Exhibit 10.7
NON-STANDARD SYSTEM AMENDMENT TO ASSOCIATE SABRE EQUIPMENT LEASE
AGREEMENT
This Amendment to the certain Associate SABRE Equipment Lease
Agreement made and entered into this 30th day of June, 1995 between
American Airlines, Inc. ("American") and Corporate Travel Link, Inc.
("Operator").
RECITALS
WHEREAS, American and Operator have entered into that certain
Associate SABRE Equipment Lease Agreement, dated as of June 30, 1995
(the "Agreement");
WHEREAS, it is in the best interest of the parties to modify
certain provisions of the Agreement.
WHEREAS, this Amendment specifies the terms and conditions under
which Operator shall be permitted to connect to American's
computerized reservations system ("SABRE") any Non-Standard System
("NSS") that complies with the standards and specifications to be
provided by American to Operator upon execution of this Amendment or
heretofore.
WHEREAS, Operator has requested and American has agreed to allow,
subject to the terms of this Amendment, the connection to SABRE of
the NSS, with the NSS to be placed at the location specified on
Schedule A of the Agreement.
Definitions.
1.1 Non-Standard SYSTEM means any computer hardware, including
printers, software or firmware acquired, leased or owned by the
operator, including but not limited to third party hardware,
software or data bases that meet American's specifications and/or
are certified by American for use with SABRE, but are not supplied,
sold, or maintained by American.
1.2 SABRE Component means all memory, disk storage space, ports and
any other element of the Standard Equipment.
2. Use of NSS
(a) operator represents and warrants to American that the NSS
has not been altered or modified. All devices communicating
directly with the System or the System network must be certified by
American.
(b) operator agrees that it shall accomplish the connection of
the NSS to SABRE in all compliance with American's standards and
specifications.
(c) operator shall remove all NSS placed on or within the
Standard Equipment prior to American's removing such Standard
Equipment from Operator's location. American disclaims, and
operator hereby waives, any responsibility or liability on the part
of American, under any theory whatsoever, for any NSS that Operator
has failed to remove from the Standard Equipment prior to American's
removing such Standard Equipment from Operator's location.
(d) Operator will allow American, on demand, the opportunity
to oversee the installation of the NSS at Operator's location.
(e) Operator shall not use NSS in conjunction with SABRE for
any function not specifically outlined in the Agreement and any use
or attempted use of any other function shall constitute a material
breach under this Amendment and the Agreement.
(f) operator shall also ensure that American has ingress to
operator's location on demand for conducting on-site inspections,
and testing of the NSS. Operator is responsible for ensuring that
any Standard Equipment at Operator's location has access to a
gateway or stand alone device supplied by American and using System
Software for the purposes of performing testing and diagnostics on
such Standard Equipment by American's designated agent. if American
determines, in its sole discretion, that the NSS is causing, or
contributing to, a problem with the System, SABRE or another SABRE
subscriber's access to or operation of SABRE, then American has the
right to terminate this Amendment immediately and/or immediately
restrict access to SABRE upon notice to Operator as provided for in
the Agreement and American shall have no liability to Operator for
such termination or restriction.
(g) Operator agrees that its continued right to maintain the
connection between the NSS and SABRE and to use the NSS in
connection with the Standard Equipment shall be dependent upon
operator's full cooperation with requests by American to repair,
alter, modify, or where necessary, deinstall the NSS if American
reasonably determines, that the NSS, or a component thereof, is
impairing the System or another SABRE subscriber's access to or
operation of SABRE.
(h) Operator shall pay American's then prevailing rate for all
employee resources expended by American for, but not limited to,
American's monitoring of the installation of the NSS and/or expended
in connection with on-site inspection and/or testing of the NSS
after installation, and service calls as well as any travel and
incidental expenses incurred by American's personnel or vendors for
the conduct of such monitoring, inspecting, testing or service
calls; provided, however, that after the initial installation of the
NSS, American will make such on-site inspections or test only where
it reasonably believes that the NSS is impairing the System, SABRE
or another SABRE subscriber's access to or operation of SABRE.
(I) Operator agrees that American has first and complete
access to the SABRE Component. If, as a result of Operator's use
of NSS, an upgrade of the SABRE Component is required, Operator
shall comply with the applicable provisions of the Agreement.
3. Release. American hereby releases Operator from any and all
claims American may have relating to the use of the NSS, including
upline transmissions in excess of permitted volumes arising on or
before the date of this Amendment.
4. Training. For the NSS hereunder, American may offer to
Operator training, subject to availability, at American's then
prevailing rate.
5. Maintenance. American shall continue to maintain the Standard
Equipment pursuant to the Agreement. All maintenance of the NSS
shall be the sole responsibility of the Operator. American will
accept calls to SABRE Operator Services regarding a malfunction of
the NSS if American determines that the malfunction is not
attributable to the NSS. Operator shall pay American's then
prevailing maintenance charges for any maintenance calls for SABRE
if American determines that the problems with SABRE were caused by
or attributable to the NSS.
6. SABRE Warranty. THE SABRE WARRANTY, AS DESCRIBED IN THE
AGREEMENT, SHALL BE INAPPLICABLE AS TO ANY STANDARD EQUIPMENT USED
IN CONNECTION WITH THE NSS, EITHER DIRECTLY OR INDIRECTLY, AND AS TO
SUCH STANDARD EQUIPMENT AMERICAN DISCLAIMS AND CUSTOMER, IN
CONSIDERATION OF AMERICAN'S ALLOWANCE OF THE CONNECTION OF THE NSS,
HEREBY WAIVES ANY AND ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING
BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR
INTENDED USE OF SUCH STANDARD EQUIPMENT, AS WELL AS THE DATA OR
SERVICES FURNISHED IN CONNECTION WITH SUCH STANDARD EQUIPMENT, OR
ANY LIABILITY IN NEGLIGENCE OR TORT WITH RESPECT TO SUCH EQUIPMENT,
DATA OR SERVICES.
7. Amendment to SABRE Protocol.. American expressly reserves the
right to amend the SABRE protocol for communications ("SABRE
Protocol") , and operator agrees that its continued right to connect
the NSS to SABRE, or to use the NSS in connection with SABRE, shall
be contingent upon operator having made the NSS compatible with the
revised SABRE Protocol no later than ninety days after Operator's
receipt of the notice of amendment of the protocol. Additionally,
American reserves the right to modify any SABRE application, even if
such modification requires changes in Operator's NSS software.
American will make reasonable efforts to notify Operator in advance
of such application changes, but undertakes no obligation to provide
such notice. Any expenses incurred in modifying Operator's NSS
software to conform to the SABRE application modifications shall be
the exclusive responsibility of Operator.
8. Defined Terms. The defined terms in this Amendment shall have
the same meaning assigned to such terms in the Agreement.
9. Agreement. Except as otherwise provided herein, all other
terms of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year written above.
CORPORATE TRAVEL LINK, INC.
AMERICAN AIRLINES, INC.
By: By:
Name: Name:
Title:
Title:
PCC:
