Exhibit 99.2
TRANSACTION SUPPORT AGREEMENT
THIS TRANSACTION SUPPORT AGREEMENT (this "Agreement"), dated as of
June 15, 2001, by and among Cendant Corporation, a Delaware corporation
("Cendant"), United Air Lines, Inc., a Delaware corporation ("United"), and
Covia LLC, a Delaware limited liability company and a wholly owned
subsidiary of United (the "Stockholder").
W I T N E S S E T H:
WHEREAS, simultaneously with the execution of this Agreement,
Cendant, Galaxy Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Cendant ("Merger Sub"), and Galileo
International, Inc., a Delaware corporation (the "Company"), have entered
into an Agreement and Plan of Merger dated the date hereof (the "Merger
Agreement"), which provides, among other things, for the merger (the
"Merger") of Merger Sub with and into the Company upon the terms and
subject to the conditions set forth therein;
WHEREAS, the Stockholder is the beneficial owner of, and has the
sole right to vote and dispose of, 15,940,000 shares of the Company's
common stock, par value $.01 per share (the "Company Common Stock"), and 2
shares of the Company's special preferred stock, par value $.01 per share
(the "Special Preferred Stock"); and
WHEREAS, as an inducement and a condition to its execution and
delivery of the Merger Agreement and performance of the obligations set
forth therein, including the Merger, Cendant has required that United and
the Stockholder enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, respective covenants and agreements
of the parties contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by each of the parties hereto, the parties hereto, intending to be legally
bound hereby, agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1 Capitalized Terms. Capitalized terms used in this
Agreement and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Merger Agreement.
Section 1.2 Other Definitions. For the purposes of this Agreement:
"Affiliate" means, with respect to any specified Person, any
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified. For purposes of this Agreement, with respect to the Stockholder,
"Affiliate" shall not include the Company and the Persons that directly, or
indirectly through one or more intermediaries, are controlled by the
Company.
"Beneficial Owner" or "Beneficial Ownership" or "Beneficially
Owned" with respect to any securities means having "beneficial ownership"
of such securities as determined pursuant to Rule 13d-3 under the Exchange
Act, including pursuant to any agreement, arrangement or understanding,
whether or not in writing. Without duplicative counting of the same
securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all Affiliates of such
Person and all other persons with whom such Person would constitute a
"group" within the meaning of Section 13(d) of the Exchange Act and the
rules promulgated thereunder.
"Company Common Stock" shall include all shares of capital stock
or other voting securities into which shares of Company Common Stock may be
reclassified, sub-divided, consolidated or converted and any rights and
benefits arising therefrom including any extraordinary distributions of
securities which may be declared in respect of the shares of Company Common
Stock and entitled to vote in respect of the matters contemplated by
Article II of this Agreement.
"Owned Shares" means the 15,940,000 shares of Company Common Stock
owned by the Stockholder on the date hereof, together with any other shares
of Company Common Stock or any other securities of the Company entitled, or
which may be entitled, to vote upon any of the matters referred to in
Section 2.1 hereof which may hereafter be owned by the Stockholder.
"Person" means any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, association, trust, estate, unincorporated
organization or other entity, including any governmental entity.
"Representative" means, with respect to any particular Person, any
officer, director, employee, agent, consultant, advisor or other
representative of such Person (including legal counsel, accountants, and
financial advisors).
"Restated Certificate of Incorporation" means the Restated
Certificate of Incorporation of the Company dated as of July 30, 1997.
"Stockholders' Agreement" means the Stockholders' Agreement among
the Company, the Stockholder, certain other stockholders of the Company and
certain related parties of such stockholders, dated as of July 30, 1997, as
amended.
"Transfer" means, with respect to any security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or disposition of
such security or the Beneficial Ownership thereof, the offer to make such a
sale, transfer or other disposition, and each option, agreement,
arrangement or understanding, whether or not in writing, to effect any of
the foregoing.
ARTICLE II
VOTING AGREEMENT AND PROXY
Section 2.1 Agreement to Vote. Upon the terms and subject to the
conditions hereof, the Stockholder irrevocably and unconditionally agrees
that, until this Agreement is terminated pursuant to Section 5.1 hereof, at
any meeting (whether annual or special, and whether or not an adjourned or
postponed meeting) of the Company's stockholders, however called, or in
connection with any written consent of the Company's stockholders, the
Stockholder shall vote, or cause to be voted (including by written consent,
if applicable) all of its Owned Shares (i) in favor of the adoption of the
Merger Agreement, (ii) against any Third Party Acquisition and (iii)
against any proposed action by the Company, the Company's stockholders or
any other Person the result of which action could prevent or materially
delay completion of the Merger. Each of United and the Stockholder agrees
not to enter into any agreement or commitment with any Person the effect of
which would be inconsistent with or violative of the provisions and
agreements contained in this Article II.
