0001047469-05-012464 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 29th, 2005 • Worldspan Ijet Holdings LLC • Services-computer processing & data preparation • New York

This INTERCREDITOR AGREEMENT, dated as of February 11, 2005, is among JPMORGAN CHASE BANK, N.A. ("JPMCB"), in its capacity as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the "Administrative Agent"), THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee and collateral agent under the Indenture referred to below (in its capacity as collateral agent, the "Trustee"), WORLDSPAN TECHNOLOGIES, INC., a Delaware corporation (formerly known as TRAVEL TRANSACTION PROCESSING CORPORATION) (the "Corporate Parent"), WS HOLDINGS LLC, a Delaware limited liability company (the "Limited Partner Parent" and, together with the Corporate Parent, the "Parents"), WORLDSPAN, L.P., a Delaware limited partnership (the "Company"), and each other Obligor (as defined below) party hereto.

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