Exhibit 10.11


 


NORTHWEST
NON-COMPETITION AGREEMENT


 


THIS NON-COMPETITION AGREEMENT, dated as of June 30, 2003 (this
“Agreement”), is by and among NORTHWEST AIRLINES, INC., a corporation
organized and existing under the laws of Minnesota (“Northwest”); 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 Air Lines, Inc.,
a corporation organized and existing under the laws of Delaware, (“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 Northwest for
any purpose under this Agreement.


 


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“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.


 


“Airline
Flights” means any of the following: (a) flight segments operated either
(i) under the International Air Transport Association (“IATA”) code designation
of Northwest 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 Northwest or any of its Affiliates participates and
which involves an exchange of passenger or cargo traffic, whether operated by
Northwest or by any other Air Carrier in such alliance, (b) interline
itineraries or (c) codeshare travel involving Northwest 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 Northwest’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.


 


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


 


“Excluded Affiliates” means each of
MLT Inc. d/b/a MLT Vacations and its subsidiaries and successors for so long as
such Person’s provision to Travel Agencies of systems and services for the
computerized display or distribution of Product availability relates to (i)
packaged products and/or services, which packages involve the products and/or
services of at least two or more Travel Vendor categories (e.g., airline and
hotel) or (ii) Airline Flights of Northwest or flights offered by a charter
carrier irrespective of whether such flights are packaged with other products
and/or services of another Travel Vendor category.


 


“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 Northwest
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 Northwest’s air carrier designator code is used, or (iii) any Air
Carrier with which Northwest has or develops a regional or feeder carrier
relationship.


 


“Internal Reservations Services” means
the provision by Northwest 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 


 


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Products of Northwest, 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 Northwest; 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.


 


“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 Northwest, its Code Share Partners or any of their respective
Affiliates.


 


“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 Northwest 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.


 


Northwest agrees that, for a period of three
years, in the case of clauses (i) and (iii), and five years, in the case of
clause (ii), commencing on the date of this Agreement, neither it nor any
Affiliate of it, other than, in the case of clause (i), an Excluded Affiliate,
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


 


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referred to herein as, the “Restricted Activities”); provided,
however, that Northwest 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 Northwest 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 agreements, shall not prevent the enforcement of these
covenants.  Northwest 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 Northwest 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 Delta and American with respect to each of
the Delta 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.


 


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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

  
	
   

  	
   

  	
  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
  Northwest, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Northwest
  Airlines, Inc.

  
	
   

  	
   

  	
  Department
  A1180

  
	
   

  	
   

  	
  2700 Lone
  Oak Parkway

  
	
   

  	
   

  	
  Eagan,
  Minnesota 55121

  
	
   

  	
   

  	
  Attention:  Executive Vice President, General Counsel
  & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (612) 726-7123

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy
  to:

  



 


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  Northwest
  Airlines, Inc.

  
	
   

  	
   

  	
  Department
  A3000

  
	
   

  	
   

  	
  2700 Lone
  Oak Parkway

  
	
   

  	
   

  	
  Eagan,
  Minnesota 55121

  
	
   

  	
   

  	
  Attention:  Executive Vice President of Marketing
  & Distribution

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier
  No.:  (612) 727-4104

  
	
   

  	
   

  	
   

  
	
  (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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 Northwest.


 


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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 Delta
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 Delta
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.


 


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.


 


 


	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard
  H. Anderson

  	
   

  
	
  Its: 

  	
  Chief
  Executive 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

  	
   

  
				



 


 


[Northwest Non-Competition Agreement]