CONTENT AGREEMENT

This Content Agreement (this Agreement), dated as of April 12, 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 United Air Lines, Inc., a corporation organized and existing under the laws of Delaware, USA (United).

RECITALS

WHEREAS, Worldspan and United are parties to a Participating Carrier Agreement dated February 1, 1991, (as otherwise amended, supplemented, or replaced from time to time, the PCA) pursuant to which Worldspan distributes Uniteds products and services to travel agencies and other organizations that subscribe with Worldspan for that service (the Worldspan Agency Base); and

WHEREAS, in order to enable Worldspan to offer optional products providing enhanced content and functionality to its subscribers and United 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 United 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 and will have the respective meanings specified there.

ARTICLE 2

UNITED CONTENT

2.1           United Content Availability in the Territory.  During the Term, and subject to the provisions of this Agreement, United will provide to Worldspan for distribution to applicable Worldspan Agencies in the Territory, 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 United Content:

(a)           General Content, which consists of such information, inventory, and functionality relating to the United Groups schedules, Publicly Available Fares, fare rules, and availability that is used to make reservations or purchase air travel on United

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

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Flights (but which is not required to include any of the same pertaining to the United Groups Private Fares, Promotional Fares, Opaque Fares, or Targeted Fares) as United 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 consists of all information, inventory, and functionality relating to the United Groups schedules, Publicly Available Fares, fare rules, and availability that is used to make reservations or purchase air travel on United Flights (but which is not required to include any of the same pertaining to the United Groups [**], Promotional Fares, Opaque Fares, or [**]).  Full Content includes all such information, inventory, and functionality [**].

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

(1)           United Content.  United will provide all additional United Content, including all of the United Groups Private Fares, Promotional Fares, and Opaque Fares, but excluding Targeted Fares that United also excludes from the United Content provided to other External Distribution Channels.  United will provide those fares and associated inventory, together with any associated distribution restrictions, to Worldspan, and Worldspan will make the fares available only in accordance with the applicable restrictions as defined by United.  United may extend its low fare guarantee program to any Bookings generated through the Super Access Product.

(2)           [**].  [**].

(3)           [**]. [**]

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

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[**]. For the avoidance of doubt, the provisions of this subsection 2.1(c)(3) do not apply to (i) benefits paid to employees of United or any company to which United outsources the operation of all, or a substantial part, of Uniteds internal sales operations, or (ii) any non-revenue travel certificate or similar benefit offered by United to ticketed passengers as a result of service disruptions or similar operational impediments.

(4)           Functional Parity.  United will, in accordance with and subject to the provisions of Section 5.2, provide Worldspan and the Worldspan Agency Base [**].  These functions will include [**].

The Parties will meet on an ongoing basis to review the composition of Super Content and agree upon enhancements thereto that will make Super Content more attractive to the Worldspan Agency Base.  Super Content will be provided to Worldspan only in accordance with the provisions of Section 3.4.

United will make its fares and all other applicable information available to Worldspan through the automated filing services provided by Airline Tariff Publishing Company (ATPCO), Worldspans internal Private Fare product (which is an Internet-based system used to input Private Fares and associated rules directly into the Worldspan GDS), or other standard industry procedures upon which United and Worldspan mutually agree.  For the avoidance of doubt, Uniteds provision of United Content to Worldspan includes the [**] (x) [**], or (ii) [**], or (y) [**].

2.2           United Content Availability Outside the Territory.  [**], United will provide to Worldspan for distribution to applicable Worldspan Agencies outside of the Territory, at no additional charge to Worldspan or to any Worldspan Agency, timely and complete access to, and the ability to generate Bookings from, [**].  However, for purposes of distribution outside of the Territory (i) the United Content provided for distribution is not required to include any fares that due to regulatory

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

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restrictions can be lawfully sold only though an Internet Channel branded for the sale of transportation on United Flights or the flights of members of an airline alliance of which United is a member, and (ii) any fares that due to regulatory restrictions can be lawfully sold only through Worldspan Agencies that have the requisite legal authority to offer such fares (e.g., a Air Travel Organizers Licensing license), will be made available only to Worldspan Agencies that have such legal authority.  United will make such United Content available to Worldspan and the Worldspan Agencies outside of the Territory at levels and amounts, and on terms and conditions, that are [**], and will provide distribution parity for such United Content in accordance with the provisions of Section 2.3.

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