Cost Recovery Fee

Delta Booking Rules—Notice of Cost-Recovery Fee for Delta Bookings On Amadeus, Travelport/Galileo, Sabre and Worldspan

To: All users of the Amadeus, Travelport/Galileo & Worldspan, and Sabre Global Distribution Systems (GDS), including, but not limited to, all Delta Air Lines appointed Airline Reporting Corporation (ARC) Accredited Travel Agencies, all Non-ARC Accredited Agencies and Travel Service Providers, all agency affiliates, travel service providers and corporations with a CTD designation, and all Non-Delta appointed Subscribers to or Users of the Amadeus, Travelport/Galileo & Worldspan, and Sabre GDS, located within the 50 United States, the District of Columbia, Puerto Rico and the U.S. Virgin Islands (all such users
collectively referred to herein as the “GDS Users” and all such GDS's collectively referred to herein as the “Distribution Providers”).
From: Delta Air Lines, Inc.

Re: Cost Recovery Fee Effective August 1, 2007

Effective August 1, 2007, Delta implemented a Cost Recovery Fee for all GDS Users (as defined above) who choose to use higher cost Distribution Products of the Distribution Providers (as defined above) to make Delta bookings. These GDS Users will be required to share in Delta’s increased distribution costs for such use. Delta bookings include all bookings utilizing the “DL” designator code.

One of Delta’s objectives is to cost-effectively provide its content across all distribution channels to its travel agency partners and corporate customers so that they may use the vehicle of their choice to sell Delta. Travel agencies and other GDS Users using Delta’s ‘Preferred Booking Products’ will have access to Delta’s content and will be exempt from the Cost Recovery Fee.

Delta recognizes that some travel agencies and other GDS Users may elect to access Delta content through a product of a Distribution Provider that is not considered a Preferred Booking Product. These ‘Other Booking Products’ are more expensive to Delta and, as such, GDS Users who elect to use these channels to book Delta content will be assessed a Cost Recovery fee in order to help defray these higher costs. Also, at a later date, Delta may elect to withhold content from GDS Users using one or more of these Other Booking Products.

Outlined below are Delta’s policies and procedures

1. Eligible Agencies and Travel Service Providers

These policies and procedures apply to all Delta bookings made on or after August 1, 2007 and originating by GDS Users located in the 50 United States, the District of Columbia, Puerto Rico, and the US Virgin Islands.

2. Cost-Recovery Fee

The following fees effective August 1, 2007 (last update November 5, 2007)

3. Invoicing and Settlement

A. Invoicing

a. Eligible Bookings - GDS Users will be invoiced based upon their net passenger segments (including billable passive segments) booked through an Other Booking Product, using the booking data provided to Delta by the applicable Distribution Provider. For example, if a GDS User uses the Other Booking Product of a Distribution Provider to create a 2-segment PNR for a single passenger to travel from ATL-LGA-ATL, this booking counts as two gross passenger segments. If the Travel Agency cancels the final flight segment (LGA-ATL), the Travel Agency would be charged only for creating one net booked passenger segment.

b. Billing Periods - Billing periods begin on the first calendar day of the month and end on the last calendar day of the month. Relevant periods for purposes of the Cost-Recovery fees are: the "transaction month" (i.e. the calendar month for which Cost-Recovery fees are being assessed); the "reporting month" (i.e. the calendar month following the transaction month) and the "collection month" (i.e. the calendar month during which settlement of the Cost-Recovery fees shall be due from the GDS User).

c. Process - Normally, invoices for Cost-Recovery fees resulting from the use of the Other Booking Product of a Distribution Provider will be provided to the GDS User within 30 days after the conclusion of the transaction month, generally on or about the last day of the reporting month. For example, the invoice for the August transaction month will be sent on or about the beginning of October.

B. Settlement

a. Payment Terms - The GDS User will have 30 days from the invoice date to make full payment to Delta.

b. Enforcement - If payment is not received within 30 days from the date of invoice, Delta will deduct the unpaid amount from any payments due from Delta to the GDS User, including any incentive or override payments. Additionally, failure to pay will constitute a violation of this Booking Rule. If Cost-Recovery fees from Delta Air Lines Appointed Airline Reporting Corporation (ARC) Accredited Travel Agencies remain unpaid or unresolved, Delta may (pursuant to the ARC Agent Reporting Agreement and this Booking Rule), upon written notice to the GDS User, immediately terminate the Delta appointment of such GDS User and/or any agency location of such GDS User. If Cost-Recovery fees from Non-Delta Appointed Subscribers. Non-ARC Accredited Agencies, or other GDS Users remain unpaid or unresolved, Delta may direct the Distribution Providers to turn off such GDS User’s ability to make Delta bookings. In addition, Delta may also pursue any other remedies available.

c. Credits and Exceptions - Credits may be issued only when Delta determines that a billing error has occurred. Credit memos will be issued to GDS Users and such credit memos may be remitted to pay all or a portion of the next invoice. No other exceptions are recognized.

C. Support

a. Invoices will include contact information for assistance with GDS User questions about billing details and potential billing errors.

4. Subscriber Acceptance

Each GDS User’s acceptance of and agreement to these new terms and conditions is a requirement for the continuation of such GDS User’s appointment as a Delta travel agent, and or continuation of such GDS User’s ability to make Delta bookings through the GDS, as the case may be.

The continued booking of Delta air transportation services and products will be deemed to constitute each GDS User’s acceptance of and agreement to these new terms and conditions, and each GDS User’s first Delta booking on or after August 1, 2007, shall constitute such acceptance and agreement.

Delta reserves the right to modify or amend any of the terms and conditions set forth herein at any time upon notice from Delta.