OMB
APPROVAL
OMB
Number: 3235-0060
Expires:
January 31, 2008
Estimated
average burden
hours
per response ….38.0
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Delaware
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1-8662
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23-2265039
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(State
or Other Jurisdiction
of Incorporation) |
(Commission
File Number)
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(IRS
Employer
Identification No.) |
1200
Lake Hearn Drive, Suite 300, Atlanta Georgia
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30319
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(Address
of Principal Executive Offices)
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(Zip
Code)
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__________________________________________________________________________________________
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(Former
name or former address, if changed since last
report.)
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Item
1.01
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Entry
into a Material Definitive Agreement
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant
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OneTravel
Holdings, Inc.
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By: | /s/ Marc E. Bercoon | |
Marc E. Bercoon, President |
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Exhibit
Number |
Description
of Exhibits
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|
10.1
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Letter
Agreement for $2,100,000 Loan Facility, dated as of May 10, 2006,
by and
between OneTravel Holdings, Inc. and Palisades Master Fund, L.P.
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|
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10.2
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Promissory
Note, dated as of May 10, 2006, between OneTravel Holdings, Inc.
and
Palisades Master Fund, L.P.
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|
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10.3
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Subsidiary
Guarantee, dated as of May 10, 2006, by and between signatories
thereto,
in favor of Palisades Master Fund, L.P.
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10.4
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First
Amendment to Security Agreement, dated as of May 10, 2006, by and
among
OneTravel Holdings, Inc. (the “Borrower”), Farequest Holdings, Inc.
(“Farequest”), OneTravel, Inc., together with the Borrower and Farequest,
called the “Debtors”, and Palisades Master Fund, L.P.
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|
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10.5
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Consent
and Waiver dated as of May 10, 2006, by and among the Holders of
the
Debentures described therein, One Travel Holdings, Inc. and Palisades
Master Fund, L.P.
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