Exhibit
10.28


 


Execution Copy


 


MANAGEMENT STOCK SUBSCRIPTION AGREEMENT


 


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”).


 


 


W  I  T
N  E  S  S  E  T  H:


 


 


WHEREAS, the Board
of Directors of Holding (the “Board”)
wishes to offer to the Purchaser the aggregate number of shares of the Class A
Common Stock, par value $.01 per share, of Holding set forth on the signature
page hereof (the “Common Shares”)
at the purchase price provided on such signature page;


 


WHEREAS, the Board
wishes to offer to the Purchaser the aggregate number of shares of the Series A
Cumulative Compounding Preferred Stock, par value $.01 per share, of Holding
set forth on the signature page hereof (the “Preferred Shares” and together with the Common Shares, the
“Shares” ) at the purchase
price provided on such signature page;


 


NOW, THEREFORE, to
implement the foregoing and in consideration of the mutual agreements contained
herein, the parties hereto hereby agree as follows:


 


1.                                       Purchase
and Sale of Shares.


 


(a)                  Purchase
of Shares.  Subject to all of the
terms and conditions of this Agreement, the Purchaser hereby subscribes for and
shall purchase, and Holding shall sell to the Purchaser, the Common Shares at
the purchase price indicated for Common Shares on the signature page and the
Preferred Shares at the purchase price indicated for Preferred Shares on the
signature page, both at the Closing provided for in Section 2(a)
hereof.  Notwithstanding anything in
this Agreement to the contrary, Holding shall have no obligation to sell any
Shares to (i) any person who will not be an employee of Holding or
any partnership, corporation, or other organization or entity a majority of
whose outstanding voting interests are owned, directly or indirectly, by
Holding (each, a “Subsidiary”)
immediately following the Closing at which such Shares are to be sold or (ii) any
person who is a resident of a jurisdiction in which the sale of Shares to such
person would constitute a violation of the securities, “blue sky” or other laws
of such jurisdiction.


 


(b)                 Consideration.  Subject to all of the terms and conditions
of this Agreement, the Purchaser shall deliver to Holding at the Closing (as
defined in


 

















 


Section 2(a) hereof) immediately available funds in the amount of
the aggregate purchase price set forth on the signature page hereof, it being
understood that the Purchaser may use any bonus amounts payable to him pursuant
to his retention agreement, less all applicable tax withholding, in
satisfaction of the Consideration Amount.


 


2.                                       Closing.


 


(a)                  Time
and Place.  Except as otherwise
mutually agreed by Holding and the Purchaser, the closing (the “Closing”) of the transaction
contemplated by this Agreement shall be held at the offices of Hughes Hubbard
& Reed LLP, One Battery Park Plaza, New York, New York at 10:00 a.m.
(New York time) on June 30, 2003.


 


(b)                 Delivery
by Holding.  At the Closing, Holding
shall deliver to the Purchaser stock certificates registered in such
Purchaser’s name and representing the Shares, which certificates shall bear the
legends set forth in Section 3(b).


 


(c)                  Delivery
by the Purchaser.  At the Closing,
the Purchaser shall deliver to Holding the consideration referred to in
Section 1(b) hereof.


 


3.                                       Purchaser’s
Representations, Warranties and Covenants.


 


(a)                  Investment
Intention.  The Purchaser represents
and warrants that the Purchaser is acquiring the Shares solely for the
Purchaser’s own account for investment and not with a view to or for sale in
connection with any distribution thereof. 
The Purchaser agrees that the Purchaser will not, directly or
indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of
any of the Shares (or solicit any offers to buy, purchase or otherwise acquire
or take a pledge of any Shares), except in compliance with the Securities Act
of 1933, as amended (the “Securities Act”),
and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in
compliance with applicable state and foreign securities or “blue sky”
laws.  The Purchaser further
understands, acknowledges and agrees that none of the Shares may be
transferred, sold, pledged, hypothecated or otherwise disposed of unless the
provisions of (i) this Agreement, (ii) Section 2.1 of the
Stockholders Agreement, dated as of June 30, 2003, among Holding, Citigroup
Venture Capital Equity Partners, L.P., a limited partnership organized under
the laws of Delaware (together with its affiliates, “CVC”), Ontario Teachers’ Pension Plan
Board, a corporation without share capital organized under the laws of Ontario,
Canada (“OTPP”) and certain
other stockholders of Holding (as amended from time to time, the “Stockholders Agreement”) and (iii)
Section 5 of the Registration Rights Agreement, dated as of June 30, 2003,
among Holding, CVC, OTPP and certain stockholders of Holding (as amended from
time to time, the “Registration Rights Agreement”)
shall have been complied with or have expired.


 


(b)                 Legends.  The Purchaser acknowledges that the
certificates representing the Shares shall bear the following legends or other
appropriate legends:


 


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(i)                                     “THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNTIL REGISTERED UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IS
RECEIVED IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.”


