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.
DELTA NON-COMPETITION AGREEMENTNon-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”).
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”).
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, 2003Limited Partnership Agreement • September 24th, 2003 • Ws Financing Corp • 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 AGREEMENTParticipating 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 AGREEMENTParticipating 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 AGREEMENTParticipating 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 AGREEMENTNon-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...Credit 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 63105Conditional Interim Coverage 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 AGREEMENTParticipating 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”).
WORLDSPAN PARTICIPATING CARRIER AGREEMENTParticipating 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”).
PARTNERSHIP INTEREST PURCHASE AGREEMENT dated as of March 3, 2003 among Delta Air Lines, Inc., NWA Inc., American Airlines, Inc., NewCRS Limited, Inc., Worldspan, L.P., and Travel Transaction Processing CorporationPartnership Interest Purchase Agreement • September 24th, 2003 • Ws Financing Corp
PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 3, 2003, among Delta Air Lines, Inc., a corporation organized and existing under the laws of Delaware and the direct parent of Delta SPV (as defined below) (“Delta”), NWA Inc., a corporation organized and existing under the laws of Delaware and the indirect parent of Northwest SPV (as defined below) (“Northwest”), American Airlines, Inc., a corporation organized and existing under the laws of Delaware and the indirect parent of American SPV (as defined below) (“American”), and NewCRS Limited, Inc., a corporation organized and existing under the laws of Delaware (“NEWCRS”) (each a “Seller” and collectively, the “Sellers”), 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”).
WORLDSPAN PARTICIPATING CARRIER AGREEMENTParticipating 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”).
REGISTRATION RIGHTS AGREEMENT Dated as of June 30, 2003 by and among WS Merger LLC WS Financing Corp. and The Guarantors listed on the Signature Pages Hereto and Lehman Brothers Inc. Deutsche Bank Securities Inc. Citigroup Global Markets Inc.Registration Rights Agreement • September 24th, 2003 • Ws Financing Corp • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of June 24, 2003 (the “Purchase Agreement”), by and among Worldspan, L.P., a Delaware limited partnership (“Worldspan”), the Issuers, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series A Notes, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(l) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated the date hereof among the Issuers, the Guarantors and The Bank of New York, as trustee, relating to the Series A Notes and the Series B Notes (the “Indenture”).
CONSULTING AGREEMENTConsulting Agreement • September 24th, 2003 • Ws Financing Corp • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of this 30th day of June, 2003, by and between Worldspan, L.P., a Delaware limited partnership (“Worldspan”), and Paul J. Blackney, an individual (the “Consultant”).
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.
