Exhibit
10.22


 


Execution
Copy


 


ADVISORY AGREEMENT


 


This Advisory Agreement
(this “Agreement”) is made and entered into as of June 30, 2003 by
and between Travel Transaction Processing Corporation, a Delaware corporation
(“TTPC” and together with Worldspan, L.P., a Delaware limited
partnership (“Worldspan”), and all of the direct and indirect
subsidiaries of Worldspan, the “Worldspan Group”), and CVC Management
LLC, a Delaware limited liability company (“Advisor”).


 


WHEREAS, pursuant to the
Partnership Interest Purchase Agreement (the “Purchase Agreement”) dated
as of March 3, 2003 by and among Delta Air Lines, Inc., NWA, Inc.,
American Airlines, Inc., NewCRS Limited, Inc. (collectively, the “Sellers”),
Worldspan and TTPC, as amended, TTPC, or its assignees, will purchase at the
Closing (as defined in the Purchase Agreement) all of the partnership interests
of Worldspan from the Sellers on the terms and subject to the conditions set
forth in the Purchase Agreement;


 


WHEREAS, pursuant to the
Stock Subscription Agreement (the “Subscription Agreement”) dated as of
the date hereof by and among TTPC, Citigroup Venture Capital Equity Partners,
L.P. (“CVC Equity”), CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC
and Court Square Capital Limited and the other investors party thereto (each a
“CVC Stockholder” and collectively, the “CVC Stockholders”), the
CVC Stockholders will purchase at the Closing shares of TTPC’s common stock and
preferred stock on the terms and subject to the conditions set forth in the
Subscription Agreement;


 


WHEREAS, Advisor is an
affiliate of the CVC Stockholders and an indirect wholly-owned subsidiary of
Citigroup Inc.;


 


WHEREAS, TTPC, on behalf
of the Worldspan Group, desires to retain Advisor and Advisor desires to
perform for TTPC and/or the Worldspan Group certain services;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
intending to be legally bound hereby, and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto, effective as of the Closing (the “Effective Time”) and without
any further action required by any party hereto, hereby agree as follows:


 


1.                                       Term.  This Agreement shall be in effect for an
initial term of ten (10) years commencing at the Effective Time (the “Term”);
provided, however, that TTPC may terminate its obligation to pay
Advisory Fees (as such term is defined in Section 3(a)), and
correspondingly, Advisor’s obligations under Section 2, at TTPC’s option,
upon or concurrently with TTPC’s First Public Offering, by providing Advisor
not less than ten (10) days prior written notice (an “Early Termination”).  In the event of an Early Termination, TTPC
shall pay to Advisor an amount equal to the “Termination Fee.”  As used herein, the “Termination Fee”
means the net present value of all Advisory Fees that would have been payable
from TTPC to Advisor from the effective date of the Early Termination through
the end of the Term assuming


 

















 


that an Early Termination had not occurred.  Any calculation of net present value done in connection with the
payment of the Termination Fee shall be calculated by the board of directors of
TTPC in good faith.  As used herein, “First
Public Offering” means the first underwritten public offering of the Common
Stock of TTPC after the date hereof pursuant to an effective registration
statement under the Securities Act of 1933, as amended, other than pursuant to
a registration statement on Form S-4 or Form S-8 or any similar or successor form
or a registration statement registering a public offering of a combination of
debt and equity securities of the Corporation in which not more than ten
percent (10%) of the gross proceeds received from the sale of such securities
is attributed to such equity securities, provided that the net proceeds of such
public offering equal $50,000,000 or more.


 


2.                                       Services.  Advisor shall perform or cause to be
performed such services for TTPC and/or members of the Worldspan Group as
directed by TTPC’s board of directors, which may include, without limitation,
the following:


 


(a)                                  identification,
support and analysis of acquisitions and dispositions by members of the
Worldspan Group;


 


(b)                                 support
and analysis of financing alternatives, including, without limitation, in
connection with acquisitions, capital expenditures and refinancing of existing
indebtedness;


 


(c)                                  finance
functions, including assistance in the preparation of financial projections,
and monitoring of compliance with financing agreements;


 


(d)                                 human
resource functions, including searching and hiring of executives; and


 


(e)                                  other
services for the Worldspan Group upon which TTPC’s board of directors and
Advisor agree.