Section 2.2 Irrevocable Proxy.
THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS CENDANT AND ANY
DESIGNEE OF CENDANT, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S
IRREVOCABLE PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION) TO VOTE THE OWNED SHARES OF SUCH STOCKHOLDER (INCLUDING BY
WRITTEN CONSENT) (I) IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT, (II)
AGAINST ANY THIRD PARTY ACQUISITION AND (III) AGAINST ANY PROPOSED ACTION
BY THE COMPANY, THE COMPANY'S STOCKHOLDERS OR ANY OTHER PERSON THE RESULT
OF WHICH ACTION COULD PREVENT OR MATERIALLY DELAY COMPLETION OF THE MERGER.
THE STOCKHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. THE
STOCKHOLDER HEREBY REVOKES ANY PROXIES PREVIOUSLY GRANTED BY SUCH
STOCKHOLDER WITH RESPECT TO THE STOCKHOLDER'S OWNED SHARES. THE PROXY
GRANTED IN THIS SECTION 2.2 SHALL AUTOMATICALLY EXPIRE UPON THE TERMINATION
OF THIS AGREEMENT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of United and the
Stockholder.
Each of United and the Stockholder, jointly and severally,
represents and warrants to Cendant that the following statements are as of
the date of this Agreement, and shall be as of the date of the Stockholders
Meeting, true and correct:
(a) United is a corporation duly incorporated and validly
existing under the laws of the State of Delaware. The Stockholder is a
limited liability company duly formed and validly existing under the laws
of the State of Delaware.
(b) Each of United and the Stockholder has all necessary
power and authority to enter into this Agreement and to perform all of its
obligations hereunder. Each of United and the Stockholder has taken all
necessary action to authorize the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby
by it.
(c) This Agreement has been duly and validly executed and
delivered by each of United and the Stockholder and constitutes a valid and
binding obligation of each of United and the Stockholder enforceable
against each of United and the Stockholder in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally and by general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
(d) As of the date of this Agreement, the Stockholder is the
record and beneficial owner of 15,940,000 shares of Company Common Stock
and 2 shares of Special Preferred Stock (together, the "Galileo Stock")
and, except as provided in this Agreement or by applicable law, the
Stockholders' Agreement or the Restated Certificate of Incorporation, has
full and unrestricted power to dispose of and vote all of the Galileo
Stock. The Stockholder has good and valid title to the Galileo Stock, free
and clear of any and all pledges, mortgages, liens, charges, proxies,
voting agreements, encumbrances, adverse claims, options, security
interests and demands of any nature or kind whatsoever, other than those
created by this Agreement or provided in the Stockholders' Agreement or the
Restated Certificate of Incorporation. As of the date of this Agreement,
the Galileo Stock constitutes all of the capital stock of the Company that
is Beneficially Owned by the Stockholder or by United (other than any such
capital stock owned by officers of UAL Corporation, a Delaware corporation,
or its subsidiaries) and, except for the Galileo Stock, none of United, the
Stockholder or any other subsidiary of United Beneficially Owns or has any
right to acquire (whether currently, upon lapse of time, following the
satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any shares of Company Common Stock, Special
Preferred Stock or any other capital stock of the Company, or any
securities convertible into shares of Company Common Stock, Special
Preferred Stock or other capital stock of the Company.
(e) None of the execution and delivery of this Agreement by
United or the Stockholder, the consummation by United or the Stockholder of
the transactions contemplated hereby or compliance by United or the
Stockholder with any of the provisions hereof shall (i) result in a
violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under,
any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which United or the Stockholder is a party or by
which United or the Stockholder or any of their respective properties or
assets (including the Galileo Stock) may be bound or (ii) violate any
order, writ, injunction, decree, judgment, statute, rule or regulation
applicable to United or the Stockholder or any of their respective
properties or assets (including the Galileo Stock).
(f) No broker, investment banker, financial advisor or other
Person is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of United or the
Stockholder.
(g) Each of United and the Stockholder understands and
acknowledges that Cendant is entering into the Merger Agreement and is
incurring the obligations set forth therein in reliance upon the execution
and delivery of this Agreement by United and the Stockholder.
Section 3.2 Representations and Warranties of Cendant.