 


(ii)                                  “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE TRANSFER AND
OTHER PROVISIONS OF A MANAGEMENT STOCK SUBSCRIPTION AGREEMENT, DATED AS OF JUNE
30, 2003; (B) THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 30,
2003, AMONG THE ISSUER AND CERTAIN STOCKHOLDERS OF THE ISSUER (THE
“STOCKHOLDERS AGREEMENT”) AND (C) A REGISTRATION RIGHTS AGREEMENT, DATED AS OF
JUNE 30, 2003, AMONG THE ISSUER AND CERTAIN STOCKHOLDERS OF THE ISSUER (THE
“REGISTRATION RIGHTS AGREEMENT”) AND NEITHER THIS CERTIFICATE NOR THE SHARES
REPRESENTED BY IT ARE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
THE MANAGEMENT STOCK SUBSCRIPTION AGREEMENT, THE STOCKHOLDERS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT
THE OFFICES OF THE ISSUER.  NO TRANSFER
OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER, AND SUCH TRANSFER SHALL
BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF
SUCH AGREEMENTS.”


 


(iii)                               “THE
ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.”


 


(c)                  Securities
Law Matters.  The Purchaser
acknowledges receipt of advice from Holding that (i) the Shares have not
been registered under the Securities Act based on an exemption provided under
the Securities Act or qualified under any state or foreign securities or “blue
sky” laws, (ii) it is not anticipated that there will be any public
market for the Shares, (iii) the Shares must be held indefinitely and
the Purchaser must continue to bear the economic risk of the investment in the
Shares unless the Shares are


 


3

















 


subsequently registered under the Securities Act and such state laws or
an exemption from registration is available, (iv) Rule 144
promulgated under the Securities Act (“Rule
144”) is not presently available with respect to the sales of
the Shares, and Holding has made no covenant to make Rule 144 available, (v) when
and if the Shares may be disposed of without registration in reliance upon Rule
144, such disposition can be made only in accordance with the terms and
conditions of such Rule, this Agreement, the Stockholders Agreement and the
Registration Rights Agreement, (vi) Holding does not plan to file
reports with the Commission or make public information concerning Holding
available unless required to do so by law or in connection with its financing
arrangements, (vii) if the exemption afforded by Rule 144 is not
available, sales of the Shares may be difficult to effect because of the
absence of public information concerning Holding, (viii) a restrictive
legend in the form heretofore set forth shall be placed on the certificates
representing the Shares and (ix) a notation shall be made in the
appropriate records of Holding indicating that the Shares are subject to restrictions
on transfer set forth in Section 2.1 of the Stockholders Agreement and, if
Holding should in the future engage the services of a stock transfer agent,
appropriate stop-transfer restrictions will be issued to such transfer agent
with respect to the Shares.


 


(d)                 Compliance
with Rule 144.  When and if the
Shares may be disposed of without registration in reliance upon Rule 144, the
Purchaser shall transmit to Holding an executed copy of Form 144 (if required
by Rule 144) no later than the time such form is required to be transmitted to
the Commission for filing and such other documentation as Holding may
reasonably require to assure compliance with Rule 144 in connection with such
disposition.


 


(e)                  Ability
to Bear Risk.  The Purchaser
represents and warrants that (i) the financial situation of the
Purchaser is such that the Purchaser can afford to bear the economic risk of
holding the Shares for an indefinite period and (ii) the Purchaser
can afford to suffer the complete loss of the Purchaser’s investment in the
Shares.


 


(f)                    Accredited
Investor.  The Purchaser represents
and warrants that he qualifies as an “Accredited Investor” under Regulation D
promulgated under the Securities Act. 
The Purchaser agrees to furnish such documents and to comply with such
reasonable requests of Holding as may be necessary to substantiate the
Purchaser’s status as a qualifying investor in connection with this private
offering of Shares to the Purchaser. 
The Purchaser represents and warrants that all information contained in
such documents and any other written materials concerning the status of the
Purchaser furnished by the Purchaser to Holding in connection with such
requests will be true, complete and correct in all material respects.


 


(g)                 Other Rights
and Obligations.  The Purchaser
shall be entitled to the rights and subject to the obligations created under
the Registration Rights Agreement and the Stockholders Agreement, each to the
extent set forth therein.


 


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4.                                       Representations
and Warranties of Holding.  Holding
represents and warrants to the Purchaser that (a) Holding has been
duly incorporated and is an existing corporation in good standing under the
laws of the State of  Delaware, (b) this
Agreement has been duly authorized, executed and delivered by Holding and
constitutes a valid and legally binding obligation of Holding enforceable
against Holding in accordance with its terms, and (c) the Shares,
when issued, delivered and paid for in accordance with the terms hereof, will
be duly and validly issued, fully paid and nonassessable.


