LIMITED LIABILITY COMPANY AGREEMENT OF WORLDSPAN KINETICS HOLDINGS, LLCLimited Liability Company Agreement • September 24th, 2003 • Ws Financing Corp • Georgia
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WORLDSPAN KINETICS HOLDINGS, LLC, a Georgia limited liability company (the “Company”), is adopted as of March 1, 2000 (the “Effective Date”), by WORLDSPAN, L.P., a Delaware limited partnership (“Sole Member”), as the sole member of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2003 • Ws Financing Corp • Georgia
This Employment Agreement is dated as of August 29, 2003 (the “Agreement”), and is between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware (the “Company”), Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware (“Holding”), and Dale Messick (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
This Employment Agreement is dated as of June 30, 2003 (the “Agreement”), and is between Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware (“Holding”), Rakesh Gangwal (the “Executive”), and as provided in Section 11(f), Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware (the “Company”).
MANAGEMENT STOCK SUBSCRIPTION AGREEMENTManagement Stock Subscription Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
MANAGEMENT STOCK SUBSCRIPTION AGREEMENT, dated as of June 30, 2003 between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and the Purchaser whose name appears on the signature page hereof (the “Purchaser”).
GALLERIA ATLANTA OFFICE LEASE AGREEMENT WORLDSPAN L.P., a Delaware limited partnershipOffice Lease Agreement • September 24th, 2003 • Ws Financing Corp
RESTRICTED STOCK SUBSCRIPTION AGREEMENTRestricted Stock Subscription Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of June 30, 2003, between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and the purchaser whose name appears on the signature page hereof (the “Purchaser”), pursuant to the Travel Transaction Processing Corporation Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the same meanings given to such terms in the Plan.
STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
STOCK OPTION AGREEMENT, dated as of June 30, 2003 between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and M. Gregory O’Hara (the “Employee”), pursuant to the Travel Transaction Processing Corporation Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
SUBSCRIBER ENTITY AGREEMENT E-CommerceWorldspan Associate Agreement • December 19th, 2003 • Ws Financing Corp • Services-computer processing & data preparation
THIS Worldspan Subscriber Entity Agreement dated the 1 of October, 2001 (the "Agreement"), is by and between Worldspan, L.P., 300 Galleria Parkway, N.W., Atlanta, Georgia, 30339 ("Worldspan") and the undersigned entity ("Customer") identified on the signature page of this Agreement, and including Customer's locations listed on the 10 Exhibit(s) attached hereto and incorporated herein (collectively the "Locations").
Amendment No. 10 to CRS Marketing, Services and Development AgreementServices and Development Agreement • August 19th, 2005 • Ws Financing Corp • Services-computer processing & data preparation
This Amendment No. 10 to the CRS Marketing, Services and Development Agreement (the “Amendment”) is entered into as of the 22nd day of December, 2004 (the “Amendment Effective Date”), by and between IAC Global, LLC (“IAC Global”), a Nevada limited liability company with its principal office at 3150 139th Ave SE, Suite 500, Bellevue, WA 98005, and Worldspan, L.P., a Delaware limited partnership (“Worldspan”), with its principal office at 300 Galleria Parkway, N.W., Atlanta, Georgia 30339.
Second Amendment to Delta Founder Airline Services AgreementServices Agreement • August 19th, 2005 • Ws Financing Corp • Services-computer processing & data preparation • New York
This Second Amendment to the Delta Founder Airline Services Agreement (this “Second Amendment”), dated as of January 10, 2005, by and between Worldspan, L.P. (“Worldspan”), Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“WTI”) and Delta Air Lines, Inc. (“Delta”) amends the Delta Founder Airline Services Agreement, dated as of June 30, 2003, by and among Worldspan, WTI and Delta, as amended by the Amended and Restated First Amendment to the Delta Founder Airline Services Agreement, dated as of June 4, 2004 by and between Worldspan and Delta (the “Amended and Restated First Amendment”) (as so amended, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
RESTRICTED STOCK SUBSCRIPTION AGREEMENTRestricted Stock Subscription Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of June 30, 2003, between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and the employee whose name appears on the signature page hereof (the “Employee”), pursuant to the Travel Transaction Processing Corporation Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the same meanings given to such terms in the Plan.
