Exhibit
10.76


 


Execution Copy


 


First Amendment


to


Delta Founder
Airline Services Agreement


 


This First Amendment to
the Delta Founder Airline Services Agreement (this “Amendment”), dated as of
March 25, 2004, by and between Worldspan, L.P. (“Worldspan”) and Delta Air
Lines, Inc. (“Delta”) amends the Delta Founder Airline Services Agreement (the
“Agreement”), dated as of June 30, 2003, by and between Worldspan and
Delta.  Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Agreement.


 


WHEREAS, the Agreement
provides that Worldspan will provide certain credits to Delta to be applied
against service fee payments due from Delta to Worldspan under the Agreement;


 


WHEREAS, Worldspan and
Delta desire to amend the Agreement to provide that, upon consummation of an
Initial Public Offering (as defined herein) on or prior to August 31,
2004, the obligations of Worldspan to provide such credits to Delta shall
terminate in exchange for a one-time payment from Worldspan to Delta, subject
to the terms and conditions of this Amendment;


 


NOW, THEREFORE, in
consideration of the agreements, terms and conditions set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:


 


1.                                       Section 4.8
is hereby added to the Agreement to read as follows:


 


“4.8                           Termination
of FASA Credits upon an IPO.  From
and after the consummation of an Initial Public Offering and Delta’s receipt of
the FASA Credit Termination Payment (as defined below), Section 4.4 hereof
shall have no further force and effect and the following provisions of this
Section 4.8 shall apply:


 


(a)                                  Immediately
after consummation of an Initial Public Offering, Worldspan shall pay to Delta
by wire transfer of immediately available funds an amount equal to the FASA
Credit Termination Payment.


 


As used herein, the “FASA
Credit Termination Payment” means:


 


(i)   $75,830,457, in the event of an Initial
Public Offering in May, 2004,


(ii)  $75,168,274, in the event of an Initial
Public Offering in June, 2004,


(iii) $74,499,745,
in the event of an Initial Public Offering in July, 2004, or


(iv) $73,824,810,
in the event of an Initial Public Offering in August, 2004,


 


in each case of
clauses (i), (ii), (iii) or (iv), as reduced by:


 

















 


(A) the amount of any
Delta FASA Credits applicable under Schedule 4.4(a) hereto to any calendar
month following the Initial Public Offering and which have been included
in  invoices by Worldspan under
Article 4 of the Agreement relating to periods prior to the Initial Public
Offering ,


 


(B) the amount of any
Recoupment Amounts which have not, prior to the Initial Public Offering , been
reflected in a Current Invoice,


 


(C) the amount of any
Delta FASA Claim Amounts which have not, prior to the Initial Public Offering ,
been reflected in a Current Invoice and have been deposited by Worldspan into
the Worldspan/Delta FASA Claim Escrow Agreement, and


 


(D) the Required Escrow
Amount (as defined in Section 4.8(c)).


 


(b)                                 Upon
receipt of the FASA Credit Termination Payment, Delta shall no longer earn and
shall no longer be entitled to any Delta FASA Credits earned under the
Agreement and Worldspan shall have no further rights or obligations under Section 4.4
of the Agreement, including with respect to any Delta FASA Credits, FASA Credit
Excess Amounts, FASA Cash Payments or the Delta Continuing Payment.


 


(c)                                  A
portion of the FASA Credit Termination Payment equal to the Required Escrow
Amount (as defined below) will be deposited by Worldspan into the escrow
account (the “Escrow Account”) established pursuant to the Worldspan/Delta
Escrow Agreement (as defined below) and such amount will be subject to the
terms and conditions of the Worldspan/Delta Escrow Agreement.  As used herein, the “Required Escrow Amount”
means the amount of $24,000,000 less (i) any amounts recouped by Worldspan as a
Delta Indemnity Claim Amount under Section 4.4(b)(2) of the Agreement and
deposited by Worldspan into the escrow account established pursuant to the
Worldspan/Delta Indemnity Claim Escrow Agreement (the “Worldspan/Delta
Indemnity Claim Escrow Account”) prior to the Initial Public Offering and (ii)
any amounts set off by Transaction Travel Processing Corporation (“TTPC”)
against its obligations under the Subordinated Note (the “Subordinated Note”),
dated June 30, 2003, from TTPC to Delta as Indemnity Claim Amounts (as
defined in the “Subordinated Note”) and deposited by TTPC into the
Worldspan/Delta Indemnity Claim Escrow Account prior to the Initial Public
Offering .  As used herein, the
“Worldspan/Delta Escrow Agreement” means the Worldspan/Delta Escrow Agreement
substantially in the form contained in Schedule 4.8 hereto.  Worldspan, TTPC and Delta agree to execute
the Worldspan/Delta Escrow Agreement immediately after consummation of the
Initial Public Offering .