Cendant represents and warrants to United and the Stockholder that
the following statements are as of the date of this Agreement, and shall be
as of the date of the Stockholders Meeting, true and correct:
(a) Cendant is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
(b) Cendant has all necessary corporate power and authority
to enter into this Agreement and to perform all of its obligations
hereunder. The execution, delivery and performance of this Agreement and
the Merger Agreement by Cendant and the consummation of the transactions
contemplated hereby and thereby have been duly and validly approved by the
board of directors of Cendant and no other corporate proceedings on the
part of Cendant are necessary to authorize the execution, delivery and
performance of this Agreement or the Merger Agreement or the consummation
of the transactions contemplated hereby or thereby.
(c) This Agreement has been duly and validly executed and
delivered by Cendant and constitutes a valid and binding obligation of
Cendant enforceable against Cendant in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
(d) None of the execution and delivery of this Agreement by
Cendant, the consummation by Cendant of the transactions contemplated
hereby or compliance by Cendant with any of the provisions hereof shall (i)
result in a violation or breach of, or constitute (with or without notice
or lapse of time or both) a default (or give rise to any third party right
of termination, cancellation, material modification or acceleration) under,
any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which Cendant is a party or by which Cendant or
any of its properties or assets may be bound or (ii) violate any order,
writ, injunction, decree, judgment, statute, rule or regulation applicable
to Cendant or any of its properties or assets.
ARTICLE IV
COVENANTS OF THE STOCKHOLDER
Section 4.1 General. Each of United and the Stockholder (each, a
"United Party"), jointly and severally, covenants and agrees with Cendant
that, during the period commencing on the date hereof and ending on the
date this Agreement is terminated under Article V hereof:
(a) The Stockholder shall not, directly or indirectly,
Transfer to any Person any or all of the Owned Shares or the Special
Preferred Stock.
(b) Such United Party shall promptly notify Cendant in
writing upon any representation or warranty of such United Party contained
in this Agreement becoming untrue or incorrect in any material respect
during the term of this Agreement and, for the purposes of this provision,
each representation and warranty shall be deemed to be given at and as of
all times during such term (irrespective of any language which suggests
that it is only being given as at a particular date).
(c) Such United Party shall execute and deliver such other
documents and instruments and take such further actions as may be necessary
in order to ensure that Cendant receives the full benefit of this
Agreement.
Section 4.2 Standstill Obligations. Each of United and the
Stockholder, jointly and severally, covenants and agrees with Cendant that,
during the period commencing on the date hereof and ending on the date this
Agreement is terminated under Article V hereof:
(a) Such United Party shall not, nor shall such United Party
permit any Affiliate of such United Party to, nor shall such United Party
act in concert with or permit any such Affiliate to act in concert with any
Person to, solicit or participate in any solicitation of proxies with
respect to any shares of Company Common Stock, nor shall they seek to
advise or influence any Person with respect to the voting of any shares of
Company Common Stock, other than to recommend that stockholders of the
Company vote in favor of the Merger and the Merger Agreement and otherwise
as expressly provided in Article II of this Agreement.
(b) Such United Party shall not, nor shall such United Party
permit any Affiliate of such United Party to, nor shall such United Party
act in concert with or permit any such Affiliate to act in concert with any
Person to, deposit any shares of Company Common Stock or Special Preferred
Stock in a voting trust or subject any shares of Company Common Stock or
Special Preferred Stock to any arrangement or agreement with any Person
with respect to the voting of such shares of Company Common Stock or
Special Preferred Stock, except as provided by Article II of this
Agreement.
(c) Such United Party shall not, nor shall such United Party
permit any Affiliate of such United Party to, nor shall such United Party
act in concert with or permit any such Affiliate to act in concert with any
Person to, otherwise act, alone or in concert with others, to seek control
of the management, Board of Directors or policies of the Company, except to
the extent such activities arise in connection with discussions and
negotiations permitted pursuant to the proviso to subsection 4.2(d) below.
(d) Such United Party shall not, nor shall such United Party
permit any Affiliate of such United Party to, nor shall such United Party
act in concert with or permit any such Affiliate to act in concert with any
Person, nor shall it permit any Representative of such United Party or any
such Affiliate to (i) encourage, invite, initiate or solicit any inquiries
relating to or the submission or making of a proposal by any Person with
respect to a Third-Party Acquisition or (ii) participate in or encourage,
invite, initiate or solicit negotiations or discussions with, or furnish or
cause to be furnished any information to, any Person relating to a
Third-Party Acquisition; provided, however, that, prior to the Stockholders
Meeting, if (x) such United Party, without being in violation of the terms
of this Section 4.2, or the Company, without being in violation of Section
5.1 of the Merger Agreement, receives an unsolicited bona fide written
proposal from any Person or group with respect to a Third-Party Acquisition
which United determines in good faith could reasonably be expected to
result in a Superior Proposal, or (y) there is a Superior Proposal which
has been made by any Person, then such United Party and its Affiliates and
Representatives may, directly or indirectly, furnish information and access
to such Person or group pursuant to an appropriate confidentiality
agreement and may participate in discussions and negotiations with such
Person or group.