ADVISORY AGREEMENTAdvisory Agreement • September 24th, 2003 • Ws Financing Corp • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of June 30, 2003 by and between Travel Transaction Processing Corporation, a Delaware corporation (“TTPC” and together with Worldspan, L.P., a Delaware limited partnership (“Worldspan”), and all of the direct and indirect subsidiaries of Worldspan, the “Worldspan Group”), and CVC Management LLC, a Delaware limited liability company (“Advisor”).
DELTA NON-COMPETITION AGREEMENTDelta Non-Competition Agreement • September 24th, 2003 • Ws Financing Corp • New York
THIS NON-COMPETITION AGREEMENT, dated as of June 30, 2003 (this “Agreement”), is by and among DELTA AIR LINES, INC., a corporation organized and existing under the laws of Delaware (“Delta”); WORLDSPAN, L.P., a limited partnership organized and existing under the laws of Delaware (“Worldspan”); and Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2003 • Ws Financing Corp • Georgia
This Employment Agreement is dated as of August 29, 2003 (the “Agreement”), and is between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware (the “Company”), Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware (“Holding”), and Susan J. Powers (the “Executive”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
STOCK SUBSCRIPTION AGREEMENT, dated as of June 30, 2003, among Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership (“CVC Employee Fund”), CVC Executive Fund LLC, a Delaware limited liability company (“CVC Executive Fund” and together with CVC Equity and CVC Employee Fund, the “CVC Funds”), Court Square Capital Limited, a Delaware corporation (“Court Square”), and the other investors listed on Schedule A hereto (the “Co-Investors”). CVC Equity, CVC Employee Fund, CVC Executive Fund, Court Square and each Co-Investor are referred to herein individually as a “Purchaser” and collectively as the “Purchasers”).
SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORLDSPAN, L.P. Dated as of June 30, 2003Ws Financing Corp • September 24th, 2003 • Delaware
THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is made as of June 30, 2003, by and between Travel Transaction Processing Corporation, a Delaware limited liability company, as general partner (the "General Partner"), and WS Holdings LLC, a Delaware limited liability company, as limited partner (the "Limited Partner"). The General Partner and the Limited Partner are sometimes referred to herein collectively as the "Partners," or each individually as a "Partner."
WORLDSPAN PARTICIPATING CARRIER AGREEMENTWorldspan Participating Carrier Agreement • September 24th, 2003 • Ws Financing Corp • Georgia
THIS WORLDSPAN Participating Carrier Agreement (“Agreement”) effective as of February 1, 1991, between WORLDSPAN, L.P., a Delaware limited partnership, having its principal place of business at Suite 2100, 300 Galleria Parkway, N.W., Atlanta, Georgia 30339 (“WORLDSPAN”) and the air carrier identified on the last page of this Agreement (“Participating Carrier”).
WORLDSPAN PARTICIPATING CARRIER AGREEMENTWorldspan Participating Carrier Agreement • September 24th, 2003 • Ws Financing Corp • Georgia
THIS WORLDSPAN Participating Carrier Agreement (“Agreement”) effective as of February 1, 1991, between WORLDSPAN, L.P., a Delaware limited partnership, having its principal place of business at Suite 2100, 300 Galleria Parkway, N.W., Atlanta, Georgia 30339 (“WORLDSPAN”) and the air carrier identified on the last page of this Agreement (“Participating Carrier”).
NORTHWEST NON-COMPETITION AGREEMENTNorthwest Non-Competition Agreement • September 24th, 2003 • Ws Financing Corp • New York
THIS NON-COMPETITION AGREEMENT, dated as of June 30, 2003 (this “Agreement”), is by and among NORTHWEST AIRLINES, INC., a corporation organized and existing under the laws of Minnesota (“Northwest”); WORLDSPAN, L.P., a limited partnership organized and existing under the laws of Delaware (“Worldspan”); and Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware (“Buyer”).
May 12, 2004 Mr. M. Gregory O'Hara Executive Vice President-Corporate Planning and Development Worldspan, L.P. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 Dear Greg:Employment Agreement • May 21st, 2004 • Ws Financing Corp • Services-computer processing & data preparation
Reference is made herein to the Employment Agreement (the "Agreement"), dated June 30, 2003, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) ("Holding"), Worldspan, L.P. (the "Company") and you (the "Executive"). Pursuant to the terms of this letter agreement, Holding, the Company and the Executive agree to amend the provisions of the Agreement, effective as of January 1, 2004, as set forth below.
