**Exhibit 10.2**

 

 

 

**CREDIT AGREEMENT**

 

dated as of May 12, 2005

 

among

 

**SABRE INC.,**

as Borrower,

 

**THE LENDERS PARTY HERETO**,

and

 

**MORGAN STANLEY SENIOR FUNDING, INC.**,

as Administrative Agent and Syndication Agent

 

 

 

**MORGAN STANLEY SENIOR FUNDING, INC.**and**BEAR, STEARNS & CO. INC.,**

as

Joint Lead Arrangers and Joint Book Managers

 

----

 

TABLE OF CONTENTS

 

Article andSection

 
| ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS          |                                                                       |
|-----------------------------------------------------------|----------------------------------------------------------------------------|
| 1.01                                                      | Defined Terms                                                              |   |
| 1.02                                                      | Interpretive  Provisions                                                   |   |
| 1.03                                                      | Accounting  Terms and Provisions                                           |   |
| 1.04                                                      | Rounding                                                                   |   |
| 1.05                                                      | References  to Agreements and Laws                                         |   |
| 1.06                                                      | Times of Day                                                               |   |
| 1.07                                                      | Exchange  Rates; Currency Equivalents                                      |   |
|                                                      |                                                                       |   |
| ARTICLE II  COMMITMENTS AND CREDIT EXTENSIONS        |                                                                       |
| 2.01                                                      | Commitments                                                                |   |
| 2.02                                                      | Borrowings,  Conversions and Continuations                                 |   |
| 2.03                                                      | Repayment of Loans                                                         |   |
| 2.04                                                      | Prepayments                                                                |   |
| 2.05                                                      | Termination  or Reduction of Commitments                                   |   |
| 2.06                                                      | Interest                                                                   |   |
| 2.07                                                      | Fees                                                                       |   |
| 2.08                                                      | Computation  of Interest and Fees                                          |   |
| 2.09                                                      | Payments Generally                                                         |   |
| 2.10                                                      | Sharing of Payments                                                        |   |
| 2.11                                                      | Evidence of Debt                                                           |   |
| 2.12                                                      | Escrow Account                                                             |   |
| 2.13                                                      | Switch to  Recommended Offer                                               |   |
|                                                      |                                                                       |   |
| ARTICLE III   TAXES, YIELD PROTECTION AND ILLEGALITY |                                                                       |
| 3.01                                                      | Taxes                                                                      |   |
| 3.02                                                      | Illegality                                                                 |   |
| 3.03                                                      | Inability to Determine Rates                                               |   |
| 3.04                                                      | Increased Cost; Capital  Adequacy; Reserves on Eurodollar Rate Loans       |   |
| 3.05                                                      | Compensation for Losses                                                    |   |
| 3.06                                                      | Matters Applicable to All Requests for  Compensation                       |   |
| 3.07                                                      | Survival Losses                                                            |   |
|                                                      |                                                                       |   |
| ARTICLE IV  CONDITIONS PRECEDENT                     |                                                                       |
| 4.01                                                      | Conditions to  Effectiveness                                               |   |
| 4.02                                                      | Borrowing  of Acquisition Loans                                            |   |
| 4.03                                                      | Conditions to Credit Extensions other  than Borrowing of Acquisition Loans |   |
|                                                      |                                                                       |   |
| ARTICLE V  REPRESENTATIONS AND WARRANTIES            |                                                                       |
| 5.01                                                      | Corporate Existence                                                        |   |
| 5.02                                                      | Power and Authority                                                        |   |
| 5.03                                                      | Enforceability                                                             |   |
| 5.04                                                      | Legal Proceedings                                                          |   |
| 5.05                                                      | No Material  Adverse Effect                                                |   |
| 5.06                                                      | Compliance with Law                                                        |   |

 

i

----

 
| 5.07                                               | Use of Proceeds                                                                 |   |
|----------------------------------------------------|---------------------------------------------------------------------------------|--------|
| 5.08                                               | Disclosure                                                                      |   |
| 5.09                                               | Absence of Default                                                              |   |
| 5.10                                               | ERISA Compliance                                                                |   |
| 5.11                                               | Financial Condition                                                             |   |
| 5.12                                               | Margin  Regulations; Investment Company Act; Public Utility Holding Company Act |   |
| 5.13                                               | Insurance                                                                       |   |
|                                               |                                                                            |   |
| ARTICLE VI  AFFIRMATIVE COVENANTS             |                                                                            |
| 6.01                                               | Preservation of  Existence                                                      |   |
| 6.02                                               | Payment of  Taxes and Claims                                                    |   |
| 6.03                                               | Inspection Rights                                                               |   |
| 6.04                                               | Financial Statements                                                            |   |
| 6.05                                               | Certificates,  Notices and Other Information                                    |   |
| 6.06                                               | Keeping of  Records and Books of Account                                        |   |
| 6.07                                               | Compliance with Laws                                                            |   |
| 6.08                                               | Maintenance of  Insurance                                                       |   |
| 6.09                                               | Maintenance of  Properties                                                      |   |
| 6.10                                               | Compliance  with Agreements                                                     |   |
| 6.11                                               | Use of Proceeds                                                                 |   |
| 6.12                                               | Conduct of  Acquisition; Furnishing of Scheme Documentation and Other Reports   |   |
| 6.13                                               | Prepayment Of Loans                                                             |   |
|                                               |                                                                            |   |
| ARTICLE VII  NEGATIVE COVENANTS               |                                                                            |
| 7.01                                               | Restricted Funded  Debt                                                         |   |
| 7.02                                               | Liens                                                                           |   |
| 7.03                                               | Fundamental Changes                                                             |   |
| 7.04                                               | Asset Dispositions                                                              |   |
| 7.05                                               | Financial Covenants                                                             |   |
| 7.06                                               | Permitted  Securitization Transaction                                           |   |
| 7.07                                               | Transactions  with Affiliates                                                   |   |
| 7.08                                               | Dividends;  Stock Repurchases and Redemptions                                   |   |
| 7.09                                               | Scheme Documentation                                                            |   |
|                                               |                                                                            |   |
| ARTICLE VIII   EVENTS OF DEFAULT AND REMEDIES |                                                                            |
| 8.01                                               | Events of Default                                                               |   |
| 8.02                                               | Remedies  upon Event of Default                                                 |   |
| 8.03                                               | Certain  Funds; Clean-Up Period                                                 |   |
| 8.04                                               | Application of Funds                                                            |   |
|                                               |                                                                            |   |
| ARTICLE IX  ADMINISTRATIVE AGENT              |                                                                            |
| 9.01                                               | Appointment and  Authority                                                      |   |
| 9.02                                               | Rights as a Lender                                                              |   |
| 9.03                                               | Exculpatory  Provisions                                                         |   |
| 9.04                                               | Reliance by  Administrative Agent                                               |   |
| 9.05                                               | Delegation of Duties                                                            |   |
| 9.06                                               | Resignation  of Administrative Agent                                            |   |
| 9.07                                               | Non-Reliance  on Administrative Agent and Other Lenders                         |   |
| 9.08                                               | No Other Duties, Etc.                                                           |   |
| 9.09                                               | Administrative  Agent May File Proofs of Claim                             |   |

 

ii

----

 
| ARTICLE X  MISCELLANEOUS |                                               |
|-------------------------------|----------------------------------------------------|
| 10.01                         | Amendments, Etc.                                   |   |
| 10.02                         | Notices;  Effectiveness; Electronic Communication  |   |
| 10.03                         | No Waiver;  Cumulative Remedies                    |   |
| 10.04                         | Expenses;  Indemnity; Damage Waiver                |   |
| 10.05                         | Payments Set Aside                                 |   |
| 10.06                         | Successors and  Assigns                            |   |
| 10.07                         | Treatment  of Certain Information; Confidentiality |   |
| 10.08                         | Right of Setoff                                    |   |
| 10.09                         | Interest Rate  Limitation                          |   |
| 10.10                         | Counterparts;  Integration                         |   |
| 10.11                         | Survival of  Representations and Warranties        |   |
| 10.12                         | Severability                                       |   |
| 10.13                         | Replacement of  Lenders                            |   |
| 10.14                         | Governing  Law; Jurisdiction; Etc.                 |   |
| 10.15                         | Waiver of Jury Trial                               |   |
| 10.16                         | USA PATRIOT Act Notice                             |   |
| 10.17                         | Judgment Currency                                  |   |
| 10.18                         | ENTIRE AGREEMENT                                   |   |

 

iii

----

 
| **SCHEDULES**        |
|----------------------|
|                 |   |   |
| Schedule 2.01   |   | Lenders and Commitments |   |
| Schedule 2.13   |   | Switch Date Amendments |   |
| Schedule 3.03   |   | Mandatory Cost Rate |   |
| Schedule 4.01   |   | Certain Consents and Approvals |   |
| Schedule 4.02   |   | Certain Regulatory Approvals in  Respect of Sabre UK |   |
| Schedule 5.02   |   | Specified Consents, Approvals  and Agreements |   |
| Schedule 5.04   |   | Legal Proceedings |   |
| Schedule 10.02  |   | Notice Addresses |   |
|                 |   |   |
| **EXHIBITS**         |
|                 |   |   |
| Exhibit 2.02    |   | Form of  Loan Notice |   |
| Exhibit 2.11    |   | Form of  Note |   |
| Exhibit 6.05(d) |   | Form of  Compliance Certificate |   |
| Exhibit 10.06   |   | Form of  Assignment and Assumption |   |

 

iv

----

 

**CREDIT AGREEMENT**

 

ThisCREDIT AGREEMENT (the “Credit Agreement”) is entered into as of May 12,2005, among SABRE INC., a Delaware corporation (the “Borrower”), theLenders party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as AdministrativeAgent, and MORGAN STANLEY SENIOR FUNDING, INC. and BEAR, STEARNS & CO.INC., as Joint Lead Arrangers and Joint Book Managers.

 

WHEREAS,the Borrower has requested that the Lenders provide a term credit facility forthe purposes set forth herein; and

 

WHEREAS,the Lenders have agreed to make the requested facility available on the termsand conditions set forth herein;

 

NOW,THEREFORE, in consideration of these premises and the mutual covenants andagreements contained herein, the receipt and sufficiency of which are herebyacknowledged, the parties hereto covenant and agree as follows:

# ** **

# **ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS**

# ** **

**1.01****                        DefinedTerms.**

 

Asused in this Credit Agreement, the following terms have the meanings providedbelow:

 

“Acquisition” means the acquisition by Sabre UK of the outstanding share capital ofTarget through the Scheme.

 

“Acquisition Loan” means a Loan used, or tobe used, in or towards funding the consideration payable by Sabre UK to Targetshareholders under the Scheme.

 

“AdministrativeAgent” means Morgan Stanley Senior Funding, Inc., in its capacity asadministrative agent for the Lenders under any of the Credit Documents, or anysuccessor administrative agent.

 

“AdministrativeAgent’s Office” means, with respect to any currency, the AdministrativeAgent’s address and, as appropriate, account as set forth on Schedule 10.02with respect to such currency or such other address or account with respect tosuch currency as the Administrative Agent may from time to time notify theBorrower and the Lenders.

 

“AdministrativeQuestionnaire” means an administrative questionnaire for the Lenders in aform supplied by the Administrative Agent.

 

“Affiliate”means, with respect to any Person, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is undercommon Control with the Person specified.

 

“Agent-RelatedPersons” means the Administrative Agent, together with its Affiliates (including,in the case of Morgan Stanley Senior Funding, Inc., in its capacity as theAdministrative Agent, Morgan

 

----

 

Stanley Senior Funding, Inc.as an Arranger), and the officers, directors, employees, agents and attorneys-in-factof such Persons and Affiliates.

 

“AggregateCommitments” means the Commitments of all the Lenders. The initial AggregateCommitments total $800,000,000.

 

“AlternativeCurrency” means British Pounds Sterling.

 

“AlternativeCurrency Equivalent” means, at any time, with respect to any amountdenominated in Dollars, the equivalent amount thereof in the AlternativeCurrency as determined by the Administrative Agent at such time on the basis ofthe Spot Rate (determined in respect of the most recent Revaluation Date) forthe purchase of the Alternative Currency with Dollars.

 

“AnnouncementDate” means the date on which the Press Release is issued.

 

“ApplicableCurrency” means, with respect to any Loan, the currency in which such Loanis denominated.

 

“ApplicablePercentage” means (i) for any day prior to the 180th day after the InitialFunding Date, the rate per annum set forth in Table I below opposite theapplicable Debt Rating, and (ii) for any day from and after the 180thday after the Initial Funding Date, the rate per annum set forth in Table IIbelow opposite the applicable Debt Rating:

 

**Table I**

 
| **Pricing  Level** | ** ** | **S&P  Debt Rating** | ** ** | **Moody’s  Debt Rating** | ** ** | **Margin  for Eurocurrency Loans** | ** ** | **Base  Margin** | ** ** | **Commitment  Fee** |
|--------------------|------------|--------------------------|------------|-------------------------------|------------|------------------------------------|------------|------------------|------------|---------------------|
| 1                  |       | A and above              |       | A2 and above                  |       | 0.375%                             |       | 0.000%           |       | 0.080%              |
| 2                  |       | A-                       |       | A3                            |       | 0.500%                             |       | 0.000%           |       | 0.100%              |
| 3                  |       | BBB+                     |       | Baa1                          |       | 0.625%                             |       | 0.000%           |       | 0.125%              |
| 4                  |       | BBB                      |       | Baa2                          |       | 0.750%                             |       | 0.000%           |       | 0.150%              |
| 5                  |       | BBB-                     |       | Baa3                          |       | 1.000%                             |       | 0.000%           |       | 0.225%              |
| 6                  |       | BB+ and below            |       | Ba1 and below                 |       | 1.250%                             |       | 0.250%           |       | 0.300%              |

 

**Table II**

 
| **Pricing  Level** | ** ** | **S&P  Debt Rating** | ** ** | **Moody’s  Debt Rating** | ** ** | **Margin  for Eurocurrency Loans** | ** ** | **Base  Margin** | ** ** | **Commitment  Fee** |
|--------------------|------------|--------------------------|------------|-------------------------------|------------|------------------------------------|------------|------------------|------------|---------------------|
| 1                  |       | A and above              |       | A2 and above                  |       | 0.875%                             |       | 0.000%           |       | 0.080%              |
| 2                  |       | A-                       |       | A3                            |       | 1.000%                             |       | 0.000%           |       | 0.100%              |
| 3                  |       | BBB+                     |       | Baa1                          |       | 1.125%                             |       | 0.125%           |       | 0.125%              |
| 4                  |       | BBB                      |       | Baa2                          |       | 1.250%                             |       | 0.250%           |       | 0.150%              |
| 5                  |       | BBB-                     |       | Baa3                          |       | 1.500%                             |       | 0.500%           |       | 0.225%              |
| 6                  |       | BB+ and below            |       | Ba1 and below                 |       | 1.750%                             |       | 0.750%           |       | 0.300%              |

 

2

----

 

The Parent will maintaina Debt Rating at all times with each of the Rating Services. The applicablePricing Level will be determined by reference to the Debt Ratings; providedthat (a) if Debt Ratings are provided by each of the Rating Services andthe Debt Ratings by the Rating Services indicate different Pricing Levels, then(i) if they are only one level apart, the applicable Pricing Level shallbe determined by reference to the higher (less expensive) Debt Rating and shallbe set at the Pricing Level indicated thereby (e.g., if the Debt Rating byS&P is A and Moody’s is A3, the Applicable Percentage would be set atPricing Level 1), (ii) if they are two or four levels apart, theapplicable Pricing Level shall be determined by using the Debt Rating that isthe intermediate Debt Rating (e.g., if the Debt Rating by S&P is A andMoody’s is Baa1, the Applicable Percentage would be set at Pricing Level 2) and(iii) if they are three or five levels apart, the applicable Pricing Levelshall be determined by using the Debt Rating that is the higher (lessexpensive) of the two intermediate Debt Ratings (e.g., if the Debt Rating by S&Pis A and Moody’s is Baa2, the Applicable Percentage would be set at PricingLevel 2), (b) if there is only one Debt Rating, then the applicablePricing Level shall be determined by reference to the Pricing Level indicatedthereby (e.g., if the only Debt Rating is by S&P and it is BBB, theApplicable Percentage would be set at Pricing Level 4; provided,however, that if as of the last day upon which there were two Debt Ratingsthose ratings were two or more levels apart, then the applicable Pricing Levelshall be determined by reference to the next lower (more expensive) Debt Ratingand shall be set at the Pricing Level indicated thereby (e.g., if the only DebtRating is by S&P and it is BBB and Moody’s last Debt Rating was A-, theApplicable Percentage would be set at Pricing Level 5) and (c) if there isno Debt Rating, then the Applicable Percentage would be set at Pricing Level 6.

