Exhibit 10.10


 


DELTA
NON-COMPETITION AGREEMENT


 


THIS NON-COMPETITION AGREEMENT, dated as of
June 30, 2003 (this “Agreement”), is by and among DELTA AIR LINES, INC., a corporation organized and existing
under the laws of Delaware (“Delta”); WORLDSPAN,
L.P., a limited partnership organized and existing under the laws of
Delaware (“Worldspan”); and Travel Transaction Processing Corporation, a
corporation organized and existing under the laws of Delaware (“Buyer”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS,
NWA, Inc., a corporation organized and existing under the laws of Delaware
(“NWA”), Delta,  American Airlines, Inc., a corporation
organized and existing under the laws of Delaware (“American”), NewCRS Limited,
Inc., a corporation organized and existing under the laws of Delaware
(“NEWCRS”), Worldspan and Buyer have entered into a Partnership Interest
Purchase Agreement, dated as of March 3, 2003 (the “Purchase Agreement”),
pursuant to which Delta, NWA and American have severally agreed to sell, or
cause their Affiliates to sell, all of the partnership interests in Worldspan
to Buyer;


 


WHEREAS,
as a condition to the obligations of Buyer to consummate the transactions
contemplated by the Purchase Agreement, the parties desire to enter into
certain agreements on the terms and conditions hereinafter set forth; and


 


NOW,
THEREFORE, in consideration of the premises and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do agree as follows:


 


SECTION
1.  Definitions.


 


As used in this Agreement, the following
terms shall have the meanings specified below:


 


“Affiliate” of a specified Person
means another Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the specified Person.  For purposes of
this Agreement, the term “control” (including, with its correlative meanings,
“controlled by” and “under common control with”) shall mean possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise).  Notwithstanding anything to the contrary contained herein, it is
understood and agreed that none of Orbitz, LLC, Orbitz, Inc., Hotwire Inc., and
their respective subsidiaries and successors shall be deemed to be an Affiliate
of Delta for any purpose under
this Agreement.


 


“Air Carrier” means (i) each “air
carrier” as that term is defined in Section 40102(a)(2) of the United States
Federal Aviation Act of 1958, as amended, and (ii) each “foreign air carrier”
as that term is defined in Section 40102(a)(21) of the United States Federal
Aviation Act of 1958, as amended.


 


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“Airline Flights” means any of the
following: (a) flight segments operated either (i) under the International Air
Transport Association (“IATA”) code designation of Delta or one of its airline Affiliates, or (ii) under an airline
marketing alliance operated under a distinct alliance name or brand (e.g.,
Global Alliance) in which Delta or
any of its Affiliates participates and which involves an exchange of passenger
or cargo traffic, whether operated by Delta or by any other Air Carrier in such
alliance, (b) interline itineraries or (c) codeshare travel involving Delta or
any of its Affiliates, as marketing Air Carrier or operating Air Carrier.


 


“American Non-Competition Agreement”
means the Non-Competition Agreement, dated as of the date hereof, among American,
Worldspan and Buyer.


 


“Code Share Partner” means any Air
Carrier, some or all of whose flights use Delta’s air carrier designator code.


 


“Core Business” means the provision to
Travel Agencies of systems and services for the computerized display or distribution
of Product availability; provided, however, that Core Business
shall not be deemed to include Internal Reservations Services.


 


“Hosting Business” means the provision
to an Air Carrier of systems and services to maintain a comprehensive electronic
database of such Air Carrier’s Airline Flights inventory and other inventory of
travel products and services to enable the operation of Internal Reservations
Services; provided, however, that neither Delta nor any of its
Affiliates shall be deemed to be engaged in the Hosting Business as a result of
systems and services that it provides to (i) any of its Affiliates, (ii) any of
its Code Share Partners if and to the extent that such systems and services are
used to support only the portion of the operations of the Code Share Partner
that is associated with the Code Share Partner’s flights on which Delta’s air
carrier designator code is used, or (iii) any Air Carrier with which Delta has
or develops a regional or feeder carrier relationship.


 


“Internal Reservations Services” means
the provision by Delta or any of its Affiliates to any Person of systems and
services for the computerized display or distribution of Product availability
(i) which are branded under any name or mark publicly associated with the Products
of Delta, any of its Code Share Partners or any of their respective Affiliates,
or (ii) the display of which is biased in favor of the Airline Flights of
Delta; provided, however, that, in either case, the
travel-related products and services of Travel Vendors, other than Airline
Flights, are displayed and distributed by such systems and services only to the
extent incidental to the Principal Activity.


 


“Northwest Non-Competition Agreement”
means the Non-Competition Agreement, dated as of the date hereof, among
Northwest Airlines, Inc. (“Northwest”), Worldspan and Buyer.


 


“Person” means any individual,
corporation, partnership, firm, joint venture, association, joint-stock
company, trust, estate, unincorporated organization, governmental or regulatory
body or other entity.


