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 • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • 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 David Lauderdale (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").
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2004 • Worldspan L P • Services-computer processing & data preparation • Georgia
This Employment Agreement is dated as of February 16, 2004 (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 Michael S. Wood (the "Executive").
Amendment No. 10 to CRS Marketing, Services and Development AgreementServices 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.
Worldspan Technologies Inc. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 June 26, 2006Employment Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation
Reference is made herein to the Employment Agreement (the “Agreement”), dated December 31, 2003, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“Holding”), Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”) 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 June 26, 2006, as set forth below. Unless otherwise defined herein, any capitalized terms shall have the meanings as defined in the Agreement.
AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENTRestricted Stock Subscription Agreement • July 19th, 2004 • 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").
Second Amendment to Delta Founder Airline Services AgreementServices 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.
AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENTRestricted Stock Subscription Agreement • July 19th, 2004 • 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").
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").
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2004 • Worldspan L P • Services-computer processing & data preparation • Georgia
THIS AGREEMENT, (the "Agreement") is made and entered into as of the 3rd day of December, 2003, by and between Worldspan, L.P., a Delaware limited partnership with its principal place of business at 300 Galleria Parkway, N.W., Atlanta, Georgia 30339 ("Worldspan") and Douglas L. Abramson, 518 St. Charles Avenue, N.E., Atlanta, Georgia 30308 ("Contractor").
300 GALLERIA ATLANTA OFFICE LEASE AGREEMENTOffice Lease Agreement • January 21st, 2004 • Worldspan L P • Services-computer processing & data preparation
All ashtrays will be emptied only into approved metal containers. Pick up ashtray by placing the palm of the hand over the top of the tray. If heat is felt, the contents of the tray must be thoroughly soaked before emptying to prevent fire. They will be wiped clean and dry. Sift all sand urns nightly. Supply and replace sand as necessary to maintain a neat appearance.
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").
WLP / SITA CONFIDENTIAL GLOBAL TELECOMMUNICATIONS SERVICES AGREEMENT by and between WORLDSPAN, L.P. and SOCIETE INTERNATIONALE DE TELECOMMUNICATIONS AERONAUTIQUESGlobal Telecommunications Services Agreement • March 30th, 2004 • Worldspan L P • Services-computer processing & data preparation • England
This GLOBAL TELECOMMUNICATIONS SERVICES AGREEMENT is effective as of the 1st day of February, 2004, by and between, SOCIETE INTERNATIONALE DE TELECOMMUNICATIONS AERONAUTIQUES, a Belgian cooperative with registered offices at 14, avenue Henri Matisse, 1140 Brussels, Belgium and registered with the Registry of Companies of Brussels under the number B 217.548 (hereafter “SITA”), and WORLDSPAN, L.P., a Delaware limited partnership with its principal office located at 300 Galleria Parkway N.W., Atlanta, Georgia 30339 U.S.A. (hereafter “WORLDSPAN, L.P.” or “WLP”).
FIRST SUPPLEMENTAL INDENTUREWorldspan L P • March 28th, 2005 • 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").
CONTENT AGREEMENTContent Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • New York
This Content Agreement, dated as of May 11, 2006 (the “Agreement Date”), is by and between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware, USA (“Worldspan”), and Northwest Airlines, Inc., a corporation organized and existing under the laws of Minnesota (“Northwest”).
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”).
CONTENT AGREEMENTContent Agreement • November 13th, 2006 • Worldspan L P • Services-computer processing & data preparation • Georgia
[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.
Worldspan Technologies Inc. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 June 26, 2006Worldspan L P • August 9th, 2006 • Services-computer processing & data preparation
Reference is made herein to the Employment Agreement, as amended (the “Agreement”), dated October 20, 2003, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“Holding”), Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”) 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 June 26, 2006, as set forth below. Unless otherwise defined herein, any capitalized terms shall have the meanings as defined in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2006 • Worldspan L P • Services-computer processing & data preparation • Georgia
This Employment Agreement is dated as of December 31, 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 M. Gregory O’Hara (the “Employee”).
CONTENT AGREEMENTContent Agreement • May 15th, 2006 • Worldspan L P • Services-computer processing & data preparation • Georgia
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").
CONTENT AGREEMENTContent Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • Georgia
This Content Agreement (“Agreement”), dated as of April 3, 2006 (the “Agreement Date”), is by and between Worldspan L.P., a limited partnership organized and existing under the laws of Delaware, USA (“Worldspan”), and Continental Airlines, Inc., a corporation organized and existing under the laws of Delaware, USA (“Continental”).