 


(d)                                 Upon
the occurrence of a Delta General Termination, Delta Bankruptcy FASA Rejection,
or termination of this Agreement without cause by Delta in breach of Section 7.1(b)
hereof, each prior to June 30, 2012, Delta shall pay to Worldspan on a
monthly basis commencing at the effective time of such termination until and
including June,


 

















 


2012, an amount in cash
equal to the amount listed in Column B as the applicable Delta FASA Credit for
such month on Schedule 4.4(a) hereof. 
Any payments due from Delta pursuant to this Section 4.8(d) shall
be made by wire transfer of immediately available funds from Delta to Worldspan
on the first business day of each calendar month following the month in which
such termination occurs; provided, however, for the calendar month in which
such termination occurs, Delta shall pay to Worldspan a prorated amount of the
Delta FASA Credit specified for such month in Column B on Schedule 4.4(a)
hereto equal to the amount listed on such schedule for such month
multiplied by a fraction, the numerator of which is the number of days
remaining in such month following the date of termination and the denominator
of which is the total number of days in such month.


 


(e)                                  As
used herein, the “Initial Public Offering” means the initial underwritten sale
of common equity interests of TTPC, or any affiliate of TTPC other than
Worldspan (each, and TTPC, a “TTPC Entity”) to the public pursuant to an effective
registration statement under the Securities Act of 1933, as amended, with gross
proceeds to any one or more TTPC Entity of $200,000,000 or more, if immediately
thereafter any TTPC Entity has publicly held common equity interests listed on
a national securities exchange or NASD automated quotation system.”


 


2.                                       Section 7.1
of the Agreement is hereby amended and restated in its entirety to read as
follows:


 


“Section 7.1    Termination Without Cause.


 


(a)                                  In
the event that an Initial Public Offering is not consummated on or before
August 31, 2004, Delta may terminate this Agreement without cause by
giving Worldspan at least one (1) year’s, but not more than two (2) years’,
prior written notice of such termination and the date upon which the termination
will be effective, which termination effective date may be (i) if the
notice thereof is given prior to the occurrence of a Delta Note Transfer, no
earlier than twelve (12) months after the Effective Date, or (ii) if the
notice thereof is given after the occurrence of a Delta Note Transfer, no
earlier than thirty (30) months after the Effective Date; provided, however,
that, if the termination results in Delta having a funding obligation pursuant
to Section 1.2(a) of the Worldspan/Delta Indemnity Claim Escrow Agreement,
then the termination shall not be effective unless and until Delta has
performed that funding obligation in full.


 


(b)                                 In
the event that an Initial Public Offering is consummated on or before
August 31, 2004; Delta may terminate this Agreement without cause by
giving Worldspan at least one (1) year’s, but not more than two (2) years’,
prior written notice of such termination and the date upon which the
termination will be effective.”


 


3.                                       (a)                                  Worldspan
and TTPC each hereby covenants and agrees to comply with Section 9.15  of any Founder Airline Services Agreement
between Worldspan and any other


 

















 


Founder Airline and
Section 17 of any Worldspan/Northwest Indemnity Claim Escrow Agreement, or
similar or substitute agreement (the “Non-Discrimination Provisions”) between
Worldspan and/or TTPC and any other Founder Airline as the Non-Discrimination
Provisions may relate to the transactions contemplated by this Amendment and
shall, jointly and severally, indemnify, defend and hold harmless Delta, its officers,
directors and Affiliates (each, a “Delta Indemnitee”), from, and reimburse any
Delta Indemnitee fo,r any Loss arising out of, resulting from or in connection
with any claim, action or suit (each, a “Claim”) brought by any third party
against any Delta Indemnitee with respect to the transactions contemplated by
this Amendment to the extent resulting from acts or omissions by Worldspan or
TTPC ; provided that the indemnification provided under this Section 3
shall not apply to any Claims or Loss to the extent arising out of, resulting
from or in connection with any acts or omissions of any Delta Indemnitee
(including with respect to any breach or default by any Delta Indemnitee of any
contract, agreement or instrument applicable to such Delta Indemnitee).