 


“Principal Activity” means the
collection, storage, processing, display and/or distribution of Airline Flights
information and inventory and other travel-related products or services with
respect to Delta, its Code Share Partners or any of their respective
Affiliates.


 


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“Product” means fares and inventory of
Travel Vendors, excluding cargo.


 


“Restricted Activities” has the
meaning set forth in Section 2.


 


“Travel Agency” means any Person  (i) who has been assigned an account
number by the Airline Reporting Corporation (“ARC”) or IATA, or both (or any
other accrediting agency that performs substantially all of the functions of
ARC or IATA, or both, and is recognized by a majority of major United States
Air Carriers) for the purpose of authorizing such Person to operate as a travel
agency, and (ii) who on a comprehensive basis, books, sells and fulfills
the products and services of Travel Vendors. 
A Person shall be deemed to book, sell, and fulfill the products and
services of Travel Vendors on a comprehensive basis if the Person books, sells,
and fulfills the products and services of other Travel Vendors in addition to
those of Delta using information provided by a global distribution system
operated by Worldspan, Sabre, Inc., Galileo International, LLC, Amadeus Global
Travel Distribution, S.A., AXESS, Infini, ABACUS Distribution Systems Pte.
Ltd., Travelsky and their respective successors and affiliates.


 


“Travel Vendor” means a vendor of
travel-related products and services, such as an airline, hotel, rental car
company, tour package operator, cruise operator, or travel insurance company.


 


SECTION
2.  Non-Competition.


 


Delta agrees that, for a period of three
years, commencing on the date of this Agreement, neither it nor any Affiliate
of it shall, directly or indirectly, (i) engage in the Core Business anywhere
in the world, (ii) engage in the Hosting Business anywhere in the world or
(iii) own two percent (2%) or more of the equity or voting securities issued by
any Person whose principal business, at the time of the purchase of such
securities, is the ownership and operation of a System, as defined by the
United States Department of Transportation’s Computer Reservations Systems regulations
contained in 14 CFR Part 255 (as in effect on the date of the Purchase
Agreement except that, for purposes of this Section 2, System shall not be
limited to a computer reservations system offered by an Air Carrier for use in
the United States but shall instead mean a computer reservations system offered
by any Person for use anywhere in the world) (clauses (i), (ii) and (iii)
collectively referred to herein as, the “Restricted Activities”); provided,
however, that Delta and its Affiliates shall not be prohibited from
purchasing securities of, or acquiring or merging with or into, any Person,
or acquiring assets of any business, that directly or indirectly
engages in or has an ownership interest that constitutes a Restricted Activity
so long as Delta or such Affiliate, as the case may be, shall dispose of the
portion of the acquired business that engages in the Restricted Activity within
one year following the date of the applicable acquisition.


 


SECTION
3.  Disputes.


 


The restrictive covenants contained in this
Agreement are each covenants independent of any other provision of this
Agreement, and the existence of any claim which any party hereto may allege
against any other party to this Agreement, the Purchase Agreement or any other
agreement entered into among any of the parties pursuant to the transactions
contemplated by the Purchase Agreement, whether based on this Agreement, the
Purchase Agreement or such other


 


3

















 


agreements, shall not prevent the enforcement of these covenants.  Delta acknowledges that Buyer is purchasing
the goodwill of Worldspan and the covenants contained in Section 2 of this
Agreement are essential to the protection of Buyer’s investment in Worldspan
and that Buyer would not purchase Worldspan but for such covenants.  The parties agree that a breach by Delta of
this Agreement shall cause irreparable harm to Worldspan and Buyer and that
Worldspan’s and Buyer’s remedies at law for any breach or threat of breach of
the provisions of this Agreement shall be inadequate, and that Worldspan and
Buyer shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement, to enforce specifically the terms and provisions hereof and to
seek such relief in a court of competent jurisdiction, in addition to any other
remedy to which such non-breaching party may be entitled at law or in equity.


 


SECTION 4. 
Blue-Penciling.


 


If any court or arbitrator, as the case may
be, determines that any restrictive covenant herein, or any part thereof, is
unenforceable because of the duration or geographic scope of such provisions or
other reason, it is the intention of the parties that such court shall have the
power to modify any such provisions to the extent necessary to render the provisions
enforceable, and such provisions as so modified shall be enforced.


 


SECTION 5. 
Amendments.


 


This Agreement may not be amended except by
an instrument in writing signed by the parties hereto; provided, however,
that this Agreement may not be amended unless Worldspan and Buyer offer to
enter into the same amendment with Northwest and American with respect to each
of the Northwest Non-Competition Agreement and the American Non-Competition
Agreement, respectively.


 


SECTION 6. 
Governing Law.


 


This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York
without reference to the conflicts of law or choice of law principles thereof.


 


SECTION
7.  Notices.


 


All notices, requests, demands, and other communications
under this Agreement 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 Worldspan,
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Worldspan,
  L.P.

