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Sample Business Contracts

1999 Net Consolidator Program - CTI and Trans World Airlines Inc.

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                         1999 NET CONSOLIDATOR PROGRAM
================================================================================



                                                                                   
YOUR FIRM:    CTI                                             Proposal Date:                January 19, 1998
              1440 Kapiolani Blvd.                            Your Firm ARC:                1260167/05-51326
              8th Floor                                       Effective Date:               November 1, 1998
              Honolulu, HI  96814                             Termination Date:             October 31, 1999
              (hereinafter "Your Firm")                       DISTRICT:                     LAX
                                                              AGREEMENT NO:                 CON99005


This Agreement, when accepted shall constitute the entire Agreement between Your
Firm and Trans World Airlines, Inc. ("TWA") with respect to net fares applicable
to the markets identified herein, for air travel on TWA or Trans World Express
("TWE") commencing with the above Effective Date and continuing through the
above Termination Date, and is subject to the General Terms and Conditions set
forth on the following pages. This Agreement supersedes and replaces all
previous understandings and agreements, whether oral or written with respect to
the subject matter hereof.

The net fares offered to Your Firm are predicated on the following:

1.  All travel must originate in the USA, with no westbound origination, and
    must be round-trip, open-jaw, circle trip, or one-way. One way transatlantic
    travel permitted at 60% of the applicable round-trip fare.
    
2.  All travel must be sold consisting of a [*] minimum, ninety (90) day maximum
    stay.     

3.  All fares are quoted in U.S. dollars and are payable in U.S. dollars
    (regardless of the currency rate of exchange).  Payment must be made in cash
    only; payment by credit card or MCO is not acceptable.

4.  Net fares, surcharges and applicable fees are not subject to commission.

5.  Net fares are exclusive of fuel, departure, passenger facility, airport,
    terminal and/or security taxes or surcharges, which when applicable must be
    added to the fare collected from the passenger, and shown on the ticket(s)
    when issued. Outbound date determines round trip seasonal fares only.
    Surcharges, fees, sell-up differentials are applicable based on actual
    differentials are applicable based on actual date of travel and must be
    added to the fares regardless of departure date and/or season. Any passenger
    routing must be the same as the routing of any TWA published fare for that
    city pair.

6.  Travel may not be combined with or ticketed in conjunction with any other
    fare on TWA/TWE (except for fares listed in this Agreement) or any other 
    carrier or airline fare.

7.  Net fares must be ticketed within [*] days of booking a reservation;
    however, for bookings made within [*] days of departure ticketing must
    occur within [*] hours.

8.  No block space is permitted; group bookings (10 or more passengers) require
    specific authorization from TWA's Group Desk, and are subject to the terms
    and conditions applicable to TWA Group Desk sales procedures.

9.  Net fares are subject to change upon fifteen (15) days prior written notice.

10. All sales are subject to audit by TWA. Booking or ticketing violations will
    subject Your Firm to debit memo, cancellation of booking and/or immediate
    termination of this Agreement, at the sole discretion of TWA.

11. During the term of this Agreement, Your Firm agrees to ticket an average of 
    [*] net flown (based on true origin and destination) passengers per month.

12. No tour conductor, student, infant, senior, site, agency discounts are
    permitted. 

13. All tickets must be issued on standard stock with TWA (015) validation.  No
    manual ticketing is permitted.

14. In the event of departure date weather conditions or TWA encounters
    operational difficulties which result in flight cancellation, delay or
    misconnection, TWA will provide transportation on its next available flight
    in the same class of service as originally ticketed, at no additional cost
    to passenger. TWA does not guarantee reprotection of passengers on another
    airline.

15. No name changes allowed on ticketed reservations (PNR).


[*] The redacted portion, indicated by this symbol, is the subject of a 
confidential treatment request.

<PAGE>
 
                         1999 NET CONSOLIDATOR PROGRAM
================================================================================

                         GENERAL TERMS AND CONDITIONS

1.  This agreement shall become effective as of the date indicated above
    provided one (1) copy, signed by Your Firm is returned to TWA within thirty
    day of the date TWA signed this Agreement. In the event this Agreement is
    not so returned, it shall be construed as an offer only and shall be deemed
    automatically revoked. Any alterations, deletions or additions to the Terms
    and Conditions of this Agreement will not be effective without the express
    written approval of TWA.

2.  Either party may cancel this Agreement at anytime, with or without cause,
    upon 30 days prior written notice to the other.