 


(b)                                 As
promptly as practicable, and in any event within 30 days, after any Delta
Indemnitee shall receive any notice of, or otherwise become aware of, the
commencement of any Claim or the assertion of any Claim, for which
indemnification is provided for under this Section 3 (an “Indemnification
Event”), such Delta Indemnitee shall give written notice (an “Indemnification
Claim”) to the party from which such indemnification is (or, under such
assumption, could be) sought (an “Indemnifying Party”) describing in reasonable
detail the Indemnification Event and the basis on which indemnification is (or,
under such assumption, could be) sought; but the failure of the Delta
Indemnitee to give the Indemnification Claim within such time period shall not
relieve the Indemnifying Party of any liability hereunder in respect of such
Indemnification Event (or the facts or circumstances giving rise thereto)
except to the extent that such Indemnifying Party is materially prejudiced or
harmed as a consequence of such failure. 
The Indemnifying Party shall (whether or not the Delta Indemnitee is
entitled to claim indemnification under this Section 3) be entitled to,
and the Delta Indemnitee shall provide the Indemnifying Party with the right
to, participate in, and assume sole control over, the defense and settlement of
such Claim (with counsel reasonably satisfactory to the Delta Indemnitee);
provided, however, that (i) the Indemnifying Party or Indemnifying Parties
shall (x) provide written notice to the Delta Indemnitee of its or their
election to assume control of the defense of such Claim and (y) have expressly
agreed in writing that, as between the Indemnifying Party and the Delta
Indemnitee, the Indemnifying Party shall be solely obligated to satisfy and
discharge such Claim, (ii) the Delta Indemnitee shall be entitled to
participate in the defense of such Claim and to employ counsel at its own
expense to assist in the handling of such Claim, provided that if there is an
actual conflict of interest between the Indemnifying Party and the Delta
Indemnitee, which in the reasonable opinion of counsel to the Delta Indemnitee
would prevent one counsel from representing both the Indemnifying Party and the
Delta Indemnitee in any matter, the Indemnifying Party shall be responsible for
all such reasonable counsel expenses of the Delta Indemnitee, and
(iii) the Indemnifying Party


 

















 


shall obtain the prior
written approval of the Delta Indemnitee, which approval shall not be
unreasonably withheld or delayed, before entering into any settlement of such
Claim or ceasing to defend against such Claim if (x) as a result of such
settlement or ceasing to defend, injunctive or other equitable relief would be
imposed against the Delta Indemnitee or (y) in the case of a settlement,
the Delta Indemnitee would not thereby receive from the claimant an
unconditional release from all further liability in respect of such Claim.  After written notice by the Indemnifying
Party or Indemnifying Parties to the Delta Indemnitee of its or their election
to assume control of the defense of any such Claim, subject to the provisions
of the following exceptions, the Indemnifying Party or Indemnifying Parties
shall not be liable hereunder to indemnify any Person for any Legal Expenses
(as defined below) subsequently incurred in connection therewith.  If the Indemnifying Party or Indemnifying
Parties do not assume sole control over the defense or settlement of such Claim
as provided in this Section 3 within a reasonable period of time, or,
after assuming such control, fails to diligently defend against such Claim in
good-faith  (it being agreed that
settlement of such Claim does not constitute such a failure to defend) the
Delta Indemnitee shall have the right (as to itself) to defend and, upon
obtaining the written consent of the Indemnifying Party if such Indemnifying
Party is liable for the Losses with respect to such Claim, settle the claim in
such manner as it may deem appropriate, and the Indemnifying Party shall
promptly reimburse the Delta Indemnitee therefor in accordance with this
Section 3.  Notwithstanding the
foregoing provisions of this Section 3, the Delta Indemnitee shall have
the right at all times to take over and assume the control (as to itself) of
the defense or settlement of any Claim; provided, however, that in such event
and if the Delta Indemnitee has not taken over control of such Claim under the
previous sentence the Indemnifying Party or Indemnifying Parties shall cease to
have any obligation under this Section 3 in respect of such Claim.  The Indemnifying Party shall not be liable
under this Section 3 for any settlement or compromise effected without its
consent.