WORLDSPAN PARTICIPATING CARRIER AGREEMENTWorldspan Participating Carrier Agreement • September 24th, 2003 • Ws Financing Corp • Georgia
THIS WORLDSPAN Participating Carrier Agreement (“Agreement”) effective as of February 1, 1991, between WORLDSPAN, L.P., a Delaware limited partnership, having its principal place of business at Suite 2100, 300 Galleria Parkway, N.W., Atlanta, Georgia 30339 (“WORLDSPAN”) and the air carrier identified on the last page of this Agreement (“Participating Carrier”).
ADVISORY AGREEMENTAdvisory Agreement • September 24th, 2003 • Ws Financing Corp • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of June 30, 2003 by and between Worldspan, L.P., a Delaware limited partnership (“Worldspan” and together with all of the direct and indirect subsidiaries of Worldspan, the “Worldspan Group”), and Travel Transaction Processing Corporation, a Delaware corporation (“Advisor”).
AMERICAN NON-COMPETITION AGREEMENTAmerican Non-Competition Agreement • September 24th, 2003 • Ws Financing Corp • New York
THIS NON-COMPETITION AGREEMENT, dated as of June 30, 2003 (this “Agreement”), is by and among AMERICAN AIRLINES, INC., a corporation organized and existing under the laws of Delaware (“American”); WORLDSPAN, L.P., a limited partnership organized and existing under the laws of Delaware (“Worldspan”); and Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware (“Buyer”).
CREDIT AGREEMENT among TRAVEL TRANSACTION PROCESSING CORPORATION, WS HOLDINGS LLC, WORLDSPAN, L.P., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC., as Sole and Exclusive Advisor, Joint Lead Arranger and Joint...Escrow Agreement • September 24th, 2003 • Ws Financing Corp • New York
CREDIT AGREEMENT, dated as of June 30, 2003, among TRAVEL TRANSACTION PROCESSING CORPORATION, a Delaware corporation (“TTPC”), WS HOLDINGS LLC, a Delaware limited liability company (“LP”), WORLDSPAN, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole and exclusive advisor, LEHMAN BROTHERS INC. and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and joint book-runners (in such capacities, the “Arrangers”), DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, CITICORP NORTH AMERICA, INC., and DYMAS FUNDING COMPANY, LLC, as documentation agents (in such capacities, the “Documentation Agents”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).
STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
STOCK OPTION AGREEMENT, dated as of September 22, 2003 between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and the employee of Worldspan, L.P. whose name appears on the signature page hereof (the “Employee”), pursuant to the Travel Transaction Processing Corporation Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
Application Supplement Conditional Interim Coverage Agreement Paragon Life Insurance Company (“Company”) St. Louis, MO 63105Coverage Agreement • September 24th, 2003 • Ws Financing Corp
Subject to the following terms and conditions, the Company agrees to provide insurance coverage on a certain group of the Employer’s full-time employees (hereafter called “Executive”). This coverage is pursuant to the Application for Group Life Insurance submitted by the Employer. Attached to this agreement, and made part of it, is a Minimum Premium Summary listing each proposed insured’s name, date of birth, social security number, insurance amount, and minimum monthly premium. For coverage to be effective for the following month during this agreement, the premium must be received by the Company at its Home Office prior to the first of the month for which coverage is to be provided. Coverage is subject to the Company’s underwriting evaluation and there is no guarantee that excess coverage will be issued.
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
STOCK SUBSCRIPTION AGREEMENT, dated as of June 30, 2003, between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada (the “Purchaser”).
WORLDSPAN PARTICIPATING CARRIER AGREEMENTWorldspan Participating Carrier Agreement • September 24th, 2003 • Ws Financing Corp • Georgia
THIS WORLDSPAN Participating Carrier Agreement (“Agreement”) effective as of February 1, 1991, between WORLDSPAN, L.P., a Delaware limited partnership, having its principal place of business at Suite 2100, 300 Galleria Parkway, N.W., Atlanta, Georgia 30339 (“WORLDSPAN”) and the air carrier identified on the last page of this Agreement (“Participating Carrier”).