(e) Such United Party shall not request a waiver of any of
the terms or provisions hereof in any manner that would require a public
disclosure by Cendant, the Company or United.
(f) Notwithstanding the foregoing provisions of this Section
4.2, Cendant acknowledges that United has two representatives on the
Company's Board of Directors and, subject to the terms of the Merger
Agreement, such persons may act in their capacities as directors of the
Company in accordance with their fiduciary duties to the Company and its
stockholders.
ARTICLE V
TERMINATION
Section 5.1 Termination. This Agreement shall terminate upon the
earlier of (i) the Effective Time or (ii) the termination of the Merger
Agreement or (iii) a Change in the Company Recommendation as a result of a
Superior Proposal or (iv) if an amendment, modification or waiver of or
with respect to any provision of the Merger Agreement is effected and
United reasonably determines in good faith that such amendment,
modification or waiver is adverse in a material respect to United, the
delivery of a notice by United to Cendant in respect of such determination
under this clause (iv) at least five days prior to the Stockholders Meeting
to the effect that United and the Stockholder are terminating this
Agreement as a result of such amendment, modification or waiver.
Section 5.2 Effect of Termination. Upon termination of this
Agreement, the covenants, representations, warranties, agreements and
obligations of the parties shall terminate and become void without further
action by any party.
ARTICLE VI
GENERAL
Section 6.1 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to
have been duly given (a) on the date of delivery if delivered personally,
(b) on the first Business Day following the date of dispatch if delivered
by a nationally recognized next-day courier service, (c) on the fifth
Business Day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid or (d) if sent by
facsimile transmission, with a copy mailed on the same day in the manner
provided in (a) or (b) above, when transmitted and receipt is confirmed by
telephone; provided, that any notice received by facsimile or otherwise at
the addressee's location on any Business Day after 5:00 p.m. (addressee's
local time) shall be deemed to have been received at 9:00 a.m. (addressee's
local time) on the next Business Day. Any party to this Agreement may
notify any other party of any changes to the address or any of the other
details specified in this paragraph, provided that such notification shall
only be effective on the date specified in such notice or five (5) Business
Days after the notice is given, whichever is later. Rejection or other
refusal to accept or the inability to deliver because of changed address of
which no notice was given shall be deemed to be receipt of the notice as of
the date of such rejection, refusal or inability to deliver. All notices
hereunder shall be delivered to the parties as set forth below, or pursuant
to such other instructions as may be designated in writing by the party to
receive such notice:
if to United and/or the Stockholder:
United Air Lines, Inc.
1200 East Algonquin Road
Elk Grove Township, Illinois 60007
Attention: Senior Vice President, Finance
Facsimile No.: (847) 700-4412
with a copy to (which shall not constitute notice):
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Attention: Scott A. Barshay, Esq.
Facsimile No.: (212) 474-3700
if to Cendant:
Cendant Corporation
9 West 57th Street
New York, New York 10019
Attention: General Counsel
Facsimile No.: (212) 413-1922
with a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
Attention: Patricia Moran, Esq.
Facsimile No.: (302) 651-3001
Section 6.2 No Third-Party Beneficiaries. This Agreement is not
intended to confer third-party beneficiary rights upon any Person.
Section 6.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable
to contracts executed and to be performed fully within such State, without
giving effect to the principles of conflicts or choice of law thereof or
any other jurisdiction.
Section 6.4 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any
circumstances, is held to be invalid, illegal or unenforceable in any
respect for any reason under any present or future law, public policy or
order, (i) such provision shall be fully severable and (ii) this Agreement
shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties shall negotiate in good faith with
a view to the substitution therefor of a suitable and equitable solution in
order to carry out to the maximum extent possible, so far as may be valid,
legal and enforceable, the intent and purpose of such invalid provision;
provided, however, that the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions
contained herein shall not be in any way impaired thereby, it being
intended that all of the rights and privileges of the parties hereto shall
be enforceable to the fullest extent permitted by law.