 

TheApplicable Percentage shall be determined and adjusted on the first BusinessDay following the date of any change in the Debt Rating. Adjustments in theApplicable Percentage shall be effective as to all Credit Extensions, existingand prospective, from the date of adjustment. Determinations by theAdministrative Agent of the applicable Pricing Level shall be conclusive absentmanifest error. The Administrative Agent shall promptly notify the Lenders ofchanges in the Applicable Percentage.

 

“ApplicableTime” means, with respect to any borrowings and payments in the AlternativeCurrency, the time that such borrowings and payments would be required to bemade if denominated in Dollars or such other time as may be determined by theAdministrative Agent for timely settlement for the Alternative Currency on therelevant date in accordance with normal banking procedures.

 

“ApprovedFund” means any Fund that is administered or managed by (a) a Lender, (b) anAffiliate of a Lender or (c) an entity or an Affiliate of an entity thatadministers or manages a Lender.

 

“Arrangers”means Morgan Stanley Senior Funding, Inc. and Bear, Stearns & Co.Inc. in their capacities as joint lead arrangers and joint book managers, and “Arranger”means either of them, as the context may require.

 

“AssetDisposition” shall mean and include the sale, lease or other disposition ofany property or asset (including without limitation the Capital Stock of aSubsidiary) by the Borrower or any of its Subsidiaries; but for purposes hereofshall not include, in any event, (a) the sale of inventory in the ordinarycourse of business, (b) the sale or disposition of machinery and equipmentno longer used or useful in the conduct of business, (c) a sale, lease,transfer or other disposition of property or assets by the Borrower to any ofits Subsidiaries or by any Subsidiary to the Borrower, (d) a sale, transferor other disposition of Securitization Receivables in connection with aPermitted Securitization Transaction or

 

3

----

 

(e) a sale, transferor other disposition of cash or marketable securities in connection with any (i) dividendpayment or other distribution in respect of, or purchase, redemption or otheracquisition of, Capital Stock of the Borrower or its Subsidiaries or (ii) acquisitionby the Borrower or its Subsidiaries of any assets, rights, properties, goods orservices, or loans, advances or other credits extended by the Borrower or itsSubsidiaries, or other transaction or arrangement whereby the Borrower or itsSubsidiaries receive consideration.

 

“Assignmentand Assumption” means an Assignment and Assumption substantially in theform of Exhibit 10.06.

 

“AttorneyCosts” means and includes all reasonable fees, expenses and disbursementsof any law firm or other counsel.

 

“AttributablePrincipal Amount” means (a) in the case of capital leases, the amountof capital lease obligations determined in accordance with GAAP, (b) inthe case of Synthetic Leases, an amount determined by capitalization of theremaining lease payments thereunder as if it were a capital lease determined inaccordance with GAAP, (c) in the case of Securitization Transactions, theoutstanding principal amount of such financing, after taking into accountreserve amounts and making appropriate adjustments, determined by theAdministrative Agent in its reasonable judgment and (d) in the case ofSale and Leaseback Transactions, the present value (discounted in accordancewith GAAP at the debt rate implied in the applicable lease) of the obligationsof the lessee for rental payments during the term****ofsuch lease).

 

“Availability Period” means the period fromand including the Conditions Precedent Satisfaction Date to but excluding thelater of (i) the day on which the Certain Funds Period ends and (ii) theday following the repayment, refinancing, defeasance, or other retirement ofall of the Specified Target Group Obligations; provided that theAvailability Period shall in no event extend beyond the Termination Date.

 

“BankruptcyCode” means the United States Bankruptcy Code of 1978, as amended from timeto time.

 

“BaseRate” means for any day a fluctuating rate per annum equal to the higher of(a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate ofinterest in effect for such day as publicly announced from time to time by Bankof America, N.A. as its “prime rate”. The “prime rate” is a rate set by Bank ofAmerica, N.A. based upon various factors including Bank of America, N.A.’scosts and desired return, general economic conditions and other factors, and isused as a reference point for pricing some loans, which may be priced at,above, or below such announced rate. Any change in the prime rate announced byBank of America, N.A. shall take effect at the opening of business on the dayspecified in the public announcement of such change.

 

“BaseRate Loan” means a Loan that bearsinterest based on the Base Rate. All Base Rate Loans shall be denominated inDollars.

 

“Borrower”has the meaning provided in the recitals hereto, together with its successorsand permitted assigns.

 

“Borrowing”means a borrowing consisting of simultaneous Loans of the same Type and, in thecase of Eurocurrency Rate Loans, in the same currency and having the sameInterest Period.

 

“BritishPounds Sterling” or “£” means the lawful currency of the UnitedKingdom.

 

4

----

 

“BusinessDay” means any day other than a Saturday, Sunday or other day on whichcommercial banks are authorized to close under the Laws of, or are in factclosed in, the state where the Administrative Agent’s Office with respect toObligations denominated in Dollars is located and, if such day relates to anyEurocurrency Rate Loan, means any such day on which dealings in deposits in therelevant currency are conducted by and between banks in the London or otherapplicable offshore interbank market for such currency.

 

“Capital Markets Transaction” means theincurrence by the Borrower or any Subsidiary of any Indebtedness for borrowedmoney with a maturity in excess of one year or the issuance by the Borrower orany Subsidiary in a registered public offering, Rule 144A transaction,Regulation S transaction or private placement of Capital Stock (includingwithout limitation any equity-linked security) or notes, debentures,instruments or other debt securities with a maturity in excess of one yearother than: (i) an issuance of Capital Stock to a member of theConsolidated Group; (ii) the issuance of Capital Stock in connection withthe grant to or exercise by a present or former employee, officer or directorunder a stock incentive plan, stock option plan or other equity-basedcompensation plan or arrangement; (iii) the issuance of Capital Stock orIndebtedness in connection with any joint venture arrangement or any purchaseor acquisition of (x) more than 50% of the Capital Stock with ordinary votingpower of another Person or (y) all or substantially all of the property (otherthan Capital Stock) of another Person, whether or not involving a merger orconsolidation with such Person; (iv) theincurrence of Indebtedness under this Credit Agreement or the Existing CreditAgreement; (v) the incurrence of Indebtedness under any PermittedSecuritization Transaction; or (vi) the incurrence of Indebtedness underany Swap Contract for purposes other than speculation.

 

“CapitalStock” means (a) in the case of a corporation, capital stock, (b) inthe case of an association or business entity, any and all shares, interests,participations, rights or other equivalents (however designated) of capitalstock, (c) in the case of a partnership, partnership interests (whethergeneral or limited), (d) in the case of a limited liability company,membership interests and (e) any other interest or participation thatconfers on a Person the right to receive a share of the profits and losses of,or distributions of assets of, the issuing Person.

 

“Certain Funds Period” means the periodbeginning on the Announcement Date and ending on the earliest of (i) thedate 15 days after the Scheme Effective Date, (ii) the Scheme CancellationDate and (iii) subject to Section 8.03(a), the date oftermination of the Commitments in accordance with this Credit Agreement.

 

“Circular” means the circular relating to theScheme distributed or to be distributed to the shareholders of Target.

 

“CityCode” means the City Code on Takeovers and Mergers.

 

“Commitment”means the commitment of each Lender to make Loans hereunder, as such commitmentmay be (a) reduced from time to time pursuant to Section 2.05,or (b) reduced or increased from time to time pursuant to assignments byor to such Lender pursuant to Section 10.06. Each Lender’s initialCommitment is set out in Schedule 2.01.

 

“CommitmentPercentage” means, at any time for each Lender, a fraction (expressed as apercentage carried to the ninth decimal place), the numerator of which is suchLender’s Commitment and the denominator of which is the Aggregate Commitments. Theinitial Commitment Percentages are set out in Schedule 2.01.

 

5

----

 

“CommitmentPeriod” means the period from and including the Effective Date to the earlierof (a) the Termination Date or (b) the date on which the Commitmentsshall have been terminated in accordance with this Credit Agreement.

 

“ComplianceCertificate” means a certificate substantially in the form of Exhibit 6.05(d).

 

“ConditionsPrecedent Satisfaction Date” means the date on which the conditionsspecified in Sections 4.01 and 4.02 have been satisfied (or waived inaccordance with Section 10.01). For the avoidance of doubt, the ConditionsPrecedent Satisfaction Date may occur on or after the Effective Date.

 

“ConsolidatedEBITDA” means, for any period for the Consolidated Group, the sum of (a) ConsolidatedNet Income, plus (b) to the extent deducted in determining netincome, (i) Consolidated Interest Expense, (ii) taxes and (iii) depreciationand amortization, in each case on a consolidated basis determined in accordancewith GAAP. Except as otherwise expressly provided, the applicable period shallbe the four consecutive fiscal quarters ending as of the date of determination.

 

“ConsolidatedFunded Debt” means Funded Debt of the Consolidated Group determined on aconsolidated basis in accordance with GAAP.

 

“ConsolidatedGroup” means the Parent and its Consolidated Subsidiaries, as determined inaccordance with GAAP.

 

“ConsolidatedLeverage Ratio” means, as of the last day of each fiscal quarter, the ratioof (a) Consolidated Funded Debt on such day to (b) ConsolidatedEBITDA for the period of four consecutive fiscal quarters ending as of suchday.

 

“ConsolidatedNet Income” shall mean the net income (excluding extraordinary items or thecumulative effect of accounting changes) of the Consolidated Group determinedon a consolidated basis in accordance with GAAP for (A) the applicableperiod of four consecutive fiscal quarters, for purposes of calculating theConsolidated Leverage Ratio and (B) the applicable fiscal quarter thenended, for purposes of calculating increases to the Consolidated Net Worthunder Section 7.05(b) .

 

“ConsolidatedNet Worth” means, as of any date, consolidated shareholders’ equity or networth of the Consolidated Group as determined in accordance with GAAP.

 

“ConsolidatedSubsidiary” shall mean, as to any Person, any Subsidiary of such Personwhich under the rules of GAAP consistently applied should have itsfinancial results consolidated with those of such Person for purposes offinancial accounting statements.

 

“ContractualObligation” means, as to any Person, any provision of any security****issued by such Person or of any agreement, instrument orother undertaking to which such Person is a party or by which it or any of itsproperty is bound.

 

“Control”means the possession, directly or indirectly, of the power to direct or causethe direction of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise. “Controlling”and “Controlled” have meanings correlative thereto. Without limiting thegenerality of the foregoing, for purposes of the definition of “Affiliate” and Section 5.12(b) hereof,a Person shall be deemed to be Controlled by another Person if such otherPerson possesses,

 

6

----

 

directly or indirectly,power to vote 10% or more of the securities having ordinary voting power forthe election of directors, managing general partners or the equivalent.

 

“ControlledGroup” shall mean as of the applicable date all members of a controlledgroup of corporations and all trades or businesses (whether or notincorporated) under common control which, together with the Borrower, aretreated as a single employer under Section 414 of the IRC.

 

“CourtOrder” means an order of the High Court of Justice sanctioning the Schemeunder section 425 of the Companies Act 1985.

 

“CreditAgreement” has the meaning provided in the recitals hereto, as the same maybe amended and modified from time to time.

 

“CreditDocuments” means this Credit Agreement, the Notes and the Fee Letter.

 

“CreditExtension” means each of the following: (a) a Borrowing and (b) theconversion of a Borrowing.

 

“DebtRating” means, as of any date of determination, the rating as determined byeither of the Rating Services of the Parent’s non-credit enhanced, seniorunsecured long-term debt.

 

“DebtorRelief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship,bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,receivership, insolvency, reorganization, or similar debtor relief Laws of theUnited States or the United Kingdom or other applicable jurisdictions from timeto time in effect and affecting the rights of creditors generally.

 

“Default”means any event, act or condition that constitutes and Event of Default orthat, with notice, the passage of time, or both, would constitute an Event ofDefault.

 

“DefaultRate” means an interest rate equal to (i) the Base Rate plus (ii) theApplicable Percentage, if any, applicable to Base Rate Loans plus (iii) 2%per annum; provided, however, that with respect to a EurocurrencyRate Loan, the Default Rate shall be an interest rate equal to the interestrate (including any Applicable Percentage and any Mandatory Cost Rate)otherwise applicable to such Loan plus 2% per annum.

 

“DefaultingLender” means any Lender that (a) has failed to fund any portion ofthe Loans required to be funded by it hereunder within one Business Day of thedate required to be funded by it hereunder and has not cured such failure priorto the date of determination, (b) has otherwise failed to pay over to theAdministrative Agent or any other Lender any other amount required to be paidby it hereunder within one Business Day of the date when due, unless thesubject of a good faith dispute, and has not cured such failure prior to thedate of determination, or (c) has been deemed insolvent or become thesubject of a bankruptcy or insolvency proceeding.

 

“Dollar”or “$” means the lawful currency of the United States.

 

“DollarEquivalent” means, at any time, (a) with respect to any amountdenominated in Dollars, such amount, and (b) with respect to any amountdenominated in the Alternative Currency, the equivalent amount thereof inDollars as determined by the Administrative Agent at such time on the basis ofthe Spot Rate (determined in respect of the most recent Revaluation Date) for thepurchase of Dollars with the Alternative Currency.

 

7

----

 

“DomesticSubsidiary” means any Subsidiary that is organized under the laws of anystate of the United States or the District of Columbia.

 

“EffectiveDate” means the date on which the conditions specified in Section 4.01are satisfied (or waived in accordance with Section 10.01), as suchsatisfaction (or waiver) is irrevocably evidenced by the notice from theAdministrative Agent to the Borrower referred to in the final paragraph of Section 4.01.

 

“EligibleAssignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) anApproved Fund; and (d) any other Person (other than a natural person)approved by (i) the Administrative Agent and (ii) unless an Event ofDefault has occurred and is continuing, the Borrower (each such approval not tobe unreasonably withheld or delayed); provided that notwithstanding theforegoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’sAffiliates or Subsidiaries; and providedfurther that an EligibleAssignee shall include only a Lender, an Affiliate of a Lender, an ApprovedFund or another Person which, through its Lending Offices, is capable oflending the Alternative Currency to the Borrower without the imposition of any Taxesor additional Taxes, as the case may be.

 

“EnvironmentalLaws” means any and all federal, state, local, and foreign statutes, laws,regulations, ordinances, rules, judgments, orders, decrees, permits,concessions, grants, franchises, licenses, agreements or governmentalrestrictions relating to pollution and the protection of the environment or therelease of any materials into the environment, including those related tohazardous substances or wastes, air emissions and discharges to waste or publicsystems.

 

“EquityTransaction” means, with respect to any member of the Consolidated Group,any issuance or sale of shares of its Capital Stock, other than an issuance (a) toa member of the Consolidated Group, (b) in connection with the grant or exerciseby a present or former employee, officer or director under a stock incentiveplan, stock option plan or other equity-based compensation plan or arrangementor (c) in connection with any joint venture arrangement or any purchase oracquisition of (x) more than 50% of the Capital Stock with ordinary votingpower of another Person or (y) all or substantially all of the property (otherthan Capital Stock) of another Person, whether or not involving a merger orconsolidation with such Person.

 

“ERISA”means the United States Employee Retirement Income Security Act of 1974.

 

“ERISAAffiliate” means any trade or business (whether or notincorporated) under common control with the Borrower within the meaning ofSection 414(b) or (c) of the IRC (and Sections 414(m) and(o) of the IRC for purposes of provisions relating to Section 412 of the IRC).

 

“ERISAEvent” means (a) a Reportable Event with respect to a Pension Plan; (b) awithdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subjectto Section 4063 of ERISA during a plan year in which it was a substantialemployer (as defined in Section 4001(a)(2) of ERISA) or a cessationof operations that is treated as such a withdrawal under Section 4062(e) ofERISA; (c) a complete or partial withdrawal by the Borrower or any ERISAAffiliate from a Multiemployer Plan or notification that a Multiemployer Planis in reorganization; (d) the filing of a notice of intent to terminate,the treatment of a Plan amendment as a termination under Sections 4041 or4041A of ERISA, or the commencement of proceedings by the PBGC to terminate aPension Plan or Multiemployer Plan; (e) an event or condition that wouldreasonably be expected to constitute grounds under Section 4042 of ERISAfor the termination of, or the appointment of a trustee to administer, anyPension Plan or Multiemployer

 

8

----

 

Plan; or (f) theimposition of any liability under Title IV of ERISA, other than for PBGCpremiums due but not delinquent under Section 4007 of ERISA, upon theBorrower or any ERISA Affiliate.

