THE PARTY AT SUCH PARTY'S ADDRESS SET FORTH
BELOW (OR AT SUCH OTHER ADDRESS AS SHALL BE GIVEN BY WRITTEN NOTICE):
If to the Company or Worldspan:
300 Galleria Parkway, N.W.
Suite 2100
Atlanta, Georgia 30339
Attention:
General Counsel
Telecopier No.:
770-563-7878
with a copy to:
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention:
Geraldine A. Sinatra
Telecopier No.:
215-994-2222
5
If to Delta:
1030 Delta Boulevard
Atlanta, Georgia 30320
Attention:
Senior Vice President - General Counsel
Telecopier No.: [**]
with a copy to:
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, NY 10004
Attention:
Kenneth A. Lefkowitz
Telecopier No.:
212-299-6557
(D)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT, AND ALL RIGHTS AND POWERS
GRANTED HEREBY, WILL BIND AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(E)
GOVERNING LAW.
THE VALIDITY, PERFORMANCE, CONSTRUCTION AND EFFECT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS.
(F)
HEADINGS.
THE HEADINGS PRECEDING THE TEXT OF THE SECTIONS AND
SUBSECTIONS HEREOF ARE INSERTED SOLELY FOR CONVENIENCE OF REFERENCE, AND SHALL
NOT CONSTITUTE A PART OF THIS AGREEMENT, NOR SHALL THEY AFFECT ITS MEANING,
CONSTRUCTION OR EFFECT.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT WHICH TOGETHER
SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(H)
AMENDMENT AND WAIVER.
NO MODIFICATION, AMENDMENT OR WAIVER OF ANY
PROVISION OF THIS AGREEMENT WILL BE EFFECTIVE AGAINST ANY PARTY HERETO UNLESS
SUCH MODIFICATION, AMENDMENT OR WAIVER IS IN WRITING AND SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF THE SAME IS SOUGHT.
(I)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE FASA AMENDMENT SETS
FORTH ALL OF THE PROMISES, COVENANTS, AGREEMENTS, CONDITIONS AND UNDERTAKINGS
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS,
INDUCEMENTS OR CONDITIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO
THE SUBJECT MATTER HEREOF.
(J)
AGREEMENT WITH NORTHWEST.
FOLLOWING THE DATE OF THIS AGREEMENT,
WORLDSPAN WILL OFFER TO ENTER INTO AN AMENDMENT TO THE NORTHWEST FOUNDER AIRLINE
SERVICES AGREEMENT (THE "NORTHWEST FASA"), DATED AS OF JUNE 30, 2003, BETWEEN
NORTHWEST AIRLINES, INC. ("NORTHWEST") AND WORLDSPAN, IN A FORM SUBSTANTIALLY
THE SAME AS THE FASA AMENDMENT PURSUANT TO ITS OBLIGATIONS UNDER SECTION 9.15 OF
THE NORTHWEST FASA (THE "MFN AMENDMENT").
[**]
[**] Confidential treatment requested for redacted portion; redacted portion has
been filed separately with the Commission.
6
(K)
RELIANCE.
THE NOTEHOLDER AND THE COMPANY EACH ACKNOWLEDGES THAT
(I) IT HAS NOT RELIED AND WILL NOT RELY IN RESPECT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY UPON ANY DOCUMENT OR WRITTEN OR ORAL
INFORMATION PREVIOUSLY FURNISHED TO IT OR ITS REPRESENTATIVES BY THE OTHER PARTY
HERETO, OTHER THAN THIS AGREEMENT AND (II) THERE ARE NO REPRESENTATIONS OR
WARRANTIES BY OR ON BEHALF OF ANY PARTY TO THIS AGREEMENT OR ANY