CREDIT AGREEMENT among WORLDSPAN TECHNOLOGIES INC., WS HOLDINGS LLC, WORLDSPAN, L.P., as Borrower, The Several Lenders from Time to Time Parties Hereto, J.P. MORGAN SECURITIES INC., as Joint Advisor, Joint Lead Arranger and Joint Book- Runner, UBS...Credit Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
CREDIT AGREEMENT, dated as of February 11, 2005, among WORLDSPAN TECHNOLOGIES INC., a Delaware corporation ("WTI"), 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"), J.P. MORGAN SECURITIES INC. and UBS SECURITIES LLC, as joint advisors, J.P. MORGAN SECURITIES INC., UBS SECURITIES LLC and LEHMAN BROTHERS INC., as joint book-runners, J.P. MORGAN SECURITIES INC., UBS SECURITIES LLC, LEHMAN BROTHERS INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers (collectively, the "Arrangers"), UBS SECURITIES LLC, as syndication agent (in such capacity, the "Syndication Agent"), LEHMAN COMMERCIAL PAPER INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as documentation agents (in such capacities, the "Documentation Agents"), and JP
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • Georgia
This Employment Agreement is dated as of March 21, 2005 (the “Agreement”), and is between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware (the “Company”), Worldspan Technologies Inc., a corporation organized and existing under the laws of Delaware (“Holding”), and Kevin W. Mooney (the “Executive”).
REGISTRATION RIGHTS AGREEMENT Dated as of February 11, 2005 by and among Worldspan, L.P. WS Financing Corp. and The Guarantors listed on the Signature Pages Hereto and UBS Securities LLC Lehman Brothers Inc. Deutsche Bank Securities Inc. Goldman,...Registration Rights Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of February 7, 2005 (the "Purchase Agreement"), by and among 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(q) 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").
Amendment No. 10 to CRS Marketing, Services and Development AgreementCRS Marketing, Services and Development Agreement • March 28th, 2005 • Worldspan L P • 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 AgreementDelta Founder Airline Services Agreement • March 28th, 2005 • Worldspan L P • 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.
EXCHANGE AGREEMENTExchange Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
This Exchange Agreement (this "Agreement"), dated as of February 16, 2005, is made by and among Worldspan Technologies, Inc., a Delaware corporation f/k/a Travel Transaction Processing Corporation (the "Issuer"), Citicorp Mezzanine III, L.P., a Delaware limited partnership ("CMIII"), and CVC Capital Funding, LLC, a Delaware limited liability company ("CVC" and, together with CMIII, the "Purchasers").
Amendment to Advisory AgreementAdvisory Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
This Amendment to the Advisory Agreement (this "Amendment"), dated as of February 16, 2005, by and between Worldspan, L.P., a Delaware limited partnership ("Worldspan") and Worldspan Technologies Inc (formerly known as Travel Transaction Processing Corporation), a Delaware corporation ("Advisor"), amends the Advisory Agreement, dated as of June 30, 2003, by and between Worldspan and Advisor (the "Agreement").
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of February 7, 2005 among Worldspan, L.P., a Delaware limited partnership, as successor in interest to WS Merger LLC (the "Company"), WS Financing Corp., a Delaware corporation ("WS Financing," and together with the Company, the "Issuers"), the Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the indenture referred to below (the "Trustee").
AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENTRestricted Stock Subscription Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • Delaware
THIS AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of June 21, 2004 (the “Amendment”), is by and between WORLDSPAN TECHNOLOGIES INC. (F/K/A TRAVEL TRANSACTION PROCESSING CORPORATION), a Delaware corporation (“Holding”), and M. Gregory O’Hara (the “Employee”).
FIRST AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT Dated as of December 23, 2004Credit Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
This FIRST AMENDMENT, WAIVER AND CONSENT (this “Amendment”) is among WORLDSPAN TECHNOLOGIES INC. (formerly known as Travel Transaction Processing Corporation), a Delaware corporation (“WTI”), WS HOLDINGS LLC, a Delaware limited liability company (“LP”), and WORLDSPAN, L.P., a Delaware limited partnership (the “Borrower”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Amendment to Advisory AgreementAdvisory Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
This Amendment to the Advisory Agreement (this "Amendment"), dated as of February 16, 2005, by and between Worldspan Technologies Inc (formerly known as Travel Transaction Processing Corporation), a Delaware corporation ("WTI") and CVC Management LLC, a Delaware limited liability company ("Advisor"), amends the Advisory Agreement, dated as of June 30, 2003, by and between WTI and Advisor (the "Agreement").
AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENTRestricted Stock Subscription Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • Delaware
THIS AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of June 21, 2004 (the “Amendment”), is by and between WORLDSPAN TECHNOLOGIES INC. (F/K/A TRAVEL TRANSACTION PROCESSING CORPORATION), a Delaware corporation (“Holding”), and Rakesh Gangwal (the “Employee”).
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 • March 28th, 2005 • Worldspan L P • 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.
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 • March 28th, 2005 • Worldspan L P • 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.
ContractAgreement for CRS Access and Related Services • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation
ORBITZ 200 South Wacker Drive, Suite 1900, Chicago, IL 60606 www.orbitz.com Gary R. Doernhoefer Vice President, General Counsel T (312) 894-4755 F (312) 894-4855 garyd@orbitz.com
WAIVER AND CONSENT TO CREDIT AGREEMENT Dated as of February 4, 2005Waiver and Consent to Credit Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
This WAIVER AND CONSENT (this “Agreement”) is among WORLDSPAN TECHNOLOGIES INC. (formerly known as Travel Transaction Processing Corporation), a Delaware corporation (“WTI”), WS HOLDINGS LLC, a Delaware limited liability company (“LP”), and WORLDSPAN, L.P., a Delaware limited partnership (the “Borrower”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
NOTE REDEMPTION AGREEMENTNote Redemption Agreement • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation • New York
THIS NOTE REDEMPTION AGREEMENT, dated as of January 10, 2005 (the “Agreement”), is by and between Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation), a Delaware corporation (the “Company”) and Delta Air Lines, Inc. (the “Noteholder”).
AMENDMENT NO.1 TO THE SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORLDSPAN, L.P.Seventh Amended and Restated Agreement of Limited Partnership • March 28th, 2005 • Worldspan L P • Services-computer processing & data preparation
This Amendment No.1 to the Seventh Amended and Restated Agreement of Limited Partnership of Worldspan, L.P. dated June 30, 2003 (“Partnership Agreement”) is entered into this 1st day of March 2005 between Worldspan Technologies Inc. (“WTI”) (formerly known as Travel Transaction Processing Corporation), as general partner, and WS Holdings LLC (“WSH”), as limited partner.