 


Notwithstanding any
provision in this Agreement to the contrary, each of the parties hereto
acknowledges and agrees that there are no minimum levels of services required
to be provided to the Worldspan Group pursuant to this Agreement.


 


3.                                       Advisory
Fees.


 


(a)                                  Subject
to the terms and conditions herein, payment for services rendered by Advisor and/or
its affiliates pursuant to this Agreement will equal $900,000 per annum.  All fees described in this Section 3(a)
shall be payable to Advisor or its designee by TTPC on a quarterly basis in
advance commencing with the first full fiscal quarter after the Effective Time
(all such fees, the “Advisory Fees”). 
At the time of any merger, consolidation or recapitalization in which
the holders of Common Stock of TTPC receive cash, Advisor shall be paid any and
all accrued but unpaid Advisory Fees.


 


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(b)                                 TTPC
hereby agrees to pay to Advisor or its designee on the Closing Date (as defined
in the Purchase Agreement) upon the consummation of the transactions
contemplated by the Purchase Agreement a fee for services rendered in
connection with the structuring of and assistance with the transactions
contemplated by the Purchase Agreement and certain other management services in
an amount equal to $8,750,000, plus reasonable out-of-pocket expenses.  Such fees shall be payable to Advisor or its
designees by wire transfer to an account designated in writing by Advisor.  In addition, during the Term, TTPC shall pay
to Advisor or its designees a transaction fee in connection with the
consummation of each acquisition, divestiture or financing (including any
refinancing) by TTPC or any member of the Worldspan Group in an amount to be
mutually agreed upon by the parties hereto (all such fees, the “Transaction
Fees” and together with the Advisory Fees, the “Fees”), plus reasonable
out-of-pocket expenses; provided, however, that no such
Transaction Fee shall be payable unless the amount of such Transaction Fee has
been approved by the board of directors of TTPC, including a majority of the
directors who are not CVC Representatives or OTPP Representatives (as such
terms are defined in the Stockholders Agreement (the “Stockholders Agreement”)
dated as of the date hereof by and among TTPC and the stockholders of TTPC
named therein); provided  further that no such Transaction Fees
shall be payable in connection with transactions that are acquisitions,
divestitures or financings (including any refinancings) between or among
members of the Worldspan Group.


 


(c)                                  TTPC
hereby agrees to pay the reasonable out-of-pocket expenses of Advisor and its
affiliates incurred in connection with the performance of the services
contemplated by this Agreement, including,
without limitation, all expenses incurred in connection with the negotiation,
preparation, authorization, execution and delivery of the Purchase Agreement,
the consummation of the transactions contemplated thereby and the debt and
equity financing transactions related thereto.


 


(d)                                 Subject
to the limitations described in Section 3(e) and Section 3(f) below,
the decision whether to collect any Fees contemplated by this Agreement in a
given period shall be in Advisor’s sole discretion.  Advisor’s decision not to collect or to defer any Fees in any
given period shall not be construed to be a waiver of Advisor’s right to
collect deferred Fees in any future period.


 


(e)                                  Notwithstanding
any other provision of this Section 3, TTPC shall not be required to pay
any of the Fees contemplated by Section 3(a), if and to the extent such
payment is expressly prohibited by the provisions of (i) the Indenture dated as
of the date hereof by and among WS Merger LLC, a Delaware limited liability
company and wholly owned subsidiary of TTPC (“WS Merger”), WS Financing
Corp., a Delaware corporation and wholly owned subsidiary of WS Merger, the
domestic subsidiaries of Worldspan and The Bank of New York, as Trustee or (ii)
the Credit Agreement dated as of the date hereof by and among TTPC, WS Holdings
LLC, a Delaware limited liability company and wholly owned subsidiary of TTPC,
Worldspan, the Lenders named therein, Lehman Brothers Inc., as Arranger, Lehman
Commercial Paper Inc., as Administrative Agent, Deutsche Bank Securities Inc.,
as Syndication Agent and as Arranger, JPMorgan Chase Bank, as Documentation
Agent, and Citicorp North America, Inc., as


 


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Documentation Agent, as the same may be amended, modified or
supplemented, from time to time (the “Credit Agreement”), or any other
credit, financing or other agreements or instruments binding upon TTPC or its
properties; provided, however, that if, as a result of the
operation of any such prohibitions, payments otherwise owed hereunder are not
made, such payments shall not be cancelled but rather shall accrue, and shall
be payable by TTPC promptly when, and to the extent that, TTPC is no longer
prohibited from making such payments, together with accrued interest calculated
at the rate of ten percent (10%) per annum, compounded semi-annually, from the
date such payment was due through the date of payment.