 

“Escrow Account” means an escrow accountestablished on the books of the Administrative Agent or another financialinstitution satisfactory to the Administrative Agent and in the name of theBorrower, and subject to terms and conditions satisfactory to theAdministrative Agent and the Borrower.

 

“EurocurrencyRate” means for any Interest Period with respect to a Eurocurrency RateLoan: the applicable Screen Rate for such Interest Period; or, if the applicableScreen Rate shall not be available, the rate per annum determined by theAdministrative Agent as the rate of interest at which deposits in the relevantcurrency for delivery on the first day of such Interest Period in Same DayFunds in the approximate amount of the Eurocurrency Rate Loan being made,continued or converted and with a term equivalent to such Interest Period wouldbe offered by the principal London office of the Administrative Agent (or oneof its affiliates) to major banks in the London or other offshore interbankmarket for such currency at their request at approximately 11:00 a.m.(London time) two Business Days prior to the first day of such Interest Period.

 

“EurocurrencyRate Loan” means a Loan that bears interest at a rate based on theEurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or inthe Alternative Currency. All Loans denominated in the Alternative Currencymust be Eurocurrency Rate Loans.

 

“EurocurrencyReserve Percentage” means, for any day during any Interest Period, thereserve percentage (expressed as a decimal, carried out to five decimal places)in effect on such day, whether or not applicable to any Lender, underregulations issued from time to time by the FRB for determining the maximumreserve requirement (including any emergency, supplemental or other marginalreserve requirement) with respect to eurocurrency funding (currently referredto as “eurocurrency liabilities”). The Eurocurrency Rate for each outstandingEurocurrency Rate Loan shall be adjusted automatically as of the effective dateof any change in the Eurocurrency Reserve Percentage.

 

“Eventof Default” has the meaning provided in Section 8.01.

 

“ExistingCredit Agreement” means the Credit Agreement dated as of June 15, 2004among the Borrower, the lenders party thereto and Bank of America, N.A., asadministrative agent, as amended from time to time.

 

“ExcludedTaxes” means, with respect to the Administrative Agent, any Lender or anyother recipient of any payment to be made by or on account of any obligation ofthe Borrower hereunder, (a) taxes imposed on or measured by its overallnet income (however denominated), and franchise taxes imposed on it (in lieu ofnet income taxes), (b) any branch profits taxes imposed by the UnitedStates or any similar tax imposed by any other jurisdiction in which theBorrower is subject to tax and (c) in the case of a Foreign Lender (otherthan an assignee pursuant to a request by the Borrower under Section 10.13),any withholding tax that is imposed on amounts payable to such Foreign Lenderat the time such Foreign Lender becomes a party hereto (or designates a newLending Office) or is attributable to such Foreign Lender’s failure or inability(other than as a result of a change in law following the time at which suchForeign Lender becomes a Lender hereunder) to comply with Section 3.01(e),except to the extent that such Foreign Lender (or its assignor, if any) wasentitled, at the time of designation of a new Lending Office (or assignment),to receive additional amounts from the Borrower with respect to suchwithholding tax pursuant to Section 3.01(a).

 

9

----

 

“ExtraordinaryReceipts” means the receipt by any member of the Consolidated Group of anytax refunds, indemnity payments or pension reversions.

 

“FederalFunds Rate” means, for any day, the rate per annum equal to the weightedaverage of the rates on overnight federal funds transactions with members ofthe Federal Reserve System arranged by federal funds brokers on such day, aspublished by the Federal Reserve Bank of New York on the Business Dayimmediately succeeding such day; provided that (a) if such day isnot a Business Day, the Federal Funds Rate for such day shall be such rate onsuch transactions on the immediately preceding Business Day as so published onthe immediately succeeding Business Day, and (b) if no such rate is sopublished on such immediately succeeding Business Day, the Federal Funds Ratefor such day shall be the average rate (rounded upward, if necessary, to thenext 1/100th of 1%) charged to                        on such day on such transactions as determined by the Administrative Agent.

 

“FeeLetter” means the letter agreement, dated May 11, 2005, among theBorrower, the Administrative Agent and the Arrangers.

 

“ForeignLender” means, with respect to the Borrower, any Lender that is not a “UnitedStates person” as defined by Section 7701(a)(30) of the IRC.

 

“FRB”means the Board of Governors of the Federal Reserve System of the UnitedStates.

 

“Fund”means any Person (other than a natural person) engaged in making, purchasing,holding or otherwise investing in commercial loans and similar extensions ofcredit in the ordinary course of its business.

 

“FundedDebt” means, as to any Person at a particular time, without duplication,all of the following, whether or not included as indebtedness or liabilities inaccordance with GAAP:

 

(a)                                  all obligations forborrowed money, whether current or long-term (including the Obligations hereunder),and all obligations evidenced by bonds, debentures, notes, loan agreements orother similar instruments;

 

(b)                                 all purchase moneyindebtedness, including indebtedness and obligations in respect of conditionalsales and title retention arrangements and the deferred purchase price ofproperty or services, but excluding customary conditional sales and titleretention arrangements with suppliers that are entered into in the ordinarycourse of business and trade accounts payable incurred in the ordinary courseof business and payable on customary trade terms;

 

(c)                                  all standby lettersof credit or acceptances or bank guaranties issued or created for the accountof such Person (excluding all performance or commercial letters of credit andperformance bank guaranties);

 

(d)                                 the AttributablePrincipal Amount of capital leases and Synthetic Leases;

 

(e)                                  the AttributablePrincipal Amount of Securitization Transactions;

 

(f)                                    all preferred stockand comparable equity interests providing for mandatory redemption, sinkingfund or other like payments;

 

(g)                                 Support Obligations inrespect of Funded Debt of another Person;

 

10

----

 

(h)                                 Funded Debt of anypartnership or joint venture or other similar entity in which such Person is ageneral partner or joint venturer, and, as such, has personal liability forsuch obligations, but only to the extent there is recourse to such Person forpayment thereof.

 

For purposes hereof, theamount of Funded Debt shall be determined (i) based on the outstandingprincipal amount in the case of borrowed money indebtedness under clause (a) andpurchase money indebtedness under clause (b), (ii) based on themaximum amount available to be drawn in the case of letter of creditobligations and the other obligations under clause (c), and (iii) basedon the amount of Funded Debt that is the subject of the Support Obligations inthe case of Support Obligations under clause (g).

 

“GAAP”means generally accepted accounting principles in effect in the United Statesas set forth in the opinions and pronouncements of the Accounting PrinciplesBoard and the American Institute of Certified Public Accountants and statementsand pronouncements of the Financial Accounting Standards Board from time totime applied on a consistent basis, subject to the provisions of Section 1.03.

 

“GovernmentalAuthority” means any nation or government, any state or other politicalsubdivision thereof, and any agency, authority, instrumentality, regulatorybody, court, administrative tribunal, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powersor functions of or pertaining to government.

 

“HazardousMaterials” means all explosive or radioactive substances or wastes and allhazardous or toxic substances, wastes or other pollutants, including petroleumor petroleum distillates, asbestos or asbestos-containing materials,polychlorinated biphenyls, radon gas, infectious or medical wastes and allother substances or wastes of any nature regulated pursuant to anyEnvironmental Law.

 

“Indebtedness”means, as to any Person at a particular time, without duplication, all of thefollowing, whether or not included as indebtedness or liabilities in accordancewith GAAP:

 

(a)                                  all Funded Debt;

 

(b)                                 net obligations underany Swap Contract;

 

(c)                                  Support Obligationsin respect of Indebtedness of another Person; and

 

(d)                                 Indebtedness of anypartnership or joint venture or other similar entity in which such Person is ageneral partner or joint venturer, and, as such, has personal liability forsuch obligations, but only to the extent there is recourse to such Person forpayment thereof.

 

For purposes hereof, theamount of Indebtedness shall be determined (i) based on Swap TerminationValue in the case of net obligations under Swap Contracts under clause (b) and(ii) based on the outstanding principal amount of the Indebtedness that isthe subject of the Support Obligations in the case of Support Obligations underclause (c).

 

“IndemnifiedTaxes” means Taxes other than Excluded Taxes.

 

“Indemnitees”has the meaning provided in Section 10.04(b).

 

“Information”has the meaning provided in Section 10.07.

 

11

----

 

“InitialFunding Date” means the date on which the Borrowing of the Acquisition Loansoccurs.

 

“InterestPayment Date” means, (a) as to any Base Rate Loan, the first BusinessDay after the end of each March, June, September and December, commencing June 30,2005, and the Termination Date, and (b) as to any Eurocurrency Rate Loan,the last Business Day of each Interest Period for such Loan, the date ofrepayment of principal of such Loan and the Termination Date, and in addition,where the applicable Interest Period exceeds three (3) months, the dateevery three (3) months after the beginning of such Interest Period. If anInterest Payment Date falls on a date that is not a Business Day, such InterestPayment Date shall be deemed to be the immediately succeeding Business Day.

 

“InterestPeriod” means, as to each Eurocurrency Rate Loan, the period commencing onthe date such Eurocurrency Rate Loan is disbursed or converted to or continuedas a Eurocurrency Rate Loan and ending on the date one (1) week or one(1), two (2), three (3) or six (6) months thereafter, as selected(subject to availability) by the Borrower in its Loan Notice; providedthat:

 

(a)                                  any Interest Periodthat would otherwise end on a day that is not a Business Day shall be extendedto the immediately succeeding Business Day unless such Business Day falls inanother calendar month, in which case such Interest Period shall end on theimmediately preceding Business Day;

 

(b)                                 any Interest Periodthat begins on the last Business Day of a calendar month (or on a day for whichthere is no numerically corresponding day in the calendar month at the end ofsuch Interest Period) shall end on the last Business Day of the calendar monthat the end of such Interest Period; and

 

(c)                                  no Interest Periodwith respect to any Loan shall extend beyond the Termination Date.

 

“Investment”means, as to any Person, any direct or indirect acquisition or investment bysuch Person, whether by means of (a) the purchase or other acquisition ofCapital Stock of another Person, (b) a loan, advance or capitalcontribution to, guaranty or assumption of debt of, or purchase or otheracquisition of any other debt or equity participation or interest in, anotherPerson, including any partnership or joint venture interest in such otherPerson, or (c) the purchase or other acquisition (in one transaction or aseries of transactions) of assets of another Person that constitute a businessunit. For purposes of covenant compliance, the amount of any Investment shallbe the amount actually invested, without adjustment for subsequent increases ordecreases in the value of such Investment.

 

“IRC”means the United States Internal Revenue Code of 1986, as amended from time totime.

 

“IRS”means the United States Internal Revenue Service.

 

“Laws”means, collectively, all international, foreign, federal, state and localstatutes, treaties, rules, guidelines, regulations, ordinances, codes andadministrative or judicial precedents or authorities, including theinterpretation or administration thereof by any Governmental Authority chargedwith the enforcement, interpretation or administration thereof, and allapplicable administrative orders, directed duties, licenses, authorizations andpermits of, and agreements with, any Governmental Authority.

 

“Lender”means each of the Persons identified as a “Lender” on the signature pages heretoand Persons who, pursuant to the terms of this Credit Agreement, becomesuccessors and assigns of the foregoing.

 

12

----

 

“LendingOffice” means, as to any Lender, the office or offices of such Lender setforth in such Lender’s Administrative Questionnaire or such other office oroffices as a Lender may from time to time notify the Borrower and theAdministrative Agent.

 

“Lien”means any mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance, lien (statutory or other), charge, or preference, priority orother security interest or preferential arrangement of any kind or naturewhatsoever (including any conditional sale or other title retention agreement, andany financing lease having substantially the same economic effect as any of theforegoing).

 

“Loan”means any loan made pursuant to Section 2.01 and the Base RateLoans and Eurocurrency Rate Loans comprising such loans.

 

“LoanNotice” means a notice of (a) a Borrowing of Loans, (b) aconversion of Loans from one Type to the other, or (c) a continuation ofEurocurrency Rate Loans, which, if in writing, shall be substantially in theform of Exhibit 2.02.

 

“Major Default” means:

 

(i) any of the Events of Default set forth in:

 

(a)                                  Section 8.01(a) or (b),

 

(b)                                 with respect of the Borrower or anySubsidiary which is not a member of the Target Group, Section 8.01(e),(f), (g), (h) or (l); or

 

(ii) the Borrower’s failure to observe orperform any covenant, condition or agreement in Section 6.12 (excludingSections 6.12(b) and 6.12(d)), 7.01, 7.02, 7.04, 7.08 or 7.09 (excluding Section 7.09(c))in relation to the Borrower or any Subsidiary that is not a member of theTarget Group.

 

“MandatoryCost Rate” means, with respect to any period, a rate per annum determinedin accordance with Schedule 3.03.

 

“MaterialAdverse Effect” means a material adverse effect upon (a) the financialcondition, operations or properties of the Consolidated Group taken as a whole,(b) the ability of the Borrower to perform in any material respect underany Credit Document or (c) the validity or enforceability against theBorrower of any Credit Document.

 

“Moody’s”means Moody’s Investors Service, Inc. and any successor thereto.

 

“MultiemployerPlan” means any employee benefit plan of the type described in Section 4001(a)(3) ofERISA, to which the Borrower or any ERISA Affiliate makes or is obligated tomake contributions, or during the preceding five plan years, has made or beenobligated to make contributions.

 

“Net Cash Proceeds” means, with respect toany Reduction Event, (a) an amount equal to the cash proceeds received by theBorrower or any of its Subsidiaries in respect of such Reduction Event,including any cash received in respect of any non-cash proceeds, but only asand when received, in each case net of (b) the sum of (i) allreasonable costs, commissions, fees and out-of-pocket expenses paid by suchPerson to third parties (other than Affiliates) in connection with such event(including, without

 

13

----

 

limitation, attorneys’fees, investment banking fees, underwriting discounts and commissions), (ii) inthe case of a Reduction Event arising from an Asset Disposition, the amount ofall payments required to be made by such Person as a result of such event (x) torepay Indebtedness (other than Loans) secured by such asset or otherwisesubject to mandatory prepayment as a result of such event, (y) to redeem minorityinterests in such asset, and (z) to make cash payments reasonably required inconnection with the termination of leases and other contracts not assumed bythe purchaser of such asset (iii) in the case of a Reduction Event arisingfrom an Asset Disposition, the amount of all taxes paid (or reasonablyestimated to be payable) by such Person, and the amount of any reservesestablished by such Person to fund contingent liabilities reasonably estimatedto be payable, in each case during the year that such Reduction Event occurredor the next succeeding year and that are directly attributable to suchReduction Event (as determined reasonably and in good faith by a ResponsibleOfficer of the Borrower).

 

“Notes”means the promissory notes, if any, given to evidence the Loans, as amended, restated,modified, supplemented, extended, renewed or replaced. A form of Note isattached as Exhibit 2.11.

 

“Obligations”means, without duplication, (a) all advances to, and debts, liabilities,obligations, covenants and duties of, the Borrower arising under any CreditDocument or otherwise with respect to any Loan, whether direct or indirect(including those acquired by assumption), absolute or contingent, due or tobecome due, now existing or hereafter arising and including interest and feesthat accrue after the commencement by or against the Borrower or any othermember of the Consolidated Group of any proceeding under any Debtor Relief Lawsnaming such Person as the debtor in such proceeding, regardless of whether suchinterest and fees are allowed claims in such proceeding and (b) solely forthe purposes of Sections 7.01 and 8.03 hereof and the definitionof Permitted Funded Debt hereunder, all obligations under any Swap Contractbetween the Borrower and any Lender or Affiliate of a Lender to the extentpermitted hereunder.

 

“OrganizationDocuments” means, (a) with respect to any corporation, the certificateor articles of incorporation and the bylaws (or equivalent or comparableconstitutive documents with respect to any non-U.S. jurisdiction); (b) withrespect to any limited liability company, the certificate or articles offormation or organization and operating agreement (or equivalent or comparableconstitutive documents with respect to any non-U.S. jurisdiction); and (c) withrespect to any partnership, joint venture, trust or other form of businessentity, the partnership, joint venture or other applicable agreement offormation or organization (or equivalent or comparable constitutive documentswith respect to any non-U.S. jurisdiction) and any agreement, instrument,filing or notice with respect thereto filed in connection with its formation ororganization with the applicable Governmental Authority in the jurisdiction ofits formation or organization and, if applicable, any certificate or articlesof formation or organization of such entity.