 


(c)                                  The
Delta Indemnitee and the Indemnifying Party shall each cooperate fully (and
shall each cause its Affiliates to cooperate fully) with the other in the
defense of any Claim pursuant to Section 3.  Without limiting the generality of the foregoing, each such
Person shall furnish the other such Person (at the expense of the Indemnifying
Party) with such documentary or other evidence as is then in its or any of its
Affiliates’ possession as may reasonably be requested by the other Person for
the purpose of defending against any such Claim.  Upon payment of any amount pursuant to any Indemnification Claim,
the Indemnifying Party shall be subrogated, to the extent of such payment, to
all of the Delta Indemnitee’s rights of recovery against any third party with
respect to the matters to which such Indemnification Claim relates.


 


(d)                                 As
used herein, “Legal Expenses” means fees, costs and expenses of any kind
incurred by any Delta Indemnitee and its counsel in investigating, preparing
for, defending against or providing evidence, producing documents or taking
other action with respect to any threatened or asserted claim.


 

















 


4.                                       A
new Schedule 4.8 is hereby added to the Agreement in the form of Annex
A to this Amendment.


 


5.                                       Except
as expressly provided in this Amendment, all of the terms and conditions of the
Agreement remain in full force and effect and are fully binding upon and enforceable
against the parties hereto.


 


6.                                       This
Amendment may not be amended or modified except by a written agreement signed
by Worldspan and Delta.


 


7.                                       This
Amendment shall be governed by, and shall be enforced and construed in
accordance with, the laws of the State of New York (other than its rules
regarding conflicts of laws).


 


8.                                       This
Amendment may be executed in several counterparts, and all counterparts so
executed shall constitute one agreement, binding on the parties hereto,
notwithstanding that such parties are not signatories to the same counterpart.


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the day and
year first written above.


 


	
   

  	
  WORLDSPAN, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael S. Wood

  	
   

  
	
   

  	
  By:

  	
  Michael S. Wood

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DELTA AIR LINES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ James M. Whitehurst

  	
   

  
	
   

  	
  By:

  	
  James M. Whitehurst

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President — Finance,

  Treasury and Business Development

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Solely for purposes of Sections 1 and 3 of this

  Amendment:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRAVEL TRANSACTION

  PROCESSING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael S. Wood

  	
   

  
	
   

  	
  By:

  	
  Michael S. Wood

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  and Chief Financial Officer

  
						



 

















 


Annex
A


 


SCHEDULE 4.8


 


WORLDSPAN/DELTA ESCROW AGREEMENT


 


WORLDSPAN/DELTA ESCROW AGREEMENT, dated as of
                     ,
2004 (the “Escrow Agreement”), by and among Delta Air Lines, Inc., a
corporation organized and existing under the laws of Delaware (“Delta”), Travel
Transaction Processing Corporation, a corporation organized and existing under
the laws of Delaware (“Buyer”), Worldspan, L.P., a limited partnership
organized and existing under the laws of Delaware (“Worldspan”), and [The Bank
of New York, a New York banking corporation], as escrow agent (the “Escrow
Agent”).


 


WHEREAS, Delta, NWA Inc., American Airlines, Inc., and
NewCRS Limited, Inc. (each, a Seller and collectively, the “Sellers”), Buyer
and Worldspan 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;


 


WHERAS, pursuant to the First Amendment to the Delta
Founder Airline Services Agreement, dated as of March 24, 2004, between
Worldspan, TTPC and Delta, Worldspan (the “FASA First Amendment”), TTPC and
Delta have agreed that the funds to be held in an escrow account established on
behalf of Delta (the “Escrow Account”) on the terms and conditions set forth
herein shall secure certain of the indemnification obligations of Delta to the
Buyer pursuant to the Purchase Agreement;


 


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                                 Contemporaneously
with the execution and delivery of this Escrow Agreement, Worldspan is
delivering the amount of
$[         ] (the “Escrow Amount”)
to Escrow Agent pursuant to Sections 4.8(c) of the Delta Services Agreement by
wire transfer of immediately available funds to the bank account previously
specified in writing by Escrow Agent to Buyer, and Escrow Agent hereby
acknowledges receipt of the Escrow Amount.


 


1.2                                 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.


 


1.3                                 The
Escrow Fund is being held for the benefit
of Delta and Buyer as their interests may appear.  Delta’s and Buyer’s respective beneficial interests in the escrow
funds will be established pursuant to a Delta Final Determination for all
purposes, including the determination of the portion of such funds constituting
property of a Delta or Buyer bankruptcy estate.  Any payments 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 Delta 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 Delta and Buyer.


 


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 Delta.