  
	
   

  	
   

  	
  300 Galleria
  Parkway, N.W.

  
	
   

  	
   

  	
  Suite 2122

  
	
   

  	
   

  	
  Atlanta,
  Georgia 30339

  



 


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  Attention:  President & Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (770) 563-7878

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Worldspan,
  L.P.

  
	
   

  	
   

  	
  300 Galleria
  Parkway, N.W.

  
	
   

  	
   

  	
  Suite 2105

  
	
   

  	
   

  	
  Atlanta,
  Georgia 30339

  
	
   

  	
   

  	
  Attention:
  Senior Vice President - Human Resources, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (770) 563-7878

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  If to Delta,
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Delta Air
  Lines, Inc.

  
	
   

  	
   

  	
  1030 Delta
  Blvd., Dept. 738

  
	
   

  	
   

  	
  Atlanta, GA
  30320

  
	
   

  	
   

  	
  Attention:  Executive Vice-President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (404) 715-4098

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Delta Air
  Lines, Inc.

  
	
   

  	
   

  	
  1030 Delta
  Blvd., Dept. 981

  
	
   

  	
   

  	
  Atlanta, GA
  30320

  
	
   

  	
   

  	
  Attention:  Senior V.P. and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (404) 715-2233

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  If to Buyer,
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Travel
  Transaction Processing Corporation

  
	
   

  	
   

  	
  c/o
  Citigroup Venture Capital Equity Partners, LP

  
	
   

  	
   

  	
  399 Park
  Avenue, 14th Floor

  
	
   

  	
   

  	
  New York,
  New York 10022

  
	
   

  	
   

  	
  Attention:  Joseph
  Silvestri

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (212) 888-2940

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Travel
  Transaction Processing Corporation

  
	
   

  	
   

  	
  c/o Ontario
  Teachers’ Pension Plan Board

  
	
   

  	
   

  	
  5650 Yonge
  Street

  
	
   

  	
   

  	
  Toronto,
  Ontario M2M 4H5

  
	
   

  	
   

  	
  Attention:  Shael Dolman

  



 


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  Telecopier
  No.:  (416) 730-5082

  



 


SECTION 8. 
Rules of Construction.


 


The captions and other headings contained in
this Agreement are for reference purposes only and shall not be considered a
part of, or affect the construction and interpretation of, any provision of
this Agreement.  All terms not otherwise
defined herein shall have the meaning commonly ascribed thereto in the travel
industry.


 


SECTION 9. 
Successors and Assigns.


 


This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by or against the parties hereto and
their respective successors and assigns; provided, however, that
no party hereto may assign this Agreement without the prior written consent of
the other parties hereto to any Person other than a Person that
(i) acquires all or substantially all of the assets of the assigning
party, and (ii) either agrees, or by operation of law is required, to comply
with and be bound by the provisions of this Agreement to the same extent as the
assigning party.  Notwithstanding the
foregoing, Worldspan may assign any of its rights and obligations hereunder in
whole or in part to any Affiliate of Worldspan and may collaterally assign its
rights hereunder to any lender or financing source to Worldspan or Buyer, in
each case, without the consent of Delta.


 


SECTION
10.  No Third-Party Beneficiaries.


 


This Agreement shall be for the benefit of
the parties hereto and none of the provisions of this Agreement shall be for
the benefit of or enforceable by any third party; provided, however, that
Northwest and American shall be third party beneficiaries to the proviso
contained in Section 5 and the proviso contained in the first sentence of Section
11, and shall have the right to enforce such provisions directly.


 


SECTION
11.  Waivers.


 


The terms of this 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 neither
Worldspan nor Buyer may waive any provision of this Agreement without also
offering to waive, if applicable, the same provision under each of the
Northwest Non-Competition Agreement and the American Non-Competition 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.


 


SECTION
12.  Entire Agreement.


 


This Agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes any prior agreements and understandings, both
written and oral, between the parties hereto or their Affiliates or any of them
with respect to the subject matter hereof, including, without limitation, the
Non-Competition Agreement, dated July 25, 2001, among Delta, Northwest,
American and Worldspan.


 


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SECTION 13. 
Counterparts.


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
be considered one and the same instrument.


 


[Signature page follows]


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of this 30th day
of June, 2003.


 


 


	
  DELTA AIR
  LINES, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ M.
  Michele Burns

  	
   

  
	
  Its: 

  	
  Executive
  Vice President and Chief Financial Officer

  	
   

  
	
   

  
	
   

  
	
  WORLDSPAN,
  L.P.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Paul J.
  Blackney

  	
   

  
	
  Its: 

  	
  President
  and Chief Executive Officer

  	
   

  
	
   

  
	
   

  
	
  TRAVEL
  TRANSACTION PROCESSING CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Rakesh
  Gangwal

  	
   

  
	
  Its: 

  	
  President

  	
   

  
				



 


 


[Delta Non-Competition
Agreement]