3.  Your Firm can not promote TWA in conjunction with this program in any way
    including, but not limited to, written advertisement or print through
    newspapers, magazines, and/or facsimile solicitations.

4.  Transportation shall be used in accordance with applicable tariffs and the
    conditions of carriage and rules and regulations of TWA. Tickets may not be
    used in conjunction with any special marketing programs conducted by TWA
    from time to time and shall not qualify for TWA Aviator Program mileage
    credit.

5.  Tickets may not be endorsed over to other airlines for carriage, refund or
    exchange. Individual passengers shall be responsible for payment of excess
    baggage charges, upgrades and other charges incurred after issuance of
    tickets.

6.  Your Firm agrees to notify TWA promptly, in writing in the event there are
    changes in the ownership, operation or control of Your Firm. 

7.  Your Firm agrees to take all reasonable and appropriate measures to keep
    this Agreement confidential, with the exception of those details necessary
    for the normal conduct of Your Firm's business.

8.  Neither TWA nor Your Firm will in any manner or by any device, either
    directly or indirectly, act in violation of any applicable law, governmental
    order or regulation including the provisions of TWA's tariffs and Your
    Firm's appointment or provision for the conduct of business as established
    by ARC.

9.  Tickets must be issued only at Your Firm's home office set forth on the
    preceding page hereof and Your Firm's branch office locations filed as such
    with the Airline Reporting Corporation ("ARC").

10. In the event TWA terminates your firms Your Firm Sales Agreement, this
    Agreement shall also terminate as of the same date.

11. This Agreement is governed by the laws of the State of Missouri.


<PAGE>
 
                         1999 NET CONSOLIDATOR PROGRAM
================================================================================

    

                          
MARKETS:                    USA to:  All TWA International destinations except TLV/CAI/RUH                                       
-------                                                                                                                          
SURCHARGE DATES:            See attached schedule
---------------
BOOKING CLASS:              "T" Coach Transatlantic and Domestic
SELLUP:                     "V" Coach Transatlantic and Domestic
-------------
FARES:                      See attached schedule                                                                                
-----               
FARE BASIS CODE:            TLCONS/TKCONS/THCONS
SELLUP:                     VLCONS/VKCONS/VHCONS
---------------                                                                                                                  
TICKET DESIGNATOR/          NF99
SELLUP:                     NF99 
------------------               
DISCOUNTS:                  None 
---------
CHANGES:                    Reticketing (including the reissuance of lost tickets) is the responsibility of the Your Firm.  All
-------                     changes/cancellations must be made at least 24 hours prior to the flight on which the passenger has
                            reservations.

                            Once ticketed, all changes will be subject to a $100.00 fee provided origin and destination do not
                            change, minimum/maximum stay requirements are met, and space in appropriate booking class is available.
                                                                                                                           

CANCELLATION:               A $150.00 service charge applies refunded tickets provided the reservation was cancelled prior to
------------                departure.  Refund does not apply to NOSHOW reservations or partially used tickets. Refund request must
                            be submitted to TWA Passenger Refunds within 60 days of original travel date.  In the event of death or
                            the hospitalization of the passenger, there will be no penalty provided valid documentation is provided.
                                                                                                                      

TICKETING                   All tickets must be issued on standard stock with TWA (015) validation.  All tickets must be booked 
---------                   from direct access availability with ticket numbers appearing in PNR.  For Non-Worldspan users, ticket
PROCEDURES:                 numbers must be transmitted via GFAXX (OSI) Field.
----------                  

                            Remarks (Endorsement Box) -         Valid only on TWA/$100.00 change fee apply/$150.00 Cancellation
                            -------------------------           penalty.
                                       
                            Fare Basis Box/                     
                            --------------                      
                            Ticket Designator Box -             Assigned fare basis code/ticket designator code extended 
                            -----------------------             to all flight coupons.  No dollar should appear on       
                                                                flight coupon or passenger receipt.                       

                            Total Box (Flight coupon) -         "Bulk Fare" and Government fees and taxes should appear
                            ------------------------            on flight coupon.  Prepaid Ticketing and MCO's are not
                                                                permitted.
                            
                            FARE BASIS/BOOKING CLASSS                     TICKET DESIGNATOR                       AVIATOR MILES
                            -------------------------                     -----------------                       -------------
                            (See seasonal fare page) [*]                  NF99                                    NONE
                            (See seasonal fare page) [*]                  NF99                                    NONE
     

AGREED TO AND ACCEPTED BY:               Trans World Airlines, Inc.

NAME:    /s/  Michael J. Hartley           /s/  Richard G. McBee  
        ------------------------                                 

TITLE:    President & CEO                  Richard G. McBee  
        ------------------------                                   

DATE:    9-24-98                           Staff Vice President - Sales Programs
        ------------------------    


<PAGE>
 
                                 CONSOLIDATOR
                       WINTER SEASON ROUNDTRIP NET FARES
                       ---------------------------------

                       November 1, 1998 - March 31, 1999



                        NYC            ZONE            ZONE             STL            ZONE            ZONE
                                        1               2                               3               4
                                                                                      
           -----------------------------------------------------------------------------------------------------
           PAR          [*]             [*]             [*]             [*]             [*]             [*]
           -----------------------------------------------------------------------------------------------------
           MAD          [*]             [*]             [*]             [*]             [*]             [*]   
           -----------------------------------------------------------------------------------------------------
           BCN          [*]             [*]             [*]             [*]             [*]             [*]
           -----------------------------------------------------------------------------------------------------
           LIS          [*]             [*]             [*]             [*]             [*]             [*]
           -----------------------------------------------------------------------------------------------------
           MIL          [*]             [*]             [*]             [*]             [*]             [*]
           -----------------------------------------------------------------------------------------------------
           ROM          [*]             [*]             [*]             [*]             [*]             [*]
           -----------------------------------------------------------------------------------------------------
           LON          [*]             [*]             [*]             [*]             [*]             [*]
           -----------------------------------------------------------------------------------------------------

            * ONLY APPLICABLE WITH CHI/DTT/CLE
 
ZONE 1 -      ALB  BDL  BOS  CHI  CLE  DTT  ORF  PHL  PIT  RIC  ROC  SDQ  SJU  
              WAS

ZONE 2 -      MIA  FLL  FMY  JAX  ORL  PBI  SRQ  TPA

ZONE 3 -      ALO  ATL  BHM  BMI  BNA  BRL  CGI  CID  CMH  CMI  COU  CVG  DAY  
              DEC  DFW  DSM  EVV  FSD  FWA  FYV  GRR  IAH  ICT  IND  JLN  LEX  
              LIT  LNK  MEM  MKC  MKE  MLI  MSN  MSP  MSY  MWA  OKC  OMA  PAH  
              PIA  RDU  SBN  SDF  SGF  SHV  SPI  SUX  TBN  TUL  TYS  UIN

ZONE 4 -      ABQ  AUS  COS  DEN  LAX  LAS  ONT  PDX  PHX  RNO  SAN  SAT  SEA  
              SFO  SJC  SLC  SMF  SNA
 
=============================================================================

       Security Charge: U.S. Departure Tax Westbound Customs and
       Immigration Fee/Westbound Aphis Tax/Passenger Facility Charge
       (PFC's) and Applicable Foreign Taxes are not included.

=============================================================================


                            
AIRFARES:                      Round-trip U.S. Origin Travel
BOOKING CLASS:                 "T"
FARE BASIS:                    TLCONS
SELLUP:                        INTO "V" CLASS [*] ONE-WAY / [*] ROUND-TRIP
FARE BASIS:                    VLCONS
DISCOUNTS:                     NONE
OPEN JAW:                      Single open-jaw travel permitted provided the applicable one-way fares are used.
STOP OVERS:                    NONE
SURCHARGE:                     TRAVEL ORIGINATING DECEMBER 15-24, 1998 [*]





[*] The redacted portion, indicated by this symbol, is the subject of a
confidential treatment request.  


<PAGE>
 
               CONSOLIDATOR SHOULDER SEASON ROUNDTRIP NET FARES
               ------------------------------------------------


                            APRIL 1, - MAY 31, 1999

    

                                 NYC            ZONE            ZONE             STL            ZONE            ZONE
                                                 1               2                               3               4
                                                                                              
-------------------------------------------------------------------------------------------------------------------------
    PAR                          [*]             [*]             [*]             [*]             [*]             [*]
-------------------------------------------------------------------------------------------------------------------------
    MAD                          [*]             [*]             [*]             [*]             [*]             [*]
-------------------------------------------------------------------------------------------------------------------------
    BCN                          [*]             [*]             [*]             [*]             [*]             [*]
-------------------------------------------------------------------------------------------------------------------------
    LIS                          [*]             [*]             [*]             [*]             [*]             [*]
-------------------------------------------------------------------------------------------------------------------------
    MIL                          [*]             [*]             [*]             [*]             [*]             [*]
-------------------------------------------------------------------------------------------------------------------------
    ROM                          [*]             [*]             [*]             [*]             [*]             [*]
-------------------------------------------------------------------------------------------------------------------------
    LON                          [*]             [*]             [*]             [*]             [*]             [*]
-------------------------------------------------------------------------------------------------------------------------
     