 


(f)                                    Notwithstanding
any other provision of this Section 3, in the event that TTPC is unable
for any reason to pay the full amount of any Advisory Fees and Special
Dividends due and payable, TTPC shall be required to use sixty percent (60%) of
all available funds to pay any Advisory Fees due and payable and forty percent
(40%) of all available funds to pay any Special Dividends due and payable.  Any Advisory Fees not paid when due shall
accrue, and shall be payable by TTPC (subject to the following sentence)
promptly when, and to the extent that, TTPC has sufficient funds to make such
payments, together with accrued interest calculated at the rate of ten percent
(10%) per annum, compounded semi-annually, from the date such payment was due
through the date of payment.


 


(g)                                 No
amendment to this Agreement which results or could reasonably be expected to
result in the incurrence of any additional liabilities by TTPC hereunder shall
be effective without the affirmative consent of (i) board of directors of TTPC,
including a majority of the directors who are not CVC Representatives or OTPP
Representatives and (ii) Ontario Teachers’ Pension Plan Board (“OTPP”)
for so long as OTPP and its Permitted Transferees (as such term is defined in
the Stockholders Agreement) own 5% or more of the outstanding shares of Common
Stock of TTPC.  Sections 3(e) and
3(f) will not prohibit nor restrict, in any manner, TTPC’s obligation to
provide indemnification pursuant to Section 6.


 


4.                                       Personnel.  Advisor shall provide and devote to the
performance of this Agreement such partners, employees and agents of Advisor as
Advisor shall deem appropriate to the furnishing of the services required.


 


5.                                       Liability.  Neither Advisor nor any other Indemnitee (as
defined in Section 6 below) shall be liable to TTPC or any of its
subsidiaries or affiliates for any loss, liability, damage or expense arising
out of or in connection with the performance of services contemplated by this
Agreement, unless such loss, liability, damage or expense shall be proven to
result directly from gross negligence, willful misconduct or bad faith on the
part of an Indemnitee acting within the scope of such person’s employment or
authority.  Advisor makes no
representations or warranties, express or implied, in respect of the services to
be provided by Advisor or any of the other Indemnitees.  Except as Advisor may otherwise agree in
writing after the date hereof: 
(i) Advisor shall have the right to, and shall have no duty
(contractual or otherwise) not to, directly or indirectly:  (A) engage in the same or similar
business activities or lines of business as TTPC or any member of the Worldspan
Group, including those competing with TTPC or member of the Worldspan Group and
(B) do business with any client or customer


 


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of TTPC or any member of the Worldspan Group; (ii) neither Advisor
nor any officer, director, employee, partner, affiliate or associated entity
thereof shall be liable to TTPC or any of its subsidiaries or affiliates for
breach of any duty (contractual or otherwise) by reason of any such activities
of or of such person’s participation therein; and (iii) in the event that
Advisor acquires knowledge of a potential transaction or matter that may be a
corporate opportunity for TTPC or member of the Worldspan Group, on the one
hand, and Advisor, on the other hand, or any other person, Advisor shall have
no duty (contractual or otherwise) to communicate or present such corporate
opportunity to TTPC or member of the Worldspan Group and, notwithstanding any
provision of this Agreement to the contrary, shall not be liable to the
Worldspan Group or any of their affiliates for breach of any duty (contractual
or otherwise) by reasons of the fact that Advisor directly or indirectly pursues
or acquires such opportunity for itself, directs such opportunity to another
person, or does not present such opportunity to the Worldspan Group.  In no event will any of the parties hereto
be liable to any other party hereto for any indirect, special, incidental or
consequential damages, including lost profits or savings, whether or not such
damages are foreseeable, or in respect of any liabilities relating to any third
party claims (whether based in contract, tort or otherwise) other than the
Claims (as defined in Section 6 below) relating to the service to be
provided by Advisor hereunder.


