Exhibit 10.1


 


Execution Copy


 




 





$175,000,000


 


CREDIT
AGREEMENT


 


among


 


TRAVEL
TRANSACTION PROCESSING CORPORATION,


 


WS
HOLDINGS LLC,


 


WORLDSPAN,
L.P.,


as
Borrower,


 


The
Several Lenders


from
Time to Time Parties Hereto,


 


LEHMAN
BROTHERS INC.,


as
Sole and Exclusive Advisor, Joint Lead Arranger and Joint Book-Runner,


 


DEUTSCHE
BANK SECURITIES INC.,


as
Syndication Agent, Joint Lead Arranger and Joint Book-Runner,


 


JPMORGAN
CHASE BANK, CITICORP NORTH AMERICA, INC.

and DYMAS FUNDING COMPANY, LLC,

as Documentation Agents


 


and


 


LEHMAN
COMMERCIAL PAPER INC.,


as
Administrative Agent


 


Dated
as of June 30, 2003




 





 

















 


TABLE OF CONTENTS


 


	
  SECTION 1. DEFINITIONS

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined
  Terms

  
	
   

  	
  1.2

  	
  Other Definitional Provisions

  
	
   

  	
   

  	
   

  
	
  SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Term Loan Commitments

  
	
   

  	
  2.2

  	
  Procedure for Term Loan Borrowing

  
	
   

  	
  2.3

  	
  Repayment of Term Loans

  
	
   

  	
  2.4

  	
  Revolving Credit Commitments

  
	
   

  	
  2.5

  	
  Procedure for Revolving Credit Borrowing

  
	
   

  	
  2.6

  	
  Swing Line Commitment

  
	
   

  	
  2.7

  	
  Procedure for Swing Line Borrowing;
  Refunding of Swing Line Loans

  
	
   

  	
  2.8

  	
  Repayment of Loans; Evidence of
  Indebtedness

  
	
   

  	
  2.9

  	
  Commitment
  Fees, etc.

  
	
   

  	
  2.10

  	
  Termination or Reduction of Revolving
  Credit Commitments

  
	
   

  	
  2.11

  	
  Optional Prepayments

  
	
   

  	
  2.12

  	
  Mandatory Prepayments and Commitment
  Reductions

  
	
   

  	
  2.13

  	
  Conversion and Continuation Options

  
	
   

  	
  2.14

  	
  Minimum Amounts and Maximum Number of
  Eurodollar Tranches

  
	
   

  	
  2.15

  	
  Interest Rates and Payment Dates

  
	
   

  	
  2.16

  	
  Computation of Interest and Fees

  
	
   

  	
  2.17

  	
  Inability to Determine Interest Rate

  
	
   

  	
  2.18

  	
  Pro Rata Treatment and Payments

  
	
   

  	
  2.19

  	
  Requirements of Law

  
	
   

  	
  2.20

  	
  Taxes

  
	
   

  	
  2.21

  	
  Indemnity

  
	
   

  	
  2.22

  	
  Illegality

  
	
   

  	
  2.23

  	
  Change of Lending Office

  
	
   

  	
  2.24

  	
  Substitution of Lenders

  
	
   

  	
   

  	
   

  
	
  SECTION 3. LETTERS OF CREDIT

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  L/C
  Commitment

  
	
   

  	
  3.2

  	
  Procedure for Issuance of Letter of Credit

  
	
   

  	
  3.3

  	
  Fees and Other Charges

  
	
   

  	
  3.4

  	
  L/C Participations

  
	
   

  	
  3.5

  	
  Reimbursement Obligation of the Borrower

  
	
   

  	
  3.6

  	
  Obligations Absolute

  
	
   

  	
  3.7

  	
  Letter of Credit Payments

  
	
   

  	
  3.8

  	
  Applications

  



 


 


i

















 


	
  SECTION 4. REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Financial Condition

  
	
   

  	
  4.2

  	
  No Change

  
	
   

  	
  4.3

  	
  Existence; Compliance with Law

  
	
   

  	
  4.4

  	
  Organizational Power; Authorization;
  Enforceable Obligations

  
	
   

  	
  4.5

  	
  No
  Legal Bar

  
	
   

  	
  4.6

  	
  No Material Litigation

  
	
   

  	
  4.7

  	
  No Default

  
	
   

  	
  4.8

  	
  Ownership of Property; Liens

  
	
   

  	
  4.9

  	
  Intellectual Property

  
	
   

  	
  4.10

  	
  Taxes

  
	
   

  	
  4.11

  	
  Federal Regulations

  
	
   

  	
  4.12

  	
  Labor
  Matters

  
	
   

  	
  4.13

  	
  ERISA

  
	
   

  	
  4.14

  	
  Investment Company Act; Other Regulations

  
	
   

  	
  4.15

  	
  Subsidiaries

  
	
   

  	
  4.16

  	
  Use
  of Proceeds

  
	
   

  	
  4.17

  	
  Environmental Matters

  
	
   

  	
  4.18

  	
  Accuracy of Information, etc.

  
	
   

  	
  4.19

  	
  Security Documents

  
	
   

  	
  4.20

  	
  Solvency

  
	
   

  	
  4.21

  	
  Senior Indebtedness

  
	
   

  	
  4.22

  	
  Insurance

  
	
   

  	
  4.23

  	
  Acquisition Documentation

  
	
   

  	
  4.24

  	
  Real
  Estate

  
	
   

  	
  4.25

  	
  Permits

  
	
   

  	
  4.26

  	
  Immaterial Subsidiaries

  
	
   

  	
   

  	
   

  
	
  SECTION 5. CONDITIONS PRECEDENT

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Conditions to Initial Extension of Credit

  
	
   

  	
  5.2

  	
  Conditions to Each Extension of Credit

  
	
   

  	
   

  	
   

  
	
  SECTION 6. AFFIRMATIVE COVENANTS

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Financial Statements

  
	
   

  	
  6.2

  	
  Certificates; Other Information

  
	
   

  	
  6.3

  	
  Payment of Obligations

  
	
   

  	
  6.4

  	
  Conduct of Business and Maintenance of
  Existence, etc.

  
	
   

  	
  6.5

  	
  Maintenance of Property; Leases; Insurance

  
	
   

  	
  6.6

  	
  Inspection of Property; Books and Records;
  Discussions

  
	
   

  	
  6.7

  	
  Notices

  
	
   

  	
  6.8

  	
  Environmental Laws

  
	
   

  	
  6.9

  	
  Interest Rate Protection

  
	
   

  	
  6.10

  	
  Additional
  Collateral, etc

  
	
   

  	
  6.11

  	
  Use
  of Proceeds

  
	
   

  	
  6.12

  	
  ERISA
  Documents

  
	
   

  	
  6.13

  	
  Further Assurances

  
	
   

  	
  6.14

  	
  Immaterial Subsidiaries

  



 


ii

















 


	
   

  	
  6.15

  	
  Post Closing Matters

  
	
   

  	
   

  	
   

  
	
  SECTION 7. NEGATIVE COVENANTS

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Financial Condition Covenants

  
	
   

  	
  7.2

  	
  Limitation on Indebtedness

  
	
   

  	
  7.3

  	
  Limitation on Liens

  
	
   

  	
  7.4

  	
  Limitation on Fundamental Changes

  
	
   

  	
  7.5

  	
  Limitation on Disposition of Property

  
	
   

  	
  7.6

  	
  Limitation on Restricted Payments

  
	
   

  	
  7.7

  	
  Limitation on Capital Expenditures

  
	
   

  	
  7.8

  	
  Limitation on Investments

  
	
   

  	
  7.9

  	
  Limitation on Optional Payments and
  Modifications of Indebtedness

  
	
   

  	
  7.10

  	
  Limitation on Transactions with Affiliates

  
	
   

  	
  7.11

  	
  Limitation on Sales and Leasebacks

  
	
   

  	
  7.12

  	
  Limitation on Changes in Fiscal Periods

  
	
   

  	
  7.13

  	
  Limitation on Negative Pledge Clauses

  
	
   

  	
  7.14

  	
  Limitation on Restrictions on Subsidiary
  Distributions, etc

  
	
   

  	
  7.15

  	
  Limitation on Lines of Business

  
	
   

  	
  7.16

  	
  Limitation on Amendments to Acquisition
  Documentation

  
	
   

  	
  7.17

  	
  Limitation on Activities of TTPC and LP

  
	
   

  	
  7.18

  	
  Limitation on Hedge Agreements

  
	
   

  	
  7.19

  	
  Partnerships and Joint Ventures

  
	
   

  	
  7.20

  	
  Subordination Agreements

  
	
   

  	
   

  	
   

  
	
  SECTION 8. EVENTS OF DEFAULT

  
	
   

  	
   

  	
   

  
	
  SECTION 9. THE AGENTS; THE ARRANGERs

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Appointment

  
	
   

  	
  9.2

  	
  Delegation of Duties

  
	
   

  	
  9.3

  	
  Exculpatory Provisions

  
	
   

  	
  9.4

  	
  Reliance by Agents

  
	
   

  	
  9.5

  	
  Notice
  of Default

  
	
   

  	
  9.6

  	
  Non-Reliance on Agents and Other Lenders

  
	
   

  	
  9.7

  	
  Indemnification

  
	
   

  	
  9.8

  	
  Arrangers and Agents in Their Individual
  Capacities

  
	
   

  	
  9.9

  	
  Successor
  Agents

  
	
   

  	
  9.10

  	
  Authorization to Release Liens

  
	
   

  	
  9.11

  	
  The Arrangers; the Syndication Agent; the
  Documentation Agents

  
	
   

  	
  9.12

  	
  Withholding
  Tax

  
	
   

  	
   

  	
   

  
	
  SECTION 10. MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Amendments and Waivers

  
	
   

  	
  10.2

  	
  Notices

  
	
   

  	
  10.3

  	
  No Waiver; Cumulative Remedies

  
	
   

  	
  10.4

  	
  Survival of Representations and Warranties

  



 


iii

















 


	
   

  	
  10.5

  	
  Payment of Expenses

  
	
   

  	
  10.6

  	
  Successors and Assigns; Participations and
  Assignments

  
	
   

  	
  10.7

  	
  Adjustments;
  Set-off

  
	
   

  	
  10.8

  	
  Counterparts

  
	
   

  	
  10.9

  	
  Severability

  
	
   

  	
  10.10

  	
  Integration

  
	
   

  	
  10.11

  	
  GOVERNING
  LAW

  
	
   

  	
  10.12

  	
  Submission To Jurisdiction; Waivers

  
	
   

  	
  10.13

  	
  Suretyship Waivers

  
	
   

  	
  10.14

  	
  Acknowledgments

  
	
   

  	
  10.15

  	
  Confidentiality

  
	
   

  	
  10.16

  	
  Release of Collateral and Guarantee
  Obligations

  
	
   

  	
  10.17

  	
  Accounting Changes

  
	
   

  	
  10.18

  	
  Delivery of Lender Addenda

  
	
   

  	
  10.19

  	
  Construction

  
	
   

  	
  10.20

  	
  WAIVERS OF JURY TRIAL

  



 


iv

















 


	
  ANNEXES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Pricing
  Grid

  
	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1(a)

  	
   

  	
  Immaterial
  Subsidiaries

  
	
  4.4

  	
   

  	
  Consents,
  Authorizations, Filings and Notices

  
	
  4.9(b)

  	
   

  	
  Trademarks,
  Service Marks and Trade Names

  
	
  4.9(c)

  	
   

  	
  Patents

  
	
  4.9(d)

  	
   

  	
  Copyrights

  
	
  4.9(e)

  	
   

  	
  Intellectual
  Property Licenses

  
	
  4.15

  	
   

  	
  Subsidiaries

  
	
  4.19(a)-1

  	
   

  	
  UCC Filing Jurisdictions - Collateral

  
	
  4.19(a)-2

  	
   

  	
  UCC Financing Statements to Remain on File

  
	
  4.19(a)-3

  	
   

  	
  UCC Financing Statements to be Terminated

  
	
  4.19(b)

  	
   

  	
  Mortgage
  Recording Jurisdictions

  
	
  4.19(c)

  	
   

  	
  UCC
  Filing Jurisdictions - Intellectual Property Collateral

  
	
  4.23

  	
   

  	
  Acquisition
  Documentation

  
	
  4.24

  	
   

  	
  Real
  Estate

  
	
  5.1(b)(iv)

  	
   

  	
  Seller Notes Term Sheet

  
	
  5.1(t)

  	
   

  	
  Consents
  to Assignment; Seller Agreements

  
	
  7.2(d)

  	
   

  	
  Existing
  Indebtedness

  
	
  7.3(f)

  	
   

  	
  Existing
  Liens

  
	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
   

  
	
  A

  	
   

  	
  Form of Guarantee and Collateral Agreement

  
	
  B

  	
   

  	
  Form of Compliance Certificate

  
	
  C

  	
   

  	
  Form of Closing Certificate

  
	
  D

  	
   

  	
  Form of Assignment and Acceptance

  
	
  E-1

  	
   

  	
  Form of Legal Opinion of Dechert LLP

  
	
  E-2

  	
   

  	
  Form of Legal Opinion of Douglas L. Abramson, General Counsel of the
  Borrower

  
	
  F-1

  	
   

  	
  Form of Term Note

  
	
  F-2

  	
   

  	
  Form of Revolving Credit Note

  
	
  F-3

  	
   

  	
  Form of Swing Line Note

  
	
  G

  	
   

  	
  Form of Prepayment Option Notice

  
	
  H

  	
   

  	
  Form of Exemption Certificate

  
	
  I

  	
   

  	
  Form of Lender Addendum

  
	
  J

  	
   

  	
  Form of Solvency Certificate

  
	
  K

  	
   

  	
  Form of Subordinated Intercompany Note

  
	
  L

  	
   

  	
  Form of Notice of Borrowing

  
	
  M

  	
   

  	
  Form of Consent to Assignment

  



 


v

















 


CREDIT
AGREEMENT, dated as of June 30, 2003, among TRAVEL TRANSACTION PROCESSING
CORPORATION, a Delaware corporation (“TTPC”), 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”), LEHMAN BROTHERS INC., 
as sole and exclusive advisor, LEHMAN BROTHERS INC. and DEUTSCHE BANK
SECURITIES INC., as joint lead arrangers and joint book-runners (in such
capacities, the “Arrangers”), DEUTSCHE BANK SECURITIES INC., as
syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN
CHASE BANK, CITICORP NORTH AMERICA, INC., and DYMAS FUNDING COMPANY, LLC, as
documentation agents (in such capacities, the “Documentation Agents”),
and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity,
the “Administrative Agent”).


 


W  I  T  N  E  S  S
E  T  H:


 


WHEREAS, pursuant to the Acquisition
Agreement (as defined below), WS Merger LLC, a Delaware limited liability
company newly formed and Wholly Owned by TTPC (“Acquisition LLC”), will
acquire all of the general partnership interests of the Borrower and LP will
acquire all of the limited partnership interests of the Borrower.  Upon such transfers, Acquisition LLC will
immediately be merged (the “Merger”) with and into the Borrower, with
the Borrower as the surviving corporation;


 


WHEREAS, TTPC is a Wholly Owned subsidiary of
the Sponsors, certain of their Control Investment Affiliates and the other
Equity Investors and LP is a Wholly Owned Subsidiary of TTPC;


 


WHEREAS, the Borrower has requested that the
Lenders make credit facilities available to the Borrower in order to finance
the foregoing transactions and for the other purposes set forth herein; and


 


WHEREAS, the Lenders are willing to make such
credit facilities available upon and subject to the terms and conditions
hereinafter set forth;


 


NOW, THEREFORE, in consideration of the
premises and the agreements hereinafter set forth, the parties hereto hereby
agree as follows:


 


SECTION 1. 
DEFINITIONS


 


1.1                                 Defined Terms. 
As used in this Agreement, the terms listed in this Section 1.1 shall
have the respective meanings set forth in this Section 1.1.


 


“Acknowledgement
and Consent”: the Acknowledgement and Consent of each Issuer (as defined in
the Guarantee and Collateral Agreement) that is not also a Grantor (as defined
in the Guarantee and Collateral Agreement), substantially in the form of
Exhibit A to the Guarantee and Collateral Agreement.


 


“Acquisition”:  as defined in Section 5.1(b)(i).


 

















 


“Acquisition
Agreement”:  the Partnership
Interest Purchase Agreement, dated as of March 3, 2003, among the Sellers
and TTPC, as the same may be amended, supplemented, replaced or otherwise
modified from time to time in accordance with this Agreement.


 


“Acquisition
Documentation”:  collectively, the
Acquisition Agreement, the FASAS, the Acquisition Escrow Agreements, the other
agreements listed on Schedule 4.23 and all schedules, exhibits, annexes
and amendments thereto and all side letters and agreements affecting the terms
thereof or entered into in connection therewith, in each case, as amended,
supplemented, replaced or otherwise modified from time to time in accordance
with this Agreement.


 


“Acquisition
Escrow Agreements”:  (i) the Closing
Adjustment Escrow Agreement, dated as of the date hereof, among the Sellers,
TTPC and The Bank of New York, as escrow agent, (ii) the Escrow Agreement,
dated as of the date hereof, among American, TTPC and The Bank of New York, as
escrow agent, (iii) the Escrow Agreement, dated as of the date hereof, among
Delta, TTPC and The Bank of New York, as escrow agent, and (iv) the Escrow
Agreement, dated as of the date hereof, among NWA, TTPC and The Bank of New
York, as escrow agent, in each case, as amended, supplemented, replaced or
otherwise modified from time to time in accordance with this Agreement.


 


“Acquisition
LLC”: as defined in the Recitals.


 


“Adjustment
Date”: as defined in the Pricing Grid.


 


“Administrative
Agent”:  as defined in the preamble
hereto.


 


“Advisory
Agreement”:  the Advisory Agreement
between the Borrower and TTPC, dated as of June 30, 2003, as amended,
supplemented, replaced or otherwise modified from time to time.


 


“Affected
Lender”: as defined in Section 2.24.


 


“Affiliate”:  as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person.  For purposes
of this definition, “control” of a Person means the power, directly or
indirectly, either to (a) vote 10% or more of the securities having
ordinary voting power for the election of directors (or persons performing
similar functions) of such Person or (b) direct or cause the direction of
the management and policies of such Person, whether by contract or otherwise.


 


“Affiliated
Fund”: means, with respect to any Lender that is a fund that invests (in
whole or in part) in commercial loans, any other fund that invests (in whole or
in part) in commercial loans and is managed by the same investment advisor as
such Lender or by an affiliate of such investment advisor:


 


2

















 


“Agents”:  the collective reference to the Syndication
Agent, the Documentation Agents and the Administrative Agent.


 


“Aggregate
Exposure”:  with respect to any
Lender at any time, an amount equal to (a) until the Closing Date, the
aggregate amount of such Lender’s Commitments at such time and (b) thereafter,
the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term
Loans and (ii) the amount of such Lender’s Revolving Credit Commitment then in
effect or, if the Revolving Credit Commitments have been terminated, the amount
of such Lender’s Revolving Extensions of Credit then outstanding.


 


“Aggregate
Exposure Percentage”:  with respect
to any Lender at any time, the ratio (expressed as a percentage) of such
Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all
Lenders at such time.


 


“Agreement”:  this Credit Agreement, as amended,
supplemented, replaced or otherwise modified from time to time in accordance
with this Agreement.


 


“American”:  American Airlines, Inc., a Delaware
corporation.


 


“Applicable
Margin”:  for each Type of Loan, the
rate per annum set forth under the relevant column heading below:


 


	
   

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Eurodollar

  Loans

  	
   

  
	
  Revolving Credit Loans and Swing Line Loans

  	
   

  	
  2.75

  	
  %

  	
  3.75

  	
  %

  
	
  Term Loans

  	
   

  	
  2.75

  	
  %

  	
  3.75

  	
  %

  



 


provided,
that on and after the first Adjustment Date occurring after the completion of
one full fiscal quarter of the Borrower after the Closing Date, the Applicable
Margin with respect to Term Loans, Revolving Credit Loans and Swing Line Loans
will be determined pursuant to the Pricing Grid.


 


“Application”:  an application, in such form as the Issuing
Lender may specify from time to time, requesting the Issuing Lender to open a
Letter of Credit.


 


“Arrangers”:  as defined in the preamble hereto.


 


“Asset Sale”:  any Disposition of Property or series of
related Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c), (f) or (g) of Section 7.5) which yields gross
proceeds to any Loan Party or any of its Subsidiaries (valued at the initial
principal amount thereof in the case of non-cash proceeds consisting of notes
or other debt securities and valued at fair market value (as determined by the
Administrative Agent) in the case of other non-cash proceeds) in excess of $2,500,000.


 


“Assignee”:  as defined in Section 10.6(c).


 


3

















 


“Assignment
and Acceptance”:  as defined in
Section 10.6(c).


 


“Assignor”:  as defined in Section 10.6(c).


 


“Available
Revolving Credit Commitment”:  as to
any Revolving Credit Lender at any time, an amount equal to the excess, if any,
of (a) such Revolving Credit Lender’s Revolving Credit Commitment then in
effect over (b) such Revolving Credit Lender’s Revolving Extensions of
Credit then outstanding; provided, that in calculating any Lender’s
Revolving Extensions of Credit for the purpose of determining such Lender’s
(other than the Swing Line Lender) Available Revolving Credit Commitment
pursuant to Section 2.9(a), the aggregate principal amount of Swing Line
Loans then outstanding shall be deemed to be zero.


 


“Base Rate”:  for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1⁄2 of 1%. 
For purposes hereof:


 


“Prime Rate” shall mean the prime lending rate as set forth on
the British Banking Association Telerate Page 5 (or such other comparable page
as may, in the reasonable opinion of the Administrative Agent, replace such
page for purpose of displaying such rate), as in effect from time to time.  The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually available.  Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective as of
the opening of business on the effective day of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.


 


“Base Rate
Loans”:  Loans for which the
applicable rate of interest is based upon the Base Rate.


 


“Benefited
Lender”:  as defined in
Section 10.7.


 


“Board”:  the Board of Governors of the Federal
Reserve System of the United States (or any successor).


 


“Borrower”:  as defined in the preamble hereto.


 


“Borrowing
Date”:  any Business Day specified
by the Borrower as a date on which the Borrower requests the relevant Lender(s)
to make Loans hereunder.


 


“Business
Day”:  (i) for all purposes other
than as covered by clause (ii) below, a day other than a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to close and (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar


 


4

















 


Loans, any day
which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits in the interbank eurodollar
market.


 


“Canadian
Parent”: a new subsidiary organized under the laws of Canada or a province
thereof, wholly owned by TTPC and LP formed after the Closing Date.


 


“Canadian
Restructuring”:  (i) the formation
of Canadian Parent; (ii) the dividend or distribution by the Borrower of
Worldspan Canada to TTPC and LP; (iii) the contribution of Worldspan Canada by
TTPC and LP to Canadian Parent; and (iv) within 30 days of the Closing Date,
the contribution of Canadian Parent to the Borrower or a Subsidiary of the
Borrower.


 


“Capital
Expenditures”:  for any period, with
respect to any Person, the aggregate of all expenditures by such Person and its
Subsidiaries for the acquisition or leasing (pursuant to a capital lease or
purchase money financing) of fixed or capital assets or additions to equipment
(including replacements, capitalized repairs and improvements during such
period) which should be capitalized under GAAP on a consolidated balance sheet
of such Person and its Subsidiaries.


 


“Capital
Lease Obligations”:  as to any
Person, the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such
Person under GAAP, and, for the purposes of this Agreement, the amount of such
obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP.


 


“Capital
Stock”:  any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants, rights or options to
purchase any of the foregoing.


 


“Cash
Equivalents”:  (a)  marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States of America or any state thereof having combined
capital and surplus of not less than $500,000,000; (c) commercial paper of an
issuer rated at least A-1 by Standard & Poor’s Ratings Services (“S&P”)
or P-1 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an
equivalent rating by a nationally recognized rating agency, if both of the two
named rating agencies cease publishing ratings of commercial paper issuers
generally, and maturing within six months from the date of acquisition; (d)
repurchase obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than
30 days with respect to securities issued or fully guaranteed or


 


5

















 


insured by the
United States government; (e) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least A by S&P or A by Moody’s; (f) securities with
maturities of six months or less from the date of acquisition backed by standby
letters of credit issued by any Lender or any commercial bank satisfying the
requirements of clause (b) of this definition; or (g) shares of money market
mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.


 


“Certified”:  when used with respect to any financial
information of any Person to be certified by any of its officers, indicates
that such information is to be accompanied by a certificate to the effect that
such financial information has been prepared in accordance with GAAP
consistently applied, subject in the case of interim financial information to
normal year-end adjustments and absence of the footnotes required by GAAP, and
presents fairly in all material respects the information contained therein as
of the dates and for the periods covered thereby.


 


“Charter”:  as
to any corporation, the corporation’s charter, as to any limited liability
company or any limited partnership, the certificate of formation of such entity
and, as to any other Person organized under any Governmental Authority, any
Governing Document of such Person filed with such Governmental Authority.


 


“Chief
Financial Officer”: of any Person means the chief financial officer or
principal accounting officer of such Person (or the president of such Person
but only if serving in the capacity of chief financial officer or principal
accounting officer of such Person).


 


“Closing
Date”:  the date on which the
conditions precedent set forth in Section 5.1 shall have been satisfied,
which date shall be not later than July 3, 2003.


 


“Code”:  the Internal Revenue Code of 1986, as
amended from time to time.


 


“Collateral”:  all Property of the Loan Parties, now owned
or hereafter acquired, upon which a Lien is purported to be created by any
Security Document, including, without limitation, the Intellectual Property
Collateral.


 


“Commitment”:  as to any Lender, the sum of the Term Loan
Commitment and the Revolving Credit Commitment of such Lender.


 


“Commitment
Fee Rate”:  1/2 of 1% per annum.


 


“Commonly
Controlled Entity”:  an entity,
whether or not incorporated, which is under common control with the Borrower
within the meaning of Section 4001 of ERISA or is part of a group that
includes the Borrower and that is treated as a single employer under
Section 414 of the Code.


 


6

















 


“Compliance
Certificate”:  a certificate duly
executed by a Responsible Officer substantially in the form of Exhibit B.


 


“Confidential
Information Memorandum”:  the
Confidential Information Memorandum dated June 2003 and furnished to the
initial Lenders.


 


“Consents
to Assignment”:  each Consent to
Assignment, substantially in the form attached hereto as Exhibit M, delivered
to the Administrative Agent pursuant to Section 5.1(t) or
Section 6.10(a).


 


“Consolidated
Current Assets”:  at any date, all
amounts (other than cash and Cash Equivalents) which would, in conformity with
GAAP, be set forth opposite the caption “total current assets” (or any like
caption) on a consolidated balance sheet of the Borrower and its Subsidiaries
at such date.


 


“Consolidated
Current Liabilities”:  at any date,
all amounts that would, in conformity with GAAP, be set forth opposite the
caption “total current liabilities” (or any like caption) on a consolidated
balance sheet of the Borrower and its Subsidiaries at such date, but excluding
(a) the current portion of any Funded Debt of the Borrower and its
Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness
consisting of Revolving Credit Loans or Swing Line Loans to the extent
otherwise included therein.


 


“Consolidated
EBITDA”:  of any Person for any
period, Consolidated Net Income of such Person and its Subsidiaries for such
period plus, without duplication and to the extent reflected as a charge
in the statement of such Consolidated Net Income for such period, the sum of
(a) income tax expense, (b) Consolidated Interest Expense of such Person
and its Subsidiaries, amortization or write-off of debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated
with Indebtedness (including, in the case of the Borrower, the Loans and
Letters of Credit), (c) depreciation and amortization expense, (d)
amortization of intangibles (including, but not limited to, goodwill) and
organization costs, (e) any extraordinary, unusual or non-recurring expenses or
losses (including, whether or not otherwise includable as a separate item in
the statement of such Consolidated Net Income for such period, losses on sales
of assets outside of the ordinary course of business), (f) any other non-cash
charges, (g) for the fiscal quarters ending December 31, 2002 and
June 30, 2003, workforce reduction charges and severance costs incurred in
such quarter and (h) expenses incurred in connection with the consummation of
the Acquisition and the Merger (including any change of control and severance
payments made to certain members of management), and minus, to the
extent included in the statement of such Consolidated Net Income for such
period, the sum of (a) interest income (except to the extent deducted in determining
Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring
income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business) and (c) any
other non-cash income, all as determined on a consolidated basis; provided
that Consolidated EBITDA for the Borrower and its Subsidiaries for the fiscal
quarters ending December 31, 2002 and March 31, 2003 shall be
conclusively deemed to equal $24,300,000  and
$35,500,000,


 


7

















 


respectively,
and Consolidated EBITDA for the Borrower and its Subsidiaries for the fiscal
quarter ending June 30, 2003 shall be calculated on a pro forma basis in
accordance with Regulation S-X of the Securities Act of 1933, including only
those adjustments that the Administrative Agent agrees are appropriate
including reductions for amounts payable to Delta or Northwest under the FASAS
and management fees payable to TTPC.


 


“Consolidated
Fixed Charge Coverage Ratio”:  for
any period, the ratio of (a) Consolidated EBITDA of the Borrower and its
Subsidiaries for such period to (b) Consolidated Fixed Charges for such period.


 


“Consolidated
Fixed Charges”:  for any period, the
sum (without duplication) of (a) Consolidated Interest Expense of the
Borrower and its Subsidiaries for such period, (b) provision for cash income
taxes made by the Borrower or any of its Subsidiaries on a consolidated basis
(or by TTPC or any other Person to the extent attributable to the income of the
Borrower and its Subsidiaries) in respect of such period, (c) scheduled
payments made during such period on account of principal of Indebtedness of the
Borrower or any of its Subsidiaries (including scheduled principal payments in
respect of the Term Loans and scheduled payments under the WSSO Software
Agreement) and (d) the aggregate amount actually paid by the Borrower and its
Subsidiaries in cash during such period on account of Capital Expenditures; provided
that, for the first three fiscal quarters subsequent to the Closing Date, for
purposes of this definition, (i) provisions for income taxes made shall be
deemed to equal the provisions made for such fiscal quarter (and, in the case
of the latter two such determinations, each previous fiscal quarter commencing
after the Closing Date) multiplied by 4, 2 and 4/3, respectively, and (ii)
scheduled payments made of principal of the Term Loans shall be deemed to equal
$2,000,000 for each of the fiscal quarters ending December 31, 2002,
March 31, 2003, June 30, 2003 and September 30, 2003.


 


“Consolidated
Interest Coverage Ratio”:  for any
period, the ratio of (a) Consolidated EBITDA of the Borrower and its
Subsidiaries for such period to (b) Consolidated Interest Expense of the
Borrower and its Subsidiaries for such period.


 


“Consolidated
Interest Expense”:  of any Person
for any period, total cash interest expense (including that attributable to
Capital Lease Obligations) of such Person and its Subsidiaries for such period
with respect to all outstanding Indebtedness of such Person and its
Subsidiaries (including, without limitation, all commissions, discounts and
other fees and charges owed by such Person with respect to letters of credit
and bankers’ acceptance financing and net costs of such Person under Hedge
Agreements in respect of interest rates to the extent such net costs are
allocable to such period in accordance with GAAP); provided that, for
first three fiscal quarters subsequent to the Closing Date, for purposes of
this definition, Consolidated Interest Expense of the Borrower and its
Subsidiaries shall be deemed to equal Consolidated Interest Expense for such
fiscal quarter (and, in the case of the latter two such determinations, each
previous fiscal quarter commencing after the Closing Date) multiplied by 4, 2
and 4/3, respectively.  When calculating
Consolidated Interest Expense of the Borrower, cash interest payable by TTPC on
the Seller Notes shall be deemed Consolidated Interest Expense of the Borrower.


 


8

















 


“Consolidated
Leverage Ratio”:  as at the last day
of any period of four consecutive fiscal quarters, the ratio of
(a) Consolidated Total Debt on such day to (b) Consolidated EBITDA of
the Borrower and its Subsidiaries for such period.


 


“Consolidated
Net Income”:  of any Person for any
period, the consolidated net income (or loss) of such Person and its
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP; provided, that in calculating Consolidated Net Income of the
Borrower and its consolidated Subsidiaries for any Period, there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of
any Person (other than a Subsidiary of the Borrower) in which the Borrower or
any of its Subsidiaries has an ownership interest, except to the extent that
any such income is actually received by the Borrower or such Subsidiary in the
form of dividends or similar distributions and (c) the undistributed earnings
of any Subsidiary of the Borrower to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary.  In addition, (x) FASA Credits provided by
the Borrower to Northwest or Delta shall reduce consolidated net income in the
period in which such credit was provided regardless of accounting treatment in
accordance with GAAP and (y) amounts distributed to TTPC to permit TTPC to pay
corporate overhead expenses, cash interest expense on the Seller Notes, income
tax expense or other expense items (or amounts paid directly by the Borrower or
any of its Subsidiaries on TTPC’s behalf for such items) shall be expenses of the
Borrower reducing Consolidated Net Income.


 


“Consolidated
Secured Bank Debt Leverage Ratio”: 
as at the last day of any period of four consecutive fiscal quarters,
the ratio of (a) Consolidated Secured Total Bank Debt on such day to
(b) Consolidated EBITDA of the Borrower and its Subsidiaries for such
period.


 


“Consolidated
Secured Leverage Ratio”:  as at the
last day of any period of four consecutive fiscal quarters, the ratio of
(a) Consolidated Secured Total Debt on such day to (b) Consolidated
EBITDA of the Borrower and its Subsidiaries for such period.


 


“Consolidated
Secured Total Bank Debt”:  at any
date, the sum of (i) the aggregate principal amount of all Term Loans then
outstanding and (ii) the aggregate principal amount of all Revolving Extensions
of Credit.


 


“Consolidated
Secured Total Debt”:  at any date,
the aggregate principal amount of all Funded Debt of the Borrower and its
Subsidiaries at such date which is secured by a Lien on any Property of the
Borrower or any of its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.


 


“Consolidated
Total Debt”:  at any date, the
aggregate principal amount of all Funded Debt of the Borrower and its
Subsidiaries at such date, determined on a consolidated basis in accordance
with GAAP.


 


9

















 


“Consolidated
Working Capital”:  at any date, the
excess of Consolidated Current Assets on such date over Consolidated Current
Liabilities on such date.


 


“Continuing
Directors”:  as to any Person, the
directors of such Person on the Closing Date, after giving effect to the
Acquisition and the other transactions contemplated hereby, and each other
director, if, in each case, such other director’s nomination for election to
the board of directors of such Person is made pursuant to the terms of the
Stockholders’ Agreement or is recommended by at least 66-2/3% of the then
Continuing Directors or such other director receives the vote of each of the
shareholders of such Person on the Closing Date in his or her election by the
shareholders of such Person.


 


“Contractual
Obligation”:  as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its Property is bound.


 


“Control
Agreement”: each Control Agreement to be executed and delivered by each
Loan Party party thereto as may be required by the Guarantee and Collateral
Agreement, as the same may be amended, supplemented, replaced or otherwise modified
from time to time in accordance with this Agreement.


 


“Control
Investment Affiliate”:  as to any
Person, any other Person that (a) directly or indirectly, is in control
of, is controlled by, or is under common control with, such Person and (b) is
organized by such Person primarily for the purpose of making equity or debt
investments in one or more companies. 
For purposes of this definition, “control” of a Person means the power,
directly or indirectly, to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.


 


“CVC”:
Citigroup Venture Capital Equity Partners, L.P.


 


“Default”:  any of the events specified in
Section 8, whether or not any requirement for the giving of notice, the
lapse of time, or both, has been satisfied.


 


“Delta”:  Delta Air Lines, Inc., a Delaware
corporation.


 


“Delta
Continuing Payment Termination”: as defined in the Delta FASA.


 


“Delta FASA”:
the Delta Founder Airline Services Agreement, dated as of the date hereof,
between Delta and the Borrower.


 


“Derivatives
Counterparty”:  as defined in
Section 7.6.


 


“Disposition”:  with respect to any Property, any sale,
lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof; and the terms “Dispose” and “Disposed of”
shall have correlative meanings.


 


10

















 


“Disqualified
Stock”:  any Capital Stock or other
ownership or profit interest of any Loan Party that any Loan Party is or, upon
the passage of time or the occurrence of any event, may become obligated to
redeem, purchase, retire, defease or otherwise make any payment in respect of
in consideration other than Capital Stock (other than Disqualified Stock, as
defined herein), in each case on or prior to the date that is one year
following the Revolving Credit Termination Date.


 


“Documentation
Agents”:  as defined in the Preamble
hereto.


 


“Dollars”
and “$”:  dollars in lawful
currency of the United States of America.


 


“Domestic
Subsidiary”:  any direct or indirect
Subsidiary of TTPC which is not an Excluded Foreign Subsidiary, including,
without limitation, any direct or indirect Subsidiary of TTPC that is (x)
incorporated or organized under the laws of a jurisdiction other than that of
the United States of America and (y) treated as a pass-through entity for
United States federal income tax purposes.


 


“ECF
Percentage”:  with respect to any
fiscal year of the Borrower, 75%; provided, that, the ECF Percentage
shall be 0% if the Term Loans have been paid in full.


 


“Environmental
Laws”:  any and all laws, rules,
orders, regulations, statutes, ordinances, legally enforceable guidelines,
codes, decrees, or other legally enforceable requirements (including, without
limitation, common law) of any international authority, foreign government, the
United States, or any state, local, municipal or other Governmental Authority,
regulating, relating to or imposing liability or standards of conduct
concerning  protection of the
environment or of human health, or employee health and safety, as has been, is
now, or may at any time hereafter be, in effect.


 


“Environmental
Permits”:  any and all permits,
licenses, approvals,  registrations,
notifications, exemptions and any other authorization required under any
Environmental Law.


 


“Equity Investors”:  the Sponsors, their Control Investment
Affiliates and directors and employees of TTPC and its Subsidiaries which are
parties to the Stockholders’ Agreement on the Closing Date.


 


“ERISA”:  the Employee Retirement Income Security Act
of 1974, as amended from time to time.


 


“Eurocurrency
Reserve Requirements”:  for any day
as applied to a Eurodollar Loan, the aggregate (without duplication) of the
maximum rates (expressed as a decimal fraction) of reserve requirements in
effect on such day (including, without limitation, basic, supplemental,
marginal and emergency reserves under any regulations of the Board or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a
member bank of the Federal Reserve System. 
Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities
and to be subject to such reserve requirements without benefit or


 


11

















 


credit for
proration, exceptions or offsets which may be available from time to time to
any Lender under Regulation D.


 


“Eurodollar
Base Rate”:  with respect to each
day during each Interest Period pertaining to a Eurodollar Loan, the rate per
annum determined on the basis of the rate for deposits in Dollars for a period
equal to such Interest Period commencing on the first day of such Interest
Period appearing on Page 3750 of the Dow Jones Telerate screen as of 11:00
A.M., London time, two Business Days prior to the beginning of such Interest
Period.  In the event that such rate
does not appear on Page 3750 of the Dow Jones Telerate screen (or otherwise on
such screen), the “Eurodollar Base Rate” for purposes of this definition
shall be determined by reference to such other comparable publicly available
service for displaying eurodollar rates as may be selected by the
Administrative Agent.


 


“Eurodollar
Loans”:  Loans the rate of interest
applicable to which is based upon the Eurodollar Rate.


 


“Eurodollar
Rate”:  with respect to each day
during each Interest Period pertaining to a Eurodollar Loan, a rate per annum
determined for such day in accordance with the following formula (rounded
upward to the nearest 1/16th of 1%):


 


	
   

  	
   

  	
  Eurodollar Base Rate

  	
   

  	
   

  
	
   

  	
  1.00 - Eurocurrency Reserve Requirements

  	
   

  



 


“Eurodollar
Tranche”:  the collective reference
to Eurodollar Loans the then current Interest Periods with respect to all of
which begin on the same date and end on the same later date (whether or not
such Loans shall originally have been made on the same day).


 


“Event of
Default”:  any of the events
specified in Section 8, provided that any requirement for the
giving of notice, the lapse of time, or both, has been satisfied.


 


“Excess
Cash Flow”:  for any fiscal year of
the Borrower, the excess, if any, of (a) the sum, without duplication, of
(i) Consolidated Net Income of the Borrower and its Subsidiaries for such
fiscal year, (ii) an amount equal to the amount of all non-cash charges
(including depreciation and amortization) deducted in arriving at such
Consolidated Net Income, (iii) decreases in Consolidated Working Capital of the
Borrower and its Subsidiaries for such fiscal year, (iv) an amount equal to the
aggregate net non-cash loss on the Disposition of Property by the Borrower and
its Subsidiaries during such fiscal year (other than sales of inventory in the
ordinary course of business), to the extent deducted in arriving at such Consolidated
Net Income and (v) the net increase during such fiscal year (if any) in
deferred tax accounts of the Borrower (accompanied by a corresponding increase
in assets) over (b) the sum, without duplication, of (i) an amount
equal to the amount of all non-cash credits included in arriving at such
Consolidated Net Income, (ii) the aggregate amount actually paid by the
Borrower and its Subsidiaries in cash during such fiscal year on account of
Capital Expenditures (excluding the principal amount of Indebtedness incurred
in connection


 


12

















 


with such
expenditures and any such expenditures financed with the proceeds of any
Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of
Revolving Credit Loans and Swing Line Loans during such fiscal year to the
extent accompanying permanent optional reductions of the Revolving Credit
Commitments and all optional prepayments of the Term Loans during such fiscal
year, (iv) the aggregate amount of all regularly scheduled principal payments
of Funded Debt (including, without limitation, the Term Loans) of the Borrower
and its Subsidiaries made during such fiscal year (other than in respect of any
revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder such that after giving effect to such
commitment reduction the Borrower or the applicable Subsidiary, as the case may
be, would not be able to reborrow all or any of the amount so prepaid), (v)
increases in Consolidated Working Capital of the Borrower and its Subsidiaries
for such fiscal year, (vi) an amount equal to the aggregate net non-cash gain
on the Disposition of Property by the Borrower and its Subsidiaries during such
fiscal year (other than sales of inventory in the ordinary course of business),
to the extent included in arriving at such Consolidated Net Income, and (vii)
the net decrease during such fiscal year (if any) in deferred tax accounts of
the Borrower (accompanied by a corresponding decrease in assets); provided
that, with respect to the calculation of Excess Cash Flow for the fiscal year
ending December 31, 2003, net decreases in Consolidated Working Capital
for such fiscal period shall not exceed $10,000,000.


 


“Excess
Cash Flow Application Date”:  as
defined in Section 2.12(c).


 


“Excluded
Equity Proceeds”:  the Net Cash Proceeds received by TTPC in
connection with an issuance of common equity interests in TTPC with gross
proceeds equal to or greater than $200,000,000 to the extent not required to be
applied as a mandatory prepayment pursuant to Section 2.12(a).


 


“Excluded
Foreign Subsidiary”:  means a direct
or indirect Subsidiary of TTPC that is (x) incorporated or organized under
the laws of a jurisdiction other than that of the United States of America and
(y) not treated as a pass-through entity for United States federal income
tax purposes.


 


“Facility”:  each of (a)  the Term Loan Commitments
and the Term Loans made thereunder (the “Term Loan Facility”), and (b)
the Revolving Credit Commitments and the extensions of credit made thereunder
(the “Revolving Credit Facility”).


 


“FASA
Credits”: the Delta FASA Credits and the Northwest FASA Credits, as defined
in the Delta FASA and the Northwest FASA, respectively.


 


“FASAS”:  collectively, the Delta FASA and the
Northwest FASA.


 


“Federal
Funds Effective Rate”:  for any day,
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for the day of such transactions


 


13

















 


received by
the Administrative Agent from three federal funds brokers of recognized
standing selected by it.


 


“Fee Letter”:  the Amended and Restated Fee Letter, dated
June 4, 2003, among TTPC, the Sponsors, the Agents and the Arrangers, as
the same may be amended, supplemented, replaced or otherwise modified from time
to time in accordance with this Agreement.


 


“FQ1”,
“FQ2”, “FQ3”, and “FQ4”: when used with a numerical year
designation, means the first, second, third or fourth fiscal quarters, respectively,
of such fiscal year of the Borrower (e.g., FQ1 2003 means the first fiscal
quarter of the Borrower’s 2003 fiscal year, which ends March 31, 2003).


 


“Fulton
County Bonds”:  the Taxable
Industrial Development Revenue Bond (Worldspan, L.P. Project), Series 2001,
dated as of December 28, 2001, purchased by the Borrower from the
Development Authority of Fulton County pursuant to the Bond Purchase Loan
Agreement, dated as of December 1, 2001, by and between the Borrower and
the Development Authority of Fulton County, and guaranteed by the Borrower
pursuant to the Bond Guaranty Agreement, dated as of December 1, 2001,
from the Borrower, as guarantor, to the Borrower and its successors, as
purchasers.


 


“Funded
Debt”:  as to any Person, all
Indebtedness of such Person of the types described in clauses (a) through (f)
of the definition of “Indebtedness” in this Section; it being understood that
the Fulton County Bonds do not constitute Funded Debt.


 


“Funding
Office”:  the office specified from
time to time by the Administrative Agent as its funding office by notice to the
Borrower and the Lenders.


 


“GAAP”:  generally accepted accounting principles in
the United States of America as in effect from time to time, except that for
purposes of Section 7.1, GAAP shall be determined on the basis of such
principles in effect on the date hereof and consistent with those used in the
preparation of the most recent audited financial statements delivered pursuant
to Section 4.1(b).


 


“Governing
Documents”:  collectively, as to any
Person, the articles or certificate of incorporation and bylaws, any
shareholders’ agreement, certificate of formation, limited liability company
agreement, partnership agreement or other formation or constituent documents of
such Person.


 


“Governmental
Authority”:  any nation or
government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.


 


“Guarantee
and Collateral Agreement”:  the
Guarantee and Collateral Agreement to be executed and delivered by TTPC, LP,
the Borrower and each Subsidiary Guarantor, substantially in the form of
Exhibit A, as the same may be amended, supplemented, replaced or otherwise
modified from time to time in accordance with this Agreement.


 


14

















 


“Guarantee
Obligation”:  as to any Person (the
“guaranteeing person”), any obligation of (a) the guaranteeing
person or (b) another Person (including, without limitation, any bank
under any letter of credit) to induce the creation of which the guaranteeing
person has issued a reimbursement, counterindemnity or similar obligation, in
either case guaranteeing or in effect guaranteeing any Indebtedness, leases,
dividends or other obligations (the “primary obligations”) of any other
third Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of the guaranteeing
person, whether or not contingent, (i) to purchase any such primary obligation
or any Property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary
obligation or (2) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase Property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv)
otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Guarantee Obligation
is made and (b) the maximum amount for which such guaranteeing person may be
liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which
such guaranteeing person may be liable are not stated or determinable, in which
case the amount of such Guarantee Obligation shall be such guaranteeing
person’s maximum reasonably anticipated liability in respect thereof as
determined by the Borrower in good faith.


 


“Guarantors”:  the collective reference to TTPC, LP and the
Subsidiary Guarantors.


 


“Hedge
Agreements”:  all interest rate
swaps, caps or collar agreements or similar arrangements entered into by the
Borrower or any of its Subsidiaries providing for protection against
fluctuations in interest rates or currency exchange rates or the exchange of
nominal interest obligations, either generally or under specific contingencies.


 


“Immaterial
Subsidiary”:  each of the
Subsidiaries listed on Schedule 1.1(a) on the Closing Date and any
additional Subsidiary designated as such in writing to the Administrative
Agent, subject to the provisions of Section 6.14.


 


“Indebtedness”:  of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price of
Property or services (other than trade payables incurred in the ordinary course
of such Person’s business which are not overdue by more than 270 days),
(c) all obligations of such Person evidenced by notes, bonds, debentures
or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
Property acquired by such Person (even


 


15

















 


though the
rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such Property), (e) all
Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f)
obligations under the WSSO Software Agreement, (g) all obligations of such
Person, contingent or otherwise, as an account party under acceptance, letter
of credit or similar facilities, (h) all obligations of such Person, contingent
or otherwise, to purchase, redeem, retire or otherwise acquire for value any
Capital Stock of such Person, (i) all Guarantee Obligations of such Person in
respect of obligations of the kind referred to in clauses (a) through (h) above;
(j) all obligations of the kind referred to in clauses (a) through (i) above
secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any Lien on Property (including,
without limitation, accounts and contract rights) owned by such Person, whether
or not such Person has assumed or become liable for the payment of such
obligation, (k) for the purposes of Section 8(e) only, all obligations of
such Person in respect of Hedge Agreements and (l) the liquidation value of any
Disqualified Stock of such Person or its Subsidiaries held by any Person other
than such Person and its Wholly Owned Subsidiaries.


 


“Indemnified
Liabilities”:  as defined in
Section 10.5.


 


“Indemnitee”:  as defined in Section 10.5.


 


“Insolvency”:  with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245
of ERISA.


 


“Insolvent”:  pertaining to a condition of Insolvency.


 


“Intellectual
Property”:  all present and future
(a) patents, patent applications, inventions, and other industrial property
rights, (b) copyrights, mask work rights, and other rights associated with
works of authorship, (c) trademarks, service marks, trade names, trade dress
and other source identifiers, (d) trade secret rights, know-how, proprietary
techniques, methodologies and processes, and (e) other forms of intellectual or
industrial property rights and proprietary rights of any kind or nature,
including, without limitation, licenses (under which the applicable Person is
licensor or licensee), in each case under the laws of any jurisdiction in the
world, including rights under and with respect to all applications,
registrations, extensions, renewals, continuations, combinations, divisions,
and reissues of the foregoing, and all rights to sue at law or in equity for
any infringement, misappropriation, dilution or other violation thereof,
including the right to receive all proceeds and damages therefrom.


 


“Intellectual
Property Collateral”:  all Intellectual
Property of the Loan Parties, now owned or hereafter acquired, upon which a
Lien is purported to be created by the Intellectual Property Security Agreement
or the Guarantee and Collateral Agreement.


 


“Intellectual
Property Security Agreements”:  all
Intellectual Property Security Agreements to be executed and delivered by the
Loan Parties, each substantially in the form of Exhibit C to the Guarantee and
Collateral Agreement, as the same may be


 


16

















 


amended,
supplemented, replaced or otherwise modified from time to time in accordance
with this Agreement.


 


“Interest
Payment Date”  (a) as to any
Base Rate Loan, the last day of each March, June, September and
December to occur while such Loan is outstanding and the final maturity
date of such Loan, (b) as to any Eurodollar Loan having an Interest Period
of three months or less, the last day of such Interest Period, (c) as to
any Eurodollar Loan having an Interest Period longer than three months, each
day which is three months, or a whole multiple thereof, after the first day of
such Interest Period and the last day of such Interest Period and (d) as to any
Loan (other than any Revolving Credit Loan that is a Base Rate Loan (unless all
Revolving Credit Loans are being repaid in full in immediately available funds
and the Revolving Credit Commitments terminated) and any Swing Line Loan), the
date of any repayment or prepayment made in respect thereof.


 


“Interest
Period”:  as to any Eurodollar Loan,
(a) initially, the period commencing on the borrowing or conversion date,
as the case may be, with respect to such Eurodollar Loan and ending one, two,
three or six months thereafter, as selected by the Borrower in its Notice of
Borrowing or notice of conversion, as the case may be, given with respect
thereto; and (b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one,
two, three or six months thereafter, as selected by the Borrower by irrevocable
notice to the Administrative Agent not less than three Business Days prior to
the last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:


 


(i)                                     if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month in which event such Interest Period shall end on the
immediately preceding Business Day;


 


(ii)                                  any
Interest Period that would otherwise extend beyond the Scheduled Revolving
Credit Termination Date or beyond the date final payment is due on the Term
Loans shall end on the Revolving Credit Termination Date or such due date, as
applicable;


 


(iii)                               any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month; and


 


(iv)                              the
Borrower shall select Interest Periods so as not to require a payment or
prepayment of any Eurodollar Loan during an Interest Period for such Loan.


 


“Investments”:  as defined in Section 7.8.


 


17

















 


“Issuing
Lender”:  in its capacity as issuer
of any Letter of Credit, a bank to be chosen by the Borrower and the
Administrative Agent.


 


“Kansas
City Property”:  the real property
owned by the Borrower located in the Southeast Quarter of Section 23,
Township 52N, Range 34W, of the 5th Principal Meridian, in Kansas
City, Platte County, Missouri.


 


“L/C
Commitment”:  $15,000,000.


 


“L/C Fee
Payment Date”:  the last day of each
March, June, September and December and the last day of the Revolving
Credit Commitment Period.


 


“L/C
Obligations”:  at any time, an
amount equal to the sum of (a) the aggregate then undrawn and unexpired
amount of the then outstanding Letters of Credit and (b) the aggregate amount
of drawings under Letters of Credit that have not then been reimbursed pursuant
to Section 3.5.


 


“L/C
Participants”:  the collective
reference to all the Revolving Credit Lenders other than the Issuing Lender.


 


“Lehman
Entity”: any of Lehman Commercial Paper Inc. or any of its affiliates
(including, without limitation, Syndicated Loan Funding Trust).


 


“Lender
Addendum”:  with respect to any
initial Lender, a Lender Addendum, substantially in the form of Exhibit I,
to be executed and delivered by such Lender on the Closing Date as provided in
Section 10.18.


 


“Lenders”:  as defined in the preamble hereto and
includes the Issuing Lender.


 


“Letters of
Credit”:  as defined in
Section 3.1(a).


 


“Lien”:  any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement and
any capital lease having substantially the same economic effect as any of the
foregoing).


 


“Loan”:  any loan made by any Lender pursuant to this
Agreement.


 


“Loan Documents”:  this Agreement, the Security Documents, the
Applications and the Notes.


 


“Loan
Parties”:  TTPC, LP, the Borrower
and each Subsidiary of TTPC which is a party to a Loan Document except the
Subordinated Intercompany Note (including pursuant to Section 6.10).


 


“LP”:  as defined in the preamble.


 


18

















 


“Majority
Facility Lenders”:  with respect to
any Facility, the holders of more than 50% of the aggregate unpaid principal
amount of the Term Loans or the Total Revolving Extensions of Credit, as the
case may be, outstanding under such Facility (or, in the case of the Revolving
Credit Facility, prior to any termination of the Revolving Credit Commitments,
the holders of more than 50% of the Total Revolving Credit Commitments).


 


“Majority
Revolving Credit Facility Lenders”: 
the Majority Facility Lenders in respect of the Revolving Credit
Facility.


 


“Management
Investment”: Capital Stock of TTPC purchased from the Sponsors to be sold
to the senior management of the Borrower and its Subsidiaries, in an aggregate
amount not to exceed $1,300,000.


 


“Material
Adverse Effect”:  a material adverse
effect on or affecting (a)  the Acquisition occurring on or prior to the
Closing Date, (b) the financial condition, business, results of
operations, liabilities, management or prospects of the Loan Parties taken as a
whole, (c) the validity or enforceability of this Agreement or any of the
other Loan Documents, (d) the validity, enforceability or priority of the Liens
purported to be created by the Security Documents, or (e) or the rights or
remedies of any Secured Party hereunder or under any of the other Loan
Documents.


 


“Materials
of Environmental Concern”:  any
gasoline or petroleum (including crude oil or any fraction thereof) or
petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation,
asbestos, pollutants, contaminants, radioactivity, and any other substances or
forces defined as hazardous or toxic under any Environmental Law, or that are
regulated pursuant to or could give rise to liability under any Environmental
Law.


 


“Mortgages”:  any and all mortgages, deeds of trust and/or
deeds to secure debt made by any Loan Party in favor of, or for the benefit of,
the Administrative Agent for the benefit of the Secured Parties in a form as
may be reasonably agreed to by the Administrative Agent and the Loan Parties
party thereto, as the same may be amended, supplemented, replaced or otherwise
modified from time to time in accordance with this Agreement.


 


“Multiemployer
Plan”:  a Plan that is a
multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.


 


“Net Cash
Proceeds”:  (a) in connection
with any Asset Sale or any Recovery Event, the proceeds thereof in the form of
cash and Cash Equivalents (including any such proceeds received by way of
deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but only as and when
received) of such Asset Sale or Recovery Event, net of reasonable and customary
attorneys’ fees, accountants’ fees, investment banking fees, amounts required
to be applied to the repayment of Indebtedness secured by a Lien expressly
permitted hereunder on any asset which is the subject of such Asset Sale or
Recovery Event (other than any Lien pursuant to a Security Document) and other
reasonable and customary fees


 


19

















 


and expenses,
in each case, to the extent actually incurred in connection therewith and net
of taxes paid or reasonably estimated to be payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements) and (b) in connection with any issuance or sale of equity
securities or debt securities or instruments or the incurrence of loans, the
cash proceeds received from such issuance or incurrence, net of reasonable and
customary attorneys’ fees, investment banking fees, accountants’ fees,
underwriting discounts and commissions and other reasonable and customary fees
and expenses, in each case, to the extent actually incurred in connection
therewith.


 


“NewCRS”:  NewCRS Limited, Inc., a Delaware
corporation.


 


“Non-Excluded
Taxes”:  as defined in
Section 2.20(a).


 


“Non-Recourse
Indebtedness”:  Indebtedness as to
which neither TTPC nor any of its Subsidiaries:  (1)(a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness or the
pledge of any collateral), (b) is directly or indirectly liable as a guarantor
or otherwise, or (c) constitutes the lender; 
(2) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against a Subsidiary of the
obligor thereon) would permit upon notice, lapse of time or both any holder of
any other Indebtedness (other than the Indebtedness incurred hereunder) of TTPC
or any of its Subsidiaries to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its stated
maturity; and (3) as to which the lenders thereof have been notified in writing
that they will not have any recourse to the stock or assets of the TTPC or any
of its Subsidiaries.


 


“Non-U.S.
Lender”:  as defined in
Section 2.20(f).


 


“Northwest”:
 Northwest Airlines, Inc., a Minnesota
corporation.


 


“Northwest
Continuing Payment Termination”: as defined in the Northwest FASA.


 


“Northwest
FASA”:  the Northwest Founder
Airline Services Agreement, dated as of the date hereof, between Northwest and
the Borrower.


 


“Notes”:  the collective reference to the Revolving
Credit Notes, the Term Notes and the Swing Line Notes, if any, evidencing
Loans.


 


“Notice of
Borrowing”:  a certificate duly
executed by a Responsible Officer of the Borrower substantially in the form of
Exhibit L.


 


“NWA”:
NWA Inc., a Delaware corporation.


 


“Obligations”:  the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
Loans and Reimbursement Obligations and interest accruing after the filing of
any petition in bankruptcy, or the


 


20

















 


commencement
of any insolvency, reorganization or like proceeding, relating to any Loan
Party, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) the Loans and all other obligations and liabilities
of the Loan Parties to the Arrangers, to any Agent or to any Lender (or, in the
case of Specified Hedge Agreements, any affiliate of any Lender), whether direct
or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge
Agreement or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without limitation,
all fees, charges and disbursements of counsel to the Arrangers, to any Agent
or to any Lender that are required to be paid by any Loan Party pursuant hereto
or to any other Loan Document) or otherwise; provided, that
(i) Obligations of the Borrower or any other Loan Party under any
Specified Hedge Agreement shall be secured and guaranteed pursuant to the
Security Documents only to the extent that, and for so long as, the other
Obligations are so secured and guaranteed and (ii) any release of Collateral or
Guarantors effected in the manner permitted by this Agreement shall not require
the consent of holders of obligations under Specified Hedge Agreements.


 


“Online
Provider Agreements”: (i) the Amended and Restated Agreement for CRS Access
and Related Services, dated as of November 1, 2001, by and between Orbitz,
LLC and the Borrower, (ii) the Subscriber Entity Agreement, dated as of
October 1, 2001, by and between priceline.com Incorporated and the
Borrower, (iii) the CRS Marketing, Services and Development Agreement, dated as
of December 15, 1995, by and between Expedia, Inc. (successor-in-interest
to Microsoft Corporation) and the Borrower, and (iv) the Technology Services
Agreement, dated as of October 30, 2002, by and between Hotwire, Inc. and
the Borrower, in each case, as amended, restated, supplemented or otherwise
modified on or prior to the date hereof.


 


“Other
Taxes”:  any and all present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.


 


“Participant”:  as defined in Section 10.6(b).


 


“Payment
Amount”:  as defined in
Section 3.5.


 


“Payment
Office”:  the office of the
Administrative Agent specified in Section 10.2 or as otherwise specified
from time to time by the Administrative Agent as its payment office by notice
to the Borrower and the Lenders.


 


“PBGC”:  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA (or any successor).


 


“Permits”:  the collective reference to (i)
Environmental Permits, and (ii) any and all other franchises, licenses, leases,
permits, approvals, notifications, certifications,


 


21

















 


registrations,
authorizations, exemptions, qualifications, easements, rights of way, Liens and
other rights, privileges and approvals required under any Requirement of Law.


 


“Permitted
Investors”:  the collective
reference to the Sponsors and their Control Investment Affiliates.


 


“Permitted
Liens”:  the collective reference to
(i) in the case of Collateral other than Pledged Stock, Liens permitted by
Section 7.3 and (ii) in the case of Collateral consisting of Pledged
Stock, non-consensual Liens permitted by Section 7.3 to the extent arising
by operation of law.


 


“Person”:  an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.


 


“Plan”:  at a particular time, any employee benefit
plan that is covered by ERISA and which the Borrower or any Commonly Controlled
Entity maintains, administers, contributes to or is required to contribute to
or under which the Borrower or any Commonly Controlled Entity could incur any
liability.


 


“Pledged
Stock”:  as defined in the Guarantee
and Collateral Agreement.


 


“Prepayment
Option Notice”:  a notice
substantially in the form of Exhibit G.


 


“Pricing
Grid”:  the pricing grid attached
hereto as Annex A.


 


“Pro Forma
Balance Sheet”:  as defined in
Section 4.1(a).


 


“Projections”:  as defined in Section 6.2(c).


 


“Property”:  any right or interest in or to property of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.


 


“Purchase
Agreement”: the Purchase Agreement, dated June 24, 2003, among the
Borrower and certain of its Subsidiaries, on the one hand, and Lehman Brothers
Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P.
Morgan Securities Inc., on the other hand.


 


“Real
Estate”:  All Real Property held or
used by the Borrower or its Subsidiaries, which the Borrower or the relevant
Subsidiary owns in fee or in which it holds a leasehold interest as a tenant,
all of which is more particularly identified in Schedule 4.24.


 


“Recovery
Event”:  any settlement of or
payment in respect of any property or casualty insurance claim or any
condemnation proceeding relating to any asset of any Loan Party or any of its
Subsidiaries.


 


22

















 


“Refunded
Swing Line Loans”:  as defined in
Section 2.7(b).


 


“Refunding
Date”:  as defined in
Section 2.7(c).


 


“Register”:  as defined in Section 10.6(d).


 


“Registration
Rights Agreement”:  the Registration
Rights Agreement, dated June 30, 2003, between the Borrower and certain of
its Subsidiaries, on the one hand, and Lehman Brothers Inc., Deutsche Bank
Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
on the other hand.


 


“Regulation
D”:  Regulation D of the Board as in
effect from time to time (and any successor to all or a portion thereof).


 


“Regulation
T”:  Regulation T of the Board as in
effect from time to time (and any successor to all or a portion thereof).


 


“Regulation
U”:  Regulation U of the Board as in
effect from time to time (and any successor to all or a portion thereof).


 


“Regulation
X”:  Regulation X of the Board as in
effect from time to time (and any successor to all or a portion thereof).


 


“Reimbursement
Obligation”:  the obligation of the
Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for
amounts drawn under Letters of Credit.


 


“Reinvestment
Deferred Amount”:  with respect to
any Reinvestment Event, the aggregate Net Cash Proceeds received by TTPC, LP,
the Borrower or any of its Subsidiaries in connection therewith that are not
applied to prepay the Term Loans or reduce the Revolving Credit Commitments
pursuant to Section 2.12(b) as a result of the delivery of a Reinvestment
Notice.


 


“Reinvestment
Event”:  any Asset Sale or Recovery
Event in respect of which the Borrower has delivered a Reinvestment Notice.


 


“Reinvestment
Notice”:  a written notice executed
by a Responsible Officer of TTPC or the Borrower stating that no Default or
Event of Default has occurred and is continuing and that the Borrower (directly
or indirectly through a Wholly Owned Subsidiary to the extent otherwise
permitted hereunder) intends and expects to use all or a specified portion of
the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets
useful in its or such Subsidiary’s business.


 


“Reinvestment
Prepayment Amount”:  with respect to
any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less
any amount expended prior to the relevant Reinvestment Prepayment Date to
acquire assets useful in the Borrower’s business.


 


23

















 


“Reinvestment
Prepayment Date”:  with respect to
any Reinvestment Event, the earlier of (a) the date occurring 180 days  after such Reinvestment Event and (b) the
date on which the Borrower shall have determined not to, or shall have
otherwise ceased to, acquire assets useful in the Borrower’s or the applicable
Subsidiary’s business with all or any portion of the relevant Reinvestment
Deferred Amount.


 


“Reorganization”:  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.


 


“Reportable
Event”:  any of the events set forth
in Section 4043(c) of ERISA, other than those events as to which the
thirty day notice period is waived under subsections .27, .28, .29, .30, .31,
..32, .34 or .35 of PBGC Reg. Section 4043.