 

“OtherTaxes” means all present or future stamp or documentary taxes or any otherexcise or property taxes, charges or similar levies arising from any paymentmade hereunder or under any other Credit Document or from the execution,delivery or enforcement of, or otherwise with respect to, this Credit Agreementor any other Credit Document; provided that the term “Other Taxes” shallnot include Excluded Taxes.

 

“OutstandingAmount” means, on any date, the Dollar Equivalent of the aggregateoutstanding principal amount of Loans after giving effect to any Borrowings andprepayments or repayments of Loans.

 

“OutstandingObligations” means, as of any date, and giving effect to making any Credit Extensionsrequested on such date and all payments, repayments and prepayments made onsuch date, (a) when reference

 

14

----

 

is made to all Lenders,the aggregate outstanding principal amount of all Loans, and (b) whenreference is made to one Lender, the aggregate outstanding principal amount ofall Loans made by such Lender.

 

“OvernightRate” means, for any day, (a) with respect to any amount denominatedin Dollars, the greater of (i) the Federal Funds Rate and (ii) anovernight rate determined by the Administrative Agent as the case may be, inaccordance with banking industry rules on interbank compensation and (b) withrespect to any amount denominated in the Alternative Currency, the rate ofinterest per annum at which overnight deposits in the Alternative Currency, inan amount approximately equal to the amount with respect to which such rate isbeing determined, would be offered for such day by an affiliate of theAdministrative Agent located in the applicable interbank market for suchcurrency to major banks in such interbank market.

 

“Panel”means the Panel on Takeovers and Mergers under the City Code and includes theexecutive of the Panel and its appeals committee.

 

“Parent”shall mean Sabre Holdings Corporation, a Delaware corporation.

 

“Participant”has the meaning provided in Section 10.06(d).

 

“PBGC”means the Pension Benefit Guaranty Corporation.

 

“PensionPlan” means any “employee pension benefit plan” (as such term is defined inSection 3(2) of ERISA), other than a Multiemployer Plan, that issubject to Title IV of ERISA and is sponsored or maintained by theBorrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliatecontributes or has an obligation to contribute, or in the case of a multipleemployer or other plan described in Section 4064(a) of ERISA, hasmade contributions at any time during the immediately preceding five planyears.

 

“PermittedFunded Debt” means (a) any Support Obligation of a Subsidiary inrespect of Funded Debt of the Parent (or any other member of the ConsolidatedGroup) if the obligor under such Support Obligation enters into the same (orequivalent) Support Obligation in respect of the Obligations and (b) anyFunded Debt owed by any Subsidiary to the Borrower or any other Subsidiary.

 

“PermittedSecuritization Transaction” shall mean any Securitization Transaction; providedthat such Securitization Transaction (a) is in a principal amount notexceeding $400 million and (b) is either (i) nonrecourse to theBorrower and its Subsidiaries and is on market terms and conditions or (ii) (A) theAdministrative Agent shall be reasonably satisfied with the structure anddocumentation for any such transaction and that the terms of such transactionentered into after the Effective Date, including the discount applicable to thereceivables which are the subject of such financing and any termination events,shall be (in the good faith understanding of the Administrative Agent)consistent with those prevailing in the market at the time of commitmentthereto for similar transactions involving a receivables originator/servicer ofsimilar credit quality and a receivables pool or other similar characteristicsand (B) the documentation for such transaction shall not be amended ormodified in a way which is materially detrimental to the Lenders hereunderwithout the prior written approval of the Administrative Agent and the RequiredLenders.

 

“Person”means any natural person, corporation, limited liability company, trust, jointventure, association, company, partnership, Governmental Authority or otherentity.

 

15

----

 

“Plan”means any “employee benefit plan” (as such term****isdefined in Section 3(3) of ERISA) established by the Borrower or,with respect to any such plan that is subject to Section 412 of the IRC orTitle IV of ERISA, any ERISA Affiliate.

 

“PressRelease” means the press release issued by Sabre UK under Rule 2.5 ofthe City Code announcing Sabre UK’s intention to make an offer for the Target,in the form approved by the Administrative Agent (acting reasonably).

 

“Property”means an interest of any kind in any property or asset, whether real, personalor mixed, and whether tangible or intangible.

 

“RatingServices” means S&P and Moody’s.

 

“ReductionEvent”  means any of the followingoccurring on or after the date hereof:

 

(i)  any AssetDisposition resulting in aggregate Net Cash Proceeds exceeding $200,000,000 forany single Asset Disposition or $200,000,000 in the aggregate for all AssetDispositions occurring on or after the date hereof; and

 

(ii)  any CapitalMarkets Transaction.

 

“Register”has the meaning provided in Section 10.06(c).

 

“RelatedParties” means, with respect to any Person, such Person’s Affiliates andthe partners, directors, officers, employees, agents and advisors of suchPerson and of such Person’s Affiliates.

 

“ReportableEvent” means any of the events set forth in Section 4043(c) ofERISA, other than events for which the thirty-day notice period has beenwaived.

 

“RequiredLenders” means, as of any date of determination, Lenders having more thanfifty percent (50%) of the Aggregate Commitments or, if the Commitments shallhave expired or been terminated, Lenders holding in the aggregate more than 50%of the Outstanding Obligations; provided that the commitments of, andthe portion of the Loans held or deemed held by, any Defaulting Lender shall beexcluded for purposes of making a determination of Required Lenders.

 

“Requirementsof Law” means, as to any Person, any law, treaty, rule, regulation orordinance (including, Environmental Laws) or determination of an arbitrator ora court or other Governmental Authority, in each case applicable to or bindingupon such Person or to which any of its material property is subject.

 

“ResponsibleOfficer” means the chief executive officer, president, chief financialofficer, corporate secretary (except with regard to the execution of aCompliance Certificate), treasurer or assistant treasurer of the Borrower. Anydocument delivered hereunder that is signed by a Responsible Officer of the Borrowershall be conclusively presumed to have been authorized by all necessarycorporate, partnership and/or other action on the part of the Borrower and suchResponsible Officer shall be conclusively presumed to have acted on behalf of theBorrower.

 

“RestrictedFunded Debt” means any Funded Debt of a Subsidiary other than PermittedFunded Debt.

 

16

----

 

“RestrictedPayment” means any dividend or other distribution (whether in cash,securities or other property) with respect to any Capital Stock of any memberof the Consolidated Group, or any payment (whether in cash, securities or otherproperty), including any sinking fund or similar deposit, on account of thepurchase, redemption, retirement, acquisition, cancellation or termination ofany such Capital Stock or of any option, warrant or other right to acquire anysuch Capital Stock.

 

“RevaluationDate” means each of the following: (i) each date of a Borrowing of aEurocurrency Rate Loan denominated in the Alternative Currency, (ii) eachdate of a continuation of a Eurocurrency Rate Loan denominated in the AlternativeCurrency pursuant to Section 2.02 and (iii) such additionaldates as the Administrative Agent or the Required Lenders shall specify.

 

“S&P”means Standard & Poor’s Ratings Services, a division of The McGraw-HillCompanies, Inc. and any successor thereto.

 

“SabreUK” means Travelocity Europe Limited, a company organized under the laws ofEngland and Wales.

 

“Saleand Leaseback Transaction” means, with respect to the Borrower or anySubsidiary, any arrangement, directly or indirectly, with any Person (otherthan the Borrower) whereby the Borrower or such Subsidiary shall sell ortransfer any property, real or personal, used or useful in its business,whether now owned or hereafter acquired, and thereafter rent or lease suchproperty or other property that it intends to use for substantially the samepurpose or purposes as the property being sold or transferred.

 

“SameDay Funds” means (a) with respect to disbursements and payments inDollars, immediately available funds, and (b) with respect to disbursementsand payments in the Alternative Currency, same day or other funds as may bedetermined by the Administrative Agent to be customary in the place ofdisbursement or payment for the settlement of international bankingtransactions in the Alternative Currency.

 

“Scheme”means a scheme of arrangement pursuant to section 425 of the Companies Act1985 as contemplated in the Press Release and when it is issued, the Circular,as the same may be amended in a manner or to an extent that is not prohibitedby this Credit Agreement.

 

“Scheme Cancellation Date” means the earliestof:

 

(i)                                      the date on which the Scheme lapses or iswithdrawn; and

 

(ii)                                 the date falling 180 days after the date ofissue of the Press Release if the Scheme Effective Date has not occurred bysuch date.

 

“SchemeDocumentation” means each of:

 

(i)                                     the Circular, including the notices of CourtMeetings and of any extraordinary general meeting of the Target set forththerein;

 

(ii)                                  the resolutions of such extraordinary generalmeeting;

 

(iii)                               the Press Release;

 

17

----

 

(iv)                              any other document required pursuant to theCity Code in relation to the Scheme; and

 

(v)                                 any other document, notice or resolutionrequired pursuant to, or in connection with, the Scheme.

 

For purposes of this definition, “Court Meetings”means the meeting(s) of the shareholders of the Target convened by order of theHigh Court of Justice to consider and vote on whether to approve the Schemepursuant to section 425 of the Companies Act 1985 (and, if applicable, anyadjournment of any such meeting or any further such meeting(s) convened forsuch purpose).

 

“Scheme Effective Date” means the date onwhich the Court Order (or an office copy of the Court Order) is filed with theRegistrar of Companies in England and Wales for registration pursuant to sub-section 3of section 425 of the Companies Act 1985.

 

“Screen Rate” means, for any Interest Period:

 

(a)                                              therate per annum equal to the rate determined by the Administrative Agent to bethe offered rate that appears on the page of the Dow Jones Market Service(formerly known as Telerate) screen (or any successor thereto) that displays anaverage British Bankers Association Interest Settlement Rate for deposits inthe relevant currency (for delivery on the first day of such Interest Period)with a term equivalent to such Interest Period, determined as of approximately11:00 a.m. (London time) two (2) Business Days prior to the first dayof such Interest Period; or

 

(b)                                 ifthe rate referenced in the preceding clause (a) does not appear on such page orservice or such page or service shall cease to be available, the rate perannum equal to the rate determined by the Administrative Agent to be theoffered rate on such other page or other service that displays an averageBritish Bankers Association Interest Settlement Rate for deposits in therelevant currency (for delivery on the first day of such Interest Period) witha term equivalent to such Interest Period, determined as of approximately 11:00 a.m.(London time) two (2) Business Days prior to the first day of suchInterest Period.

 

“SEC”means the United States Securities and Exchange Commission, or any GovernmentalAuthority succeeding to any of its principal functions.

 

“SecuritizationTransaction” means any financing or factoring or similar transaction (orseries of such transactions) entered by any member of the Consolidated Grouppursuant to which such member of the Consolidated Group may sell, convey orotherwise transfer, or grant a security interest in, accounts, payments,receivables, rights to future lease payments or residuals or similar rights topayment (the “Securitization Receivables”) to a special purposesubsidiary or affiliate (a “Securitization Subsidiary”) or any otherPerson.

 

“Settlement Account” means the bank accounteither in the name of the Borrower, Sabre UK or the Target’s registrar and heldwith an entity acceptable to the Administrative Agent (acting reasonably)(provided that if the account is in the name of the Target’s registrar, suchregistrar has agreed to hold moneys standing to the credit of that account ontrust for the Borrower or Sabre UK pending their application in accordance withthe provisions of the Circular), as being the account into which the paymentsrelating to Target shares pursuant to the Scheme are to be made.

 

18

----

 

“Specified Target Group Obligations” means (i) theEUR 102,582,000 6% convertible bonds due September 12, 2008 issued by theTarget and constituted by a trust deed dated September 11, 2003, (ii) obligationsin respect of the working capital facility documented pursuant to a letteragreement dated January 20, 2005 by Royal Bank of Scotland as lender tothe Target and certain of its subsidiaries as borrowers, (iii) theobligations of any member of the Target Group in respect of its equity interests(including warrants, options or other rights or obligations to acquire suchinterests), (iv) any other obligation of any member of the Target Group that(x) is identified in writing to the Administrative Agent within 90 days afterthe Conditions Precedent Satisfaction Date and (y) is required to be or shouldbe (as determined by the Borrower in its commercially reasonable judgment) repaid,refinanced, defeased or otherwise retired in connection with the Acquisitionand (v) costs, fees and expenses incurred in connection with therepayment, refinancing, defeasances or retirement of any of the foregoing.

 

“SpotRate” for a currency means the rate determined by the Administrative Agentto be the rate quoted by it as the spot rate for the purchase by it of suchcurrency with another currency through its principal foreign exchange tradingoffice at approximately 11:00 a.m. on the date two (2) Business Daysprior to the date as of which the foreign exchange computation is made; provided**that the Administrative Agent may obtain such spot ratefrom another financial institution designated by the Administrative Agent if itdoes not have as of the date of determination a spot buying rate for suchcurrency.

 

“Subsidiary”of a Person means a corporation, partnership, joint venture, limited liabilitycompany or other business entity of which a majority of the shares ofsecurities or other interests having ordinary voting power for the election ofdirectors or other governing body (other than securities or interests havingsuch power only by reason of the happening of a contingency) are at the timebeneficially owned, or the management of which is otherwise controlled,directly, or indirectly through one or more intermediaries, or both, by suchPerson. Unless otherwise provided, “Subsidiary” shall refer to a Subsidiary of theBorrower. Notwithstanding the foregoing, the parties hereto acknowledge andagree that neither Sabre Sociedad Technologica S.A. de CV nor its current orfuture subsidiaries is a Subsidiary of the Borrower.

 

“SupportObligations” means, as to any Person, any (a) any obligation,contingent or otherwise, of such Person guaranteeing or having the economiceffect of guaranteeing any Indebtedness or Funded Debt payable by anotherPerson (the “primary obligor”) in any manner, whether directly or indirectly,and including any obligation of such Person, direct or indirect, (i) topurchase or pay (or advance or supply funds for the purchase or payment of)such Indebtedness or Funded Debt, (ii) to purchase or lease property,securities or services for the purpose of assuring the obligee in respect ofsuch Indebtedness or Funded Debt of the payment or performance of suchIndebtedness or Funded Debt, (iii) to maintain working capital, equitycapital or any other financial statement condition or liquidity or level ofincome or cash flow of the primary obligor so as to enable the primary obligorto pay such Indebtedness or Funded Debt, or (iv) entered into for thepurpose of assuring in any other manner the obligee in respect of suchIndebtedness or Funded Debt of the payment or performance thereof or to protectsuch obligee against loss in respect thereof (in whole or in part), or (b) anyLien on any assets of such Person securing any Indebtedness or Funded Debt ofany other Person, whether or not such Indebtedness or Funded Debt is assumed bysuch Person. The amount of any Support Obligations shall be deemed to be anamount equal to the stated or determinable amount of the related primaryobligation, or portion thereof, in respect of which such Support Obligation ismade or, if not stated or determinable, the maximum reasonably anticipatedliability in respect thereof as determined by the guaranteeing Person in goodfaith.

 

“SwapContract” means (a) any and all rate swap transactions, basis swaps,credit derivative transactions, forward rate transactions, commodity swaps,commodity options, forward commodity contracts, equity or equity index swaps oroptions, bond or bond price or bond index swaps or options or

 

19

----

 

forward bond or forwardbond price or forward bond index transactions, interest rate options, forwardforeign exchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swaptransactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any optionsto enter into any of the foregoing), whether or not any such transaction is governedby or subject to any master agreement, and (b) any and all transactions ofany kind, and the related confirmations, that are subject to the terms andconditions of, or governed by, any form of master agreement published by theInternational Swaps and Derivatives Association, Inc., any InternationalForeign Exchange Master Agreement, or any other master agreement (any suchmaster agreement, together with any related schedules, a “Master Agreement”),including any such obligations or liabilities under any Master Agreement.

 

“SwapTermination Value” means, in respect of any one or more Swap Contracts,after taking into account the effect of any legally enforceable nettingagreement relating to such Swap Contracts, (a) for any date on or afterthe date such Swap Contracts have been closed out and termination valuesdetermined in accordance therewith, such termination values, and (b) forany date prior to the date referenced in clause (a), the amountsdetermined as the mark-to-market values for such Swap Contracts, as determinedbased upon one or more mid-market or other readily available quotationsprovided by any recognized dealer in such Swap Contracts (which may include aLender or any Affiliate of a Lender).

 

“SwitchDate” has the meaning set forth in Section 2.13.

 

“SyntheticLease” means any synthetic lease, tax retention operating lease,off-balance sheet loan or similar off-balance sheet financing arrangement thatis considered borrowed money indebtedness for tax purposes but is classified asan operating lease under GAAP.

 

“Target”means Lastminute.com Plc, a company organized under the laws of England andWales.

 

“TargetGroup” means the Target and each of its Subsidiaries.

 

“Taxes”means all present or future taxes, levies, imposts, duties, deductions,withholdings, assessments, fees or other charges imposed by any GovernmentalAuthority, including any interest, additions to tax or penalties applicablethereto.

 

“TerminationDate” means August 12, 2006**.**

 

“Transactions” means the execution, deliveryand performance by the Borrower of this Credit Agreement and the other CreditDocuments, the borrowing of Loans, the use of the proceeds thereof, theconsummation of the Acquisition and the other transactions contemplated by theScheme.

 

“Type”means, with respect to any Loan, its character as a Base Rate Loan or aEurocurrency Rate Loan.

 

“UnfundedPension Liability” means the excess of a Pension Plan’s “AccumulatedBenefit Obligation”, determined as of a required measurement date in accordancewith the Financial Accounting Standards Board Statement No. 87, over thefair market value of that Pension Plan’s assets as of such measurement date.

 

“UnitedStates” or “U.S.” means the United States of America.

 

20

----

 

**1.02****                        InterpretiveProvisions.**

 

With reference to this Credit Agreement andeach other Credit Document, unless otherwise provided herein or in such otherCredit Document:

 

(a)                                  Themeanings of defined terms are equally applicable to the singular and plural formsof the defined terms.

 

(b)                                 (i)                                     Thewords “herein,” “hereto,” “hereof” and “hereunder”and words of similar import when used in any Credit Document shall refer tosuch Credit Document as a whole and not to any particular provision thereof.

 

(ii)                                  Unless otherwiseprovided or required by context, Article, Section, Exhibit and Schedule referencesare to the Credit Document in which such reference appears.

 

(iii)                               The term “including”is by way of example or clarification, and not limitation.

 

(iv)                              The term “documents”includes any and all instruments, documents, agreements, certificates, notices,reports, financial statements and other writings, however evidenced, whether inphysical or electronic form.

 

(c)                                  Inthe computation of periods of time from a specified date to a later specifieddate, the word “from” means “from and including”; the words “to”and “until” each mean “to but excluding”; and the word “through”means “to and including.”

 

(d)                                 Section headingsherein and in the other Credit Documents are included for convenience ofreference only and shall not affect the interpretation of this Credit Agreementor any other Credit Document.

 

**1.03****                        AccountingTerms and Provisions.**

 

(a)                                  Allaccounting terms not specifically or completely defined herein shall beconstrued in conformity with, and all financial data (including financialratios and other financial calculations) required to be submitted pursuant tothis Credit Agreement shall be prepared in conformity with, GAAP applied on aconsistent basis, as in effect from time to time, applied in a mannerconsistent with that used in preparing the audited financial statementsreferenced in Section 5.11, except as otherwise specificallyprescribed herein.

 

(b)                                 Ifat any time any change in GAAP or in the consistent application thereof wouldaffect the computation of any financial ratio or requirement set forth in anyCredit Document, and either the Borrower or the Required Lenders shall objectin writing to determining compliance based on such change, then such computationsshall continue to be made on a basis consistent with the most recent financialstatements filed by the Parent with the SEC as to which no such objection hasbeen made.

 

**1.04****                        Rounding.**

 

Any financial ratios required to bemaintained pursuant to this Credit Agreement shall be calculated by dividingthe appropriate component by the other component, carrying the result to oneplace more than the number of places by which such ratio is expressed hereinand rounding the result up or down to the nearest number (with a rounding-up ifthere is no nearest number).

 

21

----

 

**1.05****                        Referencesto Agreements and Laws.**

 

Unless otherwise expressly provided herein, (a) referencesto Organization Documents, agreements (including the Credit Documents) andother contractual instruments shall be deemed to include all subsequentamendments, restatements, extensions, supplements and other modificationsthereto, but only to the extent that such amendments, restatements, extensions,supplements and other modifications are not prohibited by any Credit Document;and (b) references to any Law shall include all statutory and regulatoryprovisions consolidating, amending, replacing, supplementing or interpretingsuch Law.

 

**1.06****                        Timesof Day.**

 

Unless otherwise provided, all referencesherein to times of day shall be references to Eastern time (daylight orstandard, as applicable).

 

**1.07****                        ExchangeRates; Currency Equivalents.**

 

(a)                                  TheAdministrative Agent shall determine the Spot Rates as of each Revaluation Dateto be used for calculating Dollar Equivalent amounts of Credit Extensions andOutstanding Amounts denominated in the Alternative Currency. Such Spot Ratesshall become effective as of such Revaluation Date and shall be the Spot Ratesemployed in converting any amounts between the applicable currencies until thenext Revaluation Date to occur. Except for purposes of financial statementsdelivered hereunder, calculating financial covenants hereunder and as otherwiseprovided herein, the applicable amount of any currency for purposes of theCredit Documents shall be such Dollar Equivalent amount as so determined by theAdministrative Agent.

 

(b)                                 Whereverin this Credit Agreement in connection with a Borrowing, conversion,continuation or prepayment of a Loan, an amount, such as a required minimum ormultiple amount, is expressed in Dollars, but such Borrowing is denominated inthe Alternative Currency, such amount shall be the Alternative CurrencyEquivalent of such Dollar amount (rounded to the nearest 1,000 units of theAlternative Currency), as determined by the Administrative Agent.

 

# **ARTICLE II  COMMITMENTS AND CREDIT EXTENSIONS**

# ** **

**2.01****                        Commitments.**

 

Subject to the terms and conditions set forthherein, during the Availability Period, each Lender severally agrees to makeloans (“Loans”) to the Borrower in Dollars or the Alternative Currencyon any Business Day; provided that after giving effect to any such Loan,with regard to each Lender individually, such Lender’s Commitment Percentage ofLoans shall not exceed its Commitment as in effect at such time. Loans mayconsist of Base Rate Loans, Eurocurrency Rate Loans, or a combination thereof,as the Borrower may request. The Commitments are not revolving in nature, andLoans that are prepaid or repaid may not be reborrowed. Loans may be used forthe purposes set forth in Section 6.11.

 

22

----

 

**2.02****                        Borrowings,Conversions and Continuations.**

 

(a)                                  EachBorrowing, each conversion of Loans from one Type to the other, and eachcontinuation of Eurocurrency Rate Loans shall be made upon the Borrower’sirrevocable notice to the Administrative Agent, which may be given by telephone.Each such notice must be received by the Administrative Agent not later than11:00 a.m. (i) three (3) Business Days prior to the requesteddate of any Borrowing of, conversion to or continuation of Eurocurrency RateLoans denominated in Dollars or of any conversion of Eurocurrency Rate Loansdenominated in Dollars to Base Rate Loans, (ii) four (4) BusinessDays prior to the requested date of any Borrowing of, conversion to orcontinuation of Eurocurrency Rate Loans denominated in the Alternative Currencyor of any conversion of Eurocurrency Rate Loans denominated in the AlternativeCurrency to Base Rate Loans and (iii) on the requested date of anyBorrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuantto this Section 2.02(a) must be confirmed promptly by deliveryto the Administrative Agent of a written Loan Notice, appropriately completedand signed by a Responsible Officer of the Borrower. Each Borrowing, conversionor continuation shall be in a principal amount of (i) with respect toEurocurrency Rate Loans denominated in Dollars, $5 million or a whole multipleof $1 million in excess thereof or (ii) with respect to Eurocurrency RateLoans denominated in the Alternative Currency, £5 million or a whole multipleof £1 million in excess thereof or (iii) with respect to Base Rate Loans,$1 million or a whole multiple of $100,000 in excess thereof. Each Loan Notice(whether telephonic or written) shall specify (i) whether such request isfor a Borrowing, conversion, or continuation, (ii) the requested date ofsuch Borrowing, conversion or continuation (which shall be a Business Day), (iii) theprincipal amount of Loans to be borrowed, converted or continued, (iv) theType of Loans to be borrowed, converted or continued, and (v) ifapplicable, the duration of the Interest Period with respect thereto.

 

If the Borrower fails to specify a Type ofLoan in a Loan Notice, then such Loan shall be made as a Base Rate Loan. If theBorrower requests a Borrowing of, conversion to, or continuation ofEurocurrency Rate Loans in any Loan Notice, but fails to specify an Interest Period,it will be deemed to have specified an Interest Period of one (1) month. Ifthe Borrower fails to give a timely notice requesting a conversion orcontinuation of a Eurocurrency Rate Loan, then such Eurocurrency Rate Loanshall be converted to a Base Rate Loan on the last day of the Interest Periodapplicable thereto, provided, however, that in the case of a failure totimely request a continuation of a Loan denominated in the AlternativeCurrency, such Loan shall be continued as a Eurocurrency Rate Loan in itsoriginal currency with an Interest Period of one (1) month. No Loan may beconverted into or continued as a Loan denominated in a different currency, butinstead must be prepaid in the original currency of such Loan and reborrowed inthe other currency.

 

(b)                                 Followingreceipt of a Loan Notice, the Administrative Agent shall promptly notify eachLender of the amount of its Commitment Percentage of the applicable Loans, andif no timely notice of a conversion or continuation is provided by the Borrower,the Administrative Agent shall notify each Lender of the details of anyautomatic conversion to Base Rate Loans or continuation of Loans denominated inthe Alternative Currency, in each case as described in the preceding subsection.In the case of a Borrowing, each Lender shall make the amount of its Loanavailable to the Administrative Agent in Same Day Funds at the AdministrativeAgent’s Office for the Applicable Currency not later than 1:00 p.m. in thecase of any Loan denominated in Dollars, and not later than the Applicable Timespecified by the Administrative Agent in the case of any Loan denominated inthe Alternative Currency, in each case on the Business Day specified in theapplicable Loan Notice. Upon satisfaction and/or waiver (as applicable) of theapplicable conditions set forth in Section 4.02, the AdministrativeAgent shall make all funds so received available to the Borrower (or to theBorrower’s designee) in like funds as received by the Administrative Agent bywire transfer of such funds to the Settlement Account.

 

23

----

 

(c)                                  Exceptas otherwise provided herein, without the consent of the Required Lenders, (i) aEurocurrency Rate Loan may be continued or converted only on the last day of anInterest Period for such Eurocurrency Rate Loan and (ii) any conversioninto a Eurocurrency Rate Loan may be made only if the conditions to CreditExtensions in Section 4.03 have been satisfied. During theexistence of a Default or Event of Default, (A) no Loan may be requestedas, converted to or continued as a Eurocurrency Rate Loan and (B) at therequest of the Required Lenders, (1) any outstanding Eurocurrency RateLoans denominated in Dollars shall be converted immediately****toBase Rate Loans and (2) any outstanding Eurocurrency Rate Loansdenominated in the Alternative Currency shall be converted immediately****to Dollar-denominated Base Rate Loans.

 

(d)                                 TheAdministrative Agent shall promptly notify the Borrower and the Lenders of theinterest rate applicable to any Interest Period for Eurocurrency Rate Loansupon determination of such interest rate. At any time that Base Rate Loans areoutstanding, the Administrative Agent shall notify the Borrower and the Lendersof any change in Bank of America, N.A.’s prime rate used in determining theBase Rate promptly following the public announcement of such change.

 

(e)                                  Aftergiving effect to all Borrowings, all conversions of Loans from one Type to theother, and all continuations of Loans as the same Type, there shall not be morethan five (5) Interest Periods in effect with respect to Loans.

 

(f)                                    Uponrequest of the Borrower and submission of the appropriate account informationto the Administrative Agent, the Borrower may direct that Eurocurrency RateLoans be deposited into the account of a Subsidiary of the Borrower.

 

**2.03****                        Repaymentof Loans.**

 

The Borrower shall repay to the Lenders theOutstanding Amount of Loans on the Termination Date.

 

**2.04****                        Prepayments.**

 

(a)                                  VoluntaryPrepayments. The Loans may be repaid in whole or in part without premium orpenalty (except, in the case of Loans other than Base Rate Loans, amountspayable pursuant to Section 3.05); provided that:  (A) notice thereof must be received by11:00 a.m. by the Administrative Agent at least (1) three (3) BusinessDays prior to the date of prepayment, in the case of Eurocurrency Rate Loansdenominated in Dollars, (2) four (4) Business Days prior to the dateof prepayment, in the case of Eurocurrency Rate Loans denominated in theAlternative Currency, and (3) on the date of prepayment, in the case ofBase Rate Loans, and (B) any such prepayment shall be a minimum principalamount of $5 million and integral multiples of $1 million in excess thereof, inthe case of Eurocurrency Rate Loans denominated in Dollars, £5 million andintegral multiples of £1 million in excess thereof, in the case of EurocurrencyRate Loans denominated in the Alternative Currency, and $500,000 and integralmultiples of $100,000 in excess thereof, in the case of Base Rate Loans, or, ineach case, the entire remaining principal amount thereof, if less. Each suchnotice of voluntary prepayment hereunder shall be irrevocable and shall specifythe date and amount of prepayment and the Loans and Types of Loans that arebeing prepaid. The Administrative Agent will give prompt notice to theapplicable Lenders of any prepayment on the Loans and the Lender’s interesttherein. Prepayments of Eurocurrency Rate Loans hereunder shall be accompaniedby accrued interest thereon and breakage or other amounts due, if any, under Section 3.05.

 

24

----

 

(b)                                 MandatoryPrepayments. Subject to Section 2.04(d), on any date after the end of the Certain FundsPeriod on which any Net Cash Proceeds are received by or on behalf of theBorrower or any of its Subsidiaries in respect of any Reduction Event, theBorrower shall prepay Loans in an aggregate principal amount equal to theDollar Equivalent or Alternative Currency Equivalent, as applicable, of theamount of such Net Cash Proceeds.

 

(c)                                  Application.Within each Loan, prepayments will be applied first to Base Rate Loans and thento Eurocurrency Rate Loans in direct order of Interest Period maturities. Voluntaryprepayments shall be applied as specified by the Borrower, and voluntaryprepayments of the Loans will be paid by the Administrative Agent to theLenders ratably in accordance with their respective interests therein.

 

(d)                                 If:

 

#### **(i)**                                      any amount is required tobe applied in prepayment of Loans or outstanding Obligations under Section 2.04(b) orany amount is required to be deposited in the Escrow Account under Section 2.05(b) but,in order to be so applied or paid or deposited, moneys need to be upstreamed orotherwise transferred from one member of the Target Group to the Borrower orany of its Subsidiaries to effect that prepayment or repayment or deposit; and

#### ** **

#### **(ii)**                                 those moneys cannot be soupstreamed or transferred without:

#### ** **

**(A)**                             breaching a financialassistance prohibition, a corporate benefit restriction or other legalrestriction applicable to a member of the Target Group (or any of itsdirectors); or

** **

**(B)**                               the Borrower or any of itsSubsidiaries incurring a liability (including, without limitation, a tax cost)in excess of 5% of the amount to be prepaid); or

** **

**(C)**                               breaching a fiduciary orstatutory duty applicable to the directors of a member of the Target Group,

** **

then:

 

(I)                                     subject to (II) below, there will be noobligation to make that prepayment or payment or deposit in such manner untilthat impediment no longer applies (in which case the prepayment shall be madeat the end of the next Interest Period and the deposit will be made as soon aspossible); and

 

(II)                                 Sabre UK and the Borrower and itsSubsidiaries, as applicable, will use commercially reasonable efforts(including, without limitation, the use of commercially reasonable efforts tofollow the procedures in sections 155 and following of the Companies Act 1985)to overcome such impediment.

 

25

----

 

**2.05****                        Terminationor Reduction of Commitments.**

 

(a)                                  Voluntary. The Commitments hereunder maybe permanently reduced in whole or in part without penalty by notice from theBorrower to the Administrative Agent; provided that (i) any suchnotice thereof must be received by 11:00 a.m. at least five (5) BusinessDays prior to the date of reduction or termination and any such prepaymentshall be in a minimum principal amount of $5 million and integral multiples of$1 million in excess thereof, in the case of Loans denominated in Dollars,or £5 million and integral multiples of £1 million in excess thereof, in thecase of Loans denominated in the Alternative Currency; and (ii) theCommitments may not be reduced to an amount less than the aggregate principalamount or Loans then outstanding thereunder. The Administrative Agent will giveprompt notice to the Lenders of any such reduction in Commitments. Notwithstandingthe foregoing, the Borrower may not reduce the Commitments on any date prior toor during the Certain Funds Period without the consent of Morgan Stanley &Co. Limited unless contemporaneously with any such reduction the Borrower shallhave deposited into the Escrow Account the Alternative Currency Equivalent (asreasonably determined by the Administrative Agent) of such reduction.

 

(b)                                 Mandatory. Subject to Section 2.04(d), on any Business Day prior toor during the Certain Funds Period on which any Net Cash Proceeds are receivedby the Borrower or any Subsidiary in respect of any Reduction Event, theCommitments shall be automatically reduced by an amount equal to the DollarEquivalent of such Net Cash Proceeds, and the Borrower or such Subsidiary shallimmediately deposit such Net Cash Proceeds (to the extent that suchamounts do not exceed the aggregate amount of the Commitments immediately priorto the reduction from the receipt of such Net Cash Proceeds) in the Escrow Account in accordance with Section 2.12.The Commitments shall terminate on the last day of the AvailabilityPeriod.

 

(c)                                  Application. Any reduction of Commitments shall be applied ratably to thecommitment of each Lender according to its commitment percentage thereof. Allcommitment or other fees accrued with respect thereto through the effectivedate of any termination of Commitments shall be paid on the effective date ofsuch termination.

 

**2.06****                        Interest.**

 

(a)                                  Subjectto the provisions of subsection (b) below, (i) eachEurocurrency Rate Loan shall bear interest on the outstanding principal amountthereof for each Interest Period at a rate per annum equal to the EurocurrencyRate for such Interest Period plus the Applicable Percentage plus,for any Interest Period with respect to any Eurocurrency Rate Loan advanced bya Lender required to comply with the relevant requirements of the Bank ofEngland and the Financial Services Authority of the United Kingdom, theMandatory Cost Rate for such Interest Period; and (ii) each Loan that is aBase Rate Loan shall bear interest on the outstanding principal amount thereoffrom the applicable borrowing date at a rate per annum equal to the Base Rate plusthe Applicable Percentage.

 

(b)                                 (i)                                     Ifany amount of principal of any Loan is not paid when due (without regard to anyapplicable grace periods), whether at stated maturity, by acceleration orotherwise, such amount shall thereafter bear interest at a fluctuating interestrate per annum at all times equal to the Default Rate to the fullest extentpermitted by applicable Law.

 

(ii)                                  If any amount (otherthan principal of any Loan) payable by the Borrower under any Credit Documentis not paid when due (without regard to any applicable grace periods), whetherat stated maturity, by acceleration or otherwise, then upon the request of theRequired

 

26

----

 

Lenders, such amount shall thereafter bearinterest at a fluctuating interest rate per annum at all times equal to theDefault Rate to the fullest extent permitted by applicable Law.

 

(iii)                               Upon the request of theRequired Lenders, while any Event of Default exists, the Borrower shall, at therequest of the Required Lenders, pay interest on the principal amount of allOutstanding Obligations hereunder at a fluctuating interest rate per annum atall times equal to the Default Rate to the fullest extent permitted byapplicable Law.

 

(iv)                              Accrued and unpaidinterest on past due amounts (including interest on past due interest) shall bedue and payable upon demand.

 

(c)                                  Intereston each Loan shall be due and payable in arrears on each Interest Payment Dateapplicable thereto and at such other times as may be specified herein. Interesthereunder shall be due and payable in accordance with the terms hereof beforeand after judgment, and before and after the commencement of any proceedingunder any Debtor Relief Law.

 

**2.07****                        Fees.**

 

(a)                                  CommitmentFee. The Borrower shall pay to the Administrative Agent for the account ofeach Lender in accordance with its Commitment Percentage, a commitment feeequal to the Applicable Percentage of the actual daily unused amount of theAggregate Commitments. The commitment fee shall accrue at all times during theCommitment Period, including at any time during which one or more of theconditions in Article IV is not met, and shall be due and payablequarterly in arrears on the first Business Day after the end of each March,June, September and December, commencing with the first such date to occurafter the Effective Date, and on the Termination Date (and, if applicable,thereafter on demand). The Commitment Fee shall be calculated quarterly inarrears, and if there is any change in the Applicable Percentage during anyquarter, the actual daily amount shall be computed and multiplied by theApplicable Percentage separately for each period during such quarter that suchApplicable Percentage was in effect.

 

(b)                                 Other Fees.

 

(i)                                     The Borrower shallpay to the Arrangers and the Administrative Agent for their own respectiveaccounts fees in the amounts and at the times specified in the Fee Letter. Suchfees shall be fully earned when paid and shall not be refundable for any reasonwhatsoever.

 

(ii)                                  The Borrower shallpay to the Lenders such fees as shall have been separately agreed upon inwriting in the amounts and at the times so specified. Such fees shall be fullyearned when paid and shall not be refundable for any reason whatsoever.

 

**2.08****                        Computationof Interest and Fees.**

 

All computations of interest for Base RateLoans when the Base Rate is determined by Bank of America, N.A.’s prime rateshall be made on the basis of a year of 365 or 366 days, as the case may be, andactual days elapsed. All other computations of fees and interest shall be madeon the basis of a 360-day year and actual days elapsed (which results in morefees or interest, as applicable, being paid than if computed on the basis of a365-day year) or, in the case of interest in respect of Loans denominated inthe Alternative Currency, on the basis of a 365-day year and actual dayselapsed. Interest shall accrue on each Loan for the day on which the Loan ismade, and shall not accrue on a Loan, or any

 

27

----

 

portion thereof, for the day on which the Loan or such portion is paid,provided that any Loan that is repaid on the same day on which it ismade shall, subject to Section 2.09(a), bear interest for one day.

 

**2.09****                        PaymentsGenerally.**

 

(a)                                  Allpayments to be made by the Borrower shall be made without condition ordeduction for any counterclaim, defense, recoupment or setoff. Except asotherwise expressly provided herein and except with respect to principal of andinterest on Loans denominated in the Alternative Currency, all payments by theBorrower hereunder shall be made to the Administrative Agent, for the accountof the respective Lenders to which such payment is owed, at the AdministrativeAgent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m.on the date specified herein. Except as otherwise expressly provided herein,all payments by the Borrower hereunder with respect to principal of andinterest on Loans denominated in the Alternative Currency shall be made to theAdministrative Agent, for the account of the respective Lenders to which suchpayment is owed, at the Administrative Agent’s Office in the AlternativeCurrency and in Same Day Funds not later than the Applicable Time specified bythe Administrative Agent on the dates specified herein. The AdministrativeAgent will promptly distribute to each Lender its Pro Rata Share (or otherapplicable share as provided herein) of such payment in like funds as receivedby wire transfer to such Lender’s Lending Office. All payments received by theAdministrative Agent (i) after 2:00 p.m., in the case of payments inDollars, or (ii) after the Applicable Time in the case of payments in theAlternative Currency, shall in each case be deemed received on the nextsucceeding Business Day and any applicable interest or fee shall continue toaccrue.

 

(b)                                 Subjectto the definition of “Interest Period”, if any payment to be made by theBorrower shall come due on a day other than a Business Day, payment shall bemade on the next following Business Day, and such extension of time shall bereflected in computing interest or fees, as the case may be.

 

(c)                                  Unlessthe Borrower or any Lender has notified the Administrative Agent, prior to thedate any payment is required to be made by it to the Administrative Agenthereunder, that the Borrower or Lender, as the case may be, will not make suchpayment, the Administrative Agent may assume that the Borrower or Lender, asthe case may be, has timely made such payment and may (but shall not be sorequired to), in reliance thereon, make available a corresponding amount to thePerson entitled thereto. If and to the extent that such payment was not in factmade to the Administrative Agent in Same Day Funds, then:

 

(i)                                     if the Borrowerfailed to make such payment, each Lender shall forthwith on demand repay to theAdministrative Agent the portion of such assumed payment that was madeavailable to such Lender in Same Day Funds, together with interest thereon inrespect of each day from and including the date such amount was made availableby the Administrative Agent to such Lender to the date such amount is repaid tothe Administrative Agent in Same Day Funds at the applicable Overnight Ratefrom time to time in effect; and

 

(ii)                                  if any Lender failedto make such payment, such Lender shall forthwith on demand pay to theAdministrative Agent the amount thereof in Same Day Funds, together withinterest thereon for the period from the date such amount was made available bythe Administrative Agent to the Borrower to the date such amount is recoveredby the Administrative Agent (the “Compensation Period”) at a rate perannum equal to the applicable Overnight Rate from time to time in effect. Ifsuch Lender pays such amount to the Administrative Agent, then such amountshall constitute such Lender’s Loan included in the applicable Borrowing. Ifsuch Lender does not pay such amount forthwith upon the Administrative Agent’sdemand therefore,

 

28

----

 

the Administrative Agent may make a demandtherefore upon the Borrower, and the Borrower shall pay such amount to theAdministrative Agent, together with interest thereon for the CompensationPeriod at a rate per annum equal to the rate of interest applicable to theapplicable Borrowing. Nothing herein shall be deemed to relieve any Lender fromits obligation to fulfill its commitment or to prejudice any rights that theAdministrative Agent or the Borrower may have against any Lender as a result ofany default by such Lender hereunder.

 

A notice of the Administrative Agent to any Lender or the Borrower withrespect to any amount owing under this subsection (c) shall beconclusive, absent manifest error.

 

(d)                                 Ifany Lender makes available to the Administrative Agent funds for any Loan to bemade by such Lender as provided in the foregoing provisions of this Article II,and such funds are not made available to the Borrower by the AdministrativeAgent because the conditions to the applicable Credit Extension set forth in Article IVare not satisfied or waived in accordance with the terms hereof, theAdministrative Agent shall return such funds (in like funds as received fromsuch Lender) to such Lender, without interest.

 

(e)                                  Theobligations of the Lenders hereunder to make Loans are several and not joint. Thefailure of any Lender to make any Loan on any date required hereunder shall notrelieve any other Lender of its corresponding obligation to do so on such date,and no Lender shall be responsible for the failure of any other Lender to somake its Loan.

 

(f)                                    Nothingherein shall be deemed to obligate any Lender to obtain the funds for any Loanin any particular place or manner or to constitute a representation by anyLender that it has obtained or will obtain the funds for any Loan in anyparticular place or manner.

 

(g)                                 Ifat any time insufficient funds are received by or are available to theAdministrative Agent to pay fully all amounts of principal, interest and feesthen due hereunder, such funds shall be applied (i) first, towardcosts and expenses (including Attorney Costs and amounts payable under Article III)incurred by the Administrative Agent and each Lender, (ii) second,toward repayment of interest and fees then due hereunder, ratably among theparties entitled thereto in accordance with the amounts of interest and feesthen due to such parties, and (iii) third, toward repayment ofprincipal then due hereunder, ratably among the parties entitled thereto inaccordance with the amounts of principal then due to such parties.

 

(h)                                 Iffunds are not available to the Borrower to pay any Obligation in full when due,the Borrower shall cause its Subsidiaries, to the extent permitted by law,through dividend, other equity distribution, equity repurchase/redemption,repayment/repurchase of Funded Debt or otherwise, to provide the Borrower withcash sufficient to pay such Obligation in full when due, notwithstanding anyContractual Obligations limiting the ability of the Subsidiaries to makeRestricted Payments.

 

**2.10****                        Sharingof Payments.**

 

If, other than as expressly providedelsewhere herein, any Lender shall obtain, on account of the Loans made by it,any payment (whether voluntary, involuntary, through the exercise of any rightof set-off, or otherwise) in excess of its ratable share (or other sharecontemplated hereunder) thereof, such Lender shall immediately (a) notifythe Administrative Agent of such fact, and (b) purchase from the otherLenders such participations in the Loans made by them as shall be necessary tocause such purchasing Lender to share the excess payment in respect of suchLoans pro rata with each of them; provided, however, that if all or anyportion of such excess payment is thereafter recovered from the

 

29

----

 

purchasing Lender under any of the circumstances described in Section 10.05(including pursuant to any settlement entered into by the purchasing Lender inits discretion), such purchase shall to that extent be rescinded and each otherLender shall repay to the purchasing Lender the purchase price paid therefore,together with an amount equal to such paying Lender’s ratable share (accordingto the proportion of (i) the amount of such paying Lender’s requiredrepayment to (ii) the total amount so recovered from the purchasingLender) of any interest or other amount paid or payable by the purchasingLender in respect of the total amount so recovered, without further interestthereon. The Borrower agrees that any Lender so purchasing a participation fromanother Lender may, to the fullest extent permitted by law, exercise all itsrights of payment (including the right of set-off, but subject to Section 10.08)with respect to such participation as fully as if such Lender were the directcreditor of the Borrower in the amount of such participation. TheAdministrative Agent will keep records (which shall be conclusive and bindingin the absence of manifest error) of participations purchased under this Section 2.10 andwill in each case notify the Lenders following any such purchases or repayments.Each Lender that purchases a participation pursuant to this Section 2.10 shallfrom and after such purchase have the right to give all notices, requests,demands, directions and other communications under this Credit Agreement withrespect to the portion of the Obligations purchased to the same extent asthough the purchasing Lender were the original owner of the Obligationspurchased.

 

**2.11****                        Evidenceof Debt.**

 

The Credit Extensions made by each Lender shall beevidenced by one or more accounts or records maintained by such Lender and bythe Administrative Agent in the ordinary course of business. The accounts orrecords maintained by the Administrative Agent and each Lender shall beconclusive absent manifest error of the amount of the Credit Extensions made bythe Lenders to the Borrower and the interest and payments thereon. Any failureto so record or any error in doing so shall not, however, limit or otherwiseaffect the obligation of the Borrower hereunder to pay any amount owing withrespect to the Obligations. In the event of any conflict between the accountsand records maintained by any Lender and the accounts and records of theAdministrative Agent in respect of such matters, the accounts and records ofthe Administrative Agent shall control in the absence of manifest error. Uponthe request of any Lender made through the Administrative Agent, the Borrowershall execute and deliver to the Administrative Agent a Note for such Lender,which shall evidence such Lender’s Loans in addition to such accounts orrecords. Each Lender may attach schedules to its Notes and endorse thereon thedate, Type (if applicable), amount and maturity of the relevant Loans andpayments with respect thereto.

 

30

----

 

**2.12****                        EscrowAccount.**

 

The following amounts shall be deposited in theEscrow Account from time to time: (i) the Dollar Equivalent (as reasonablydetermined by the Administrative Agent) of the Net Cash Proceeds of anyReduction Event consummated prior to or during the Certain Funds Period and (ii) anyamount to be deposited therein pursuant to Section 2.05(b). TheAdministrative Agent (or the financial institution satisfactory to theAdministrative Agent on whose books the Escrow Account has been established)will invest any amounts on deposit from time to time in the Escrow Account forthe account of the Borrower and at the direction of the Borrower (subject tothe consent of the Administrative Agent, not to be unreasonably withheld ordelayed). The Borrower shall have the right to withdraw amounts on deposit inthe Escrow Account from time to time, so long as (x) the Borrower shall haveprovided the Administrative Agent with at least one prior Business Day’s noticeand (y) the Borrower shall apply such amounts immediately upon receipt thereofsolely for the purposes described in Section 5.07. Afterconsummation of the Scheme and the Acquisition, application of the proceeds ofthe Acquisition Loans to fund the consideration payable to Target shareholdersunder the Scheme, and refinancing of the Specified Target Group Obligations (orin the event that the Commitment hereunder is terminated and reduced to zeropursuant to Section 2.05), all amounts on deposit in the EscrowAccount will be applied by the Administrative Agent (or the financialinstitution satisfactory to the Administrative Agent on whose books the EscrowAccount has been established) first, to the prepayment of any outstanding Loanspursuant to Section 2.04, and second, as instructed by theBorrower.

 

**2.13****                        Switchto Recommended Offer.**

 

(a)                                  If (i) beforethe date of the vote of the Target’s shareholders to approve the Scheme at thecourt meeting referred to in paragraph 1(b) of Appendix 1 of the PressRelease or (ii) within 28 days after the date on which the High Court ofJustice declines to sanction the Scheme in the circumstances contemplated byclause 3.8 of the Implementation Agreement referred to in the Press Release,

 

(A)                              Sabre UK and the Target agree to proceed withthe acquisition of the Target by way of recommended take-over offer rather thanby way of the Scheme (such recommended take-over offer to be implemented on thesame terms (including price) and conditions, so far as applicable, as thosewhich applied to the Scheme, but including an acceptance condition set at notless than 90% and with such amendments to the terms and conditions that are notprohibited by this Credit Agreement), and

 

(B)                                the Borrower gives at least three BusinessDays notice to the Administrative Agent (or such lesser period as theAdministrative Agent may agree) of its intention to proceed by way ofrecommended take -over offer and stating the date on which such agreement so toproceed is to take effect (the “**Switch Date**”),

 

then on the Switch Date the amendments to thisCredit Agreement set out in Schedule 2.13 shall take immediate effectwithout the requirement for any further action by any party to this CreditAgreement.

 

(b)                                 The AdministrativeAgent shall promptly inform the Lenders of receipt of notice received pursuantto paragraph (a) above or (d) below.

 

31

----

 

(c)                                  If an offer documentin respect of such recommended take-over offer is not posted by the datefalling thirty days after the Switch Date then the Commitments shallautomatically be terminated at close of business (i.e., 5:00 pm) in New York onsuch thirtieth day.

 

(d)                                 Notwithstanding theprovisions of paragraph (a) above, the amendments to this Credit Agreementset out in Schedule 2.13 shall also take effect if the Borrower and theArrangers so agree in writing without the requirement for any further action byany party to this Credit Agreement (the date which the Borrower informs theAdministrative Agent has been agreed by the Borrower and the Arrangers as thedate on which such amendments will come into effect being the “**Switch Date**” for these purposes).

 

# **ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY**

# ** **

**3.01****                        Taxes.**

 

(a)                                  PaymentsFree of Taxes. Any and all payments by or on account of any obligation ofthe Borrower hereunder or under any other Credit Document shall be made freeand clear of and without reduction or withholding for any Indemnified Taxes orOther Taxes, provided that if the Borrower shall be required byapplicable law to deduct any Indemnified Taxes (including any Other Taxes) fromsuch payments, then (i) the sum payable shall be increased as necessary sothat after making all required deductions (including deductions applicable toadditional sums payable under this Section) the Administrative Agent or Lender,as the case may be, receives an amount equal to the sum it would have receivedhad no such deductions been made, (ii) the Borrower shall make suchdeductions and (iii) the Borrower shall timely pay the full amountdeducted to the relevant Governmental Authority in accordance with applicablelaw.

 

(b)                                 Paymentof Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above,the Borrower shall timely pay any Other Taxes to the relevant GovernmentalAuthority in accordance with applicable law.

 

(c)                                  Indemnificationby the Borrower. The Borrower shall indemnify the Administrative Agent andeach Lender, within 10 days after demand therefor, for the full amount of anyIndemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxesimposed or asserted on or attributable to amounts payable under this Section)paid by the Administrative Agent or such Lender, as the case may be, and anypenalties, interest and reasonable expenses arising therefrom or with respectthereto, whether or not such Indemnified Taxes or Other Taxes were correctly orlegally imposed or asserted by the relevant Governmental Authority. Acertificate as to the amount of such payment or liability delivered to theBorrower by a Lender (with a copy to the Administrative Agent), or by theAdministrative Agent on its own behalf or on behalf of a Lender, shall beconclusive absent manifest error.

 

(d)                                 Evidenceof Payments. As soon as practicable after any payment of Indemnified Taxesor Other Taxes by the Borrower to a Governmental Authority, the Borrower shalldeliver to the Administrative Agent the original or a certified copy of areceipt issued by such Governmental Authority evidencing such payment, a copyof the return reporting such payment or other evidence of such paymentreasonably satisfactory to the Administrative Agent.

 

32

----

 

(e)                                  Statusof Lenders. Any Foreign Lender shall deliverto the Borrower and the Administrative Agent (in such number of copies as shallbe requested by the recipient) on or prior to the date on which such ForeignLender becomes a Lender under this Credit Agreement (and from time to timethereafter upon the request of the Borrower or the Administrative Agent, unlesssuch Foreign Lender is unable to provide such form due to a change inlaw arising subsequent to the time at which such ForeignLender became a Lender hereunder), whichever of the following isapplicable and which demonstrates that such Foreign Lender is entitled tocomplete exemption from any United States withholding tax with respect topayments under this Credit Agreement or any other Credit Document:

 

(i)                                     duly completed copies of Internal RevenueService Form W-8BEN claiming eligibility for benefits of an income taxtreaty to which the United States is a party,

 

(ii)                                  dulycompleted copies of Internal Revenue Service Form W-8ECI,

 

(iii)                               inthe case of a Foreign Lender claiming the benefits of the exemption forportfolio interest under section 881(c) of the IRC, (x) a certificateto the effect that such Foreign Lender is not (A) a “bank” within themeaning of section 881(c)(3)(A) of the IRC, (B) a “10 percentshareholder” of the Borrower within the meaning of section 881(c)(3)(B) ofthe IRC, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) ofthe IRC and (y) duly completed copies of Internal Revenue Service Form W-8BEN,or

 

(iv)                              anyother form prescribed by applicable law as a basis for claiming exemption fromUnited States withholding tax duly completed together with such supplementarydocumentation as may be prescribed by applicable law to permit the Borrower todetermine the withholding or deduction required to be made.

 

Any Lender that is not a Foreign Lender shall deliver to the Borrowerand the Administrative Agent (in such number of copies as shall be requested bythe recipient) on or prior to the date on which such Lender becomes a Lenderunder this Credit Agreement (and from time to time thereafter upon the requestof the Borrower or the Administrative Agent), duly completed copies of InternalRevenue Service Form W-9.

 

(f)                                    Treatmentof Certain Refunds. If the Administrative Agent or any Lender determines,in its sole discretion, that it has received a refund of any Taxes or OtherTaxes as to which it has been indemnified by the Borrower or with respect towhich the Borrower has paid additional amounts pursuant to this Section, itshall pay to the Borrower an amount equal to such refund (but only to theextent of indemnity payments made, or additional amounts paid, by the Borrowerunder this Section with respect to the Taxes or Other Taxes giving rise tosuch refund), net of all out-of-pocket expenses of the Administrative Agent orsuch Lender, as the case may be, and without interest (other than any interestpaid by the relevant Governmental Authority with respect to such refund), providedthat the Borrower, upon the request of the Administrative Agent or such Lender,agrees to repay the amount paid over to it (plus any penalties, interest orother charges imposed by the relevant Governmental Authority) to theAdministrative Agent or such Lender in the event the Administrative Agent orsuch Lender is required to repay such refund to such Governmental Authority. Thissubsection shall not be construed to require the Administrative Agent orany Lender to make available its tax returns (or any other information relatingto its taxes that it deems confidential) to the Borrower or any other Person.

 

**3.02****                        Illegality.**

 

If any Lender determines that any Law hasmade it unlawful, or that any Governmental Authority has asserted that it isunlawful, for any Lender or its applicable Lending Office to make, maintain orfund

 

33

----

 

Eurocurrency Rate Loans in the Applicable Currency, or to determine orcharge interest rates based upon the Eurocurrency Rate in the ApplicableCurrency, or any Governmental Authority has imposed material restrictions onthe authority of such Lender to purchase or sell, or to take deposits of, anyApplicable Currency in the applicable interbank market, then, on notice thereofby such Lender to the Borrower through the Administrative Agent, any obligationof such Lender to make or continue Eurocurrency Rate Loans in the ApplicableCurrency or to convert Base Rate Loans to Eurocurrency Rate Loans in theApplicable Currency shall be suspended until such Lender notifies theAdministrative Agent and the Borrower that the circumstances giving rise to suchdetermination no longer exist. Upon receipt of such notice, the Borrower shall,upon demand from such Lender (with a copy to the Administrative Agent), prepayor, if applicable, convert all such Eurocurrency Rate Loans of such Lender toDollar-denominated Base Rate Loans, either on the last day of the InterestPeriod therefore, if such Lender may lawfully continue to maintain suchEurocurrency Rate Loans to such day, or immediately, if such Lender may notlawfully continue to maintain such Eurocurrency Rate Loans. Upon any suchprepayment or conversion, the Borrower shall also pay accrued interest on theamount so prepaid or converted. Each Lender agrees to designate a differentLending Office if such designation will avoid the need for such notice and willnot, in the good faith judgment of such Lender, otherwise be materiallydisadvantageous to such Lender.

 

**3.03****                        Inabilityto Determine Rates.**If the Required Lenders determine that for anyreason (i) deposits in the Applicable Currency are not being offered tobanks in the applicable offshore interbank market for such currency for theapplicable amount and Interest Period, (ii) adequate and reasonable meansdo not exist for determining the Eurocurrency Base Rate for any requestedInterest Period or (iii) the Eurocurrency Rate for any requested InterestPeriod does not adequately and fairly reflect the cost to such Lenders offunding such Loan, the Administrative Agent will promptly so notify theBorrower and each Lender. Thereafter, Eurocurrency Rate Loans made ormaintained by any Lender shall accrue interest at each applicable Lender’s costof funds, as reasonably determined and as notified by such Lender to theAdministrative Agent and the Borrower, plus the Applicable Percentage inrespect of such Eurocurrency Rate Loans, in each case until the AdministrativeAgent (upon the instruction of the Required Lenders) revokes such notice. Uponreceipt of such notice, the Borrower may revoke any pending request for aBorrowing of, conversion to or continuation of Eurocurrency Rate Loans.

 

**3.04****                        IncreasedCost; Capital Adequacy; Reserves on Eurodollar Rate Loans.**

 

(a)                                  Ifany Lender determines that as a result of the introduction of or any change inor in the interpretation of any Law, or such Lender’s compliance therewith,there shall be any increase in the cost to such Lender of agreeing to make ormaking, funding or maintaining Eurocurrency Rate Loans, or a reduction in theamount received or receivable by such Lender in connection with any of theforegoing (excluding for purposes of this subsection (a) anysuch increased costs or reduction in amount resulting from (i) taxes(including Taxes and Other Taxes), all of which are addressed in Section 3.01and (ii) reserve requirements contemplated by Section 3.04(c)),then from time to time upon demand of such Lender (with a copy of such demandto the Administrative Agent), the Borrower shall pay to such Lender suchadditional amounts as will compensate such Lender for such increased cost orreduction.

 

(b)                                 Ifany Lender determines that the introduction of any Law regarding capitaladequacy or any change therein or in the interpretation thereof, or complianceby such Lender (or its Lending Office) therewith, has the effect of reducingthe rate of return on the capital of such Lender or any corporation controllingsuch Lender as a consequence of such Lender’s obligations hereunder (takinginto consideration its policies with respect to capital adequacy and suchLender’s desired return on capital), then from time to time upon demand of suchLender (with a copy of such demand to the Administrative Agent), the Borrowershall pay to such Lender such additional amounts as will compensate such Lender

 

34

----

 

for such reduction, to the extent that such Lender is unable to avoidor materially diminish or mitigate the need for payment of such additionalamounts through the use of commercially reasonable effects.

 

(c)                                  TheBorrower shall pay to each Lender, as long as such Lender shall be required tomaintain reserves with respect to liabilities or assets consisting of orincluding eurocurrency funds or deposits (currently known as “eurocurrencyliabilities”), additional interest on the unpaid principal amount of eachEurocurrency Rate Loan made to it equal to the actual costs of such reservesallocated to such Loan by such Lender (as determined by such Lender in goodfaith, which determination shall be conclusive), which shall be due and payableon each date on which interest is payable on such Loan, provided theBorrower shall have received at least ten days’ prior notice (with a copy tothe Administrative Agent) of such additional interest from such Lender. If aLender fails to give notice fifteen days prior to the relevant Interest PaymentDate, such additional interest shall be due and payable ten days from receiptof such notice.

 

**3.05****                        Compensationfor Losses.**

 

Upon demand of any Lender (with a copy to theAdministrative Agent) from time to time, the Borrower shall promptly compensatesuch Lender for and hold such Lender harmless from any loss, cost or expenseincurred by it as a result of:

 

(a)                                  anycontinuation, conversion, payment or prepayment of any Loan other than a BaseRate Loan on a day other than the last day of the Interest Period for such Loan(whether voluntary, mandatory, automatic, by reason of acceleration, orotherwise);

 

(b)                                 anyfailure by the Borrower (for a reason other than the failure of such Lender tomake a Loan) to prepay, borrow, continue or convert any Loan other than a BaseRate Loan on the date or in the amount notified by the Borrower;

 

(c)                                  anyfailure by the Borrower to make payment of any Loan (or interest due thereon)denominated in the Alternative Currency on its scheduled due date or anypayment thereof in a different currency; or

 

(d)                                 anyassignment of a Eurocurrency Rate Loan on a day other than the last day of theInterest Period therefore as a result of a request by the Borrower pursuant to Section 10.13;

 

including any loss of anticipated profits, any foreign exchange lossand any loss or expense arising from the liquidation or reemployment of fundsobtained by it to maintain such Loan or from fees payable to terminate thedeposits from which such funds were obtained. The Borrower shall also pay anycustomary administrative fees charged by such Lender in connection with theforegoing.

 

For purposes of calculating amounts payableby the Borrower to the Lenders under this Section 3.05, each Lendershall be deemed to have funded each Eurocurrency Rate Loan made by it at theEurocurrency Base Rate used in determining the Eurocurrency Rate****for such Loan by a matching deposit or other borrowing inthe applicable offshore interbank market for the Applicable Currency for acomparable amount and for a comparable period, whether or not such EurocurrencyRate Loan was in fact so funded.

 

35

----

 

**3.06****                        MattersApplicable to All Requests for Compensation.**

 

A certificate of the Administrative Agent orany Lender claiming compensation under this Article III and settingforth the additional amount or amounts to be paid to it hereunder shall beconclusive in the absence of manifest error. In determining such amount, theAdministrative Agent or such Lender may use any reasonable averaging andattribution methods. The Borrower shall not have any obligation to pay anyadditional amounts owing under this Article III for any periodwhich is more than one hundred twenty (120) days prior to the date upon whichthe request for payment therefore is delivered to the Borrower. Upon any Lendermaking a claim for compensation under Sections 3.01 or 3.04, theBorrower may remove and replace such Lender in accordance with Section 10.13hereof.

 

**3.07****                        SurvivalLosses.**

 

All of the Borrower’s obligations under this Article IIIshall survive termination of the Aggregate Commitments and repayment of allother Obligations hereunder.

 

# **ARTICLE IVCONDITIONS PRECEDENT**

# ** **

**4.01****                        Conditionsto Effectiveness.**

 

This Credit Agreement shall become effectiveupon satisfaction of the following conditions precedent:

 

(a)                                  ExecutedCredit Documents. The Administrative Agent’s receipt of counterparts ofthis Credit Agreement****and the Notesrequested by the Lenders, in each case, dated as of the Effective Date, dulyexecuted by a Responsible Officer of the Borrower and by each Lender partythereto, and in form and substance satisfactory to the Administrative Agent andeach of the Lenders. Delivery of an executed counterpart of a signature page ofthis Credit Agreement by telecopy shall be effective as delivery of a manuallyexecuted counterpart of this Credit Agreement.

 

(b)                                 OrganizationDocuments, Etc. The Administrative Agent’s receipt of a duly executedcertificate of a Responsible Officer of the Borrower, in form and substance satisfactoryto the Administrative Agent, attaching each of the following documents andcertifying that each is true, correct and complete and in full force and effectas of the Effective Date:

 

(i)                                     CharterDocuments. Copies of its articles of organization or formation, certifiedto be true, correct and complete as of a recent date by the appropriateGovernmental Authority of the jurisdiction of its organization or formation anda copy of Sabre UK’s memorandum of association and certificate of incorporationand any certificate of incorporation on change of name;

 

(ii)                                  Bylaws. Copiesof its bylaws and a copy of Sabre UK’s articles of association;

 

(iii)                               Resolutions. Copiesof its resolutions approving and adopting the Credit Documents to which it isparty, the transactions contemplated therein, and authorizing the execution anddelivery thereof;

 

36

----

 

(iv)                              Incumbency. Anincumbency certificate identifying the Responsible Officers of the Borrowerthat are authorized to execute Credit Documents and to act on its behalf inconnection with the Credit Documents; and

 

(v)                                 Good StandingCertificates. A certificate of good standing from the Borrower’sjurisdiction of organization, certified as of a recent date by the appropriateGovernmental Authority.

 

(c)                                  Opinionsof Counsel. The Administrative Agent’s receipt of duly executed favorableopinions of counsel to the Borrower, dated as of the Effective Date, in formand substance satisfactory to the Administrative Agent and the Lenders.