Section 6.5 Assignment. Except for any assignment by Cendant, in
whole or in part, to a direct or indirect subsidiary of Cendant (provided
that any such subsidiary agrees in writing to be bound by and liable for
all of the terms, conditions and provisions contained herein that would
otherwise be applicable to Cendant and provided further that Cendant shall
remain liable for all of its duties and obligations hereunder in the event
such subsidiary shall fail to perform hereunder), neither this Agreement
nor the rights or the obligations of either party hereto are assignable in
whole or in part (whether by operation of law or otherwise), without the
written consent of the other party and any attempt to do so in
contravention of this Section 6.5 shall be void.
Section 6.6 Successors. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors
and permitted assigns.
Section 6.7 Interpretation. When a reference is made in this
Agreement to Sections, such reference shall be to a Section of this
Agreement unless otherwise indicated. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed
to be followed by the words "without limitation." The words "hereof,"
"herein" and "herewith" and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole and not to any
particular provision of this Agreement. The definitions contained in this
Agreement are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter
genders of such term. Any agreement or instrument defined or referred to
herein or in any agreement or instrument that is referred to herein means
such agreement or instrument as from time to time amended, modified or
supplemented and attachments thereto and instruments incorporated therein.
References to a Person are also to its successors and permitted assigns.
The parties have participated jointly in the negotiation and drafting of
this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed to also to refer to any amendments
thereto and all rules and regulations promulgated thereunder, unless the
context requires otherwise.
Section 6.8 Amendments. This Agreement may not be amended except
by written agreement signed by the parties to this Agreement.
Section 6.9 Fees and Expenses. Except as expressly provided in
this Agreement, each of the parties shall be responsible for his or its own
fees and expenses (including, without limitation, the fees and expenses of
financial consultants, investment bankers, accountants and counsel) in
connection with the entry into of this Agreement and the consummation of
the transactions contemplated hereby.
Section 6.10 Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations,
representations and warranties, and discussions, whether oral or written,
among the parties hereto, with respect to the subject matter hereof.
Section 6.11 Time of Essence. Time shall be of the essence in this
Agreement.
Section 6.12 Remedies Cumulative. Except as otherwise herein
provided, the rights and remedies provided herein shall be cumulative and
not exclusive of any rights or remedies provided by applicable law.
Section 6.13 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties.
Section 6.14 Execution. This Agreement may be executed by
facsimile signatures by any party and such signature shall be deemed
binding for all purposes hereof, without delivery of an original signature
being thereafter required.
Section 6.15 Jurisdiction. Each of the parties hereto irrevocably
agrees that any action, suit, claim or other legal proceeding with respect
to this Agreement or in respect of the transactions contemplated hereby
brought by any other party hereto or its successors or assigns shall be
brought and determined in any state or federal court located in the State
of Delaware or any appeals courts thereof (the "Delaware Courts"), and each
of the parties hereto irrevocably submits with regard to any such
proceeding for itself and in respect to its property, generally and
unconditionally, to the exclusive jurisdiction of the Delaware Courts. Each
of the parties hereto irrevocably waives, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any action or
proceeding with respect to this Agreement, (a) any claim that it is not
personally subject to the jurisdiction of the Delaware Courts for any
reason, (b) that it or its property is exempt or immune from jurisdiction
of any Delaware Court or from any legal process commenced in any Delaware
Court (whether through service of notice, attachment before judgment,
attachment in aid of execution of judgment, execution of judgment or
otherwise) and (c) to the fullest extent permitted by applicable law, that
(i) the proceeding in any Delaware Court is brought in an inconvenient
forum, (ii) the venue of such proceeding is improper or (iii) this
Agreement, or the subject matter hereof, may not be enforced in or by a
Delaware Court. Notwithstanding the foregoing, each of the parties hereto
agrees that the other party shall have the right to bring any action or
proceeding for enforcement of a judgment entered by the Delaware Courts in
any other court or jurisdiction.
Section 6.16 United Guarantee. United hereby fully and
unconditionally guarantees the full performance and discharge by the
Stockholder of its obligations hereunder.
IN WITNESS WHEREOF, each party hereto has caused this Transaction
Support Agreement to be signed as of the date first above written.
CENDANT CORPORATION
By: /s/ Eric J. Bock
----------------------------
Name: Eric J. Bock
Title: Senior Vice President, Law
and Corporate Secretary
UNITED AIR LINES, INC.
By: /s/ Rono J. Dutta
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Name: Rono J. Dutta
Title: President
COVIA, LLC
By: /s/ Frederic F. Brace
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Name: Frederic F. Brace
Title: Vice President and Treasurer