 


5.                                       Miscellaneous.


 


(a)                  Notices.  All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered personally or sent by certified
or express mail, return receipt requested, postage prepaid, or by any
recognized international equivalent of such mail delivery, to Holding, or the
Purchaser, as the case may be, at the following addresses or to such other
address as Holding or the Purchaser, as the case may be, shall specify by
notice to the others:


 


(i)  if to Holding, to it at:


 


300 Galleria Parkway, N.W.

Atlanta, Georgia 30339

Attn:  General Counsel


 


(ii)  if to the
Purchaser, to the
Purchaser at the address as reflected in Holding’s books and records.


 


All such notices and communications shall be
deemed to have been received on the date of delivery if delivered personally or
on the third business day after the mailing thereof.  Copies of any notice or other communication given under this
Agreement shall also be given to:


 


Citigroup Venture Capital Equity

Partners, L.P.

399 Park Avenue, 14th Floor

New York, New York  10022

Fax:  (212) 888-2940

Attention:  Joseph Silvestri


 


Ontario Teachers’ Pension
Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael Dolman


 


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Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, Pennsylvania  19103

Fax:  (215) 994-2222

Attention:  Geraldine A. Sinatra


 


Debevoise & Plimpton

919 Third Avenue

New York, New York  10022

Fax:  (212) 909-6836

Attention:  Margaret A. Davenport


 


(b)                 Binding
Effect; Benefits.  This Agreement
shall be binding upon the parties to this Agreement and their respective
successors and assigns and shall inure to the benefit of the parties to the
Agreement and their respective permitted successors and assigns.  Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal
or equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.


 


(c)                  Waiver;
Amendment.


 


(i)                                     Waiver.  Any party hereto or beneficiary hereof may
by written notice to the other parties (A) extend the time for the
performance of any of the obligations or other actions of the other parties
under this Agreement, (B) waive compliance with any of the
conditions or covenants of the other parties contained in this Agreement and (C) waive
or modify performance of any of the obligations of the other parties under this
Agreement.  Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of any party or
beneficiary shall be deemed to constitute a waiver by the party or beneficiary
taking such action of compliance with any representations, warranties,
covenants or agreements contained herein. 
The waiver by any party hereto or beneficiary hereof of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any preceding or succeeding breach and no failure by a party to exercise any
right or privilege hereunder shall be deemed a waiver of such party’s or
beneficiary’s rights or privileges hereunder or shall be deemed a waiver of
such party’s or beneficiary’s rights to exercise the same at any subsequent
time or times hereunder.


 


(ii)                                  Amendment.  This Agreement may not be amended, modified
or supplemented orally, but only by a written instrument executed by the
Purchaser and Holding.


 


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(d)                 Entire
Agreement.  This Agreement, together
with the Stockholders Agreement and the Registration Rights Agreement, is the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all other prior agreements, understandings, documents, statements,
representations and warranties, oral or written, express or implied, between
the parties hereto and their respective Subsidiaries, representatives and
agents in respect of the subject matter hereof.


 


(e)                  Assignability.  Neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by Purchaser without the prior written consent of Holding.


 


(f)                    No
Guarantee of Employment.  Nothing in
this Agreement shall interfere with or limit in any way the right of Holding or
any Subsidiary to terminate the Purchaser’s employment at any time, or confer
upon the Purchaser any right to continue in the employ of Holding or any
Subsidiary.


 


(g)                 Applicable
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE
SPECIFICALLY AND MANDATORILY APPLIES.


 


(h)                 Survival.  Section 3 (relating to Purchaser’s
representations, warranties and covenants) and Section 4 (relating to Holding’s
representations and warranties) shall survive any termination of this
Agreement.


 


(i)                     Section
and Other Headings, etc.  The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.


 


(j)                     Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, Holding and the Purchaser have executed this Agreement as of
the date first above written.


 


 


	
   

  	
  TRAVEL TRANSACTION
  PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas L. Abramson

  
	
   

  	
   

  	
  Name:
  Douglas L. Abramson

  
	
   

  	
   

  	
  Title:
  Senior Vice President - Human Resources,

  
	
   

  	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
  THE
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Dale Messick

  	
   

  
	
   

  	
  Dale
  Messick

  	
   

  
				



 


 


	
  Total
  Number of Common Shares to be Purchased:

  	
   

  	
  31,410

  
	
   

  	
   

  	
   

  
	
  Purchase
  Price per Common Share:

  	
   

  	
  $

  	
  .31914894

  
	
   

  	
   

  	
   

  
	
  Total
  Number of Preferred Shares to be Purchased:

  	
   

  	
  114.976

  
	
   

  	
   

  	
   

  
	
  Purchase
  Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  
	
   

  	
   

  	
   

  
	
  Aggregate
  Cash Purchase Price:

  	
   

  	
  $

  	
  125,000

  



 


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