 


3.1                                 If
Buyer shall assert a claim against Delta for any amount owing to Buyer pursuant
to Section 8.2(a) or 8.2(b) of the Purchase Agreement (“Delta Indemnity
Claim”), which Delta Indemnity Claim can only be made to the extent permitted
under the Purchase Agreement, Buyer shall give written notice of such Delta Indemnity
Claim (“Delta Indemnity Claim Notice”) to each of Delta and Escrow Agent;
provided, however, that no Delta Indemnity


 

















 


Claim may be asserted
under this Escrow Agreement after September 30, 2004.  Each Delta Indemnity Claim Notice shall (i)
indicate that a Delta 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 (“Delta Indemnity Claim Amount”) and
(iii) include a statement from Buyer that (x) Buyer has delivered to Delta
written notice of such Delta 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
Delta Indemnity Claim shall be considered outstanding unless (i) it has
been withdrawn by Buyer by written notice to Escrow Agent and Delta or
(ii) there has been a Delta Final Determination (as defined in
Section 3.3) with respect to such Delta Indemnity Claim and any Delta
Indemnity Claim Amounts to which Buyer and/or Delta is entitled pursuant to the
applicable Delta Final Determination have been distributed to Buyer and/or
Delta, as the case may be.


 


3.3                                 As
used herein, the term “Delta Final Determination” shall mean, with respect to
any Delta Indemnity Claim, (i) a written compromise or settlement executed
by Delta 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 Delta Indemnity
Claim.  Each Delta Final Determination
shall include the amount, if any, to be paid by Escrow Agent to Buyer and/or
Delta in respect of the applicable Delta Indemnity Claim.


 


4.                                       Delivery
of Escrow Fund By Escrow Agent.


 


4.1                                 Escrow
Agent shall pay to Delta 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.


 


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 Delta in accordance with
Section 4.1) as follows:


 


(a)                                  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 Delta in
accordance with Section 4.1) exceeds (B) the aggregate amount of
all outstanding Delta Indemnity Claims, Delta and Buyer shall jointly and
promptly instruct Escrow Agent in writing to transfer such excess amount to
Delta.  Upon receipt of such notice,
Escrow Agent shall immediately transfer such excess amount to Delta.


 

















 


(b)                                 In
respect of each Delta Indemnity Claim, Escrow Agent shall distribute out of the
Escrow Fund (i) to Buyer the amount shown as owing by Delta to Buyer in
the Delta Final Determination of such Delta Indemnity Claim, and (ii) to Delta
the amount by which the applicable Delta Indemnity Claim Amount exceeds the
amount paid to Buyer under clause (i) above to the extent permitted by clause
(a), (c) or (d) of this Section 4.2; provided, however, in no event shall
Escrow Agent distribute to Buyer in respect of all Delta Indemnity Claims more
than the lesser of (A) $24,000,000 or (B) the aggregate amount required to be
paid by Escrow Agent pursuant to Delta Final Determinations of Delta Indemnity
Claims.


 


(c)                                  All
amounts held by Escrow Agent in the Escrow Account (other than amounts
attributable to income or gain earned and received on or with respect to the
Escrow Fund which shall be paid to Delta in accordance with Section 4.1)
in excess of the Required Escrow Amount (as defined in the FASA First
Amendment) shall from time to time be immediately distributed to Delta.


 


(d)                                 Escrow
Agent shall promptly distribute the remainder, if any, 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 Delta in
accordance with Section 4.1) to Delta after the later of (i)
September 30, 2004 and (ii) such time as there are no outstanding Delta
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 Delta as the “grantor” of such grantor trust.  Delta shall provide Escrow Agent with a
properly completed and executed IRS Form W-9. 
The Escrow Agent does not have any interest in the Escrow Fund deposited
hereunder but is serving as escrow holder only and having only possession
thereof.  Delta shall pay or reimburse
the Escrow Agent upon request for any transfer taxes or other taxes relating to
the Escrow Fund incurred in connection herewith and shall indemnify and hold
harmless the Escrow Agent for any amounts that it is obligated to pay in the
way of such taxes.  Any payments of
income from this Escrow Account shall be subject to withholding regulations
then in force with respect to United States taxes.  Buyer and Delta will provide the Escrow Agent with appropriate
W-9 forms for tax I.D., number certifications, or W-8 forms for non-resident
alien certifications, if required.  It
is understood that the Escrow Agent shall be responsible for income reporting
only with respect to income earned on investment of funds which are a part of
the Escrow Fund and is not responsible for any other reporting.