                                        
* ONLY APPLICABLE WITH CHI/DTT/CLE
 
ZONE 1 -      ALB  BDL  BOS  CHI  CLE  DTT  ORF  PHL  PIT  RIC  ROC  SDQ  SJU  
              WAS

ZONE 2 -      MIA  FLL  FMY  JAX  ORL  PBI  SRQ  TPA
    
ZONE 3 -      ALO  ATL  BHM  BMI  BNA  BRL  CGI  CID  CMH  CMI  COU  CVG  DAY  
              DEC  DFW  DSM  EVV  FSD  FWA  FYV  GRR  IAH  ICT  IND  JLN  LEX  
              LIT  LNK  MEM  MKC  MKE  MLI  MSN  MSP  MSY  MWA  OKC  OMA  PAH  
              PIA  RDU  SBN  SDF  SGF  SHV  SPI  SUX  TBN  TUL  TYS  UIN     

ZONE 4 -      ABQ  AUS  COS  DEN  LAX  LAS  ONT  PDX  PHX  RNO  SAN  SAT  SEA  
              SFO  SJC  SLC  SMF  SNA
 
================================================================================

       Security Charge: U.S. Departure Tax Westbound Customs and
       Immigration Fee/Westbound Aphis Tax/Passenger Facility Charge
       (PFC's) and Applicable Foreign Taxes are not included.

================================================================================

    
                            
AIRFARES:                      Round-trip U.S. Origin Travel
BOOKING CLASS:                 "T"
FARE BASIS:                    TKCONS
SELLUP:                        INTO "V" CLASS [*] ONE-WAY / [*] ROUND-TRIP
FARE BASIS:                    VLKCONS
DISCOUNTS:                     NONE
OPEN JAW:                      Single open-jaw travel permitted provided the applicable one-way fares are used.
STOP OVERS:                    NONE
SURCHARGE:                     TRAVEL ORIGINATING FRIDAY/SATURDAY/SUNDAY [*]
     




[*] The redacted portion, indicated by this symbol, is the subject of a
    confidential treatment request.
 
<PAGE>
 
                                  IMPORTANT!

                Please Retain and Refer To At Time of Ticketing
                        BULK/NET TICKETING INSTRUCTIONS


TWA's Bulk/Net Fare Agreements with net fares to TWA destinations:  Please refer
to the contract for the applicable markets, fares, fare basis codes, and ticket
designators.  To issue tickets correctly please follow the instructions below.

1.  Always use the APPLICABLE FARE BASIS CODE followed by the ASSIGNED TICKET
    DESIGNATOR.  IT IS EXTREMELY IMPORTANT THAT THIS COMPLETE CODE BE USED IN 
    THE FARE BASIS/TICKET DESIGNATOR BOX. Note: a slash is required between 
    the fare basis code and the ticket designator.

2.  Booking Class:  Applicable booking class of the Bulk/Net fare specified in 
    your contract.

3.  The following information must be printed on the ticket:

 

 
                                                          
          Remarks/Endorsement Box---------------------------VALID ON TWA ONLY/$$$$ CHANGE FEE/
                                                            NON-REFUNDABLE
                                                            (Replace $$$$ with applicable change
                                                            fee amount as stated in contract).

          Fare Basis Box/Ticket Designator------------------ASSIGNED FARE BASIS CODE/TICKET DESIGNATOR
                                                            extended to ALL coupons and travel segments.

          Equivalent Fare Paid Box (Auditors Coupon)--------ALLOCATE BASE FARE, TAX, PASSENGER FACILITY 
                                                            CHARGES AND OTHER APPLICABLE GOVERNMENT FEES 
                                                            AND TAXES.  Total all amounts

          Total Box (Flight Coupon)-------------------------"BULK FARE", plus government fees and taxes.
                                                            Fare amount must not be written on Passenger 
                                                            Coupon or Flight Coupon.  
 



             TICKETS ISSUED INCORRECTLY ARE SUBJECT TO DEBIT MEMOS
             -----------------------------------------------------