LIMITED LIABILITY COMPANY AGREEMENT OF WORLDSPAN IJET HOLDINGS LLCLimited Liability Company Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WORLDSPAN IJET HOLDINGS LLC, a Delaware limited liability company (the “Company”), is adopted as of June 28, 2001 (the “Effective Date”), by WORLDSPAN, L.P., a Delaware limited partnership (“Sole Member”), as the sole member of the Company.
STOCKHOLDERS AGREEMENT Travel Transaction Processing Corporation Dated as of June 30, 2003Stockholders Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of June 30, 2003, among Travel Transaction Processing Corporation, a corporation organized under the laws of Delaware (the “Company”), Citigroup Venture Capital Equity Partners, L.P., a limited partnership organized under the laws of Delaware (“CVC”), CVC Executive Fund LLC, a limited liability company organized under the laws of Delaware (“CVC Executive Fund”), CVC/SSB Employee Fund, L.P., a limited partnership organized under the laws of Delaware (“CVC Employee Fund”) and Court Square Capital Limited (“Court Square” and together with CVC, the CVC Executive Fund and the CVC Employee Fund, individually a “CVC Stockholder” and collectively, the “CVC Stockholders”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada (“OTPP”), certain employees of CVC listed on Schedule 1 hereto (the “CVC Investors”), the Persons listed on Schedule 2 hereto (together with the CVC Investor
REGISTRATION RIGHTS AGREEMENT Travel Transaction Processing Corporation Dated as of June 30, 2003Registration Rights Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2003, among Travel Transaction Processing Corporation (the "Company"), Citigroup Venture Capital Equity Partners, L.P., a limited partnership organized under the laws of Delaware ("CVC"), CVC Executive Fund LLC, a limited liability company organized under the laws of Delaware ("CVC Executive Fund"), CVC/SSB Employee Fund, L.P., a limited partnership organized under the laws of Delaware, ("CVC Employee Fund") and Court Square Capital Limited ("Court Square" and together with CVC, the CVC Executive Fund and the CVC Employee Fund, individually a "CVC Stockholder" and collectively, the "CVC Stockholders"), Ontario Teachers' Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada ("OTPP"), certain employees of CVC listed on Schedule 1 hereto (the "CVC Investors"), the Persons listed on Schedule 2 hereto (together with the CVC Investors, the "Other Stockholders") and each other Person who may beco
MANAGEMENT STOCK SUBSCRIPTION AGREEMENTManagement Stock Subscription Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
MANAGEMENT STOCK SUBSCRIPTION AGREEMENT, dated as of June 30, 2003 between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and the Employee whose name appears on the signature page hereof (the “Employee”).
LEASE AGREEMENT BETWEEN DELTA AIR LINES, INC. AND WORLDSPAN, L.P.Lease Agreement • September 24th, 2003 • Ws Financing Corp • Delta
This LEASE AGREEMENT made and entered into this 7th day of February, 1990, by and between DELTA AIR LINES, INC., a Delaware corporation with its principal offices at Hartsfield Atlanta International Airport, Atlanta, Georgia 30320 (hereinafter referred to as “Delta) and WORLDSPAN, L.P., a Delaware limited partnership, with its principal office at (hereinafter referred to as “Tenant”).
STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2003 • Ws Financing Corp • Delaware
STOCK OPTION AGREEMENT, dated as of June 30, 2003 between Travel Transaction Processing Corporation, a Delaware corporation (“Holding”), and M. Greg O’Hara (the “Grantee”).
May 12, 2004 Mr. Rakesh Gangwal Chairman, President and Chief Executive Officer Worldspan, L.P. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 Dear Rakesh:Employment Agreement • May 21st, 2004 • Ws Financing Corp • Services-computer processing & data preparation
Reference is made herein to the Employment Agreement (the "Agreement"), dated June 30, 2003, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) ("Holding"), Worldspan, L.P. (the "Company") and you (the "Executive"). Pursuant to the terms of this letter agreement, Holding, the Company and the Executive agree to amend the provisions of the Agreement, effective as of January 1, 2004, as set forth below.