 


6.                                       Wire
Transfer Instructions.


 


6.1                                 All
deposits or payments to be made by Buyer, Worldspan and/or Delta to Escrow
Agent into the Escrow Account under this Escrow Agreement shall be 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 Delta.


 


6.2                                 All
payments required to be made by Escrow Agent to Delta under this Escrow
Agreement shall made by wire transfer of immediately available funds to the
following account:


 


	
   

  	
  Citibank New York

  	
   

  
	
   

  	
  ABA 021000089

  	
   

  
	
   

  	
  Account of Delta Air Lines,
  Inc.

  	
   

  
	
   

  	
  Account No. 40002617

  	
   

  



 


or to
such other account as Delta 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:


 


	
   

  	
  Bank of America

  	
   

  
	
   

  	
  ABA # 111000012

  	
   

  
	
   

  	
  Acct. # 3756317675

  	
   

  
	
   

  	
  Ref:  Transaction Processing Corporation

  	
   

  



 


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.


 

















 


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 Delta, on the one hand, and Buyer and/or Worldspan,
on the other hand.  Buyer shall bear 50%
of such fees and expenses and Delta shall bear 50% of such fees and expenses.  Escrow Agent shall deliver to Buyer and/or
Delta upon request a detailed accounting as to all fees and reimbursable
expenses claimed by Escrow Agent.  If
any fees, expenses or costs incurred by, or any obligations owed to, Escrow
Agent hereunder are not promptly paid when due, Escrow Agent may reimburse
itself therefore from the Escrow Fund and may sell, convey or otherwise dispose
of any property in the Escrow Fund for such purpose.  If the Escrow Agent’s actions pursuant to the prior sentence
results in Buyer and Worldspan, on the one hand, or Delta, on the other hand,
bearing a greater percentage of Escrow Agent’s fees and expenses then such
person or persons are required to bear in accordance with this
Section 7.3, the party or parties that have underpaid will reimburse the
party or parties that overpaid so that the intent of the second sentence of
this Section 7.3 is effectuated.


 


7.4                                 Buyer
and Delta hereby severally and jointly 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 and jointly
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.  If
any party or parties bears more than 50% of any indemnity payment, the party
that bears less than 50% of such payment shall reimburse the other party or
parties in the same manner as provided in the last sentence of the first
paragraph of 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 16.9) 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, 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 Delta, 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 Delta 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 Delta specifying the date when such
resignation shall take effect; provided, however, that no such resignation
shall be effective unless and until Buyer and Delta 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 Delta 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 Delta 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 Delta 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 Delta, Escrow Agent shall render to Buyer and Delta and to
the successor Escrow Agent, if any, an accounting in writing of the property
constituting the Escrow Fund and all distributions therefrom.


 


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 Delta:

  	
   

  
	
   

  	
  Delta Air Lines, Inc.

  
	
   

  	
  1030 Delta Blvd.

  
	
   

  	
  Atlanta, GA 30320

  
	
   

  	
  Attention:

  	
  Executive Vice
  President &

  Chief Financial Officer

  
	
   

  	
  Fax No.:  (404) 715-4098

  
	
   

  	
   

  
	
  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

  
	
   

  	
   

  
	
   

  	
  Delta Air Lines, Inc.

  
	
   

  	
  1030 Delta Blvd.

  
	
   

  	
  Atlanta, GA 30320

  
	
   

  	
  Attention:  Senior Vice President & General
  Counsel

  
	
   

  	
  Fax No.:  (404) 715-2233

  
	
   

  	
   

  
	
  If to
  Buyer or Worldspan:

  	
   

  
	
   

  	
  Worldspan, 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 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
Delta, on the other hand, may assign its rights or obligations hereunder
without the prior written consent of Delta 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 and the Purchase Agreement and
any ancillary documents thereto constitute the entire understanding of the
parties hereto with respect 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, “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.


 


16.4                           As used
in this Escrow Agreement, “TTPC/American Escrow Agreement” shall mean the
TTPC/American Indemnity Claim Escrow Agreement among American Airlines, Inc.,
Buyer and Escrow Agent.


 


16.5                           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 Delta, 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) American Airlines, Inc. with
respect to the TTPC/American 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 this Escrow Agreement without also offering to waive, if
applicable, the same provision under each of the Worldspan/Northwest Escrow
Agreement and the TTPC/American 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
American Airlines, 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 Escrow Agreement to be duly executed as of the day and year first above
written.


 


	
   

  	
  DELTA AIR LINES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRAVEL TRANSACTION PROCESSING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [THE BANK OF NEW YORK]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: