Exhibit
10.24


 


Execution Copy


 


STOCK
SUBSCRIPTION AGREEMENT


 


 


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”).


 


 


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 (the “Class A Common Shares”)
and the Class B Common Stock, par value $.01 per share, of Holding (the “Class B
Common Shares” and together with the Class A Common Shares, the
“Common
Shares”) set forth on the signature page hereof 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 10% 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 Class A Common
Shares at the purchase price indicated for Class A Common Shares on the
signature page, the Class B Common Shares at the purchase price indicated for
Class B Common Shares on the signature page and the Preferred Shares at the
purchase price indicated for Preferred Shares on the signature page, each at
the Closing provided for in Section 4(a) hereof.  Notwithstanding anything in this Agreement to the contrary, Holding
shall have no obligation to sell any Shares to 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 4(a) hereof) immediately available funds in the amount
of the aggregate purchase price set forth on the signature page hereof.


 

















 


2.                                       Repurchase
of Class A Common Stock.  Subject to
all of the terms and conditions of this Agreement, at the Closing, the
Purchaser shall sell to Holding, and Holding shall repurchase from the
Purchaser, thirty (30) shares of the Class A Common Stock, par value $.01 per
share (the “Class A Common Stock”), of Holding and ten (10) shares of
the Class B Common Stock, par value $.01 per share, of Holding, each at a
purchase price of $1.00 per share.


 


3.                                       Equity
Fees and Reimbursement of Expenses. 
Holding hereby agrees to pay to the Purchaser or its designee at the
Closing in immediately available funds (i) an equity placement fee in the
amount of $5,600,000 and (ii) an equity
commitment ticking fee in the amount of $233,333, in each case plus reasonable out-of-pocket expenses (collectively, the “Equity Fees”).  In addition, Holding agrees to reimburse the
Purchaser for reasonable out-of-pocket expenses incurred in connection with its
continuing investment in Holding,
including, without limitation, all expenses incurred in connection with the negotiation,
preparation, authorization, execution and delivery of the Partnership
Interest Purchase Agreement dated as of March 3, 2003 by and among Delta
Air Lines, Inc., NWA, Inc., American Airlines, Inc., NewCRS Limited, Inc.,
Worldspan, L.P. and Holding, as amended, the
consummation of the transactions contemplated thereby and the debt and equity
financing transactions related thereto.


 


4.                                       Closing.


 


(a)                                  Time
and Place.  Except as otherwise
mutually agreed by Holding and the Purchaser, the closing (the “Closing”)
of the transactions 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 the date hereof.


 


(b)                                 Deliveries
by Holding.  At the Closing, Holding
shall deliver to the Purchaser (i) stock certificates registered in the
Purchaser’s name and representing the Shares, which certificates shall bear the
legends set forth in Section 5(b) and (ii) the Equity Fees.


 


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


 


5.                                       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


 


2

















 


Agreement, dated as of the date
hereof, among 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”),
Court Square Capital Limited, a Delaware corporation (“Court Square”), the
Purchaser 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 the date hereof, among
Holding, CVC Equity, CVC Employee Fund, CVC Executive Fund, Court Square, the
Purchaser and certain other 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:


 


(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 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 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


 


3

















 


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 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 Section 5 of the Registration Rights 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 it 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


 


4

















 


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.


 


6.                                       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.


 


7.                                       Repurchase
Upon Stock Issuances to Management Investors.


 


(a)                                  Repurchase
Right in Connection with Restricted Stock Issuances.  In the event that Holding issues and sells
shares of its Class A Common Stock to any member of management of Holding or
any of its subsidiaries (hereinafter referred to as a “Subsequent Management Investor”),
as “Restricted Stock” pursuant to its Stock Incentive Plan, Holding shall have
the right and option at any time and from time to time to repurchase from the
Purchaser such number of Class A Common Shares equal to forty percent (40%) of
the Class A Common Stock to be sold to such Subsequent Management Investor, at
a purchase price equal to the price paid by such Subsequent Management Investor
for such Class A Common Stock at the time of issuance of such Class A Common
Stock (but in no event at a price less than $.31914894 per Class A Common
Share) multiplied by the number of Class A Common Shares repurchased from the
Purchaser; provided, however, that Holding may not exercise such
right unless it simultaneously exercises its right to repurchase from Court
Square pursuant to the Stock Subscription Agreement, dated as of the date
hereof, among Holding, CVC Equity, CVC Employee Fund, CVC Executive Fund, Court
Square and the other investors named therein (the “CVC Subscription Agreement”)
such number of shares of Class A Common Stock equal to sixty percent (60%) of
the Class A Common Stock to be sold to such Subsequent Management
Investor.  The number of Class A Common
Shares and Preferred Shares to be repurchased pursuant to this
Section 7(a) shall not exceed 930,600 Class A Common Shares.  Subsequent Management Investors shall be
required to execute a Restricted Stock Subscription Agreement substantially in
the form attached to Holding’s Stock Incentive Plan as Exhibit C and to agree
to be bound by the Stockholders Agreement.


 


(b)                                 Repurchase
Right in Connection with Non-Restricted Stock Issuances.  In the event that Holding issues and sells
shares of its Class A Common Stock and 10% Series A Cumulative Compounding
Preferred Stock, par value $.01 per share (“Series A Preferred Stock”),
to any Subsequent Management Investor, Holding shall have the right and option
at any time and from time to time to repurchase from the Purchaser such number
of Class A Common Shares and Preferred Shares equal to forty percent (40%) of
the Class A Common Stock and


 


5

















 


forty percent (40%) of the
Series A Preferred Stock, respectively, to be sold to such Subsequent
Management Investor, at a purchase price equal to the price paid by such
Subsequent Management Investor for such Class A Common Stock and Series A
Preferred Stock at the time of issuance of such Class A Common Stock and Series
A Preferred Stock (but in no event at a price less than $.31914894 per Class A
Common Share and $1,000 per Preferred Share plus accrued and unpaid dividends
thereon through the date of repurchase) multiplied by the number of Class A
Common Shares and Preferred Shares, respectively, repurchased from the
Purchaser; provided, however, that Holding may not exercise such
right unless it simultaneously exercises its right to repurchase from CVC
Equity, CVC Employee Fund and CVC Executive Fund pursuant to the CVC Subscription
Agreement such number of shares of Class A Common Stock and Series A Preferred
Stock equal to sixty percent (60%) of the Class A Common Stock and sixty
percent (60%) of the Series A Preferred Stock, respectively, to be sold to such
Subsequent Management Investor.  The
number of Class A Common Shares and Preferred Shares to be repurchased pursuant
to this Section 7(b) shall not exceed 50,256 Class A Common Shares and
183.961 Preferred Shares, and any repurchase of such Class A Common Shares and
Preferred Shares shall be made pro rata between Class A Common Shares and
Preferred Shares in proportion to the aggregate number of Class A Common Shares
and Preferred Shares subject to the repurchase right contained in this
Section 7(b).  Subsequent Management
Investors shall be required to purchase Class A Common Stock and Series A
Preferred Stock in the same proportion of Class A Common Stock to Series A
Preferred Stock, to execute a Management Stock Subscription Agreement
substantially in the form of those being entered into with certain members of
management on the date hereof and to agree to be bound by the Stockholders
Agreement.


 


(c)                                  Repurchase
Right After One Year.  In the event
that Holding does not repurchase all of the Class A Common Shares that Holding
is entitled to repurchase pursuant to Section 7(a) within one (1) year of
the date hereof, Holding shall have the right and option at any time and from
time to time for ninety (90) days after the first anniversary of the date
hereof to repurchase from the Purchaser any or all of the remaining Class A
Common Shares not repurchased pursuant Section 7(a) at a purchase price
equal to $.31914894 per Class A Common Share multiplied by the number of Class
A Common Shares repurchased from the Purchaser; provided, however,
that Holding may not exercise such right unless it simultaneously exercises its
right to repurchase from Court Square pursuant to the CVC Subscription
Agreement such number of shares of Class A Common Stock equal to sixty percent
(60%) of the aggregate number of shares of Class A Common Stock to be
repurchased pursuant to this Section 7(c) and the CVC Subscription
Agreement.


 


(d)                                 Mechanics.  Any repurchase pursuant to this
Section 7 shall be exercised by written notice to the Purchaser signed by
an officer of Holding on behalf of Holding or by its designee(s), as the case
may be.  Such notice shall set forth the
number of Class A Common Shares and Preferred Shares desired to be purchased
and shall set forth a time and place of closing which shall be no earlier than
10 days and no later than 30 days after the date such notice is sent.  At such closing, the Purchaser shall deliver
the certificates evidencing the number of Class A Common Shares and Preferred Shares
to be repurchased by Holding and/or its 


 


6

















 


designee(s), accompanied by
stock powers duly endorsed in blank or duly executed instruments of transfer,
and any other documents that are necessary to transfer to Holding and/or its
designee(s) good title to such of the Class A Common Shares and Preferred
Shares to be transferred, free and clear of all pledges, security interests,
liens, charges, encumbrances, equities, claims and options of whatever nature
other than those imposed under this Agreement, the Stockholders Agreement and
the Registration Rights Agreement, and concurrently with such delivery, Holding
and/or its designee(s) shall deliver to the Purchaser the full amount of the
repurchase price for such Class A Common Shares and Preferred Shares in
immediately available funds.


