ALL INTEREST WILL CEASE
TO ACCRUE ON THE NOTES AND ALL NOTES WILL BE CANCELLED AND OF NO FURTHER FORCE
OR EFFECT AND NO FURTHER AMOUNTS WILL BE DUE OR PAYABLE BY THE COMPANY WITH
RESPECT TO THE NOTES.
SECTION 2.
CLOSING.
(A)
CLOSING.
THE CLOSING (THE "CLOSING") OF THE TRANSACTIONS
CONTEMPLATED UNDER THIS AGREEMENT IS TAKING PLACE ON THE DATE HEREOF, AT 10:00
A.M., AT THE OFFICES OF DECHERT LLP, 4000 BELL ATLANTIC TOWER, 1717 ARCH STREET,
PHILADELPHIA, PENNSYLVANIA 19103.
(B)
ACKNOWLEDGEMENTS OF RECEIPT.
UPON THE EXECUTION AND DELIVERY BY
EACH PARTY HERETO OF THIS AGREEMENT, THE COMPANY HEREBY ACKNOWLEDGES RECEIPT OF
THE ORIGINAL NOTES REPRESENTING THE NOTES AND THE NOTEHOLDER HEREBY ACKNOWLEDGES
RECEIPT OF THE PURCHASE PRICE DUE TO IT UNDER THIS AGREEMENT.
SECTION 3.
CONDITIONS TO CLOSING.
The respective obligations of the Company and Noteholder to effect the
redemption of the Notes and to consummate the transactions contemplated hereby
shall be subject to the satisfaction or waiver by the Company and Noteholder at
or prior to the Closing of the following conditions:
(A)
THE DUE EXECUTION AND DELIVERY OF THE FASA AMENDMENT BY WORLDSPAN
AND THE NOTEHOLDER.
(B)
THE RECEIPT OF REQUIRED LENDER WAIVERS WITH RESPECT TO THE
REDEMPTION AND THE FASA AMENDMENT UNDER THE CREDIT AGREEMENT, DATED AS OF JUNE
30, 2003, AMONG THE COMPANY, WS HOLDINGS LLC, WORLDSPAN, THE SEVERAL BANKS AND
OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTIES TO SUCH
CREDIT AGREEMENT, LEHMAN BROTHERS INC., AS SOLE AND EXCLUSIVE ADVISOR, LEHMAN
BROTHERS INC. AND DEUTSCHE BANK SECURITIES INC, AS JOINT LEAD ARRANGERS AND
JOINT BOOK-RUNNERS, DEUTSCHE BANK SECURITIES INC., AS SYNDICATION AGENT,
JPMORGAN CHASE BANK, CITICORP NORTH AMERICA, INC. AND DYMAS FUNDING COMPANY,
LLC, AS DOCUMENTATION AGENTS, AND LEHMAN COMMERCIAL PAPER INC., AS
ADMINISTRATIVE AGENT.
2
(C)
THE RECEIPT OF A WAIVER BY CITICORP CAPITAL INVESTORS, LTD. OF ITS
RIGHT TO THE PRO RATA REDEMPTION OF THAT SUBORDINATED NOTE, DATED AS OF JUNE 30,
2003, ORIGINALLY ISSUED BY THE COMPANY TO AMERICAN AIRLINES, INC. AND
SUBSEQUENTLY CONVEYED TO CITICORP CAPITAL INVESTORS, LTD.
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF NOTEHOLDER.
The Noteholder hereby represents and warrants to the Company, as of the date
hereof, as follows:
(A)
OWNERSHIP.
THE NOTEHOLDER HOLDS OF RECORD AND OWNS BENEFICIALLY
THE NOTES AND HAS THE REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT AND THE FASA AMENDMENT, TRANSFER THE NOTES TO THE COMPANY IN
ACCORDANCE WITH THIS AGREEMENT AND TO PERFORM ITS OTHER OBLIGATIONS HEREUNDER
AND THEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY.
(B)
AUTHORIZATION AND ENFORCEABILITY.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY NOTEHOLDER OF THIS AGREEMENT AND THE FASA AMENDMENT HAVE BEEN
DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF
NOTEHOLDER.
BASED, AMONG OTHER THINGS, ON AN INFORMAL MARKET INQUIRY DONE BY
[**], THE NOTEHOLDER HAS DETERMINED THAT THE PURCHASE PRICE IS THE FAIR CURRENT
VALUE FOR THE NOTES IN AN ARMS-LENGTH TRANSACTION.
THIS AGREEMENT AND THE FASA
AMENDMENT HAVE BEEN DULY EXECUTED AND