 


“Required
Lenders”:  at any time, the holders
of more than 50% of (a) until the Closing Date, the Commitments and (b)
thereafter, the sum of (i) the aggregate unpaid principal amount of the Term
Loans then outstanding and (ii) the Total Revolving Credit Commitments then in
effect or, if the Revolving Credit Commitments have been terminated, the Total
Revolving Extensions of Credit then outstanding.


 


“Required
Prepayment Lenders”:  the Majority
Facility Lenders in respect of each Facility.


 


“Requirement
of Law”:  as to any Person, the Governing
Documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its Property or
to which such Person or any of its Property is subject.


 


“Responsible
Officer”:  as to any Person, the
chief executive officer, president or chief financial officer of such Person,
but in any event, with respect to financial matters, the chief financial
officer of such Person.  Unless
otherwise qualified, all references to a “Responsible Officer” shall refer to a
Responsible Officer of the Borrower.


 


“Restricted
Payments”:  as defined in
Section 7.6.


 


“Revolving
Credit Commitment”:  as to any
Lender, the obligation of such Lender, if any, to make Revolving Credit Loans
and/or participate in Swing Line Loans and Letters of Credit, in an aggregate
principal and/or face amount not to exceed the amount set forth under the
heading “Revolving Credit Commitment” opposite such Lender’s name on
Schedule 1 to the Lender Addendum delivered by such Lender, or, as the
case may be, in the Assignment and Acceptance pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to
the terms hereof.


 


“Revolving
Credit Commitment Period”:  the
period from and including the Closing Date to the Revolving Credit Termination
Date.


 


“Revolving
Credit Lender”:  each Lender that
has a Revolving Credit Commitment or that is the holder of Revolving Credit
Loans.


 


24

















 


“Revolving
Credit Loans”:  as defined in
Section 2.4.


 


“Revolving
Credit Notes”:  as defined in
Section 2.8(e).


 


“Revolving
Credit Percentage”: as to any Revolving Credit Lender at any time, the
percentage which such Lender’s Revolving Credit Commitment then constitutes of
the Total Revolving Credit Commitments (or, at any time after the Revolving
Credit Commitments shall have expired or terminated, the percentage which the
aggregate principal and/or face amount of such Lender’s Revolving Credit
Extensions of Credit then outstanding constitutes of the aggregate principal
and/or face amount of the Total Revolving Extensions of Credit then
outstanding).


 


“Revolving
Credit Termination Date”: 
June 30, 2007.


 


“Revolving
Extensions of Credit”:  as to any
Revolving Credit Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Revolving Credit Loans made by such Lender
then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C
Obligations then outstanding and (c) such Lender’s Revolving Credit Percentage
of the aggregate principal amount of Swing Line Loans then outstanding.


 


“SEC”:  the Securities and Exchange Commission (or
successors thereto or an analogous Governmental Authority).


 


“Secured
Parties”:  collectively, the
Arrangers, the Agents, the Lenders and, with respect to any Specified Hedge
Agreement, any affiliate of any Lender party thereto (or any Person that was a
Lender or an affiliate thereof when such Specified Hedge Agreement was entered
into) that has agreed to be bound by the provisions of Section 7.2 of the
Guarantee and Collateral Agreement as if it were a party thereto and by the
provisions of Section 9 hereof as if it were a Lender party hereto.


 


“Security
Documents”:  the collective
reference to the Guarantee and Collateral Agreement, the Intellectual Property
Security Agreements, the Control Agreements, the Mortgages and all other pledge
and security documents hereafter delivered to the Administrative Agent granting
a Lien on any Property of any Person to secure the obligations and liabilities
of any Loan Party under any Loan Document.


 


“Seller
Note Documentation”:  the Seller
Notes, together with any other instruments and agreements entered into by TTPC
and Delta or TTPC and American, as the case may be, in connection therewith, as
the same may be amended, supplemented, replaced or otherwise modified from time
to time in accordance with this Agreement.


 


“Seller
Notes”:  (i) the unsecured subordinated
promissory note, dated as of the date hereof, made by TTPC in favor of American
in the principal amount of $39,000,000, and (ii) the unsecured subordinated
promissory note, dated as of the date hereof, made by TTPC in favor of Delta in
the principal amount of $45,000,000, in each case as the same may be amended,
supplemented, replaced or otherwise modified from time to time in accordance
with this Agreement.


 


25

















 


“Sellers”:  Delta, NWA, American and NewCRS.


 


“Senior
Note Documentation”: the Senior Note Indenture, the Purchase Agreement and
the Registration Rights Agreement, together with any other instruments and
agreements entered into by the Borrower or its Subsidiaries in connection
therewith, as the same may be amended, supplemented, replaced or otherwise
modified from time to time in accordance with this Agreement.


 


“Senior
Note Indenture”:  the Indenture,
dated as of June 30, 2003, entered into by the Borrower and certain of its
Subsidiaries in connection with the issuance of the Senior Notes, as the same
may be amended, supplemented, replaced or otherwise modified from time to time
in accordance with this Agreement.


 


“Senior
Notes”:  the senior notes of the
Borrower due 2011 issued from time to time pursuant to the Senior Note
Indenture.


 


“Single
Employer Plan”:  any Plan that is
covered by Title IV of ERISA, but which is not a Multiemployer Plan.


 


“Solvency
Certificate”:  the Solvency
Certificate to be executed and delivered by the chief financial officer of each
Loan Party, substantially in the form of Exhibit J, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with this Agreement.


 


“Solvent”:  when used with respect to any Person, as of
any date of determination, (a) the amount of the “present fair saleable
value” of the assets of such Person will, as of such date, exceed the amount of
all “liabilities of such Person, contingent or otherwise”, as of such date, as
such quoted terms are determined in accordance with applicable federal and
state laws governing determinations of the insolvency of debtors, (b) the
present fair saleable value of the assets of such Person will, as of such date,
be greater than the amount that will be required to pay the liability of such
Person on its debts as such debts become absolute and matured, (c) such Person
will not have, as of such date, an unreasonably small amount of capital with
which to conduct its business, (d) such Person will be able to pay its debts as
they mature, and (e) such Person is not insolvent within the meaning of any
applicable Requirements of Law.  For
purposes of this definition, (i) “debt” means liability on a “claim”, and (ii)
“claim” means any (x) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed,
secured or unsecured.


 


“Specified
Change of Control”:  a “change of
control” or similar event (howsoever defined) as defined in the Senior Note
Indenture.


 


26

















 


“Specified
Hedge Agreement”:  any Hedge
Agreement (a) entered into by (i) the Borrower or any of its
Subsidiaries and (ii) any Lender or any affiliate thereof, or any Person that
was a Lender or an affiliate thereof when such Hedge Agreement was entered into
as counterparty and (b) which has been designated by such Lender and the
Borrower, by notice to the Administrative Agent not later than 90 days after
the execution and delivery thereof by the Borrower or such Subsidiary, as a
Specified Hedge Agreement; provided that the designation of any Hedge
Agreement as a Specified Hedge Agreement shall not create in favor of any
Lender or affiliate thereof that is a party thereto any rights in connection
with the management or release of any Collateral or of the obligations of any
Guarantor under the Guarantee and Collateral Agreement.


 


“Sponsors”:  CVC and Ontario Teachers’ Pension Plan
Board.


 


“Stockholders’
Agreement” : the Stockholders’ Agreement, dated as of June 30, 2003,
among TTPC and its stockholders, as the same may be amended, supplemented,
replaced or otherwise modified from time to time in accordance with this
Agreement.


 


“Subordinated
Intercompany Note”:  the Subordinated
Intercompany Note to be executed and delivered by TTPC, LP, the Borrower and
each of its Subsidiaries, substantially in the form of Exhibit K, as the
same may be amended, supplemented, replaced or otherwise modified from time to
time in accordance with this Agreement.


 


“Subsidiary”:  as to any Person, a corporation,
partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references
to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower.


 


“Subsidiary
Guarantor”:  each Subsidiary of TTPC
other than (i) any Excluded Foreign Subsidiary and (ii) any Immaterial
Subsidiary that is (x) incorporated or organized under the laws of a
jurisdiction other than the United States of America and (y) treated as a pass-through
entity for United States federal income tax purposes.


 


“Subordination
Agreements”:  (i) the Subordination
Agreement, dated as of the date hereof, among Delta, the Borrower and TTPC for
the benefit of the Agents, the Lenders, the holders of the Senior Notes and the
trustee with respect thereto, and (ii) the Subordination Agreement, dated as of
the date hereof, among Northwest, the Borrower and TTPC for the benefit of the
Agents, the Lenders, the holders of the Senior Notes and the trustee with respect
thereto, in each case as the same may be amended, supplemented, replaced or
otherwise modified from time to time in accordance with this Agreement.


 


27

















 


“Swing Line
Commitment”:  the obligation of the Swing
Line Lender to make Swing Line Loans pursuant to Section 2.6 in an
aggregate principal amount at any one time outstanding not to exceed
$5,000,000.


 


“Swing Line
Lender”:  Lehman Commercial Paper
Inc., in its capacity as the lender of Swing Line Loans.


 


“Swing Line
Loans”:  as defined in
Section 2.6.


 


“Swing Line
Notes”:  as defined in
Section 2.8(d).


 


“Swing Line
Participation Amount”:  as defined
in Section 2.7(c).


 


“Syndication
Agent”:  as defined in the preamble
hereto.


 


“Synthetic
Lease Obligations”:  all monetary
obligations of a Person under (a) a so-called synthetic, off-balance sheet
or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations which do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the Indebtedness of such Person (without regard to accounting
treatment).


 


“Tax Amount”:
for any period, the combined federal, state and local income taxes (including
estimated taxes) that would be payable by the Borrower if it were a Delaware
corporation filing separate tax returns with respect to its taxable income for
such period; provided, however, that in determining the
Tax Amount, the effect thereon of any net operating loss carryforwards or other
carryforwards of tax attributes, such as alternative minimum tax carryforwards,
that would have arisen if the Borrower were a Delaware corporation shall be
taken into account; provided, further,
that (i) the Tax Amount for any period shall not exceed the total net amount of
the relevant (estimated or final, as the case may be) tax liability that TTPC
actually owes to the appropriate taxing authority at such time (taking into
account, among other things, any net deductions, credits or offsets of TTPC),
(ii) if there is an adjustment in the amount of the Taxable Income for any
period, an appropriate positive or negative adjustment shall be made in the Tax
Amount, (iii) if the Tax Amount is negative (for example, as a result of a reduction
in Taxable Amount upon filing of an amended return or a tax audit, or if the
aggregate Tax Amounts paid for estimated tax for the relevant period exceed the
final tax due for such periods), then the Tax Amount for succeeding periods
shall be reduced to take into account such negative amount until such negative
amount is reduced to zero, and (iv) any Tax Amount other than amount relating
to estimated taxes shall be computed by a nationally recognized accounting
firm.


 


“Term Loan”:  as defined in Section 2.1.


 


“Term Loan
Commitment”:  as to any Term Loan
Lender, the obligation of such Lender, if any, to make a Term Loan to the
Borrower hereunder in a principal amount not to exceed the amount set forth
under the heading “Term Loan Commitment” opposite such Lender’s name on
Schedule 1 to the Lender Addendum delivered by such Lender,


 


28

















 


or, as the
case may be, in the Assignment and Acceptance pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to
the terms hereof; provided that the original aggregate amount of the
Term Loan Commitments is $125,000,000.


 


“Term Loan
Lender”:  each Lender that has a
Term Loan Commitment or which is the holder of a Term Loan.


 


“Term Loan
Percentage”:  as to any Term Loan
Lender at any time, the percentage which such Lender’s Term Loan Commitment
then constitutes of the aggregate Term Loan Commitments (or, at any time after
the Closing Date, the percentage which the aggregate principal amount of such
Lender’s Term Loans then outstanding constitutes of the aggregate principal
amount of the Term Loans then outstanding).


 


“Term Notes”:  as defined in Section 2.8(e).


 


“Total
Revolving Credit Commitments”:  at
any time, the aggregate amount of the Revolving Credit Commitments then in
effect; provided that the amount of the Total Revolving Credit
Commitments on the Closing Date shall be $50,000,000.


 


“Total
Revolving Extensions of Credit”:  at
any time, the aggregate amount of the Revolving Extensions of Credit of the
Revolving Credit Lenders outstanding at such time.


 


“Transferee”:  as defined in Section 10.15.


 


“TTPC”:
as defined in the preamble.


 


“Type”:  as to any Loan, its nature as a Base Rate
Loan or a Eurodollar Loan.


 


“UCC”:  the Uniform Commercial Code, as in effect
from time to time in any jurisdiction.


 


“Wholly
Owned Subsidiary Guarantor”:  any
Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.


 


“Wholly
Owned Subsidiary”:  as to any
Person, any other Person all of the Capital Stock of which (other than
directors’ qualifying shares required by law) is owned by such Person directly
and/or through other Wholly Owned Subsidiaries.


 


“Worldspan
Canada”:  Worldspan International,
Inc., an Ontario corporation.


 


“WS
Financing”:  WS Financing Corp., a
Delaware corporation.


 


“WSSO
Software Agreement”:  the IBM
Webserver Software Special Option Software Agreement, dated as of
October 5, 2003, among International Business Machines Corporation, IBM
Credit Corporation and the Borrower, as the same may be


 


29

















 


amended,
supplemented, replaced or otherwise modified from time to time in accordance
with this Agreement.


 


1.2                                 Other Definitional Provisions.  (a) 
Unless otherwise specified therein, all terms defined in this Agreement
shall have the defined meanings when used in the other Loan Documents or any
certificate or other document made or delivered pursuant hereto or thereto.


 


(b)                                 As used herein and in the other Loan
Documents, and any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms relating to any Loan Party and its
Subsidiaries not defined in Section 1.1 and accounting terms partly
defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.


 


(c)                                  The words “hereof,” “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.


 


(d)                                 The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.


 


(e)                                  The expressions “payment in full,”
“paid in full” and any other similar terms or phrases when used herein with
respect to the Obligations shall mean the indefeasible payment in full, in
immediately available funds, of all of the Obligations.


 


(f)                                    The words “including” and “includes”
and words of similar import when used in this Agreement shall not be limiting
and shall mean “including without limitation” or “includes without limitation”,
as the case may be.


 


SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS


 


2.1                                 Term Loan Commitments.  Subject to the terms and conditions hereof,
each Term Loan Lender severally agrees to make a term loan (a “Term Loan”)
to the Borrower on the Closing Date in an amount not to exceed the amount of
the Term Loan Commitment of such Lender. 
The Term Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent
in accordance with Sections 2.2 and 2.13.


 


2.2                                 Procedure for Term Loan Borrowing.  The Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative
Agent prior to 10:00 A.M., New York City time, one Business Day prior to the
anticipated Closing Date) requesting that the Term Loan Lenders make the Term
Loans on the Closing Date and specifying the amount to be borrowed.  The Term Loans made on the Closing Date
shall initially be Base Rate Loans. 
Upon receipt of such notice the Administrative Agent shall promptly
notify each Term Loan Lender thereof. 
Not later than 12:00 Noon, New York City time, on the Closing Date each
Term Loan Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the Term Loan
or Term Loans to be made by such Lender. 
The Administrative Agent shall make available to


 


30

















 


the Borrower the aggregate of
the amounts made available to the Administrative Agent by the Term Loan Lenders
in like funds.


 


2.3                                 Repayment of Term Loans.  The Term Loan of each Term Loan Lender shall
mature in 15 consecutive quarterly installments, commencing on
December 31, 2003, each of which shall be in an amount equal to such
Lender’s Term Loan Percentage multiplied by the amount set forth below opposite
such installment (which amount shall be reduced as the result of the
application of prepayments in accordance with the order of priority set forth
in Section 2.18):


 


	
  Installment

  	
   

  	
  Principal
  Amount

  	
   

  
	
  December 31, 2003

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  March 31, 2004

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  June 30, 2004

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  September 30, 2004

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  December 31, 2004

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  March 31, 2005

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  June 30, 2005

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  September 30, 2005

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  6,250,000

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  45,000,000

  	
   

  



 


; provided, however, that the
final principal installment shall be in an amount equal to the Term Loans
outstanding at such date.


 


2.4                                 Revolving Credit Commitments.  (a) Subject to the terms and conditions
hereof, each Revolving Credit Lender severally agrees to make revolving credit
loans (“Revolving Credit Loans”) to the Borrower from time to time
during the Revolving Credit Commitment Period in an aggregate principal amount
at any one time outstanding which, when added to such Lender’s Revolving Credit
Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the
aggregate principal amount of the Swing Line Loans then outstanding, does not
exceed the amount of such Lender’s Revolving Credit Commitment.  During the Revolving Credit Commitment
Period the Borrower may use the Revolving Credit Commitments by borrowing,
prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.  The Revolving Credit Loans may from time to time be Eurodollar
Loans or Base Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.5 and 2.13, provided
that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day
that is one month prior to the Revolving Credit Termination Date.


 


31

















 


(b)                                 The Borrower shall repay all
outstanding Revolving Credit Loans on the Revolving Credit Termination Date.


 


2.5                                 Procedure for Revolving Credit
Borrowing.  The Borrower may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Borrower shall
give the Administrative Agent irrevocable notice in a Notice of Borrowing
(which Notice of Borrowing must be received by the Administrative Agent prior
to 12:00 Noon, New York City time, (a) three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business
Day prior to the requested Borrowing Date, in the case of Base Rate Loans),
specifying (i) the amount and Type of Revolving Credit Loans to be borrowed,
(ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans,
the length of the initial Interest Period therefor.  Any Revolving Credit Loans made on the Closing Date shall
initially be Base Rate Loans.  Each
borrowing under the Revolving Credit Commitments shall be in an amount equal to
(x) in the case of Base Rate Loans, $1,000,000 or a whole multiple in excess
thereof (or, if the then aggregate Available Revolving Credit Commitments are
less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $5,000,000 or a $1,000,000 whole multiple in excess thereof; provided,
that the Swing Line Lender may request, on behalf of the Borrower, borrowings
under the Revolving Credit Commitments which are Base Rate Loans in other
amounts pursuant to Section 2.7. 
Upon receipt of any such Notice of Borrowing from the Borrower, the
Administrative Agent shall promptly notify each Revolving Credit Lender thereof.  Each Revolving Credit Lender will make the
amount of its pro  rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the Funding Office
prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the
Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available
to the Borrower by the Administrative Agent in like funds as received by the
Administrative Agent.


 


2.6                                 Swing Line Commitment.  (a) 
Subject to the terms and conditions hereof, the Swing Line Lender agrees
to make a portion of the credit otherwise available to the Borrower under the
Revolving Credit Commitments from time to time during the Revolving Credit
Commitment Period by making swing line loans (“Swing Line Loans”) to the
Borrower; provided that (i) the aggregate principal amount of Swing Line
Loans outstanding at any time shall not exceed the Swing Line Commitment then
in effect (notwithstanding that the Swing Line Loans outstanding at any time,
when aggregated with the Swing Line Lender’s other outstanding Revolving Credit
Loans hereunder, may exceed the Swing Line Commitment then in effect) and (ii)
the Borrower shall not request, and the Swing Line Lender shall not make, any
Swing Line Loan if, after giving effect to the making of such Swing Line Loan,
the aggregate amount of the Available Revolving Credit Commitments would be
less than zero.  During the Revolving
Credit Commitment Period, the Borrower may use the Swing Line Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof.  Swing Line Loans
shall be Base Rate Loans only.


 


(b)                                 The Borrower shall repay all
outstanding Swing Line Loans on the Revolving Credit Termination Date.


 


2.7                                 Procedure for Swing Line Borrowing;
Refunding of Swing Line Loans. 
(a)  Whenever the Borrower
desires that the Swing Line Lender make Swing Line Loans it shall


 


32

















 


give the Swing Line Lender
irrevocable telephonic notice confirmed promptly in writing (which telephonic
notice must be received by the Swing Line Lender not later than 1:00 P.M., New
York City time, on the proposed Borrowing Date), specifying (i) the amount to
be borrowed and (ii) the requested Borrowing Date (which shall be a Business
Day during the Revolving Credit Commitment Period).  Each borrowing under the Swing Line Commitment shall be in an
amount equal to $500,000 or a $100,000 multiple in excess thereof.  Not later than 3:00 P.M., New York City
time, on the Borrowing Date specified in a notice in respect of Swing Line
Loans, the Swing Line Lender shall make available to the Administrative Agent
at the Funding Office an amount in immediately available funds equal to the
amount of the Swing Line Loan to be made by the Swing Line Lender.  The Administrative Agent shall make the
proceeds of such Swing Line Loan available to the Borrower on such Borrowing
Date in immediately available funds.


 


(b)                                 The Swing Line Lender, at any time
and from time to time in its sole and absolute discretion may, on behalf of the
Borrower (which hereby irrevocably directs the Swing Line Lender to act on its
behalf), on one Business Day’s notice given by the Swing Line Lender no later
than 12:00 Noon, New York City time, request each Revolving Credit Lender to
make, and each Revolving Credit Lender hereby agrees to make, a Revolving
Credit Loan, in an amount equal to such Revolving Credit Lender’s Revolving
Credit Percentage of the aggregate amount of the Swing Line Loans (the “Refunded
Swing Line Loans”) outstanding on the date of such notice, to repay the
Swing Line Lender.  Each Revolving
Credit Lender shall make the amount of such Revolving Credit Loan available to
the Administrative Agent at the Funding Office in immediately available funds,
not later than 10:00 A.M., New York City time, one Business Day after the date
of such notice.  The proceeds of such
Revolving Credit Loans shall be immediately made available by the
Administrative Agent to the Swing Line Lender for application by the Swing Line
Lender to the repayment of the Refunded Swing Line Loans.  The Borrower irrevocably authorizes the
Swing Line Lender to charge the Borrower’s accounts with the Administrative
Agent (up to the amount available in each such account) in order to immediately
pay the amount of such Refunded Swing Line Loans to the extent amounts received
from the Revolving Credit Lenders are not sufficient to repay in full such
Refunded Swing Line Loans.


 


(c)                                  If prior to the time a Revolving
Credit Loan would have otherwise been made pursuant to Section 2.7(b), one
of the events described in Section 8(f) shall have occurred and be
continuing with respect to the Borrower or if for any other reason, as
determined by the Swing Line Lender in its sole discretion, Revolving Credit
Loans may not be made as contemplated by Section 2.7(b), each Revolving
Credit Lender shall, on the date such Revolving Credit Loan was to have been
made pursuant to the notice referred to in Section 2.7(b) (the “Refunding
Date”), purchase for cash an undivided participating interest in the then
outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the
“Swing Line Participation Amount”) equal to (i) such Revolving Credit
Lender’s Revolving Credit Percentage times (ii) the sum of the aggregate
principal amount of Swing Line Loans then outstanding which were to have been
repaid with such Revolving Credit Loans.


 


(d)                                 Whenever, at any time after the
Swing Line Lender has received from any Revolving Credit Lender such Lender’s
Swing Line Participation Amount, the Swing Line Lender receives any payment on
account of the Swing Line Loans, the Swing Line Lender will distribute to such
Revolving Credit Lender its Swing Line Participation Amount (appropriately


 


33

















 


adjusted, in the case of
interest payments, to reflect the period of time during which such Revolving
Credit Lender’s participating interest was outstanding and funded and, in the
case of principal and interest payments, to reflect such Revolving Credit
Lender’s pro  rata portion of such payment if such payment is not
sufficient to pay the principal of and interest on all Swing Line Loans then
due); provided, however, that in the event that such payment
received by the Swing Line Lender is required to be returned, such Revolving
Credit Lender will return to the Swing Line Lender any portion thereof
previously distributed to it by the Swing Line Lender.


 


(e)                                  Each Revolving Credit Lender’s
obligation to make the Loans referred to in Section 2.7(b) and to purchase
participating interests pursuant to Section 2.7(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any setoff, counterclaim, recoupment, defense or other right
which such Revolving Credit Lender or the Borrower may have against the Swing
Line Lender, the Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or
the failure to satisfy any of the other conditions specified in Section 5;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrower; (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.


 


2.8                                 Repayment of Loans; Evidence of
Indebtedness.  (a)  The Borrower hereby unconditionally promises
to pay to the Administrative Agent for the account of the appropriate Revolving
Credit Lender or Term Loan Lender, as the case may be, (i) the then unpaid
principal amount of each Revolving Credit Loan of such Revolving Credit Lender
on the Revolving Credit Termination Date (or such earlier date on which the
Loans become due and payable pursuant to Section 8), (ii) the then unpaid
principal amount of each Swing Line Loan of such Swing Line Lender on the
Revolving Credit Termination Date (or such earlier date on which the Loans
become due and payable pursuant to Section 8) and (iii) the principal
amount of each Term Loan of such Term Loan Lender in installments according to
the amortization schedule set forth in Section 2.3 (or on such earlier
date on which the Loans become due and payable pursuant to Section 8).  The Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in Section 2.15.


 


(b)                                 Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Borrower to such Lender resulting from each Loan of such
Lender from time to time, including the amounts of principal and interest payable
and paid to such Lender from time to time under this Agreement.


 


(c)                                  The Administrative Agent, on behalf
of the Borrower, shall maintain the Register pursuant to Section 10.6(d),
and a subaccount therein for each Lender, in which shall be recorded (i) the
amount of each Loan made hereunder and any Note evidencing such Loan, the Type
thereof and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender’s share
thereof.  At the request of any Lender,
at any time after an amendment, modification or waiver has been circulated by
the Administrative Agent


 


34

















 


(but prior to the effectiveness
of such amendment, modification or waiver), the Administrative Agent will
provide such Lender with a list of the names of all the Lenders.


 


(d)                                 The entries made in the Register and
the accounts of each Lender maintained pursuant to Section 2.8(b) shall,
to the extent permitted by applicable law, be prima  facie
evidence of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to such
Borrower by such Lender in accordance with the terms of this Agreement.


 


(e)                                  The Borrower agrees that, upon the
request to the Administrative Agent by any Lender, the Borrower will execute
and deliver to such Lender a promissory note of the Borrower evidencing any
Term Loans, Revolving Credit Loans or Swing Line Loans, as the case may be, of
such Lender, substantially in the forms of Exhibit F-1, F-2 or F-3,
respectively, with appropriate insertions as to date and principal amount (such
notes, respectively, “Term Notes”, Revolving Credit Notes” and “Swing
Line Notes”).


 


2.9                                 Commitment Fees, etc.  (a) 
The Borrower agrees to pay to the Administrative Agent for the account
of each Revolving Credit Lender a commitment fee for the period from and including
the Closing Date to the last day of the Revolving Credit Commitment Period,
computed at the Commitment Fee Rate on the average daily amount of the
Available Revolving Credit Commitment of such Lender during the period for
which payment is made, payable quarterly in arrears on the last day of each
March, June, September and December and on the Revolving Credit
Termination Date, commencing on the first of such dates to occur after the date
hereof.


 


(b)                                 The Borrower agrees to pay to the
Administrative Agent the fees in the amounts and on the dates from time to time
agreed to in writing by the Borrower and the Administrative Agent including,
without limitation, pursuant to the Fee Letter.


 


2.10                           Termination or Reduction of
Revolving Credit Commitments.  The Borrower shall have the right, upon not less than three
Business Days’ notice to the Administrative Agent, to terminate the Revolving
Credit Commitments or, from time to time, to reduce the amount of the Revolving
Credit Commitments; provided that no such termination or reduction of
Revolving Credit Commitments shall be permitted if, after giving effect thereto
and to any prepayments of the Revolving Credit Loans and Swing Line Loans made
on the effective date thereof, the Total Revolving Extensions of Credit would
exceed the Total Revolving Credit Commitments. 
Any such reduction shall be in an amount equal to $1,000,000, or a whole
multiple thereof, and shall reduce permanently the Revolving Credit Commitments
then in effect.


 


2.11                           Optional Prepayments.  The Borrower may at any time and from time
to time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent at least three
Business Days prior thereto in the case of Eurodollar Loans and at least one
Business Day prior thereto in the case of Base Rate Loans, which notice shall
(i) designate whether the Borrower is prepaying Revolving Credit Loans
and/or Term Loans and (ii) specify the date and amount of prepayment and
whether the


 


35

















 


prepayment is of Eurodollar
Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid
on any day other than the last day of the Interest Period applicable thereto,
the Borrower shall also pay any amounts owing pursuant to
Section 2.21.  Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.  If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with (except in the case of Revolving Credit Loans
(unless all Revolving Credit Loans are being repaid and the Revolving Credit
Commitments terminated)  that are Base Rate Loans and Swing Line
Loans) accrued interest to such date on the amount prepaid.  Partial prepayments of Term Loans and
Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000
or a whole multiple in excess thereof. 
Partial prepayments of Swing Line Loans shall be in an aggregate principal
amount of $100,000 or a whole multiple in excess thereof.


 


2.12                           Mandatory Prepayments and Commitment Reductions.  (a) 
Unless the Required Prepayment Lenders shall otherwise agree, subject to
Section 2.18(d), if any Capital Stock shall be issued (excluding (i)
Capital Stock issued to employees of TTPC or its Subsidiaries so long as the
aggregate amount of net cash proceeds therefrom does not exceed $5,000,000,
(ii) Capital Stock (consisting of treasury stock that was purchased by TTPC
from the Sponsors) sold to senior management of TTPC as part of the Management
Investment and (iii) Capital Stock (consisting of treasury stock that was
purchased from senior management or employees) sold to other senior management
or employees), or Indebtedness incurred, by any Loan Party or any of its
Subsidiaries (excluding any Indebtedness incurred in accordance with Sections
7.2(a)-(h), (j) and (k) as in effect on the date of this Agreement), an amount
equal to, in the case of the issuance of Capital Stock, 50% of the Net Cash
Proceeds thereof, or, in the case of the incurrence of Indebtedness, 100% of
the Net Cash Proceeds thereof shall be applied on the date of such issuance or
incurrence toward the prepayment of the Term Loans and the reduction of the
Revolving Credit Commitments as set forth in Section 2.12(d).


 


(b)                                 Unless the Required Prepayment
Lenders shall otherwise agree, subject to Section 2.18(d), if on any date
any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from
any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be
delivered in respect thereof, such Net Cash Proceeds shall be applied on such
date toward the prepayment of the Term Loans and the reduction of the Revolving
Credit Commitments as set forth in Section 2.12(d); provided, that,
notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of
Recovery Events that may be excluded from the foregoing requirement pursuant to
a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year of the Borrower
and (ii) on each Reinvestment Prepayment Date, an amount equal to the
Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event
shall be applied toward the prepayment of the Term Loans and the reduction of
the Revolving Credit Commitments as set forth in Section 2.12(d).


 


(c)                                  Unless the Required Prepayment
Lenders shall otherwise agree, subject to Section 2.18(d), if, for any
fiscal year of the Borrower commencing with the fiscal year ending
December 31, 2003 (for the period from the Closing Date to
December 31, 2003), there shall be Excess Cash Flow, the Borrower shall on
the relevant Excess Cash Flow Application Date, apply the ECF Percentage of
such Excess Cash Flow toward the prepayment of the Term Loans and the reduction
of the Revolving Credit Commitments as set forth in Section 2.12(d).  Each such prepayment and commitment
reduction shall be made on a date (an “Excess Cash Flow


 


36

















 


Application
Date”) no later than five days after the earlier of
(i) the date on which the financial statements of the Borrower referred to in
Section 6.1(a), for the fiscal year with respect to which such prepayment
is made, are required to be delivered to the Lenders and (ii) the date such financial
statements are actually delivered.


 


(d)                                 Subject to Section 2.18,
amounts to be applied in connection with prepayments and Commitment reductions
made pursuant to this Section 2.12 shall be applied, first, to the
prepayment of the Term Loans, second, to reduce permanently the
Revolving Credit Commitments and, third, to the Borrower or such other
Person as shall be lawfully entitled thereto. 
Any such reduction of the Revolving Credit Commitments shall be
accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans
to the extent, if any, that the Total Revolving Extensions of Credit exceed the
amount of the Total Revolving Credit Commitments as so reduced, provided
that if the aggregate principal amount of Revolving Credit Loans and Swing Line
Loans then outstanding is less than the amount of the Total Revolving Credit
Commitments as so reduced (because L/C Obligations constitute a portion
thereof), the Borrower shall, to the extent of the balance of such excess,
replace outstanding Letters of Credit and/or deposit an amount in immediately
available funds in a cash collateral account established with the
Administrative Agent for the benefit of the Secured Parties on terms and
conditions satisfactory to the Administrative Agent (and each of TTPC, LP and
the Borrower hereby grants to the Administrative Agent, for the ratable benefit
of the Secured Parties, a continuing security interest in all amounts at any
time on deposit in such cash collateral account to secure all L/C Obligations
from time to time outstanding and all other Obligations).  If at any time the Administrative Agent
determines that any funds held in such cash collateral account are subject to
any right or claim of any Person other than the Administrative Agent and the
Secured Parties or that the total amount of such funds is less than the amount
of such excess, the Borrower shall, forthwith upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited and
held in such cash collateral account, an amount equal to the excess of (a) the
amount of such excess over (b) the total amount of funds, if any, then held in
such cash collateral account that the Administrative Agent determines to be
free and clear of any such right and claim. 
The application of any prepayment pursuant to Section 2.11 and this
Section 2.12 shall be made, first, to Base Rate Loans and, second,
to Eurodollar Loans; provided that if no Default or Event of Default has
occurred and is continuing and solely on terms and conditions acceptable to the
Administrative Agent, the Borrower shall be entitled to temporarily place any
amounts payable pursuant to this Section 2.12 in a cash collateral account
to minimize the amount of any payments required to be made by the Borrower pursuant
to Section 2.21.  Each prepayment
of the Loans under Section 2.11 and this Section 2.12 (except in the
case of Revolving Credit Loans (unless the Revolving Credit Loans are being
repaid in full and the Revolving Credit Commitments terminated) that are Base
Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to
the date of such prepayment to the applicable Lender on the amount prepaid.


 


2.13                           Conversion and Continuation Options.  (a) 
The Borrower may elect from time to time to convert Eurodollar Loans to
Base Rate Loans by giving the Administrative Agent at least two Business Days’
prior irrevocable notice of such election, provided that any such
conversion of Eurodollar Loans may only be made on the last day of an Interest
Period with respect thereto.  The
Borrower may elect from time to time to convert Base Rate Loans to Eurodollar
Loans by giving the Administrative Agent at least three Business Days’ prior


 


37

















 


irrevocable notice of such
election (which notice shall specify the length of the initial Interest Period
therefor), provided that no Base Rate Loan under a particular Facility
may be converted into a Eurodollar Loan (i) when any Event of Default has
occurred and is continuing and the Administrative Agent or the Majority
Facility Lenders in respect of such Facility have determined in its or their
sole discretion not to permit such conversions or (ii) after the date that is
one month prior to the final scheduled termination or maturity date of such
Facility.  Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender
thereof.


 


(b)                                 Any Eurodollar Loan may be continued
as such upon the expiration of the then current Interest Period with respect
thereto by the Borrower giving irrevocable notice to the Administrative Agent,
in accordance with the applicable provisions of the term “Interest Period” set
forth in Section 1.1, of the length of the next Interest Period to be
applicable to such Loans, provided that no Eurodollar Loan under a
particular Facility may be continued as such (i) when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Facility Lenders in respect of such Facility have determined in its or their
sole discretion not to permit such continuations or (ii) after the date that is
one month prior to the final scheduled termination or maturity date of such
Facility, and provided, further, that if the Borrower shall fail
to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans
shall be automatically converted to Base Rate Loans on the last day of such
then expiring Interest Period.  Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.


 


2.14                           Minimum Amounts and Maximum Number of Eurodollar
Tranches.  Notwithstanding anything
to the contrary in this Agreement, all borrowings, conversions, continuations
and optional prepayments of Eurodollar Loans hereunder and all selections of
Interest Periods hereunder shall be in such amounts and be made pursuant to
such elections so that, (a) after giving effect thereto, the aggregate
principal amount of the Eurodollar Loans comprising each Eurodollar Tranche
shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at
any one time.


 


2.15                           Interest Rates and Payment Dates.  (a) 
Each Eurodollar Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin.


 


(b)                                 Each Base Rate Loan shall bear
interest at a rate per annum equal to the Base Rate plus the Applicable Margin.


 


(c)                                  (i)  If all or a portion
of the principal amount of any Loan or Reimbursement Obligation shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
all outstanding Loans and Reimbursement Obligations (whether or not overdue)
shall bear interest at a rate per annum that is equal to (x) in the case of the
Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this Section plus 2.0% or (y) in the case
of Reimbursement Obligations, the rate applicable to Base Rate Loans under the
Revolving Credit Facility plus 2.0%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any commitment fee
or other


 


38

















 


amount payable hereunder shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal
to the rate then applicable to Base Rate Loans under the relevant Facility plus
2.0% (or, in the case of any such other amounts that do not relate to a
particular Facility, the rate then applicable to Base Rate Loans under the
Revolving Credit Facility plus 2.0%), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount
is paid in full (after as well as before judgment).


 


(d)                                 Interest shall be payable in arrears
on each Interest Payment Date, provided that interest accruing pursuant
to paragraph (c) of this Section shall be payable from time to time on
demand.


 


2.16                           Computation of Interest and Fees.  (a) 
Interest, fees and commissions payable pursuant hereto shall be
calculated on the basis of a 360-day year for the actual days elapsed, except
that, with respect to Base Rate Loans the rate of interest on which is
calculated on the basis of the Prime Rate, the interest thereon shall be
calculated on the basis of a 365-day year for the actual days elapsed.  The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate.  Any change in the
interest rate on a Loan resulting from a change in the Base Rate or the
Eurocurrency Reserve Requirements shall become effective as of the opening of
business on the day on which such change becomes effective.  The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of the effective date
and the amount of each such change in interest rate.


 


(b)                                 Each determination of an interest
rate by the Administrative Agent pursuant to any provision of this Agreement
shall be conclusive and binding on the Borrower and the Lenders in the absence
of manifest error.  The Administrative
Agent shall, at the request of the Borrower, deliver to the Borrower a
statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.15(a).


 


2.17                           Inability to Determine Interest Rate.  If prior to the first day of any Interest
Period:


 


(a)                                  the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or


 


(b)                                 the Administrative Agent shall have
received notice from the Majority Facility Lenders in respect of the relevant
Facility that the Eurodollar Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(as conclusively certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period,


 


the
Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar
Loans under the relevant Facility requested to be made on the first day of such
Interest Period


 


39

















 


shall be made
as Base Rate Loans, (y) any Loans under the relevant Facility that were to
have been converted on the first day of such Interest Period to Eurodollar
Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar
Loans under the relevant Facility shall be converted, on the last day of the
then current Interest Period with respect thereto, to Base Rate Loans.  Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans under the relevant Facility
shall be made or continued as such, nor shall the Borrower have the right to
convert Loans under the relevant Facility to Eurodollar Loans.


 


2.18                           Pro Rata Treatment and Payments.  (a)  Each
borrowing by the Borrower from the Lenders hereunder, each payment by the
Borrower on account of any commitment fee and any reduction of the Commitments
of the Lenders shall be made pro  rata according to the respective
Term Loan Percentages or Revolving Credit Percentages, as the case may be, of
the relevant Lenders.  Subject to
Section 2.18(c), each payment (other than prepayments)  in respect of principal or
interest in respect of the Loans, and each payment in respect of fees or
expenses payable hereunder shall be applied to the amounts of such obligations
owing to the Lenders pro  rata according to the respective amounts
then due and owing to the Lenders.  The
application of any prepayment pursuant to this Section 2.18 shall be made,
first, to Base Rate Loans and, second, to Eurodollar Loans.


 


(b)                                 Each payment (including each
prepayment) of the Term Loans outstanding, except prepayments made with the
proceeds of an issuance of Capital Stock required by Section 2.12(a),
shall be allocated among the Term Loan Lenders holding such Term Loans pro
rata based on the principal amount of such Term Loans held by such Term
Loan Lenders, and shall be applied to the installments of such Term Loans pro
rata based on the remaining outstanding principal amount of such
installments.  Each prepayment of Term
Loans required by Section 2.12(a) to be made with the proceeds of Capital
Stock shall be allocated among the Term Loan Lenders holding such Term Loans pro
rata based upon the principal amount of such Term Loans held by such
Term Loan Lenders and shall be applied to the installments of such Term Loans
in the inverse order of the scheduled maturities of such installments.  Amounts prepaid on account of the Term Loans
may not be reborrowed.


 


(c)                                  Each payment (including each
prepayment) by the Borrower on account of principal of and interest on the
Revolving Credit Loans shall be made pro  rata according to the
respective outstanding principal amounts of the Revolving Credit Loans then
held by the Revolving Credit Lenders.  Each payment in respect of Reimbursement Obligations in connection
with any Letter of Credit shall be made to the Issuing Lender.


 


(d)                                 Notwithstanding anything to the
contrary in Section 2.12 or this Section 2.18, so long as any Term
Loans are outstanding, each Term Loan Lender may, at its option, decline up to
100% of the portion of any mandatory prepayment applicable to the Term Loans of
such Lender; accordingly, with respect to the amount of any mandatory
prepayment described in Section 2.12 that is allocated to Term Loans (such
amount, the “Prepayment Amount”), the Borrower will, (i) in the case of
any optional prepayment which the Borrower wishes to make, not later than 10
Business Days prior to the date on which the Borrower wishes to make such
optional prepayment, and (ii) in the case of any mandatory prepayment required
to be made pursuant to Section 2.12, in lieu of applying such amount to
the prepayment of Term Loans, as provided in Sections 2.12(d) and 2.18(b), on
the date specified in Section 2.12 for such


 


40

















 


prepayment, (x) deposit
such amount in a cash collateral account opened by the Administrative Agent
pending application of such amount in accordance with this
Section 2.18(d), and (y) give the Administrative Agent telephonic notice
(promptly confirmed in writing) requesting that the Administrative Agent
prepare and provide to each Term Loan Lender a Prepayment Option Notice,
substantially in the form of Exhibit G hereto. 
As promptly as practicable after receiving such notice from the
Borrower, the Administrative Agent will send to each Term Loan Lender a
Prepayment Option Notice, which shall specify that prepayment of the relevant
Term Loans of such Lender will be made on the date (each a “Prepayment Date”)
that is 10 Business Days after the date of the Prepayment Option Notice, in an
amount equal to the portion of the Prepayment Amount indicated in such Lender’s
Prepayment Option Notice as being applicable to such Lender’s Term Loans unless
such Term Loan Lender elects to decline such prepayment.  On the Prepayment Date, (i) the
Administrative Agent shall apply from the amount deposited in the cash
collateral account pursuant to this Section 2.18(d) the aggregate amount
necessary to prepay that portion of the outstanding relevant Term Loans in
respect of which the Term Loan Lenders have accepted prepayment as described
below, and (ii) the Administrative Agent shall pay to the Borrower from
the amount deposited in such cash collateral account the remaining portion of
the Prepayment Amount not accepted by the Term Loan Lenders.  Each of TTPC, LP and the Borrower hereby
grants to the Administrative Agent, for the ratable benefit of the Secured
Parties, a continuing security interest in all amounts at any time on deposit
in such cash collateral account to secure all Obligations from time to time
outstanding.  Each Term Loan Lender
shall evidence its election to decline up to 100% of that portion of the
Prepayment Amount indicated in such Lender’s Prepayment Option Notice as a
prepayment on such Lender’s Term Loans by written confirmation as specified in
such Prepayment Option Notice; failure to provide such written confirmation
shall be deemed to be an election to accept all of such portion of the Prepayment
Amount.


 


(e)                                  All payments (including prepayments)
to be made by the Borrower hereunder, whether on account of principal,
interest, fees or otherwise, shall be made without setoff or counterclaim and
shall be made prior to 12:00 Noon, New York City time, on the due date thereof
to the Administrative Agent, for the account of the Lenders, at the Payment
Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute
such payments to the Lenders promptly upon receipt in like funds as
received.  If any payment hereunder
(other than payments on the Eurodollar Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next
succeeding Business Day.  If any payment
on a Eurodollar Loan becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day
unless the result of such extension would be to extend such payment into
another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.  In
the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate
during such extension.


 


(f)                                    Unless the Administrative Agent
shall have been notified in writing by any Lender prior to a borrowing that
such Lender will not make the amount that would constitute its share of such
borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative
Agent, and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent
by the


 


41

















 


required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender
with respect to any amounts owing under this paragraph shall be conclusive in
the absence of manifest error.  If such
Lender’s share of such borrowing is not made available to the Administrative
Agent by such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with
interest thereon at the rate per annum applicable to Base Rate Loans under the
relevant Facility, on demand, from the Borrower.


 


(g)                                 Subject to Section 2.18(d),
unless the Administrative Agent shall have been notified in writing by the
Borrower prior to the date of any payment being made hereunder that the
Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro  rata
shares of a corresponding amount.  If
such payment is not made to the Administrative Agent by the Borrower within
three Business Days of such required date, the Administrative Agent shall be
entitled to recover, on demand, from each Lender to which any amount which was
made available pursuant to the preceding sentence, such amount with interest
thereon at the rate per annum equal to the daily average Federal Funds
Effective Rate.  Nothing herein shall be
deemed to limit the rights of the Administrative Agent or any Lender against
the Borrower.


 


2.19                           Requirements of Law.  (a) 
If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:


 


(i)                                     shall subject any Lender to any tax
of any kind whatsoever with respect to this Agreement, any Letter of Credit,
any Application or any Eurodollar Loan made by it, or change the basis of
taxation of payments to such Lender in respect thereof (except for Non-Excluded
Taxes covered by Section 2.20 and changes in the rate of tax on the
overall net income of such Lender);


 


(ii)                                  shall impose, modify or hold
applicable any reserve, special deposit, compulsory loan or similar requirement
against assets held by, deposits or other liabilities in or for the account of,
advances, loans or other extensions of credit by, or any other acquisition of
funds by, any office of such Lender that is not otherwise included in the
determination of the Eurodollar Rate hereunder; or


 


(iii)                               shall impose on such Lender any
other condition;


 


and the result
of any of the foregoing is to increase the cost to such Lender, by an amount
which such Lender deems to be material, of making, converting into, continuing
or maintaining Eurodollar Loans or issuing or participating in Letters of
Credit, or to reduce any amount receivable hereunder in respect thereof, then,
in any such case, the Borrower shall promptly pay


 


42

















 


such Lender,
upon its demand, any additional amounts necessary to compensate such Lender on
an after-tax basis for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any
additional amounts pursuant to this Section, it shall promptly notify the
Borrower (with a copy to the Administrative Agent) of the event by reason of
which it has become so entitled.


 


(b)                                 If any Lender shall have determined
that the adoption of or any change in any Requirement of Law regarding capital
adequacy or in the interpretation or application thereof or compliance by such
Lender or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the effect
of reducing the rate of return on such Lender’s or such corporation’s capital
as a consequence of its obligations hereunder or under or in respect of any
Letter of Credit to a level below that which such Lender or such corporation
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, after submission by such Lender to the Borrower (with a copy to
the Administrative Agent) of a written request therefor, the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
on an after-tax basis  for such
reduction.


 


(c)                                  A certificate as to any additional
amounts payable pursuant to this Section submitted by any Lender to the
Borrower setting forth the calculation thereof in reasonable detail (with a
copy to the Administrative Agent) shall be conclusive in the absence of
manifest error.  The obligations of the
Borrower pursuant to this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(d)                                 No Lender shall be entitled to
compensation under this Section 2.19 for any costs incurred or reductions
suffered with respect to any date that it has such costs unless it shall have
notified the Borrower that it will demand compensation for such costs or
reductions under paragraph (a) or (b) above, as applicable, not more than 180
days after the later of (i) such date, (ii) the date on which it shall have
become aware of such costs or reductions and (iii) the date on which any
relevant Requirement of Law shall be effective.


 


2.20                           Taxes.  (a)  All payments made by or on behalf of  the Borrower under this Agreement or any
other Loan Document shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on any Arranger, any Agent or any Lender
as a result of a present or former connection between such Arranger, such Agent
or such Lender and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from such Arranger’s, such Agent’s or such
Lender’s having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded
Taxes”) are required to be withheld from any amounts payable to any
Arranger, any Agent or any Lender hereunder or any other Loan Document, the
amounts so


 


43

















 


payable to such Arranger, such
Agent or such Lender shall be increased to the extent necessary to yield to
such Arranger, such Agent or such Lender (after payment of all Non-Excluded
Taxes) interest or any such other amounts that would have been received
hereunder had such withholding not been required; provided, however,
that the Borrower or a Guarantor shall not be required to increase any such
amounts payable to any Arranger, any Agent or any Lender with respect to any
Non-Excluded Taxes (i) that are attributable to such Arranger’s, such Agent’s
or such Lender’s failure to comply with the requirements of paragraph (f) or
(g) of this Section, or (ii) in the case of any Non-U.S. Lender (as defined in
paragraph (f) of this Section), that are United States withholding taxes
imposed on amounts payable to such Lender at the time such Lender becomes a
party to this Agreement, except to the extent that such Lender’s assignor (if
any) was entitled, at the time of assignment, to receive additional amounts
from the Borrower or a Guarantor with respect to such Non-Excluded Taxes
pursuant to this Section 2.20(a).


 


(b)                                 The Borrower shall pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable Requirements
of Law.


 


(c)                                  The Borrower shall indemnify each
Arranger, each Agent and any Lender for the full amount of Non-Excluded Taxes
(to the extent the Borrower would be required to pay additional amounts with
respect to such Non-Excluded Taxes pursuant to Section 2.20(a)) or Other
Taxes arising in connection with payments made under this Agreement (including,
without limitation, any Non-Excluded Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.20) paid by such Arranger,
such Agent or Lender or any of their respective Affiliates and any liability
(including penalties, additions to tax interest and expenses) arising therefrom
or with respect thereto.  Payment under
this indemnification shall be made within ten days from the date any Arranger,
any Agent or any Lender or any of their respective Affiliates makes written
demand therefor.


 


(d)                                 Whenever any Non-Excluded Taxes or
Other Taxes are payable by the Borrower, as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for the account of the relevant
Arranger or the relevant Agent or Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof.


 


(e)                                  The agreements in this Section 2.20
shall survive the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.


 


(f)                                    Each Lender (or Transferee) that is
not a citizen or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under the laws of the
United States of America (or any jurisdiction thereof), or any estate or trust
that is subject to federal income taxation regardless of the source of its
income (a “Non-U.S. Lender”) shall deliver to the Borrower and the
Administrative Agent (and, in the case of a Participant, to the Lender from
which the related participation shall have been purchased) two copies of either
U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a
Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest,” a statement substantially in the form of Exhibit H
to the effect that such Lender is eligible for a complete exemption from
withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a
Form W-8BEN, or any subsequent versions thereof or successors thereto properly
completed and duly executed by such Non-U.S.


 


44

















 


Lender claiming complete
exemption from, or a reduced rate of, U.S. federal withholding tax on all
payments by the Borrower under this Agreement and the other Loan
Documents.  Such forms shall be
delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation).  In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered
by such Non-U.S. Lender.  Each Non-U.S.
Lender shall promptly notify the Borrower at any time it determines that it is
no longer in a position to provide any previously delivered certificate to the
Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). 
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender
shall not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.


 


(g)                                 A Lender that is entitled to an
exemption from or reduction of non-U.S. withholding tax under the law of the
jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payment under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the
reasonable request of the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender
is legally entitled to complete, execute and deliver such documentation and in
such Lender’s reasonable judgment such completion, execution or submission
would not materially prejudice the legal position of such Lender.


 


(h)                                 To the extent that any Lender
becomes aware in its sole determination that it shall be entitled to a refund
in respect of any Non-Excluded Taxes or Other Taxes as to which it has been
indemnified under this Section 2.20 or with respect to which any sum
payable hereunder has been increased and paid by any Borrower under this
Section 2.20, the applicable Lender shall promptly notify the Borrower of
the availability of such refund and shall, within 30 days after receipt of a
request by the Borrower, apply for such refund if it can do so without any
adverse consequences for such Lender. 
Within 30 days following receipt of any such refund by a Lender, the
Lender shall repay the amount of such refund to the Borrower, plus all interest
received with respect thereto, net of all out-of-pocket expenses incurred by
such Lender in securing such refund.


 


2.21                           Indemnity. 
The Borrower agrees to indemnify each Lender and to hold each Lender
harmless from any loss or expense that such Lender may sustain or incur as a
consequence of (a) default by the Borrower in making a borrowing of,
conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment or conversion of Eurodollar Loans
on a day that is not the last day of an Interest Period with respect
thereto.  Such indemnification may
include an amount equal to the excess, if any, of (i) the amount of interest
that would have accrued on the amount so prepaid, or not so borrowed, converted
or continued, for the period from the date of such prepayment or of such
failure to borrow, convert or continue to the last day of such Interest Period
(or, in the case of a failure to borrow, convert or continue, the Interest
Period that would have commenced on the date of such failure) in each case at
the applicable rate of interest for such Loans provided for herein (excluding,
however, the Applicable Margin


 


45

















 


included therein, if any) over
(ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market.  A certificate as to any amounts
payable pursuant to this Section submitted to the Borrower by any Lender
shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and
the payment of the Loans and Letters of Credit and all other amounts payable
hereunder.


 


2.22                           Illegality. 
Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof shall make it unlawful for any Lender to make or maintain Eurodollar
Loans as contemplated by this Agreement, (a) the commitment of such Lender
hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b)
such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law.  If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of
the then current Interest Period with respect thereto, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to
Section 2.21.


 


2.23                           Change of Lending Office.  Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 2.19, 2.20(a) or 2.22
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or
regulatory disadvantage, and provided, further, that nothing in
this Section shall affect or postpone any of the obligations of any
Borrower or the rights of any Lender pursuant to Section 2.19, 2.20(a) or
2.22.


 


2.24                           Substitution of Lenders .  Upon receipt by the Borrower from any Lender
(an “Affected Lender”) of a claim under Sections 2.19, 2.20 or 2.22, the
Borrower may replace such Affected Lender by designating another Lender or
another financial institution in each case that is willing to acquire all of
such Affected Lender’s Loans and its Revolving Credit Commitment; provided
that (i) such replacement does not conflict with any Requirement of Law, (ii)
no Default or Event of Default shall have occurred and be continuing at the
time of such replacement, (iii) the Borrower shall repay (or the replacement
bank or institution shall purchase at par) all Loans, accrued interest and
other amounts owing to such Affected Lender prior to the date of replacement,
(iv) the Borrower shall be liable to such Affected Lender under
Section 2.21 if any Eurodollar Loan owing to such Affected Lender shall be
prepaid (or purchased) other than on the last day of the Interest Period relating
thereto, (v) the replacement bank or institution, if not already a Lender,
shall be reasonably satisfactory to the Administrative Agent, (vi) the
replacement of such Affected Lender with the replacement bank or institution
shall be consummated in accordance with Section 10.6 hereof (provided
that the Borrower or the replacement Lender shall be obligated to pay the
registration and processing fee) and the Borrower shall pay all additional
amounts (if any) required pursuant to Section 2.19, 2.20 or


 


46

















 


2.22, as the case may be, to
the extent such additional amounts were incurred on or prior to the
consummation of such replacement.


 


SECTION 3. 
LETTERS OF CREDIT


 


3.1                                 L/C Commitment. 
(a)  Subject to the terms and
conditions hereof, the Issuing Lender, in reliance on the agreements of the
other Revolving Credit Lenders set forth in Section 3.4(a), agrees to
issue standby letters of credit (“Letters of Credit”) for the account of
the Borrower on any Business Day during the Revolving Credit Commitment Period
in such form as may be approved from time to time by the Issuing Lender; provided
that the Issuing Lender shall have no obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment or (ii) the aggregate amount of the Available Revolving
Credit Commitments would be less than zero. 
Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire
no later than the earlier of (x) the first anniversary of its date of issuance
and (y) the date which is five Business Days prior to the Revolving Credit
Termination Date, provided that any Letter of Credit with a one-year
term may provide for the renewal thereof for additional one-year periods (which
shall in no event extend beyond the date referred to in clause (y) above).


 


(b)                                 The Issuing Lender shall not at any
time be obligated to issue any Letter of Credit hereunder if such issuance
would conflict with, or cause the Issuing Lender or any L/C Participant to
exceed any limits imposed by, any applicable Requirement of Law.


 


3.2                                 Procedure for Issuance of Letter of
Credit.  The Borrower may from
time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender, with a copy to the Administrative Agent, at
its address for notices specified herein an Application therefor, completed to
the satisfaction of the Issuing Lender, and such other certificates, documents
and other papers and information as the Issuing Lender may request.  Upon receipt of any Application, the Issuing
Lender will process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby (but in no event shall the Issuing Lender be required to
issue any Letter of Credit earlier than three Business Days after its receipt
of the Application therefor and all such other certificates, documents and
other papers and information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by
the Issuing Lender and the Borrower. 
The Issuing Lender shall furnish a copy of such Letter of Credit to the
Borrower promptly following the issuance thereof.  The Issuing Lender shall promptly furnish to the Administrative
Agent, which shall in turn promptly furnish to the Lenders, notice of the
issuance of each Letter of Credit (including the amount thereof).


 


3.3                                 Fees and Other Charges.  (a) 
The Borrower will pay a fee on the aggregate drawable amount of each
outstanding Letter of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans under the Revolving Credit
Facility, shared ratably among the Revolving Credit Lenders and payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date of
such Letter of Credit.  In addition, the
Borrower shall pay to the Issuing Lender for its own account a fronting fee on
the aggregate drawable amount of each outstanding Letter of Credit in an amount
to be agreed by the Issuing


 


47

















 


Bank and the Borrower, payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date of
such Letter of Credit.


 


(b)                                 In addition to the foregoing fees,
the Borrower shall pay or reimburse the Issuing Lender for such normal and
customary costs and expenses as are incurred or charged by the Issuing Lender
in issuing, negotiating, effecting payment under, amending or otherwise
administering any Letter of Credit.


 


3.4                                 L/C Participations.  (a)  The Issuing Lender
irrevocably agrees to grant and hereby grants to each L/C Participant, and, to
induce the Issuing Lender to issue Letters of Credit hereunder, each L/C
Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions hereinafter
stated, for such L/C Participant’s own account and risk an undivided interest
equal to such L/C Participant’s Revolving Credit Percentage in the Issuing
Lender’s obligations and rights under each Letter of Credit issued hereunder
and the amount of each draft paid by the Issuing Lender thereunder.  Each L/C Participant unconditionally and
irrevocably agrees with the Issuing Lender that, if a draft is paid under any
Letter of Credit for which the Issuing Lender is not reimbursed in full by the
Borrower in accordance with the terms of this Agreement, such L/C Participant
shall pay to the Issuing Lender, regardless of the occurrence or continuance of
a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 5, upon demand, at the Issuing Lender’s
address for notices specified herein an amount equal to such L/C Participant’s
Revolving Credit Percentage of the amount of such draft, or any part thereof,
that is not so reimbursed.


 


(b)                                 If any amount required to be paid by
any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in
respect of any unreimbursed portion of any payment made by the Issuing Lender
under any Letter of Credit is paid to the Issuing Lender within three Business
Days after the date such payment is due, such L/C Participant shall pay to the
Issuing Lender on demand an amount equal to the product of (i) such amount,
times (ii) the daily average Federal Funds Effective Rate during the period
from and including the date such payment is required to the date on which such
payment is immediately available to the Issuing Lender, times (iii) a fraction
the numerator of which is the number of days that elapse during such period and
the denominator of which is 360.  If any
such amount required to be paid by any L/C Participant pursuant to
Section 3.4(a) is not made available to the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the Revolving Credit
Facility.  A certificate of the Issuing
Lender submitted to any L/C Participant with respect to any amounts owing under
this Section shall be conclusive in the absence of manifest error.


 


(c)                                  Whenever, at any time after the
Issuing Lender has made payment under any Letter of Credit and has received
from any L/C Participant its pro  rata share of such payment in
accordance with Section 3.4(a), the Issuing Lender receives any payment
related to such Letter of Credit (whether directly from the Borrower or
otherwise, including proceeds of collateral applied thereto by the Issuing
Lender), or any payment of interest on account thereof, the Issuing Lender will
distribute to such L/C Participant its pro  rata share thereof; provided,
however, that


 


48

















 


in the event that any such
payment received by the Issuing Lender shall be required to be returned by the
Issuing Lender, such L/C Participant shall return to the Issuing Lender the
portion thereof previously distributed by the Issuing Lender to it.


 


3.5                                 Reimbursement Obligation of the
Borrower.  The Borrower agrees
to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Lender (or, with the consent of the
Issuing Bank and the Administrative Agent on the following Business Day if such
notification is received after 11:00 a.m.) for the amount of (a) such draft so
paid and (b) any taxes, fees, charges or other costs or expenses incurred by
the Issuing Lender in connection with such payment (the amounts described in
the foregoing clauses (a) and (b) in respect of any drawing, collectively, the
“Payment Amount”).  Each such
payment shall be made to the Issuing Lender at its address for notices
specified herein in lawful money of the United States of America and in immediately
available funds.  Interest shall be
payable on each Payment Amount from the date of the applicable drawing until
payment in full at the rate set forth in (i) until the second Business Day
following the date of the applicable drawing, Section 2.15(b) and (ii)
thereafter, Section 2.15(c).  Each
drawing under any Letter of Credit shall (unless an event of the type described
in clause (i) or (ii) of Section 8(f) shall have occurred and be
continuing with respect to the Borrower, in which case the procedures specified
in Section 3.4 for funding by L/C Participants shall apply) constitute a
request by the Borrower to the Administrative Agent for a borrowing pursuant to
Section 2.5 of Base Rate Loans (or, at the option of the Administrative
Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant
to Section 2.7 of Swing Line Loans) in the amount of such drawing.  The Borrowing Date with respect to such
borrowing shall be the first date on which a borrowing of Revolving Credit
Loans (or, if applicable, Swing Line Loans) could be made, pursuant to
Section 2.5 (or, if applicable, Section 2.7), if the Administrative
Agent had received a notice of such borrowing at the time of such drawing under
such Letter of Credit.


 


3.6                                 Obligations Absolute.  The Borrower’s obligations under this
Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment that the Borrower may have or have had against the Issuing Lender, any
beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the Borrower’s
Reimbursement Obligations under Section 3.5 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee.  The Issuing Lender shall not be liable for
any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with any
Letter of Credit.  The Borrower agrees
that any action taken or omitted by the Issuing Lender under or in connection
with any Letter of Credit or the related drafts or documents, if done in
accordance with the standards or care specified in the UCC of the State of New
York, shall be binding on the Borrower and shall not result in any liability of
the Issuing Lender to the Borrower.


 


49

















 


3.7                                 Letter of Credit Payments.  If any draft shall be presented for payment
under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower of the date and amount thereof. 
The responsibility of the Issuing Lender to the Borrower in connection
with any draft presented for payment under any Letter of Credit shall, in
addition to any payment obligation expressly provided for in such Letter of
Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are
substantially in conformity with such Letter of Credit.


 


3.8                                 Applications. 
To the extent that any provision of any Application related to any Letter
of Credit is inconsistent with the provisions of this Section 3, the
provisions of this Section 3 shall apply.


 


SECTION 4.  REPRESENTATIONS AND WARRANTIES


 


To induce the Arrangers, the Agents and the
Lenders to enter into this Agreement and to make the Loans and issue or
participate in the Letters of Credit, TTPC, LP and the Borrower hereby jointly
and severally represent and warrant to each Arranger, each Agent and each
Lender that:


 


4.1                                 Financial Condition.  (a) 
The unaudited pro  forma consolidated and consolidating
balance sheet of the Borrower and its consolidated Subsidiaries as at
March 31, 2003 (including the notes thereto) (the “Pro Forma Balance
Sheet”), copies of which have heretofore been furnished to each Lender, has
been prepared giving effect (as if such events had occurred on such date) to
(i) the consummation of the Acquisition, (ii) the Loans to be made and the
Senior Notes and Seller Notes to be issued on the Closing Date and the use of
proceeds thereof and (iii) the payment of fees and expenses in connection with
the foregoing.  The Pro Forma Balance
Sheet has been prepared based on the best information available to the Borrower
as of the date of delivery thereof, and presents fairly on a pro  forma
basis the estimated financial position of the Borrower and its consolidated
Subsidiaries as at March 31, 2003, assuming that the events specified in
the preceding sentence had actually occurred at such date.


 


(b)                                 The audited consolidated and
unaudited consolidating balance sheets of the Borrower as at December 31,
2002, December 31, 2001 and December 31, 2000, and the related
consolidated statements of income and of cash flows for the fiscal years ended
on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers
LLP (as to such consolidated financial statements), present fairly the
consolidated and consolidating financial condition of the Borrower as at such
date, and the consolidated and consolidating results of its operations and its
consolidated and consolidating cash flows for the respective fiscal years then
ended.  The unaudited consolidated and
consolidating balance sheet of the Borrower as at March 31, 2003, and the
related unaudited consolidated and consolidating statements of income and cash
flows for the  three month period ended
on such date present fairly the consolidated and consolidating financial
condition of the Borrower as at such date, and the consolidated and
consolidating results of its operations and its consolidated and consolidating
cash flows for the three-month period then ended (subject to normal year-end
audit adjustments and the absence of footnotes).  Each of the unaudited consolidated and consolidating balance
sheets of the Borrower as at April 30, 2003, and the related unaudited consolidated
and consolidating statements of income and cash flows for the monthly periods
ended on such dates


 


50

















 


present fairly the consolidated
and consolidating financial condition of the Borrower as at such dates, and the
consolidated and consolidating results of its operations and its consolidated
and consolidating cash flows for the periods then ended (subject to normal
year-end audit adjustments and the absence of footnotes).  All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein).  TTPC, LP, the Borrower and its Subsidiaries
do not have any material Guarantee Obligations, contingent liabilities and
liabilities for taxes, or any long-term leases or unusual forward or long-term
commitments, including, without limitation, any interest rate or foreign currency
swap or exchange transaction or other obligation in respect of derivatives,
that are not reflected in the most recent financial statements referred to in
this paragraph.  During the period from
December 31, 2002 to and including the date hereof there has been no
Disposition by the Borrower of any material part of its business or Property.


 


4.2                                 No Change. 
Since March 31, 2003, there has been no development or event that
has had or could reasonably be expected to have a Material Adverse Effect.


 


4.3                                 Existence; Compliance with Law.  Each of TTPC, LP, the Borrower and its
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the requisite
power and authority, and the legal right, to own and operate its Property, to
lease the Property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is duly qualified as a foreign corporation or
other registered entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of Property or the conduct
of its business requires such qualification, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect
and (d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


4.4                                 Organizational Power;
Authorization; Enforceable Obligations.  Each Loan Party has the corporate, limited liability company or
limited partnership power and authority, as applicable, and the legal right, to
make, deliver and perform the Loan Documents and Acquisition Documentation to
which it is a party and, in the case of the Borrower, to borrow hereunder.  Each Loan Party has taken all necessary
action to authorize the execution, delivery and performance of the Loan
Documents and Acquisition Documentation to which it is a party and, in the case
of the Borrower, to authorize the borrowings on the terms and conditions of
this Agreement.  No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
Acquisition and the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement, any of the Loan
Documents or any Acquisition Documentation, except (i) consents,
authorizations, filings and notices described in Schedule 4.4, which
consents, authorizations, filings and notices have been obtained or made and
are in full force and effect and (ii) the filings referred to in
Section 4.19.  Each Loan Document
and Acquisition Documentation has been duly executed and delivered on behalf of
each Loan Party party thereto.  This
Agreement constitutes, and each other Loan Document and Acquisition
Documentation upon execution will constitute, a legal, valid and binding
obligation of each Loan Party party thereto, enforceable against each such Loan
Party in accordance with its terms, except as


 


51

















 


enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).


 


4.5                                 No Legal Bar. 
The execution, delivery and performance of this Agreement, the other
Loan Documents, the Senior Note Documentation, the Seller Note Documentation
and the other Acquisition Documentation, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of any Loan Party or any of
its Subsidiaries and will not result in, or require, the creation or imposition
of any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents).  No
Requirement of Law or Contractual Obligation applicable to any Loan Party or
any of its Subsidiaries could reasonably be expected to have a Material Adverse
Effect.


 


4.6                                 No Material Litigation.  No litigation, investigation or proceeding
of or before any arbitrator or Governmental Authority is pending or, to the
knowledge of TTPC, LP or the Borrower, threatened by or against any Loan Party
or any of its Subsidiaries or against any of their respective properties or revenues
(a) with respect to any of the Loan Documents or the Acquisition Documentation
or any of the transactions contemplated hereby or thereby, or (b) that could
reasonably be expected to have a Material Adverse Effect.


 


4.7                                 No Default. 
No Loan Party nor any of its Subsidiaries is in default under or with
respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred
and is continuing.


 


4.8                                 Ownership of Property; Liens.  Each Loan Party and its Subsidiaries is the
sole owner of, legally and beneficially, and has good, marketable and insurable
title in fee simple to, or a valid leasehold interest in, all its Real Estate,
and good title to, or a valid leasehold interest in, all its other Property,
and none of such Property is subject to any claims, liabilities, obligations,
charges or restrictions of any kind, nature or description, or to any Lien
except for any Permitted Lien.  None of
the Pledged Stock is subject to any Lien except for Permitted Liens.


 


4.9                                 Intellectual Property.  (a) 
Each Loan Party and each of its Subsidiaries owns, or is licensed to
use, the Intellectual Property used in the conduct of its business as currently
conducted.  No claim has been asserted
in writing or, to the knowledge of TTPC, LP or the Borrower, is pending by any
Person challenging the use of any Intellectual Property used in the conduct of
the Loan Parties’ businesses or the validity or effectiveness of any Intellectual
Property used in the conduct of the Loan Parties’ businesses, nor does TTPC, LP
or the Borrower know of any valid basis for any such claim, which could
reasonably be expected to have a Material Adverse Effect.  To the knowledge of TTPC, LP or the Borrower,
the use of any Intellectual Property used in the conduct of the Loan Parties’
businesses does not infringe on the rights of any Person in any respect which
could reasonably be expected to have a Material Adverse Effect.


 


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(b)                                 As of the Closing Date and after
giving effect to the Acquisition, Schedule 4.9(b) (i) identifies each of
the trademarks, service marks and trade names owned, or otherwise held, by any
Loan Party or any of its Subsidiaries and all registrations and applications
for registration of the foregoing and identifies which such Person registered,
made or otherwise holds such Intellectual Property, and (ii) specifies as to
each, the owner of such item and the jurisdiction in which such item has been
issued or registered (or, if applicable, in which an application for such
issuance or registration has been filed), including the respective registration
or application numbers and applicable dates of registration or application.


 


(c)                                  As of the Closing Date and after
giving effect to the Acquisition, Schedule 4.9(c) (i) identifies each of
the patents and patent applications owned, or otherwise held, by any Loan Party
or any of its Subsidiaries and identifies the owner of such item and (ii) specifies
as to each, the jurisdiction in which such item has been issued (or, if
applicable, in which an application for such issuance has been filed),
including the respective patent or application numbers and applicable dates of
issuance or application.


 


(d)                                 As of the Closing Date and after
giving effect to the Acquisition, Schedule 4.9(d) (i) identifies each of
the registered copyrights and applications for copyright registrations owned,
or otherwise held, by any Loan Party or any of its Subsidiaries and identifies
the owner of such item and (ii) specifies as to each, the jurisdiction in which
such item has been registered (or, if applicable, in which an application for
such registration has been filed), including the respective registration or
application numbers and applicable dates of registration or application.


 


(e)                                  As of the Closing Date and after
giving effect to the Acquisition, Schedule 4.9(e) identifies all licenses,
sublicenses and other agreements relating to Intellectual Property to which any
Loan Party or any of its Subsidiaries is a party and pursuant to which
(i) TTPC, LP, the Borrower or any of its Subsidiaries is a licensor or
sub-licensor or (ii) any other Person is authorized to use any
Intellectual Property owned by any Loan Party of any of its Subsidiaries as a
licensee or sub-licensee.


 


4.10                           Taxes. 
(a)  Each Loan Party and each of
its Subsidiaries has filed or caused to be filed all federal, state and other
material tax returns that are required to be filed and has paid all taxes shown
to be due and payable on said returns or on any assessments made against it or
any of its Property and all other taxes, fees or other charges imposed on it or
any of its Property by any Governmental Authority (other than any taxes, the
amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of TTPC, LP, the Borrower or its
Subsidiaries, as the case may be); the contents of all such material tax
returns are correct and complete in all material respects, no tax Lien has been
filed (other than Permitted Liens), and, to the knowledge of TTPC, LP and the
Borrower, no material claim is being asserted, with respect to any such tax, fee
or other charge (other than any taxes, the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of TTPC, LP, the Borrower or its Subsidiaries, as the case may be).  No Loan Party and no Subsidiary thereof (i)
intends to treat the Loans, the Acquisition or any other transaction
contemplated hereby as being a “reportable transaction” (within the meaning of
Treasury Regulation 1.6011-4) and (ii) is aware of any facts or events that
would result in such treatment.


 


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(b)                                 In connection with the Merger, based
on current estimates of asset values, it is expected that TTPC will have a tax
basis in goodwill and other amortizable intangibles equal to approximately
$800,000,000, which shall be amortizable over a fifteen year period pursuant to
section 197 of the Code.


 


(c)                                  As of the Closing Date, the Borrower
is a partnership for United States federal income tax purposes.  It is intended that the Borrower will
continue to be a partnership or disregarded as an entity separate from TTPC for
United States federal income tax purposes.


 


4.11                           Federal Regulations.  No part of the proceeds of the Loans or
Letters of Credit will be used for purchasing or carrying any “margin stock”
(within the meaning of Regulation U) or for the purpose of purchasing, carrying
or trading in any securities under such circumstances as to involve the
Borrower in a violation of Regulation X or to involve any broker or dealer in a
violation of Regulation T.  No
indebtedness being reduced or retired out of the proceeds of the Loans or
Letters of Credit was or will be incurred for the purpose of purchasing or
carrying any “margin stock” (within the meaning of Regulation U).  Following application of the proceeds of the
Loans and Letters of Credit, “margin stock” (within the meaning of Regulation
U) does not constitute more than 25% of the value of the assets of TTPC, LP,
the Borrower and its Subsidiaries.  None
of the transactions contemplated by this Agreement (including, without
limitation, the direct and indirect use of proceeds of the Loans and Letters of
Credit) will violate or result in a violation of Regulation T, Regulation U or
Regulation X.  If requested by any
Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in
Regulation U.


 


4.12                           Labor Matters. 
There are no strikes, stoppages, slowdowns or other labor disputes
against any Loan Party or any of its Subsidiaries pending or, to the knowledge
of TTPC, LP or the Borrower, threatened that (individually or in the aggregate)
could reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to
employees of any Loan Party and its Subsidiaries have not been in violation of
the Fair Labor Standards Act or any other applicable Requirement of Law dealing
with such matters that (individually or in the aggregate) could reasonably be
expected to have a Material Adverse Effect. 
All payments due from any Loan Party or any of its Subsidiaries on
account of employee health and welfare insurance that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect if
not paid have been paid or accrued as a liability on the books of TTPC, LP, the
Borrower or the relevant Subsidiary.


 


4.13                           ERISA.  Neither a
Reportable Event nor an “accumulated funding deficiency” (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during
the five-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has complied in all
material respects with all applicable provisions of ERISA and the Code.  No termination of a Single Employer Plan has
occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period.  The present value of
all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
by a material amount.  Neither the
Borrower nor any


 


54

















 


Commonly Controlled Entity has
had a complete or partial withdrawal from any Multiemployer Plan that has
resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Borrower nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Borrower or any
such Commonly Controlled Entity were to withdraw completely from all
Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made.  No such Multiemployer Plan is in Reorganization or Insolvent.


 


4.14                           Investment Company Act; Other
Regulations.  No Loan Party is
an “investment company”, or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended.  No Loan Party is subject to regulation under
any Requirement of Law (other than Regulation X) which limits or conditions its
ability to incur Indebtedness.


 


4.15                           Subsidiaries. 
(a)  The Subsidiaries listed on
Schedule 4.15 constitute all the Subsidiaries of TTPC as of the Closing
Date after giving effect to the Acquisition. 
Schedule 4.15 sets forth as of the Closing Date and after giving
effect to the Acquisition, the exact legal name (as reflected on the
certificate of incorporation, certificate of formation or other applicable
Charter) and jurisdiction of incorporation or formation of each Subsidiary of
TTPC and, as to each such Subsidiary, the percentage and number of each class
of Capital Stock owned by each Loan Party and its Subsidiaries.


 


(b)                                 There are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and
directors’ qualifying shares) of any nature relating to any Capital Stock of
the Borrower or any Subsidiary.  No Loan
Party nor any of its Subsidiaries has issued, or authorized the issuance of,
any Disqualified Stock.


 


4.16                           Use of Proceeds. 
The proceeds of the Term Loans shall be used to finance a portion of the
Acquisition and to pay related fees and expenses.  The proceeds of the Revolving Credit Loans, the Swing Line Loans
and the Letters of Credit shall be used to finance working capital needs and
for general corporate purposes.


 


4.17                           Environmental Matters.  Other than exceptions to any of the
following that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect:


 


(a)                                  Each Loan Party and its
Subsidiaries:  (i) are, and within
the period of all applicable statutes of limitation have been, in compliance
with all applicable Environmental Laws; and (ii) reasonably believe that
compliance with all applicable Environmental Law that is or is expected to
become applicable to any of them will be timely attained and maintained,
without material expense.


 


(b)                                 Materials of Environmental Concern
are not present at, on, under, in, or about any real property now or formerly
owned, leased or operated by any Loan Party or any of its Subsidiaries, or at
any other location (including, without limitation, any location to which
Materials of Environmental Concern have been sent for re-use or


 


55

















 


recycling or for treatment, storage, or
disposal) which could reasonably be expected to (i) give rise to liability
of any Loan Party or any of its Subsidiaries under any applicable Environmental
Law or otherwise result in costs to any Loan Party or any of its Subsidiaries,
or (ii) interfere with any Loan Party’s or any of its Subsidiaries’ continued
operations, or (iii) impair the fair saleable value of any real property owned
or leased by any Loan Party or any of its Subsidiaries.


 


(c)                                  There is no judicial,
administrative, or arbitral proceeding (including any notice of violation or
alleged violation) under or relating to any Environmental Law to which any Loan
Party or any of its Subsidiaries is, or to the knowledge of TTPC, LP or the
Borrower will be, named as a party that is pending or, to the knowledge of
TTPC, LP or the Borrower, threatened.


 


(d)                                 No Loan Party nor any Subsidiary
thereof has received any written request for information pursuant to, or been
notified that it is a potentially responsible party under or relating to, the
federal Comprehensive Environmental Response, Compensation, and Liability Act
or any similar Environmental Law, or with respect to any Materials of
Environmental Concern.


 


(e)                                  No Loan Party nor any Subsidiary
thereof has entered into or agreed to any consent decree, order, or settlement
or other agreement, or is subject to any judgment, decree, or order or other
agreement, in any judicial, administrative, arbitral, or other forum for
dispute resolution, relating to compliance with or liability under any
Environmental Law.


 


(f)                                    No Loan Party nor any Subsidiary
thereof has assumed or retained, by contract or operation of law, any liabilities
of any kind, fixed or contingent, known or unknown, under any Environmental Law
or with respect to any Material of Environmental Concern.


 


4.18                           Accuracy of Information, etc.  No statement or information contained in
this Agreement, any other Loan Document, the Confidential Information
Memorandum or any other document, certificate or statement furnished to the
Arrangers, the Agents or the Lenders or any of them, by or on behalf of any
Loan Party or any Subsidiary thereof for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate
was so furnished (or, in the case of the Confidential Information Memorandum,
as of the date of this Agreement), any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
contained herein or therein not misleading. 
The projections and pro  forma financial information
contained in the materials referenced above are based upon good faith estimates
and assumptions believed by management of TTPC, LP and the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as
fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein
by a material amount.  As of the Closing
Date, the representations and warranties of the Borrower and TTPC contained in
the Acquisition Documentation are true and correct in all material
respects.  There is no fact known to
TTPC or any of its Subsidiaries that could reasonably be expected to


 


56

















 


have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan Documents, in
the Confidential Information Memorandum or in any other documents, certificates
and written statements furnished to the Arrangers, the Agents and the Lenders
for use in connection with the transactions contemplated hereby and by the
other Loan Documents.


 


4.19                           Security Documents.  (a)  The Guarantee and
Collateral Agreement is effective to create in favor of the Administrative
Agent, for the benefit of the Secured Parties, a legal, valid, binding and
enforceable security interest in the Collateral described therein and proceeds
and products thereof.  In the case of
the Pledged Stock, when any stock certificates representing such Pledged Stock
are delivered to the Administrative Agent, and in the case of the other
Collateral described in the Guarantee and Collateral Agreement, when financing
statements in appropriate form are filed in the offices specified on
Schedule 4.19(a)-1 or, as to property acquired after the Closing Date, any
other office noticed to the Administrative Agent in writing at the time such
property is acquired (which financing statements may be filed by the
Administrative Agent at any time) and such other filings as are specified on
Schedule 3 to the Guarantee and Collateral Agreement are made (all of
which filings may be filed by the Administrative Agent at any time), the
Guarantee and Collateral Agreement shall constitute a fully perfected Lien on,
and security interest in, all right, title and interest of the Loan Parties in
such Collateral and the proceeds and products thereof, as security for the
Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person (except Permitted
Liens).  Schedule 4.19(a)-2 lists,
as of the Closing Date, each UCC Financing Statement that (i) names any
Loan Party as debtor and (ii) will remain on file after the Closing Date.  Schedule 4.19(a)-3 lists each UCC
Financing Statement that (i) names any Loan Party as debtor and (ii) will
be terminated on or prior to the Closing Date; and on or prior to the Closing
Date, the Borrower will have delivered to the Administrative Agent, or caused
to be filed, duly completed UCC termination statements, authorized by the
relevant secured party, in respect of each such UCC Financing Statement.


 


(b)                                 Each of the Mortgages is effective
to create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a legal, valid, binding and enforceable Lien on, and security interest
in, the mortgaged properties described, and as defined, therein and proceeds
and products thereof, and when the Mortgages are filed in the offices specified
on Schedule 4.19(b) (or, with respect to any Mortgages made after the
Closing Date, filed in the appropriate offices), each such Mortgage shall
constitute a fully perfected Lien on, and security interest in, all of such
mortgaged properties and the proceeds and products thereof, as security for the
Obligations, in each case prior and superior in right to any other Person.


 


(c)                                  Each Intellectual Property Security
Agreement is effective to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a legal, valid, binding and enforceable security
interest in the Intellectual Property Collateral described therein and proceeds
and products thereof.  Upon the filing
of (i) an Intellectual Property Security Agreement in the appropriate
indexes of the United States Patent and Trademark Office relative to patents
and trademarks (within three (3) months after the Closing Date), and the United
States Copyright Office relative to copyrights (within thirty (30) days after
the Closing Date), together with provision for payment of all requisite fees,
and (ii) financing statements in appropriate form for filing in the
offices specified on Schedule 4.19(c) (which financing statements may be
filed by the Administrative Agent at any time), such Intellectual Property
Security Agreement shall


 


57

















 


constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan
Parties in the Intellectual Property Collateral described therein and the
proceeds and products thereof, as security for the Obligations (as defined in
the Guarantee and Collateral Agreement), in each case prior and superior in
right to any other Person (except Permitted Liens).


 


4.20                           Solvency.  Each
Loan Party is, and after giving effect to the Acquisition and the incurrence of
all Indebtedness and obligations being incurred in connection with the Loan
Documents and the Acquisition  will be
and will continue to be, Solvent.


 


4.21                           Senior Indebtedness.  The Obligations (including, without
limitation, the guarantee obligations of each Guarantor under the Guarantee and
Collateral Agreement) constitute “Senior Debt,” “Designated Senior Debt” and
“Permitted Debt” under and as defined in the Senior Note Indenture.


 


4.22                           Insurance. 
Each Loan Party and its Subsidiaries is insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which it is engaged;
and no Loan Party or any of its Subsidiaries (i) has received notice from any
insurer or agent of such insurer that substantial capital improvements or other
material expenditures will have to be made in order to continue such insurance
or (ii) has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers at a cost that could not reasonably be
expected to have a Material Adverse Effect.


 


4.23                           Acquisition Documentation.  The Acquisition Documentation listed on Schedule 4.23
attached hereto constitute all of the material agreements, instruments and
undertakings to which any Loan Party or any of its Subsidiaries is bound or by
which such Person or any of its property or assets is bound or affected
relating to, or arising out of, the Acquisition (including, without limitation,
any agreements, instruments or undertakings assumed pursuant to the Acquisition
Agreement).  None of such material
agreements, instruments or undertakings have been amended, supplemented or
otherwise modified as of the Closing Date, and all such material agreements,
instruments and undertakings are in full force and effect.  No party to any Acquisition Documentation is
in default thereunder and no party thereto, or any other Person, has the right
to terminate any Acquisition Documentation, in each case, (i) as of the Closing
Date and (ii) thereafter only to the extent such default or right to terminate
could reasonably be expected to have a Material Adverse Effect.


 


4.24                           Real Estate. 
(a)  As of the Closing Date, no
Loan Party owns any real property except as set forth on Schedule 4.24.  As of the Closing Date, any real property
leased by any Loan Party with a monthly rent in excess of $250,000 is listed on
Schedule 4.24, including the street address, landlord name, tenant
name, guarantor name, current rent amount, lease date and lease expiration
date.  The Borrower has delivered to the
Administrative Agent true, complete and correct copies of all such leases.


 


(b)                                 No Mortgage encumbers
improved real property which is located in an area that has been identified by
the Secretary of Housing and Urban Development as an area


 


58

















 


having special flood hazards
and in which flood insurance has been made available under the National Flood
Insurance Act of 1968.


 


4.25                           Permits. 
(a)  Other than exceptions to any
of the following that could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect, both before and after
consummation of the Acquisition: 
(i) each Loan Party and its Subsidiaries has obtained and holds all
Permits required for the operation of each of its businesses as presently
conducted and as proposed to be conducted, (ii) all such Permits are in full
force and effect, and each Loan Party and its Subsidiaries has performed and
observed all requirements of such Permits, (iii) no event has occurred which
allows or results in, or after notice or lapse of time would allow or result
in, revocation or termination by the issuer thereof or in any other impairment
of the rights of the holder of any such Permit, (iv) no such Permits contain
any restrictions, either individually or in the aggregate, that are materially
burdensome to any Loan Party or any of its Subsidiaries, or to the operation of
any of its businesses or any property owned, leased or otherwise operated by
such Person, (v) each Loan Party and its Subsidiaries reasonably believes that
each of its Permits will be timely renewed and complied with, without material
expense, and that any additional Permits that may be required of such Person
will be timely obtained and complied with, without material expense, and
(vi) none of TTPC, LP or the Borrower has any knowledge or reason to
believe that any Governmental Authority is considering limiting, suspending,
revoking or renewing on materially burdensome terms any such Permit.


 


(b)                                 Both before and after giving effect
to the Acquisition, no consent or authorization of, filing with, Permit from,
or other act by or in respect of, any Governmental Authority is required in
connection with the execution, delivery, performance, validity or
enforceability of, or enforcement of remedies (including, without limitation,
foreclosure on the Collateral) pursuant to, this Agreement and the other Loan
Documents which has not been obtained, other than any filing or other act
necessary to comply with applicable securities laws in connection with the sale
of Collateral under the Loan Documents.


 


4.26                           Immaterial Subsidiaries.  No Immaterial Subsidiary owns any material
assets, conducts any material business or is the obligor under any material
Indebtedness or other liabilities other than the incurrence and repayment of
the Indebtedness permitted pursuant to Sections 7.2(a) and (k).  In addition, (a) Consolidated EBITDA
attributable to all Immaterial Subsidiaries does not at any time, for any
fiscal period, exceed 5% of Consolidated EBITDA of the Borrower and its
Subsidiaries and (b) no Immaterial Subsidiary owns assets with a fair market
value in excess of $5,000,000.


 


SECTION 5.  CONDITIONS PRECEDENT


 


5.1                                 Conditions to Initial Extension of
Credit.  The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Closing Date, of the following conditions precedent:


 


(a)                                  Loan Documents. 
The Administrative Agent shall have received (i) this Agreement,
executed and delivered by a duly authorized officer of TTPC, LP and the Borrower,


 


59

















 


(ii) the Guarantee and
Collateral Agreement, executed and delivered by a duly authorized officer of
TTPC, LP, the Borrower and each Subsidiary Guarantor, (iii) the Intellectual
Property Security Agreements, executed and delivered by a duly authorized
officer of the applicable Loan Party, (iv) each Acknowledgment and Consent
required to be delivered pursuant to the Guarantee and Collateral Agreement,
executed and delivered by a duly authorized officer of the Issuer (as defined
in the Guarantee and Collateral Agreement) party thereto, (v) the
Subordinated Intercompany Note, executed and delivered by a duly authorized
officer of each Loan Party, (vi) the Subordination Agreements, duly executed
and delivered by a duly authorized officer of each of TTPC, the Borrower, Delta
and Northwest, as applicable, (vii) the Mortgage on the Kansas City Property
and (viii) if requested by any Lender, for the account of such Lender, Notes
conforming to the requirements hereof and executed and delivered by a duly
authorized officer of the Borrower.


 


(b)           Acquisition, etc.  The following
transactions shall have been consummated, in each case on terms and conditions
reasonably satisfactory to the Lenders:


 


(i)                                     Acquisition LLC shall have acquired
all of the general partnership interests of the Borrower and LP shall have
acquired all of the limited partnership interests of the Borrower, pursuant to
the terms of the Acquisition Agreement, and the Merger shall have become effective
by the filing of a Certificate of Merger with the Secretary of State of the
State of Delaware and no provision of the Acquisition Documentation shall have
been waived, amended, supplemented or otherwise modified without the prior
written consent of the Lenders (the “Acquisition”);


 


(ii)                                  TTPC shall have received at least
$320,000,000 in gross cash proceeds from the proceeds of preferred equity and
$30,000,000 in gross cash proceeds from the proceeds of common equity, in each
case, issued by TTPC to the Equity Investors, and $26,014 of such proceeds
shall have been contributed to LP as a capital contribution to its common
equity and $349,973,986 of such proceeds shall have been contributed to the
Borrower as a capital contribution to its common equity;


 


(iii)                               the Borrower shall have received at
least $280,000,000 in gross cash proceeds from the issuance of the Senior Notes
on terms and pursuant to documentation satisfactory to the Senior Lenders and
no provision thereof shall have been waived, amended, supplemented or otherwise
modified without the prior written consent of the Lenders;


 


(iv)                              TTPC shall have issued the Seller
Notes in aggregate principal amount of $84,000,000 on terms and conditions as
set forth on Schedule 5.1(b)(iv) and otherwise reasonably satisfactory to
the Lenders;


 


(v)                                 the Borrower shall have
approximately $98,500,000 in the aggregate of Capital Lease Obligations and
obligations under the WSSO Software Agreement; and


 


(vi)                              the capital structure of each Loan
Party after the Acquisition shall be as described in Schedule 4.15.


 


60

















 


(c)                                  Pro Forma Balance Sheet; Financial
Statements.  The Lenders shall have received (i) the
Pro Forma Balance Sheet, (ii) audited consolidated and consolidating financial
statements of the Borrower for the 2002, 2001 and 2000 fiscal years and (iii)
unaudited interim consolidated and consolidating financial statements of the
Borrower for each fiscal month and quarterly period ended subsequent to the
date of the latest applicable financial statements delivered pursuant to clause
(ii) of this paragraph as to which such financial statements are available, and
such financial statements shall not, in the reasonable judgment of the Lenders,
reflect any material adverse change in the consolidated financial condition of
the Borrower as reflected in the financial statements or projections contained
in the Confidential Information Memorandum and shall show (x) pro  forma
Consolidated EBITDA of the Borrower (calculated in accordance with Regulation
S-X of the Securities Act of 1933 and including only those adjustments that the
Administrative Agent agrees are appropriate but excluding reductions for
amounts payable to Delta or Northwest under the FASAS and management fees payable
to TTPC) of not less than $163,000,000 and (y) a pro  forma Consolidated
Leverage Ratio (calculated in accordance with Regulation S-X of the Securities
Act of 1933 and including only those adjustments that the Administrative Agent
agrees are appropriate and excluding any Borrowings on the Closing Date used to
fund the working capital adjustment under the Acquisition Agreement) of not
greater than 3.90:1.00, in each case, based on the most recent twelve-month
operating period for which financial statements are available; provided
that the pro  forma Consolidated Leverage Ratio shall be
calculated without giving effect to any drawings of Revolving Credit Loans on
the Closing Date used to fund the working capital adjustment required under the
Acquisition Agreement.


 


(d)                                 Approvals. 
All material governmental and material third party approvals and
consents (including regulatory approvals) required or, in the reasonable
discretion of the Administrative Agent, advisable in connection with the Acquisition,
the continuing operations of the Loan Parties and their Subsidiaries and the
transactions contemplated hereby and by the Acquisition Documentation shall
have been obtained and be in full force and effect, and all applicable waiting
periods shall have expired without any action being taken or threatened by any
competent authority which would restrain, prevent or otherwise impose adverse
conditions on the Acquisition or the financing contemplated hereby by the
Senior Note Documentation or by the Acquisition Agreement.


 


(e)                                  Related Agreements. 
The Administrative Agent shall have received (in a form and substance
reasonably satisfactory to the Administrative Agent), with a copy for each
Lender, true and correct copies, certified as to authenticity by the Borrower,
of the Acquisition Documentation, the Seller Note Documentation, the Senior
Note Documentation and the Online Provider Agreements and such other documents
or instruments as may be reasonably requested by the Administrative Agent,
including, without limitation, a copy of and any other debt instrument,
security agreement or other material contract to which any Loan Party may be a
party.


 


(f)                                    Termination of Existing Credit
Facilities.  The Administrative Agent shall have received
satisfactory evidence that the Revolving Loan Agreement between the Borrower
and Regions Bank, dated as of October 11, 2001, as amended, shall be
simultaneously paid in full and arrangements satisfactory to the Administrative
Agent shall have been made for the termination of Liens and security interests
granted in connection therewith including, without


 


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limitation, receipt by the
Administrative Agent of satisfactory notices of relinquishment and termination
of security interest or the like with respect to Intellectual Property.


 


(g)                                 Fees. 
The Lenders, the Arrangers and the Administrative Agent shall have
received all fees required to be paid, and all expenses for which invoices have
been presented (including, without limitation, the reasonable fees,
disbursements and other charges of counsel to the Administrative Agent), on or
before the Closing Date.  All such
amounts will be paid with proceeds of Loans made on the Closing Date and will
be reflected in the funding instructions given by the Borrower to the
Administrative Agent on or before the Closing Date.


 


(h)                                 Business Plan. 
The Lenders shall have received satisfactory projections for fiscal
years 2003-2007, including quarterly projections for fiscal year 2004, and a
satisfactory written analysis of the business and prospects of TTPC and its
Subsidiaries for the period from the Closing Date through 2007.


 


(i)                                     Solvency. 
The Lenders shall have received a Solvency Certificate executed by the
chief financial officer of TTPC, LP, the Borrower and each other Loan Party,
which shall document the solvency of TTPC, LP, the Borrower and each other Loan
Party after giving effect to the transactions contemplated hereby.


 


(j)                                     Budget. 
The Lenders shall have received a budget for the Loan Parties and their
Subsidiaries for the 2003 fiscal year.


 


(k)                                  Lien Searches. 
The Administrative Agent shall have received the results of a recent
lien, tax lien, judgment and litigation search in each of the jurisdictions or
offices (including, without limitation, in the United States Patent and
Trademark Office and the United States Copyright Office) in which UCC financing
statements or other filings or recordations should be made to evidence or
perfect (with the priority required under the Loan Documents) security interests
in all Property of the Loan Parties, and such search shall reveal no Liens on
any of the assets of TTPC or its Subsidiaries except for Permitted Liens or
Liens set forth in Schedule 4.19(a)-3.


 


(l)                                     Expenses. 
The Administrative Agent shall have received satisfactory evidence that
the fees and expenses to be incurred by TTPC and its Subsidiaries in connection
with the Acquisition and the financing thereof shall not exceed $48,000,000.


 


(m)                               Closing Certificate. 
The Administrative Agent shall have received a certificate of each Loan
Party, dated as of the Closing Date, substantially in the form of Exhibit C,
with appropriate insertions and attachments.


 


(n)           Other Certifications. 
The Administrative Agent shall have received the following:


 


(i)                                     a copy of the Charter of TTPC, LP,
the Borrower and each other Loan Party and each amendment thereto, certified
(as of a date reasonably near the date of the initial extension of credit) as
being a true and correct copy thereof by the Secretary of State or other applicable
Governmental Authority of the jurisdiction in which each such Loan Party is
organized;


 


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(ii)                                  a copy of a certificate of the
Secretary of State or other applicable Governmental Authority of the jurisdiction
in which each such Loan Party is organized, dated reasonably near the date of
the initial extension of credit, listing the charter such Loan Party and each
amendment thereto on file in such office and certifying that (A) such
amendments are the only amendments to such Person’s Charter on file in such
office, (B) such Person has paid all franchise taxes to the date of such
certificate and (C) such Person is duly organized and in good standing
under the laws of such jurisdiction;


 


(iii)                               a telephonic confirmation from the
Secretary of State or other applicable Governmental Authority of each
jurisdiction in which each such Person is organized certifying that such Person
is duly organized and in good standing under the laws of such jurisdiction on the
date of the initial extension of credit, together with a written confirmatory
report in respect thereof prepared by, or on behalf of, a filing service
acceptable to the Administrative Agent; and


 


(iv)                              a copy of a certificate of the
Secretary of State or other applicable Governmental Authority of each
jurisdiction in which TTPC, LP, the Borrower and each of its Subsidiaries is
required to be qualified as a foreign corporation or entity, except where the
failure to be so qualified would not have a Material Adverse Effect, dated
reasonably near the date of the initial extension of credit, stating that such
Person is duly qualified and in good standing as a foreign corporation or
entity in each such jurisdiction and has filed all annual reports required to
be filed to the date of such certificate; and telephonic confirmation from the
Secretary of State or other applicable Governmental Authority of each such
jurisdiction on the date of the initial extension of credit as to the due
qualification and continued good standing of each such Person as a foreign
corporation or entity in each such jurisdiction on or about such date, together
with a written confirmatory report in respect thereof prepared by, or on behalf
of, a filing service acceptable to the Administrative Agent.


 


(o)           Legal Opinions.  The
Administrative Agent shall have received the following executed legal opinions:


 


(i)                                     the legal opinion of Dechert LLP,
counsel to the Borrower and its Subsidiaries, substantially in the form of
Exhibit E-1;


 


(ii)                                  the legal opinion of Douglas L.
Abramson, General Counsel of the Borrower, substantially in the form of Exhibit
E-2;


 


(iii)                               each legal opinion, if any,
delivered in connection with the Acquisition Agreement, accompanied by a
reliance letter in favor of the Lenders; and


 


(iv)                              the legal opinion of such other
special and local counsel as may be required by the Administrative Agent.


 


Each such
legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably
require.


 


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(p)                                 Pledged Stock; Stock Power; Pledged
Notes.  The Administrative Agent shall have received
(i) the certificates representing the shares of Capital Stock pledged pursuant
to the Guarantee and Collateral Agreement, together with an undated stock power
for each such certificate executed in blank by a duly authorized officer of the
pledgor thereof and (ii) each promissory note (including the Subordinated
Intercompany Note) pledged to the Administrative Agent pursuant to the
Guarantee and Collateral Agreement endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank satisfactory to the
Administrative Agent) by the pledgor thereof.


 


(q)                                 Filings, Registrations and
Recordings.  Each document (including, without
limitation, any UCC financing statement) required by the Security
Documents or under law or reasonably requested by the Administrative Agent to
be filed, registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the Secured Parties, a perfected Lien
on, and security interest in, the Collateral described therein, prior and
superior in right to any other Person (other than Permitted Liens), shall have
been delivered to the Administrative Agent in proper form for filing,
registration or recordation.


 


(r)                                    Insurance. 
The Administrative Agent shall have received insurance certificates
satisfying the requirements of Section 4.22 and of Section 5.3(b) of
the Guarantee and Collateral Agreement.


 


(s)                                  Management. 
The Lenders shall be satisfied that senior management acceptable to them
is available to manage the Borrower and its Subsidiaries on and after the
Closing Date and, if requested by the Lenders, subject to long-term employment
agreements acceptable to the Lenders.


 


(t)                                    Consents to Assignment. 
(i) The Administrative Agent shall have received (A) a Consent to
Assignment with respect to the agreements listed in Part I of
Schedule 5.1(t), duly executed and delivered by a duly authorized officer
of Delta, (B) a Consent to Assignment with respect to the agreements listed in
Part II of Schedule 5.1(t), duly executed and delivered by a duly
authorized officer of each of NWA and Northwest, (C) a Consent to Assignment with
respect to the agreements listed in Part III of Schedule 5.1(t), duly
executed and delivered by a duly authorized officer of American and (D) any
other Consents to Assignment obtained pursuant to clause (ii) hereof and (ii)
the Administrative Agent shall be satisfied that the Sponsors, TTPC and the
Borrower have used commercially reasonable efforts to obtain Consents to
Assignment from the counterparties to the Online Provider Agreements.


 


(u)                                 Landlord Estoppels and Consents. 
The Administrative Agent shall have received a duly executed and
delivered Lessor’s Estoppel and Consent in form and substance satisfactory to
the Administrative Agent, with respect to the Lease Agreement, dated as of
February 7, 1990, between the Borrower and Delta.


 


(v)                                 Miscellaneous. 
The Administrative Agent shall have received such other documents,
agreements, certificates and information as it shall reasonably request.


 


5.2                                 Conditions to Each Extension of
Credit.  The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including, without


 


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limitation, its initial
extension of credit) is subject to the satisfaction of the following conditions
precedent:


 


(a)                                  Representations and Warranties. 
Each of the representations and warranties made by any Loan Party in or
pursuant to the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date, except for
representations and warranties expressly stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct as of such earlier date.


 


(b)                                 No Default. 
No Default or Event of Default shall have occurred and be continuing on
such date or after giving effect to the extensions of credit requested to be
made on such date.


 


(c)                                  Senior Debt. 
A Responsible Officer of TTPC shall certify in writing to the
Administrative Agent that the incurrence of Indebtedness represented by the
requested extensions of credit is permitted under the Seller Notes.


 


Each borrowing
by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall
constitute a representation and warranty by TTPC, LP and the Borrower as of the
date of such extension of credit that the conditions contained in this
Section 5.2 have been satisfied.


 


SECTION 6.  AFFIRMATIVE COVENANTS


 


TTPC, LP and the Borrower hereby jointly and
severally agree that, so long as the Commitments remain in effect, any Letter
of Credit remains outstanding or any Loan or other amount is owing hereunder to
any Lender, any Arranger or any Agent, each of TTPC, LP and the Borrower shall
and shall cause each of its Subsidiaries to:


 


6.1                                 Financial Statements.  Furnish to each Agent and each Lender:


 


(a)                                  as soon as available, but in any
event within 90 days after the end of each fiscal year of the Borrower, a
copy of the audited consolidated and unaudited consolidating balance sheet of
(i) the Borrower and its consolidated Subsidiaries and (ii) of TTPC, in each
case, as at the end of such year and, in each case, the related audited
consolidated statements of income and of cash flows for such year, setting
forth in each case in comparative form the figures for the previous year,
reported on without a “going concern” or like qualification or exception, or
qualification arising out of the scope of the audit, by PricewaterhouseCoopers
LLP or other independent certified public accountants of nationally recognized
standing;


 


(b)                                 as soon as available, but in any
event not later than 45 days after the end of each of the first three quarterly
periods of each fiscal year of the Borrower, the unaudited consolidated balance
sheet of (i) the Borrower and its consolidated Subsidiaries and (ii) of TTPC,
in each case, as at the end of such quarter and, in each case, the related
unaudited consolidated statements of income and of cash flows for such quarter
and the portion of the fiscal year through the end of such quarter, setting
forth in each case in comparative form the figures for the previous year,
Certified by the chief executive officer and the Chief Financial Officer; and


 


65

















 


(c)                                  as soon as available, but in any
event not later than 45 days after the end of each month occurring during each
fiscal year of the Borrower (other than the third, sixth, ninth and twelfth
such month), the unaudited consolidated balance sheets of the Borrower and its
consolidated Subsidiaries as at the end of such month and the related unaudited
consolidated statements of income and of cash flows for such month and the
portion of the fiscal year through the end of such month, setting forth in each
case in comparative form the figures for the previous year, Certified by the
chief executive officer and the Chief Financial Officer;


 


all such
financial statements shall be complete and correct in all material respects and
shall be prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case may be, and
disclosed therein).


 


6.2                                 Certificates; Other Information.  Furnish to each Agent and each Lender, or,
in the case of clause (k), to the relevant Lender:


 


(a)                                  concurrently with the delivery of
the financial statements referred to in Section 6.1(a), a certificate of
the independent certified public accountants reporting on such financial
statements stating that in making the examination necessary therefor no
knowledge was obtained of any Default or Event of Default, except as specified
in such certificate;


 


(b)                                 concurrently with the delivery of
any financial statements pursuant to Section 6.1, (i) a certificate of a
Responsible Officer stating that, to the best of each such Responsible
Officer’s knowledge, each Loan Party during such period has observed or
performed all of its covenants and other agreements, and satisfied every
condition, contained in this Agreement and the other Loan Documents to which it
is a party to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate and (ii) in the case of
quarterly or annual financial statements, (x) a Compliance Certificate
containing all information and calculations necessary for determining
compliance by each Loan Party and its Subsidiaries with the provisions of this
Agreement referred to therein as of the last day of the fiscal quarter or fiscal
year of the Borrower, as the case may be, and (y) to the extent not previously
disclosed to the Administrative Agent in writing, a listing of any county,
state, territory, province, region or any other jurisdiction, or any political
subdivision thereof, whether of the United States or otherwise, where any Loan
Party keeps inventory or equipment (other than mobile goods) and of any
Intellectual Property owned by any Loan Party which is of the type described in
Section 4.9(b) since the date of the most recent list delivered pursuant
to this clause (y) (or, in the case of the first such list so delivered, since
the Closing Date);


 


(c)                                  as soon as available, and in any
event no later than 45 days after the end of each fiscal year of the Borrower,
a detailed consolidated budget for the Borrower and its Subsidiaries for the
following fiscal year (including a projected consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of the following fiscal year, and
the related consolidated statements of projected cash flow, projected changes
in financial


 


66

















 


position and projected income), and, as soon
as available, significant revisions, if any, of such budget and projections
with respect to such fiscal year (collectively, the “Projections”), which
Projections shall in each case be accompanied by a certificate of a Responsible
Officer stating that such Projections are based on reasonable estimates,
information and assumptions and that such Responsible Officer has no reason to
believe that such Projections are incorrect or misleading in any material
respect;


 


(d)                                 within 45 days after the end of each
fiscal quarter of the Borrower, a narrative discussion and analysis of the
financial condition and results of operations of the Borrower and its
Subsidiaries for such fiscal quarter and for the period from the beginning of
the then current fiscal year to the end of such fiscal quarter, as compared to
the portion of the Projections covering such periods and to the comparable
periods of the previous year;


 


(e)                                  no later than 10 days prior to the
effectiveness thereof, copies of substantially final drafts of any proposed
amendment, supplement, waiver or other modification with respect to the Senior
Note Documentation, the Seller Note Documentation or the Governing Documents of
any Loan Party or any of its Subsidiaries, whether or not permitted hereby and
any material supplement, waiver or other modification of any Acquisition
Documentation;


 


(f)                                    within five days after the same are
sent, copies of all financial statements and reports that TTPC, LP, the
Borrower or any of its Subsidiaries sends to the holders of any class of its
debt securities or public equity securities and, within five days after the
same are filed, copies of all financial statements and reports that any Loan
Party or any of its Subsidiaries may file with, the SEC;


 


(g)                                 as soon as possible and in any event
within four days of obtaining knowledge thereof:  (i)  notice of any
development, event, or condition that, individually or in the aggregate with
other developments, events or conditions arising under Environmental Laws that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect; and (ii)  any
notice that any Governmental Authority may condition approval of, or any
application for, an Environmental Permit or any other material Permit held by
any Loan Party or any of its Subsidiaries on terms and conditions that could
reasonably be expected to have a Material Adverse Effect on any Loan Party;


 


(h)                                 on the date of the occurrence
thereof, notice that (i) any or all of the obligations under the Senior
Note Indenture have been accelerated (or the trustee or the required holders of
Senior Notes has given notice that any or all such obligations are to be
accelerated), (ii) either a Delta Continuing Payment Termination or a Northwest
Continuing Payment Termination has occurred or (iii) payment under any of the
Seller Notes has been accelerated (or the holder thereof has given notice of
acceleration);


 


(i)                                     promptly upon receipt (or
simultaneously upon delivery), copies of all other written notices received by
or delivered to any Loan Party pursuant to the Senior Notes Documentation or
the Seller Note Documentation and any notice material to the


 


67

















 


Borrower’s obligations hereunder received
with respect to any Acquisition Documentation;


 


(j)                                     to the extent not included in
clauses (a) through (i) above, no later than the date the same are required to
be delivered thereunder, copies of all agreements, documents or other
instruments (including, without limitation, (i) audited and unaudited, pro
forma and other financial statements, reports, forecasts, and projections,
together with any required certifications thereon by independent public
auditors or officers of TTPC, LP, the Borrower or any of its Subsidiaries or
otherwise, (ii) press releases, (iii) statements or reports furnished
to any other holder of the securities of any Loan Party or any of its
Subsidiaries, and (iv) regular, periodic and special securities reports)
that any Loan Party or any of its Subsidiaries is required to provide pursuant
to the terms of the Senior Note Documentation or the Seller Notes; and


 


(k)                                  promptly, such additional financial
and other information as any Lender may from time to time reasonably request.


 


6.3                                 Payment of Obligations.  Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature (including Taxes, assessments and
governmental changes or levies imposed upon it or upon its income or profits or
in respect of its property), except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
TTPC, LP, the Borrower or its Subsidiaries, as the case may be.


 


6.4                                 Conduct of Business and Maintenance
of Existence, etc. 
(a) (i) Preserve, renew and keep in full force and effect its
corporate or other organizational existence and (ii) take all reasonable action
to maintain all rights, privileges, franchises Permits and licenses necessary
or desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 7.4 and except, in the case of clause (ii)
above, to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect; and (b) to the extent not in conflict with this
Agreement or the other Loan Documents, comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 


6.5                                 Maintenance of Property; Leases;
Insurance.  (a)  Keep all Property and systems useful and
necessary in its business in good working order and condition, ordinary wear
and tear excepted.


 


(b)                                 Comply with the terms of each
material lease of Real Estate so as to not permit any material uncured default
on its part to exist thereunder, except for terms contested in good faith by
appropriate proceedings and where reserves in conformity with GAAP with respect
thereto have been provided on the books of TTPC, LP, the Borrower or its
Subsidiaries, as the case may be.


 


68

















 


(c)                                  Maintain with financially sound and
reputable insurance companies insurance on all its Property (including, without
limitation, all inventory, equipment and vehicles) in at least such amounts and
against at least such risks as are usually insured against in the same general
area by companies engaged in the same or a similar business; and furnish to the
Administrative Agent with copies for each Secured Party, upon written request,
full information as to the insurance carried; provided that in any event
each Loan Party and its Subsidiaries will maintain (i) property and
casualty insurance on all Property on an all risks basis (including the perils
of flood and quake, loss by fire, explosion and theft and such other risks and
hazards as are covered by a standard extended coverage insurance policy),
covering the repair or replacement cost of all such Property and consequential
loss coverage for business interruption and extra expense (which shall include
construction expenses and such other business interruption expenses as are
otherwise generally available to similar businesses) and (ii) public liability
insurance.  All such insurance with
respect to each Loan Party and its Subsidiaries shall be provided by insurers
or reinsurers which (x) in the case of United States insurers and reinsurers,
have an A.M. Best policyholders rating of not less than A- with respect to
primary insurance and B+ with respect to excess insurance and (y) in the case
of non-United States insurers or reinsurers, the providers of at least 80% of
such insurance have either an ISI policyholders rating of not less than A, an
A.M. Best policyholders rating of not less than A- or a surplus of not less
than $500,000,000 with respect to primary insurance, and an ISI policyholders
rating of not less than BBB with respect to excess insurance, or, if the
relevant insurance is not available from such insurers, such other insurers as
the Administrative Agent may approve in writing.  All insurance shall (i) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
until at least 30 days after receipt by the Administrative Agent of written
notice thereof, (ii) if reasonably requested by the Administrative Agent,
include a breach of warranty clause, (iii) if applicable,  contain a “Replacement Cost Endorsement”
with a waiver of depreciation and a waiver of subrogation against any Secured
Party, (iv) if applicable, contain a standard noncontributory loss payable
clause naming the Administrative Agent (and/or such other party as may be
designated by the Administrative Agent) as the party to which all payments made
by such insurance company shall be paid (other than with respect to leased
equipment), (v) if requested by the Administrative Agent, contain endorsements
providing that no Loan Party or any of its Subsidiaries, any Secured Party or
any other Person shall be a co-insurer under such insurance policies, and (vi)
be reasonably satisfactory in all other respects to the Administrative
Agent.  Each Secured Party shall be
named as an additional insured on all liability insurance policies of each Loan
Party and its Subsidiaries and the Administrative Agent shall be named as loss
payee on all property and casualty insurance policies (other than workers’
compensation policies) of each such Person.


 


(d)                                 Deliver to the Administrative Agent
on behalf of the Secured Parties, (i) on the Closing Date, a certificate
dated such date showing the amount and types of insurance coverage as of such
date, (ii) upon request of any Secured Party from time to time, full
information as to the insurance carried, (iii) promptly following receipt of
notice from any insurer, a copy of any notice of cancellation or material
change in coverage from that existing on the Closing Date, (iv) forthwith,
notice of any cancellation or nonrenewal of coverage by any Loan Party or any
of its Subsidiaries, and (v) promptly after such information is available to
any Loan Party or any of its Subsidiaries, full information as to any claim for
an amount in excess of $2,500,000 with respect to any property and casualty
insurance policy maintained by any Loan Party or its Subsidiaries.  So long as no Default or Event of Default
has occurred and is


 


69

















 


continuing, all claims under
casualty insurance policies shall be adjusted by and paid to the Borrower to be
reinvested or applied as required by Section 2.12.


 


6.6                                 Inspection of Property; Books and
Records; Discussions.  (a)  Keep proper books of records and account in
which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities and (b) permit representatives of any Lender to
visit and inspect any of its properties and examine and, at the Borrower’s
expense, make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Loan Parties
and their Subsidiaries with officers and employees of the Loan Parties and
their Subsidiaries and with their respective independent certified public
accountants.


 


6.7                                 Notices. 
Promptly give notice to the Administrative Agent and each Lender of:


 


(a)                                  the occurrence of any Default or
Event of Default;


 


(b)                                 any (i) default or event of default
(or alleged default) under any Contractual Obligation of any Loan Party or any
of its Subsidiaries or (ii) litigation, investigation or proceeding which
may exist at any time between any Loan Party or any of its Subsidiaries and any
Governmental Authority, that in either case, if not cured or if adversely
determined, as the case may be, could reasonably be expected to have a Material
Adverse Effect;


 


(c)                                  any litigation or proceeding
affecting any Loan Party or any of its Subsidiaries in which the amount
involved is $2,500,000 or more and not covered by insurance or in which
injunctive or similar relief is sought;


 


(d)                                 the following events, as soon as
possible and in any event within 30 days after any Loan Party or any of its
Subsidiaries knows or has reason to know thereof:  (i) the occurrence of any Reportable Event with respect to any
Plan, a failure to make any required contribution to a Plan, the creation of
any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution
of proceedings or the taking of any other action by the PBGC or the Borrower or
any Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the termination, Reorganization or Insolvency of, any Plan;


 


(e)                                  any development or event that has
had or could reasonably be expected to have a Material Adverse Effect;


 


(f)                                    receipt of any notice of termination
pursuant to Section 7.1 or 7.2 of the Delta FASA or Section 7.1 or
7.2 of the Northwest FASA; and


 


(g)                                 the determination by Loan Party or
Subsidiary thereof that the Loans, the Acquisition or any other transaction
contemplated hereby is required to be treated as a “reportable transaction” (within
the meaning of Treasury Regulation 1.6011-4).


 


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Each notice
pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action TTPC, LP, the Borrower or the relevant Subsidiary
proposes to take with respect thereto.


 


6.8                                 Environmental Laws.  (a)  Comply in all
material respects with, and ensure compliance in all material respects by all
tenants and subtenants, if any, with, all applicable Environmental Laws and
Environmental Permits, and obtain, maintain and comply in all material respects
with and ensure that all tenants and subtenants obtain, maintain and comply in
all material respects with, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.


 


(b)                                 Conduct and complete all
investigations, studies, sampling and testing, and all remedial, removal and
other actions required under Environmental Laws and promptly comply in all
material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws.


 


6.9                                 Interest Rate Protection.  In the case of the Borrower, within 60 days
after the Closing Date, enter into Hedge Agreements to the extent necessary to
provide that at least 50% of the aggregate principal amount of the Borrower’s
Funded Debt is subject to either a fixed interest rate or interest rate
protection for a period of not less than three years, which Hedge Agreements
shall have terms and conditions reasonably satisfactory to the Administrative
Agent.


 


6.10                           Additional Collateral, etc.  (a) 
With respect to any Property acquired after the Closing Date by any Loan
Party or any of its Subsidiaries (other than (x) any Property described in
paragraphs (b), (c) or (d) of this Section, (y) any Property subject to a Lien
expressly permitted by Section 7.3(g) and (z) Property acquired by an
Excluded Foreign Subsidiary) as to which the Administrative Agent, for the
benefit of the Secured Parties, does not have a perfected security interest,
promptly (and, in any event, within five days following the date of such
acquisition) (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement or such other documents as
the Administrative Agent deems reasonably necessary to grant to the
Administrative Agent, for the benefit of the Secured Parties, a security
interest in such Property and (ii) take all actions as the Administrative Agent
deems reasonably necessary to grant to the Administrative Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in
such Property, including, without limitation, the filing of UCC financing
statements in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be requested by the Administrative
Agent and, with respect to certain material Contractual Obligations, if and to
the extent requested by the Administrative Agent, using commercially reasonable
efforts to obtain a Consent to Assignment from the counterparty to such
Contractual Obligation.


 


(b)                                 With respect to any fee interest in
any Real Estate having a value (together with improvements thereof) of at least
$1,000,000 or any lease of Real Estate contemplating an initial annual rent
payment, including projected percentage rent, after the expiration of any free
rent or “rent abatement” period of at least $1,000,000 acquired or leased after
the Closing Date or thereafter attaining such a value or rent threshold, as the
case may be, by any Loan Party or any of its Subsidiaries (other than any such
real property owned by an Excluded Foreign Subsidiary or subject to a Lien
expressly permitted by Section 7.3(g)), promptly (and, in any


 


71

















 


event, within 30 days following
the date of such acquisition)  (i) execute and deliver a first priority
Mortgage (and obtain a mortgagee’s title insurance policy) in favor of the Administrative
Agent, for the benefit of the Secured Parties, covering such real property,
(ii) if requested by the Administrative Agent, provide the Secured Parties with
(x) title and extended coverage insurance covering such real property in an
amount at least equal to the purchase price of such real property (or such
other amount as shall be reasonably specified by the Administrative Agent) as
well as a current ALTA survey thereof (in form and substance reasonably
satisfactory to the Administrative Agent), together with a surveyor’s
certificate and (y) any consents or estoppels reasonably deemed necessary or
advisable by the Administrative Agent in connection with such Mortgage, each of
the foregoing in form and substance reasonably satisfactory to the Administrative
Agent, (iii) if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent, and (iv) if required by the
Administrative Agent, agree to amendments to the Loan Documents to provide for
such additional representations, warranties and covenants as are customarily
associated with loans secured by real property.


 


(c)                                  With respect to any new Subsidiary
(other than an Excluded Foreign Subsidiary) created or acquired after the
Closing Date (which, for the purposes of this paragraph, shall include any
existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by any
Loan Party or any of its Subsidiaries, promptly (and, in any event, within 15
days following such creation or the date of such acquisition)  (i)
execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral Agreement as the Administrative Agent deems necessary
to grant to the Administrative Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in the Capital Stock of such new
Subsidiary that is owned by any Loan Party or any of its Subsidiaries, (ii)
deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by
a duly authorized officer of such Loan Party or such Subsidiary, as the case may
be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee
and Collateral Agreement and an Intellectual Property Security Agreement, if
applicable, and (B) to take such actions as the Administrative Agent deems
reasonably necessary to grant to the Administrative Agent for the benefit of
the Secured Parties a perfected first priority security interest in the
Collateral described in the Guarantee and Collateral Agreement and the
Intellectual Property Security Agreement with respect to such new Subsidiary,
including, without limitation, the recording of instruments in the United
States Patent and Trademark Office and the United States Copyright Office, the
execution and delivery by all necessary Persons of Control Agreements and the
filing of UCC financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement, such Intellectual Property Security
Agreement or by law or as may be requested by the Administrative Agent, and
(iv) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to
the Administrative Agent.


 


(d)                                 With respect to any new Excluded
Foreign Subsidiary created or acquired after the Closing Date by TTPC, LP, the
Borrower or any of its Subsidiaries, promptly (and, in any event, within 15
days following such creation or the date of such acquisition)  (i)
execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral


 


72

















 


Agreement as the Administrative
Agent deems necessary or advisable in order to grant to the Administrative
Agent, for the benefit of the Secured Parties, a perfected first priority
security interest in the Capital Stock of such new Subsidiary that is owned by
TTPC, LP, the Borrower or any of its Domestic Subsidiaries (provided
that in no event shall more than 65% of the total outstanding Capital Stock of
any such new Subsidiary be required to be so pledged), (ii) deliver to the
Administrative Agent the certificates (if issued or required to be issued by
such Subsidiary) representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the
owner thereof and take such other action as may be necessary or, in the opinion
of the Administrative Agent, desirable to perfect the security interest of the
Administrative Agent thereon, (iii) in the event such new Subsidiary loans or
advances any funds to, or borrows any funds from, a Loan Party, cause such new
Subsidiary to become a party to the Subordinated Intercompany Note, and (iv) if
requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.


 


(e)                                  Notwithstanding anything to the
contrary in this Section 6.10, paragraphs (a), (b), (c) and (d) of this
Section 6.10 shall not apply to any Property, new Subsidiary or new
Excluded Foreign Subsidiary created or acquired after the Closing Date, as
applicable, as to which the Administrative Agent has determined in its sole
discretion that the collateral value thereof is insufficient to justify the
difficulty, time and/or expense of obtaining a perfected security interest
therein.


 


(f)                                    With respect to any Immaterial
Subsidiary (other than an Excluded Foreign Subsidiary) that ceases to meet the
requirements therefor set forth in Sections 4.26 and 6.14 at any time after the
Closing Date, promptly (and, in any event, (x) with respect to any Subsidiary
that is incorporated or organized under the laws of a jurisdiction within the
United States of America, within 15 days following such determination, and (y)
with respect to any Subsidiary that is incorporated or organized under the laws
of any other jurisdiction, within 45 days following such determination) (i)
cause such Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement and, if applicable, execute an Intellectual Property Security
Agreement and (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Secured Parties a perfected first
priority security interest in the Collateral described in the Guarantee and
Collateral Agreement and any such Intellectual Property Security Agreement with
respect to such Subsidiary, including, without limitation, the recording of
instruments in the United States Patent and Trademark Office and the United
States Copyright Office, the execution and delivery by all necessary Persons of
Control Agreements and the filing of UCC financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement,
such Intellectual Property Security Agreement or by law or as may be requested
by the Administrative Agent, and (ii) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.


 


6.11                           Use of Proceeds.  Use the proceeds of the Loans only for the purposes specified in
Section 4.16.


 


73

















 


6.12                           ERISA Documents.  The Borrower will cause to be delivered to the Administrative
Agent, promptly upon the Administrative Agent’s request, any or all of the
following:  (i) a copy of each Plan (or,
where any such Plan is not in writing, a complete description thereof) and, if
applicable, related trust agreements or other funding instruments and all
amendments thereto, and all written interpretations thereof and written descriptions
thereof that have been distributed to employees or former employees of the
Borrower or any of its Subsidiaries; (ii) the most recent determination letter
issued by the Internal Revenue Service with respect to each Plan; (iii) for the
three most recent plan years preceding the Administrative Agent’s request,
Annual Reports on Form 5500 Series required to be filed with any governmental
agency for each Plan; (iv) a listing of all Multiemployer Plans, with the
aggregate amount of the most recent annual contributions required to be made by
the Borrower or any Commonly Controlled Entity to each such Plan and copies of
the collective bargaining agreements requiring such contributions; (v) any
information that has been provided to the Borrower or any Commonly Controlled
Entity regarding withdrawal liability under any Multiemployer Plan; (vi) the
aggregate amount of payments made under any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) to any retired employees of the Borrower
or any of its Subsidiaries (or any dependents thereof) during the most recently
completed fiscal year; and (vii) documents reflecting any agreements between
the PBGC and the Borrower or any Commonly Controlled Entity with respect to any
Plan.


 


6.13                           Further Assurances.  From time to time execute and deliver, or cause to be executed
and delivered, such additional instruments, certificates or documents, and take
all such actions, as the Administrative Agent may reasonably request, for the
purposes of implementing or effectuating the provisions of this Agreement and
the other Loan Documents, or of more fully perfecting or renewing the rights of
the Administrative Agent and the Lenders with respect to the Collateral (or
with respect to any additions thereto or replacements or proceeds or products
thereof or with respect to any other property or assets hereafter acquired by
any Loan Party or any Subsidiary which may be deemed to be part of the
Collateral) pursuant hereto or thereto 
(including, without limitation, post-closing confirmatory UCC searches,
and the filing of any required UCC termination statements, in each case, at the
Borrower’s expense.  Upon the exercise
by the Administrative Agent or any Lender of any power, right, privilege or
remedy pursuant to this Agreement or the other Loan Documents which requires
any consent, approval, recording, qualification or authorization of any
Governmental Authority, the Borrower will execute and deliver, or will cause
the execution and delivery of, all applications, certifications, instruments
and other documents and papers that the Administrative Agent or such Lender may
be required to obtain from the Borrower or any of its Subsidiaries for such
governmental consent, approval, recording, qualification or authorization.


 


6.14                           Immaterial Subsidiaries.  Ensure that none of the Immaterial
Subsidiaries acquires any material assets, conducts any material business or
incurs any material Indebtedness or other liabilities (other than the
incurrence and repayment of the Indebtedness permitted by Sections 7.2(a) and
(k)).  Without limiting the foregoing,
(a) Consolidated EBITDA attributable to all Immaterial Subsidiaries shall not
at any time, for any fiscal period, exceed 5% of Consolidated EBITDA of the Borrower
and its Subsidiaries and (b) no Immaterial Subsidiary shall own assets with a
fair market value in excess of $5,000,000.


 


74

















 


6.15                           Post Closing Matters.  As soon as possible after the Closing Date
but in no event later than July 31, 2003 (unless otherwise agreed by the
Administrative Agent), cause each Subsidiary of the Loan Parties which itself
is not a Loan Party to duly execute and deliver to the Administrative Agent (i)
counterparts of the Subordinated Intercompany Note and (ii) an Acknowledgment
and Consent.


 


SECTION 7.  NEGATIVE COVENANTS


 


TTPC, LP and the Borrower hereby jointly and
severally agree that, so long as the Commitments remain in effect, any Letter
of Credit remains outstanding or any Loan or other amount is owing hereunder to
any Lender, any Arranger or any Agent, each of TTPC, LP and the Borrower shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly:


 


7.1                                 Financial Condition Covenants.


 


(a)                                  Consolidated Secured Leverage Ratio. 
Permit the Consolidated Secured Leverage Ratio of the Borrower as at the
last day of any period of four consecutive fiscal quarters ending with the last
day of any fiscal quarter set forth below to exceed the ratio set forth below
opposite such fiscal quarter:


 


	
  Fiscal Quarter

  	
   

  	
  Consolidated

  Secured

  Leverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FQ3 2003

  	
   

  	
  1.65:1.00

  	
   

  
	
  FQ4 2003

  	
   

  	
  1.65:1.00

  	
   

  
	
  FQ1 2004

  	
   

  	
  1.65:1.00

  	
   

  
	
  FQ2 2004

  	
   

  	
  1.65:1.00

  	
   

  
	
  FQ3 2004

  	
   

  	
  1.50:1.00

  	
   

  
	
  FQ4 2004

  	
   

  	
  1.50:1.00

  	
   

  
	
  FQ1 2005

  	
   

  	
  1.50:1.00

  	
   

  
	
  FQ2 2005

  	
   

  	
  1.50:1.00

  	
   

  
	
  FQ3 2005

  	
   

  	
  1.25:1.00

  	
   

  
	
  FQ4 2005

  	
   

  	
  1.25:1.00

  	
   

  
	
  FQ1 2006

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ2 2006

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ3 2006

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ4 2006

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ1 2007

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ2 2007

  	
   

  	
  1.00:1.00

  	
   

  



 


(b)                                 Consolidated Leverage Ratio. 
Permit the Consolidated Leverage Ratio of the Borrower as at the last
day of any period of four consecutive fiscal quarters ending with the last day
of any fiscal quarter set forth below to exceed the ratio set forth below
opposite such fiscal quarter:


 


75

















 


	
  Fiscal Quarter

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FQ3 2003

  	
   

  	
  4.00:1.00

  	
   

  
	
  FQ4 2003

  	
   

  	
  3.85:1.00

  	
   

  
	
  FQ1 2004

  	
   

  	
  3.85:1.00

  	
   

  
	
  FQ2 2004

  	
   

  	
  3.85:1.00

  	
   

  
	
  FQ3 2004

  	
   

  	
  3.75:1.00

  	
   

  
	
  FQ4 2004

  	
   

  	
  3.75:1.00

  	
   

  
	
  FQ1 2005

  	
   

  	
  3.50:1.00

  	
   

  
	
  FQ2 2005

  	
   

  	
  3.50:1.00

  	
   

  
	
  FQ3 2005

  	
   

  	
  3.25:1.00

  	
   

  
	
  FQ4 2005

  	
   

  	
  3.25:1.00

  	
   

  
	
  FQ1 2006

  	
   

  	
  3.00:1.00

  	
   

  
	
  FQ2 2006

  	
   

  	
  3.00:1.00

  	
   

  
	
  FQ3 2006

  	
   

  	
  2.75:1.00

  	
   

  
	
  FQ4 2006

  	
   

  	
  2.75:1.00

  	
   

  
	
  FQ1 2007

  	
   

  	
  2.75:1.00

  	
   

  
	
  FQ2 2007

  	
   

  	
  2.75:1.00

  	
   

  



 


(c)                                  Consolidated Interest Coverage Ratio. 
Permit the Consolidated Interest Coverage Ratio of the Borrower for any
period of four consecutive fiscal quarters ending with last day of any fiscal
quarter set forth below to be less than the ratio set forth below opposite such
fiscal quarter:


 


76

















 


	
  Fiscal Quarter

  	
   

  	
  Consolidated

  Interest Coverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FQ3 2003

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ4 2003

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ1 2004

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ2 2004

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ3 2004

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ4 2004

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ1 2005

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ2 2005

  	
   

  	
  2.15:1.00

  	
   

  
	
  FQ3 2005

  	
   

  	
  2.50:1.00

  	
   

  
	
  FQ4 2005

  	
   

  	
  2.50:1.00

  	
   

  
	
  FQ1 2006

  	
   

  	
  2.75:1.00

  	
   

  
	
  FQ2 2006

  	
   

  	
  2.75:1.00

  	
   

  
	
  FQ3 2006

  	
   

  	
  3.00:1.00

  	
   

  
	
  FQ4 2006

  	
   

  	
  3.00:1.00

  	
   

  
	
  FQ1 2007

  	
   

  	
  3.00:1.00

  	
   

  
	
  FQ2 2007

  	
   

  	
  3.00:1.00

  	
   

  



 


(d)                                 Consolidated Fixed Charge Coverage
Ratio.  Permit the Consolidated Fixed Charge
Coverage Ratio of the Borrower for any period of four consecutive fiscal
quarters ending with the last day of any fiscal quarter set forth below to be
less than the ratio set forth below opposite such fiscal quarter:


 


77

















 


	
  Fiscal Quarter

  	
   

  	
  Consolidated

  Fixed Charge

  Coverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FQ3 2003

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ4 2003

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ1 2004

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ2 2004

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ3 2004

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ4 2004

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ1 2005

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ2 2005

  	
   

  	
  1.00:1.00

  	
   

  
	
  FQ3 2005

  	
   

  	
  1.10:1.00

  	
   

  
	
  FQ4 2005

  	
   

  	
  1.10:1.00

  	
   

  
	
  FQ1 2006

  	
   

  	
  1.10:1.00

  	
   

  
	
  FQ2 2006

  	
   

  	
  1.10:1.00

  	
   

  
	
  FQ3 2006

  	
   

  	
  1.10:1.00

  	
   

  
	
  FQ4 2006

  	
   

  	
  1.10:1.00

  	
   

  
	
  FQ1 2007

  	
   

  	
  1.10:1.00

  	
   

  
	
  FQ2 2007

  	
   

  	
  1.10:1.00

  	
   

  



 


7.2                                 Limitation on Indebtedness.  Create, incur, assume or suffer to exist any
Indebtedness, except:


 


(a)                                  Indebtedness of any Loan Party
created under any Loan Document;


 


(b)                                 unsecured Indebtedness of the
Borrower to any Solvent Subsidiary and of any Wholly Owned Subsidiary Guarantor
to the Borrower or any other Solvent Subsidiary; provided that such
Indebtedness is evidenced by, and subject to the terms and conditions of, the
Subordinated Intercompany Note and is otherwise subordinated in right of
payment to the Obligations under the Loan Documents on terms and conditions
satisfactory to the Administrative Agent;


 


(c)                                  Indebtedness of the Borrower and its
Subsidiaries (including, without limitation, Capital Lease Obligations) secured
by Liens permitted by Section 7.3(g) which, when added to the outstanding
Capital Lease Obligations permitted by Section 7.2(d), would not exceed
the sum of $25,000,000 and the aggregate amount of Capital Lease Obligations
permitted by Section 7.2(d) as of the Closing Date;


 


(d)                                 Indebtedness (other than the
Indebtedness referred to in Section 7.2(f)) of the Borrower and its
Subsidiaries outstanding on the date hereof and listed on Schedule 7.2(d)
and any refinancings, refundings, renewals or extensions thereof (without any
increase in the principal amount thereof or any shortening of the maturity of
any principal amount thereof);


 


78

















 


(e)                                  unsecured Guarantee Obligations made
in the ordinary course of business by the Borrower or any of its Subsidiaries
of obligations of the Borrower or any Subsidiary Guarantor;


 


(f)                                    unsecured Indebtedness of the
Borrower and WS Financing created under the Senior Note Indenture in respect of
the Senior Notes in an aggregate principal amount not to exceed $280,000,000
and Guarantee Obligations of any Subsidiary Guarantor in respect of such
Indebtedness and any Indebtedness refunding or refinancing such Indebtedness (provided
that (i) such Indebtedness does not increase the principal amount thereof, (ii)
such Indebtedness is issued on terms and conditions satisfactory to the Administrative
Agent, (iii) after giving effect to the incurrence of any
such Indebtedness on a pro forma basis, as if such incurrence of Indebtedness
had occurred on the first day of the twelve month period ending on the last day
of the Borrower’s then most recently completed fiscal quarter, the Borrower and
its Subsidiaries would have been in compliance with all the financial covenants
set forth in Section 7.1 and the Borrower shall have delivered to the
Administrative Agent a certificate of its Chief Financial Officer to such
effect setting forth in reasonable detail the computations necessary to
determine such compliance and (iv) no Default or Event of Default exists and is
continuing at the time of issuance thereof (both before and after giving effect
thereto));


 


(g)                                 unsecured Indebtedness evidenced by
the Seller Notes in an aggregate original principal amount not to exceed
$84,000,000, plus additions to the principal thereof resulting from the payment
in kind of the interest thereon pursuant to the terms thereof;


 


(h)                                 unsecured Indebtedness of TTPC
consisting of deferred purchase price adjustments and similar obligations, in
each case incurred pursuant to the Acquisition Documentation;


 


(i)                                     unsecured subordinated Indebtedness
of the Borrower and WS Financing and the unsecured subordinated guarantee by
any Subsidiary Guarantor in respect of such Indebtedness; provided that
(i) the proceeds thereof are used to repay the Obligations hereunder, (ii) such
Indebtedness is issued on terms and conditions satisfactory to the
Administrative Agent (including subordination terms satisfactory to the
Administrative Agent, a maturity date no earlier than the date which is six
months after the final maturity of the Loans hereunder and no
mandatory prepayments, redemptions, defeasements or sinking fund payments until
the Loans hereunder are paid in full), (iii) after giving effect to the
incurrence of any such Indebtedness on a pro forma basis, as if such incurrence
of Indebtedness had occurred on the first day of the twelve month period ending
on the last day of TTPC’s then most recently completed fiscal quarter, TTPC and
its Subsidiaries would have been in compliance with all the financial covenants
set forth in Section 7.1 and TTPC shall have delivered to the Administrative
Agent a certificate of its Chief Financial Officer to such effect setting forth
in reasonable detail the computations necessary to determine such compliance
and (iv) no Default or Event of Default exists and is continuing at the time of
issuance thereof (both before and after giving effect thereto);


 


79

















 


(j)                                     unsecured Indebtedness of the
Borrower consisting of the WSSO Software Agreement;


 


(k)                                  unsecured Indebtedness of any
Excluded Foreign Subsidiary in an aggregate principal amount outstanding for
all Excluded Foreign Subsidiaries not to exceed at any time $5,000,000 and
unsecured Guarantee Obligations of the Borrower with respect thereto;


 


(l)                                     unsecured Indebtedness in respect of
performance bonds, bid bonds, appeal and surety bonds and other obligations of
a like nature incurred in the ordinary course of business, including those
incurred to secure health, safety and environmental obligations in the ordinary
course of business, so long as the aggregate amount of deposits at any one time
securing appeal bonds does not exceed $1,000,000;


 


(m)                               Indebtedness in an amount not to
exceed $10,000,000 consisting of the guarantee provided by Worldspan for the
Fulton County Bonds pursuant to the terms thereof; and


 


(n)                                 additional unsecured Indebtedness of
the Borrower or any Guarantor in an aggregate principal amount (for the
Borrower and all Guarantors) not to exceed $15,000,000 (which amount shall be
reduced dollar for dollar by the amount of Indebtedness incurred pursuant to
Section 7.2(k)) at any one time outstanding.


 


7.3                                 Limitation on Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except
for:


 


(a)                                  Liens for taxes not yet due or which
are being contested in good faith by appropriate proceedings, provided
that adequate reserves with respect thereto are maintained on the books of the
applicable Loan Party or Subsidiary thereof, as the case may be, in conformity
with GAAP;


 


(b)                                 carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising
in the ordinary course of business which are not overdue for a period of more
than 30 days or that are being contested in good faith by appropriate
proceeding; provided that adequate reserves with respect thereto are
maintained on the books of the applicable Loan Party or Subsidiary, as the case
may be, in conformity with GAAP;


 


(c)                                  pledges or deposits in connection
with workers’ compensation, unemployment insurance and other social security
legislation;


 


(d)                                 deposits by or on behalf of the
Borrower or any of its Subsidiaries to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;


 


(e)                                  easements, rights-of-way,
restrictions and other similar encumbrances incurred in the ordinary course of
business that, in the aggregate, are not substantial in


 


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amount and which do not in any case
materially detract from the value of the Property subject thereto or materially
interfere with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;


 


(f)                                    Liens in existence on the date
hereof listed on Schedule 7.3(f), securing Indebtedness permitted by
Section 7.2(d), including Liens securing refinanced Indebtedness permitted
by Section 7.2(d), provided that no such Lien is spread to cover
any additional Property after the Closing Date and that the amount of
Indebtedness secured thereby is not increased;


 


(g)                                 Liens securing Indebtedness of the
Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(c) to
finance the acquisition of fixed or capital assets, provided that (i)
such Liens shall be created substantially simultaneously with the acquisition
of such fixed or capital assets, (ii) such Liens do not at any time encumber
any Property other than the Property financed by such Indebtedness and (iii)
the amount of Indebtedness secured thereby is not increased;


 


(h)                                 Liens created pursuant to the
Security Documents;


 


(i)                                     any interest or title of a lessor
under any lease entered into by the Borrower or any of its Subsidiaries in the
ordinary course of its business and covering only the assets so leased;


 


(j)                                     Liens (not otherwise permitted
hereunder) which secure obligations permitted hereunder not exceeding
$2,500,000 in the aggregate at any one time outstanding and with respect to
which no foreclosure or other enforcement actions have been commenced; provided
that the value of the subject property does not exceed $2,500,000 in the
aggregate at any time; and


 


(k)                                  Liens on the assets of any Excluded
Foreign Subsidiary or any other Subsidiary which is organized under the laws of
a jurisdiction other than the United States, which secure Indebtedness
permitted by Sections 7.2(k).


 


7.4                                 Limitation on Fundamental Changes.  Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
Property or business, except that:


 


(a)                                  any Solvent Subsidiary of the
Borrower may be merged or consolidated with or into the Borrower (provided
that the Borrower shall be the continuing or surviving corporation) or with or
into any Wholly Owned Subsidiary Guarantor (provided that the Wholly
Owned Subsidiary Guarantor shall be the continuing or surviving corporation);


 


(b)                                 any Solvent Immaterial Subsidiary
may be merged or consolidated with or into any other Immaterial Subsidiary (provided
that if either of such Immaterial Subsidiaries is a Guarantor, the
continuing or surviving corporation shall be a Guarantor);


 


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(c)                                  any Solvent Subsidiary that is not a
Domestic Subsidiary may be merged or consolidated with or into any other
Subsidiary that is not a Domestic Subsidiary (provided that if either of
such non-Domestic Subsidiaries is a Guarantor, the continuing or surviving
corporation shall be a Guarantor);


 


(d)                                 any Subsidiary of the Borrower may
Dispose of any or all of its assets (upon voluntary liquidation or otherwise)
to the Borrower or any Subsidiary Guarantor;


 


(e)                                  any Immaterial Subsidiary may
dispose of all or any of its assets (upon voluntary liquidation or otherwise)
to any other Immaterial Subsidiary (provided that if such Immaterial
Subsidiary is a Guarantor, it shall only dispose of such assets to another
Immaterial Subsidiary that is a Guarantor); and


 


(f)                                    any Subsidiary that is not a
Domestic Subsidiary may dispose of all or any of its assets (upon voluntary
liquidation or otherwise) to any other Subsidiary that is not a Domestic
Subsidiary (provided that if such non-Domestic Subsidiary is a
Guarantor, it shall only dispose of such assets to another non-Domestic
Subsidiary that is a Guarantor).


 


7.5                                 Limitation on Disposition of Property.  Dispose of any of its Property (including,
without limitation, receivables and leasehold interests), whether now owned or
hereafter acquired, or, in the case of any Subsidiary of TTPC, issue or sell
any shares of such Subsidiary’s Capital Stock to any Person, except:


 


(a)                                  the Disposition of obsolete or worn
out property in the ordinary course of business;


 


(b)                                 Dispositions permitted by Sections
7.4(d), 7.4(e) and 7.4(f);


 


(c)                                  the sale or issuance of (i) any
Subsidiary’s Capital Stock (other than Disqualified Stock) to the Borrower or
any Subsidiary Guarantor, (ii) the Borrower’s Capital Stock (other than
Disqualified Stock) to TTPC or LP or (iii) LP’s Capital Stock (other than
Disqualified Stock) to TTPC;


 


(d)                                 the Disposition by the Borrower or
any of its Subsidiaries of other assets 
(except the Fulton County Bonds) having a fair market value not to
exceed $5,000,000 in the aggregate for any fiscal year of the Borrower;


 


(e)                                  any Recovery Event, provided,
that the requirements of Section 2.12(b) are complied with in connection
therewith;


 


(f)                                    the license (or sublicense) of
Intellectual Property in the ordinary course of business, consistent with past
practice; and


 


(g)                                 Dispositions of equipment in
exchange for upgraded equipment of reasonably equivalent or greater value in
the ordinary course of business.


 


7.6                                 Limitation on Restricted Payments.  Declare or pay any dividend (other than
dividends payable solely in common stock (excluding Disqualified Stock) of the
Person


 


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making such dividend) on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of TTPC, LP, the Borrower or any of its
Subsidiaries, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of TTPC, LP, the Borrower or any of its Subsidiaries, or
enter into any derivatives or other transaction with any financial institution,
commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”)
obligating TTPC, LP, the Borrower or any of its Subsidiaries to make payments
to such Derivatives Counterparty as a result of any change in market value of
any such Capital Stock (collectively, “Restricted Payments”), except
that:


 


(a)                                  any Subsidiary may declare and pay
dividends to the Borrower or any Subsidiary Guarantor;


 


(b)                                 so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower may make
distributions to TTPC and LP to permit TTPC to purchase TTPC’s common stock or
common stock options from present or former officers or employees of TTPC, LP,
the Borrower or any Subsidiary upon the death, disability or termination of
employment of such officer or employee, provided, that the aggregate
amount of payments under this clause subsequent to the date hereof (net of any
proceeds received by TTPC and contributed to the Borrower subsequent to the
date hereof in connection with resales of any common stock or common stock
options so purchased) shall not exceed $2,000,000 in any 12-month period;


 


(c)                                  the Borrower may make distributions
to TTPC and LP (and LP may pay dividends to TTPC) (i) to permit TTPC to pay
corporate overhead and any other out-of-pocket expenses payable to
non-affiliated third parties incurred in the ordinary course of business not to
exceed $2,500,000 in any fiscal year and (ii) so long as the Borrower is
treated for income tax purposes as a disregarded entity or a partnership, in an
amount not to exceed the Tax Amount for any period;


 


(d)                                 so long as no Default or Event of
Default shall have occurred and be continuing, TTPC may repurchase shares of
Capital Stock held by the Sponsors to be sold as part of the Management
Investment;


 


(e)                                  the Borrower may make cash
distributions to TTPC and LP (and LP may pay dividends to TTPC) to permit TTPC
to pay cash interest then due and payable on the Seller Notes in an aggregate
amount not to exceed 5% per annum on the Seller Notes issued on the date
hereof, plus interest at the same rate on any additional Seller Notes issued to
pay interest thereon in excess of 5% pursuant to the terms of the Seller Notes
Documentation, so long as on the date of such payment (i) no Default or Event
of Default shall have occurred and be continuing (both before and after giving
effect to such payment), (ii) if calculated on such date, the Borrower would be
in pro forma compliance with the financial covenants set forth in
Section 7.1 and (iii) in each case, such cash payments are used within 30
days of such payment to make interest payments on such Seller Notes;


 


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(f)                                    so long as no Default or Event of
Default shall have occurred and be continuing (i) TTPC may pay cash dividends
in an aggregate amount not to exceed $600,000 in any fiscal year of the
Borrower and (ii) with the consent of the Administrative Agent (such consent
not to be unreasonably withheld), the Borrower may pay cash dividends to TTPC,
and TTPC may pay such cash dividends to the applicable shareholders, in
connection with acquisitions, divestitures and financings by TTPC or any of its
Subsidiaries that are otherwise permitted hereunder, when, as and if declared
by the board of directors pursuant to Section 4(B)(b)(i) of TTPC’s
Charter, in each case on shares of TTPC Class B Common Stock, par value $.01
per share; and


 


(g)                                 the dividend or distribution of the
equity interests of Worldspan Canada to TTPC and LP as part of the Canadian
Restructuring.


 


7.7                                 Limitation on Capital Expenditures.  Make or commit to make any Capital
Expenditure, except (a) Capital Expenditures of the Borrower and its
Subsidiaries in the ordinary course of business not exceeding $65,000,000 in
fiscal year 2003, $50,000,000 in each of fiscal years 2004, 2005 and 2006 and
$70,000,000 in fiscal year 2007; provided that (i) up to 100% of the
amount specified above for any fiscal year, if not so expended in the fiscal
year for which it is permitted, may be carried over for expenditure in the next
succeeding fiscal year only and (ii) Capital Expenditures made pursuant to this
clause (a) during any fiscal year shall be deemed made, first, in
respect of amounts originally permitted for such fiscal year as provided above
and second, in respect of amounts carried over from the prior fiscal
year pursuant to subclause (i) above and (b) Capital Expenditures made with the
proceeds of any Reinvestment Deferred Amount.


 


7.8                                 Limitation on Investments.  Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting an ongoing business from, or make any other investment in,
any other Person (all of the foregoing, “Investments”), except:


 


(a)                                  extensions of trade credit in the
ordinary course of business;


 


(b)                                 Investments in Cash Equivalents;


 


(c)                                  Investments arising in connection
with the incurrence of Indebtedness permitted by Section 7.2(b) and (e);


 


(d)                                 loans and advances to employees of
TTPC, LP, the Borrower or any Subsidiaries of the Borrower in the ordinary
course of business (including, without limitation, for travel, entertainment
and relocation expenses) in an aggregate amount for TTPC, LP, the Borrower and
Subsidiaries of the Borrower not to exceed $5,000,000 at any one time
outstanding;


 


(e)                                  the Acquisition;


 


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(f)                                    Investments in assets useful in the
Borrower’s or the applicable Subsidiary’s business made by the Borrower or any
of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount;


 


(g)                                 Investments (other than those
relating to the incurrence of Indebtedness permitted by Section 7.8(c)) by
TTPC, LP, the Borrower or any of its Subsidiaries in the Borrower or any Person
that, prior to such Investment, is a Subsidiary Guarantor that is organized
under the laws of any state of the United States;


 


(h)                                 Investments in Excluded Foreign
Subsidiaries arising in connection with the incurrence of Indebtedness permitted
by Section 7.2(k);


 


(i)                                     in addition to Investments otherwise
expressly permitted by this Section, Investments by the Borrower or any of its
Subsidiaries in an aggregate amount (valued at cost) not to exceed $15,000,000
during the term of this Agreement; and


 


(j)                                     Investments by TTPC and LP in
Canadian Parent as required by the Canadian Restructuring.


 


7.9                                 Limitation on Optional Payments and
Modifications of Indebtedness. 
(a)  Make or offer to make any optional or voluntary payment,
prepayment, repurchase or redemption of, or otherwise voluntarily or optionally
defease, any Indebtedness, or segregate funds for any such payment, prepayment,
repurchase, redemption or defeasance, or enter into any derivative or other
transaction with any Derivatives Counterparty obligating any Loan Party or any
of its Subsidiaries to make payments to such Derivatives Counterparty as a
result of any change in market value of such Indebtedness, other than the
prepayment of Indebtedness incurred hereunder; provided that TTPC (i)
may redeem or purchase any Seller Notes with Excluded Equity Proceeds and (ii)
may refinance the Senior Subordinate Notes with Indebtedness permitted under
Section 7.2(f), (b) amend, modify or otherwise change, or consent or agree
to any amendment, modification, waiver or other change to, any of the terms
(including, without limitation, the subordination terms) of any Indebtedness
(excluding the Indebtedness incurred under this Agreement or in connection with
any refinancing permitted under clause (a) if not otherwise prohibited by
Section 7.2) (other than any such amendment, modification, waiver or other
change which (i) would extend the maturity or reduce the amount of any payment
of principal thereof, reduce the rate or extend the date for payment of
interest thereon and (ii) does not involve the payment of a consent fee) or (c)
amend or permit the amendment of its Governing Documents in any manner
determined by the Administrative Agent to be adverse to the Lenders.


 


7.10                           Limitation on Transactions with
Affiliates.  Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than TTPC, LP,
the Borrower or any Subsidiary Guarantor except with respect to the Advisory
Agreement) unless such transaction is (a) not otherwise prohibited under
this Agreement, (b) in the ordinary course of business of TTPC, LP, the
Borrower or such Subsidiary, as the case may be or otherwise expressly
permitted under this Agreement, and (c) upon fair and reasonable terms no
less favorable to TTPC, LP, the Borrower or such


 


85

















 


Subsidiary, as the case may be,
than it would obtain in a comparable arm’s length transaction with a Person
that is not an Affiliate. 
Notwithstanding the foregoing, if no Default or Event of Default has
occurred and is continuing, (i) TTPC may pay to CVC and its Control Investment
Affiliates fees pursuant to a management agreement approved by the board of
directors of the Borrower in an aggregate amount not to exceed $900,000 plus
reasonable expenses in any fiscal year of the Borrower and (ii) the Borrower
and its subsidiaries may pay to TTPC management fees pursuant to the Advisory
Agreement in an aggregate amount not to exceed $1,500,000 plus reasonable
expenses in any fiscal year of the Borrower.


 


7.11                           Limitation on Sales and Leasebacks.  Enter into any arrangement with any Person
providing for the leasing by any Loan Party or any of its Subsidiaries of
Property which has been or is to be sold or transferred by such Loan Party or
such Subsidiary to such Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such Property or rental
obligations of such Loan Party or such Subsidiary.


 


7.12                           Limitation on Changes in Fiscal
Periods.  Permit the fiscal year
of any Loan Party or any of its Subsidiaries to end on a day other than
December 31 or change any Loan Party’s or any of its Subsidiaries’ method
of determining fiscal quarters.


 


7.13                           Limitation on Negative Pledge Clauses.  Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of any Loan Party
or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its Property or revenues, whether now owned or hereafter acquired,
to secure the Obligations or, in the case of any guarantor, its obligations
under the Guarantee and Collateral Agreement, other than (a) this
Agreement and the other Loan Documents, (b) any agreements governing any
purchase money Liens or Capital Lease Obligations otherwise permitted hereby,
including the permitted refinancing thereof (in which case, any prohibition or
limitation shall only be effective against the assets financed thereby),
(c) the Senior Note Indenture and the agreements governing any permitted
refinancing thereof, (d) the Seller Notes and (e) agreements governing any
Indebtedness permitted under Section 7.2(i) solely to the extent such
agreements contain such prohibitions and limitations substantially equivalent
to the corresponding provisions in the Senior Note Indenture.


 


7.14                           Limitation on Restrictions on
Subsidiary Distributions, etc.  Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Loan Party or any of its Subsidiaries (or, in
the case of clause (a) only, any Subsidiary of the Borrower) to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay or subordinate any Indebtedness owed to, any Loan Party or any other
Subsidiary, (b) make Investments in any Loan Party or any other Subsidiary
or (c) transfer any of its assets to any Loan Party or any other Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
any restrictions existing under the Loan Documents, (ii) any restrictions
under the Senior Note Indenture (or the agreements governing any permitted
refinancing thereof), the Seller Notes or any agreements governing Indebtedness
permitted under Section 7.2(i) solely to the extent such agreements
contain such encumbrances or restrictions substantially equivalent to the
corresponding provisions in the Senior Note Indenture and (iii) any
restrictions with respect to a Subsidiary imposed pursuant to an agreement that
has been


 


86

















 


entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary.


 


7.15                           Limitation on Lines of Business.  Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonably related thereto.


 


7.16                           Limitation on Amendments to
Acquisition Documentation. 
(a)  Amend, supplement, replace
or otherwise modify (whether pursuant to a waiver granted by or to such Person
or otherwise) or fail to enforce strictly the terms and conditions of the
Acquisition Agreement, Article 7 or Section 4.4 of the FASAS
(including Schedule 4.4 thereto) or the Acquisition Escrow Agreements,
except to the extent that such amendment, supplement or modification, in the Administrative
Agent’s discretion, could not reasonably be expected to be adverse to the
interests of any Arranger, any Agent or any Lender or (b) otherwise amend,
supplement or otherwise modify or fail to enforce the terms and conditions of
the other Acquisition Documentation (or any other provision of the FASAS)
except to the extent that any such amendment, supplement, modification or
failure to enforce could not reasonably be expected to materially adversely
affect the interests of any Arranger or any Agent or Lender.


 


7.17                           Limitation on Activities of TTPC and
LP.  In the case of TTPC and LP,
notwithstanding anything to the contrary in this Agreement or any other Loan
Document, (a) conduct, transact or otherwise engage in, or commit to
conduct, transact or otherwise engage in, any business or operations other than
those incidental to its ownership of the Capital Stock of LP, the Borrower and,
after commencement of and prior to completion of the Canadian Restructuring,
the Canadian Parent, (b) incur, create, assume or suffer to exist any
Indebtedness or other liabilities or financial obligations, except
(i) nonconsensual obligations imposed by operation of law,
(ii) pursuant to the Loan Documents to which it is a party, (iii) pursuant
to the Seller Notes, (iv) pursuant to the guarantee of the Borrower’s
obligations under the FASAS and (v) obligations with respect to its Capital
Stock, or (c) own, lease, manage or otherwise operate any properties or assets
(including cash (other than cash received in connection with dividends made by
the Borrower in accordance with Section 7.6 pending application in the
manner contemplated by said Section) and Cash Equivalents) other than the
ownership of shares of Capital Stock of LP and the Borrower and, after
commencement of and prior to completion of the Canadian Restructuring, the
Canadian Parent.


 


7.18                           Limitation on Hedge Agreements.  Enter into any Hedge Agreement other than
Specified Hedge Agreements entered into in the ordinary course of business and
not for speculative purposes.


 


7.19                           Partnerships and Joint Ventures.  Become a general or limited partner in a
partnership (other than the Borrower) or a joint venturer in any joint venture,
or permit TTPC, LP, the Borrower or any of its Subsidiaries to do so, other than (i) any partnership which is a
Wholly Owned Subsidiary Guarantor or (ii) any joint venture permitted by
Section 7.8, provided that the Indebtedness of such joint venture
is Non-Recourse Indebtedness.


 


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7.20                           Subordination Agreements.  Take any action that would cause a violation
of, or conflict with, the terms of the Delta Subordination Agreement or the
Northwest Subordination Agreement.


 


SECTION 8. 
EVENTS OF DEFAULT


 


If any of the following events shall occur
and be continuing:


 


(a)                                  The Borrower shall fail to pay any
principal of any Loan or Reimbursement Obligation when due in accordance with
the terms hereof; or the Borrower shall fail to pay any interest on any Loan or
Reimbursement Obligation; or any Loan Party shall fail to pay any other amount
payable hereunder or under any other Loan Document, within five days after any
such interest or other amount becomes due in accordance with the terms hereof;
or


 


(b)                                 Any representation or warranty made
or deemed made by any Loan Party herein or in any other Loan Document or that
is contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Loan Document shall prove to have been inaccurate in any material
respect on or as of the date made or deemed made; or


 


(c)                                  (i) 
Any Loan Party shall default in the observance or performance of any
agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect
to TTPC, LP and the Borrower only), Section 6.7(a), Section 7 or
Section 5 of the Guarantee and Collateral Agreement or (ii) an “Event of
Default” under and as defined in any Mortgage shall have occurred and be
continuing; or


 


(d)                                 Any Loan Party shall default in the
observance or performance of any other covenant or agreement contained in this
Agreement or any other Loan Document (other than as provided in paragraphs (a)
through (c) of this Section), and such default shall continue unremedied for a
period of 30 days; or


 


(e)                                  Any Loan Party or any of its
Subsidiaries shall (i) default in making any payment of any principal of any
Indebtedness (including, without limitation, any Guarantee Obligation, but
excluding the Loans) on the scheduled or original due date with respect
thereto; or (ii) default in making any payment of any interest on any such
Indebtedness beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; or (iii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness or contained in any instrument or agreement evidencing,
securing or relating thereto (except defaults due to good faith disputes in
observance or performance of agreements in Capital Lease Obligations or the
WSSO Software Agreement so long as such defaults do not result in the
acceleration of any of the obligations thereunder), or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or (in the case of any such


 


88

















 


Indebtedness constituting a Guarantee
Obligation) to become payable; provided, that a default, event or
condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not
at any time constitute an Event of Default unless, at such time, one or more
defaults, events or conditions of the type described in clauses (i), (ii) and
(iii) of this paragraph (e) shall have occurred and be continuing with respect
to Indebtedness the outstanding principal amount of which exceeds in the
aggregate $10,000,000; or


 


(f)                                    (i) 
Any Loan Party or any of its Subsidiaries (other than an Immaterial
Subsidiary) shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any substantial
part of its assets, or any Loan Party or any of its Subsidiaries (other than an
Immaterial Subsidiary) shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against any Loan Party or any of
its Subsidiaries (other than an Immaterial Subsidiary) any case, proceeding or
other action of a nature referred to in clause (i) above that (A) results in
the entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against any Loan Party or any of its Subsidiaries
(other than an Immaterial Subsidiary) any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets that results in the
entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) any Loan Party or any of its Subsidiaries (other than an
Immaterial Subsidiary) shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) any Loan Party or any of its
Subsidiaries (other than an Immaterial Subsidiary) shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its debts
as they become due; or


 


(g)                                 (i) 
Any Person shall engage in any “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any “accumulated funding deficiency” (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan or any Lien
in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a trustee
shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan,
(vi) the Borrower, or any of its


 


89

















 


Subsidiaries or any Commonly Controlled
Entity shall be required to make during any fiscal year of the Borrower
payments pursuant to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) that provides benefits to retired employees (or
their dependents) (“Retiree Welfare Payments”) that, in the aggregate,
exceed by a material amount the amount of such Retiree Welfare Payments made by
the Borrower, its Subsidiaries and its Commonly Controlled Entities during the
fiscal year ending December 31, 2002, (vii) the Borrower, or any of its
Subsidiaries or any Commonly Controlled Entity shall be required to make during
any fiscal year of the Borrower contributions to any defined benefit pension
plan subject to Title IV of ERISA (including any Multiemployer Plan) (“Title
IV Plan Contributions”) that, in the aggregate, exceed by a material amount
the amount of such Title IV Plan Contributions made by the Borrower, its
Subsidiaries and its Commonly Controlled Entities for the fiscal year ending
December 31, 2002 or (viii) any other similar event or condition
shall occur or exist with respect to a Plan; and in each case in clauses (i)
through (viii) above, such event or condition, together with all other such
events or conditions, if any, could reasonably be expected to have a Material
Adverse Effect; or


 


(h)                                 One or more judgments or decrees
shall be entered against TTPC, LP, the Borrower or any of its Subsidiaries
involving for TTPC, LP, the Borrower and its Subsidiaries taken as a whole a
liability (not paid or fully covered by insurance as to which the relevant
insurance company has acknowledged coverage) of $5,000,000 or more, and all
such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 30 days from the entry thereof; or


 


(i)                                     Any of the Security Documents shall
cease, for any reason (other than pursuant to the terms thereof), to be in full
force and effect, or any Loan Party or any Affiliate of any Loan Party shall so
assert, or any Lien created by any of the Security Documents shall cease to be
enforceable and of the same effect and priority purported to be created
thereby; or


 


(j)                                     The guarantee contained in
Section 2 of the Guarantee and Collateral Agreement shall cease, for any
reason (other than pursuant to the terms thereof), to be in full force and
effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or


 


(k)                                  Any Loan Party or any Affiliate of
any Loan Party shall assert that any provision of any Loan Document is not in
full force and effect; or


 


(l)                                     (i) 
The Permitted Investors shall cease to have the power to vote or direct
the voting of securities having a majority of the ordinary voting power for the
election of directors of TTPC (determined on a fully diluted basis); (ii) each
of the Sponsors and their Control Investment Affiliates shall cease to own of
record and beneficially an amount of common stock of TTPC equal to (x) at any
time prior to an initial public offering with respect to TTPC, at least 75% and
(y) at any time thereafter, at least 51%, of the economic interests and voting
stock of TTPC owned by such Sponsor and its Control Investment Affiliates of
record and beneficially as of the Closing Date; (iii) at any time after an
initial public offering with respect to TTPC, any “person” or “group”


 


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(as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), excluding the Permitted Investors, shall become,
or obtain rights (whether by means or warrants, options or otherwise) to become,
the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act), directly or indirectly, of more than 25% of the outstanding
common stock of TTPC; (iv) the board of directors of TTPC shall cease to
consist of a majority of Continuing Directors of TTPC; (v) TTPC shall
cease to own and control, of record and beneficially, directly or indirectly,
100% of each class of outstanding Capital Stock of the Borrower free and clear
of all Liens (except Liens created by the Guarantee and Collateral Agreement);
or (vi) a Specified Change of Control shall occur; or


 


(m)                               (i) the Seller Notes or the FASA
Credits shall cease, for any reason, to be validly subordinated to the
Obligations, as provided in the Seller Note Documentation or the Subordination
Agreement, as applicable or (ii) Delta or Northwest have terminated either of
their respective FASA Agreements (other than a termination pursuant to
Section 7.1 thereof);


 


then, and in
any such event, (A) if such event is an Event of Default specified in
clause (i) or (ii) of paragraph (f) above with respect to any Loan Party,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following actions may be
taken:  (i) with the consent of the
Majority Revolving Credit Facility Lenders, the Administrative Agent may, or
upon the request of the Majority Revolving Credit Facility Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Revolving
Credit Commitments to be terminated forthwith, whereupon the Revolving Credit
Commitments shall immediately terminate; and (ii) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower, declare the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. 
Upon the occurrence and during the continuation of an Event of Default,
the Administrative Agent and the Lenders shall be entitled to exercise any and
all remedies available under the Security Documents, including, without
limitation, the Guarantee and Collateral Agreement and the Mortgages, or
otherwise available under applicable law or otherwise.  With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of
an acceleration pursuant to this paragraph, the Borrower shall at such time
deposit in a cash collateral account opened by the Administrative Agent an
amount in immediately available funds  equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit (and the Borrower hereby grants to
the Administrative Agent, for the ratable benefit of the Secured Parties, a
continuing security interest in all amounts at any time on deposit in such cash
collateral account to secure the undrawn and unexpired amount of such Letters
of Credit and all other Obligations). 
If at any time the Administrative Agent determines that any


 


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funds held in
such cash collateral account are subject to any right or claim of any Person
other than the Administrative Agent and the Secured Parties or that the total
amount of such funds is less than the aggregate undrawn and unexpired amount of
outstanding Letters of Credit, the Borrower shall, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to
be deposited and held in such cash collateral account, an amount equal to the
excess of (a) such aggregate undrawn and unexpired amount over (b) the total
amount of funds, if any, then held in such cash collateral account that the
Administrative Agent determines to be free and clear of any such right and
claim.  Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon,
if any, shall be applied to repay other Obligations of the Loan Parties
hereunder and under the other Loan Documents. 
After all such Letters of Credit shall have expired or been fully drawn
upon, all Reimbursement Obligations shall have been satisfied and all other
obligations of the Loan Parties hereunder and under the other Loan Documents shall
have been paid in full, the balance, if any, in such cash collateral account
shall be returned to the Loan Parties (or such other Person as may be lawfully
entitled thereto).


 


SECTION 9.  THE AGENTS; THE ARRANGERS


 


9.1                                 Appointment. 
Each Lender hereby irrevocably designates and appoints the Agents as the
agents of such Lender under this Agreement and the other Loan Documents, and
each such Lender irrevocably authorizes each Agent, in such capacity, to take
such action on its behalf under the provisions of this Agreement and the other
Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to such Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto.   Notwithstanding any provision
to the contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against any Agent.


 


9.2                                 Delegation of Duties.  Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  No
Agent shall be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.


 


9.3                                 Exculpatory Provisions.  Neither any Arranger, nor any Agent nor any
of their respective officers, directors, partners, employees, agents, attorneys
and other advisors, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Loan Document (except to the extent
that any of the foregoing are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted solely and proximately from
its or such Person’s own gross negligence or willful misconduct in breach of a
duty owed to the party asserting liability) or (ii) responsible in any manner
to any of the Lenders for any recitals, statements, representations or
warranties made by any Loan Party or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement


 


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or other document referred to
or provided for in, or received by the Arrangers or the Agents under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of any Loan Party party
thereto to perform its obligations hereunder or thereunder.  The Agents shall not be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of any Loan
Party.


 


9.4                                 Reliance by Agents.  Each Agent shall be entitled to rely, and shall be fully
protected in relying, upon any instrument, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to TTPC or the other Loan Parties), independent accountants
and other experts selected by such Agent. 
The Agents may deem and treat the payee of any Note as the owner thereof
for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent.  Each Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required
Lenders or the requisite Lenders required under Section 10.1 to authorize
or require such action (or, if so specified by this Agreement, all Lenders) as
it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense that may be incurred by
it by reason of taking or continuing to take any such action.  Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders or
the requisite Lenders under Section 10.1 to authorize or require such
action (or, if so specified by this Agreement, all Lenders), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Loans and Letters of Credit.


 


9.5                                 Notice of Default.  No Agent shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless such Agent has
received notice from a Lender, TTPC, LP or the Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
“notice of default”.  In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders.  The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the requisite Lenders (or,
if so specified by this Agreement, all Lenders); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.


 


9.6                                 Non-Reliance on Agents and Other
Lenders.  Each Lender expressly
acknowledges that neither the Arrangers, the Agents nor any of their respective
officers, directors, employees, agents, attorneys and other advisors, partners,
attorneys-in-fact or affiliates have made any representations or warranties to
it and that no act by any Arranger or any Agent hereinafter taken, including
any review of the affairs of a Loan Party or any affiliate of a Loan


 


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Party, shall be deemed to
constitute any representation or warranty by any Arranger or any Agent to any
Lender.  Each Lender represents to the
Arrangers and the Agents that it has, independently and without reliance upon
any Arranger or any Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition, prospects and creditworthiness of the Loan Parties and their affiliates
and made its own decision to make its Loans (and in the case of the Issuing
Lender, its Letters of Credit) hereunder and enter into this Agreement.  Each Lender also represents that it will,
independently and without reliance upon any Arranger or any Agent or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition,
prospects and creditworthiness of the Loan Parties and their affiliates.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, neither any Arranger nor any Agent shall have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
of a Loan Party that may come into the possession of such Arranger or such
Agent or any of its officers, directors, employees, agents, attorneys and other
advisors, partners, attorneys-in-fact or affiliates.


 


9.7                                 Indemnification.  The Lenders agree to indemnify each Arranger and each Agent in
its capacity as such (to the extent not reimbursed by TTPC, LP or the Borrower
and without limiting the obligation of TTPC, LP or the Borrower to do so),
ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against such Arranger or such Agent in any way relating to or arising out of,
the Commitments, this Agreement, any of the other Loan Documents, the
Acquisition Documentation or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Arranger or such Agent under or in connection
with any of the foregoing; provided that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are
found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted solely and proximately from such Arranger’s or
such Agent’s gross negligence or willful misconduct in breach of a duty owed to
such Lender.  The agreements in this
Section 9.7 shall survive the payment of the Loans and Letters of Credit
and all other amounts payable hereunder.


 


9.8                                 Arrangers and Agents in Their
Individual Capacities.  Each
Arranger and each Agent and their respective affiliates may make loans to,
accept deposits from and generally engage in any kind of business with any Loan
Party as though such Arranger was not an Arranger and such Agent was not an
Agent.  With respect to its Loans made
or renewed by it and


 


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with respect to any Letter of
Credit issued or participated in by it, each Arranger and each Agent shall have
the same rights and powers under this Agreement and the other Loan Documents as
any Lender and may exercise the same as though it were not an Arranger or an
Agent, as the case may be, and the terms “Lender” and “Lenders” shall include
each Arranger and each Agent in their respective individual capacities.


 


9.9                                 Successor Agents.  The Administrative Agent may resign as Administrative Agent upon
30 days’ notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans or Letters of
Credit.  If no successor agent has
accepted appointment as Administrative Agent by the date that is 30 days
following a retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.  The Syndication Agent or the Documentation Agents may, at any
time, by notice to the Lenders and the Administrative Agent, resign as an Agent
hereunder, whereupon the duties, rights, obligations and responsibilities of
such Agent hereunder shall automatically be assumed by, and inure to the
benefit of, the Administrative Agent, without any further act by such Arranger,
such Agent, the Administrative Agent or any Lender.  After any retiring Agent’s resignation as Agent, the provisions
of this Section 9 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement and the other
Loan Documents.


 


9.10                           Authorization to Release Liens.  The Administrative Agent is hereby
irrevocably authorized by each of the Lenders to release any Lien covering any
Property of the Borrower or any of its Subsidiaries that is the subject of a
Disposition which is permitted by this Agreement or which has been consented to
in accordance with Section 10.1.


 


9.11                           The Arrangers; the Syndication Agent;
the Documentation Agents.  The
Arrangers, the Syndication Agent and the Documentation Agents, in their
respective capacities as such, shall have no duties or responsibilities, and
shall incur no liability, under this Agreement and the other Loan Documents.


 


9.12                           Withholding Tax.  (a)  To the extent
required by any applicable law, the Administrative Agent may withhold from any
interest payment to any Lender an amount equivalent to any applicable withholding
tax.  If the forms or other
documentation required by Section 2.20(f) are not delivered to the
Administrative Agent, then the Administrative Agent may withhold from any
interest payment to any Lender not providing such forms or other documentation,
a maximum amount of the applicable withholding tax.


 


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(b)                                 If the Internal Revenue Service or
any authority of the United States or other jurisdiction asserts a claim that
the Administrative Agent did not properly withhold tax from amounts paid to or
for the account of any Lender (because the appropriate form was not delivered,
was not properly executed, or because such Lender failed to notify the
Administrative Agent of a change in circumstances which rendered the exemption
from, or reduction of, withholding tax ineffective, or for any other reason),
such Lender shall indemnify the Administrative Agent fully for all amounts
paid, directly or indirectly, by the Administrative Agent as tax or otherwise,
including penalties and interest, together with all expenses incurred,
including legal expenses, allocated staff costs and any out of pocket expenses.


 


(c)                                  If any Lender sells, assigns, grants
a participation in, or otherwise transfers its rights under this Agreement, the
purchaser, assignee, participant or transferee, as applicable, shall comply and
be bound by the terms of Sections 2.20(f) and 9.12.


 


SECTION 10. 
MISCELLANEOUS


 


10.1                           Amendments and Waivers.  Neither this Agreement nor any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this
Section 10.1.  The Required Lenders
and each Loan Party party to the relevant Loan Document may, or (with the
written consent of the Required Lenders) the Administrative Agent and each Loan
Party party to the relevant Loan Document may, from time to time, (a) enter
into written amendments, supplements or modifications hereto and to the other
Loan Documents (including amendments and restatements hereof or thereof) for
the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Loan
Parties hereunder or thereunder or (b) waive, on such terms and conditions as
may be specified in the instrument of waiver, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and
its consequences; provided, however, that no such waiver and no
such amendment, supplement or modification shall (i) forgive the principal
amount or extend the final scheduled date of maturity of any Loan or
Reimbursement Obligation, extend the scheduled date of any amortization payment
in respect of any Term Loan, reduce the stated rate of any interest or fee
payable hereunder or extend the scheduled date of any payment thereof, or
increase the amount or extend the expiration date of any Commitment of any
Lender or modify the definition of Interest Period in such a way as to permit a
period in excess of six months, in each case without the consent of each Lender
directly affected thereby; (ii) amend, modify or waive any provision of
this Section or Section 10.7 or reduce any percentage specified in
the definition of Required Lenders or Required Prepayment Lenders, consent to
the assignment or transfer by any Loan Party of any of its rights and
obligations under this Agreement and the other Loan Documents, release all or
substantially all of the Collateral or release all or substantially all of the
Subsidiary Guarantors from their guarantee obligations under the Guarantee and
Collateral Agreement, in each case without the consent of all Lenders; (iii)
amend, modify or waive any condition precedent to any extension of credit under
the Revolving Credit Facility set forth in Section 5.2 (including, without
limitation, the waiver of an existing Default or Event of Default required to
be waived in order for such extension of credit to be made) without the consent
of the Majority Revolving Credit Facility Lenders; (iv) reduce the percentage
specified in the definition of Majority Facility Lenders with respect to any
Facility without the written consent of all Lenders under such Facility; (v)
amend, modify or waive any provision of Section 9 or any other


 


96

















 


provision affecting the rights,
duties and obligations of any Arranger or any Agent without the consent of any
Arranger or any Agent directly affected thereby; (vi) amend, modify or waive
any provision of Section 2.6 or 2.7 without the written consent of the
Swing Line Lender; (vii) amend, modify or waive any provision of
Section 2.18 without the consent of each Lender directly affected thereby;
(viii) amend, modify or waive any provision of Section 3 without the
consent of the Issuing Lender or (ix) amend, modify or waive any provision of
Section 10.6 to further restrict assignments thereunder without the
consent of all Lenders.  Any such waiver
and any such amendment, supplement or modification shall apply equally to each
of the Lenders and shall be binding upon the Loan Parties, the Lenders, the
Agents, the Arrangers and all future holders of the Loans and Letters of
Credit.  In the case of any waiver, the
Loan Parties, the Lenders, the Arrangers and the Agents shall be restored to
their former position and rights hereunder and under the other Loan Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.  Any such waiver, amendment, supplement or
modification shall be effected by a written instrument signed by the parties
required to sign pursuant to the foregoing provisions of this Section; provided,
that delivery of an executed signature page of any such instrument by facsimile
transmission shall be effective as delivery of a manually executed counterpart
thereof.  Notwithstanding the foregoing,
this Agreement may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent, TTPC, LP and the
Borrower (x) to add one or more additional credit facilities to this Agreement
and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof (collectively, the “Additional
Extensions of Credit”) to share ratably in the benefits of this Agreement
and the other Loan Documents with the Term Loans and Revolving Extensions of
Credit and the accrued interest and fees in respect thereof and (y) to include
appropriately the Lenders holding such credit facilities in any determination
of the  Required Lenders, Required
Prepayment Lenders and Majority Revolving Facility Lenders; provided, however,
that no such amendment shall permit the Additional Extensions of Credit to
share ratably with or with preference to the Term Loans in the application of
mandatory prepayments without the consent of the Required Prepayment Lenders or
otherwise to share ratably with or with preference to the Revolving Extensions
of Credit without the consent of the Majority Revolving Facility Lenders and
the aggregate amount of all such Additional Extensions of Credit shall not
exceed $100,000,000.


 


10.2                           Notices.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered, or three Business Days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed (a) in
the case of TTPC, the Borrower, the Arrangers and the Agents, as follows and
(b) in the case of the Lenders, as set forth on Schedule I to the Lender
Addendum to which such Lender is a party or, in the case of a Lender which
becomes a party to this Agreement pursuant to an Assignment and Acceptance, in
such Assignment and Acceptance or (c) in the case of any party, to such other
address as such party may hereafter notify to the other parties hereto:


 


97

















 


	
  TTPC , LP and the Borrower:

  	
  Worldspan, L.P.

  300 Galleria Parkway, N.W.

  Atlanta, Georgia 30339

  Attention: Chief Financial Officer

  Telecopy: (770) 563-7878

  Telephone:  (770) 563-7400

  
	
   

  	
   

  
	
  with a copy to:

  	
  Dechert LLP

  4000 Bell Atlantic Tower

  1717 Arch Street

  Philadelphia, Pennsylvania 19103

  Attention: Gary Green

  Telecopy: (215) 994-2222

  Telephone:  (215) 994-2656

  
	
  The Administrative Agent:

  	
   

  
	
   

  	
  Lehman Commercial Paper Inc.

  745 Seventh Avenue

  New York, New York 10019

  Attention:  Robert Berzins

  Telecopy:  (646) 758-1906

  Telephone:  (212) 526-3712

  
	
   

  	
   

  
	
  with a copy to:

  	
  Latham & Watkins LLP

  885 Third Avenue, Suite 1000

  New York, New York  10022

  Attention: Christopher R. Plaut

  Telecopy: (212) 751-4864

  Telephone: (212) 906-1200

  
	
   

  	
   

  
	
  Issuing Lender:

  	
  As notified by the Issuing Lender to the Administrative Agent and the
  Borrower

  



 


provided
that any notice, request or demand to or upon any Agent or any Lender shall not
be effective until received and provided  further that any notices
or deliveries required to be given to all the Lenders hereunder may be effected
by delivery of notice to the Administrative Agent as provided above, followed
by a distribution of such notice by the Administrative Agent to the Lenders
through IntraLinks (or any similar electronic system customarily used by
financial institutions), to the extent such system is being used by the
Administrative Agent, it being understood that the Administrative Agent shall
bear no responsibility for any failure of any Lender to receive any such notice
or delivery and the Borrower shall remain responsible therefor.


 


10.3                           No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of any Arranger, any Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or


 


98

















 


privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


 


10.4                           Survival of Representations and
Warranties.  All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of
the Loans and other extensions of credit hereunder.


 


10.5                           Payment of Expenses.  The Borrower agrees (a) to pay or reimburse
the Administrative Agent  for all
their reasonable out-of-pocket costs and expenses incurred in connection with
the syndication of the Facilities (other than fees payable to syndicate
members) and the development, preparation and execution of, and any amendment,
supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including, without limitation, the reasonable fees and disbursements
and other charges of counsel to the Administrative Agent and the charges of
IntraLinks, (b) to pay or reimburse each Lender,  the Arrangers and the Administrative Agent for all its costs
and expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement (including the administration costs associated with
such enforcement or preservation), the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
(including the allocated fees and disbursements and other charges of in-house
counsel) to each Lender to the Arrangers and the Administrative Agent and the
charges of IntraLinks; provided that if no Default or Event of Default
exists, such reimbursement for legal fees shall be limited to the fees and
disbursements of one primary counsel plus the fees and disbursements of any
local and specialist counsel engaged by the Administrative Agent, (c) to
pay, indemnify, and hold each Lender, the Arrangers and the Agents harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) to pay, indemnify, and
hold each Lender, each Arranger, each Agent, their respective affiliates, and
their respective officers, directors, partners, trustees, employees,
affiliates, shareholders, attorneys and other advisors, agents,
attorneys-in-fact and controlling persons (each, an “Indemnitee”)
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to or arising out of the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, any of the foregoing relating to the use of proceeds of the
Loans or Letters of Credit, any transactions contemplated thereby, the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of any Loan Party or any of the Properties or the
use by unauthorized persons of information or other materials sent through
electronic, telecommunications or other information transmission systems that
are intercepted by such persons and the fees and disbursements and other
charges of legal counsel in connection with claims, actions or proceedings by
any Indemnitee against the Borrower hereunder (all the foregoing in this clause
(d), collectively, the “Indemnified Liabilities”), provided, that
the


 


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Borrower shall have no
obligation hereunder to any Indemnitee with respect to Indemnified Liabilities
to the extent such Indemnified Liabilities are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
solely and proximately from the gross negligence or willful misconduct of such
Indemnitee in breach of a duty owed to the Borrower.  Without limiting the foregoing, and to the extent permitted by
applicable law, (i) TTPC agrees not to assert and to cause its Subsidiaries not
to assert, and hereby waives and agrees to cause its Subsidiaries so to waive,
all rights for contribution or any other rights of recovery with respect to all
claims, demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature, under or related to Environmental Laws,
that any of them might have by statute or otherwise against any Indemnitee and
(ii) no Loan Party shall assert, and each of TTPC, LP and the Borrower hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, any Loan
Document or any agreement, instrument or transaction contemplated hereby or
thereby.  All amounts due under this
Section shall be payable not later than five days after written demand
therefor.  Statements payable by the
Borrower pursuant to this Section shall be submitted to the Borrower in
accordance with Section 10.2, or to such other Person or address as may be
hereafter designated by the Borrower in a written notice to the Administrative
Agent.  The agreements in this
Section shall survive repayment of the Loans and Letters of Credit and all
other amounts payable hereunder.


 


10.6                           Successors and Assigns;
Participations and Assignments. 
(a)  This Agreement shall be binding upon and inure to the
benefit of TTPC, LP, the Borrower, the Lenders, the Arrangers, the Agents, all
future holders of the Loans and Letters of Credit and their respective successors
and assigns, except that none of TTPC, LP or the Borrower may assign or
transfer any of their respective rights or obligations under this Agreement
without the prior written consent of the Arrangers, the Agents and each Lender.


 


(b)                                 Any Lender may, without the consent
of the Borrower or any other Person, in accordance with applicable law, at any
time sell to one or more banks, financial institutions or other entities (each,
a “Participant”) participating interests in any Loan owing to such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Loan Documents. 
In the event of any such sale by a Lender of a participating interest to
a Participant, such Lender’s obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other
Loan Documents, and the Borrower, the Arrangers and the Agents shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and the other Loan Documents.  In no event shall any Participant under any
such participation have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by any Loan
Party therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Loans or any fees payable
hereunder, or postpone the date of the final maturity of the Loans, in each
case to the extent subject to such participation.  The Borrower agrees that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted


 


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by applicable law, be deemed to
have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest,
such Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 10.7(a) as fully as if it were a
Lender hereunder.  The Borrower also
agrees that each Participant shall be entitled to the benefits of Sections
2.19, 2.20 and 2.21 with respect to its participation in the Commitments and
the Loans outstanding from time to time as if it was a Lender; provided
that, in the case of Section 2.20, such Participant shall have complied
with the requirements of said Section and provided, further,
that no Participant shall be entitled to receive any greater amount pursuant to
any such Section than the transferor Lender would have been entitled to
receive in respect of the amount of the participation transferred by such
transferor Lender to such Participant had no such transfer occurred.


 


(c)                                  Any Lender (an “Assignor”)
may, in accordance with applicable law and upon written notice to the
Administrative Agent, at any time and from time to time assign (1) to any
Lender any affiliate thereof or Affiliated Fund of the assigning Lender or of
another Lender or (2) with the consent of the Borrower and the Administrative
Agent and, in the case of any assignment of Revolving Credit Commitments, the
written consent of the Issuing Lender and the Swing Line Lender (which, in each
case, shall not be unreasonably withheld or delayed) (provided (x) that
no such consent need be obtained by a Lehman Entity and (y) the consent of the
Borrower need not be obtained with respect to any assignment of Term Loans), to
an additional bank, financial institution or other entity (an “Assignee”)
all or any part of its rights and obligations under this Agreement pursuant to
an Assignment and Acceptance, substantially in the form of Exhibit D, executed
by such Assignee and such Assignor (and, where the consent of the Borrower, the
Administrative Agent or the Issuing Lender or the Swing Line Lender is required
pursuant to  the foregoing provisions,
by the Borrower and such other Persons) and delivered to the Administrative
Agent for its acceptance and recording in the Register; provided that no
such assignment to an Assignee (other than any Lender or any affiliate or
Affiliated Fund of any Lender) shall be in an aggregate principal amount of
less than $1.0 million (in the case of Term Loans) and $5.0 million (with
respect to all other Loans and Commitments) (other than in the case of an
assignment of all of a Lender’s interests under this Agreement), and, after
giving effect thereto, the Assignor shall have Loans and Commitments in an
aggregate principal amount of not less than $1.0 million (in the case of Term
Loans) and $5.0 million (with respect to all other Loans and Commitments), in
each case unless otherwise agreed by the Borrower and the Administrative
Agent.  Any such assignment need not be
ratable as among the Facilities.  Upon
such execution, delivery, acceptance and, in the case of assignments requiring
consent of the Administrative Agent, recording, from and after the effective
date determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment and/or Loans as set forth therein, and (y) the Assignor
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of an Assignor’s rights and obligations
under this Agreement, such Assignor shall cease to be a party hereto).  Notwithstanding any provision of this
Section, the consent of the Borrower shall not be required for any assignment
that occurs at any time when any Event of Default shall have occurred and be
continuing.


 


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(d)                                 The Administrative Agent shall, on
behalf of the Borrower, maintain at its address referred to in
Section 10.2 a copy of each Assignment and Acceptance delivered to it and
a register (the “Register”) for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Loans owing to,
each Lender from time to time.  The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of the Loans and any
Notes evidencing such Loans recorded therein for all purposes of this
Agreement.  Any assignment of any Loan,
whether or not evidenced by a Note, shall be effective only upon appropriate
entries with respect thereto being made in the Register or, with respect to
assignments by a Lender to any affiliate thereof or any Approved Fund, upon
receipt of such fully executed assignment by the Administrative Agent (and each
Note shall expressly so provide).  Any
assignment or transfer of all or part of a Loan evidenced by a Note shall be
registered on the Register only upon surrender for registration of assignment
or transfer of the Note evidencing such Loan, accompanied by a duly executed
Assignment and Acceptance; thereupon one or more new Notes in the same
aggregate principal amount shall be issued to the designated Assignee, and the
old Notes shall be returned by the Administrative Agent to the Borrower marked
“canceled”.  The Register shall be
available for inspection by the Borrower or any Lender (with respect to any
entry relating to such Lender’s Loans) at any reasonable time and from time to
time upon reasonable prior notice.


 


(e)                                  Upon its receipt of an Assignment
and Acceptance executed by an Assignor and an Assignee (and, in any case where
the consent of any other Person is required by Section 10.6(c), by each
such other Person) together with payment to the Administrative Agent of a
registration and processing fee of $3,500 (except that no such registration and
processing fee shall be payable (y) in connection with an assignment by or
to a Lehman Entity or (z) in the case of an Assignee which is already a Lender
or is an affiliate of a Lender or an Affiliated Fund), the Administrative Agent
shall (i) promptly accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Borrower.  On or prior to such
effective date, the Borrower, at its own expense, upon request, shall execute
and deliver to the Administrative Agent (in exchange for the Revolving Credit
Note and/or applicable Term Notes, as the case may be, of the assigning Lender)
a new Revolving Credit Note and/or applicable Term Notes, as the case may be,
to such Assignee or its registered assigns in an amount equal to the Revolving
Credit Commitment and/or applicable Term Loans, as the case may be, assumed or
acquired by it pursuant to such Assignment and Acceptance and, if the Assignor
has retained a Revolving Credit Commitment and/or Term Loans, as the case may
be, upon request, a new Revolving Credit Note and/or Term Notes, as the case
may be, to the Assignor or its registered assigns in an amount equal to the
Revolving Credit Commitment and/or applicable Term Loans, as the case may be,
retained by it hereunder.  Such new Note
or Notes shall be dated the Closing Date and shall otherwise be in the form of
the Note or Notes replaced thereby.


 


(f)                                    For the avoidance of doubt, the
parties to this Agreement acknowledge that the provisions of this Section concerning
assignments of Loans and Notes relate only to absolute assignments and that
such provisions do not prohibit assignments creating security interests,
including, without limitation, any pledge or assignment by a Lender of any Loan
or Note to any Federal Reserve Bank in accordance with applicable law.


 


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10.7                           Adjustments; Set-off.  (a)  Except to the extent that
this Agreement provides for payments to be allocated to a particular Lender or
to the Lenders under a particular Facility, if any Lender or any affiliate
thereof (a “Benefited Lender”) shall at any time receive any payment of
all or part of the Obligations owing to it, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in Section 8(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender (including any affiliate thereof), if any, in
respect of such other Lender’s Obligations, such Benefited Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender’s Obligations, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to
cause such Benefited Lender to share the excess payment or benefits of such
collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.


 


(b)                                 In addition to any rights and
remedies of the Lenders provided by law, each Lender and their affiliates shall
have the right, without prior notice to TTPC, LP or the Borrower, any such
notice being expressly waived by TTPC, LP and the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by TTPC,
LP or the Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise), to set off and appropriate and apply against such amount any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of TTPC, LP or the Borrower, as the
case may be.  Each Lender agrees to
notify promptly the Borrower and the Administrative Agent after any such setoff
and application made by such Lender (or its affiliate), provided that
the failure to give such notice shall not affect the validity of such setoff
and application.


 


10.8                           Counterparts. 
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.  A
set of the copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.


 


10.9                           Severability. 
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


10.10                     Integration. 
This Agreement and the other Loan Documents represent the agreement of
TTPC, LP, the Borrower, the Agents, the Arrangers and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Arrangers, any Agent or any Lender
relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.


 


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10.11                     GOVERNING LAW. 
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


10.12                     Submission To Jurisdiction; Waivers.  Each of TTPC, LP and the Borrower hereby
irrevocably and unconditionally:


 


(a)                                  submits for itself and its Property
in any legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts from
any thereof;


 


(b)                                 consents that any such action or
proceeding may be brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;


 


(c)                                  agrees that service of process in
any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to TTPC, LP or the Borrower, as the case may be at its address
set forth in Section 10.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


 


(d)                                 agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by
law or shall limit the right to sue in any other jurisdiction; and


 


(e)                                  waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.


 


10.13                     Suretyship Waivers.  Each of TTPC, LP and the Borrower hereby waives any and all
defenses applicable or available to guarantors or sureties whether arising as a
result of the joint and several nature of the obligations of TTPC, LP and the
Borrower hereunder or otherwise. 
Without limiting the generality of the foregoing, the waivers of the
Guarantors (as defined in the Guarantee and Collateral Agreement) set forth in
Section 2.5 of the Guarantee and Collateral Agreement are hereby
incorporated herein by this reference mutatis mutandis and such waivers shall be
deemed to be made by TTPC, LP and the Borrower hereunder as if such waivers had
been expressly set forth herein.


 


10.14                     Acknowledgments.  Each of TTPC, LP and the Borrower hereby acknowledges that:


 


(a)                                  it has been advised by counsel in
the negotiation, execution and delivery of this Agreement and the other Loan
Documents;


 


104

















 


(b)                                 neither any Arranger, any Agent nor
any Lender has any fiduciary relationship with or duty to TTPC, LP or the
Borrower arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Arrangers, the Agents
and Lenders, on one hand, and TTPC, LP and the Borrower, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and


 


(c)                                  no joint venture is created hereby
or by the other Loan Documents or otherwise exists by virtue of the
transactions contemplated hereby among the Arrangers, the Agents and the
Lenders or among TTPC, LP, the Borrower and the Lenders.


 


10.15                     Confidentiality.  Each of the Arrangers, the Agents and the Lenders agrees to keep
confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as
confidential; provided that nothing herein shall prevent any Arranger,
any Agent or any Lender from disclosing any such information (a) to any
Arranger, any Agent, any other Lender or any affiliate of any thereof, (b) to
any Participant or Assignee (each, a “Transferee”) or prospective
Transferee that agrees to comply with the provisions of this Section (or
executes a confidentiality agreement with confidentiality terms that are
substantially similar to the terms of this Section), (c) to any of its
employees, directors, agents, attorneys, accountants and other professional
advisors, (d) to any financial institution that is a direct or indirect
contractual counterparty in swap agreements or such contractual counterparty’s
professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions
of this Section), (e) upon the request or demand of any Governmental Authority
or self-regulatory body having or claiming to have jurisdiction over it, (f) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (g) if requested or
required to do so in connection with any litigation or similar proceeding, (h)
that has been publicly disclosed other than in breach of this Section, (i) to
the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information
about a Lender’s investment portfolio in connection with ratings issued with
respect to such Lender or (j) in connection with the exercise of any remedy
hereunder or under any other Loan Document. 
Notwithstanding any other express or implied agreement, arrangement or
understanding to the contrary, each of the parties hereto hereby agree that,
each party hereto (and each of its employees, representatives or agents) are
permitted to disclose to any and all persons, without limitation, the tax
treatment and tax aspects of the Loans, the Acquisition and the other
transactions contemplated hereby, and all materials of any kind (including
opinions or other tax analyses) that are provided to the Loan Parties or the
Lenders, the Arrangers or the Agents related to such tax treatment and tax
aspects.  To the extent not inconsistent
with the immediately preceding sentence, this authorization does not extend to
disclosure of any other information or any other term or detail not related to
the tax treatment or tax aspects of the Loans, the Acquisition or the other
transactions contemplated hereby.


 


10.16                     Release of Collateral and Guarantee
Obligations.  (a)  Notwithstanding anything to the contrary contained
herein or in any other Loan Document, upon request of the Borrower in
connection with any Disposition of Property permitted by the Loan Documents,
the Administrative Agent shall (without notice to or vote or consent of any
Lender, or any affiliate of


 


105

















 


any Lender that is a party to
any Specified Hedge Agreement) take such actions as shall be required to
release its security interest in any Collateral being Disposed of in such
Disposition, and to release any guarantee obligations of any Person being
Disposed of in such Disposition, to the extent necessary to permit consummation
of such Disposition in accordance with the Loan Documents provided that
the Borrower shall have delivered to the Administrative Agent, at least ten
Business Days prior to the date of the proposed release, a written request for
release identifying the relevant Collateral being Disposed of in such
Disposition and the terms of such Disposition in reasonable detail, including the
date thereof, the price thereof and any expenses in connection therewith,
together with a certification by the Borrower stating that such transaction is
in compliance with this Agreement and the other Loan Documents and that the
proceeds of such Disposition will be applied in accordance with this Agreement
and the other Loan Documents.


 


(b)                                 Notwithstanding anything to the
contrary contained herein or any other Loan Document, when all Obligations have
been paid in full, all Commitments have terminated or expired and no Letter of
Credit shall be outstanding, upon request of the Borrower, the Administrative
Agent shall (without notice to or vote or consent of any Lender, or any
affiliate of any Lender that is a party to any Specified Hedge Agreement) take
such actions as shall be required to release its security interest in all
Collateral, and to release all guarantee obligations provided for in any Loan
Document, whether or not on the date of such release there may be outstanding
Obligations in respect of Specified Hedge Agreements.


 


10.17                     Accounting Changes.  In the event that any “Accounting Change” (as defined below)
shall occur and such change results in a change in the method of calculation of
financial covenants, standards or terms in this Agreement, then TTPC, LP, the
Borrower and the Administrative Agent agree to enter into negotiations in order
to amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating
TTPC’s, LP’s and the Borrower’s financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall
have been executed and delivered by TTPC, LP, the Borrower, the Administrative
Agent and the Required Lenders, all financial covenants, standards and terms in
this Agreement shall continue to be calculated or construed as if such
Accounting Changes had not occurred. 
“Accounting Changes” refers to changes in accounting principles required
or permitted by the promulgation of any rule, regulation, pronouncement or
opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the SEC.


 


10.18                     Delivery of Lender Addenda.  Each initial Lender shall become a party to
this Agreement by delivering to the Administrative Agent a Lender Addendum duly
executed by such Lender and the Administrative Agent.


 


10.19                     Construction. 
Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant.  Where any provision
herein refers to action to be taken by any Person, or which such Person is
prohibited from taking,


 


106

















 


such provision shall be
applicable whether such action is taken directly or indirectly by such Person.


 


10.20                     WAIVERS OF JURY TRIAL.  TTPC, LP, THE BORROWER, THE ARRANGERS, THE
AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


107

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.


 


	
   

  	
  TRAVEL TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WS HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Name: Rakesh Gangwal

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS INC.,

  as Arranger

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Robert Berzins

  	
   

  
	
   

  	
   

  	
  Name: G. Robert Berzins

  
	
   

  	
   

  	
  Title: Managing Director

  



 


108

















 


	
   

  	
  LEHMAN COMMERCIAL PAPER INC.,

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Robert Berzins

  	
   

  
	
   

  	
   

  	
  Name: G. Robert Berzins

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK SECURITIES INC.,

  as Syndication Agent and as Arranger

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Martha Fitzpatrick

  	
   

  
	
   

  	
   

  	
  Name: Martha Fitzpatrick

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert W. Hevner

  	
   

  
	
   

  	
   

  	
  Name: Robert W. Hevner

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  as Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Smith

  	
   

  
	
   

  	
   

  	
  Name: Richard G. Smith

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP NORTH AMERICA, INC.,

  as Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aaron Dannenberg

  	
   

  
	
   

  	
   

  	
  Name: Aaron Dannenberg

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  DYMAS FUNDING COMPANY, LLC,

  as Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Albert M. Ricchio

  	
   

  
	
   

  	
   

  	
  Name: Albert M. Ricchio

  
	
   

  	
   

  	
  Title: Managing Director

  



 


109

















 


Annex A


 


PRICING GRID
FOR TERM LOANS, 

REVOLVING CREDIT LOANS AND SWING LINE LOANS


 


 


	
  Consolidated Secured

  Bank Debt Leverage

  Ratio

  	
   

  	
  Applicable Margin

  for Eurodollar Loans

  	
   

  	
  Applicable Margin for

  Base Rate Loans

  
	
   

  	
   

  	
  Term Loans

  	
   

  	
  Revolving

  Credit Loans

  and Swing Line

  Loans

  	
   

  	
  Term Loans

  	
   

  	
  Revolving Credit

  Loans and Swing

  Line Loans

  
	
  >1.20x

  	
   

  	
  4.00%

  	
   

  	
  4.00%

  	
   

  	
  3.00%

  	
   

  	
  3.00%

  
	
  <1.20x and >1.00x

  	
   

  	
  3.75%

  	
   

  	
  3.75%

  	
   

  	
  2.75%

  	
   

  	
  2.75%

  
	
  <1.00x and >0.75x

  	
   

  	
  3.75%

  	
   

  	
  3.50%

  	
   

  	
  2.75%

  	
   

  	
  2.50%

  
	
  <0.75x

  	
   

  	
  3.75%

  	
   

  	
  3.00%

  	
   

  	
  2.75%

  	
   

  	
  2.00%

  



 


Changes in the
Applicable Margin with respect to Term Loans, Revolving Credit Loans and Swing
Line Loans resulting from changes in the Consolidated Secured Bank Debt
Leverage Ratio shall become effective on the date (the “Adjustment Date”)
on which financial statements are delivered to the Lenders pursuant to
Section 6.1(a) and shall remain in effect until the next change to be
effected pursuant to this paragraph.  If
any financial statements referred to above are not delivered within the time
periods specified above, then, until such financial statements are delivered,
the Consolidated Secured Bank Debt Leverage Ratio as at the end of the fiscal
period that would have been covered thereby shall for the purposes of this
definition be deemed to be greater than 1.20 to 1.00.  In addition, at all times while an Event of Default shall have
occurred and be continuing, the Consolidated Secured Bank Debt Leverage Ratio
shall for the purposes of this definition be deemed to be greater than 1.20 to
1.00.  Each determination of the
Consolidated Secured Bank Debt Leverage Ratio pursuant to this definition shall
be made with respect to the period of four consecutive fiscal quarters of the
Borrower ending at the end of the period covered by the relevant financial
statements.


 

















 


SCHEDULE 1.1(a)


 


IMMATERIAL
SUBSIDIARIES


 


 


Subsidiary


 


Worldspan Andina S.R.L.


Worldspan Services Costa Rica, Sociedad de Responsibilidad Limitada


Worldspan Services Argentina S.R.L.


Worldspan Mercosul Ltda.


Worldspan Services Venezuela, S.A.


Worldspan Services Chile Limitada


Worldspan Hungary Kft.


Worldspan Services Romania S.R.L.


Worldspan Greece Global Travel Information Services


Worldspan Poland Sp. zo.o


Worldspan Dutch Holdings B.V.


Worldspan Services Hong Kong Limited


Worldspan Services Singapore PTE LTD


Worldspan XOL LLC


Worldspan Digital Holdings, LLC


Worldspan Viator Holdings, LLC


Worldspan OpenTable Holdings, LLC


 


S-1.1


 


1

















 


SCHEDULE 4.4


 


CONSENTS,
AUTHORIZATIONS, FILINGS AND NOTICES


 


 


1.     U.S. Hart-Scott-Rodino
approval received April 1, 2003


2.     Belgian anti-trust
approval, received May 7, 2003


3.     Swedish anti-trust
approval, received May 21, 2003


4.     Romanian anti-trust
approval, received June 4, 2003


5.     Israeli anti-trust
approval, received April 30, 2003


6.     German anti-trust approval,
received April 8, 2003


7.     South African anti-trust
approval, received April 17, 2003


8.     Brazilian anti-trust
approval, to be obtained promptly post-closing


9.     Any required filings to be
made under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended


10.   Upon the Closing, TTPC may
be required to make filings with the Bureau of Economic Analysis of the United
States Department of Commerce relating to the foreign ownership of a portion of
its equity


11.   Upon the Closing, TTPC or
its affiliates may be required to make filings in certain jurisdictions to
reflect the change in the general partner and limited partner of Worldspan,
L.P.


12.   Upon the Closing, Worldspan,
L.P. may be required to make filings in those jurisdictions in the United
States where Worldspan, L.P. is qualified to do business updating the identity
of the general and limited partners of Worldspan, L.P. pursuant to filing
requirements applicable to limited partnerships


13.   Consent pursuant to the
License Agreement, dated September 8, 1992, between Computer Associates
International, Inc. and Worldspan, L.P., as amended (including all addenda and
order forms thereto)


14.   Consent pursuant to the
Contract, dated June 12, 2001, between Worldspan, L.P. and Koninklijke Luchtvaart
Maatschappij N.V. (KLM) with respect to Development, Support and Hosting of
Electronic Ticket Database, as amended


15.   Consent pursuant to Tandem
Computers Credit Corporation Lease Agreement (No. 9545222), dated
August 31, 1993, between Tandem Computers Credit Corporation and
Worldspan, L.P., as amended (including all schedules, order forms and addenda
thereto), as novated by Tandem Credit to Compaq Financial Services Corporation
as of December 27, 2000


16.   Letter from Orbitz, LLC
dated as of June 24, 2003, acknowledging that Orbitz, LLC does not have the
right to terminate the Amended and Restated Agreement for CRS Access and
Related Services, dated as of November 1, 2001, between Orbitz, LLC and
Worldspan, L.P., as amended, pursuant to Section 7.5 thereof as a result of,
and that Section 7.5 thereof will not apply to, the sale and purchase of the
Partnership Interests (as defined in the Acquisition Agreement)


S-4.4


1

















 


17.   Consent pursuant to Office Lease
Agreement, dated December 6, 1995, between 300 Galleria Parkway Associates and
Worldspan, L.P., (Atlanta Galleria - Office Tower No. 300, Suite 2100)


18.   Consent pursuant to Office
Lease Agreement, dated December 12, 1995, between YCP Galleria L.P. and
Worldspan, L.P., (Atlanta Galleria - Office Tower No. 100)


 


None of the consents listed
above which are to be obtained promptly post-closing are material to the
ongoing operations of the Loan Parties.


 


2

















 


SCHEDULE 4.9(b)


 


TRADEMARKS, SERVICE
MARKS AND TRADE NAMES


 


 


 


S-4.9(b)


 


1

















 


WORLDSPAN, LP


U.S. Trademark Program


ALPHA BY MARK (ACTIVE ONLY)


 


 


	
  DOCKET

  NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASSES

  	
   

  	
  STATUS

  
	
  22885

  	
   

  	
  CAR SELECT

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/516,307

  04-25-1994

  1,990,503

  07-30-1996

  	
   

  	
  Class 039 =
  Computerized car rental reservation services.

  	
   

  	
  Renewal due
  between  07-30-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21284

  	
   

  	
  COMMERCIAL
  WORLD

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/397,871

  06-04-1993

  1,857,940

  10-11-1994

  	
   

  	
  Class 039 =
  Providing access to computer database in the field of transportation
  reservation services for use by travel agencies.

  	
   

  	
  Renewal due
  between  10-11-2003/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25914

  	
   

  	
  DATES &
  DESTINATIONS

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/348,541

  08-28-1997

  2,278,546

  09-14-1999

  	
   

  	
  Class 039 =
  Transportation reservation services.

  	
   

  	
  5-year use
  due between  09-14-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/398,846

  06-07-1993

  1,828,591

  03-29-1994

  	
   

  	
  Class 039 =
  Providing travel information to travel agencies.

  	
   

  	
  Renewal due
  between  03-29-2003/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/489,511

  05-22-1998

  2,344,179

  04-18-2000

  	
   

  	
  Class 039 =
  Providing information in the field of transportation reservations by means of
  a global computer network.

  	
   

  	
  5-year use
  due between  04-18-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33372

  	
   

  	
  ENGINUITY

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/511,798

  04-17-2003

  	
   

  	
  Class 039 =
  A booking engine used in the travel field.

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30780

  	
   

  	
  E-NOUGH SAID

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
   

  	
   

  	
  Class

  	
   

  	
  DOCKETED BUT
  NOT FILED

  



 


2

















 


	
  33077

  	
   

  	
  FAREAWARE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/461,027

  10-24-2002

  	
   

  	
  Class 039 =
  Travel information services; namely, comparing current transportation fares
  with historical fares to determine the lowest fare for given destinations.

  	
   

  	
  Office
  Action due

  10-30-2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23150

  	
   

  	
  FASTCLIP

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/556,498

  08-02-1994

  1,924,274

  10-03-1995

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies.

  	
   

  	
  Renewal due
  between

  10-03-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23152

  	
   

  	
  FASTMAIL

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/556,493

  08-02-1994

  1,924,272

  10-03-1995

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies in
  transmitting information.

  	
   

  	
  Renewal due
  between

  10-03-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25186

  	
   

  	
  MONEY $AVER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  73/486,393

  06-21-1984

  1,399,066

  06-24-1986

  	
   

  	
  Class 039 =
  Providing comparison airline fare displays via computer terminals.

  	
   

  	
  Renewal due
  between

  06-24-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25187

  	
   

  	
  PARS

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  73/620,109

  09-15-1986

  1,513,072

  11-15-1988

  	
   

  	
  Class 039 =
  Computerized travel reservation services for travel agencies.

  Class 042 = Leasing access time to a computer data base in the field of
  airline and travel information.

  	
   

  	
  Renewal due
  between

  11-15-2007/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31853

  	
   

  	
  PLANIT BY
  WORLDSPAN

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/317,109

  09-24-2001

  	
   

  	
  Class 041 =
  Providing information through television to consumers for use in planning and
  buying travel.

  	
   

  	
  Allow to ABANDON per RDH letter to client
  11-14-2002

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23242

  	
   

  	
  POWER
  PRICING

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/583,593

  10-07-1994

  1,962,894

  03-19-1996

  	
   

  	
  Class 042 =
  Providing access time to a computer database to the travel industry for the
  purpose of obtaining multiple fare and route options to a booked itinerary.

  	
   

  	
  Renewal due
  between

  03-19-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23870

  	
   

  	
  POWER QUOTE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/037,003

  12-26-1995

  2,086,980

  08-12-1997

  	
   

  	
  Class 042 =
  Providing access time to a computer database to the travel industry for the
  purpose of obtaining multiple fare and route options to a proposed itinerary.

  	
   

  	
  5-year use
  due between

  08-12-2002/2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24890

  	
   

  	
  POWER
  SHOPPER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/130,183

  07-05-1996

  2,115,536

  11-25-1997

  	
   

  	
  Class 042 =
  Providing access time to a computer database to the travel industry for the
  purpose of obtaining multiple fares for a proposed domestic and/or
  international itinerary.

  	
   

  	
  5-year use
  due between

  11-25-2002/2003

  



 


3

















 


	
  23872

  	
   

  	
  SCRIPTPRO

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/022,125

  11-20-1995

  2,004,517

  10-01-1996

  	
   

  	
  Class 042 =
  Providing access to a computer data base in the area of travel reservations
  and information, for use by travel agencies.

  	
   

  	
  Renewal due
  between

  10-01-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22882

  	
   

  	
  SECURATE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/497,735

  03-07-1994

  1,947,439

  01-09-1996

  	
   

  	
  Class 042 =
  Providing access to a computerized database in the field of transportation
  reservation services for use by travel agencies.

  	
   

  	
  Renewal due
  between

  01-09-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22788

  	
   

  	
  TECHXCHANGE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/496,166

  03-03-1994

  1,955,617

  02-13-1996

  	
   

  	
  Class 035 =
  Promoting the transportation reservation software and services of others
  through an on-line computer system directed to travel agents and travel
  agencies.

  	
   

  	
  Renewal due
  between

  02-13-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22952

  	
   

  	
  TRANSPORTATION
  SOLUTIONS

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/521,755

  05-02-1994

  2,024,721

  12-17-1996

  	
   

  	
  Class 042 =
  Computer consulting services rendered to the airline travel industry.

  	
   

  	
  CANCELLED

  06-18-2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24305

  	
   

  	
  TRAVELATITUDES

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/543,243

  08-27-1998

  2,305,781

  01-04-2000

  	
   

  	
  Class 039 =
  Computerized travel reservation services rendered through a global computer
  network.

  	
   

  	
  5-year use
  due between

  01-04-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34053

  	
   

  	
  TRAVEL ALLY

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
   

  	
   

  	
  Class 039 =
  Providing a computer database for use by others in the field of
  transportation reservation and information services and information
  management by means of a global computer network.

  	
   

  	
  DOCKETED BUT
  NOT FILED

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32649

  	
   

  	
  TRAVEL
  BUTTON

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/407,527

  05-13-2002

  2,700,078

  03-25-2003

  	
   

  	
  CLASS 039:
  Providing a computer database for use by others in the field of transportation
  reservation and information services by means of a global computer network.

  	
   

  	
  5 year use
  due between

  03-25-2008/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21126

  	
   

  	
  WORLD DIAL
  LINK

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/100544

  09-26-1990

  1,766,333

  04-20-1993

  	
   

  	
  Class 042 =
  Providing access to a computer data base in the field of transportation
  reservation services for use by travel agencies.

  	
   

  	
  Allow to EXPIRE per client e-mail instructions of
  06-27-2002

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21155

  	
   

  	
  WORLD LEDGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/108,348

  10-23-1990

  1,780,501

  07-06-1993

  	
   

  	
  Class 035 =
  Accounting services for travel agencies.

  	
   

  	
  Renewal due
  between

  07-06-2002/2003

  



 


4

















 


	
  21083

  	
   

  	
  WORLD STP

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/398,845

  06-07-1993

  1,972,088

  05-07-1996

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation services for use by travel agencies.

  	
   

  	
  Renewal due
  between

  05-07-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23449

  	
   

  	
  WORLDSCHOLAR

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/626,117

  01-26-1995

  1,976,112

  05-28-1996

  	
   

  	
  Class 009 =
  Software, namely interactive multimedia tutorials for travel agents.

  	
   

  	
  Renewal due
  between

  05-28-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20584

  	
   

  	
  WORLDSPAN

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  73/838,498

  11-13-1989

  1,608,514

  07-31-1990

  	
   

  	
  Class 039 =
  Travel reservation services.

  	
   

  	
  Renewal due
  between

  07-31-2009/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22523

  	
   

  	
  WORLDSPAN
  AIRLINE SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/409,262

  07-06-1993

  1,874,327

  01-17-1995

  	
   

  	
  Class 042 =
  Computer services; namely, providing access time to a computer database in
  the field of airline reservations for use by travel agents.

  	
   

  	
  Renewal due
  between

  01-17-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25913

  	
   

  	
  WORLDSPAN
  AND DESIGN

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/346,065

  08-22-1997

  2,189,417

  09-15-1998

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies.

  	
   

  	
  5-year use
  due between

  09-15-2003/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21744

  	
   

  	
  WORLDSPAN
  CAR SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/264,777

  04-13-1992

  1,785,867

  08-03-1993

  	
   

  	
  Class 039 =
  Computerized travel reservation services.

  	
   

  	
  Renewal due
  between

  08-03-2002/2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22595

  	
   

  	
  WORLDSPAN
  CONNECTION

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/422,002

  08-09-1993

  1,877,036

  01-31-1995

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies.

  	
   

  	
  Renewal due
  between

  01-31-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25647

  	
   

  	
  WORLDSPAN
  CORPORATE FLEET

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/277,795

  04-21-1997

  2,209,715

  12-08-1998

  	
   

  	
  Class 039 =
  Computerized travel reservation services.

  	
   

  	
  5-year use
  due between

  12-08-2003/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21743

  	
   

  	
  WORLDSPAN
  CRUISE LINE SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/264,796

  04-13-1992

  1,812,424

  12-21-1993

  	
   

  	
  Class 039 =
  Computerized travel reservation services.

  	
   

  	
  Renewal due
  between

  12-21-2002/2003

  



 


5

















 


	
  31784

  	
   

  	
  WORLDSPAN

  E-PRICING

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/283,791

  07-13-2001

  	
   

  	
  Class 039 =
  Providing access time to a computer database in the travel industry for the
  purpose of obtaining multiple fare and route options to a booked itinerary.

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23153

  	
   

  	
  WORLDSPAN
  FASTTRACK

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/556,494

  08-02-1994

  1,917,011

  09-05-1995

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies in
  transmitting information by electronic media.

  	
   

  	
  Renewal due
  between

  09-05-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26271

  	
   

  	
  WORLDSPAN
  GO!

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/435,794

  02-17-1998

  2,275,654

  09-07-1999

  	
   

  	
  Class 042 =
  Providing a computer database in the field of transportation reservation and
  information services for use by travel agencies, via a global computer
  information network.

  	
   

  	
  5-year use
  due between

  09-07-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25912

  	
   

  	
  WORLDSPAN
  GROUP ARCHITECT

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/346,058

  08-22-1997

  2,211,909

  12-15-1998

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies.

  	
   

  	
  5-year use
  due between

  12-15-2003/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21742

  	
   

  	
  WORLDSPAN
  HOTEL SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/264,828

  04-13-1992

  1,784,474

  07-27-1993

  	
   

  	
  Class 039 =
  Computerized travel reservation services.

  	
   

  	
  Renewal due
  between

  07-27-2012/2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22596

  	
   

  	
  WORLDSPAN
  HOTEL SELECT

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/422,004

  08-09-1993

  1,877,037

  01-31-1995

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies.

  	
   

  	
  Renewal due
  between

  01-31-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21157

  	
   

  	
  WORLDSPAN
  LAN

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/124,335

  12-17-1990

  1,825,507

  03-08-1994

  	
   

  	
  Class 039 =
  Providing a computer database for use by travel agencies in providing travel
  information.

  	
   

  	
  Renewal due
  between

  03-08-2003/2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30624

  	
   

  	
  WORLDSPAN ON
  THE WEB (WOW)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/426,556

  07-01-2002

  2,717,391

  05-20-2003

  	
   

  	
  CLASS
  039:  Providing a computer database
  for use by others in the field of transportation reservation and information
  services and information management by means of a global computer network.

  	
   

  	
  5 year use
  due between

  05-20-2008/2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21125

  	
   

  	
  WORLDSPAN
  PLUS

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/100,545

  11-26-1991

  1,776,049

  06-08-1993

  	
   

  	
  Class 039 =
  Travel reservation services.

  	
   

  	
  Allow to EXPIRE per client e-mail instructions of
  06-25-2002

  



 


6

















 


	
  33017

  	
   

  	
  WORLDSPAN
  RAPID REPRICE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/458,064

  10-15-2002

  	
   

  	
  Class 039 =
  Recalculating Transportation Fares to Assist Transportation Organizations and
  Travel Agencies to Improve Customer Service and Maximize Revenue

  	
   

  	
  Office
  Action due

  10-14-2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23087

  	
   

  	
  WORLDSPAN
  REMOTELINK

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/550,034

  07-15-1994

  1,915,686

  08-29-1995

  	
   

  	
  Class 042 =
  Providing access to a computer database in the field of transportation
  reservation and information services for use by travel agencies.

  	
   

  	
  Renewal due
  between

  08-29-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31783

  	
   

  	
  WORLDSPAN
  REPORT MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/283,790

  07-13-2001

  	
   

  	
  Class 039 =
  Providing information in the field of transportation reservation and
  providing transportation reservation services by means of a global computer
  network.

  	
   

  	
  Pending

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27692

  	
   

  	
  WORLDSPAN
  TICKET MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/891,380

  01-07-2000

  05-07-2002

  2,568,109

  	
   

  	
  Class 039 =
  Ticket fulfillment services provided online in the transportation field.

  	
   

  	
  5 year use
  due between

  05-07-2007/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21675

  	
   

  	
  WORLDSPAN
  TOUR SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/264,795

  04-13-1992

  1,785,868

  08-03-1993

  	
   

  	
  Class 039=
  Computerized travel reservation services.

  	
   

  	
  Renewal due
  between

  08-03-2002/2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30586

  	
   

  	
  WORLDSPAN
  TRAVEL BUTTON

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76/095,417

  07-25-2000

  2,654,838

  11-26-2002

  	
   

  	
  Class 039 =
  Providing a computer database for use by others in the field of
  transportation reservation and information services by means of a global
  computer network.

  	
   

  	
  5 year use
  due between

  05-07-2007/2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21082

  	
   

  	
  WORLDSPAN
  TRAVEL SHOPPER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  74/098,914

  09-19-1990

  1,760,787

  03-23-1993

  	
   

  	
  Class 039 =
  Travel reservation services.

  	
   

  	
  Allow to EXPIRE per client e-mail instructions of
  06-27-2002

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/530,673

  08-04-1998

  2,305,708

  01-04-2000

  	
   

  	
  Class 039 =
  Providing information in the field of transportation reservations and
  providing transportation reservation services by means of a global computer
  network.

  	
   

  	
  5-year use
  due between

  01-04-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/297,569

  05-23-1997

  2,268,116

  08-10-1999

  	
   

  	
  Class 039 =
  Computerized travel reservation services.

  	
   

  	
  5-year use
  due between

  08-10-2004/2005

  



 


7

















 


	
  27294

  	
   

  	
  WORLDSPAN
  WORLD FILES

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/710,815

  05-20-1999

  2,343,421

  04-18-2000

  	
   

  	
  Class 039 =
  Providing an on-line electronic database on global computer networks in the
  field of transportation reservations; providing transportation reservation
  services by means of a global computer network.

  	
   

  	
  5-year use
  due between 04-18-2005/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26077

  	
   

  	
  WORLDSPAN
  WORLDGROUP

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/545,672

  08-31-1998

  2,291,133

  11-09-1999

  	
   

  	
  Class 039 =
  Providing information in the field of transportation reservations and
  providing transportation reservation services by means of a global computer
  network.

  	
   

  	
  5-year use
  due between

  11-09-2004/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26869

  	
   

  	
  WORLDSPAN
  WORLDPOINT

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75/579,758

  10-30-1998

  2,311,280

  01-25-2000

  	
   

  	
  Class 042 =
  Providing an on-line electronic database on global computer networks in the
  fields of locating hotels, geographic information, and map images.

  	
   

  	
  5-year use
  due between

  01-25-2005/2006

  



 


WORLDSPAN, L.P.


10th Floor


300 Galleria Parkway, N.W.


Atlanta, Georgia 30339


 


8

















 


WORLDSPAN, LP


Foreign  Trademark
Program - by Country


 


 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  21134

  EUROPEAN
COMMUNITY

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1002468

  11-23-1998
1002468
02-18-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, in International Class 042.

  	
   

  	
  Renewal
  due

  11-23-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20584

  EUROPEAN
  COMMUNITY

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  751107

  02-10-1998
751107
07-13-1999

  	
   

  	
  Travel
  reservation services in International Class 039

  	
   

  	
  Renewal
  due

  02-10-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21126

  EUROPEAN
  COMMUNITY

  	
   

  	
  WORLDSPAN
  WORLD DIAL LINK

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674564

  10-31-1997
674564
05-10-1999

  	
   

  	
  Travel
  reservation services in International Class 039.

  Providing access to a computer database in the field of transportation
  reservation services for use by travel agencies in International class 042.

  	
   

  	
  Renewal
  due

  10-31-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21743

  EUROPEAN
  COMMUNITY

  	
   

  	
  WORLDSPAN
  CRUISE LINE SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674598

  10-31-1997
674598
05-18-1999

  	
   

  	
  Computerized
  travel reservation services in International Class 039

  	
   

  	
  Renewal
  due

  10-31-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21284

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  COMMERCIAL WORLD

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674630

  10-31-1997
674630
09-27-1999

  	
   

  	
  Providing
  access to a computer data base in the field of transportation reservation
  services for use by travel agencies in International Class 039.

  Providing
  access to a computer data base in the field of transportation reservation
  services for use by travel agencies in International Class 042.

  	
   

  	
  Renewal
  due

  10-31-2007

  



 

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  23242

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  POWER PRICING

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674648

  10-31-1997
674648
05-10-1999

  	
   

  	
  Travel
  reservation services in International Class 039.  Providing access time to a computer
  database to the travel industry for the purpose of obtaining multiple fare
  and route options to a booked itinerary in International Class 042

  	
   

  	
  Renewal
  due

  10-31-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23870

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  POWER QUOTE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674697

  10-31-1997
674697
05-18-1999

  	
   

  	
  Travel
  reservation services in International class 039.  Providing access time to a computer
  database to the travel industry for the purpose of obtaining multiple fare
  and route options to a proposed itinerary in International Class 042.

  	
   

  	
  Renewal
  due

  10-31-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22882

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  SECURATE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674515

  10-31-1997
674515
05-18-1999

  	
   

  	
  Travel
  reservation services in International Class 039.  Providing access time to a computer database
  in the field of transportation reservation services for use by travel
  agencies, in International Class 042.

  	
   

  	
  Renewal
  due

  10-31-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21083

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  WORLD STP

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674663

  10-31-1997
674663
05-18-1999

  	
   

  	
  Travel
  reservation services in International Class 039.  Providing access to a computer database in
  the field of transportation reservation services for use by travel agencies
  in International Class 042

  	
   

  	
  Renewal
  due

  10-31-2007

  



 


2

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  26078

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674770

  10-31-1997
674770
05-18-1999

  	
   

  	
  Travel
  reservation services in International Class 039.  Providing corporate clients access to a
  computer database for processing requests for travel information and travel
  bookings in International Class 042.

  	
   

  	
  Renewal
  due

  10-31-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26536

  EUROPEAN
  COMMUNITY

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  811158

  04-20-1998
81158
01-20-2000

  	
   

  	
  Transportation
  reservation and information services in International Class 039;  Providing access to computer databases,
  such access being provided by means of a global computer information network
  in International Class 042

  	
   

  	
  Renewal
  Due

  04-20-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25621

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  619403

  08-21-1997
619403
04-16-1999

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  08-21-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26077

  EUROPEAN COMMUNITY

  	
   

  	
  WORLDSPAN
  WORLDGROUP

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674739

  10-31-1997
674739
05-18-1999

  	
   

  	
  Travel
  reservation services in International Class 039.  Providing access to a computer database in
  the field of transportation reservation and information services for use by
  travel agencies in processing requests for travel information and travel
  bookings in International Class 042.

  	
   

  	
  Renewal
  due

  10-31-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27270

  EUROPEAN
  COMMUNITY

  	
   

  	
  WORLDSPAN
  AND DESIGN (GLOBE AND DESIGN)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1175223

  05-17-1999
1175223
01-02-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042

  	
   

  	
  Renewal
  due

  05-17-2009
DO NOT
  RENEW

  



 


3

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  20584

  ANDORRA

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  11796

  11-26-1998
11796
11-26-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  11-26-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26536

  ANDORRA

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  11797

  11-26-1998
11797
11-26-1998

  	
   

  	
  Providing
  access to computer databases, such access being provided by means of a global
  computer information network in International Class 042

  	
   

  	
  Renewal
  due

  11-26-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARGENTINA

  20584

  	
   

  	
  WORLDSPAN
  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2.288.429

  05-26-2000



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARGENTINA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2.288.429

  05-26-2000



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARGENTINA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2.288.431

  05-26-2000



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARUBA

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  IM-000106.14

  01-06-2000
20338
02-08-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-06-2010

  



 


4

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  ARUBA

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  IM-000106.13

  01-06-2000
20337
02-08-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-06-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARUBA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  IM-000106.12

  01-06-2000
20336
2-08-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-06-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARUBA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  IM-000106.15

  01-06-2000
20339
2-08-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-06-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARUBA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  IM-000106.16

  01-06-2000
20340
2-08-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-06-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUSTRALIA

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  758765

  04-02-1998
758765
11-16-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 042.

  	
   

  	
  Renewal
  due

  04-02-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUSTRALIA

  21675

  	
   

  	
  TOUR
  SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  609458

  08-18-1993
A609458
08-18-1993

  	
   

  	
  Travel
  arrangement services; travel reservation services including computerized
  travel reservation services in International Class 039

  	
   

  	
  Renewal
  due

  08-18-2010

  



 


5

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  AUSTRALIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  758766

  04-02-1998
758766
11-16-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  04-02-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUSTRALIA

  27270

  	
   

  	
  WORLDSPAN
  & DESIGN (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  793851

  05-12-1999
793851
05-12-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  05-12-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUSTRALIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  763420

  05-29-1998
763420
01-15-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 042

  	
   

  	
  Renewal
  due

  05-29-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUSTRALIA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  741501

  08-15-1997
A741501
8-15-1997

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  08-15-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BAHAMAS

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  21269

  12-20-1998
21269
01-28-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039.

  	
   

  	
  Renewal
  due

  12-20-2012
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BAHAMAS

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  21270

  12-20-1998
21270
01-28-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039.

  	
   

  	
  Renewal
  due

  12-30-2012
DO NOT
  RENEW

  



 


6

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  BAHAMAS

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  21,268

  12-30-1998
21268
01-28-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039.

  	
   

  	
  Renewal
  due

  12-30-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BAHRAIN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  370/99

  03-06-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANGLADESH

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  58273/98

  12-14-1998



  	
   

  	
  Printed
  matter, brochures and stationery relating to transportation reservation and
  information services in International Class 016.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BELIZE

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  8856

  02-10-1997
8856
03-30-2001

  	
   

  	
  Class
  039

  	
   

  	
  Renewal
  due

  02-10-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BELIZE

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  N/A

  03-10-1997
ADD 451
11-11-2000

  	
   

  	
  Class
  039

  	
   

  	
  Renewal
  due

  03-10-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BELIZE

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  N/A

  03-10-1997
ADD 452
11-11-2000

  	
   

  	
  Class
  039

  	
   

  	
  Renewal
  due

  03-10-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERMUDA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  30345

  12-11-1998
30345
12-11-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-11-2005

  



 


7

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  BOLIVIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  02831

  03-08-2000



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BOLIVIA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  02827

  03-08-2000
89673
04-07-2003

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039.

  	
   

  	
  Renewal
  due

  04-07-2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BOLIVIA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  02828

  03-08-2000



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BOSNIA
  AND HERZEGOVINA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  BAZ983282A

  12-02-1998



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BRAZIL

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  822463440

  02-17-2000



  	
   

  	
  Travel
  reservation services in International Class 039

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BRAZIL

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  822463474

  02-17-2000



  	
   

  	
  Travel
  reservation services in International Class 039

  	
   

  	
  PENDING

  



 


8

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  BRAZIL

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  822463482

  02-17-2000



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CANADA

  24900

  	
   

  	
  CAR
  SELECT

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  753,058

  04-25-1994
TMA481,626
08-26-1997

  	
   

  	
  Computerized
  travel reservation services

  	
   

  	
  Renewal
  due

  08-26-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CANADA

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  674981

  01-24-1991
TMA427398
05-20-1994

  	
   

  	
  Travel
  agency information services

  	
   

  	
  Renewal
  due

  05-20-2009
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CANADA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  650,372

  02-08-1990
TMA392,001
12-20-1991

  	
   

  	
  Travel
  reservation services

  	
   

  	
  Renewal
  due

  12-20-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CANADA

  33304

  	
   

  	
  WORLDSPAN
  AND DESIGN

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1173618

  04-02-2003



  	
   

  	
  Travel
  reservation services

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CANADA

  26271

  	
   

  	
  WORLDSPAN
  GO!

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  885,993

  07-30-1998
535,505
10-24-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services for use by travel agencies, such access being provided
  by means of a global computer information network.

  	
   

  	
  Renewal
  due

  10-24-2015

  



 


9

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  CANADA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1,007,352

  03-04-1999
564491
07-09-2002

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  07-09-2017

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CANADA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  857,440

  10-30-1997
526262
03-31-2000

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  03-31-2015

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHILE

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  493,478

  07-14-2000
623859
03-05-2002

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  03-05-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHILE

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  493,471

  07-14-2000
583.532
11-27-2000

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  11-27-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHILE

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  493,477

  07-14-2000
584.428
12-05-2000

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  12-05-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHINA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  9800078038

  07-13-1998
1339820
11-27-199

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  Due

  11-27-2009

  



 


10

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  CHINA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  9900157837

  12-27-1999
1587615
06-14-2001

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 039

  	
   

  	
  Renewal
  due

  06-14-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHINA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1555984

  12-24-1999
1555984
04-14-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  04-14-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHINA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99–157838

  12-27-1999
15187649
06-14-2001

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 039

  	
   

  	
  Renewal
  due

  06-14-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COLOMBIA

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  01.019.765

  03-12-2001



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COLOMBIA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  01.019.767

  03-12-2001
243929
11-01-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  11-01-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COLOMBIA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  01.019.769

  03-12-2001
243930
11-01-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  11-01-2011

  



 


11

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  COSTA
  RICA

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2001-8442

  11-08-2001
133619
05-17-2002

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-17-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COSTA
  RICA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2001-8443

  11-08-2001
133618
05-17-2002

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-17-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COSTA
  RICA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2001-8444

  11-08-2001
133620
05-17-2002

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-17-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CZECH
  REPUBLIC

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  137903

  11-23-1998
222410
01-24-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  11-23-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CZECH
  REPUBLIC

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  137905

  11-23-1998
223 382
03-23-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  Due

  11-23-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CZECH
  REPUBLIC

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  137873

  11-20-1998
227 228
10-19-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  11-20-2008

  



 


12

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  CZECH

  REPUBLIC
25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  140079

  02-12-1999
222 539
03-23-2000

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  Due

  12-02-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DOMINICAN
  REPUBLIC

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  001-0196765-1

  02-28-1999
102668
02-28-1999

  	
   

  	
  Computerized
  travel reservation services in Local Class 70

  	
   

  	
  Renewal
  due

  02-28-2009
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DOMINICAN

  REPUBLIC
20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  

  01-17-1999
102882
03-15-1999

  	
   

  	
  Recorded
  computer programs relating to transportation reservation and information
  services in International Class 009.

  	
   

  	
  Renewal
  due

  03-15-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DOMINICAN

  REPUBLIC
26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  12071

  02-29-2000
112680
05-15-2000

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-15-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DOMINICAN

  REPUBLIC
25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  12072

  02-29-2000
112682
05-15-2000

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-15-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ECUADOR

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  101047-99

  12-23-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  



 


13

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  ECUADOR

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  101045-99

  12-23-1999
I-2389-00
10-31-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  10-31-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ECUADOR

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  101046-99

  12-23-1999
I-2390-00
10-31-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  10-31-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EGYPT

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  76440

  02-13-1990
76440
02-13-1990

  	
   

  	
  Transportation
  and storage in International Class 039

  	
   

  	
  Renewal
  due

  02-12-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EGYPT

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  121301

  02-14-1999
121301
05-08-2002

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  02-14-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EGYPT

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  119521

  11-21-1998
119521
11-13-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  11-21-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EGYPT

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  121300

  02-14-1999
121300
05-08-2002

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  02-14-2009

  



 


14

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  EL
  SALVADOR

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  E-4155-00

  06-08-2000
59 Book
  138
08-30-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  08-30-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EL
  SALVADOR

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  E-4157-00

  06-08-2000
21 Book
  137
08-17-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  08-17-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EL
  SALVADOR

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  E-4156-00

  06-08-2000
28 Book
  137
08-17-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  08-17-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESTONIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98-02745

  11-20-1998
31455
06-29-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  Due

  06-29-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESTONIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98-02742

  11-20-1998
31715
07-26-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services by means of a global computer information network in
  International Class 042.

  	
   

  	
  Renewal
  Due

  07-26-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUATEMALA

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1895-99

  03-10-1999
106,820
09-27-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  09-27-2010
DO NOT
  RENEW

  



 


15

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  GUATEMALA

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1896-99

  03-10-1999
110305
03-12-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  03-11-2011
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUATEMALA

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1894-99

  03-10-1999
106819
09-27-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  09-27-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUATEMALA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2000-1472

  02-11-2000
109,751
02-20-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  02-20-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUATEMALA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2000-1473

  02-11-2000
109,752
02-20-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  02-20-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HONDURAS

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  9324/2000

  06-28-2000



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HONDURAS

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  0923/2000

  06-28-2000



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  Published
  for opposition
09-19-2000

  



 


16

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  HONDURAS

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  9322/2000

  06-28-2000



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HONG
  KONG

  21134

  	
   

  	
  DESIGN
  (GLOBE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98/05011

  04-20-1998
7692/1999
06-16-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039.

  	
   

  	
  Renewal
  due

  04-20-2005
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HONG
  KONG

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98
  05000

  04-20-1998
13288/1999
10-29-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039.

  	
   

  	
  Renewal
  Due

  04-20-2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUNGARY

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  M9901004

  03-03-1999
158884
03-03-1999

  	
   

  	
  Computerized
  travel reservation services in International Class 039

  	
   

  	
  Renewal
  due

  03-03-2009
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUNGARY

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  M9403103

  08-16-1994
144567
05-14-1997

  	
   

  	
  Computerized
  travel reservation services in International Class 039

  	
   

  	
  Renewal
  due

  08-16-2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUNGARY

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  M99-01339

  03-22-1999
160581
04-17-2000

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  Due

  03-22-2009

  



 


17

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  HUNGARY

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99
  00039

  01-06-1999
161 430
08-07-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  01-06-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUNGARY

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  M99-01338

  03-22-1999
160,726
05-02-2000

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  Due

  03-22-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INDIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  849455

  04-05-1999



  	
   

  	
  Printed
  matter, brochures and stationer relating to transportation reservation and
  information services in International Class 016.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INDONESIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  J98
  22056

  12-24-1998
450307
07-14-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IRELAND

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  91/1657

  04-05-1991
152521
04-05-1991

  	
   

  	
  Brochures,
  tickets, printed schedules and printed materials relating to travel agency
  services in International Class 16

  	
   

  	
  Renewal
  due

  04-05-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IRELAND

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  764/90

  02-09-1990
138503
02-09-1990

  	
   

  	
  Recorded
  computer programs in International Class 039

  	
   

  	
  Renewal
  due

  02-09-2007

  



 


18

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  ISRAEL

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  7900

  02-18-1991
T/79000
02-18-1991

  	
   

  	
  Travel
  reservation services in International Class 039

  	
   

  	
  Renewal
  due

  02-18-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ISRAEL

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  75331

  02-12-1990
T/75331
02-12-1991

  	
   

  	
  Travel
  reservation services in International Class 039

  	
   

  	
  Renewal
  due

  02-12-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ISRAEL

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  125746

  02-14-1999
125746
04-06-2000

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  02-14-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ISRAEL

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  124680

  12-21-1998
124680
02-07-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  12-21-2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ISRAEL

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  125745

  02-14-1999
125745
02-07-2000

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  02-14-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JAPAN

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  41542/98

  05-20-1998
4300824
07-13-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  07-13-2009
DO NOT
  RENEW

  



 


19

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  JAPAN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  041543/98

  05-20-1998
429043
07-02-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  07-02-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JAPAN

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  037994/99

  04-30-1999
4542545
02-08-2002

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  02-08-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JAPAN

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  010374/99

  02-10-1999
4383872
05-19-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  05-19-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JAPAN

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  037993/99

  April 30,
  1999
4414965
09-08-2000

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  09-08-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JORDAN

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  51229

  07-26-1998
51229
07-26-1999

  	
   

  	
  Printed
  matter, brochures and stationery relating to transportation reservation and
  information services in International Class 016.

  	
   

  	
  Renewal
  due

  07-26-2005
DO NOT RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JORDAN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  50544

  07-26-1998
50544
10-29-1999

  	
   

  	
  Printed
  matter, brochures and stationery relating to transportation reservation and
  information services in International Class 016.

  	
   

  	
  Renewal
  due

  07-26-2005

  



 


20

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  KAZAKHSTAN

  21134

  	
   

  	
  DESIGN
  (GLOBE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  13109

  12-21-1998
10104
02-18-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-21-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KAZAKHSTAN

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  13112

  12-21-1998
10107
02-18-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-21-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KAZAKHSTAN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  13110

  12-21-1998
10105
02-18-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-21-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KENYA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  SMA/1721

  06-07-1999
SMA/1721
04-09-2002

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  06-07-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KENYA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  SMA/1725

  06-07-1999
SMA/1725
04-09-2002

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042

  	
   

  	
  Renewal
  due

  06-07-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KENYA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  SMA/1724

  06-07-1999
SMA/1724
04-09-2002

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  06-07-2006

  



 


21

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  KENYA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  SMA/1726

  06-07-1999
SMA/1726
04-09-2002

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  06-07-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KOREA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98-3667

  05-05-1998
055409
06-28-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  06-28-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KOREA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99-1605

  02-18-1999
59168
01-24-2000

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  01-24-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KOREA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98-10937

  12-28-1998
060626
04-18-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  Due

  04-18-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KOREA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99-1604

  02-18-1999
059167
01-24-2000

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  01-24-2010

  



 


22

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  KUWAIT

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  42584

  03-08-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LATVIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  M-98-2925

  12-23-1998
M45421
02-20-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-23-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LATVIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  M-98-2928

  12-23-1998



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LEBANON

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  96-01-0150332

  08-24-1998
76839
08-24-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  08-24-2013
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LEBANON

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  

  08-24-1998
76838
08-24-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  08-24-2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIECHTENSTEIN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  11038

  01-20-1999
11038
04-27-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-20-2009

  



 


23

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  LITHUANIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98-4016

  12-22-1998
39405
08-17-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-22-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LITHUANIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98-4017

  12-22-1998
M45230
01-20-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  12-22-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MADAGASCAR

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99/0166

  04-30-1999
03367
04-12-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  04-30-2009
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MADAGASCAR

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99/0165

  04-30-1999
03366
04-12-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  04-30-2009
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MADAGASCAR

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99/0164

  04-30-1999
03365
04-12-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  04-30-2009

  



 


24

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  MALTA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  23615

  04-30-1999



  	
   

  	
  Computer
  software for business, computerized travel reservation, information systems,
  business management, bookkeeping, database, auditing and accounting
  applications, education, pre-recorded video tapes, audio tapes, and other
  optical and magnetic media, scientific, nautical, surveying, electric,
  photographic, cinematographic, optical, weighing, measuring, signalling,
  checking (supervision) life-saving and teaching apparatus and instruments;
  apparatus for recording, transmission or reproduction of sound or images;
  magnetic data carriers, recording discs; automatic vending machines and
  mechanisms for coin-operated apparatus; cash registers, calculating machines,
  data processing equipment and computers; fire-extinguishing apparatus
  produced by them and/or of their trade in International Class 009.

  	
   

  	
  Renewal
  due

  11-22-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MALTA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  29612

  12-24-1998
29612
12-24-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  12-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  21284

  	
   

  	
  COMMERCIAL
  WORLD

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  211,418

  09-08-1994
478,505
11-03-1994

  	
   

  	
  Providing
  access to computer database in the field of transportation reservation
  services for use by travel agencies in International Class 039

  	
   

  	
  Renewal
  due

  09-08-2004

  



 


25

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  MEXICO

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  359329

  01-06-1999
6091046
04-20-1999

  	
   

  	
  Providing
  access time to a computer database to the travel industry for the purpose of
  obtaining multiple fare and route options to a booked itinerary in International
  Class 042

  	
   

  	
  Renewal
  due

  01-06-2009
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  23242

  	
   

  	
  POWER
  PRICING

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  355225

  11-24-1998
599816
01-29-1999

  	
   

  	
  Providing
  access time to a computer database to the travel industry for the purpose of
  obtaining multiple fare and route options to a booked itinerary in
  International Class 042

  	
   

  	
  Renewal
  due

  11-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  24890

  	
   

  	
  POWER
  SHOPPER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  355225

  11-24-1998
355225
01-29-1999

  	
   

  	
  Providing
  access time to a computer database to the travel industry for the purpose of
  obtaining multiple fares for a proposed domestic and/or international
  itinerary in International Class 042.

  	
   

  	
  Renewal
  due

  11-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  21126

  	
   

  	
  WORLD
  DIAL LINK

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  211,419

  09-08-1994
506942
10-16-1995

  	
   

  	
  Providing
  access to computer database in the field of transportation reservation
  services for use by travel agents in International Class 039.

  	
   

  	
  Renewal
  due

  09-08-2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  21083

  	
   

  	
  WORLD
  STP

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  355224

  11-24-1998
599814
01-29-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation
  services for use by travel agencies in International Class 042

  	
   

  	
  Renewal
  due

  11-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  81,500

  02-18-1990
389,828
01-31-1991

  	
   

  	
  Computerized
  travel reservation service in International Class 039

  	
   

  	
  Renewal
  due

  02-20-2005

  



 


26

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  MEXICO

  26271

  	
   

  	
  WORLDSPAN
  GO!

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  346680

  09-09-1998
595148
11/30/98

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services for use by travel agencies, such access being provided
  by means of a global computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  09-09-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  355220

  11-24-1998
355220
02-25-1999

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  11-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  366696

  03-09-1999
609155
04-20-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  03-09-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MEXICO

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  318145

  12-18-1997
571542
02-27-1998

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  12-18-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW
  ZEALAND

  21675

  	
   

  	
  TOUR
  SOURCE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  229384

  08-16-1993
229384
10-03-1996

  	
   

  	
  Computerized
  travel reservation services in International Class 039

  	
   

  	
  Renewal
  due

  08-16-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW
  ZEALAND

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  303116

  12-21-1998
303116
03-29-1999

  	
   

  	
  Providing
  of access to a computer database in the field of transportation reservation
  and information services relating to travel in International Class 042.

  	
   

  	
  Renewal
  due

  12-21-2005

  



 


27

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  NICARAGUA

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2000/03084

  06-28-2000



  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NICARAGUA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2000/03086

  06-28-2000
48976
05-21-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-20-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NICARAGUA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2000/03085

  06-28-2000
48975
05-22-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-21-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NIGERIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  TP.38954

  01-25-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NIGERIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  TP.38953

  01-25-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORWAY

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  90.0745

  02-09-1990
148.332
01-02-1992

  	
   

  	
  International
  Class 039

  	
   

  	
  Renewal
  due

  01-02-2012

  



 


28

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  NORWAY

  27270

  	
   

  	
  WORLDSPAN
  AND DESIGN (GLOBE AND SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  202018

  08-18-1999
202018
03-16-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  Due

  03-16-2010
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORWAY

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  199901513

  02-15-1999
205971
12-08-2000

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  12-08-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORWAY

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98.11907

  12-22-1998
198490
07-16-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global computer
  information network in International Class 039.

  	
   

  	
  Renewal
  due

  07-16-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORWAY

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  199901512

  02-15-1999
198690
08-05-1999

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  08-05-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OMAN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  19397

  01-30-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PAKISTAN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  157319

  08-25-1999



  	
   

  	
  Printed
  matter, brochures and stationery relating to transportation reservation and
  information services in International Class 016.

  	
   

  	
  PENDING

  



 


29

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  PANAMA

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  107382

  05-22-2000
107382
04-16-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-22-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PANAMA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  107380

  05-22-2000
107380
04-16-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-22-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PANAMA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  107381

  05-22-2000
107381
04-16-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  05-22-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARAGUAY

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  24807-1999

  03-23-1999
223453
03-24-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  03-24-2010
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARAGUAY

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  5427-1999

  03-23-1999
222163
01-26-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-26-2010
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARAGUAY

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  5426-1999

  03-23-1999
222011
01-19-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-19-2010

  



 


30

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  PARAGUAY

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  233588

  02-21-2000
233588
03-23-2001

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  03-23-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  96791-1999

  12-09-1999
21148
04-25-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  04-25-2010
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  23152

  	
   

  	
  FASTMAIL

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  97896-1999

  12-23-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  23242

  	
   

  	
  POWER
  PRICING

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  20891

  12-23-1999
20891
03-20-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  03-20-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  24890

  	
   

  	
  POWER
  SHOPPER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  20808

  12-23-1999
20808
03-27-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  03-27-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  22882

  	
   

  	
  SECURATE
  AIR

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  20807

  12-23-1999
20807
03-27-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  03-27-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  097202-1999

  12-14-1999
25612
03-13-2001

  	
   

  	
  Class
  038

  	
   

  	
  Renewal
  due

  03-13-2011

  



 


31

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  PERU

  20584

  	
   

  	
  WORLDSPAN

  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  96788-1999

  12-14-1999
24945
11-30-2000

  	
   

  	
  Class
  039

  	
   

  	
  Renewal
  due

  11-30-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  26271

  	
   

  	
  WORLDSPAN
  GO

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  097894-1999

  12-14-1999
24948
03-19-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  03-19-2011

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  22882

  	
   

  	
  WORLDSPAN
  NET

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  20802

  12-23-1999
20802
03-27-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  03-27-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  096786

  12-14-1999
24944
11-30-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  11-30-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERU

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  096789

  12-11-1999
24946
11-30-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  11-30-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PHILIPPINES

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  01008

  02-12-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  



 


32

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  POLAND

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  Z137
  177

  08-18-1994
92718
12-24-1996

  	
   

  	
  Computerized
  travel reservation services in International Class 039

  	
   

  	
  Renewal
  due

  08-18-2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PORTUGAL

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  261
  881

  02-09-1990
261 881
08-20-1992

  	
   

  	
  International
  Class 039

  	
   

  	
  Renewal
  due

  08-20-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POLAND

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  Z-197
  940

  02-17-1999



  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POLAND

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  Z-195
  995

  12-23-1998
135395
04-16-2003

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  12-23-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  POLAND

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  Z-197
  941

  02-17-1999



  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PUERTO
  RICO

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  47662

  08-26-1999
47662
08-26-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  08-26-2009
DO NOT
  RENEW

  



 


33

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  PUERTO
  RICO

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  47674

  08-26-1999
47674
08-26-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  08-26-2009
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PUERTO
  RICO

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  42,671

  08-26-1999
42,671
08-26-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  08-26-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  QATAR

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  20073

  02-22-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROMANIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  39986

  06-26-1996
47417
05-23-2003

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  06-26-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROMANIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  53412

  02-03-1999
37350
02-03-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  02-03-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RUSSIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  94033977

  09-26-1994
137328
01-25-1996

  	
   

  	
  Computerized
  travel reservation services in International Class 039

  	
   

  	
  Renewal
  due

  09-26-2004

  



 


34

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  RUSSIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98720048

  12-22-1998
196861
11-22-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  12-22-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAUDI
  ARABIA

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  

  03-05-1999

  504/88
03-05-1999

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  11-15-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAUDI
  ARABIA

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  

  03-05-1999

  504/67
03-05-1999

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  11-15-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAUDI
  ARABIA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  34144

  05-22-1996
407/4
05-22-1996

  	
   

  	
  Computerized
  travel reservation service in International Class 039

  	
   

  	
  Renewal
  due

  02-02-2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAUDI
  ARABIA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  48253

  03-06-1999
504/65
10-25-2002

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  11-15-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAUDI
  ARABIA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  48254

  03-06-1999
504/90
03-06-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  11-15-2008

  



 


35

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  SAUDI
  ARABIA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  48252

  03-06-1999
555/54
03-06-1999

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  11-14-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SINGAPORE

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  S/12788/98

  12-23-1998
T98/12788B
12-23-1998

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-23-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SLOVAK
  REPUBLIC

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2979-98

  11-24-1998
192,271
09-25-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042

  	
   

  	
  Renewal
  due

  11-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SLOVAK
  REPUBLIC

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2977-98

  11-24-1998
192,269
09-25-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  11-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SLOVAK
  REPUBLIC

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  2978-98

  11-24-1998
192,270
09-25-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  11-24-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SOUTH
  AFRICA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98/23079

  12-21-1998
98/23079
11-05-2002

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-21-2008

  



 


36

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  SOUTH
  AFRICA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99/02287

  02-12-1999
99/02287
09-09-2002

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  02-12-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SOUTH
  AFRICA

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  98/23078

  12-21-1998
378/99
04-04-2002

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  12-21-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SOUTH
  AFRICA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  99/02286

  02-12-1999
99/02286
11-05-2002

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  02-12-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SRI
  LANKA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  91081

  02-14-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWEDEN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  90-01358

  02-12-1990
230 060
02-07-1992

  	
   

  	
  International
  Class 039

  	
   

  	
  Renewal
  due

  02-07-2012

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWITZERLAND

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1294/1991/7

  02-25-1991
388777
10-29-1991

  	
   

  	
  International
  Classes 009, 016

  	
   

  	
  Renewal
  due

  10-29-2011
DO NOT
  RENEW

  



 


37

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  SWITZERLAND

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  10796/1998

  12-29-1998
461393
12-29-1998

  	
   

  	
  Computerized
  travel reservations services in International Class 042.

  	
   

  	
  Renewal
  due

  12-29-2008
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWITZERLAND

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1113/1990.3

  02-09-1990
382 487
02-09-1990

  	
   

  	
  International
  Classes 009, 016

  	
   

  	
  Renewal
  due

  02-09-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWITZERLAND

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  06600/2000

  06-02-2000
478 891
01-04-2001

  	
   

  	
  International
  Class 39

  	
   

  	
  Renewal
  due

  06-02-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWITZERLAND

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  01266/1999

  02-12-1999
462687
10-30-1999

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  02-12-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWITZERLAND

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  10795/1998

  12-29-1998
461361
09-14-1999

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services, such access being provided by means of a global
  computer information network in International Class 039.

  	
   

  	
  Renewal
  due

  12-29-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWITZERLAND

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  01265/1999

  02-12-1999
462687
10-30-1999

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  02-12-2009

  



 


38

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  TAIWAN

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  8800426

  01-30-1999
120843
02-01-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-31-2010
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TAIWAN

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  88004124

  01-30-1999
120842
02-01-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  02-01-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THAILAND

  25913

  	
   

  	
  WORLDSPAN
  AND DESIGN

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  380155

  02-05-1999
SM9964
05-01-2000

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services for use by travel agencies in International Class 042.

  	
   

  	
  Renewal
  due

  02-04-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TONGA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  TO/M/00/00412

  03-15-2000



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25621

  TONGA

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  TO/M/00/00414

  03-15-2000



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TURKEY

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1222/90

  02-16-1990
117679
02-16-1990

  	
   

  	
  Class
  016

  	
   

  	
  Renewal
  due

  02-16-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TURKEY

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1999/1683

  02-23-1999
206101
02-23-1999

  	
   

  	
  Providing
  corporate clients access to a computer database for processing requests for
  travel information and travel bookings in International Class 042.

  	
   

  	
  Renewal
  due

  02-23-2009

  



 


39

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  TURKEY

  26536

  	
   

  	
  WORLDSPAN
  WAVE

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1999/262

  01-12-1999
206333



  	
   

  	
  Computer
  programs relating to transportation reservation and information services,
  such access being provided by means of a global computer information network
  in International Class 009.

  	
   

  	
  Renewal
  due

  01-12-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TURKEY

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1999/1682

  02-23-1999
206103
02-23-1999

  	
   

  	
  Computerized
  travel reservation services in International Class 039.

  	
   

  	
  Renewal
  due

  02-23-2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED
  ARAB

  EMIRATES
20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  28647

  10-20-1998
33687
10-09-2002

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 039

  	
   

  	
  Renewal
  due

  10-20-2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED
  KINGDOM

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1453402

  01-23-1991
1453402
10-02-1992

  	
   

  	
  Travel
  agency information services in International class 039

  	
   

  	
  Renewal
  due

  10-22-2007
DO NOT
  RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED
  KINGDOM

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  1414155

  02-10-1990
B1414155
02-10-1990

  	
   

  	
  Computerized
  information services relating to travel and travel reservations; all included
  in International Class 039

  	
   

  	
  Renewal
  due

  02-10-2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  URUGUAY

  21134

  	
   

  	
  DESIGN
  (GLOBE)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  321.527

  03-24-2000
321.527
10-17-2000

  	
   

  	
  Class
  039

  	
   

  	
  Renewal
  due

  10-17-2010
DO NOT
  RENEW

  



 


40

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  URUGUAY

  26458

  	
   

  	
  DESIGN
  (SWISH)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  321.442

  03-24-2000

  321.442

  10-12-2000

  	
   

  	
  Class
  039

  	
   

  	
  Renewal
  due

  10-12-2010

  DO NOT RENEW

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20584

  URUGUAY

  	
   

  	
  WORLDSPAN
  (WORD
  MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  321,444

  03-24-2000

  321.444

  10-12-2000

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  Renewal
  due

  10-12-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26078

  URUGUAY

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  321.443

  03-24-2000

  321.443

  10-13-2000

  	
   

  	
  Class
  039 = Providing information in the field of transportation reservations and
  providing transportation reservation services by means of a global computer
  network.

  	
   

  	
  Renewal
  due

  10-13-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25621

  URUGUAY

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  321.445

  03-24-2000

  321.445

  10-13-2000

  	
   

  	
  Class
  039 = Computerized travel reservation services.

  	
   

  	
  Renewal
  due

  10-13-2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20584

  VENEZUELA

  	
   

  	
  WORLDSPAN  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  6587/99

  04-20-1999



  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26078

  VENEZUELA

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  3549/2000

  03-02-2000

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING
  
 Published for opposition 07-07-2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25621

  VENEZUELA

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  3550/2000

  03-02-2000

  	
   

  	
  Travel
  reservations services in Class 39

  	
   

  	
  PENDING

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WESTERN
  SAMOA

  20584

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  3982

  01-31-2000

  3982

  09-24-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-31-2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WESTERN
  SAMOA

  26078

  	
   

  	
  WORLDSPAN
  TRIP MANAGER

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  3985

  01-31-2000

  3985

  09-24-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-31-2014

  



 


41

















 


	
  COUNTRY

  DOCKET NO.

  	
   

  	
  MARK

  	
   

  	
  SERIAL NO.

  REG. NO.

  	
   

  	
  GOODS/SERVICES/CLASS

  	
   

  	
  STATUS

  
	
  WESTERN
  SAMOA

  25621

  	
   

  	
  WORLDSPAN
  WIRED

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  3986

  01-31-2000

  3986

  09-24-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  01-31-2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20584

  YEMEN

  	
   

  	
  WORLDSPAN
  (WORD MARK)

  	
   

  	
  Ser

  Fld

  Reg

  Iss

  	
  15230

  12-27-1999

  12819

  01-21-2001

  	
   

  	
  Providing
  access to a computer database in the field of transportation reservation and
  information services in International Class 042.

  	
   

  	
  Renewal
  due

  12-27-2009

  



 


 


42

















 


 


SCHEDULE 4.9(c)


 


PATENTS


 


 


The inventors of each of the
following inventions have executed an assignment in favor of Worldspan, L.P.,
and the assignments have been recorded at the Patent and Trademark Office.


 


1.               U.S.
Patent Application - Method, Computer Program and System for Pushing Flight
Information to Passengers; Inventors: 
Paul J. Miller and Asit K. Jena; Docket No. 30750; filed October 12,
2000.


 


2.               U.S.
Patent Application - Enterprise Software Gateway; Inventor: John Orsolits;
Docket No. 31445; filed September 10, 2001.


 


3.               U.S.
Patent Application - System and Method for Caching and Retrieving Flight
Availability Data; Inventor(s): Diane Fay et al, Docket No. 32394; filed April
1, 2002.


 


4.               U.S.
Patent Provisional Application - Method and Computer Program for Interactive
Hotel Mapping; Inventor: Steven Murphy; Docket No. 33804PRO; filed June 3, 2003.


 


S-4.9(c)


 


1

















 


SCHEDULE 4.9(d)


 


COPYRIGHTS


 


 


Each of the copyrights listed
below has been registered by Worldspan, L.P. in the United States.


 


1.                                       Title:  Worldspan Disk Drive Utility Computer
Program


Registration
No.:  TXu 688-224


Date of
Registration:  4/26/95


 


2.                                       Title:  Worldspan AVS Database


Registration
No.: TX5589147


Date of          Registration:  9/17/02


 


3.                                       Title:  Worldspan Computer Interface Program


Registration
No.: TX5586920


Date of
Registration:  9/27/02


 


4.                                       Title:  Worldspan Echo Availability Database


Registration
No.: TX5589168


Date of
Registration:  9/27/02


 


5.                                       Title:  Worldspan/Kinetics Computer Interface
Program


Registration
No.: TX5589163


Date of
Registration:  10/3/02


 


S-4.9(d)


 


1

















 


SCHEDULE 4.9(e)


 


INTELLECTUAL PROPERTY
LICENSES


 


 


1.               Software License Agreement, dated March
8, 2000, between Worldspan, L.P. and Kinetics, Inc.


 


2.               License and Development Agreement, dated
April 1, 1999, between Worldspan, L.P., and Travel Technologies Group, L.L.C.


 


3.               Delta FASA


 


4.               Northwest FASA


 


5.               Licenses, on a non-exclusive basis, of
Intellectual Property to subscribers or travel suppliers for use in connection
with doing business with Worldspan.


 


6.               Software
License Agreement dated October 1, 2000 between Datalex Limited and Worldspan,
L.P., as amended by:


 


•                                          First
Amendment to the Software License Agreement, dated February, 2001, between
Worldspan, L.P. and Datalex (Ireland) Limited (f/k/a Datalex Limited).  (Not dated)


•                                          Second
Amendment to the Software License Agreement, dated as of April 7, 2003, between
Worldspan, L.P. and Datalex Limited


 


7.               Marketing
and Technology Agreement dated September 5, 2000 between Worldspan, L.P. and
Viator, Inc.


 


8.               Amended
and Restated Development Agreement, dated June 28, 2001, between Expedia, Inc.
and Worldspan, L.P.


 


9.               Amended
and Restated Software License Agreement, dated December 19, 2002, among
Worldspan, L.P., Viator, Inc. and Viator Systems Pty Limited.


 


10.         Custom
software has been developed by SITA/Equant for the Stratus “Communications
Front End” platform.  This software
provides communications support for X.25 and TCP/IP traffic to the Worldspan
GDS host.  The latest revision was to
provide for support of the Worldspan “Extended MATIP” protocol that interface
with either the original Worldspan Software Gateway distributed or the newer
eGateway product.


 


11.         Master
Software License Agreement dated August 30, 2001 between Vinet Europe Limited
and Worldspan Services Limited.


 


12.         License
and Services Agreement dated April 4, 2001 between Worldspan, L.P. and Promero,
Inc.


 


S-4.9(e)


 


1

















 


13.         Master
Software License Agreement dated June 28, 2000 between Worldspan Services
Limited and S2 Systems International Limited.


 


14.         Software
License Agreement dated July 31, 2001 between Worldspan and IBM.


 


15.         TCP/IP
and ASTOX Software Agreement dated January 29, 1998 between Worldspan and
Novus.


 


16.         Worldspan
licenses standard, commercially available off-the-shelf computer software or
Intellectual Property that could be, in all material respects, readily replaced
on commercially equivalent terms and without undue diversion or dedication of
resources, or acquisition of services necessary for the installation,
integration or operation of such replacement items.


 


17.         Data
license agreement, dated as of August 9, 2000, by and between ITA Software,
Inc. and Worldspan, L.P.


 


18.         License
Agreement, dated as of March 18, 2003, by and between Eland Technologies and
Worldspan, L.P.


 


2

















 


SCHEDULE 4.15


 


SUBSIDIARIES


 


 


	
   

  	
  Subsidiary

  	
   

  	
  Jurisdiction
  / Type of

  Entity

  	
   

  	
  Owner

  	
   

  	
  Equity

  Ownership

  
	
  1.

  	
  WS Holdings
  LLC

  	
   

  	
  Delaware

  	
   

  	
  Travel Transaction Processing Corporation

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Worldspan,
  L.P.

  	
   

  	
  Delaware

  	
   

  	
  WS Holdings LLC and Travel Transaction Processing Corporation

  	
   

  	
  100% of the limited partnership and general partnership interests,
  respectively

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  WS Financing
  Corp.

  	
   

  	
  Delaware

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Worldspan
  Services Limited

  	
   

  	
  English
  company

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Worldspan
  International Inc.

  	
   

  	
  Ontario
  corporation

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Worldspan de
  Mexico, SA de CV

  	
   

  	
  Mexican
  corporation

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  Wholly-owned (except for 1 share owned by Mexican law firm on behalf
  of Worldspan)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Worldspan
  South American Holdings LLC

  	
   

  	
  Georgia LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Worldspan
  S.A. Holdings II, LLC

  	
   

  	
  Georgia LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Worldspan
  Andina S.R.L.

  	
   

  	
  Peruvian LLC

  	
   

  	
  Worldspan S.A. Holdings II, LLC

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Worldspan
  Services Costa Rica, Sociedad de Responsibilidad Limitada

  	
   

  	
  Costa Rican
  company

  	
   

  	
  Worldspan South American Holdings LLC

  	
   

  	
  100%

  



 


S-4.15


 


1

















 


	
   

  	
  Subsidiary

  	
   

  	
  Jurisdiction
  / Type of

  Entity

  	
   

  	
  Owner

  	
   

  	
  Equity

  Ownership

  
	
  11.

  	
  Worldspan
  Services Argentina S.R.L.

  	
   

  	
  Argentinian
  limited company

  	
   

  	
  Worldspan South American Holdings LLC

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Worldspan
  Mercosul Ltda.

  	
   

  	
  Brazilian
  LLC

  	
   

  	
  Worldspan South American Holdings LLC

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Worldspan
  Services Venezuela, S.A.

  	
   

  	
  Venezuelan
  company

  	
   

  	
  Worldspan South American Holdings LLC

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Worldspan
  Services Chile Limitada

  	
   

  	
  Chilean LLC

  	
   

  	
  Worldspan South American Holdings LLC

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Worldspan
  Hungary Kft.

  	
   

  	
  Hungarian
  corporation

  	
   

  	
  Worldspan Services Limited

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Worldspan
  Services Romania S.R.L.

  	
   

  	
  Romanian
  corporation

  	
   

  	
  Worldspan Services Limited

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Worldspan
  Greece Global Travel Information Services

  	
   

  	
  Greek
  corporation

  	
   

  	
  Worldspan Services Limited

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Worldspan
  Poland Sp. zo.o

  	
   

  	
  Polish
  corporation

  	
   

  	
  Worldspan Services Limited

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Worldspan
  Dutch Holdings B.V.

  	
   

  	
  Dutch
  company

  	
   

  	
  Worldspan Services Limited

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Worldspan
  Services Hong Kong Limited

  	
   

  	
  Hong Kong
  company

  	
   

  	
  Worldspan Services Limited

  	
   

  	
  100%

  



 


2

















 


	
   

  	
  Subsidiary

  	
   

  	
  Jurisdiction
  / Type of

  Entity

  	
   

  	
  Owner

  	
   

  	
  Equity

  Ownership

  
	
  21.

  	
  Worldspan
  Services Singapore PTE LTD

  	
   

  	
  Singapore
  company

  	
   

  	
  Worldspan Services Limited

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Worldspan
  iJet Holdings, LLC

  	
   

  	
  Delaware LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Worldspan
  XOL LLC

  	
   

  	
  Georgia LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Worldspan
  BBN Holdings, LLC

  	
   

  	
  California
  LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  Worldspan
  Digital Holdings, LLC

  	
   

  	
  Delaware LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Worldspan
  StoreMaker Holdings, LLC

  	
   

  	
  Delaware LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  Worldspan
  Viator Holdings, LLC

  	
   

  	
  Delaware LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  Worldspan
  OpenTable Holdings, LLC

  	
   

  	
  Georgia LLC

  	
   

  	
  Worldspan, L.P.

  	
   

  	
  100%

  



 


3

















 


SCHEDULE 4.19(a)-1


 


UCC FILING
JURISDICTIONS—COLLATERAL


 


	
  Loan Party

  	
   

  	
  Filing
  Office

  
	
  Travel
  Transaction Processing Corporation

  	
   

  	
  Delaware

  
	
  WS Holdings
  LLC

  	
   

  	
  Delaware

  
	
  Worldspan,
  L.P.

  	
   

  	
  Delaware

  
	
  Worldspan
  South American Holdings LLC

  	
   

  	
  Georgia

  
	
  Worldspan
  S.A. Holdings II, L.L.C.

  	
   

  	
  Georgia

  
	
  Worldspan
  iJet Holdings, LLC

  	
   

  	
  Delaware

  
	
  Worldspan
  XOL LLC

  	
   

  	
  Georgia

  
	
  Worldspan
  BBN Holdings, LLC

  	
   

  	
  California

  
	
  Worldspan
  Digital Holdings, LLC

  	
   

  	
  Delaware

  
	
  Worldspan
  Storemaker Holdings, LLC

  	
   

  	
  Delaware

  
	
  Worldspan
  Viator Holdings, LLC

  	
   

  	
  Delaware

  
	
  Worldspan
  OpenTable Holdings, LLC

  	
   

  	
  Georgia

  



 


S-4.19(a)-1

















 


SCHEDULE 4.19(a)-2


 


UCC FINANCING
STATEMENTS TO REMAIN ON FILE


 


 


 


S-4.19(a)-2


 


1

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Fleet
  Business Credit Corporation

  	
   

  	
  Konica
  Copiers

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/15/2001
  #11391197

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Fleet
  Business Credit, LLC

  	
   

  	
  Leased
  computer, data processing equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/10/2002
  #20080477

  	
   

  	
  Assignment
  Filed 1/31/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Citicapital
  Commercial Corporation

  	
   

  	
  Leased
  computer, data processing equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  4/4/2002
  #21039746

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  4/22/2002
  #21158942

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  GATX
  Technology Services Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  6/18/2002
  #21742760

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, telecommunications equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  8/13/2002
  #22036303

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, telecommunications equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  8/13/2002
  #22036675

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Fleet
  Business Credit, LLC

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/7/2003
  #30049620

  	
   

  	
  Assignment
  Filed 1/22/03

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Fleet
  Business Credit, LLC

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/7/2003
  #30049638

  	
   

  	
  Assignment
  Filed 1/22/03

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Fleet
  Business Credit, LLC

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/7/2003
  #30049646

  	
   

  	
  Assignment
  Filed 1/22/03

  



 


2

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/21/2003
  #30316110

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/21/2003
  #30316151

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/21/2003
  #30317191

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Fleet
  Business Credit LLC

  	
   

  	
  leased
  equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  3/4/2003
  #30709132

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  De
  Lage Landen Financial

  	
   

  	
  leased
  equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  4/10/2003
  #31051229

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hewlett-Packard
  Company

  	
   

  	
  leased
  data communication and network control equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/21/1995
  #007-1995-001107

  	
   

  	
  Continuation
  filed 4/5/00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Sanwa
  Business Credit Corporation

  	
   

  	
  Symmetrix
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  9/16/1998
  #007-1998-007775

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  EMC
  Corporation

  	
   

  	
  Symmetrix
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  9/18/1998
  #007-1998-007827

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  6/14/1999
  #007-1999-006061

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  11/4/1999
  #007-1999-011315

  	
   

  	
   

  



 


3

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
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  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  7/26/2000
  #007-2000-008993

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/23/2001
  #007-2001-000257

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/4/2001
  #007-2001-002994

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/12/2001
  #007-2001-003457

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  5/4/2001
  #007-2001-004355

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  5/7/2001
  #007-2001-004448

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  6/26/2001
  #007-2001-006957

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  8/13/2002
  #007-2002-008319

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  11/18/2002
  #007-2002-011672

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  11/25/2002
  #007-2002-011966

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/2/2003
  #007-2003-000009

  	
   

  	
   

  



 


4

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
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  Original
  File Date

  and Number

  	
   

  	
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  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/6/2003
  #007-2003-000138

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/13/2003
  #007-2003-000396

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/31/2003
  #007-2003-001083

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  3/6/2003
  #007-2003-002561

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/1/2003
  #007-2003-003640

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/7/2003
  #007-2003-003852

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  computer
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/25/2003
  #007-2003-00461

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  The
  Cit Group/Equipment Financing Inc.

  	
   

  	
  original
  missing

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  7/19/1993
  #795536

  	
   

  	
  Continuation
  Filed 6/4/98

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  The
  Cit Group/Equipment Financing Inc.

  	
   

  	
  original
  missing

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  7/19/1993
  #795538

  	
   

  	
  Continuation
  Filed 6/4/98

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  The
  Cit Group/Equipment Financing Inc.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  5/3/1994
  

  #810412

  	
   

  	
  Continuation
  Filed 3/17/99

  



 


5

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  6/10/1998
  #60199812032

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/10/1998
  #60199816708

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820609

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820610

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820611

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820612

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820613

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820614

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820615

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/5/1998
  #60199820616

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820652

  	
   

  	
   

  



 


6

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
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  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820653

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820654

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820656

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820657

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820658

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820659

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820660

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820661

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820662

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820663

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/6/1998
  #60199820664

  	
   

  	
   

  



 


7

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
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  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/13/1998
  #60199821102

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/12/1998
  #60199823179

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Corporation

  	
   

  	
  computer
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/24/1998
  #60199824027

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  1/11/1999
  #60199900521

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902239

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902240

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902241

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902242

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902243

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902247

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902248

  	
   

  	
   

  



 


8

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902249

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902250

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902251

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902252

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/3/1999
  #60199902253

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/25/1999
  #60199903788

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  3/16/1999
  #60199905021

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  4/6/1999
  #60199906611

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  5/6/1999
  #60199909014

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  9/20/1999
  #60199918201

  	
   

  	
   

  



 


9

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  9/23/1999
  #60199918496

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  9/27/1999
  #60199918763

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/19/1999
  #60199920285

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/25/1999
  #60199920598

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/25/1999
  #60199920636

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/25/1999
  #60199920637

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/25/1999
  #60199920638

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/3/1999
  #60199921280

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/3/1999
  #60199921281

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/12/1999
  #60199921878

  	
   

  	
   

  



 


10

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Reosurces, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  12/15/1999
  #60199924018

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  computer
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/18/2000
  #60200003339

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  5/3/2000
  #60200008230

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  5/30/2000
  #60200010025

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  6/23/2000
  #60200011981

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  6/23/2000
  #60200011982

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  6/23/2000
  #60200011983

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  6/23/2000
  #60200011984

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/20/2000
  #60200021675

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  6/30/2000
  #60200012418

  	
   

  	
   

  



 


11

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  7/13/2000
  #60200013037

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/7/2000
  #60200014609

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/21/2000
  #60200015530

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/21/2000
  #60200015533

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/11/2000
  #60200019052

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/30/2000
  #60200022465

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  1/29/2001
  #60200101995

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hitachi
  Data Systems Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  4/10/2001
  #60200106701

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  The
  Cit Group/Equipment Financing Inc.

  	
   

  	
  leased
  interest in Stratus Licensed Software

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Cobb County)

  	
   

  	
  5/3/1994
  #94-3834

  	
   

  	
  Continuation
  Filed 3/26/99

  



 


12

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Cobb County)

  	
   

  	
  1/10/2000
  #033200000482

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  El
  Camino Resources, Ltd.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Cobb County)

  	
   

  	
  6/1/2000
  #033200007522

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2962909

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2962910

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2962911

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2962912

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2962913

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963736

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963737

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963738

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963739

  	
   

  	
   

  



 


13

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963740

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963741

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963742

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  6/1/2003

  	
   

  	
  MO

  	
   

  	
  Secretary
  of State

  	
   

  	
  10/5/1998
  #2963743

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/5/1998
  #70631

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/5/1998
  #70632

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  9/29/2187
  #70633

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/5/1998
  #70634

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/5/1998
  #70635

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70644

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70645

  	
   

  	
   

  



 


14

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70646

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70647

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70648

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70649

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70650

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Konica
  Business Machines

  	
   

  	
  leased
  copier

  	
   

  	
  5/30/2003

  	
   

  	
  MO

  	
   

  	
  Platte
  County

  	
   

  	
  10/6/1998
  #70651

  	
   

  	
   

  



 


15












 








 


SCHEDULE 4.19(a)-3


 


UCC
FINANCING STATEMENTS TO BE TERMINATED


 


 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date and

  Number

  
	
  WORLDSPAN, L.P.

  	
   

  	
  Regions Bank

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary of State

  	
   

  	
  11/26/2002 #23101593

  



 


S-4.19(a)-3


 


1

















 


SCHEDULE 4.19(b)


 


MORTGAGE FILING
JURISDICTIONS


 


 


Kansas City, Platte County,
Missouri


 


S-4.19(b)


 


1

















 


SCHEDULE 4.19(c)


 


UCC FILING
JURISDICTIONS - INTELLECTUAL PROPERTY COLLATERAL


 


 


Delaware


 


S-4.19(c)


 


1

















 


SCHEDULE 4.23


 


ACQUISITION
DOCUMENTATION


 


 


1.               Partnership Interest Purchase Agreement,
dated as of March 3, 2003, among Delta Air Lines, Inc., NWA Inc., American
Airlines, Inc., NewCRS Limited, Inc., Worldspan, L.P. and Travel Transaction Processing
Corporation


 


2.               Disclosure Letter to the Partnership
Interest Purchase Agreement, dated as of March 3, 2003, among Delta Air Lines,
Inc., NWA Inc., American Airlines, Inc., NewCRS Limited, Inc., Worldspan, L.P.
and Travel Transaction Processing Corporation


 


3.               Amendment to the Partnership Interest
Purchase Agreement, dated as of the date hereof, among Delta Air Lines, Inc.,
NWA Inc., American Airlines, Inc., NewCRS Limited, Inc., Worldspan, L.P. and
Travel Transaction Processing Corporation


 


4.               Northwest Founder Airline Services
Agreement, dated as of the date hereof, between Northwest Airlines, Inc. and
Worldspan, L.P.


 


5.               Delta Founder Airline Services
Agreement, dated as of the date hereof, between Delta Air Lines, Inc. and
Worldspan, L.P.


 


6.               Closing Adjustment Escrow Agreement,
dated as of the date hereof, among Delta Air Lines, Inc., NWA Inc., American
Airlines, Inc., NewCRS Limited, Inc., Travel Transaction Processing Corporation
and The Bank of New York, as escrow agent


 


7.               Escrow Agreement, dated as of the date
hereof, among American Airlines, Inc., Travel Transaction Processing
Corporation and The Bank of New York, as escrow agent


 


8.               Escrow Agreement, dated as of the date
hereof, among Delta Air Lines, Inc., Travel Transaction Processing Corporation
and The Bank of New York, as escrow agent


 


9.               Escrow Agreement, dated as of the date
hereof, among NWA Inc., Travel Transaction Processing Corporation and The Bank
of New York, as escrow agent


 


10.         Collateral Services Agreement, dated as of the
date hereof, between American Airlines, Inc. and Worldspan, L.P.


 


11.         American Subordinated Seller Note, dated as of
the date hereof, executed by Travel Transaction Processing Corporation


 


12.         Delta Subordinated Seller Note, dated as of
the date hereof, executed by Travel Transaction Processing Corporatin


 


13.         Marketing Support Agreement, dated as of the
date hereof, between Delta Air Lines, Inc. and Worldspan, L.P.


 


S-4.23


 


1

















 


14.         Marketing Support Agreement, dated as of the
date hereof, between NWA Inc. and Worldspan, L.P.


 


15.         Non-Competition Agreement, dated as of the
date hereof, among American Airlines, Inc., Worldspan, L.P. and Travel
Transaction Processing Corporation


 


16.         Non-Competition Agreement, dated as of the
date hereof, among Delta Air Lines, Inc., Worldspan, L.P. and Travel
Transaction Processing Corporation


 


17.         Non-Competition Agreement, dated as of the
date hereof, among Northwest Airlines Inc., Worldspan, L.P. and Travel
Transaction Processing Corporation


 


18.         Non-Solicitation Agreement, dated as of the
date hereof, among American Airlines, Inc., Worldspan, L.P. and Travel
Transaction Processing Corporation


 


19.         Non-Solicitation Agreement, dated as of the
date hereof, among Delta Air Lines, Inc., Worldspan, L.P. and Travel
Transaction Processing Corporation


 


20.         Non-Solicitation Agreement, dated as of the
date hereof, among NWA Inc., Worldspan, L.P. and Travel Transaction Processing
Corporation


 


21.         Second Master Arbitration Agreement, dated as
of the date hereof, among American Airlines, Inc., Trans World PARS, Inc., NWA
Inc., Northwest Airlines, Inc., Northwest PARS, Inc., Delta Air Lines, Inc.,
Delta Ventures III, LLC, Worldspan, L.P. and NewCRS Limited, Inc.


 


22.         Release Agreement, dated as of the date
hereof, between American Airlines, Inc. and Worldspan, L.P.


 


23.         Release Agreement, dated as of the date
hereof, between Delta Air Lines, Inc. and Worldspan, L.P.


 


24.         Release Agreement, dated as of the date
hereof, between NWA Inc. and Worldspan, L.P.


 


25.         Release Agreement, dated as of the date
hereof, between NewCRS Limited, Inc. and Worldspan, L.P.


 


26.         Assignment and Assumption Agreement, dated as
of the date hereof, between Trans World PARS, Inc. and Worldspan, L.P.


 


27.         Assignment and Assumption Agreement, dated as
of the date hereof, between Delta Ventures III, LLC and Worldspan, L.P.


 


28.         Assignment and Assumption Agreement, dated as
of the date hereof, between Northwest PARS, Inc. and Worldspan, L.P.


 


29.         Assignment and Assumption Agreement, dated as
of the date hereof, between NewCRS Limited, Inc. and Worldspan, L.P.


 


2

















 


SCHEDULE 4.24


 


REAL
ESTATE


 


 


1.               Worldspan, L.P. owns a tract of land
located in the Southeast Quarter of Section 23, Township 52N, Range 34W, of the
5th Principal Meridian, in Kansas City, Platte County, Missouri


 


2.               Worldspan, L.P. has a lease, dated as of
December 6, 1995, with 300 Galleria Parkway Associates at Atlanta Galleria -
Office Tower No. 300, 300 Galleria Parkway, Atlanta, Georgia for floors 3, 4,
5, 11, 14, 15, 16, 17, 18, 19, 20 and 21 and the basement.  As of the Closing Date, the rent amount is
$558,847.40 per month plus Worldspan L.P.’s pro rata share of operating
expenses.  The lease expires December
31, 2004.


 


3.               Worldspan, L.P. has a lease, dated as of
February 7, 1990, with Delta Air Lines, Inc. at 1030 Delta Boulevard, Atlanta,
Georgia 30320-6001.  As of the Closing
Date, the rent is $277,725.40 per month plus Worldspan, L.P.’s pro rata share
of operating expenses, taxes, utilities and certain capital improvements.  The lease expires August 31, 2022.


 


S-4.24


 


1

















 


SCHEDULE 5.1(b)(iv)


 


FORM OF SELLER NOTES


 


THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED PROVIDED THAT TRANSFERS OF THESE SECURITIES TO A WHOLLY-OWNED
SUBSIDIARY OF THE HOLDER SHALL NOT REQUIRE AN OPINION OF COUNSEL BUT SHALL ONLY
REQUIRE A TRANSFER CERTIFICATE IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY.


 


PAYMENTS UNDER THIS NOTE ARE SUBJECT TO THE SUBORDINATION PROVISIONS OF
SECTION 6 HEREOF.


 


PAYMENTS UNDER THIS NOTE ARE SUBJECT TO THE SET-OFF RIGHTS OF THE
COMPANY CONTAINED IN SECTION 14 HEREOF.


 


TRAVEL TRANSACTION PROCESSING CORPORATION


 


SUBORDINATED NOTE


 


	
  U.S.
  $[         ]

  	
   

  	
  June 30, 2003

  



 


Travel Transaction
Processing Corporation, a Delaware corporation (the “Company”, which term
includes any successor of the Company), for value received, hereby promises to
pay to the order of [               ]
or permitted assigns (“Holder”), the principal sum of
[          ]
($[        ]) on July 31, 2012 (the
“Maturity Date”).  Subject to Section
5(a), interest on the unpaid balance of the principal amount of this promissory
note (this “Note” and together with any replacement Notes and Additional Notes
issued pursuant hereto, the “Notes”) shall be payable at a rate of [           ] percent ([   ]%) per annum until the principal hereof is
paid in full in the manner and at times provided herein; provided, however,
that upon the payment of any principal of this Note after December 31, 2011,
the Company shall pay a premium equal to 5% of the portion of the principal
amount of this Note being paid at such time. 
Certain defined terms used herein are defined in Section 20 of this
Note.


 


Interest on this Note will be payable or will
accrue from June 30, 2003 (the “Original Issue Date”) semiannually for the
periods ending December 15 and June 15 of each calendar year commencing
December 15, 2003 (each date of payment being an “Interest Payment Date”).  The Company may, at its option and in its
sole discretion, issue additional promissory notes in accordance with the third
sentence of this paragraph (“Additional Notes”) in lieu of a cash payment of
any or all of that portion of the interest due on this Note on any Interest
Payment Date which exceeds the Cash Interest Amount due on such Interest
Payment Date in an aggregate principal amount equal to the amount of interest
not paid in cash on each such Interest


 

















 


Payment Date; provided, however, that if, on
any Interest Payment Date, a default or event of default under any Designated
Senior Debt has occurred and is continuing or would occur as a result of the
payment of the Aggregate Cash Interest Amount or the payment of any dividend to
the Company from any of its Subsidiaries necessary to allow the Company to pay
the Aggregate Cash Interest Amount, in each case after giving pro forma effect
thereto (such defaults or events of defaults, a “Default Trigger”), then the
Company, at its option and in its sole discretion, in lieu of a cash payment of
any or all of the Cash Interest Amount due on this Note on such Interest
Payment Date, may elect to deliver Additional Notes for any or all of the Cash
Interest Amount due on such date.  If
the Company elects to issue Additional Notes pursuant to the immediately
preceding sentence, it shall issue to the Holder an Additional Note, dated the
date of such Interest Payment Date, in a principal amount equal to the amount
of interest not paid in cash on such Interest Payment Date, and with a maturity
date, interest rate and other terms of, and in the form of, this Note, and the
Company shall provide a certificate executed by an officer of the Company
certifying that a Default Trigger has occurred.  The issuance of such Additional Note shall constitute full
payment of such interest not paid in cash. 
Each issuance of Additional Notes in lieu of cash payment of interest on
the Notes shall be made pro  rata with respect to the outstanding
Seller Notes (as defined below).


 


Interest on this Note will be calculated on
the basis of a 360-day year, consisting of twelve 30-day months.


 


This Note shall be
binding upon the successors and assigns of the Company and shall inure to the
benefit of the successors and permitted assigns of the Holder.  Subject to Section 15, the Holder may
assign, transfer or dispose of its rights with respect to this Note only upon
registration of this Note under the Securities Act of 1933, as amended (the
“Securities Act”), and any applicable state securities laws, or the existence
of an exemption from such registration. 
In the event of transfer of this Note by the Holder pursuant to any
exemption from such registration, the Holder will provide the Company an
opinion of counsel reasonably satisfactory to the Company that such transfer
does not violate the Securities Act; provided, however, that in the event of
transfer of this Note by the Holder to any of its wholly-owned Subsidiaries, in
lieu of an opinion of counsel, the Holder shall only be required to provide the
Company with a certificate, duly executed by the Holder, in a form reasonably
acceptable to the Company.  This Note is
one of two Subordinated Notes (including any replacement Notes and Additional
Notes issued pursuant to such Subordinated Notes, the “Seller Notes”) issued
pursuant to the Partnership Interest Purchase Agreement, dated as of March 3,
2003 (the “Purchase Agreement”), among Delta Air Lines, Inc., NWA Inc.,
American Airlines, Inc., NewCRS Limited, Inc., Worldspan, L.P. (“Worldspan”)
and the Company, as amended.  The Seller
Notes shall be pari passu to each other in priority and right of payment.


 


1.             Method of Payment


 


The Company will pay principal, premium, if
any, and interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts and, at the
Company’s election, with respect to interest, in Additional Notes, to the
extent permitted under this Note.  All
payments to be made to the Holder shall be made by wire transfer of immediately
available funds to the following bank account or to such other bank account
designated in writing by the Holder to the Company:


 


2

















 


[Wiring Instructions]


 


2.             Repayment


 


The principal of this Note, together with
accrued but unpaid interest thereon, shall be immediately due and payable and
shall be repaid in full on the Maturity Date.


 


3.             Redemption;
Repurchase Offer.


 


(a)           Optional Redemption.  The Company may on any one or more occasions
redeem up to 100% of the aggregate principal amount of this Note upon not less
than 30 nor more than 60 days’ prior written notice at a redemption price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest and
premium, if any, to the redemption date; provided, however, that in the event
that all or any portion of this Note is transferred by
[              ]  (“Initial Holder”) to any Person that is not
an Affiliate of the Initial Holder prior to the date on which the notice of
redemption is received by the Initial Holder, then: (1) the Company may redeem
all or a part of this Note that is then held by the Initial Holder and its
Affiliates upon not less than 30 nor more than 60 days’ prior written notice at
a redemption price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest and premium, if any, to the date of redemption, and (2) the
Company may redeem all or a part of this Note that is not then held by the
Initial Holder or its Affiliates on or after June 30, 2007 upon not less
than 30 nor more than 60 days’ prior written notice, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued
and unpaid interest and premium, if any, on such Notes redeemed, to the
applicable redemption date, if redeemed during the periods indicated below:


 


	
  Term

  	
   

  	
  Percentage

  	
   

  
	
  July 1, 2007 to and including June 30, 2008

  	
   

  	
  104.0

  	
  %

  
	
  July, 1 2008 to and including June 30, 2009

  	
   

  	
  103.0

  	
  %

  
	
  July 1, 2009 to and including June 30, 2010

  	
   

  	
  102.0

  	
  %

  
	
  July 1, 2010 to and including October 31,
  2011

  	
   

  	
  101.0

  	
  %

  
	
  November 1, 2011 and thereafter

  	
   

  	
  100.0

  	
  %

  



 


Notwithstanding anything to
contrary contained herein, the Company may on any one or more occasions redeem
up to 100% of the aggregate principal amount of any Additional Notes which have
been issued by the Company in lieu of any Cash Interest Amount payable under
this Note upon not less than 30 nor more than 60 days’ prior written notice at
a redemption price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the redemption date.


 


(b)           Mandatory Redemption
- Change of Control.  After the
occurrence of a Change of Control, notwithstanding the provisions of Section
3(a), the Company shall redeem the Notes in full at a redemption price equal to
100% of the principal amount thereof, plus accrued and unpaid interest and
premium, if any, to the redemption date (the “Mandatory Redemption Price”) no
later than the later of (A) 60 days following the Change of Control and
(B) 15 days following the date on which the Company has performed all
of its outstanding Obligations, if any, arising as a result of a Change of
Control under the Credit Agreement, Senior


 


3

















 


Notes and Permitted Refinancing
Indebtedness of the Company or Worldspan in respect thereof; provided, however,
that no redemption shall be required or effected pursuant to this Section 3(b)
unless one of the following two events occurs: 
(i) the repurchase, defeasance or redemption by the Company or any
Subsidiary thereof of all outstanding Obligations under the Credit Agreement,
the Senior Notes and any Permitted Refinancing Indebtedness of the Company or
Worldspan in respect thereof, or (ii) the receipt of consent from the requisite
holders of all Indebtedness under the Credit Agreement, the Senior Notes and
any Permitted Refinancing Indebtedness of the Company or Worldspan in respect
thereof to the redemption by the Company hereunder.  Notwithstanding anything to the contrary contained herein, if the
Company or Worldspan enters into and consummates a transaction resulting in a
Change of Control, notwithstanding the provisions of Section 3(a), the Company
shall redeem the Notes in full at the Mandatory Redemption Price no later than
the later of (A) 60 days following such Change of Control and
(B) 15 days following the expiration of any offer to purchase,
redemption or similar transaction required under the Credit Agreement, the Senior
Notes and any Permitted Refinancing Indebtedness of the Company or Worldspan in
respect thereof as a result of such Change of Control.  The Company’s obligations under this Section
3(b) shall be (but shall not be obligated to be) discharged if a Person other
than the Company (whether or not an Affiliate of the Company) makes and
consummates the redemption as required by this Section 3(b).


 


(c)           Mandatory Redemption
- Initial Public Offering.  Within
60 days following the occurrence of an Initial Public Offering, notwithstanding
the provisions of Section 3(a), the Company shall pay 50% of the net cash
proceeds received by the Company or Worldspan from such Initial Public Offering
to redeem all or a part of the Seller Notes at the Mandatory Redemption Price;
provided, that, in the event of an Initial Public Offering of Worldspan’s
common equity interests, the Company shall have no obligations under this
Section 3(c) except to the extent that (i) such Initial Public Offering,
distribution and redemption are not prohibited by the terms of the Credit
Agreement and any Permitted Refinancing Indebtedness thereof, and
(ii) Worldspan is permitted to distribute the net cash proceeds of such
offering to the Company as “Restricted Payments” in compliance with Section
4.07(a) and 4.07(b)(11) of the Senior Note Indenture, as in effect on the
Original Issue Date; provided, further that if the Senior Note Indenture is
subsequently amended in a manner such that the “Restricted Payment” covenants
contained therein are made less restrictive from Worldspan’s viewpoint with
respect to Worldspan’s ability to distribute the net cash proceeds of such
offering to the Company, the term “Restricted Payments” as used in this Section
3(c) shall be deemed to incorporate such amendments.


 


(d)           Selection of Notes
to be Redeemed.  If less than all of
the Seller Notes are to be redeemed in a redemption pursuant to Sections 3(a),
(b) or (c) of each Seller Note at any time (except to the extent otherwise
required pursuant to Section 3(a)), the Company will select Seller Notes for
redemption as follows:


 


(i)            if the Seller Notes
are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the Seller
Notes are listed; or


 


(ii)           if the Seller Notes are
not listed on any national securities exchange, on a pro rata basis.


 


4

















 


(e)           Notice of Redemption.  Subject to the provisions of Section 3(g)
hereof, at least 30 days but not more than 60 days before a redemption date,
the Company will mail or cause to be mailed, by first class certified mail, a
notice of redemption to the Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes pursuant to Section 18 hereof.


 


The notice will identify the Notes to be
redeemed and will state:


 


(i)            the redemption date;


 


(ii)           the redemption price;


 


(iii)          if any Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued
upon surrender of the original Note;


 


(iv)          the name and address of
the paying agent (which may be the Company);


 


(v)           that Notes called for
redemption must be surrendered to the paying agent to collect the redemption
price;


 


(vi)          that, unless the Company
defaults in making such redemption payment on the redemption date, interest on
the Notes or the portion of the Notes called for redemption ceases to accrue on
and after the redemption date;


 


(vii)         the paragraph of the
Notes pursuant to which the Notes called for redemption are being redeemed; and


 


(viii)        that no representation is
made as to the correctness or accuracy of the CUSIP number, if any, listed in
such notice or printed on the Notes.


 


(f)            Effect of Notice of
Redemption.  Once notice of
redemption is mailed in accordance with Section 3(e), Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price.  One Business Day
prior to the redemption date, the Company will set aside, segregate and hold in
trust money sufficient to pay the redemption price of and accrued interest and
premium, if any, on all Notes to be redeemed or purchased on that date.  If the Company complies with the provisions
of the preceding two sentences, on and after the redemption date, interest will
cease to accrue on the Notes or the portions of Notes called for redemption,
provided that the Company pays the redemption price of and accrued interest and
premium, if any, on all Notes surrendered for redemption on the redemption
date.  If any Note or portion of any
Note called for redemption is not so paid to the Holder upon surrender for
redemption on the redemption date, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the
Default Interest Rate (as defined in Section


 


5

















 


5(a)).  Upon surrender of a Note that is redeemed in
part, the Company will issue a new Note equal in principal amount to the
unredeemed or unpurchased portion of such Note surrendered.


 


(g)           Offer to Repurchase
by Application of Excess Proceeds. 
In the event that, pursuant to Section 5(f) hereof, the Company is
required to commence an offer to all Holders to purchase Seller Notes (an
“Asset Sale Offer”), it will follow the procedures specified below.


 


The Asset Sale Offer shall be made to all
Holders of Seller Notes and all holders of other Indebtedness that is pari passu
with the Seller Notes containing provisions similar to those set forth in this
Note with respect to offers to purchase or redeem with the proceeds of sales of
assets.  The Asset Sale Offer will
remain open for a period of at least 20 Business Days following its commencement
and not more than 30 Business Days, except to the extent that a longer period
is required by applicable law (the “Offer Period”).  No later than three Business Days after the termination of the
Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds
(the “Offer Amount”) to the purchase of Seller Notes and such other pari passu
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Seller Notes and other Indebtedness tendered in
response to the Asset Sale Offer. 
Payment for any Seller Notes so purchased will be made in the same
manner as interest payments are made.


 


If the Purchase Date is on or after an
interest record date and on or before the related Interest Payment Date, any
accrued and unpaid interest will be paid to the Person in whose name a Seller
Note is registered at the close of business on such record date, and no
additional interest will be payable to Holders who tender Seller Notes pursuant
to the Asset Sale Offer.


 


Upon the commencement of an Asset Sale Offer,
the Company will send, by first class mail, a notice to each of the
Holders.  The notice will contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer.  The
notice, which will govern the terms of the Asset Sale Offer, will state:


 


(i)            that the Asset Sale
Offer is being made pursuant to this Section 3(g) and Section 5(f) hereof and
the length of time the Asset Sale Offer will remain open;


 


(ii)           the Offer Amount, the
purchase price and the Purchase Date;


 


(iii)          that any Note not
tendered or accepted for payment will continue to accrue interest;


 


(iv)          that, unless the Company
defaults in making such payment, any Note accepted for payment pursuant to the
Asset Sale Offer will cease to accrue interest after the Purchase Date;


 


(v)           that Holders electing
to have a Note purchased pursuant to an Asset Sale Offer may elect to have
Notes purchased in integral multiples of $1,000 only;


 


(vi)          that Holders electing to
have a Note purchased pursuant to any Asset Sale Offer will be required to
surrender the Note, with the form entitled “Option of Holder


 


6

















 


to Elect Purchase” on Annex A
to this Note completed, or transfer by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a paying agent at the address
specified in the notice at least three days before the Purchase Date;


 


(vii)         that Holders will be
entitled to withdraw their election if the Company, the depositary or the
paying agent, as the case may be, receives, not later than the expiration of
the Offer Period, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Note the Holder
delivered for purchase and a statement that such Holder is withdrawing his
election to have such Note purchased;


 


(viii)        that, if the aggregate
principal amount of Seller Notes and other pari passu Indebtedness surrendered by
Holders exceeds the Offer Amount, the Company will select the Seller Notes and
other pari
passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of Seller Notes and such other pari passu Indebtedness
surrendered (with such adjustments as may be deemed appropriate by the Company
so that only Notes in denominations of $1,000, or integral multiples thereof,
will be purchased); and


 


(ix)           that Holders whose
Notes were purchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).


 


On or before the Purchase Date, the Company
will, to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Seller Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
tendered, all Seller Notes tendered, and will deliver to the Holders an
officer’s certificate stating that such Seller Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this
Section 3(g).  The Company, the
depositary or the paying agent, as the case may be, will promptly (but in any
case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company will
promptly issue a new Note, and the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. 
Any Note not so accepted shall be promptly mailed or delivered by the
Company to the Holder thereof.  Other
than as specifically provided in this Section 3(g), any purchase pursuant to
this Section (g) shall be made pursuant to the provisions of Sections 3(d)
through 3(f) hereof.


 


4.             Representations
and Warranties.  The Company hereby
represents to the Holder as follows: 
The Company (a) is a corporation duly formed, validly existing and
in good standing under the laws of the State of Delaware, (b) has all
requisite corporate power and corporate authority to execute and deliver this
Note and to perform its obligations hereunder and (c) has duly authorized
the execution, delivery and performance of this Note.  The execution, delivery and performance of this Note including,
without limitation, the Company’s obligations to issue Additional Notes
pursuant hereto does not (i) violate any provision of the organizational
documents of the Company or (ii) violate any statute, rule, regulation, order,
judgment, decree or ruling of any governmental authority to which the Company
is subject or any material agreement or instrument to which it is a party.  This Note is a legal, valid and binding
obligation of the


 


7

















 


Company, enforceable against it
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, moratorium and other laws affecting creditors rights
generally and except as may be limited by equitable principles.  The Company has delivered to the Initial
Holder true and complete copies of the Credit Agreement, the Senior Note
Indenture, the Advisory Agreement, the Certificate of Incorporation and the
Stockholders Agreement, and simultaneously with the issuance of this Note, the
Company has furnished the Initial Holder with a certificate, dated as of the
Original Issue Date and duly executed on behalf of the Company by an officer of
the Company, certifying to the foregoing.


 


5.             Covenants.


 


(a)           Payment of Note.  The Company shall pay the principal of and
premium, if any, and interest on this Note on the dates and in the manner
provided in this Note.  The Company
shall pay interest on overdue installments of principal of and premium, if any,
and interest on this Note at a rate of fourteen percent (14)% per annum (the
“Default Interest Rate”), which shall accrue from the date when due until paid
in full.


 


(b)           Restricted
Payments.  The Company will not, and
will not permit any of Worldspan or its Restricted Subsidiaries to, directly or
indirectly:


 


(1)           declare or pay any
dividend or make any other payment or distribution on account of the Company’s,
Worldspan’s or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company, Worldspan or any of its Restricted Subsidiaries) or to
the direct or indirect holders of the Company’s, Worldspan’s or any of its
Restricted Subsidiaries’ Equity Interests in their capacity as such (other than
dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or to the Company, Worldspan or a Restricted Subsidiary
of Worldspan);


 


(2)           purchase, redeem or
otherwise acquire or retire for value (including, without limitation, in
connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company;


 


(3)           make any payment on or
with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any Indebtedness of the Company that is contractually subordinated to
the Notes (excluding any intercompany Indebtedness between or among the
Company, Worldspan and any of its Restricted Subsidiaries), except a payment of
interest or principal at the Stated Maturity thereof; or


 


(4)           make any Restricted
Investment (all such payments and other actions set forth in these clauses (1)
through (4) above being collectively referred to as “Restricted Payments”),


 


unless, at the time of and after giving
effect to such Restricted Payment:


 


(1)           no Default or Event of
Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment; and


 


8

















 


(2)           Worldspan would, at the
time of such Restricted Payment and after giving pro forma effect thereto as if
such Restricted Payment had been made at the beginning of the applicable four-quarter
period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of Section 5(c) hereof; and


 


(3)           such Restricted
Payment, together with the aggregate amount of all other Restricted Payments
made by the Company, Worldspan and its Restricted Subsidiaries after the
Original Issue Date (excluding Restricted Payments permitted by clauses (2),
(3), (4), (5), (7) and (8) of the next succeeding paragraph), is less than the
sum, without duplication, of:


 


(a)           50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) from the beginning of
the first fiscal quarter commencing after the Original Issue Date to the end of
the Company’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus


 


(b)           100% of the aggregate net cash proceeds
received by the Company after the Original Issue Date as a contribution to its
common equity capital or from the issue or sale of Equity Interests of the
Company (other than Disqualified Stock) or from the issue or sale of convertible
or exchangeable Disqualified Stock or convertible or exchangeable debt
securities of the Company that have been converted into or exchanged for such
Equity Interests (other than Equity Interests (or Disqualified Stock or debt
securities) sold to a Subsidiary of the Company), plus


 


(c)           to the extent that any Restricted
Investment that was made after the Original Issue Date is sold for cash or
otherwise liquidated, redeemed, repurchased or repaid for cash, the lesser of
(i) the cash return of capital with respect to such Restricted Investment (less
the cost of disposition, if any) and (ii) the initial amount of such Restricted
Investment, plus


 


(d)           50% of any dividends received by the
Company, Worldspan or a Restricted Subsidiary after the Original Issue Date
from an Unrestricted Subsidiary, to the extent that such dividends were not
otherwise included in Consolidated Net Income of the Company for such period, plus


 


(e)           to the extent that any Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary after the Original Issue
Date, the lesser of (i) the fair market value of the Company’s or Worldspan’s
Investment in such Subsidiary as of the date of such redesignation or (ii) such
fair market value as of the date on which such Subsidiary was originally designated
as an Unrestricted Subsidiary.


 


The preceding provisions will not prohibit:


 


9

















 


(1)           the payment of any
dividend within 60 days after the date of declaration of the dividend, if at
the date of declaration the dividend payment would have complied with the
provisions of this Note;


 


(2)           the redemption,
repurchase, retirement, defeasance or other acquisition of any subordinated
Indebtedness of the Company, Worldspan or any Restricted Subsidiary or of any
Equity Interests of the Company, Worldspan or any Restricted Subsidiary in
exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Restricted Subsidiary) of or capital contribution
relating to, Equity Interests of the Company (other than Disqualified Stock),
including a repurchase or redemption in connection with a Warehouse Share
Transaction; provided that the amount of any such net cash proceeds that
are utilized for any such redemption, repurchase, retirement, defeasance or
other acquisition will be excluded from clause (3) (b) of the preceding
paragraph;


 


(3)           the defeasance,
redemption, repurchase or other acquisition of Indebtedness that is
contractually subordinated to the Notes or Disqualified Stock of the Company,
Worldspan or any Restricted Subsidiary with the net cash proceeds from an
incurrence of Indebtedness or issuance of Disqualified Stock which is permitted
to be incurred pursuant to Section 5(c) hereof;


 


(4)           the payment of any
dividend by Worldspan or a Restricted Subsidiary of Worldspan to the holders of
its Equity Interests on a pro rata basis;


 


(5)           so long as no Default
has occurred and is continuing or would be caused thereby, the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company, Worldspan or any Restricted Subsidiary of Worldspan held by any
current or former employee, officer or director of the Company, Worldspan or
any Subsidiaries of Worldspan pursuant to any management equity subscription
agreement, stock option agreement, severance agreement, employment agreement,
stockholder’s agreement or similar agreement; provided that the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests may not exceed $1.725 million in any twelve-month period (with
amounts not used in any twelve month period being carried forward to the
subsequent twelve-month period up to a maximum of $4.6 million paid in any
twelve month period); provided further that such amounts may be
increased by the cash proceeds of key man life insurance received by the
Company, Worldspan and its Restricted Subsidiaries after the Original Issue
Date;


 


(6)           subject to Section 19,
payment of the Class B Dividends;


 


(7)           repurchases of Capital
Stock deemed to occur upon the exercise of stock options if such Capital Stock
represents a portion of the exercise price thereof;


 


(8)           payments not to exceed
$200,000 in the aggregate since the Original Issue Date to holders of its
Capital Stock in lieu of the issuance of fractional shares of its Capital
Stock; and


 


10

















 


(9)           so long as no Default
has occurred and is continuing or would be caused thereby, other Restricted
Payments not to exceed $17.25 million in the aggregate since the Original Issue
Date.


 


Notwithstanding the foregoing, Worldspan
shall be entitled to dividend or distribute the capital stock of Worldspan
International Inc. to the Company and/or any other partners of Worldspan
without complying with this Section 5(b) and shall be entitled to directly or
indirectly reacquire the capital stock of Worldspan International Inc.; provided
that such reacquisition occurs within one year from the Original Issue Date; provided
further that such reacquisition shall be excluded from clause (2) in
the preceding paragraph.  In the event
such reacquisition does not occur within one year from the date of the
indenture, Worldspan shall be deemed to have made a Restricted Payment on the
date that is one year from the Original Issue Date in an amount equal to the
Investment in the Subsidiary held by Worldspan as of the date Worldspan made
such dividend or distribution.  The
amount of all Restricted Payments (other than cash) will be the fair market
value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company, Worldspan or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment.  The fair market value of any
assets or securities that are required to be valued by this covenant will be
determined by the Board of Directors of the Company, Worldspan or the
Restricted Subsidiary, as the case may be, whose resolution with respect
thereto will be delivered to the Holders. 
Not later than the date of making any Restricted Payment, the Company
will deliver to the Holder an officers’ certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 5(b) were computed.  For purposes of determining compliance with
this covenant, in the event that a Restricted Payment meets the criteria of
more than one of the exceptions described in (1) through (9) above or is
entitled to be made pursuant to the first paragraph of this Section 5(b), the
Company shall be permitted, in its sole discretion to classify such Restricted
Payment in any manner that complies with this covenant.


 


(c)           Incurrence
of Indebtedness and Issuance of Preferred Stock by Subsidiaries.


 


                The
Company will not permit Worldspan or any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the
Company will not permit Worldspan to issue any Disqualified Stock and will not
permit Worldspan or any of Worldspan’s Restricted Subsidiaries that are not
Senior Note Guarantors to issue any shares of preferred stock; provided,
however, that Worldspan may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Restricted Subsidiaries may incur
Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for
Worldspan’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued would have been at least 1.8 to 1.0, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred or the Disqualified Stock or
preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period.


 


11

















 


The first paragraph of this Section 5(c) will
not prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Debt”):


 


(1)           the incurrence by Worldspan
and any Restricted Subsidiary of additional Indebtedness and letters of credit
under Credit Facilities in an aggregate principal amount at any one time
outstanding under this clause (1) (with letters of credit being deemed to have
a principal amount equal to the maximum potential liability of Worldspan and
its Restricted Subsidiaries thereunder) not to exceed $210.0 million, provided
that such amount shall be reduced to the extent of any reduction or elimination
of any Indebtedness under any Credit Facility resulting from or relating to the
formation of any Receivables Subsidiary or the consummation of any Qualified
Receivables Transaction;


 


(2)           the incurrence by
Worldspan and its Restricted Subsidiaries of the Existing Indebtedness;


 


(3)           the incurrence by
Worldspan and its Restricted Subsidiaries of Indebtedness represented by the
Senior Notes and the related Senior Note Guarantees to be issued on the date of
the Senior Note Indenture and the Exchange Notes and the related Senior Note
Guarantees to be issued pursuant to the Senior Note Registration Rights
Agreement;


 


(4)           the incurrence by
Worldspan or any of its Restricted Subsidiaries of Indebtedness represented by
Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property, plant or
equipment used in the business of Worldspan or such Restricted Subsidiary
(whether through the direct purchase of assets or the Equity Interests of any
Person owning such assets) in an aggregate principal amount, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (4), not to exceed $30.0 million
at any time outstanding;


 


(5)           the incurrence by
Worldspan or any of its Restricted Subsidiaries of Permitted Refinancing
Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance or replace Indebtedness (other than intercompany Indebtedness) that
was permitted to be incurred under the first paragraph of this Section 5(c) or
clauses (2), (3), (4), (5), or (17) of this paragraph;


 


(6)           the incurrence by
Worldspan or any of its Restricted Subsidiaries of intercompany Indebtedness
between or among the Company, Worldspan and any of its Restricted Subsidiaries;
provided,
however, that: (i) any subsequent issuance or transfer of
Equity Interests that results in any such Indebtedness being held by a Person
other than the Company, Worldspan or a Restricted Subsidiary of Worldspan and
(ii) any sale or other transfer of any such Indebtedness to a Person that is
not either the Company, Worldspan or a Restricted Subsidiary of Worldspan; will
be deemed, in each case, to constitute an incurrence of such Indebtedness by
Worldspan or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (6);


 


(7)           the incurrence by
Worldspan or any of its Restricted Subsidiaries of Hedging Obligations entered
into in the ordinary course of business and not for speculative purposes;


 


12

















 


(8)           the guarantee by
Worldspan or any of its Restricted Subsidiaries of Indebtedness of the Company,
Worldspan or a Restricted Subsidiary of Worldspan that was permitted to be
incurred by another provision of this Section 5(c) or Section 5(k) hereof; provided
that if the Indebtedness being guaranteed is subordinated to or pari passu
with the Notes, then the guarantee shall be subordinated to the same extent as
the Indebtedness guaranteed;


 


(9)           the incurrence by
Worldspan or any of its Restricted Subsidiaries constituting reimbursement
obligations with respect to letters of credit issued in the ordinary course of
business; provided
that upon the drawing of such letters of credit, such obligations are
reimbursed within 30 days following such drawing;


 


(10)         the accrual of interest,
the accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness with the
same terms, the payment of dividends on Disqualified Stock or preferred stock
in the form of additional shares of the same class of Disqualified Stock or
preferred stock, and the accrual of dividends on Disqualified Stock or
preferred stock will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock or preferred stock for purposes of this
covenant; provided,
in each such case, that the amount thereof is included in the Fixed Charges of
Worldspan as accrued;


 


(11)         the incurrence of
Indebtedness by Worldspan or any of its Restricted Subsidiaries in the form of
performance bonds, completion guarantees and surety or appeal bonds entered
into by Worldspan or any of its Restricted Subsidiaries in the ordinary course
of their business;


 


(12)         the incurrence of
Indebtedness by Worldspan or any Restricted Subsidiary arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument inadvertently (except in the case of daylight overdrafts) drawn
against insufficient funds in the ordinary course of business, provided that
the Indebtedness is satisfied within five Business Days of incurrence;


 


(13)         the incurrence of
Indebtedness by Worldspan or any of its Restricted Subsidiaries owed to any
Person in connection with worker’s compensation, self-insurance, health,
disability or other employee benefits or property, casualty or liability
insurance provided by such Person to Worldspan or such Restricted Subsidiary,
pursuant to reimbursement or indemnification obligations to such person, in
each case incurred in the ordinary course of business and consistent with past
practices;


 


(14)         the incurrence of
Indebtedness by Worldspan and its Restricted Subsidiaries arising from agreements
of Worldspan or any of its Restricted Subsidiaries providing for adjustment of
purchase price or other similar obligations, in each case, incurred or assumed
in connection with the disposition of any business, assets or a Restricted
Subsidiary of Worldspan;


 


(15)         the incurrence by a
Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction
that is without recourse to Worldspan or any of its Restricted Subsidiaries or
their respective property or assets (other than such Receivables Subsidiary and
its assets and, as to Worldspan or any of its Restricted Subsidiaries, other
than pursuant to


 


13

















 


representations, warranties, covenants and indemnities
customary for such transactions) and is not guaranteed by Worldspan or any of
its Restricted Subsidiaries; and


 


(16)         the incurrence by
Worldspan or any of its Restricted Subsidiaries of additional Indebtedness in
an aggregate principal amount (or accreted value, as applicable) at any time
outstanding, including all Permitted Refinancing Indebtedness incurred to
refund, refinance or replace any Indebtedness incurred pursuant to this clause
(16), not to exceed $60.0 million.


 


For purposes of
determining compliance with this Section 5(c), in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (16) above, or is entitled to
be incurred pursuant to the first paragraph of this Section 5(c), the Company
will be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness,
in any manner that complies with this Section 5(c).  Indebtedness under Credit Facilities outstanding on the date on
the Original Issue Date will initially be deemed to have been incurred on such
date in reliance on the exception provided by clause (1) of the definition of
Permitted Debt.


 


(d)           Liens.  The Company will not, and will not permit
Worldspan or any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or otherwise cause or suffer to exist or become effective
any Lien of any kind securing Indebtedness, except Permitted Liens, upon any of
their property or assets, now owned or hereafter acquired.


 


(e)           Dividend
and Other Payment Restrictions Affecting Subsidiaries.


 


The Company will not, and will not permit
Worldspan or any of its Restricted Subsidiaries to, directly or indirectly,
create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of Worldspan or any Restricted Subsidiary to:


 


(1)           pay dividends or make
any other distributions on its Capital Stock to the Company, Worldspan or any
of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any indebtedness owed to
the Company, Worldspan or any of its Restricted Subsidiaries;


 


(2)           make loans or advances
to the Company, Worldspan or any of its Restricted Subsidiaries; or


 


(3)           transfer any of its
properties or assets to the Company, Worldspan or any of its Restricted
Subsidiaries.


 


However, the preceding restrictions will not
apply to encumbrances or restrictions existing under or by reason of:


 


(1)           agreements governing
Existing Indebtedness and any other agreement, including the Credit Facilities
as in effect on the Original Issue Date and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements


 


14

















 


or refinancings of those agreements, provided that
the amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in those agreements on the Original Issue Date;


 


(2)           the Senior Note
Indenture, the Senior Notes and the Senior Note Guarantees;


 


(3)           applicable law,
regulation or order;


 


(4)           (a) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company,
Worldspan or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness or Capital Stock was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of
the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of the Notes to be
incurred, and (b) any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those instruments, provided that the
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in those agreements at the time of such acquisition;


 


(5)           customary
non-assignment provisions in leases, licenses or other commercial agreements
entered into in the ordinary course of business and consistent with past
practices;


 


(6)           purchase money obligations
for property acquired in the ordinary course of business that impose
restrictions on that property of the nature described in clause (3) of the
preceding paragraph of this Section 5(e);


 


(7)           any agreement for the
sale or other disposition of all or substantially all of the Capital Stock or
assets of a Restricted Subsidiary of Worldspan pending its sale or other
disposition;


 


(8)           Permitted Refinancing
Indebtedness, provided that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are no more restrictive,
taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced;


 


(9)           any restriction on the
transfer of assets under any Lien permitted under Section 5(d) imposed by the
holder of the Liens;


 


(10)         provisions with respect
to the disposition or distribution of assets or property in joint venture
agreements, asset sale agreements, stock sale agreements and other similar
agreements entered into in the ordinary course of business;


 


(11)         restrictions on cash or
other deposits or net worth imposed by customers under contracts entered into
in the ordinary course of business;


 


15

















 


(12)         restrictions contained in
security agreements or mortgages securing Indebtedness of Worldspan or a
Restricted Subsidiary so long as the restrictions solely restrict the transfer
of the property governed by the security agreements or mortgages;


 


(13)         Indebtedness or other
contractual requirements of a Receivables Subsidiary in connection with a
Qualified Receivables Transaction, provided that such restrictions apply only
to such Receivables Subsidiary and its property or assets or Liens or
receivables or related assets which are subject of, a Qualified Receivables
Transaction; and


 


(14)         the Seller Notes as in
effect on the date of the indenture and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the Seller Notes, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other restrictions than those contained in the
Seller Notes on the Original Issue Date.


 


(f)            Asset
Sales.  (i) The Company will not,
and will not permit any of Worldspan or its Restricted Subsidiaries to,
consummate an Asset Sale unless:


 


(1)           The Company, Worldspan
(or the Restricted Subsidiary, as the case may be) receives consideration at
the time of the Asset Sale at least equal to the fair market value of the
assets or Equity Interests issued or sold or otherwise disposed of;


 


(2)           the fair market value
is determined by the Company’s Board of Directors and evidenced by a resolution
of the Board of Directors set forth in an officers’ certificate delivered to
the Holders of the Notes; and


 


(3)           at least 75% of the
consideration received in the Asset Sale by the Company, Worldspan or such
Restricted Subsidiary is in the form of cash or Cash Equivalents.  For purposes of this provision, each of the
following will be deemed to be cash:


 


(a)           any liabilities, as shown on the
Company’s most recent consolidated balance sheet, of the Company, Worldspan or
any Restricted Subsidiary (other than contingent liabilities and liabilities
that are by their terms subordinated to the Notes) that are assumed by the
transferee of any such assets pursuant to an arrangement that releases the
Company, Worldspan or such Restricted Subsidiary from further liability; and


 


(b)           any securities, notes or other
obligations received by the Company, Worldspan or any such Restricted
Subsidiary from such transferee that are, within 90 days after receipt thereof,
converted by the Company, Worldspan or such Restricted Subsidiary into cash or
Cash Equivalents, to the extent of the cash and Cash Equivalents received in
that conversion.


 


Within 360 days after the receipt of any Net
Proceeds from an Asset Sale, the Company, Worldspan or its Restricted
Subsidiary, whichever applicable, may apply those Net Proceeds at its option:


 


16

















 


(1)           to repay, prepay or
purchase Indebtedness and, if such Indebtedness repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto;


 


(2)           to acquire all or
substantially all of the assets of, or a majority of the Voting Stock of, a
Person primarily engaged in a Permitted Business;


 


(3)           to make a capital
expenditure;


 


(4)           to acquire other assets
that are not classified as current assets under GAAP and that are used or
useful in a Permitted Business;


 


(5)           to acquire the Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of the Capital Stock by Worldspan or another Restricted Subsidiary
or to acquire Capital Stock constituting a minority interest in any Person; provided,
in each case, that such Person is primarily engaged in a Permitted Business;


 


(6)           so long as any
obligations under the Credit Agreement, the Senior Notes or any Permitted
Refinancing Indebtedness of the foregoing are still outstanding, for any other
lawful purpose.


 


In the case of clauses (2), (4) and (5), the
Company will also, and will cause Worldspan to also, comply with its
obligations above if it, Worldspan or a Restricted Subsidiary enters into a
binding commitment to acquire such assets, Voting Stock or Capital Stock within
the required time frame above, provided that such binding commitment
shall be subject only to customary conditions and such acquisition shall be
consummated within six months from the date of signing such binding commitment.


 


Pending the final application of any Net
Proceeds, the Company may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by the
Seller Notes.


 


(ii) Any Net Proceeds from Asset Sales
occurring after the repayment in full of all obligations under the Credit
Agreement, the Senior Notes and any Permitted Refinancing Indebtedness of
either of the foregoing that are not applied or invested as provided in clauses
(1)-(6) above will constitute “Excess Proceeds.”  Following the repayment in full of all obligations under the
Credit Agreement, the Senior Notes and any Permitted Refinancing Indebtedness
of either of the foregoing, when the aggregate amount of Excess Proceeds
exceeds $10 million, the Company will make an Asset Sale Offer to all Holders
of Seller Notes and all holders of other Indebtedness that is pari passu
with the Seller Notes containing provisions similar to those set forth in the
Notes with respect to offers to purchase or redeem with the proceeds of sales
of assets to purchase the maximum principal amount of Seller Notes and such
other pari
passu Indebtedness that may be purchased out of the Excess
Proceeds.  The offer price in any Asset
Sale Offer will be equal to 100% of principal amount plus accrued and unpaid
interest to the date of purchase (or, in respect of such other pari passu Indebtedness,
such higher price, if any, as may be provided for by the terms of such pari passu
Indebtedness), and will be payable in cash. 
If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by the Seller Notes.  If the
aggregate principal amount of Seller Notes and other pari passu Indebtedness
tendered into such


 


17

















 


Asset Sale Offer exceeds the amount of Excess
Proceeds, the Company will select the Seller Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis.  Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero.


 


(iii) The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset
Sale Offer.  To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of the Notes, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached their obligations
under the Asset Sale provisions of the Notes by virtue of such conflict.


 


(g)           Transactions
with Affiliates.


 


The Company will not, and will not permit
Worldspan or any of its Restricted Subsidiaries to, make any payment to, or
sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”),
unless:


 


(1)           the Affiliate
Transaction is on terms that are no less favorable to the Company, Worldspan or
the relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction by the Company, Worldspan or such Restricted
Subsidiary with a Person that is not an Affiliate of the Company; and


 


(2)           the Company delivers to
the Holders of the Notes:


 


(a)           with respect to any Affiliate Transaction
or series of related Affiliate Transactions involving aggregate consideration
in excess of $5.75 million, a resolution of the Board of Directors of the
Company set forth in an officers’ certificate certifying that such Affiliate
Transaction complies with this covenant and that such Affiliate Transaction has
been approved by a majority of the disinterested members of the applicable
Board of Directors; and


 


(b)           with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$17.25 million, an opinion as to the fairness to the Company of such Affiliate
Transaction from a financial point of view or that such Affiliate Transaction
is not less favorable to the Company, Worldspan and its Restricted Subsidiaries
than could reasonably be expected to be obtained in a comparable transaction
with a Person that is not an Affiliate of the Company, as issued by an
accounting, appraisal or investment banking firm of national standing.


 


The following items will not be deemed to be
Affiliate Transactions and, therefore, will not be subject to the provisions of
the prior paragraph:


 


18

















 


(1)           any employment
agreement entered into by the Company, Worldspan or any of its Restricted
Subsidiaries in the ordinary course of business of the Company, Worldspan or
such Restricted Subsidiary;


 


(2)           transactions between or
among the Company, Worldspan and/or its Restricted Subsidiaries;


 


(3)           transactions with a
Person that is an Affiliate of the Company solely because the Company owns an
Equity Interest in, or controls, such Person;


 


(4)           subject to Section 19
hereof, payment of reasonable fees, compensation or employee benefits
arrangements to and indemnity provided for the benefit of employees, directors
or officers of the Company, Worldspan or any Restricted Subsidiary of Worldspan
in the ordinary course of business;


 


(5)           issuances or sales of
Equity Interests (other than Disqualified Stock) to Affiliates, employees,
officers and directors of the Company, Worldspan or any of their Subsidiaries;


 


(6)           subject to Section 19, payment
of fees by the Company in an aggregate amount not to exceed $0.9 million per
annum plus reimbursement expenses for advisory services pursuant to the
Advisory Agreement;


 


(7)           Restricted
Payments or Permitted Investments that are permitted under Section 5(b);


 


(8)           loans or advances to
employees, directors, officers or consultants in an aggregate amount not to
exceed $8.625 million outstanding at any one time;


 


(9)           transactions pursuant
to any contract or agreement with the Company, Worldspan or any of its
Restricted Subsidiaries in effect on the Original Issue Date, as the same may
be amended, modified or replaced from time to time so long as any such
amendment, modification or replacement is not less favorable to the Company,
Worldspan and its Restricted Subsidiaries in any material respect than the
original agreement as in effect on the Original Issue Date;


 


(10)         the Senior Note
Guarantees;


 


(11)         transactions pursuant to
the Stockholders Agreement as in effect on the Original Issue Date or any
similar agreement or any amendment, modification or replacement of such
Stockholders Agreement or agreement provided that the terms of such amendment,
modification or replacement is not more disadvantageous to the Holders of the
Notes in any material respect than the terms contained in the Stockholders
Agreement or similar agreement;


 


(12)         subject to Section 19,
payment of the Class B Dividends;


 


(13)         the provisions by an
Affiliate of commercial banking or lending services, investment banking or
other similar services on terms that are no less favorable to the Company,


 


19

















 


Worldspan or the relevant Restricted Subsidiary than
those that would have been obtained by an unaffiliated party and that are
approved in good faith by a majority of the members of the applicable Board of
Directors;


 


(14)         any transactions effected
as part of a Qualified Receivables Transaction;


 


(15)         any transaction with
customers, clients, or suppliers of the Company, Worldspan or its Restricted Subsidiaries
on terms that are no less favorable to the Company, Worldspan or the relevant
Restricted Subsidiary than those that would have been obtained by an
unaffiliated party and that are approved in good faith by a majority of the
members of the applicable Board of Directors;


 


(16)         the dividend,
distribution or acquisition of the capital stock of Worldspan International
Inc. in accordance with the provisions of Section 3(b) hereof; and


 


(17)         any transactions effected
by the Company pursuant to a Warehouse Share Transaction.


 


(h)           Merger,
Consolidation, or Sale of Assets.


 


The Company may not and will not permit
Worldspan to, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not the Company or Worldspan is the surviving
entity); or (2) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company, Worldspan and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:


 


(1)           either: (a) the Company
or Worldspan, as the case may be, is the surviving entity; or (b) the Person
formed by or surviving any such consolidation or merger (if other than the
Company or Worldspan) or to which such sale, assignment, transfer, conveyance
or other disposition has been made, as the case may be, is an entity organized
or existing under the laws of the United States, any state of the United States
or the District of Columbia (provided that if the person formed by or surviving
any such consolidation or merger with the Company or Worldspan is not a
corporation, a corporate co-issuer shall also be an obligor with respect to the
Notes);


 


(2)           the Person formed by or
surviving any such consolidation or merger (if other than the Company or
Worldspan) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made, as the case may be, assumes all the
obligations of the Company under the Notes and the Registration Rights
Agreement pursuant to agreements reasonably satisfactory to the Majority
Holders;


 


(3)           immediately after such
transaction, no Default or Event of Default exists; and


 


(4)           (A) Worldspan or, if
Worldspan is a party to the applicable consolidation or merger, the Person
formed by or surviving any such consolidation or merger (if other than
Worldspan), or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made, as the case may be:  will, on the date of such transaction after
giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period,
be permitted to incur at


 


20

















 


least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
5(c) or (B) the Fixed Charge Coverage Ratio on the date of such transaction
after giving pro forma effect thereto would be equal to or greater than the
same ratio for Worldspan and its Restricted Subsidiaries immediately prior to
the transaction.


 


This Section 5(h) will not apply to (A) a
sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company, Worldspan and any of its Restricted Subsidiaries or (B)
any merger or consolidation of (1) the Company with and into Worldspan or one
of its Restricted Subsidiaries or Worldspan with and into the Company or one of
its Restricted Subsidiaries or (2) the Company or Worldspan with and into an Affiliate
of the Company for the purpose of incorporating or reincorporating or
organizing or reorganizing the Company or Worldspan in the same or another
jurisdiction in the United States or any state thereof or the District of
Columbia.


 


(i)            Business
Activities.  The Company will not,
and will not permit Worldspan or any Subsidiary to, engage in any business
other than Permitted Businesses, except to such extent as would not be material
to the Company, Worldspan and its Subsidiaries taken as a whole.


 


(j)            Restrictions on
Activities of Company.  The Company
will not engage in any business activities other than holding the Capital Stock
of Worldspan; provided that the Company may be a guarantor with respect to
Indebtedness if Worldspan is an obligor of such Indebtedness and the net
proceeds of such Indebtedness are received by Worldspan or one or more of
Worldspan’s Restricted Subsidiaries, and the Company may incur the Indebtedness
permitted by Section 5(k) hereof and be a party to, and subject to the terms of,
the Founder Airline Services Agreements.


 


(k)           No
Debt of the Company.


 


The Company shall not create, incur, issue or
permit to exist any Indebtedness, except for (1) the Company’s guarantee on a
basis senior to the Notes of any Indebtedness permitted to be incurred under
Section 5(c) hereof, (2) the FASA Guarantees, (3) the incurrence of
Indebtedness by the Company in the event of a Continuing Payment Termination or
Worldspan Bankruptcy FASA Rejection and (4) the Seller Notes (including any
Additional Notes thereon) and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of
the Seller Notes, provided that the amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are
no more restrictive, taken as a whole, with respect to dividend and other
restrictions than those contained in the Seller Notes on the Original Issue
Date.  The Company shall not issue any
Disqualified Stock.


 


(l)            Payments for
Consent.


 


The Company shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Seller Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or


 


21

















 


provisions of the Seller Notes unless such
consideration is offered to be paid and is paid to all Holders of the Seller
Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.


 


(m)          Designation
of Restricted and Unrestricted Subsidiaries.  The Board of Directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if that designation
would not cause a Default.  If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by the
Company, Worldspan and its Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
the first paragraph of Section 5(b) hereof or Permitted Investments, as
determined by the Company.  That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary.  The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.  Notwithstanding the foregoing, at no time
shall Worldspan be designated as an Unrestricted Subsidiary.


 


(n)           Taxes.  The Company shall pay, and shall cause each
of its Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.


 


(p)           Stay,
Extension and Usury Laws.  The
Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Note; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Holders, but will suffer and
permit the execution of every such power as though no such law has been
enacted.


 


(q)           Reports.  Whether or not required by the SEC’s rules and regulations, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within the time periods specified in the SEC’s rules and regulations:


 


(1)           all quarterly and
annual reports that would be required to be filed with the SEC on Forms 10-Q
and 10-K if Worldspan were required to file such reports; and


 


(2)           all current reports
that would be required to be filed with the SEC on Form 8-K if Worldspan were
required to file such reports.


 


All such reports will be prepared in all
material respects in accordance with all of the rules and regulations
applicable to such reports.  Each annual
report on Form 10-K will include a report on Worldspan’s consolidated financial
statements by Worldspan’s certified independent accountants.  The Company’s reporting obligations with
respect to clauses (1) and


 


22

















 


(2) above shall be deemed satisfied in the
event the Company or Worldspan files such reports with the SEC on EDGAR.


 


(r)            Agreements.  The Company shall deliver true and complete
copies of any amendments or modifications of the Senior Note Indenture and the
Credit Agreement within ten Business Days of the execution of such amendments
or modifications to the Initial Holder for so long as the Initial Holder and
its Affiliates hold more than 50% of the principal amount of the Note owned by
the Initial Holder on the Original Issue Date.


 


(s)           No Conflicting Agreements.  The Company shall not, and shall cause
Worldspan to not, enter into any agreement or instrument that would prevent the
Company from issuing Additional Notes in lieu of a cash payment of any or all
of the Cash Interest Amount due on this Note in accordance with the second
preamble of this Note.


 


(t)            Compliance Certificate.


 


(a)           The Company shall deliver to the Initial
Holder, within 90 days after the end of each fiscal year, an officers’
certificate stating that a review of the activities of the Company and it’s
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing officers who shall be the President and the Chief
Financial Officer of the Company, with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under the
Notes, and further stating, as to each such officer signing such certificate,
that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in the Notes and is
not in default in the performance or observance of any of the terms, provisions
and conditions of the Notes (or, if a Default or Event of Default has occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the
principal of, premium or interest, if any, on the Notes is prohibited or if
such event has occurred, a description of the event.


 


(b)           So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered to the Initial Holder pursuant to
Section 5(q) above shall be accompanied by a written statement of the Company’s
independent public accountants (who shall be a firm of established national
reputation) that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them
to believe that the Company has violated any provisions of Section 5 hereof or,
if any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation.


 


(c)           So long as any of the Notes are outstanding,
the Company shall deliver to the Initial Holder, forthwith upon any officer of
the Company becoming aware of any Default or Event of Default, an officers’
certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


23

















 


6.             Subordination


 


(a)           Agreement to
Subordinate.  The Company agrees,
and the Holder by accepting this Note agrees, that the Indebtedness evidenced
by this Note is subordinated in right of payment, to the extent and in the
manner expressly provided in this Article 6, to the prior payment in full in
cash of all Designated Senior Debt (or, with respect to Section 6(b) below,
Senior Debt) whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed, and that the subordination is for the benefit
of the holders of Senior Debt.


 


(b)           Liquidation;
Dissolution; Bankruptcy.  Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property, in an assignment for the
benefit of creditors relating to the Company or any marshaling of the Company’s
assets and liabilities (“Insolvency or Liquidation Proceeding”):


 


(i)            holders of Senior Debt
will be entitled to receive payment in full of all outstanding Obligations in
cash due in respect of such Senior Debt (including interest accruing after the
commencement of any such bankruptcy proceeding at the rate specified in the
applicable Senior Debt) before the Holders of Notes will be entitled to receive
any payment in respect of the Notes (except that Holders of Notes may receive
and retain Additional Notes (issued pursuant to the second paragraph of the
preamble of this Note) and Permitted Junior Securities and payments made from
any defeasance trust created pursuant to Section 18(a) hereof); and


 


(ii)           until all outstanding
Obligations in respect of Senior Debt (as provided in clause (i) above) are
paid in full in cash, any distribution to which Holders would be entitled in
respect of the Notes but for this Section 6 will be made to holders of Senior
Debt (except that Holders of Notes may receive and retain Additional Notes
(issued pursuant to the second paragraph of the preamble to this Note) and
Permitted Junior Securities and payments made from any defeasance trust created
pursuant to Section 18(a) hereof), as their interests may appear.


 


(c)           Default
on Designated Senior Debt.


 


(i)            The Company may not
make any payment or distribution to any Holder in respect of Obligations under
the Notes (other than Additional Notes (issued pursuant to the second paragraph
of the preamble to this Note), Permitted Junior Securities and payments made
from any defeasance trust created pursuant to Section 18(a) hereof) and may not
acquire from any Holder any Notes for cash or property (other than Permitted
Junior Securities and payments made from any defeasance trust created pursuant
to Section 18(a) hereof) until all principal and other outstanding Obligations
in respect of Designated Senior Debt have been paid in full in cash if:


 


(a)           a payment default on
Designated Senior Debt occurs and is continuing beyond any applicable grace
period in the agreement, indenture or other document governing such Designated
Senior Debt; or


 


24

















 


(b)           any other default
occurs and is continuing on any series of Designated Senior Debt that permits
holders of that series of Designated Senior Debt to accelerate its maturity and
the Holder Representative receives a notice of such default (a “Payment
Blockage Notice”) from the holders of such Designated Senior Debt or their
Representative; provided that, in the event that the Holders do not designate a
Holder Representative to the holders of Designated Senior Debt or their
Representative, then the Payment Blockage Notice will be given to each Person
for which the holders of Designated Senior Debt or their Representative has
been given written notice identifying such Person as a Holder.  If the Holder receives any such Payment
Blockage Notice, no subsequent Payment Blockage Notice will be effective for
purposes of this Section unless and until (A) at least 360 days have
elapsed since the delivery of the immediately prior Payment Blockage Notice and
(B) all scheduled payments of principal, premium, if any, and interest on the
Notes that have come due have been paid in full in cash.


 


No nonpayment default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the
Holders may be, or may be made, the basis for a subsequent Payment Blockage
Notice, unless, as of such date of delivery, such default has been cured or
waived for a period of not less than 180 days.


 


(ii)           The Company may and
will resume payments on and distributions in respect of the Notes and may
acquire them upon the earlier of:


 


(a)           in the case of a
payment default described in Section 6(c)(i)(a), upon the date on which
such default is cured or waived, or


 


(b)           in the case of a
nonpayment default described in Section 6(c)(i)(b), upon the earlier of
the date on which such nonpayment default is cured or waived or 179 days
after the date on which the applicable Payment Blockage Notice is received by
Holders, unless the maturity of any Designated Senior Debt has been accelerated,


 


if this Section 6 otherwise permits the
payment, distribution or acquisition at the time of such payment, distribution
or acquisition.


 


(d)           Acceleration
of Notes.  If payment of the Notes
is accelerated because of an Event of Default, the Company will promptly notify
holders of Senior Debt of the acceleration.


 


(e)           When
Distribution Must Be Paid Over.  In
the event that any Holder receives any payment in respect of any Obligations
under the Notes (other than Additional Notes (issued pursuant to the second
paragraph of the preamble to this Note), Permitted Junior Securities and
payments made from any defeasance trust created pursuant to Section 18(a)
hereof) at a time when such payment is prohibited by Section 6(c) hereof, such
payment will be held by such Holder, in trust for the benefit of, and will be
paid forthwith over and delivered, upon written request, to, the
Representatives, for application to the payment of all outstanding Obligations
in respect of Designated Senior Debt remaining unpaid to the extent necessary
to pay such outstanding Obligations in full in cash in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Designated Senior Debt.


 


25

















 


(f)            Notice
by Company.  The Company will
promptly notify the Holders of any facts known to the Company that would cause
a payment in respect of any Obligations under the Notes to violate this Section
6, but failure to give such notice will not affect the subordination of the
Notes to the Senior Debt or Designated Senior Debt, as applicable, as expressly
provided in this Section 6.


 


(g)           Subrogation.


 


(i)            After all outstanding
Senior Debt is paid in full in cash and until the Notes are paid in full in
cash, Holders of Notes will be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of
Senior Debt to receive payments or distributions applicable to Senior Debt to
the extent that payments or distributions otherwise payable to the Holders of
Notes have been applied to the payment of Senior Debt.  A payment or distribution made under this
Article 6 to holders of Senior Debt that otherwise would have been made to
Holders of Notes is not, as between the Company and Holders, a payment by the
Company in respect of the Notes.


 


(ii)           Subject to Section
6(g)(i), in the case where no Insolvency or Liquidation Proceeding exists,  after all outstanding Designated Senior Debt
is paid in full in cash and until the Notes are paid in full in cash, Holders
of Notes will be subrogated (equally and ratably with all other Indebtedness pari passu
with the Notes) to the rights of holders of Designated Senior Debt to receive
payments or distributions applicable to Designated Senior Debt to the extent
that payments or distributions otherwise payable to the Holders of Notes have
been applied to the payment of Designated Senior Debt.  A payment or distribution made under this
Article 6 to holders of Designated Senior Debt that otherwise would have been
made to Holders of Notes is not, as between the Company and Holders, a payment
by the Company in respect of the Notes.


 


(h)           Relative
Rights.  This Section 6 defines the
relative rights of Holders of Notes and holders of Senior Debt and Designated
Senior Debt, as applicable.  Nothing in
this Note will:


 


(i)            impair, as between the
Company and Holders of Notes, the obligation of the Company, which is absolute
and unconditional, to pay principal of, premium, if any, and interest in
respect of the Notes in accordance with their terms;


 


(ii)           affect the relative
rights of Holders of Notes and creditors of the Company other than their rights
in relation to holders of Senior Debt or Designated Senior Debt, as applicable;
or


 


(iii)          prevent any Holder of
Notes from exercising its available remedies upon a Default or Event of
Default, subject to the rights of holders and owners of Senior Debt or
Designated Senior Debt, as applicable, to receive distributions and payments
otherwise payable to Holders of Notes in accordance with this Section 6.


 


If the Company fails because of
this Section 6 to pay principal of, premium, if any, or interest in respect of
a Note on the due date, the failure is still a Default or Event of Default.


 


26

















 


(i)            Subordination
May Not Be Impaired by Company.  No
right of any holder of Senior Debt or Designated Senior Debt, as applicable, to
enforce the subordination of the Indebtedness evidenced by the Notes may be impaired
by any act or failure to act by the Company or any Holder or by the failure of
the Company or any Holder to comply with the Note.


 


(j)            Distribution
or Notice to Representative. 
Whenever a distribution is to be made or a notice given to or by holders
of Senior Debt, the distribution may be made and the notice given to or by
their Representative.  Upon any payment
or distribution of assets of the Company referred to in this Section 6, the
Holders of Notes will be entitled to rely upon any order or decree made by any
court of competent jurisdiction or upon any certificate of such Representative
or of the liquidating trustee or agent or other Person making any distribution
to the Holders of Notes for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Section 6.  With respect to any
Representative that does not submit such certificate, the Holders may rely on
the books and records of the Parent for the purpose of making the determination
set forth in the immediately prior sentence, unless objected to by any such
Representative submitting any such certificate, in which case, the Holders may
deposit such amount with a court of competent jurisdiction.


 


(k)           Reinstatement.


 


To the extent any payment of Senior Debt
(whether by or on behalf of the Company, as proceeds of security or enforcement
of any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then if such payment is recovered by, or paid over to, such receiver, trustee
in bankruptcy, liquidating trustee or other similar Person, the Senior Debt or
part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred.  To the extent the obligation to repay any
Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then the obligation so declared fraudulent, invalid or otherwise set aside (and
all other amounts that would come due with respect thereto had such obligation
not been so affected) shall be deemed to be reinstated and outstanding as
Senior Debt for all purposes hereof as if such declaration, invalidity or
setting aside had not occurred.


 


(l)            No
Waiver of Subordination Provisions.  Without
in any way limiting the generality of Section 6(i), such holders of Senior Debt
as are required or permitted under the agreement, indenture or other document
(if any) governing such Senior Debt, may, at any time and from time to time,
without the consent of or notice to the Holders, without incurring
responsibility to the Holders and without impairing or releasing the
subordination provided in this Section 6 or the obligations hereunder of the
Holders to the holders of Senior Debt, do any one or more of the
following:  (a) change the manner, place
or terms of payment or extend the time of payment, or renew or alter, Senior
Debt or any instrument evidencing the same or any agreement under which Senior
Debt is outstanding or secured; (b) sell, exchange or otherwise


 


27

















 


deal with any property pledged,
mortgaged or otherwise securing Senior Debt; (c) release any Person liable in
any manner for the collection of Senior Debt and (d) exercise or refrain from
exercising any rights against the Company and any other Person.


 


(m)          Amendments.  Notwithstanding any other provision of this
Note, the terms of this Section 6 may not be amended or modified without the
written consent of the lenders holding at least 51% of the aggregate
commitments and loans under each Credit Facility constituting Senior Debt,
holders of at least 51% of the aggregate principal amount outstanding of each
series of Senior Notes constituting Senior Debt and holders of at least 51% of
the aggregate principal amount outstanding of each series of Additional
Permitted Notes (other than Senior Notes) constituting Senior Debt.


 


(n)           Obligations Paid in
Full.  The expressions “payment in
full,” “paid in full” and any other similar phrase when used herein with
respect to “Obligations”, “Senior Debt” or “Designated Senior Debt” shall mean
the indefeasible payment in full, in cash, of all such Obligations, Senior Debt
or Designated Senior Debt, respectively, other than unmatured, contingent
obligations which by their terms survive termination of the agreement
evidencing the applicable Senior Debt.


 


7.             Events of Default


 


(a)           Each of the following
is an “Event of Default”:


 


(i)            the Company defaults
for 30 days in the payment when due of interest on the Notes whether or not
prohibited by the subordination provisions set forth in Section 6;


 


(ii)           the Company defaults in
payment when due of the principal of, or premium, if any, on the Notes, whether
or not prohibited by the subordination provisions set forth in Section 6;


 


(iii)          failure by the Company,
Worldspan or any of its Restricted Subsidiaries to comply with the provisions
of Section 5(h) hereof;


 


(iv)          failure by the Company,
Worldspan or any of its Restricted Subsidiaries for 30 days after notice from
the Holders of at least 25% in principal amount of the Notes to comply with the
provisions of Section 3(b), 3(c), 3(g), 5(b), 5(c), 5(f)(ii) or 5(k) hereof;


 


(v)           failure by the Company,
Worldspan or any of its Restricted Subsidiaries for 60 days after notice from
Holders of at least 25% in principal amount of the Notes to comply with any of
the other agreements in the Notes;


 


(vi)          failure by the Company,
Worldspan or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $28.75 million (net of any amounts covered by
insurance), which judgments are not paid, discharged or stayed for a period of
60 days;


 


28

















 


(vii)         the Company, Worldspan or
any of its Restricted Subsidiaries pursuant to or within the meaning of
Bankruptcy Law:


 


(a)           commences a voluntary
case,


 


(b)           consents to the entry
of an order for relief against it in an involuntary case,


 


(c)           consents to the
appointment of a custodian of it or for all or substantially all of its
property,


 


(d)           makes a general
assignment for the benefit of its creditors, or


 


(e)           generally is not paying
its debts as they become due; or


 


(viii)        a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(a)           is for relief against
the Company, Worldspan or any of its Restricted Subsidiaries in an involuntary
case;


 


(b)           appoints a custodian of
the Company, Worldspan or any of its Restricted Subsidiaries or for all or
substantially all of the property of the Company, Worldspan or any of its
Restricted Subsidiaries; or


 


(c)           orders the liquidation
of the Company, Worldspan or any of its Restricted Subsidiaries;


 


and the order or decree remains
unstayed and in effect for 60 consecutive days.


 


(b)           Acceleration.  Subject to the provisions of Section 6, in
the case of an Event of Default specified in clause (vii) or (viii) of Section
7(a) hereof, all outstanding Notes will become due and payable immediately
without further action or notice.  If
any other Event of Default occurs and is continuing, the holders of at least
25% of the outstanding principal amount of the Notes by written notice to the
Company and the Representatives (an “Acceleration Notice”), may declare the
unpaid principal of, accrued interest and premium, if any, on the Notes to be
immediately due and payable.  Upon such
declaration, the principal and interest shall become and be immediately due and
payable.  If an Event of Default
specified in clause (vii) or (viii) of Section 7(a) occurs, all principal of,
interest and premium, if any, on the Notes outstanding shall become and be
immediately due and payable without any declaration or other act on the part of
the Holders.   Any amounts received by
the Holder in connection with any action taken pursuant to this Section 7(b)
shall be subject to the provisions of Section 6.


 


(c)           Other Remedies.  Subject to the provisions of Section 6, if
an Event of Default occurs and is continuing, the holders of at least 25% of
the outstanding principal amount of the Notes may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of or interest
and premium, if any, on the Notes or to enforce the


 


29

















 


performance of any provision of
the Notes.  A delay or omission by any
Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


 


(d)           Waiver
of Past Defaults.  The Majority
Holders by notice to the Company may on behalf of the Holders of all of the
Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
the principal of, premium, if any, or interest on, the Notes (including in
connection with an offer to purchase); provided, however, that the Majority
Holders may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration.  Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of the Notes; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.


 


8.             Amendment and Waiver


 


Except as provided below in this Section 8,
the Company may amend this Note with the consent of the Majority Holders voting
as a single class (including, without limitation, consents obtained in
connection with a purchase of or a tender offer or exchange offer for the
Notes) and, subject to Sections 7(d) hereof, any existing Default or compliance
with any provision of this Note may be waived with the consent of the Majority
Holders voting as a single class (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes).  After an amendment, supplement or waiver
under this Section 8 becomes effective, the Company will mail to the Holders of
Notes affected thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Company to
mail such notice, or any defect therein, will not, however, in any way impair
or affect the validity of any such amendment, supplement or waiver.  Subject to Section 7(d) hereof, the Majority
Holders voting as a single class may waive compliance in a particular instance
by the Company with any provision of the Notes.  Notwithstanding anything to the contrary contained herein,
without the consent of each Holder affected thereby, an amendment or waiver
under this Section 8 may not (with respect to any Notes held by a
non-consenting Holder):


 


(i)            reduce the principal
amount of Notes whose Holders must consent to an amendment, supplement or
waiver;


 


(ii)           reduce the principal of
or change the fixed maturity of any Note or alter or waive any of the
provisions with respect to the redemption of the Notes (other than provisions
relating to the covenants contained in Sections 3(g) and 5(f));


 


(iii)          reduce the rate of or
change the time for payment of interest, including default interest, on any
Note;


 


(iv)          waive a Default or Event
of Default in the payment of principal of or premium, if any, or interest on
the Notes (except a rescission of acceleration of the Notes by the Majority
Holders and a waiver of the payment default that resulted from such
acceleration);


 


30

















 


(v)           make any Note payable
in money other than that stated in the Notes;


 


(vi)          make any change in the
provisions of this Note relating to waivers of past Defaults or the rights of
Holders of Notes to receive payments of principal of, or interest or premium,
if any, on the Notes;


 


(vii)         waive a redemption
payment with respect to any Note (other than a payment required by one of the
covenants contained in Sections 3(g) and 5(f)); or


 


(viii)        make any change in the
preceding amendment and waiver provisions.


 


9.             Transfer and Exchange


 


When this Note is presented to the Company
with a request to register a transfer, the Company shall register a transfer as
requested, if the requirements for such transfer set forth in the fourth
paragraph of this Note are met; provided, however, that if this
Note is presented or surrendered for registration of transfer or exchange it
shall be duly endorsed or be accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company duly executed by the Holder or his
attorney duly authorized in writing. 
The Company may charge for its reasonable out-of-pocket expenses
incurred in connection with any transfer or exchange of this Note.  All transfers of this Note (and any
replacement thereof) must comply with the requirements of Section 6 and shall
be subject to the limitations set forth in Section 14.


 


10.           Replacement Notes


 


(a)           If a mutilated Note is
surrendered to the Company or if the Holder of this Note presents evidence to
the reasonable satisfaction of the Company that this Note has been lost,
destroyed or wrongfully taken, the Company shall issue a replacement Note of
like tenor if the requirements of the Company for such transactions are
met.  An indemnity agreement may be
required that is sufficient in the reasonable judgment of the Company to
protect the Company from any loss which it may suffer.  The Company may charge for its reasonable
out-of-pocket expenses incurred in replacing this Note.


 


(b)           If the Note is surrendered to the Company in
order to effectuate the Company’s exercise of the setoff right to the extent
permitted by Section 14, the Company shall issue a replacement Note of like
tenor to the Holder provided that the amount of the replacement Note shall be
reduced by the applicable Indemnity Claim Amount.


 


11.           No Recourse Against Others


 


No director, officer, employee, incorporator,
Affiliate, stockholder or partner of the Company will have any liability for
any obligations of the Company under this Note or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting this Note
waives and releases all such liability.


 


31

















 


12.           Notice


 


All notices, requests, demands, and other
communications under this Note shall be in writing and shall be deemed
given:  (a) when received if delivered
personally; (b) on the next Business Day if sent by overnight service prepaid
with instructions for next Business Day delivery; or (c) on the day of
transmission if telecopied (transmission confirmed), to the parties at the
following addresses and numbers (or to such other addresses and numbers as a party
may have specified by notice given to the others pursuant to this provision):


 


(i)            If to the Company, to:


 


Travel Transaction Processing
Corporation


300 Galleria Parkway, N.W.


Atlanta, Georgia  30339


Attention:  Chief Financial Officer


Telecopier No.:  770-563-7878


 


With a copy to:


 


Dechert LLP


4000 Bell Atlantic Tower


1717 Arch Street


Philadelphia, PA  19103-2793


Attention:  Geraldine A. Sinatra


Telecopier
No.:  215-994-2222


 


(ii)           If to the Holder, at its address listed on
the transfer books of the Company.


 


13.           Governing Law


 


This Note shall be deemed a contract under,
and shall be governed and construed in accordance with, the laws of the State
of New York without giving effect to principles of conflicts of laws.


 


14.           Set-off;
Satisfaction of Claims


 


This Note is being delivered as part of the
purchase price being paid pursuant to the Purchase Agreement.  The Company shall have the right during the
Survival Period, at its option, to set off against its obligations hereunder
the amount of any claim which the Company asserts against the Initial Holder
pursuant to Section 8.2(a) or 8.2(b) of the Purchase Agreement (an “Indemnity
Claim” and the amount of such claim, the “Indemnity Claim Amount”), which
Indemnity Claim can only be made to the extent permitted under the Purchase
Agreement, and, at the option of the Company, all or a portion of this Note may
be surrendered to the Company in order to effectuate the Company’s exercise of
such setoff right, in which case the Company shall issue to the Holder a replacement
Note in accordance with Section 10(b); provided, that these set


 


32

















 


off rights are subject to, with respect to
the first such Indemnity Claim Amount, the Company providing written notice to
the Initial Holder of such Indemnity Claim (the “Initial Indemnity Claim
Notice”) and, with respect to any such subsequent Indemnity Claim Amount, the
Company depositing into the Escrow Account pursuant to the TTPC/[Holder]
Indemnity Claim Escrow Agreement pending resolution of the Indemnity Claim, at
such time during the Survival Period as any cash payments become due and
payable hereunder, an amount of cash equal to the Cash Interest and cash
principal portion of the amount so set off by the Company that is then due and
payable under this Note; and provided, further, that the maximum aggregate
amount that may be set off by the Company pursuant to this Section 14 shall
equal $[          ].  Within seven days after the Initial Holder’s
receipt of the Initial Indemnity Claim Notice, each of the Initial Holder and
the Company will enter into the TTPC/[Holder] Indemnity Claim Escrow Agreement
and shall deliver duly executed signature pages to each other and to the Escrow
Agent.  Within one Business Day of the
execution of the TTPC/[Holder] Indemnity Claim Escrow Agreement by all parties
thereto, the Company shall deposit the amount set off with respect to the
Initial Indemnity Claim Notice into the Escrow Account.  All Indemnity Claim Amounts so set off by
the Company pursuant to this Section 14 shall be held and distributed by the
Escrow Agent as provided in the TTPC/[Holder] Indemnity Claim Escrow
Agreement.  Without limitation of the
foregoing, it is understood and agreed that the Company may not assert any
Indemnity Claims unless and until the applicable indemnity basket amounts under
the Purchase Agreement have been exceeded. 
This Section 14 shall be binding upon the Initial Holder and its
Affiliates but shall in no event be binding upon any Person which is not an Affiliate
of the Initial Holder to whom all or a portion of this Note is transferred and
any replacement Note or Notes issued to such transferee will omit this Section
14 and all references thereto (including the third legend on the first page of
this Note), provided that the Initial Holder enters into the TTPC/[Holder]
Indemnity Claim Escrow Agreement and makes the deposit into the Escrow Account
required, if any, pursuant to Section 1.2 of the TTPC/[Holder] Indemnity Claim
Escrow Agreement (the “Escrow Deposit”). 
Upon a [Holder] Note Transfer and if any portion of this Note is
retained by the Initial Holder, this Section 14 shall terminate and no longer
be binding upon the Initial Holder and any replacement Note or Notes issued to
the Initial Holder will omit this Section 14 and all references thereto
(including the third legend on the first page of this Note), provided that the
Initial Holder makes the Escrow Deposit into the Escrow Account as required by
the preceding sentence.


 


15.           Successors,
Etc.; Entire Agreement; Assignment


 


This Note shall be binding upon and shall
inure to the benefit of and be enforceable by the respective permitted
successors and assigns of the Company and the registered Holder thereof.  This Note constitutes the entire agreement between
the parties, superseding all prior understandings and writings, with respect to
the Indebtedness represented hereby. 
Subject to Section 14, this Note may be assigned or transferred by the
Holder without the prior written consent of the Company.  The Company may not assign or transfer any
of its rights or obligations hereunder or any interest herein without the prior
written consent of the Holder, except in connection with a transaction
permitted under Section 3(h) hereof. 
Any assignment or transfer made by the Holder or the Company in
violation of this Section 15 shall be null and void.


 


33

















 


16.           Headings


 


The section headings of this Note are for
convenience only and shall not affect the meaning or interpretation of this
Note or any provision hereof.


 


17.           Indenturization.  In the
event that any Holder exercises a right to request a registration of the Note
held by such Holder pursuant to the
Registration Rights Agreement, dated as of the Original Issue Date, between the
Company, American Airlines and Delta Air Lines (as may be amended from time to
time, the “Registration Rights Agreement”), such Holder shall, in connection
with the exercise of its “demand,” have the right to require that the Company
execute an indenture (the “Seller Note Indenture”) with respect to all of the Seller Notes in
accordance with the terms of the Registration Rights Agreement containing the
terms set forth in the Notes and otherwise in a form substantially the same as
the Senior Note Indenture (except for changes necessary to reflect the
differences between senior and subordinated rankings, the difference in
issuers, the lack of guarantees for the Seller Notes, reasonable modifications
to Article II thereof regarding the form of the Notes and any other difference
expressly provided for in this Note). 
Each Holder agrees that, upon execution of the Seller Note Indenture,
(i) the Notes will be subject to and bound by the terms of the Seller Note
Indenture and the terms of this Note will have no further force and effect and
(ii) such Holder will, promptly upon receipt of notice from the Company
relating to the execution of the Seller Note Indenture, surrender the Note held
by such Holder to the trustee for such Seller Note Indenture in exchange for a
new note issued by the Company pursuant to the terms of the Seller Note
Indenture in an aggregate principal amount equal to the aggregate principal
amount plus accrued and unpaid interest and premium, if any, payable on the
Note so surrendered.


 


18.           Legal
Defeasance and Covenant Defeasance.


 


(a)           Option to Effect
Legal Defeasance or Covenant Defeasance.


 


The Company may, at the option of its Board
of Directors evidenced by a resolution set forth in an Officers’ Certificate,
at any time, elect to have either Section 18(b) or 18(c) hereof be applied to
all outstanding Notes upon compliance with the conditions set forth below in
this Section 18; provided, however, that the Company may not exercise its
rights under Section 18(b) or 18(c) hereof unless it also exercises its rights
to Legal Defeasance or Covenant Defeasance (as the case may be) under, and
complies with all terms and conditions of, the corresponding provisions of all
Seller Notes.


 


(b)           Legal
Defeasance and Discharge.


 


Upon the Company’s exercise under Section
18(a) hereof of the option applicable to this Section 18(b), the Company will,
subject to the satisfaction of the conditions set forth in Section 18(d)
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”).  For
this purpose, Legal Defeasance means that the Company will be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, which will thereafter be deemed to be “outstanding” only for the
purposes of Section 18(e) hereof and the other Sections of this Note referred
to in clauses (1) and (2) below, and to have satisfied all


 


34

















 


its other obligations under such Notes,
except for the following provisions which will survive until otherwise
terminated or discharged hereunder:


 


(1)           the rights of Holders
of outstanding Notes to receive payments in respect of the principal of, or
interest or premium, if any, on such Notes when such payments are due from the
trust referred to in Section 18(d) hereof;


 


(2)           the Company’s
obligations with respect to such Notes under Sections 9 and 10 hereof;


 


(3)           the provisions of this
Section 18 relating to Legal Defeasance.


 


Subject to compliance with this Section 18,
the Company may exercise its option under this Section 18(b) notwithstanding
the prior exercise of its option under Section 18(c) hereof.


 


(c)           Covenant
Defeasance.


 


Upon the Company’s exercise under Section
18(a) hereof of the option applicable to this Section 18(c), the Company will,
subject to the satisfaction of the conditions set forth in Section 18(d)
hereof, be released from each of its obligations under the covenants contained
in Sections 3(b), 3(c), 5(b), 5(c), 5(d), 5(e), 5(f), 5(g), 5(i), 5(j), 5(k),
5(l) and 5(m) hereof and clauses (3) and (4) of the first paragraph of Section
5(h) hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 18(d) hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes).  For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and will have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply will not
constitute a Default or an Event of Default under Section 7 hereof, but, except
as specified above, the remainder of this Note will be unaffected thereby.  In addition, upon the Company’s exercise
under Section 18(a) hereof of the option applicable to this Section 18(c)
hereof, subject to the satisfaction of the conditions set forth in Section
18(d) hereof, Sections 7(a)(iii) through 7(a)(v) hereof will not constitute
Events of Default.


 


(d)           Conditions
to Legal or Covenant Defeasance.


 


In order to exercise either Legal Defeasance
or Covenant Defeasance under either Section 18(b) or 18(c) hereof:


 


(1)       the Company must
irrevocably deposit in a separate account of the Company, in trust, for the
benefit of the Holders (a “Defeasance Account”), cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants,


 


35

















 


to pay the principal of, premium, if any, and interest
on the outstanding Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date; such Defeasance Account shall be maintained with a Qualified Bank, and,
except as set forth in Sections 18(e) and 18(f) hereof, the Company shall have
no right to withdraw any cash or Government Securities held therein.


 


(2)           in the case of an
election under Section 18(b) hereof, the Company has delivered to the Holders
an opinion of counsel in the United States confirming that:


 


(a)           the Company has received from, or there
has been published by, the Internal Revenue Service a ruling; or


 


(b)           since the Original Issue Date, there has
been a change in the applicable federal income tax law,


 


in either case to the effect that, and based
thereon such opinion of counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 


(3)           in the case of an
election under Section 18(c) hereof, the Company must deliver to the Holders an
opinion of counsel in the United States confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)           no Default or Event of
Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit);


 


(5)           such Legal Defeasance
or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under, any material agreement or instrument (other than
this Note and the Seller Notes) to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound;


 


(6)           the Company must
deliver to the Holders an officers’ certificate stating that the deposit was
not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others; and


 


(7)           the Company must
deliver to the Holders an officers’ certificate and an opinion of counsel,
which opinion of counsel may be subject to customary assumptions and
exclusions, each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


36

















 


(e)           Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.


 


Subject to Section 18(f) hereof, all money
and non-callable Government Securities (including the proceeds thereof)
deposited in the Defeasance Account pursuant to Section 18(d) hereof in respect
of the outstanding Notes will be held in trust and applied by the Company, in accordance
with the provisions of such Notes, to the payment, either directly or through
any paying agent (including the Company acting as paying agent) as the Company
may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.


 


The Company
will pay and indemnify the Qualified Bank that maintains the Defeasance Account
against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 18(d) hereof
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes.


 


Notwithstanding anything in this Section 18
to the contrary, the Company may withdraw from the Defeasance Account from time
to time any money or non-callable Government Securities held by it as provided
in Section 18(d) hereof which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Holders (which may be the opinion delivered under Section
18(d)(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.


 


(f)            Repayment
to Company.


 


Any money deposited in the Defeasance Account
for the payment of the principal of, or premium, if any, or interest on any
Note and remaining unclaimed for two years after such principal, or premium, if
any, or interest has become due and payable shall be paid to the Company on its
request or (if then held by the Company) will be discharged from such trust;
and the Holder of such Note will thereafter be permitted to look only to the
Company for payment thereof, and all liability of the paying agent with respect
to such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the paying agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


(g)           Reinstatement.


 


If the Company or paying agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 18(b) or 18(c) hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,


 


37

















 


restraining or otherwise prohibiting such
application, then the Company’s obligations under this Note will be revived and
reinstated as though no deposit had occurred pursuant to Section 18(b) or 18(c)
hereof until such time as the Company or paying agent is permitted to apply all
such money in accordance with Section 18(b) or 18(c) hereof, as the case may
be; provided,
however, that, if the Company makes any payment of principal of, or
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Company or paying
agent in the Defeasance Account.


 


19.           Certain
Company Payments Restricted.


 


If any Cash Interest Amount
remains unpaid in cash under this Note for a period of more than one year,
then, until such time as (A) the Additional Notes issued in lieu of such Cash Interest Amount and (B) the
Additional Notes issued in lieu of subsequent Cash Interest Amounts, if any, on
Interest Payment Dates prior to the date of redemption of the Additional Notes
referred to in clause (A), in each case are redeemed in full (such period of
time, the “Payment Block Period”), (i) neither the Company, Worldspan or their
respective controlled Affiliates will pay any management or advisory fees (or
other fees of a similar nature with different names) to Citigroup Venture
Capital Equity Partners, L.P. or any of its Affiliates (collectively, “CVC”) or
to Ontario Teachers’ Pension Plan Board or any of its Affiliates (collectively,
“OTPP”), other than the reimbursement of actual out-of-pocket costs and
expenses and the payment of fees and reimbursement of actual out-of-pocket
costs and expenses for the provision by any Affiliate of CVC to the Company or
Worldspan of commercial banking or lending services, investment banking or
other similar services (other than pursuant to the Advisory Agreement) on terms
that are no less favorable to the Company or Worldspan, as applicable, than
those that would have been obtained by an unaffiliated party and that are
approved in good faith by a majority of the members of the Board of Directors
of the Company or Worldspan, as applicable, (ii) the Company will not make any
dividend payments (except for stock dividends (other than Disqualified Stock))
on its Class A Common Stock, Class B Common Stock or any other equity
securities of the Company to CVC or OTPP, and (iii) none of the Company,
Worldspan or their respective controlled Affiliates will pay any director fees
to any director on the Board of Directors of the Company, Worldspan or any such
controlled Affiliate, as applicable, who is employed by or is a consultant to
CVC or OTPP during the Payment Block Period or was employed by or was a
consultant to CVC or OTPP at any time during the six months prior to the
Payment Block Period (the “Sponsor Directors”), other than reimbursement of
actual out-of-pocket costs and expenses.


 


20.           Definitions.


 


(a)           Certain Definitions.


 


“Acquired Debt” means, with respect to any
specified Person:


 


(1)           Indebtedness of any other Person existing at the
time such other Person is merged with or into or became a Subsidiary of such
specified Person, whether or not such Indebtedness is incurred in connection
with, or in contemplation of, such other Person merging with or into, or
becoming a Subsidiary of, such specified Person; provided that Indebtedness
of


 


38

















 


such
other Person that is redeemed, defeased, retired or otherwise repaid at the
time, or immediately upon consummation, of the transaction by which such other
person is merged with or into or became a Restricted Subsidiary of such Person
shall not be Acquired Debt; and


 


(2)           Indebtedness secured by a Lien encumbering any
asset acquired by such specified Person; provided that the amount of such
Indebtedness shall be deemed to be the lesser of the value of such asset and
the amount of the obligation so secured.


 


“Additional Permitted Notes” means all Indebtedness of the Company or
any of its subsidiaries evidenced by bonds, notes, debentures or similar
instruments, other than the Senior Notes and the Seller Notes, as amended,
amended and restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time.


 


“Advisory Agreement” means the Advisory Agreement, dated as of the
Original Issue Date, by and between the Company and CVC Management LLC.


 


“Affiliate” of any specified Person means
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For purposes of this definition, “control,”
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10%
or more of the Voting Stock of a Person will be deemed to be control.  For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative
meanings.  No Person (other than
Worldspan or any Restricted Subsidiary of Worldspan) in whom a Receivables
Subsidiary makes an Investment in connection with a Qualified Receivables
Transaction will be deemed to be an Affiliate of the Company, Worldspan or any
of its Subsidiaries solely by reason of such Investment.


 


“Aggregate Cash Interest Amount” means
interest equal to 5% per annum of the then outstanding principal amount of the
Seller Notes.


 


“American Airlines” means American
Airlines, Inc.


 


“American Group” means American Airlines
and its Affiliates.


 


“American Note” means the Subordinated Note
issued to American Airlines on the Original Issue Date by the Company in the
aggregate principal amount of
$[           ],
including any replacement notes and Additional Notes issued pursuant to the
American Note.


 


“American Note Transfer” means a transfer
of the American Note from American Airlines to a third party in accordance with
the terms of the American Note such that the American Group no longer holds, in
the aggregate, a portion of the American Note evidencing at least
$[             ]
in principal amount and accrued and unpaid interest thereon.


 


39

















 


“Asset Sale” means:


 


(1)           the sale, lease,
conveyance or other disposition of any assets or rights; provided that the sale,
conveyance or other disposition of all or substantially all of the assets of
the Company, Worldspan and its Restricted Subsidiaries taken as a whole will be
governed by Section 3(b) and/or 5(h) as applicable and not by the provisions of
Section 5(f) hereof; and


 


(2)           the issuance or sale of
Equity Interests by Worldspan or any of its Restricted Subsidiaries (other than
directors qualifying shares or shares required by applicable law to be held by
a Person other than the Company, Worldspan or a Restricted Subsidiary).


 


Notwithstanding the preceding, none of the
following items will be deemed to be an Asset Sale:


 


(1)           any single transaction
or series of related transactions that involves assets having a fair market
value of less than $2.875 million;


 


(2)           a transfer of assets
between or among the Company, Worldspan and its Restricted Subsidiaries,


 


(3)           an issuance of Equity
Interests by a Subsidiary to the Company, Worldspan or to a Restricted
Subsidiary;


 


(4)           the sale, lease,
conveyance or other disposition of equipment, inventory, intellectual property
or accounts receivable in the ordinary course of business, including the sale
or other disposition of obsolete, uneconomical, negligible, worn-out or surplus
assets;


 


(5)           the sale or other
disposition of cash or Cash Equivalents;


 


(6)           a Restricted Payment or
Permitted Investment that is permitted by Section 5(b);


 


(7)           sales of accounts
receivable and related assets of the type specified in the definition of
“Qualified Receivables Transaction” to a Receivables Subsidiary for the fair market
value thereof, including cash in an amount at least equal to 75% of the book
value thereof as determined in accordance with GAAP, it being understood that,
for the purposes of this clause (7), notes received in exchange for the
transfer of accounts receivable and related assets will be deemed cash if the
Receivables Subsidiary or other payor is required to repay said notes as soon
as practicable from available cash collections less amounts required to be
established as reserves pursuant to contractual agreements with entities that
are not Affiliates of the Company entered into as part of a Qualified
Receivables Transaction; and


 


(8)           transfers of accounts
receivable and related assets of the type specified in the definition of
“Qualified Receivables Transaction” (or a fractional undivided interest
therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.


 


40

















 


“Bankruptcy Law” means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors.


 


“Beneficial Owner” has the meaning assigned
to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.  The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.


 


“Board of Directors” means:


 


(1)           with respect to a
corporation, the board of directors of the corporation; and


 


(2)           with respect to any
other Person, the board or committee of such Person serving a similar function.


 


“Business Day” means any day except Saturday,
Sunday or any other day on which commercial banks in New York, New York, U.S.A.
are authorized or required by law to remain closed.


 


“Capital Lease Obligation” means, at the
time any determination is to be made, the amount of the liability in respect of
a capital lease that would at that time be required to be capitalized on a
balance sheet in accordance with GAAP.


 


‘‘Capitalized Software Arrangements’’ means,
at the time any determination is made, the amount of liability in respect of
long term software arrangements that are at that time capitalized on a balance
sheet in accordance with GAAP and payable over a time period in excess of 12
months.


 


“Capital Stock” means:


 


(1)           in the case of a
corporation, corporate stock;


 


(2)           in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;


 


(3)           in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited); and


 


(4)           any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.


 


“Cash Equivalents” means:


 


(1)           United States dollars
or foreign currency that is readily exchangeable into United States dollars;


 


(2)           securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality of the United States government (provided


 


41

















 


that the full faith and credit of the United States is
pledged in support of those securities) having maturities of not more than one
year from the date of acquisition;


 


(3)           securities issued or
directly and fully guaranteed or insured by any state of the United States or
any agency or instrumentality thereof having maturity of not more than one year
from the date of acquisition and, at the time of acquisition, having one of the
two highest ratings obtainable from either Moody’s Investors Service, Inc. or
Standard & Poor’s Ratings Services;


 


(4)           certificates of
deposit, time deposits and eurodollar time deposits with maturities of one year
or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case, with any
commercial bank having combined capital and surplus in excess of $500.0 million
and a Thomson Bank Watch Rating of “B” or better;


 


(5)           repurchase obligations
with a term of not more than thirty days for underlying securities of the types
described in clauses (2), (3) and (4) above entered into with any financial
institution meeting the qualifications specified in clause (4) above;


 


(6)           commercial paper having
one of the two highest ratings obtainable from either Moody’s Investors
Service, Inc. or Standard & Poor’s Rating Services and in each case
maturing within one year after the date of acquisition; and


 


(7)           money market funds at
least 95% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (1) through (6) of this definition.


 


“Cash Interest Amount” means interest equal
to 5% per annum of the then outstanding principal amount of this Note.


 


“Certificate of Incorporation” shall mean
the Certificate of Incorporation of the Company.


 


“Change of Control” shall mean a “Change of
Control” as defined in the Senior Note Indenture as in effect on the Original
Issue Date.


 


“Class B Dividends” means the annual special
dividend payable to holders of the Company’s Class B Common Stock, not to exceed
an annual aggregate amount of $0.6 million per year plus any additional special
dividends payable to the holders of the Company’s Class B Common Stock in an
amount not to exceed the fees received by the Company from Worldspan in compliance with clause (13) of Section 5(g)
hereof.


 


“Consolidated Cash Flow” means, with
respect to any specified Person for any period, the Consolidated Net Income of
such Person for such period plus:


 


(1)           an amount equal to any
extraordinary loss plus any net loss realized by such Person or any of its
Restricted Subsidiaries in connection with an Asset Sale, to the extent such
losses were deducted in computing such Consolidated Net Income; plus


 


42

















 


(2)           provision for taxes
based on income or profits or the Tax Amount of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes or
Tax Amount was deducted in computing such Consolidated Net Income; plus


 


(3)           the Fixed Charges of
such Person and its Restricted Subsidiaries for such period, to the extent that
any such Fixed Charges were deducted in computing such Consolidated Net Income;
plus


 


(4)           depreciation,
amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior
period) and other non-cash expenses (excluding any such non-cash expense to the
extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a
prior period) of such Person and its Restricted Subsidiaries for such period to
the extent that such depreciation, amortization and other non-cash expenses
were deducted in computing such Consolidated Net Income; plus


 


(5)           other expenses incurred
in connection with the Transaction on or prior to the Original Issue Date;
minus


 


(6)           non-cash items
increasing such Consolidated Net Income for such period, other than the accrual
of revenue in the ordinary course of business,


 


in each case, on a consolidated basis and
determined in accordance with GAAP.


 


“Consolidated Net Income” means with
respect to any specified Person for any period, the aggregate of the Net Income
of such Person and its Restricted Subsidiaries (it being understood and agreed
that Worldspan is a Restricted Subsidiary of the Company) for such period, on a
consolidated basis, determined in accordance with GAAP; provided that:


 


(1)           the Net Income of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting will be included only to the extent of the amount
of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;


 


(2)           the Net Income of any
Subsidiary of Worldspan that is a Restricted Subsidiary will be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that Net Income to such Person and its Restricted
Subsidiaries is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary or its stockholders, except
to the extent that any dividend or similar distribution is actually made and
not otherwise included in Consolidated Net Income of such Person;


 


(3)           the Net Income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition will be excluded;


 


43

















 


(4)           the cumulative effect
of a change in accounting principles will be excluded;


 


(5)           the Net Income of any
Unrestricted Subsidiary will be excluded, whether or not distributed to the
specified Person or one of its Subsidiaries;


 


(6)           with respect to the
Company, an amount equal to the product of (a) the amortization of intangibles
incurred as a result of purchase accounting in connection with the acquisition,
of Worldspan by the Principals times (b) a fraction, the numerator of which is
one minus the then combined federal, state and local income tax rate that was
or would have been utilized to calculate the Tax Amount of Worldspan),
expressed as a decimal, and the denominator of which is one, in each case, on a
consolidated basis and in accordance with GAAP, shall be added to Consolidated
Net Income; and


 


(7)           with
respect to the Company, the charges or expenses, if any, incurred with respect
to the FASA Credits becoming due and payable in the event of a Continuing
Payment Termination or Worldspan Bankruptcy FASA Rejection will be added back
to Consolidated Net Income of Worldspan to the extent such charges or expenses
were deducted in computing such Consolidated Net Income.


 


“Continuing Payment Termination” means a Delta Continuing Payment Termination or a
Northwest Continuing Payment Termination, in each case, as defined in the
applicable Founder Airline Services Agreement.


 


“Credit Agreement” means that certain
Credit Agreement, dated as of the Original Issue Date, by and among the
Company, WS Holdings LLC,  Worldspan,
Lehman Commercial Paper Inc., as administrative agent, Lehman Brothers, Inc.,
as book-runner and lead arranger, and the other lenders and agents party
thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case
as amended, amended and restated, modified, renewed, refunded, increased,
replaced or refinanced from time to time (whether the same are provided by the
original agents and lenders under such Credit Facility or a successor agent or
other lenders).


 


“Credit Facility” or “Credit Facilities” means,
one or more debt facilities (including, without limitation, the Credit
Agreement) or commercial paper facilities, in each case with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, increased, replaced or refinanced in
whole or in part from time to time.


 


“CVC Stockholders” means Citicorp Venture
Capital Equity Partners, L.P., CVC Executive Fund LLC and CVC/SSB Employee
Fund, L.P.


 


“Default” means any event that is, or with
the passage of time or the giving of notice or both would be, an Event of
Default.


 


“Delta Air Lines” means Delta Air Lines,
Inc.


 


44

















 


“Delta Continuing Payment” has the meaning
assigned to such term in the Founder Airline Services Agreement between
Worldspan and Delta Air Lines.


 


“Delta Group” means Delta Air Lines and its
Affiliates.


 


“Delta Note” means the Subordinated Note
issued to Delta Air Lines on the Original Issue Date by the Company in the
aggregate principal amount of
$[            ],
including any replacement notes and Additional Notes issued pursuant to the
Delta Note.


 


“Designated Senior Debt” means:


 


(1)           all Indebtedness of the
Company and its Subsidiaries outstanding under the Credit Agreement;


 


(2)           all Indebtedness of the
Company or any of its Subsidiaries represented by the Senior Notes and any
related guarantees;


 


(3)           all Credit Facilities
and Additional Permitted Notes of the Company or any of its subsidiaries, other
than the Credit Agreement and the Senior Notes, to the extent  that
at the time of the incurrence of such Indebtedness, the Company’s ratio of
Designated Senior Debt to Consolidated Cash Flow for the Company’s most
recently ended four full fiscal quarters for which internal financial
statements are available is not greater than 4.25 to 1.0, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom)
as if such Credit Facilities and/or such Additional Permitted Notes had been
issued at the beginning of such four-quarter period; and


 


(4)           all Obligations in
respect of the items listed in the preceding clauses (1), (2) and (3).


 


Notwithstanding anything
to the contrary in the foregoing, Designated Senior Debt will not include any
Indebtedness which by its terms or the terms of any instrument creating or evidencing
it (including the terms of any instrument extending, renewing, refinancing or
deferring the same) is pari passu with, or subordinate in right
of payment to, the Seller Notes.


 


“Disqualified Stock” means any Capital
Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the
holder of the Capital Stock), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder of the Capital Stock, in whole or in
part, on or prior to the date that is 91 days after the date on which the Notes
mature provided,
however,
only the portion of Capital Stock which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is redeemable at the option of
the holder thereof prior to such date will be deemed to be Disqualified
Stock.  Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require Worldspan to
repurchase such Capital Stock upon the occurrence of a change of control or an
asset sale will not constitute Disqualified Stock if the terms of such Capital
Stock provide that Worldspan may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 5(b).


 


45

















 


“Domestic Subsidiary” means any Restricted
Subsidiary of the Company that was formed under the laws of the United States
or any state of the United States or the District of Columbia.


 


“Equity Interests” means Capital Stock and
all warrants, options or other rights to acquire Capital Stock (but excluding
any debt security that is convertible into, or exchangeable for, Capital
Stock).


 


“Escrow Account” means Escrow Account as
defined in the TTPC/[Holder] Indemnity Claim Escrow Agreement.


 


“Escrow Agent” means the escrow agent as
defined in the TTPC/[Holder] Indemnity Claim Escrow Agreement.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Exchange Notes” means the 9-5/8% Senior Notes
due 2011, of the same series under the Senior Note Indenture as the Senior
Notes, to be issued pursuant to the Senior Note Registration Rights Agreement.


 


“Existing Indebtedness” means any
Indebtedness of the Company, Worldspan and its Restricted Subsidiaries (other
than Indebtedness under the Credit Agreement and Indebtedness represented by
Capital Lease Obligations and Capitalized Software Arrangements) in existence
on the Original Issue Date, until such amounts are repaid, and Indebtedness
represented by Capital Lease Obligations and Capitalized Software Arrangements in
an amount at any time outstanding not to exceed the amount of Indebtedness
represented by such Capital Lease Obligations and Capitalized Software
Arrangements, respectively, outstanding on the Original Issue Date.


 


‘‘FASA Credits’’ means the Delta FASA Credit
and the Northwest FASA Credit, in each case, as defined in the applicable
Founder Airline Services Agreement.


 


‘‘FASA Excess Credit Amount’’ has the
meaning assigned to such term in the Founder Airline Services Agreements.


 


“FASA Guarantees” means the Guarantees from
the Company provided to each of Delta Air Lines and Northwest Airlines, Inc.
relating to certain of Worldspan’s obligations under the Founder Airline
Services Agreements


 


“Fixed Charges” means, with respect to any
specified Person for any period, the sum, without duplication, of:


 


(1)           the consolidated
interest expense of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued, including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations and
Capitalized Software Arrangements, commissions, discounts and other fees and
charges incurred in respect of letter of credit


 


46

















 


or bankers’ acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations; plus


 


(2)           the consolidated interest
of such Person and its Restricted Subsidiaries that was capitalized during such
period; plus


 


(3)           any interest expense on
Indebtedness of another Person that is Guaranteed by such Person or one of its
Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus


 


(4)           the product of (a) all
cash dividend payments or other distributions (and non-cash dividend payments
in the case of a Person that is a Restricted Subsidiary) on any series of
preferred equity of such Person, times (b) a fraction, the numerator of which
is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person (or, in the case of
a Person that is a partnership or a limited liability company, the combined
federal, state and local income tax rate that was or would have been utilized
to calculate the Tax Amount of such Person), expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP; plus


 


(5)           the amount of any
dividends paid during such period pursuant to Section 4.07(b)(6) of the Senior
Note Indenture.


 


provided, that the
payments of the Delta FASA Credit, Northwest FASA Credit and FASA Excess Credit
Amount under the Founder Airline Services Agreements shall not be deemed to be
“Fixed Charges” for any reason, regardless of the timing of payment.


 


“Fixed Charge Coverage Ratio” means with
respect to any specified Person and its Restricted Subsidiaries for any period,
the ratio of the Consolidated Cash Flow of such Person and its Restricted
Subsidiaries for such period to the Fixed Charges of such Person and its
Restricted Subsidiaries for such period. 
In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any
Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock or preferred equity subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro
forma effect to such incurrence, assumption, Guarantee, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of
preferred stock or preferred equity, and the use of the proceeds therefrom as
if the same had occurred at the beginning of the applicable four-quarter
reference period.


 


In addition, for purposes of calculating the
Fixed Charge Coverage Ratio:


 


(1)           acquisitions that have
been made by the specified Person or any of its Restricted Subsidiaries,
including through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date will be given pro
forma effect as if they had occurred on the first day of the four-quarter
reference period and Consolidated


 


47

















 


Cash Flow for such reference period will be calculated
on a pro forma basis in accordance with Regulation S-X under the Securities
Act, but without giving effect to clause (3) of the proviso set forth in the
definition of Consolidated Net Income;


 


(2)           the Consolidated Cash
Flow attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses disposed of prior to the Calculation Date,
will be excluded; and


 


(3)           the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, will be
excluded, but only to the extent that the obligations giving rise to such Fixed
Charges will not be obligations of the specified Person or any of its
Restricted Subsidiaries following the Calculation Date.


 


‘‘Founder Airlines Services Agreements’’
mean each of the Founder Airline Services Agreements, dated as of the Original
Issue Date, by and between Worldspan and each of Delta Air Lines, Inc. and
Northwest Airlines, Inc.


 


“GAAP” means generally accepted accounting principles
in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession in the United
States, which are in effect on the date of the Original Issue Date.


 


“Government Securities” means direct
obligations of, or obligations guaranteed by, the United States of America, and
the payment for which the United States pledges its full faith and credit.


 


“Guarantee” means a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business or standard contractual indemnities, direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of
any Indebtedness.


 


“Hedging Obligations” means, with respect
to any specified Person, the obligations of such Person under:


 


(1)           interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements
and other agreements or arrangements designed to protect such Person against
fluctuations in interest rates; and


 


(2)           foreign exchange
contracts, currency swap agreements or other similar agreements and other
agreements or arrangements designed to protect such Person against fluctuations
in exchange or currency rates.


 


“Holder Representative” means, with respect to
the Notes, a single designated representative for the Holders of the Notes.


 


48

















 


“Indebtedness” means, with respect to any
specified Person, any indebtedness of such Person, whether or not contingent:


 


(1)           in respect of borrowed
money;


 


(2)           evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof);


 


(3)           in respect of banker’s
acceptances;


 


(4)           representing Capital
Lease Obligations;


 


(5)           representing
Capitalized Software Arrangements;


 


(6)           representing the
balance deferred and unpaid of the purchase price of any property which
purchase price is due more than six months after the date of placing such
property in service or taking delivery and title thereto, except any such
balance that constitutes an accrued expense or trade payable; or


 


(7)           representing any
Hedging Obligations,


 


if and to the extent any of the preceding items
(other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance
with GAAP; provided that the payments of any of the FASA Credits, FASA Cash
Payments, FASA Excess Credit Amounts, the Delta Continuing Payment and the
Northwest Continuing Payment under the Founder Airline Services Agreements
shall not be deemed to be “Indebtedness” for any reason regardless of the
timing of payment.  In addition, the
term “Indebtedness” includes all Indebtedness of others secured by a Lien on
any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person and the amount of such obligation being deemed to be
the lesser of the value of such asset and the amount of the obligation so
secured)) and, to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.


 


The amount of any Indebtedness outstanding as
of any date will be:


 


(1)           the accreted value of
the Indebtedness, in the case of any Indebtedness issued with original issue
discount; and


 


(2)           the principal amount of
the Indebtedness in the case of any other Indebtedness.


 


“Initial Public Offering” means the initial
underwritten sale of common equity interests of the Company or Worldspan to the
public pursuant to an effective registration statement under the Securities Act
of 1933, as amended, with gross proceeds to the Company or Worldspan of
$200,000,000 or more, if immediately thereafter the Company or Worldspan, as
applicable, has publicly held common equity interests listed on a national
securities exchange or the NASD automated quotation system.


 


49

















 


“Investments” means, with respect to any
Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including Guarantees or other
extensions of credit), advances or capital contributions (excluding (A)
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the consolidated balance sheet of such Person and (B)
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities issued by such other
Persons, together with all items that are or would be classified as investments
on a balance sheet prepared in accordance with GAAP.  If the Company, Worldspan or any Restricted Subsidiary of
Worldspan sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary
of the Company, the Company or Worldspan will be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Company’s or Worldspan’s Investments in such Restricted Subsidiary
that were not sold or disposed of in an amount determined as provided in the
final paragraph of Section 5(b).


 


“Lien” means, with respect to any asset,
any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title
retention agreement or any lease in the nature thereof.


 


“Majority Holders” means the holders of more
than 50% of the outstanding principal amount of the Notes; provided, that at
such time when more than 50% of the outstanding principal amount of the
American Note is no longer held by the American Group and more than 50% of the
outstanding principal amount of the Delta Note is no longer held by the Delta
Group, then the “Majority Holders” shall be the Holders of more than 50% of the
outstanding principal amount of the Seller Notes.


 


“Net Income” means, with respect to any
specified Person, the net income (loss) of such Person, determined in accordance
with GAAP and before any reduction in respect of preferred stock or preferred
equity dividends, excluding, however:


 


(1)           any gain (or loss),
together with any related provision for taxes or Tax Distributions on such gain
(or loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (b)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and


 


(2)           any extraordinary gain
(or loss), including any extraordinary tax refund, together with any related
provision for taxes or Tax Distributions on such extraordinary gain (or loss),
less, in the case of any Person that is a partnership or a limited liability
company, the Tax Amount of such Person for such period.


 


“Net Proceeds” means the aggregate cash
proceeds received by the Company, Worldspan or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without


 


50

















 


limitation, any cash received upon the sale
or other disposition of any non-cash consideration received in any Asset Sale),
net of the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result of the Asset
Sale, taxes or Tax Distributions paid or payable as a result of the Asset Sale,
and any repayment of Indebtedness that was secured by the assets sold in such
Asset Sale, in each case, after taking into account any available tax credits
or deductions and any tax sharing arrangements, and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP.


 


“Non-Recourse Debt” means Indebtedness:


 


(1)           as to which neither the Company, Worldspan nor
any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender;


 


(2)           no default with respect to which (including any
rights that the holders of the Indebtedness may have to take enforcement action
against an Unrestricted Subsidiary) would permit upon notice, lapse of time or
both any holder of any other Indebtedness (other than the Seller Notes) of the
Company, Worldspan or any of its Restricted Subsidiaries to declare a default
on such other Indebtedness or cause the payment of the Indebtedness to be
accelerated or payable prior to its stated maturity; and


 


(3)           as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company, Worldspan or any of its Restricted Subsidiaries.


 


‘‘Northwest Continuing Payment’’ has the
meaning assigned to such term in the Founder Airlines Services Agreement
between Worldspan and Northwest Airlines, Inc.


 


‘‘Northwest FASA Credit’’ has
the meaning assigned to such term in the Founder Airline Services Agreement
between Worldspan and Northwest Airlines, Inc.


 


“Obligations” means any principal,
interest, penalties, fees, costs, outstanding indemnifications, reimbursements,
damages and other outstanding liabilities then payable under the documentation
governing any Indebtedness.


 


“OTPP” means Ontario Teachers’ Pension Plan
Board.


 


“paying agent” means an office or agency
selected by the Company where Notes may be presented for payment and, in the
absence of such a selection, the Company itself.


 


“Permitted Business” means the business of
Worldspan and its Subsidiaries engaged in on the Original Issue Date and any
other activities that are similar, ancillary or reasonably related to, or a
reasonable extension of, such business.


 


51

















 


“Permitted Investments” means:


 


(1)           any Investment in
Worldspan or in a Restricted Subsidiary of Worldspan;


 


(2)           any Investment in Cash
Equivalents;


 


(3)           any Investment by
Worldspan or any Restricted Subsidiary of Worldspan in a Person, if as a result
of such Investment:


 


(a)           such Person becomes a Restricted
Subsidiary of Worldspan; or


 


(b)           such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, Worldspan or a Restricted Subsidiary of
Worldspan;


 


(4)           any Investment made as
a result of the receipt of non-cash consideration from an Asset Sale that was
made pursuant to and in compliance with Section 5(f);


 


(5)           any acquisition of
assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company, Worldspan and/or its parent entities;


 


(6)           any Investments
received in compromise of obligations incurred in the ordinary course of
business, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer
and any Investments received in satisfaction of judgments;


 


(7)           Hedging Obligations;


 


(8)           receivables owing to
the Company, Worldspan or any Restricted Subsidiary of Worldspan if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided, however, that such trade
terms may include the concessionaire trade terms as the Company, Worldspan or
the Restricted Subsidiary deems reasonable under the circumstances;


 


(9)           payroll, travel and
similar advances to cover matters that are expected at the time of the advances
ultimately to be treated as expenses for accounting purposes and that are made
in the ordinary course of business;


 


(10)         loans or advances to
employees, directors, officers or consultants of the Company, Worldspan or any
Restricted Subsidiary of Worldspan made in the ordinary course of business in
the aggregate amount not to exceed $8.625 million outstanding at any one time;


 


(11)         Investments in existence
on the Original Issue Date;


 


(12)         Investments in any Person
to the extent such Investments consist of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’ compensation,


 


52

















 


performance and other similar deposits made in the
ordinary course of business by the Company, Worldspan or any Restricted
Subsidiary;


 


(13)         Investments made solely
in exchange for the issuance of Equity Interests;


 


(14)         the acquisition by a
Receivables Subsidiary in connection with a Qualified Receivables Transaction
of Equity Interests of a trust or other Person established by such Receivables
Subsidiary to effect such Qualified Receivables Transaction; and any other
Investment by Worldspan or a Restricted Subsidiary of Worldspan in a
Receivables Subsidiary or any Investment by a Receivables Subsidiary in any
other Person in connection with a Qualified Receivables Transaction; provided,
that such other Investment is in the form of a note or other instrument that
the Receivables Subsidiary or other Person is required to repay as soon as
practicable from available cash collections less amounts required to be
established as reserves pursuant to contractual agreements with entities that
are not Affiliates of Worldspan entered into as part of a Qualified Receivables
Transaction; and


 


(15)         other Investments in any
Person having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to this clause
(15) since the Original Issue Date not to exceed $23.0 million outstanding; provided that
any cash return on capital in any such Permitted Investment (including through
any dividend, distribution, repayment, redemption, payment of interest or other
transfer) made pursuant to this clause (15) will reduce the amount of any such
Permitted Investment for purposes of calculating the amount of Permitted
Investments under this clause (15) and will be excluded from clauses (3)(a),
(d) and (e) of the first paragraph of Section 5(b) hereof.


 


“Permitted Junior Securities” means:


 


(1)           common Equity Interests
in the Company; or


 


(2)           debt securities of the
Company or preferred equity securities of the Company that in each case are
subordinated to all Senior Debt and any debt securities issued in exchange for
Senior Debt to substantially the same extent as, or to a greater extent than,
the Notes are subordinated to Senior Debt hereunder.


 


“Permitted Liens” means:


 


(1)           Liens securing
Indebtedness that was permitted by the terms of the Seller Notes to be incurred
(provided, that any Lien securing any Note shall be required to equally and
ratably secure all Senior Notes);


 


(2)           Liens in favor of the
Company, Worldspan or the Restricted Subsidiaries;


 


(3)           Liens on property of a
Person existing at the time such Person is merged with or into or consolidated
with the Company, Worldspan or any Restricted Subsidiary of Worldspan; provided
that such Liens were not incurred in contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company, Worldspan or the Restricted
Subsidiary;


 


53

















 


(4)           Liens on property or
shares of stock existing at the time of acquisition of the property or stock by
the Company, Worldspan or any Restricted Subsidiary of Worldspan, provided
that such Liens were not incurred in contemplation of such acquisition;


 


(5)           Liens incurred or
deposits made in the ordinary course of business in connection with worker’s
compensation, unemployment insurance and other types of social security, or to
secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the
ordinary course of business;


 


(6)           Liens to secure
Indebtedness (including Capital Lease Obligations and Capitalized Software
Obligations) permitted by clause (4) and Indebtedness represented by Capital
Lease Obligations and Capitalized Software Obligations permitted by clause (2)
of the second paragraph of Section 5(c) hereof covering only the assets
acquired with such Indebtedness;


 


(7)           Liens existing on the
Original Issue Date;


 


(8)           Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other
appropriate provision as is required in conformity with GAAP has been made
therefor;


 


(9)           Liens imposed by law,
including carriers’, warehousemen’s, mechanics and landlords’ Liens, in each
case for sums not due or being contested in good faith by appropriate
proceedings if a reserve or other appropriate provisions as is required in
conformity with GAAP has been made therefor;


 


(10)         encumbrances, easements
or reservations of, or rights of others for, licenses, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties or liens
incidental to the conduct of the business of the Company, Worldspan or a
Restricted Subsidiary or to the ownership of their properties in the ordinary
course of business which do not materially detract from the value of the
property subject thereto or do not materially interfere with the ordinary
conduct of business of the Company, Worldspan and its Restricted Subsidiaries;


 


(11)         attachment or judgment
Liens not giving rise to an Event of Default;


 


(12)         Liens securing reimbursement
obligations with respect to commercial letters of credit which encumber
documents and property relating to such letters of credit and products and
proceeds thereof;


 


(13)         Leases or subleases
granted to others that do not materially interfere with the ordinary course of
business of the Company, Worldspan and its Restricted Subsidiaries;


 


(14)         Liens arising from the
filing of Uniform Commercial Code financing statements regarding leases;


 


54

















 


(15)         Liens securing Permitted
Refinancing Indebtedness or Indebtedness
incurred to refund, refinance or extend Indebtedness secured by Liens under
clauses (1), (3), (4), (6) and (7) hereof, provided that any such Lien
does not extend to or cover any property, shares or debt other than the
property shares or debt securing the Indebtedness so refunded, refinanced or
extended;


 


(16)         Liens on assets of the
Company, Worldspan or a Receivables Subsidiary incurred in connection with a
Qualified Receivables Transaction; and


 


(17)         Liens incurred in the
ordinary course of business of the Company, Worldspan or any Restricted
Subsidiary of Worldspan with respect to obligations that do not exceed $11.5
million at any one time outstanding.


 


“Permitted Refinancing Indebtedness” means
any Indebtedness of the Company, Worldspan or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to
extend, refinance, renew, replace, defease or refund other Indebtedness of the
Company, Worldspan or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:


 


(1)           the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount 
(or accreted value, if applicable) of the Indebtedness extended,
refinanced, renewed, replaced, defeased or refunded (plus all accrued interest
on the Indebtedness and the amount of all expenses and premiums incurred in
connection therewith);


 


(2)           such Permitted
Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded;


 


(3)           if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and


 


(4)           such Indebtedness is
incurred either by the Company, Worldspan, or the Restricted Subsidiary who is
the obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.


 


“Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other
entity.


 


“Principals” means Citigroup Venture Capital
Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., CVC
Management LLC and Ontario Teachers’ Pension Plan Board and their respective
Affiliates.


 


55

















 


“Qualified
Bank” means any commercial bank organized under the laws of the
United States of America or any state thereof having combined capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or
better.


 


‘‘Qualified Receivables Transaction’’ means
any transaction or series of transactions entered into by Worldspan or any of
its Restricted Subsidiaries pursuant to which Worldspan or any of its
Restricted Subsidiaries sells, conveys or otherwise transfers to (i) a
Receivables Subsidiary (in the case of a transfer by Worldspan or any of its
Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer
by a Receivables Subsidiary), or grants a security interest in, any accounts
receivable (whether now existing or arising in the future) of Worldspan or any
of its Restricted Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.


 


‘‘Receivables Subsidiary’’ means a
Subsidiary of Worldspan which engages in no activities other than in connection
with the financing of accounts receivable and which is designated by the Board
of Directors of Worldspan (as provided below) as a Receivables Subsidiary and
(a) no portion of the Indebtedness or any other Obligations (contingent or otherwise)
of which (i) is guaranteed by Worldspan or any Restricted Subsidiary of
Worldspan (excluding guarantees of Obligations (other than the principal of,
and interest on, Indebtedness) pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction), (ii) is recourse to or
obligates Worldspan or any Restricted Subsidiary of Worldspan in any way other
than pursuant to representations, warranties, covenants and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction or (iii) subjects any property or asset of Worldspan or
any Restricted Subsidiary of Worldspan (other than the accounts receivable and
related assets as provided in the definition of ‘‘Qualified Receivables
Transaction’’), directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction, (b) with which neither
Worldspan nor any Restricted Subsidiary of Worldspan has any material contract,
agreement, arrangement or understanding other than on terms no less favorable
to Worldspan or such Restricted Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of Worldspan and other than fees
payable in the ordinary course of business in connection with servicing the
receivables of such Subsidiary and (c) with which neither Worldspan nor any
Restricted Subsidiary of Worldspan has any obligation to maintain or preserve
such Subsidiary’s financial condition or cause such Subsidiary to achieve
certain levels of operating results. Any such designation by the Board of
Directors of Worldspan will be evidenced to the Holders by delivering to the
Holders a certified copy of the resolution of the Board of Directors of
Worldspan giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing conditions.


 


“Registration Rights Agreement” means the
Registration Rights Agreement, dated as of the Original Issue Date, among the
Company, American Airlines and Delta Air Lines.


 


56

















 


“Related Party” means:


 


(1)           any controlling stockholder, officer, 50% (or
more) owned Subsidiary, or immediate family member (in the case of an
individual) of any Principal; or


 


(2)           any trust, corporation, partnership or other
entity, the beneficiaries, stockholders, partners, owners or Persons
beneficially holding an 50% or more controlling interest of which consist of
any one or more Principals and/or such other Persons referred to in the
immediately preceding clause (1).


 


“Representatives” means, (i) with respect to
the Senior Notes, the indenture trustee or other single designated
representative for the holders of the Senior Notes, (ii) with respect to the
Credit Agreement, the Administrative Agent or any similar single representative
for the lenders thereunder, (iii) with respect to any other Senior Debt in an
aggregate amount outstanding in excess of $100.0 million, any other single
trustee, agent or representative appointed by the holders of such Senior Debt
and (iv) with respect to any other Senior Debt, any other Representative set
forth in clauses (i), (ii) or (iii) above as designated by the holders of such
other Senior Debt and agreed to by such Representative.


 


“Restricted Investment” means an Investment
other than a Permitted Investment.


 


“Restricted Subsidiary” of a Person means
any Subsidiary of the referent Person that is not an Unrestricted Subsidiary,
provided that Worldspan shall at all times be deemed a Restricted Subsidiary of
the Company.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“SEC” means the Securities and Exchange
Commission.


 


“Senior Debt” means:


 


(1)           all Indebtedness of the
Company and its subsidiaries outstanding under Credit Facilities;


 


(2)           all Indebtedness of the
Company or any of its subsidiaries represented by the Senior Notes and any
related guarantees;


 


(3)           all Additional
Permitted Notes of the Company or any of its subsidiaries, other than the
Seller Notes; and


 


(4)           all Obligations-in
respect of the items listed in the preceding clauses (1), (2) and (3);


 


Notwithstanding anything to the
contrary in the preceding, Senior Debt will not include:


 


(1)           any
Indebtedness of the Company (other than the Credit Facilities, Senior Notes and
Additional Permitted Notes and guarantees of other Indebtedness permitted to be
incurred hereunder);


 


57

















 


(2)           any
Indebtedness which, by its terms or the terms of any instrument creating or
evidencing it (including the terms of any instrument extending, renewing,
refinancing or deferring the same) is pari  passu with or
expressly subordinate in right of payment to the Notes,


 


(3)           any liability for
federal, state, local or other taxes owed or owing by the Company;


 


(4)           any intercompany
Indebtedness of the Company or any of its Subsidiaries to the Company or any of
its Affiliates;


 


(5)           any trade payables of
the Company; or


 


(6)           the portion of any
Indebtedness of the Company that is incurred in violation of this Note;
provided that any guarantee of the Company issued pursuant to Section 5(k)(1)
hereof will not be excluded from Senior Debt under this clause (6) if (A) the
applicable lenders or their Representatives obtained an officer’s certificate
from Worldspan as of the date of issuance of such guarantee to the effect that
the corresponding Indebtedness of Worldspan or any of its Restrictive
Subsidiaries so guaranteed by the Company was permitted to be incurred under
Section 5(c) of this Note and (B) as of such date, such lenders and their
Representatives had no actual knowledge that such Indebtedness was incurred in
violation of Section 5(c) hereof.


 


“Senior Notes” means the $280 million
aggregate principal amount of 9 5/8% Senior Notes due 2011 issued by
Worldspan and WS Financing Corp. on the Original Issue Date (as amended,
amended and restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time).


 


“Senior Note Guarantees” means the Guarantees
provided by the Senior Note Guarantors pursuant to the Senior Note Indenture.


 


“Senior Note Guarantors” means:


 


(1)           each Domestic
Subsidiary of Worldspan; and


 


(2)           any other Subsidiary
that executes a Senior Note Guarantee in accordance with the provisions of the
Senior Note Indenture; and their respective successors and assigns.


 


“Senior Note Indenture” means the
Indenture, dated the Original Issue Date, among Worldspan, the Senior Note
Guarantors and The Bank of New York, as trustee (as amended, amended and
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time).


 


“Senior Note Registration Rights Agreement”
means the Registration Rights Agreement entered into in connection with the
issuance of the Senior Notes.


 


“Stated Maturity” means, with respect to
any installment of interest or principal on any series of Indebtedness, the
date on which the payment of interest or principal was scheduled to be paid in
the original documentation governing such Indebtedness, and shall not


 


58

















 


include any contingent obligations to repay,
redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


 


‘‘Stockholders Agreement’’ means the
Stockholders Agreement by and among the Company, Worldspan, Citigroup Venture
Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund,
L.P., Ontario Teachers’ Pension Plan Board and other parties named therein or
in joinder agreements thereto, as amended, modified or supplemented from time
to time.


 


“Subsidiary” means, with respect to any
specified Person:


 


(1)           any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees of
the corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(2)           any partnership (a) the
sole general partner or the managing general partner of which is such Person or
a Subsidiary of such Person or (b) the only general partners of which are that
Person or one or more Subsidiaries of that Person (or any combination thereof).


 


“Survival Period” means the first fifteen
month period following the Original Issue Date plus any period during
which an Indemnity Claim that has been asserted by the Company under the
Purchase Agreement prior to the expiration of such fifteen month period is
outstanding.


 


‘‘Tax Amount’’ means, for any period, the
combined federal, state and local income taxes, including estimated taxes, that
would be payable by Worldspan if it were a Delaware corporation filing separate
tax returns with respect to its Taxable Income for such period; provided that
in determining the Tax Amount, the effect thereon of any net operating loss
carryforwards or other carryforwards or tax attributes, such as alternative minimum
tax carryforwards, that would have arisen if Worldspan were a Delaware
corporation shall be taken into account; provided, further that (i) the Tax
Amount for any period shall not exceed the total net amount of the relevant
(estimated or final, as the case may be) tax liability that equityholders or
partners of Worldspan (as the case may be) actually owes to the appropriate
taxing authority at such time, (ii) if there is an adjustment in the amount of
the Taxable


 


Income for any period, an appropriate
positive or negative adjustment shall be made in the Tax Amount, and if the Tax
Amount is negative, then the Tax Amount for succeeding periods shall be reduced
to take into account such negative amount until such negative amount is reduced
to zero and (iii) any Tax Amount other than amounts relating to estimated taxes
shall be computed by a nationally recognized accounting firm. Notwithstanding
anything to the contrary, Tax Amount shall not include taxes resulting from
Worldspan’s reorganization as or change in the status to a corporation for tax
purposes.


 


59

















 


“Tax Distribution” means distributions to
equity holders or partners of Worldspan in an amount not to exceed the Tax
Amount.


 


‘‘Taxable Income’’ means, for any period, the
taxable income or loss of Worldspan for such period for federal income tax
purposes.


 


“Transaction” means the acquisition of all of
the outstanding partnership interests of Worldspan by the Company (or its
Subsidiaries) pursuant to the terms of Purchase Agreement, along with the
execution of the agreements and documents and the consummation of the
transactions contemplated thereby and the consummation of the financing
transactions in connection therewith.


 


“TTPC/[Holder] Indemnity Claim Escrow Agreement”
means the TTPC/[Holder] Indemnity Claim Escrow Agreement, to be entered into by
the Initial Holder, the Company, Worldspan and Escrow Agent if and when the
need arises in the form attached as Annex B hereto.


 


“Unrestricted Subsidiary” means any Subsidiary
of the Company (other than Worldspan) that is designated by the Board of
Directors of the Company as an Unrestricted Subsidiary pursuant to a Board
Resolution, but only to the extent that such Subsidiary:


 


(1)           has no Indebtedness
other than Non-Recourse Debt;


 


(2)           on the date of such
designation is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company;


 


(3)           is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or
to cause such Person to achieve any specified levels of operating results; and


 


(4)           has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries.


 


Any designation of a Subsidiary of the
Company (other than Worldspan) as an Unrestricted Subsidiary will be evidenced
to the Holders by delivering to the Holders a certified copy of the Board
Resolution giving effect to such designation and an officers’ certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 5(b).  If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding requirements
as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the Notes and any Indebtedness of such Subsidiary
will be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 5(c), the Company will be in default of such covenant.  The Board of Directors of the Company may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be


 


60

















 


deemed to be an incurrence of Indebtedness by
a Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if: (1)
such Indebtedness is permitted under Section 5(c), calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.


 


“Voting Stock” of any Person as of any date
means the Capital Stock of such Person that is at the time entitled to vote in
the election of the Board of Directors of such Person.


 


“Warehouse Share Transaction” means the
repurchase or redemption by the Company of up to 2,452,140 shares of its Class
A Common Stock and 460 shares of its Series A Preferred Stock from the CVC
Stockholders and OTPP.


 


“Weighted Average Life to Maturity” means,
when applied to any Indebtedness at any date, the number of years obtained by
dividing:


 


(1)           the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by


 


(2)           the then outstanding
principal amount of such Indebtedness.


 


‘‘Worldspan Bankruptcy FASA Rejection’’
means a Worldspan Bankruptcy Delta FASA Rejection or a Worldspan Bankruptcy
Northwest FASA Rejection, in each case, as defined in the Founder Airline
Services Agreements.


 


(b)           Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Acceleration Notice”

  	
   

  	
  Section 7(b)

  
	
  “Affiliate Transaction”

  	
   

  	
  Section 5(g)

  
	
  “Additional Notes

  	
   

  	
  Preamble

  
	
  “Asset Sale Offer”

  	
   

  	
  Section 3(g)

  
	
  “Company”

  	
   

  	
  Preamble

  
	
  “Covenant Defeasance”

  	
   

  	
  Section 18(c)

  
	
  “Default Interest Rate”

  	
   

  	
  Section 5(a)

  
	
  “Default Trigger”

  	
   

  	
  Preamble

  
	
  “Defeasance Account”

  	
   

  	
  Section 18(d)

  
	
  “Escrow Deposit”

  	
   

  	
  Section 14

  
	
  “Event of Default”

  	
   

  	
  Section 7(a)

  
	
  “Excess Proceeds”

  	
   

  	
  Section 5(f)

  
	
  “Holder”

  	
   

  	
  Preamble

  
	
  “incur”

  	
   

  	
  Section 5(c)

  
	
  “Indemnity Claim Amount”

  	
   

  	
  Section 10(b)

  
	
  “Initial Holder”

  	
   

  	
  Section 3(a)

  



 


61

















 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Initial Indemnity Claim Notice”

  	
   

  	
  Section 14

  
	
  “Insolvency or Liquidation Proceeding”

  	
   

  	
  Section 6(b)

  
	
  “Interest Payment Date”

  	
   

  	
  Preamble

  
	
  “Legal Defeasance”

  	
   

  	
  Section 18(b)

  
	
  “Mandatory Redemption Price”

  	
   

  	
  Section 3(b)

  
	
  “Maturity Date”

  	
   

  	
  Preamble

  
	
  “Notes”

  	
   

  	
  Preamble

  
	
  “Offer Amount”

  	
   

  	
  Section 3(g)

  
	
  “Offer Period”

  	
   

  	
  Section 3(g)

  
	
  “Original Issue Date”

  	
   

  	
  Preamble

  
	
  “Payment Block Period”

  	
   

  	
  Section 18

  
	
  “Payment Blockage Notice”

  	
   

  	
  Section 6(c)

  
	
  “Permitted Debt”

  	
   

  	
  Section 5(c)

  
	
  “Purchase Agreement”

  	
   

  	
  Preamble

  
	
  “Purchase Date”

  	
   

  	
  Section 3(g)

  
	
  “Restricted Payments”

  	
   

  	
  Section 3(c)

  
	
  “Securities Act”

  	
   

  	
  Preamble

  
	
  “Seller Note Indenture”

  	
   

  	
  Section 17

  
	
  “Seller Notes”

  	
   

  	
  Preamble

  
	
  “Sponsor Directors”

  	
   

  	
  Section 19

  
	
  “Worldspan”

  	
   

  	
  Preamble

  



 


62

















 


IN WITNESS
WHEREOF, the Company has caused this Note to be executed by its duly authorized
officer.


 


	
  Dated:  June 30, 2003

  	
   

  
	
   

  	
   

  
	
   

  	
  TRAVEL TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


63

















 


Annex A


Option of Holder to Elect Purchase


 


If you want to elect to have this Note
purchased by the Company pursuant to Section 5(f) of the Note, check the
appropriate box below:


 


ý
Section 5(f)


 


If you want to elect to have only part of the
Note purchased by the Company pursuant to Section 5(f) of the Note, state the
amount you elect to have purchased:


 


	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the
  face of this Note)

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No.:

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
											



 












*              Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Company).


 


64

















 


Annex B


 


TTPC/[Holder] Indemnity Claim Escrow Agreement


 


65

















 


TTPC/[HOLDER]
INDEMNITY CLAIM ESCROW AGREEMENT


 


TTPC/[HOLDER] INDEMNITY CLAIM ESCROW AGREEMENT, dated
as of
                    ,
20     (the “Escrow Agreement”), by and among [Holder], a
corporation organized and existing under the laws of [State] (“[Holder]”), Travel
Transaction Processing Corporation, a corporation organized and existing under
the laws of Delaware (“Buyer”), and [The Bank of New York, a New York banking
corporation], as escrow agent (the “Escrow Agent”).


 


WHEREAS, Delta Air Lines, Inc., NWA Inc., American and
NewCRS Limited, Inc. (each, a Seller and collectively, the “Sellers”), Buyer
and Worldspan, L.P. have entered into the Partnership Interest Purchase
Agreement, dated as of March 3, 2003 (as amended, the “Purchase
Agreement”), pursuant to which, among other things, Buyer has acquired directly
or indirectly all of the outstanding general partnership interests and limited
partnership interests of Worldspan, and Sellers severally have caused the
direct or indirect sale of such partnership interests to Buyer on the terms and
conditions set forth therein;


 


WHEREAS, under a promissory note made by Buyer in
favor of [Holder] in the initial principal amount of
$[           ], dated as
of June 30, 2003 (including Additional Notes (as defined in such promissory
note), the “[Holder] Note”), Buyer may from time to time recoup against its
obligations to make certain payments thereunder by depositing with Escrow Agent
amounts otherwise payable to [Holder] thereunder into an escrow account
established on behalf of [Holder] (the “Escrow Account”) on the terms and
conditions set forth herein; and


 


WHEREAS, the Escrow Agent is willing to establish the
Escrow Account on the terms and subject to the conditions hereinafter set
forth;


 


NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements herein contained and intending to be
legally bound hereby, the parties hereto hereby agree as follows:


 


1.             Establishment of
Escrow Fund.


 


1.1           (a)           Subject to Section
1.1(b), from time to time, pursuant to and in accordance with the terms of the
[Holder] Note, Buyer may recoup against its obligations to make certain cash
payments to [Holder] thereunder by depositing with Escrow Agent into the Escrow
Account all or a portion of the amount of such payments (each, a “[Holder] Note
Deposit”).  Escrow Agent shall notify
[Holder] and Buyer in writing of its receipt of each [Holder] Note Deposit
promptly after receipt thereof.


 


(b)           The
cumulative aggregate amount that can be held in the Escrow Account shall not
exceed an amount (the “[Holder] Cap Amount”) (i) $15,600,000, less
(ii) the amount of the aggregate principal then outstanding under any
portion of the [Holder] Note then held by any one or more members of the
[Holder] Group (as defined in Section 16.3) at the time of determination (the
“Retained [Holder] Note Amount”) and less (iii) the cumulative aggregate
amount distributed to Buyer from the Escrow Account in connection with any
[Holder] Final


 

















 


Determination (as defined
in Section 3.3) of any [Holder] Indemnity Claim (as defined in Section 3.1)
pursuant to Section 4.


 


(c)           Within
five (5) Business Days after the end of each calendar quarter and at the time
of any [Holder] Note Transfer, [Holder] and Buyer shall deliver to Escrow Agent
a statement specifying the Retained [Holder] Note Amount outstanding as of the
last day of such calendar quarter and immediately after any such [Holder] Note
Transfer, respectively.  Escrow Agent
may conclusively rely upon each such statement.


 


1.2           If all or a portion of
the [Holder] Note is transferred to a third party in accordance with the terms
thereof such that the [Holder] Group no longer holds, in the aggregate, a
portion of the [Holder] Note evidencing at least $15,600,000 in principal
amount thereon (any such transfer, an “[Holder] Note Transfer”), and at the
time of the [Holder] Note Transfer, (A) the sum of (i) the cumulative aggregate
amount of funds held in the Escrow Account, (ii) the Retained [Holder] Note
Amount (after giving effect to such [Holder] Note Transfer) and (iii) the
cumulative aggregate amount distributed to Buyer from the Escrow Account in
connection with any [Holder] Final Determination of any [Holder] Indemnity
Claim pursuant to Section 4 is less than (B) the smaller of $[              ] and, if the [Holder] Note
Transfer occurs after September 30, 2004, the aggregate amount of all
[Holder] Indemnity Claims outstanding as of such date, then [Holder] shall
deposit with Escrow Agent into the Escrow Account, at the time of such [Holder]
Note Transfer, such shortfall amount. 
Simultaneously with such deposit, [Holder] and Buyer shall notify Escrow
Agent in writing that a [Holder] Note Transfer has occurred and that such
deposit is being made pursuant to this Section 1.2.


 


1.3           Escrow
Agent agrees to hold, invest and dispose of all funds received pursuant to this
Section 1 and any dividends, distributions, interest and other income
accumulation or capital appreciation received therefrom (hereinafter
collectively referred to as the “Escrow Fund”) in accordance with the terms and
conditions of this Escrow Agreement.


 


1.4           The
Escrow Fund is being held for the benefit of [Holder] and Buyer as their
interests may appear.  [Holder]’s and
Buyer’s respective beneficial interest in the escrow funds will be established
pursuant to a [Holder] Final Determination for all purposes, including the
determination of the portion of such funds constituting property of a [Holder]
or Buyer bankruptcy estate.  Any
recoupments, payments or credits which are deposited into the Escrow Account
shall be deemed to occur on the date of such deposit.


 


2.             Investment of
Escrow Fund; Accounting.


 


2.1           Escrow
Agent shall invest all of the Escrow Fund (A) as designated by [Holder] in
writing to Escrow Agent in (i) short-term negotiable certificates of
deposit (not in excess of sixty (60) days) in a commercial bank having a
combined capital and surplus of at least $1,000,000,000; (ii) short-term
commercial paper rated “prime-1” by Moody’s Investors Service, Inc. and “A-1”
by Standard & Poors Corporation; and/or (iii) short-term obligations of or
guaranteed by the United States government or a money market fund whose
investments are made strictly in obligations with remaining maturities of one
year or less issued or guaranteed by the full faith and credit of the United
States government; and/or (B) in such other investments as may be
specifically approved in a writing duly executed by [Holder] and Buyer.


 


2

















 


2.2           For the
Escrow Fund, Escrow Agent shall maintain a ledger in Escrow Agent’s customary
form setting forth (i) the amount of the Escrow Fund attributable to payments
made into such escrow fund pursuant to Section 1 and (ii) the amount of
the Escrow Fund attributable to dividends, distributions, interest and other
income accumulation or capital appreciation in respect of such escrow fund.


 


3.             Notice of Claims
Against [Holder].


 


3.1           If Buyer
shall assert a claim against [Holder] for any amount owing to Buyer pursuant to
Section 8.2(a) or 8.2(b) of the Purchase Agreement (“[Holder] Indemnity
Claim”), which [Holder] Indemnity Claim can only be made to the extent
permitted under the Purchase Agreement, Buyer shall give written notice of such
[Holder] Indemnity Claim (“[Holder] Indemnity Claim Notice”) to each of
[Holder] and Escrow Agent; provided, however, that no [Holder] Indemnity Claim
may be asserted under this Escrow Agreement after September 30, 2004.  Each [Holder] Indemnity Claim Notice shall
(i) indicate that a [Holder] Indemnity Claim is being asserted, (ii) indicate
the amount of Losses (as defined in the Purchase Agreement) which Buyer has
suffered or is reasonably likely to suffer (“[Holder] Indemnity Claim Amount”)
and (iii) include a statement from Buyer that (x) Buyer has delivered to
[Holder] written notice of such [Holder] Indemnity Claim pursuant to and in
accordance with Section 8.2(f) of the Purchase Agreement and (y) if
applicable, the Seller Mini-Basket Amount, the Seller General Basket Amount,
the Worldspan Mini-Basket Amount or the Worldspan General Basket Amount has
been exceeded in accordance with Section 8.2(a) or 8.2(b), as applicable,
of the Purchase Agreement.


 


3.2           A
[Holder] Indemnity Claim shall be considered outstanding unless (i) it has
been withdrawn by Buyer by written notice to Escrow Agent and [Holder] or
(ii) there has been a [Holder] Final Determination (as defined in Section
3.3) with respect to such [Holder] Indemnity Claim and any [Holder] Indemnity
Claim Amounts to which Buyer and/or [Holder] is entitled pursuant to the
applicable [Holder] Final Determination have been distributed to Buyer and/or
[Holder], as the case may be.


 


3.3           As used
herein, the term “[Holder] Final Determination” shall mean, with respect to any
[Holder] Indemnity Claim, (i) a written compromise or settlement executed
by [Holder] and Buyer and, if required, approved by the court or arbitrator
before which any such matter may be pending, or (ii) a final order, decree
or judgment of an arbitrator or a court or agency of competent jurisdiction in
the United States of America (the time for appeal having expired or no appeal
having been taken) directing as to the disposition of such [Holder] Indemnity
Claim.  Each [Holder] Final
Determination shall include the amount, if any, to be paid by Escrow Agent to
Buyer and/or [Holder] in respect of the applicable [Holder] Indemnity Claim.


 


4.             Delivery of Escrow
Fund By Escrow Agent.


 


4.1           Escrow
Agent shall pay to [Holder] all income or gain earned and received on or with
respect to the Escrow Fund on the last Business Day of each quarter, with the
first quarter commencing on the first day of the first calendar month after the
date hereof.


 


3

















 


4.2           Escrow
Agent shall distribute the Escrow Fund (other than that portion of the Escrow
Fund attributable to income or gain earned and received on or with respect to
the Escrow Fund which shall be paid to [Holder] in accordance with Section 4.1)
as follows:


 


(a)           (i)
For so long as (x) the Retained [Holder] Note Amount equals at least
$15,600,000 or (ii) at any time after September 30, 2004, each time (A) the
amount of the Escrow Fund (excluding any portion thereof attributable to income
or gain earned and received on or with respect to the Escrow Fund which shall be
paid to [Holder] in accordance with Section 4.1) exceeds (B) the
aggregate amount of all outstanding [Holder] Indemnity Claims, [Holder] and
Buyer shall jointly and promptly instruct Escrow Agent in writing to transfer
such excess amount to [Holder].  Upon
receipt of such notice, Escrow Agent shall immediately transfer such excess
amount to [Holder].


 


(b)           In
respect of each [Holder] Indemnity Claim, Escrow Agent shall distribute out of
the Escrow Fund (i) to Buyer the amount shown as owing by [Holder] to Buyer
in the [Holder] Final Determination of such [Holder] Indemnity Claim, and
(ii) to [Holder] the amount by which the applicable [Holder] Indemnity
Claim Amount exceeds the amount paid to Buyer under clause (i) above; provided,
however, that (x) no amounts shall be distributed to [Holder] under
Section 4.2(b)(ii) after a [Holder] Note Transfer unless such distribution
is otherwise permitted pursuant to clause (a), (c) or (d) of this Section 4.2,
and (y) in no event shall Escrow Agent distribute to Buyer in respect of
all [Holder] Indemnity Claims more than the lesser of (A) $15,600,000 or (B)
the aggregate amount required to be paid by Escrow Agent pursuant to [Holder]
Final Determinations of [Holder] Indemnity Claims.


 


(c)           All
amounts held by Escrow Agent in the [Holder] Escrow Account (other than amounts
attributable to income or gain earned and received on or with respect to the
[Holder] Escrow Fund which shall be paid to [Holder] in accordance with Section
4.1) in excess of the [Holder] Cap Amount shall from time to time be
immediately distributed to [Holder].


 


(d)           Escrow
Agent shall promptly distribute the remainder, if any, of the [Holder] Escrow
Fund (excluding any portion thereof attributable to income or gain earned and
received on or with respect to the Escrow Fund which shall be paid to [Holder]
in accordance with Section 4.1) to [Holder] after the later of (i) September
30, 2004 and (ii) such time as there are no outstanding [Holder] Indemnity
Claims as determined under Section 3.2 of this Escrow Agreement.


 


5.             Taxation of Income
Earned on Escrow Fund.


 


The Escrow Fund shall be treated for federal income
tax purposes as a grantor trust, the income of which shall be taxable to
[Holder] as the “grantor” of such grantor trust.  [Holder] shall provide Escrow Agent with a properly completed and
executed IRS Form W-9.  [Holder] shall
hold Buyer harmless from any and all tax liability arising in the event that
Buyer is treated as the tax owner of all or any portion of the income on the
Escrow Fund.


 


4

















 


6.             Wire
Transfer Instructions.


 


6.1           All
deposits or payments to be made by Buyer, Worldspan and/or [Holder] to Escrow
Agent into the Escrow Account under this Escrow Agreement shall made by wire
transfer of immediately available funds to the following account:


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


or to such other account as Escrow Agent may designate in
writing to Buyer and [Holder].


 


6.2           All
payments required to be made by Escrow Agent to [Holder] under this Escrow
Agreement shall made by wire transfer of immediately available funds to the
following account:


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


or to such other account as [Holder] may designate in
writing to Escrow Agent.


 


6.3           All
payments required to be made by Escrow Agent to Buyer under this Escrow
Agreement shall made by wire transfer of immediately available funds to the
following account:


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


or to such other account as Buyer may designate in writing
to Escrow Agent.


 


7.             Duties etc. of
Escrow Agent.


 


7.1           Escrow
Agent undertakes to perform only such duties as are expressly set forth
herein.  Escrow Agent shall not be bound
by any waiver, modification, amendment, termination, cancellation or revision
of this Escrow Agreement, unless any of the foregoing is in writing and signed
by all other parties hereto, and, if Escrow Agent’s duties hereunder are
affected, unless Escrow Agent shall have given its prior written consent
thereto.  Escrow Agent shall not be
bound by any assignment by any party hereto of its rights hereunder unless Escrow
Agent shall have received written notice thereof from the assignor.  Escrow Agent shall perform any acts ordered
by a court of competent jurisdiction. 
The obligations and duties of Escrow Agent are confined to those
contained in this Escrow Agreement.


 


7.2           Escrow
Agent makes no representation as to the validity, value, genuineness or
collectibility of any security or other document or instrument held by or
delivered to Escrow Agent.


 


5

















 


7.3           Escrow
Agent shall be entitled to the fees set forth in Exhibit A hereto for its
services as Escrow Agent hereunder and to reimbursement for any reasonable
out-of-pocket fees and other expenses incurred by Escrow Agent in connection
with (i) the performance of its duties hereunder and (ii) services required on
account of disputes between [Holder], on the one hand, and Buyer and/or
Worldspan, on the other hand.  Buyer
shall bear 50% of such fees and expenses and [Holder] shall bear 50% of such
fees and expenses.  Escrow Agent shall
deliver to Buyer and/or [Holder] upon request a detailed accounting as to all
fees and reimbursable expenses claimed by Escrow Agent.


 


7.4           Buyer and
[Holder] hereby severally agree to indemnify Escrow Agent for, and hold it
harmless against, any and all claims, suits, actions, proceedings,
investigations, judgments, deficiencies, damages, settlements, liabilities and
expenses (including reasonable legal fees and expenses of attorneys chosen by
Escrow Agent) as and when incurred, arising out of or based upon any act,
omission, alleged act or alleged omission by Escrow Agent or any other cause,
in any case in connection with the acceptance of, or performance or
non-performance by Escrow Agent of, any of Escrow Agent’s duties under this
Escrow Agreement, except as a result of Escrow Agent’s willful misconduct,
gross negligence, bad faith or willful breach of this Escrow Agreement.  The parties shall severally allocate the
responsibility for the indemnity obligations contained in this Section 7.4 in
the same manner as the responsibility for fees and expenses are allocated in
Section 7.3.  The foregoing indemnity
shall survive the termination of this Escrow Agreement.


 


Except in cases of Escrow Agent’s willful misconduct,
gross negligence, bad faith or willful breach of this Escrow Agreement, Escrow
Agent shall be fully protected by acting in reliance upon any certificate,
statement, request, notice, advice, direction or other agreement or instrument
or signature believed by Escrow Agent to be genuine, by assuming that any
Person (as defined in Section 16.4) purporting to give Escrow Agent any of the
foregoing in accordance with the provisions hereof, or in connection with
either this Escrow Agreement or Escrow Agent’s duties hereunder, has been duly
authorized to do so, or by acting or failing to act in good faith on the advice
of any counsel retained by Escrow Agent. 
Escrow Agent shall not be liable for any mistake of fact or law or any
error of judgment, or for any act or omission, except as a result of its
willful misconduct, gross negligence, bad faith or willful breach of this
Escrow Agreement.


 


7.5           Escrow
Agent shall incur no liability whatever in connection with its duties hereunder
except for willful misconduct, gross negligence, bad faith or willful breach of
this Escrow Agreement so long as it acts in good faith. In the event that
Escrow Agent shall be uncertain as to its duties or rights hereunder, or shall
receive any certificate, statement, request, notice, advice, direction or other
agreement or instrument or signature from any other party with respect to the
Escrow Fund, which, in Escrow Agent’s opinion, is in conflict with any of the
provisions of this Escrow Agreement, or shall be advised that a dispute has
arisen with respect to the payment, ownership or right of possession of the
Escrow Fund or any part thereof (or as to the delivery, non-delivery or content
of any certificate, statement, request, notice, advice, direction or other
agreement or instrument or signature), Escrow Agent shall be entitled, without
liability to any Person, to refrain from taking any action other than to use
its reasonable efforts to keep safely the Escrow Fund, until Escrow Agent shall
be directed otherwise in accordance herewith, but Escrow Agent shall be under no
duty to institute or defend any proceeding,


 


6

















 


although Escrow Agent may, in its discretion and at
the expense of the parties allocated severally in the same manner as the
allocation of fees and expenses as provided in Section 7.3 hereof,
institute or defend such proceedings.


 


7.6           If, at
any time, there shall exist any dispute between [Holder], on the one hand, and
Buyer and/or Worldspan, on the other hand, with respect to the holding or
disposition of any portion of the Escrow Fund, or any other obligations of
Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine
the proper disposition of any portion of the Escrow Fund, or Escrow Agent’s
proper actions with respect to its obligations hereunder, then Escrow Agent may
petition (by means of an interpleader action or any other appropriate method)
the Supreme Court of the State of New York, County of New York, or the U.S.
District Court for the Southern District of New York, for instructions with
respect to such dispute, and to the extent required by law, pay into such
court, for holding and disposition in accordance with the instructions of the
applicable court, all funds held by it in the Escrow Fund.  All costs incident to such matter are
recoverable by Escrow Agent from Buyer and [Holder] severally allocated in the
same manner as the allocation of fees and expenses as provided in
Section 7.3 hereof.


 


8.             Resignation;
Successor Escrow Agent.


 


8.1           Escrow
Agent may resign and be discharged from its duties or obligations hereunder at
any time by giving no less than thirty (30) Business Days prior written notice
of such resignation to Buyer and [Holder] specifying the date when such
resignation shall take effect; provided, however, that no such resignation
shall be effective unless and until Buyer and [Holder] have selected a
successor Escrow Agent and such successor Escrow Agent shall have assumed all
of the obligations of Escrow Agent hereunder. 
Upon receipt of written notice from Buyer and [Holder] that a successor
Escrow Agent has been selected and assumed the obligations of Escrow Agent
hereunder, Escrow Agent shall promptly deliver the Escrow Fund to such
successor Escrow Agent and render the accounting required by Section 8.3
and shall thereafter have no further obligations hereunder.


 


8.2           Buyer and
[Holder] acting together shall have the right to terminate the appointment of
Escrow Agent hereunder by giving notice in writing of such termination to
Escrow Agent, specifying the date upon which such termination shall take
effect.  In the event of such
termination, Buyer and [Holder] agree that they will jointly appoint a
successor Escrow Agent within thirty (30) Business Days of such notice and
Escrow Agent hereby agrees that it shall promptly deliver the Escrow Fund to
such successor Escrow Agent and render the accounting required by
Section 8.3 and that it shall thereafter have no further obligations
hereunder.  Upon receipt of the Escrow
Fund, the successor Escrow Agent shall thereupon be bound by all of the
provisions hereof.


 


8.3           In the
event of the resignation or removal of Escrow Agent or upon the termination of
the Escrow Agreement pursuant to Section 9 and if requested in writing by
either Buyer or [Holder], Escrow Agent shall render to Buyer and [Holder] and
to the successor Escrow Agent, if any, an accounting in writing of the property
constituting the Escrow Fund and all distributions therefrom.


 


7

















 


9.             Termination of the
Escrow Agreement.


 


This Escrow Agreement, except for Section 7.4 hereof
which shall continue in effect, shall terminate on the date on which the last
distribution required to be made by Escrow Agent pursuant to Section 4 is
made and the balance of the Escrow Fund is zero; provided, however, that this
Escrow Agreement shall not terminate earlier than September 30, 2004.


 


10.           Governing Law.


 


THIS ESCROW AGREEMENT IS INTENDED AS A CONTRACT UNDER
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL LAW OF THE
STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE
EXTENT SUCH PRINCIPLES WOULD PERMIT OR REQUIRE THE APPLICATION OF LAW OF ANY
OTHER JURISDICTION), INCLUDING WITHOUT LIMITATION AS TO ALL MATTERS OF
CONSTRUCTION, VALIDITY, ENFORCEABILITY AND PERFORMANCE.


 


11.           Notices.


 


Notices and other communications provided for herein
shall be in writing (which shall include notice by facsimile transmission) and
shall be delivered or mailed (or if by graphic scanning or other facsimile
communications equipment of the sending party hereto, delivered by such
equipment), addressed as follows:


 




	
  If to [Holder]:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                                                   
  

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
  Fax No:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  and to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hughes Hubbard &
  Reed LLP

  	
   

  
	
   

  	
   

  	
  One Battery Park Plaza

  	
   

  
	
   

  	
   

  	
  New York, New York  10004

  	
   

  
	
   

  	
   

  	
  Attention:  Kenneth A. Lefkowitz, Esq.

  	
   

  
	
   

  	
   

  	
  Fax No:  (212) 422-4726

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                                                   
  

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:  Corporate Secretary

  	
   

  
	
   

  	
   

  	
  Fax No:

  	
   

  	
   

  






 


8

















 




	
  If to Buyer:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Travel
  Transaction Processing Corporation

  	
   

  
	
   

  	
   

  	
  c/oWorldspan, L.P.

  	
   

  
	
   

  	
   

  	
  300 Galleria Parkway,
  N.W.

  	
   

  
	
   

  	
   

  	
  Suite 2100

  	
   

  
	
   

  	
   

  	
  Atlanta, Georgia 30339

  	
   

  
	
   

  	
   

  	
  Attention:  General Counsel

  	
   

  
	
   

  	
   

  	
  Fax No:  (770) 563-7878

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citigroup Venture
  Capital Equity Partners, LP

  
	
   

  	
   

  	
  399 Park Avenue, 14th
  Floor

  	
   

  
	
   

  	
   

  	
  New York, New York
  10022

  	
   

  
	
   

  	
   

  	
  Attention:  Joseph Silvestri

  	
   

  
	
   

  	
   

  	
  Fax No:  (212) 888-2940

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ontario Teachers’
  Pension Plan Board

  	
   

  
	
   

  	
   

  	
  5650 Yonge Street

  	
   

  
	
   

  	
   

  	
  Toronto, Ontario M2M
  4H5

  	
   

  
	
   

  	
   

  	
  Attention:  Shael Dolman

  	
   

  
	
   

  	
   

  	
  Fax No.:  (416) 730-5082

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  and to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dechert LLP

  	
   

  
	
   

  	
   

  	
  4000 Bell Atlantic
  Tower

  	
   

  
	
   

  	
   

  	
  1717 Arch Street

  	
   

  
	
   

  	
   

  	
  Philadelphia,
  Pennsylvania 19103

  	
   

  
	
   

  	
   

  	
  Attention:  Geraldine A. Sinatra

  	
   

  
	
   

  	
   

  	
  Fax No.:  (215) 994-2222

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Debevoise &
  Plimpton

  	
   

  
	
   

  	
   

  	
  919 Third Avenue

  	
   

  
	
   

  	
   

  	
  New York, New York
  10022

  	
   

  
	
   

  	
   

  	
  Attention:  Margaret A. Davenport

  	
   

  
	
   

  	
   

  	
  Fax No.:  (212) 909-6836

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  If to Escrow Agent:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                                                   
  

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: 

  	
   

  	
   

  
	
   

  	
   

  	
  Fax No:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


or to such other
address as the applicable party may from time to time designate in writing in
accordance with this Section 11.  All
notices and other communications given to any party hereto


 


9

















 


in accordance with
the provisions of this Escrow Agreement shall be deemed to have been given when
delivered if delivered by hand, when transmission confirmation is received if
delivered by facsimile, three (3) Business Days after mailing if mailed, and
one Business Day after deposit with an overnight courier service if delivered
by overnight courier.  Notwithstanding
the foregoing, if a notice or other communication is actually received after
5:00 p.m. at the recipient’s designated address, such notice or other
communication shall be deemed to have been given the later of (i) the next
Business Day or (ii) the Business Day on which such notice or other
communication is deemed to have been given pursuant to the immediately
preceding sentence.


 


12.           No Assignment.


 


This Escrow Agreement shall be binding upon and inure
to the benefit of the successors, heirs, beneficiaries, distributees and
permitted assigns of the parties hereto. 
No assignment of any rights or delegation of any obligations provided
for herein may be made by Escrow Agent except in accordance with the provisions
of this Escrow Agreement and neither Buyer or Worldspan, on the one hand, nor
[Holder], on the other hand, may assign its rights or obligations hereunder
without the prior written consent of [Holder] or Buyer, respectively, and any
such attempted assignment or delegation without such consent shall be void.  Notwithstanding the foregoing, Buyer may
assign any of its rights and obligations hereunder in whole or in part to any
Affiliate (as defined in Section 16.1) of Buyer and may collaterally assign its
rights hereunder to any lender or financing source to Buyer, in each case,
without the consent of the other parties hereto; provided, however, that no
such assignment by Buyer shall relieve Buyer from any of its obligations
hereunder.  Any corporation, association
or agency into which the Escrow Agent may be converted or merged, or with which
it may be consolidated, or to which it may sell or transfer its trust business
and assets as a whole or substantially as a whole, or any corporation or
association resulting from any such conversion, sale, merger, consolidation or
transfer to which it is a party, ipso  facto, shall be and become
successor Escrow Agent hereunder and vested with all of the powers,
discretions, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of any instrument or any further
set, deed or conveyance on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.


 


13.           Counterparts.


 


This Escrow Agreement may be executed in two or more
counterparts, each of which will be deemed to be an original copy of this
Escrow Agreement and all of which, when taken together, shall be deemed to
constitute one and the same agreement.


 


14.           Section Headings.


 


The section headings contained in this Escrow
Agreement are inserted for convenience of reference only and shall not affect
the meaning or interpretation hereof.


 


15.           Entire Agreement;
Construction.


 


This Escrow Agreement, the [Holder] Note and the
Purchase Agreement and any ancillary documents thereto constitute the entire
understanding of the parties hereto with respect


 


10

















 


to the subject matter
hereof.  Nothing contained in this
Escrow Agreement shall be deemed to require either Buyer or Worldspan to
exercise its rights under this Escrow Agreement in connection with any claims
it may have under the Purchase Agreement in lieu of any other rights or
remedies under such other agreements.


 


16.           Certain
Defined Terms.


 


16.1         As used in
this Escrow Agreement, “Affiliate” shall mean, as to any specified Person, any
other Person which, directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with, such specified
Person.  For the purposes of this
definition, “control” means the possession of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.


 


16.2         As used in
this Escrow Agreement, “Business Day” shall mean any day except Saturday, Sunday
or any other day on which commercial banks in New York, New York, U.S.A. are
authorized or required by law to remain closed.


 


16.3         As used in
this Escrow Agreement, “[Holder] Group” shall mean [Holder] and its Affiliates.


 


16.4         As used in
this Escrow Agreement, “Person” shall mean any individual, corporation,
partnership, limited liability company, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated organization
or government or any agency or political subdivision thereof.


 


16.5         As used in
this Escrow Agreement, “Worldspan/Delta Escrow Agreement” shall mean the
Worldspan/Delta Indemnity Claim Escrow Agreement among Delta, Buyer, Worldspan
and Escrow Agent, or the form thereof if such agreement has not been entered
into as of the applicable time.


 


16.6         As used in
this Escrow Agreement, “Worldspan/Northwest Escrow Agreement” shall mean the
Worldspan/Northwest Indemnity Claim Escrow Agreement among Northwest Airlines,
Inc., Buyer, Worldspan and Escrow Agent, or the form thereof if such agreement
has not been entered into as of the applicable time.


 


17.           Amendments;
Waivers.


 


17.1         This Escrow Agreement may not be
amended except by an instrument in writing signed by [Holder], Buyer and Escrow
Agent; provided, however, that this Escrow Agreement may not be
amended unless Buyer and Escrow Agent offer to enter into the
same amendment, if applicable,  with (i) Northwest Airlines,
Inc. with
respect to the Worldspan/Northwest  Escrow Agreement
and (ii) Delta Air Lines, Inc. with respect to the Worldspan/Delta Escrow Agreement.


 


17.2         The terms
of this Escrow Agreement may be waived only by a written instrument signed by
the party that would have been able to require compliance therewith; provided,
however, that none of Buyer, Worldspan or Escrow Agent may waive any provision
of


 


11

















 


this Escrow Agreement without also offering to waive,
if applicable, the same provision under each of the Worldspan/Northwest Escrow
Agreement and the Worldspan/Delta Escrow Agreement.  No delay on the part of any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof.  No waiver on the part of any party of any
such right, power or privilege shall preclude any further exercise thereof or
the exercise of any other such right, power or privilege.


 


18.           No
Third Party Beneficiaries.


 


18.1         This Escrow
Agreement shall be for the benefit of the parties hereto and none of the
provisions of this Escrow Agreement shall be for the benefit of or enforceable
by any third party; provided, however, that Northwest Airlines, Inc. and Delta
Air Lines, Inc. shall be third party beneficiaries to the proviso contained in
Section 17.1 and the proviso contained in the first sentence of Section 17.2,
and shall have the right to enforce such provisions directly.


 


IN WITNESS WHEREOF, the parties hereto have caused
this [Holder] Escrow Agreement to be duly executed as of the day and year first
above written.


 


	
   

  	
  [HOLDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRAVEL
  TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


12

















 


	
   

  	
  [ESCROW
  AGENT]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


13

















 


SCHEDULE 5.1(t)


 


CONSENTS TO ASSIGNMENT;

SELLER AGREEMENTS


 


Part I                                            Delta


 


1.                                       Acquisition
Agreement


 


2.                                       Delta FASA


 


3.                                       Acquisition
Escrow Agreements to which it is a party


 


4.                                       Delta Marketing
Support Agreement, dated as of the date hereof, by and between Delta and the
Borrower


 


5.                                       Non-Competition
Agreement, dated as of the date hereof, by and among Delta, the Borrower and
TTPC


 


Part II                                        NWA
and Northwest


 


1.                                       Acquisition
Agreement


 


2.                                       Northwest FASA


 


3.                                       Acquisition
Escrow Agreements to which it is a party


 


4.                                       Northwest
Marketing Support Agreement, dated as of the date hereof, by and between
Northwest and the Borrower


 


5.                                       Non-Competition
Agreement, dated as of the date hereof, by and among Northwest, the Borrower
and TTPC


 


Part III                                    American


 


1.                                       Acquisition
Agreement


 


2.                                       American
Airlines Collateral Services Agreement, dated as of the date hereof, by and
between American and the Borrower


 


3.                                       Acquisition
Escrow Agreements to which it is a party


 


4.                                       Non-Competition
Agreement, dated as of the date hereof, by and among American, the Borrower and
TTPC.


 


S-5.1(t)

















 


SCHEDULE 7.2(d)


 


EXISTING INDEBTEDNESS


 


 


Worldspan, L.P.


Capital Leases and WSSO Obligation


June 30, 2003 (estimate)


 


	
  Lessor

  	
   

  	
  Master

  Lease

  Agreement

  No.

  	
   

  	
  Date of

  Master

  Lease

  	
   

  	
  Schedule

  	
   

  	
  Contract #

  	
   

  	
  Start Date

  	
   

  	
  End Date

  	
   

  	
  Remaining

  Obligation at 06/30/03

  (estimate)

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  CPQ-11

  	
   

  	
  W000383Z

  	
   

  	
  05/01/02

  	
   

  	
  04/30/04

  	
   

  	
  $

  	
  28,349

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta

  	
   

  	
  n/a

  	
   

  	
  09/01/92

  	
   

  	
  Delta Data
  Center

  	
   

  	
  W001607

  	
   

  	
  09/01/92

  	
   

  	
  08/31/22

  	
   

  	
  $

  	
  24,956,106

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BP

  	
   

  	
  W000336FK

  	
   

  	
  11/01/00

  	
   

  	
  10/31/03

  	
   

  	
  $

  	
  588,022

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BP1

  	
   

  	
  W000336FR

  	
   

  	
  10/01/01

  	
   

  	
  10/31/03

  	
   

  	
  $

  	
  95,499

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BT

  	
   

  	
  W000336FS

  	
   

  	
  10/01/01

  	
   

  	
  09/30/05

  	
   

  	
  $

  	
  755,525

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BU

  	
   

  	
  W000336FT

  	
   

  	
  12/01/01

  	
   

  	
  01/31/07

  	
   

  	
  $

  	
  3,342,073

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citicapital Commercial

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BV

  	
   

  	
  W000336FU

  	
   

  	
  12/01/01

  	
   

  	
  01/31/07

  	
   

  	
  $

  	
  3,342,073

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BW

  	
   

  	
  W000336GC

  	
   

  	
  10/01/02

  	
   

  	
  11/30/06

  	
   

  	
  $

  	
  979,363

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BX

  	
   

  	
  W000336GH

  	
   

  	
  02/01/03

  	
   

  	
  01/31/07

  	
   

  	
  $

  	
  5,498,679

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BY

  	
   

  	
  W000336FY

  	
   

  	
  10/01/02

  	
   

  	
  11/30/06

  	
   

  	
  $

  	
  2,924,023

  	
   

  



 


S-7.2(d)


 


1

















 


	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-BZ

  	
   

  	
  W000336FZ

  	
   

  	
  10/01/02

  	
   

  	
  11/30/06

  	
   

  	
  $

  	
  2,924,055

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-CA

  	
   

  	
  W000336GA

  	
   

  	
  10/01/02

  	
   

  	
  11/30/06

  	
   

  	
  $

  	
  2,924,055

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-CB

  	
   

  	
  W000336GB

  	
   

  	
  10/01/02

  	
   

  	
  11/30/06

  	
   

  	
  $

  	
  2,924,055

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-CC

  	
   

  	
  W000336GI

  	
   

  	
  05/01/03

  	
   

  	
  04/30/06

  	
   

  	
  $

  	
  1,166,148

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forsythe McArthur

  	
   

  	
  F21630

  	
   

  	
  06/03/94

  	
   

  	
  FMA-DC

  	
   

  	
  W000336GD

  	
   

  	
  01/01/03

  	
   

  	
  12/31/05

  	
   

  	
  $

  	
  2,781,438

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GATX Capital

  	
   

  	
  3330

  	
   

  	
  01/15/02

  	
   

  	
  GATX-035

  	
   

  	
  W001350BC

  	
   

  	
  03/01/02

  	
   

  	
  02/29/04

  	
   

  	
  $

  	
  19,813

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GATX Capital

  	
   

  	
  3330

  	
   

  	
  01/15/02

  	
   

  	
  GATX-037

  	
   

  	
  W001350BE

  	
   

  	
  07/01/03

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  1,243,959

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-04

  	
   

  	
  W000383R

  	
   

  	
  02/01/03

  	
   

  	
  01/31/06

  	
   

  	
  $

  	
  184,365

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-05

  	
   

  	
  W000383S

  	
   

  	
  12/01/02

  	
   

  	
  11/30/05

  	
   

  	
  $

  	
  203,949

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-06

  	
   

  	
  W000383T

  	
   

  	
  12/01/02

  	
   

  	
  11/30/05

  	
   

  	
  $

  	
  75,536

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-07

  	
   

  	
  W000383V

  	
   

  	
  12/01/02

  	
   

  	
  11/30/05

  	
   

  	
  $

  	
  385,189

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-08

  	
   

  	
  W000383W

  	
   

  	
  02/01/03

  	
   

  	
  01/31/06

  	
   

  	
  $

  	
  408,798

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-09

  	
   

  	
  W000383X

  	
   

  	
  12/01/02

  	
   

  	
  11/30/05

  	
   

  	
  $

  	
  90,633

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-10

  	
   

  	
  W000383Y

  	
   

  	
  02/01/03

  	
   

  	
  01/31/06

  	
   

  	
  $

  	
  208,377

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hewlett Packard Financial

  	
   

  	
  101004

  	
   

  	
  08/31/93

  	
   

  	
  HP-12

  	
   

  	
  W000383AA

  	
   

  	
  03/01/03

  	
   

  	
  02/28/06

  	
   

  	
  $

  	
  132,016

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Solarcom

  	
   

  	
  n/a

  	
   

  	
  12/06/02

  	
   

  	
  A-359517

  	
   

  	
  W004549A

  	
   

  	
  03/01/03

  	
   

  	
  02/28/07

  	
   

  	
  $

  	
  508,991

  	
   

  



 


2

















 


	
  De Lage Landen Financial

  	
   

  	
  n/a

  	
   

  	
  12/06/02

  	
   

  	
  B-363303

  	
   

  	
  W004549B

  	
   

  	
  04/01/03

  	
   

  	
  03/31/07

  	
   

  	
  $

  	
  505,214

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  De Lage Landen Financial

  	
   

  	
  n/a

  	
   

  	
  12/06/02

  	
   

  	
  C-360115

  	
   

  	
  W004549C

  	
   

  	
  05/01/03

  	
   

  	
  04/30/07

  	
   

  	
  $

  	
  2,009,676

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU A

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  1,703,766

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU B

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  09/30/04

  	
   

  	
  $

  	
  768,627

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU B

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  09/30/04

  	
   

  	
  $

  	
  264,360

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU B

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  09/30/04

  	
   

  	
  $

  	
  245,194

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU C

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/04

  	
   

  	
  $

  	
  698,727

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU C

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/04

  	
   

  	
  $

  	
  56,014

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU C

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/04

  	
   

  	
  $

  	
  179,148

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU D

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/04

  	
   

  	
  $

  	
  641,947

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU D

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/04

  	
   

  	
  $

  	
  51,462

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU D

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/04

  	
   

  	
  $

  	
  164,590

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU E

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  01/31/05

  	
   

  	
  $

  	
  892,789

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU E

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  01/31/05

  	
   

  	
  $

  	
  125,033

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU E

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  01/31/05

  	
   

  	
  $

  	
  340,679

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU F

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  03/31/06

  	
   

  	
  $

  	
  2,121,548

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU G

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  1,585,295

  	
   

  



 


3

















 


	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU H

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  03/31/06

  	
   

  	
  $

  	
  1,787,256

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU H

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  03/31/06

  	
   

  	
  $

  	
  346,413

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU O

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  231,508

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU P

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  231,508

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU Q

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  231,508

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU R

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  231,508

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU S

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  237,902

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU T

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  237,902

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU U

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  372,361

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU V

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  436,490

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU X

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  309,272

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU 1

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/05

  	
   

  	
  $

  	
  1,074,930

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU 2

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  308,260

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU CF1

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  496,121

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU DL1

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  230,671

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  DASD

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  09/30/03

  	
   

  	
  $

  	
  33,450

  	
   

  



 


4

















 


	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  DASD

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  09/30/03

  	
   

  	
  $

  	
  11,481

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  TAPE

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  973,050

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU 2

  	
   

  	
  W004400

  	
   

  	
  04/01/03

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  77,235

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU V

  	
   

  	
  W004400

  	
   

  	
  01/01/03

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  198,289

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU Z

  	
   

  	
  W004400

  	
   

  	
  05/01/03

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  92,289

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU ZZ

  	
   

  	
  W004400

  	
   

  	
  06/01/03

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  90,677

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  CPU I

  	
   

  	
  W004400

  	
   

  	
  06/01/03

  	
   

  	
  06/30/07

  	
   

  	
  $

  	
  1,970,269

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM

  	
   

  	
  JJT-0001

  	
   

  	
  03/11/93

  	
   

  	
  WSSO

  	
   

  	
  W004400

  	
   

  	
  07/01/02

  	
   

  	
  12/31/04

  	
   

  	
  $

  	
  15,775,093

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  97,030,601

  	
   

  



 


Note:  The remaining obligation at June 30, 2003 is an estimate.  Once the consolidated financial statements
as of and for the six months ended June 30, 2003 have been prepared, the
remaining obligation at June 30, 2003 per this analysis may vary from the
consolidated financial statement balance. 
For purposes of calculating the amount of Indebtedness permitted to be
incurred under Section 7.2(c), the aggregate amount of Capital Lease
Obligations and obligations under the WSSO Software Agreement shall be
$98,400,000.


 


5

















 


SCHEDULE 7.3(f)


 


EXISTING LIENS


 


 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Citicapital
  Commercial Corporation

  	
   

  	
  Leased
  computer, data processing equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  4/4/2002
  #21039746

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  GATX
  Technology Services Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  6/18/2002
  #21742760

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, telecommunications equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  8/13/2002
  #22036303

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, telecommunications equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  8/13/2002
  #22036675

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/21/2003
  #30316110

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/21/2003
  #30316151

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing, equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  1/21/2003
  #30317191

  	
   

  	
   

  



 


S-7.3(f)


 


1

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  De
  Lage Landen Financial

  	
   

  	
  leased
  equipment

  	
   

  	
  5/3/2003

  	
   

  	
  DE

  	
   

  	
  Secretary
  of State

  	
   

  	
  4/10/2003
  #31051229

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Hewlett-Packard
  Company

  	
   

  	
  leased
  data communication and network control equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/21/1995
  #007-1995-001107

  	
   

  	
  Continuation
  filed 4/5/00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  6/14/1999
  #007-1999-006061

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  11/4/1999
  #007-1999-011315

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  7/26/2000
  #007-2000-008993

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/23/2001
  #007-2001-000257

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/4/2001
  #007-2001-002994

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/12/2001
  #007-2001-003457

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  5/4/2001
  #007-2001-004355

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  5/7/2001
  #007-2001-004448

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  6/26/2001
  #007-2001-006957

  	
   

  	
   

  



 


2

















 


	
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  WORLDSPAN,
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  IBM
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  5/29/2003

  	
   

  	
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  Central
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  8/13/2002
  #007-2002-008319

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  11/18/2002
  #007-2002-011672

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  11/25/2002
  #007-2002-011966

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/2/2003
  #007-2003-000009

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/6/2003
  #007-2003-000138

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/13/2003
  #007-2003-000396

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  1/31/2003
  #007-2003-001083

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  3/6/2003
  #007-2003-002561

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/1/2003
  #007-2003-003640

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/7/2003
  #007-2003-003852

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  computer
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Barrow County)

  	
   

  	
  4/25/2003
  #007-2003-00461

  	
   

  	
   

  



 


3

















 


	
  Debtor

  	
   

  	
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  Search

  Through

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  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/10/1998
  #60199816708

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/12/1998
  #60199823179

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  2/25/1999
  #60199903788

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  5/6/1999
  #60199909014

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  10/25/1999
  #60199920598

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/3/1999
  #60199921280

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/3/1999
  #60199921281

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/12/1999
  #60199921878

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/20/2000
  #60200021675

  	
   

  	
   

  



 


4

















 


	
  Debtor

  	
   

  	
  Secured
  Party

  	
   

  	
  Collateral

  	
   

  	
  Search

  Through

  Date

  	
   

  	
  State

  	
   

  	
  Jurisdiction

  	
   

  	
  Original
  File Date

  and Number

  	
   

  	
  Related

  Filings

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  7/13/2000
  #60200013037

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/7/2000
  #60200014609

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/21/2000
  #60200015530

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  8/21/2000
  #60200015533

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  11/30/2000
  #60200022465

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  IBM
  Credit Corporation

  	
   

  	
  leased
  computer equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Fulton County)

  	
   

  	
  1/29/2001
  #60200101995

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WORLDSPAN,
  L.P.

  	
   

  	
  Forsythe/McArthur
  Associates, Inc.

  	
   

  	
  leased
  computer, data processing equipment

  	
   

  	
  5/29/2003

  	
   

  	
  GA

  	
   

  	
  Central
  Index (Cobb County)

  	
   

  	
  1/10/2000
  #033200000482

  	
   

  	
   

  



 


5