 


8.                                       Liability.  Except as the Purchaser may otherwise agree
in writing after the date hereof: 
(i) the Purchaser shall have the right to, and shall have no duty
(contractual or otherwise) not to, directly or indirectly:  (A) engage in the same or similar
business activities or lines of business as Holding or any its subsidiaries,
including those competing with Holding or any of its subsidiaries and
(B) do business with any client or customer of Holdings or any of its subsidiaries;
(ii) neither the Purchaser nor any officer, director, employee, partner,
affiliate or associated entity thereof shall be liable to Holding or any of its
subsidiaries or affiliates for breach of any duty (contractual or otherwise) by
reason of any such activities of or of such person’s participation therein; and
(iii) in the event that the Purchaser acquires knowledge of a potential
transaction or matter that may be a corporate opportunity for Holding or any of
its subsidiaries, on the one hand, and the Purchaser, on the other hand, or any
other person, the Purchaser shall have no duty (contractual or otherwise) to
communicate or present such corporate opportunity to Holding or any of its
subsidiaries and, notwithstanding any provision of this Agreement to the
contrary, shall not be liable to Holding, any of its subsidiaries or any of
their affiliates for breach of any duty (contractual or otherwise) by reasons
of the fact that the Purchaser directly or indirectly pursues or acquires such
opportunity for itself, directs such opportunity to another person, or does not
present such opportunity to Holding or any of its subsidiaries.


 


9.                                       Indemnification.  The parties hereto hereby acknowledge and
confirm that only CVC Equity and/or its affiliates shall render services to
Holding of the nature and type described in the Advisory Agreement dated as
June 30, 2003 by and between Holding and CVC Management LLC.  Notwithstanding the foregoing, the Purchaser
may provide advice or counsel to Holding solely in its capacity as a
significant equity owner of Holding.  In
such event, Holding and its subsidiaries shall defend, indemnify and hold
harmless the Purchaser, its affiliates, members, partners, employees and agents
from and against any and all loss, liability, damage or expenses arising from
any claim by any person with respect to, or in any way related to, such advice
or counsel.


 


10.                                 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


 


7

















 


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

Fax:  (770) 563-7878

Attention:  General Counsel


 


(ii)                                  if
to the Purchaser, to it at:


 


5650 Yonge Street

Toronto, Ontario M2M 4H5

Fax:  (416) 730-5082

Attention:  Shael J. Dolman


 


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 M. Silvestri


 


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


 


8

















 


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.


 


(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 the Purchaser without the prior written consent of Holding.


 


(f)                                    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.


 


(g)                                 Survival.  Section 5 (relating to the Purchaser’s
representations, warranties and covenants) and Section 6 (relating to
Holding’s representations and warranties) shall survive any termination of this
Agreement.


 


9

















 


(h)                                 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.


 


(i)                                     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.


 


[Signature Page Follows]


 


10

















 


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


 


 


	
   

  	
  HOLDING:

  
	
   

  	
   

  
	
   

  	
  TRAVEL TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
  Title:   President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE PURCHASER:

  
	
   

  	
   

  
	
   

  	
  ONTARIO TEACHERS’ PENSION PLAN BOARD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shael J. Dolman

  	
   

  
	
   

  	
   

  	
  Name:  Shael J. Dolman

  
	
   

  	
   

  	
  Title:    Portfolio Manager

  
					



 


 


	
  Total Number of Class A Common Shares to be
  Purchased:

  	
   

  	
  24,453,409

  	
   

  
	
  Purchase Price per Class A Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Class B Common Shares to be
  Purchased:

  	
   

  	
  11,000,000

  	
   

  
	
  Purchase Price per Class B Common Share:

  	
   

  	
  $

  	
  .31914894

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Preferred Shares to be
  Purchased:

  	
   

  	
  126,370.382

  	
   

  
	
  Purchase Price per Preferred Share:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Cash Purchase Price:

  	
   

  	
  $

  	
  137,685,300