in this Agreement, to any Worldspan Agency, timely and complete access to, and the ability to generate Bookings from, each of the following types of Continental Content:

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

1

(a)           General Content, which means such Continental Content at such levels as Continental in its sole discretion designates for distribution to the Worldspan Agencies then participating in the General Access Product [**] or, in the absence of any such designation, Full Content.

(b)           Full Content, which means all schedules, Publicly Available Fares, fare rules, inventory, functionality, availability information, and other information that is used to make reservations or purchase air travel on Continental Flights (but which is not required to include any of the same pertaining to its [**], Promotional Fares, or Opaque Fares).

(c)           Super Content, which means Full Content plus the following:

(1)           Content.  Continental will provide (i) all additional information concerning schedules, fares, fare rules, inventory, functionality, and availability information that is used to make reservations or purchase air travel on Continental Flights, including all such information with respect to its Private Fares [**], and Opaque Fares, and (ii) all corresponding information with respect to other products and services provided by Continental and its Affiliates.  Notwithstanding the foregoing, the Parties agree that [**] through [**].

Continental will provide Super Content, together with any associated distribution restrictions, to Worldspan, and Worldspan shall ensure that Super Content is made available to Worldspan Agencies only in accordance with the applicable restrictions.  Continental agrees that it will not provide Continental Content that is greater than Super Content to any other External Distribution Channel.

(2)           Merchandising Opportunities.  Continental will use reasonable efforts to determine new products and services that may provide Worldspan Agencies with merchandising opportunities associated with additional functionality and products, all in accordance with and subject to the provisions of Section 5.2.  These products and services will be made available to Worldspan Agencies as soon as commercially reasonable following implementation for applicable Internal Distribution Channels.  They [**].

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