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”).
GLOBAL TELECOMMUNICATIONS SERVICES AGREEMENT by and between WORLDSPAN SERVICES LIMITED and SOCIETE INTERNATIONALE DE TELECOMMUNICATIONS AERONAUTIQUESGlobal Telecommunications Services Agreement • March 30th, 2004 • Worldspan L P • Services-computer processing & data preparation • England
This GLOBAL TELECOMMUNICATIONS SERVICES AGREEMENT is effective as of the day of , 2004, by and between, SOCIETE INTERNATIONALE DE TELECOMMUNICATIONS AERONAUTIQUES, a Belgian cooperative with registered offices at 14, avenue Henri Matisse, 1140 Brussels, Belgium and registered with the Registry of Companies of Brussels under the number B 217.548, and WORLDSPAN SERVICES LIMITED, an English limited liability company having registered offices at Axis House, 242 Bath Road, Hayes, Middlesex UB3 5AY.
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.
CONTENT AGREEMENTContent Agreement • November 13th, 2006 • Worldspan L P • Services-computer processing & data preparation • New York
This Content Agreement (“Agreement”), dated as of July 10, 2006 (the “Agreement Date”), is by and between (i) Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware, USA (“Worldspan”), and (ii) US Airways, Inc., a corporation organized and existing under the laws of Delaware, USA, and America West Airlines, Inc., a corporation organized and existing under the laws of Delaware, USA (“America West”, and together with US Airways, Inc., “US Airways”).
First Amendment to Northwest Founder Airline Services AgreementAirline Services Agreement • May 13th, 2004 • Worldspan L P • Services-computer processing & data preparation • New York
This First Amendment to the Northwest Founder Airline Services Agreement (this “Amendment”), dated as of May 10, 2004, by and between Worldspan, L.P. (“Worldspan”) and Northwest Airlines, Inc. (“Northwest”) amends the Northwest Founder Airline Services Agreement (the “Agreement”), dated as of June 30, 2003, by and between Worldspan and Northwest. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT FOR CRS ACCESS AND RELATED SERVICESWorldspan L P • March 30th, 2004 • Services-computer processing & data preparation
This SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT FOR CRS ACCESS AND RELATED SERVICES (this "Amendment"), dated as of January 28, 2004 ("Amendment Effective Date"), is between Worldspan, L.P., a Delaware limited partnership, ("Worldspan") and Orbitz, LLC, a Delaware limited liability company ("Orbitz").
Amendment 2 to Worldspan Asset Management Offering AgreementWorldspan Asset Management Offering Agreement • January 6th, 2004 • Worldspan L P • Services-computer processing & data preparation
This Amendment is Amendment 2 to the Asset Management Offering Agreement effective as of July 1, 2002, among Worldspan, L.P. (“Worldspan”), International Business Machines Corporation (“IBM”), and IBM Credit Corporation (“IBM Credit”), Agreement ASVB594, as previously amended, (the “AMO Agreement”). IBM Credit Corporation converted to a limited liability company, named IBM Credit LLC, on January 1, 2003; therefore, all references in the AMO Agreement or this Amendment to the term “IBM Credit” shall mean IBM Credit LLC, which is the successor in interest to all rights and obligations of IBM Credit Corporation.
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.
ContractWorldspan L P • March 28th, 2005 • 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
QuickLinks -- Click here to rapidly navigate through this documentWorldspan L P • March 30th, 2004 • Services-computer processing & data preparation
Your employment agreement dated as of June 30, 2003 between Worldspan, L.P. ("Worldspan") and Travel Transaction Processing Corporation, as amended on November 19, 2003 ("Employment Agreement"), obligates Worldspan to provide you and, in some circumstances, your survivors, with certain pension benefits. This letter agreement (the "Agreement"), once executed by you, sets forth our mutual understanding regarding the pension benefits that Worldspan will provide you in full satisfaction of its pension obligations under the Employment Agreement.
JUNE 15, 2006 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation
This June 15, 2006 AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 15th day of June, 2006 by and between Worldspan Technologies Inc., a Delaware corporation (“Holdings”), Worldspan, L.P., a Delaware limited partnership (the “Company”) and Rakesh Gangwal (the “Executive”).