 


6.                                       Indemnity.  Each of TTPC and the members of the
Worldspan Group shall defend, indemnify and hold harmless each of Advisor, its
affiliates, members, partners, employees and agents (collectively, the “Indemnitees”)
from and against any and all loss, liability, damage or expenses arising from
any claim by any person with respect to, or in any way related to, the
performance of services contemplated by this Agreement (including attorneys’
fees) (collectively, “Claims”) resulting from any act or omission of any
of the Indemnitees, other than for Claims which shall be proven to be the
direct result of gross negligence, bad faith or willful misconduct by an
Indemnitee.  Each of TTPC and the
members of the Worldspan Group shall defend at its own cost and expense any and
all suits or actions (just or unjust) which may be brought against TTPC, any
member of the Worldspan Group or any of the Indemnitees or in which any of the
Indemnitees may be impleaded with others upon any Claims, or upon any matter,
directly or indirectly, related to or arising out of this Agreement or the
performance hereof by any of the Indemnitees, except that if such damage shall
be proven to be the direct result of gross negligence, bad faith or willful
misconduct by an Indemnitee, then Advisor shall reimburse TTPC and the members
of the Worldspan Group for the costs of defense and other costs incurred by
TTPC and the members of the Worldspan Group to the extent due to such gross
negligence, bad faith or willful misconduct.


 


7.                                       Notices.  All notices hereunder shall be in writing
and shall be delivered personally or mailed by United States mail, postage
prepaid, addressed to the parties as follows:


 


To TTPC or the
Worldspan Group:


 


Travel Transaction
Processing Corporation

c/o Worldspan, L.P.

300 Galleria Parkway, N.W.


 


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Atlanta, GA 30339

Attention:  General Counsel

Facsimile:  770.563.7878


 


with copies to:


 


Ontario Teachers’ Pension
Plan Board

5650 Yonge Street

Toronto, Ontario M2M 4H5

Attention:  Shael J. Dolman

Facsimile:  416.730.5082


 


Debevoise & Plimpton

919 Third Avenue

New York, New York 10022

Attention:  Margaret A. Davenport

Facsimile:  212.909.6836


 


To Advisor:


 


CVC Management LLC

399 Park Avenue, 14th Floor

New York, NY 10043

Attention:  Joseph M. Silvestri

Facsimile:  212.888.2940


 


with a copy to:


 


Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103-2791

Attention:  Geraldine A. Sinatra

Facsimile:  215.994.2222


 


8.                                       Assignment.  Neither TTPC nor any member of the Worldspan
Group may assign any obligations hereunder to any other party without the prior
written consent of Advisor (which consent shall not be unreasonably withheld),
and Advisor may not assign any Advisor obligations hereunder to any other party
without the prior written consent of the board of directors of TTPC, including
at least one member designated by OTPP for so long as OTPP is entitled to
designate any members pursuant to the Stockholders Agreement; provided,
that Advisor may, without consent of TTPC, assign its rights and obligations
under this Agreement to any CVC Stockholder or any Permitted Transferee of any
CVC Stockholder.


 


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9.                                       Successors.  This Agreement and all the obligations and
benefits hereunder shall inure to the successors and assigns of the parties.


 


10.                                 Counterparts.  This Agreement may be executed and delivered
by each party hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original and all of which taken together shall
constitute but one and the same agreement.


 


11.                                 Entire
Agreement; Modification; Governing Law. 
The terms and conditions hereof constitute the entire agreement between
the parties hereto with respect to the subject matter of this Agreement and
supersede all previous communications, representations or warranties of any
kind whatsoever, whether oral or written, except as expressly set forth
herein.  No modifications of this
Agreement nor waiver of the terms or conditions thereof shall be binding upon
either party unless approved in writing by an authorized representative of such
party.  All issues concerning this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the law of any jurisdiction
other than the State of New York.


 


12.                                 Effective
Time.  This Agreement shall be
effective as of the Effective Time without further action required on the part
of any party hereto.  If the Closing
does not occur and the Purchase Agreement is terminated, this Agreement shall
have no force or effect and shall be deemed void ab initio.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties have executed this
Advisory Agreement as of the date first written above.


 


 


	
   

  	
  TRAVEL TRANSACTION
  PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rakesh Gangwal

  
	
   

  	
   

  	
  Name:

  	
  Rakesh Gangwal

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CVC MANAGEMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Silvestri

  
	
   

  	
   

  	
  Name:

  	
  Joseph M. Silvestri

  
	
   

  	
   

  	
  Title:

  	
  Partner

  



 


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