Exhibit 10.11
Note: Portions of this exhibit indicated by "[*]" are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of the Company's confidential treatment request.
AMERICA WEST AIRLINES
CONSOLIDATOR AGREEMENT
This Agreement is made on this 14th day of December, 1998, between America
West Airlines, Inc., a Delaware corporation, at 4000 East Sky Harbor Boulevard,
Phoenix, Arizona 85034 (herein "America West") and Cheap Tickets, Inc., a Hawaii
corporation, at 1440 Kapiolani Blvd., Suite 800, Honolulu, Hawaii 96814 (herein
"Customer"). The parties agree on the following mutual covenants:
1. Fares:
a. Seats sold will be at specific fare levels in markets specified by
America West and under the conditions stated in Attachments A and B herein.
b. The net fares herein shall be applicable for travel wholly over the
services of America West and America West Express, all other codeshare flights
are not applicable. Net fares are as shown on Net Fare Sheets under Attachment
A, herein.
c. Net fares are subject to change at the sole and complete discretion of
America West. Written notice shall be provided to Customer not less than five
(5) business days prior to the effective ticketing date of any net fare change,
or two (2) business days for electronic filing of fares. Customer agrees that
it will pay the changed fare amounts for all tickets issued as of the effective
date of such net fare change. By signing and returning the confirmation page of
all Bulk Program Advisories, Customer acknowledges receipt of said advisories.
Failure to sign and return confirmation does not release customer from adherence
to any revisions made on such advisories.
d. The [*] Fare [*] allows Customer to take applicable commission
levels on published fares. Restrictions and commission are as stated in
Attachment B, herein.
e. Fares do not include the following: US Transportation or International
Taxes; Fuel Surcharges; Passenger Facility Charges; and/or other
city/governmental surcharges.
2. Payment/Reporting:
Customer agrees to issue tickets on standard industry ticket stock.
In accordance with ARC policies and procedures, tickets will be reported and
funds due for tickets will be remitted through ARC each week. Invoices for
other than ticket sales shall be due and payable within fifteen (15) days from
the date of invoice, and shall not be subject to any offset or deduction for
any purposes.
3. Advertising:
Customer agrees that it will not use the America West trade name or service
marks in any advertising, promotional material, brochures, printed matter or
signs or internet web sites without the prior review and written approval of
such material by America West.
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
4. Internet:
If customer utilizes an Internet website to facilitate the sale of America
West seats, customer agrees to the following:
a) A complete list of all Internet website addresses connected to the
sale of the America West seats will be provided to America West within
ten (10) business days of submission of this signed Agreement. Any
additions, deletions or corrections to this list must be communicated
to America West within ten (10) business days of said additions,
deletions or corrections.
b) If a website contains restricted pages that are used to facilitate
business, customer agrees to provide passwords necessary to gain
access to restricted pages.
5. Contract Non-Compliance:
a. America West is entitled to receive compensation for the full value of
the coach fare in the event that inventory sold is not ticketed in accordance
with Attachment A and B.
b. Compensation due America West will be invoiced to Customer due and
payable (15) business days after notification.
c. Revenue Accounting will continue to advise Customer through issuance of
debit memos or invoices of compensation due America West when reservations are
found booked and/or ticketed in the wrong class of service, or for other booking
or ticketing irregularities including but not limited to individual CRS bookings
that qualify as a group, and booking published fares without ticketing in
accordance with tariff rules. America West will recover CRS fees as well as
full ticket value of any booking irregularity.
6. Default:
In the event Customer fails to make payment as required by this Agreement,
America West shall provide written notice to customer to cure such default
within five (5) working days from the date of such notice. In the event such
non-payment is not cured within said five (5) days, this Agreement shall be
terminated immediately. If Customer fails to perform any other terms of this
Agreement and is in default thereof, this Agreement may be terminated after
thirty (30) days written notice of those matters in default being given and the
failure of Customer to cure such default. America West shall be free to pursue
all legal and equitable remedies available for any default.
7. Terms and Termination:
a. The term of this Agreement is from January 1, 1999 through December 31,
1999, with all travel completed by January 31, 2000, and either party may
terminate this Agreement without cause by giving not less than thirty (30) days
prior written notice of their intention to do so. Such termination shall not
relieve either party from payment of amounts currently due and owing, and
neither party may terminate this Agreement if that party is in default in the
performance of this Agreement.
b. Should Customer fail to perform it's duties as outlined in this
Agreement and such default shall continue after thirty (30) days written notice
to correct such default, then America West may terminate this Agreement.
8. Lost Tickets:
When a passenger loses his/her America West ticket, the passenger may
purchase a replacement ticket for the portion lost, and will be refunded the
price of the replacement ticket, provided the itinerary (flight number, travel
date, city) of the replacement ticket is exactly the same as the lost ticket.
If a replacement ticket is not purchased for the exact itinerary, no refund
will be made.
9. Confidentiality:
The terms and conditions of this Agreement are strictly confidential. Any
breach of Confidentiality, duplication of the Agreement and/or its Attachments,
use or disclosure of this Agreement in whole or in part for any purpose shall
immediately render this Agreement null and void and subject to immediate
cancellation at the option of America West.
10. Entire Agreement:
This Agreement represents the entire understanding between the parties. No
waiver, alteration, or modification of any of the provisions herein shall be
binding unless in writing and signed by and authorized agent or representative
of the parties.
11. Assignment and Binding Effect:
The provisions of this Agreement shall be binding upon any successor to
either of the parties, but shall not be assignable by Customer.
12. Attorney's Fees:
In the event that an action is necessary to enforce the terms of this
Agreement, the prevailing party in such action shall be entitled to recover its
reasonably attorney's fees and costs.
13. Applicable Law:
The laws of the State of Arizona shall govern this Agreement.
14. ARC Numbers:
A current and complete list of ARC numbers included under this Agreement
must be provived to America West within ten (10) business days of submission of
this signed Agreement. This information should be either mailed or e-mailed to:
Laura Loveland
America West Airlines
4000 E. Sky Harbor Blvd. HY-SPO
Phoenix, Arizona 85034
E-mail address: llovlnd@goodnet.com
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If the number of ARC locations exceeds ten (10), Customer agrees to provide ARC
numbers on a 3 1/2" IBM compatible diskette in MS Excel format. The file will
also include the address and phone number for each 8-digit ARC number. Any
additions, deletions or corrections to this ARC list must be submitted to
America West within ten (10) business days of said additions, deletions or
corrections.
CHEAP TICKETS, INC. AMERICA WEST AIRLINES, INC.
By: /s/ Michael J. Hartley By: /s/ Ron L. Cole
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Michael J. Hartley Ron L. Cole
President & CEO Vice President, Sales
Date: 12-18-98 Date: 1-20-99
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Attachment A
[*]
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.
Attachment B
[*]
[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.