 

(d)                                 FinancialStatements. The Administrative Agent’s receipt of each of the following:

 

(i)                                     The auditedconsolidated balance sheet of the Consolidated Group for the fiscal year ended December 31,2004, together with related consolidated statements of operations and retainedearnings and of cash flows for such fiscal year (including the notes thereto),prepared in accordance with GAAP; and

 

(ii)                                  The unauditedconsolidated financial statements of the Consolidated Group for the fiscalquarter ended March 31, 2005, together with related consolidatedstatements of operations and retained earnings and of cash flows for suchfiscal quarter, prepared in accordance with GAAP.

 

(e)                                  OfficerCertificates. The Administrative Agent’s receipt of a certificate or certificatesof a Responsible Officer of the Borrower, dated as of the Effective Date, inform and substance satisfactory to the Administrative Agent, certifying each ofthe following:

 

(i)                                     Consents. Noconsents, licenses or approvals are required in connection with theTransactions, other than (A) as are in full force and effect and, to theextent requested by the Administrative Agent, are attached thereto or (B) consents,licenses or approvals for which failure to be in full force and effect wouldnot reasonably be expected to have a Material Adverse Effect or (C) consents,licenses or approvals required in connection with the Transactions (other thanthe execution and delivery the Borrower of the Credit Agreement and the otherCredit Documents) and set forth on Schedule 4.01;

 

(ii)                                  Material AdverseEffect. There has not occurred a material adverse change since December 31,2004 in the financial condition, operations or properties of the ConsolidatedGroup taken as a whole or the ability of the Borrower to perform in anymaterial respect under this Credit Agreement or any of the other CreditDocuments;

 

(iii)                               Financial Statements.The annual and quarterly financial statements filed by the Parent with the SEC (A) wereprepared in accordance with GAAP consistently applied throughout the periodcovered thereby, except as otherwise expressly noted therein, (B) fairlypresent the financial condition of the Consolidated Group as of the datethereof and the results of operations for the period covered thereby in accordancewith GAAP consistently applied throughout the period covered thereby, except asotherwise expressly noted therein (and with respect to such quarterlystatements, subject to the absence of footnotes and to normal year-endaccounting adjustments);

 

37

----

 

(iv)                              Financial CovenantCalculations. In the case of the Borrower, the calculation of the financialcovenants set forth in Section 7.05 as of the end of the mostrecent fiscal quarter of the Borrower ending prior to the Effective Date; and

 

(v)                                 Debt Ratings. Thecurrent Debt Ratings.

 

(f)                                    Other.The Administrative Agent’s receipt of such other assurances, certificates,documents, consents or opinions dated as of the Effective Date as theAdministrative Agent or the Lenders may reasonably require.

 

(g)                                 Lenders’Tax Forms. The Borrower’s receipt of the applicable tax form of each Lenderdemonstrating that (i) it is a domestic lender exempt from U.S.withholding taxes or (ii) it is a Foreign Lender entitled to completeexemption from any United States withholding tax with respect to payments underthis Credit Agreement or any other Credit Document as provided in Section 3.01(e).

 

(h)                                 Feesand Expenses. All fees and expenses (including, unless waived by the AdministrativeAgent, Attorney Costs) required to be paid on or before the Effective Dateshall have been paid.

 

(i)                                     Acquisition.The structure of the Acquisition(including without limitation the corporate, capital, organizational and taxstructure thereof, and the plans and sources of funds for the refinancing ofcertain existing indebtedness of the Target and its subsidiaries that (i) couldbecome due and payable as a result of the consummation of the Acquisition, or (ii) isotherwise not on terms and conditions acceptable to the Arrangers) is in formand substance satisfactory to the Arrangers.

 

(j)                                     No Material Adverse Change. There shall not have occurred or becomeknown to the Lenders any material adverse condition or material adverse changein or affecting the financial condition, operations or properties of theBorrower and its Subsidiaries, taken as a whole, or of the Target and itssubsidiaries, taken as a whole.

 

(k)                                  No Material Litigation. There shall be no pending or threatenedlitigation, proceeding or investigation which (i) could reasonably beexpected to have a material adverse effect on the financial condition,operations or properties of the Borrower and its Subsidiaries, taken as awhole, or of the Target and its subsidiaries, taken as a whole or (ii) inany manner calls into question or challenges this Credit Agreement or themaking of the Loans.

 

(l)                                     Press Release. The Administrative Agent shall havereceived a copy of the Press Release.

 

The Administrative Agent shall notify the Borrowerand the Lenders of the Effective Date promptly upon satisfaction of theconditions thereto, and such notice shall be irrevocable, shall constituteconclusive evidence that the conditions set forth in this Section 4.01have been satisfied (or waived pursuant to Section 10.01) and shallbe binding on the Administrative Agent and the Lenders. Notwithstanding theforegoing, the obligations of the Lenders to make Loans hereunder shall notbecome effective unless each of the foregoing conditions is satisfied (or waivedpursuant to Section 10.01) at or prior to 3:00 p.m., New YorkCity time, on May 12, 2005 (and, in the event such conditions are not sosatisfied or waived by that time, the Commitments shall terminate at suchtime).

 

38

----

 

**4****.02****                       ****Borrowing of Acquisition Loans****.**

 

  Theobligation of each Lender to honor a Loan Notice in respect of the Borrowing ofAcquisition Loans is subject to the satisfaction or waiver in accordance with Section 10.01of the following conditions:

 

(a)                                  The Effective Date shall have occurred.

 

(b)                                 The Administrative Agent will have received acertificate or certificates of the Responsible Officer of the Borrower,certifying that (i) the conditions contained in paragraphs 2(a)(i) and(ii) of Appendix 1 to the Press Release have been satisfied and (ii) allother regulatory approvals required in order to satisfy the conditionscontained in paragraphs 2(a)(iii) and 2(c) of Appendix 1 to the PressRelease have been obtained, except (x) such approvals the absence of which willnot, in the aggregate, have a material adverse effect on the consummation ofthe Acquisition and (y) approvals set forth on Schedule 4.02.

 

(c)                                  The Scheme Effective Date shall have occurredand the Administrative Agent shall have received a certificate or certificatesof the Responsible Officer of the Borrower:

 

(i)                                     confirming the date on which the SchemeEffective Date occurred, and attaching a certified copy of the Court Orderwhich was registered with the Registrar of Companies pursuant to sub-section 3of section 425 of the Companies Act 1985 on the Scheme Effective Date; and

 

(ii)                                  certifying that neither the Borrower nor anyof its Subsidiaries has agreed to any arrangements with any government,regulatory or similar authority in order to satisfy any term or condition ofthe Scheme dealing with competition clearances, except any such arrangements aswill not, in the aggregate, have a Material Adverse Effect.

 

(d)                                 The representations and warranties of theBorrower set forth in Sections 5.01, 5.02, 5.03, 5.06, 5.07 and 5.12shall be true and correct on and as of the date of such Borrowing in relationto the Borrower and, to the extent applicable, Sabre UK.

 

(e)                                  No Major Default exists and is continuing atthe time of such Borrowing or would result from such Borrowing.

 

(f)                                    The Administrative Agent shall have receiveda Loan Notice in accordance with the requirements hereof.

 

(g)                                 The Settlement Account shall have beenidentified and the Administrative Agent shall have received written notice ofthe location and account number thereof.

 

The Loan Notice shall be deemed to be arepresentation and warranty by the Borrower that the conditions specified in Sections 4.02(d) and(e) have been satisfied on and as of the date of the initial Borrowing.

 

**4****.03****                        Conditionsto Credit Extensions other than Borrowing of Acquisition Loans.**

 

The obligation of each Lender to honor any Loan Notice in respect of aproposed Credit Extension (other than the Borrowing of Acquisition Loans) issubject to the satisfaction of the following conditions:

 

39

----

 

(a)                                  Both the Conditions Precedent Satisfaction Dateand the Initial Funding Date have occurred (or will occur simultaneously withthe making of such Credit Extension).

 

(b)                                 The representationsand warranties of the Borrower contained in Article V shall be trueand correct on and as of the date of such Credit Extension, except to theextent that such representations and warranties specifically refer to anearlier date.

 

(c)                                  No Default or Eventof Default exists or would result from such proposed Credit Extension.

 

(d)                                 The AdministrativeAgent shall have received a Loan Notice in accordance with the requirementshereof.

 

(e)                                  In the case of aCredit Extension to be denominated in the Alternative Currency, there shall nothave occurred any change in national or international financial, political oreconomic conditions or currency exchange rates or exchange controls which inthe reasonable opinion of the Administrative Agent or the Required Lenderswould make it impracticable for such Credit Extension to be denominated in theAlternative Currency.

 

Each Loan Notice shall be deemed to be arepresentation and warranty by the Borrower that the conditions specified in Sections 4.03(b) and(c) have been satisfied on and as of the date of the applicableCredit Extension.

 

# **ARTICLE VREPRESENTATIONS AND WARRANTIES**

# ** **

The Borrower represents and warrants to AdministrativeAgent and Lenders that:

 

**5.01****                        CorporateExistence.**

 

The Borrower is a corporation duly organized,validly existing and in good standing under the laws of the State of Delaware. SabreUK is a limited liability company duly incorporated and validly existing underthe laws of the United Kingdom.

 

**5.02****                        Powerand Authority.**

 

The Transactions to which either the Borroweror Sabre UK is a party are within the corporate powers of the Borrower or SabreUK, as the case may be, have been duly authorized by all necessary corporateaction on the part of the Borrower or Sabre UK, as the case may be (includingwithout limitation any necessary shareholder action), have received all thirdparty or governmental licenses, authorizations, consents and approvals thefailure of which to receive would reasonably be expected to have a Material AdverseEffect (other than those set forth on (x) Part I of Schedule 5.02 forpurposes of making the representation and warranty in this Section 5.02 onthe Effective Date and (y) Schedule 4.02 for purposes of making suchrepresentation and warranty at any time thereafter), and do not and will not (i) violateany Requirements of Law which are binding on the Borrower or any of itsSubsidiaries, except to the extent that any such violation would not reasonablybe expected to have a Material Adverse Effect, (ii) contravene or conflictwith, or result in a breach of, any provision of the certificate ofincorporation,

 

40

----

 

by-laws or other organizational documents of the Borrower or any of itsSubsidiaries or of any agreement, indenture, instrument or other document whichis binding on the Borrower or any of its Subsidiaries, except, in the case ofany such agreements, indentures, instruments or other documents, as (x) are setforth on Part II of Schedule 5.02 or (y) would not reasonably beexpected to have a Material Adverse Effect, or (iii) result in, orrequire, the creation or imposition of any Lien on any asset of the Borrower orany of its Subsidiaries, except to the extent any of the foregoing Liensreferenced in this subsection (iii) are (x) permitted pursuant to theCredit Documents (including pursuant to Section 7.02 hereof) or (y)would not otherwise reasonably be expected to have a Material Adverse Effect.

 

**5.03****                        Enforceability.**

 

This Credit Agreement and the other CreditDocuments executed by the Borrower prior to and as of such date have been dulyexecuted and delivered and constitute the legal, valid and binding obligationof the Borrower enforceable against it in accordance with their terms, subjectto bankruptcy, insolvency, liquidation, reorganization, fraudulent conveyanceand similar laws affecting creditors’ rights generally, and general principlesof equity.

 

**5.04****                        LegalProceedings.**

 

Other than as described in Schedule 5.04hereto, there are no material actions, suits or proceedings pending or, to itsknowledge, threatened against the Borrower in any court or before anyGovernmental Authority (nor would any order, judgment or decree have beenissued or proposed to be issued by any Governmental Authority to set aside,restrain, enjoin or prevent the full performance of any of the Transactions orany other transaction contemplated by a Credit Document) that (i) questionthe validity or enforceability of any Credit Document or any Transaction orother transaction described in the Credit Documents or (ii) shall have orwould reasonably be expected to have a Material Adverse Effect.

 

**5.05****                        NoMaterial Adverse Effect.**

 

Since December 31, 2004, there is nocontinuing event or circumstance, either individually or in the aggregate, thathas had or would reasonably be expected to have a Material Adverse Effect.

 

**5.06****                        Compliancewith Law.**

 

The Borrower and its Subsidiaries are incompliance with applicable Requirements of Law, except to the extent thatnon-compliance would not, in the aggregate, be reasonably expected to have aMaterial Adverse Effect.

 

**5.07****                        Useof Proceeds.**

 

The Borrower shall not use the proceeds ofany Loan for any purpose other than to fund the Acquisition, pay the costs,fees and expenses incurred in connection therewith, and repay, refinance,defease or otherwise retire the Specified Target Group Obligations.

 

**5.08****                        Disclosure.**

 

All information other than Projections(defined below) heretofore or contemporaneously herewith furnished by theBorrower or any of its Subsidiaries to the Administrative Agent or any Lenderfor purposes of or in connection with this Credit Agreement and the transactionscontemplated hereby (in the

 

41

----

 

case of information relating to the Target Group, to the best of theBorrower’s knowledge) is, and all information other than Projections hereafterfurnished by or on behalf of the Borrower or any of its Subsidiaries to theAdministrative Agent or any Lender pursuant hereto or in connection herewithwill be, true and accurate in all material respects on the date as of whichsuch information is dated or certified (or, in the case of information relatingto the Target Group, on the date when such information is so furnished to theAdministrative Agent or any Lender), and such information (in the case ofinformation relating to the Target Group, to the best of the Borrower’sknowledge), taken as a whole, does not and will not omit to state any materialfact necessary to make such information, taken as a whole, not misleading. Allfinancial projections concerning the Borrower and its Consolidated Subsidiaries(“Projections) heretofore or contemporaneously herewith furnished by theBorrower or any of its Consolidated Subsidiaries to the Administrative Agent orany Lender for purposes of or in connection with this Credit Agreement and thetransactions contemplated hereby is, and all Projections hereafter furnished byor on behalf of the Borrower or any of its Consolidated Subsidiaries to theAdministrative Agent or any Lender pursuant hereto or in connection herewithwill be, prepared in good faith based upon assumptions the Borrower believesare reasonable as of the date the Projections are prepared.

 

**5.09****                        Absenceof Default.**

 

No Default or Event of Default has occurredand is continuing.

 

**5.10****                        ERISACompliance.**

 

(a)                                  EachPlan is in compliance in all material respects with the applicable provisionsof ERISA, the IRC and other federal or state Laws. Each Plan that is intendedto qualify under Section 401(a) of the IRC has received a favorabledetermination letter from the IRS or an application for such a letter iscurrently pending before the IRS with respect thereto and, to the bestknowledge of the Borrower, nothing has occurred that would prevent, or causethe loss of, such qualification. The Borrower and each ERISA Affiliate havemade all required contributions to each Plan subject to Section 412 of theIRC, and no application for a funding waiver or an extension of anyamortization period pursuant to Section 412 of the IRC has been made withrespect to any Plan.

 

(b)                                 Thereare no pending or, to the best knowledge of the Borrower, threatened claims,actions or lawsuits, or action by any Governmental Authority, with respect toany Plan that would be reasonably be expected to have a Material Adverse Effect.There has been no prohibited transaction or violation of the fiduciaryresponsibility rules with respect to any Plan that has resulted or wouldreasonably be expected to result in a Material Adverse Effect.

 

(c)                                  (i) NoERISA Event has occurred or is reasonably expected to occur; (ii) as ofthe Effective Date, in the aggregate, Unfunded Pension Liabilities of theConsolidated Group do not exceed $75 million; (iii) neither the Borrowernor any ERISA Affiliate has incurred, or reasonably expects to incur, anyliability under Title IV of ERISA with respect to any Pension Plan (otherthan premiums due and not delinquent under Section 4007 of ERISA); (iv) neitherthe Borrower nor any ERISA Affiliate has incurred, or reasonably expects toincur, any liability (and no event has occurred that, with the giving of noticeunder Section 4219 of ERISA, would result in such liability) underSections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neitherthe Borrower nor any ERISA Affiliate has engaged in a transaction that wouldreasonably be expected to be subject to Sections 4069 or 4212(c) ofERISA.

 

42

----

 

**5.11****                        FinancialCondition.**

 

The consolidated balance sheet of theConsolidated Group as of December 31, 2004, together with relatedconsolidated statements of operations and retained earnings and of cash flowsfor the year ended December 31, 2004 and the consolidated balance sheet ofthe Consolidated Group as of March 31, 2005, together with relatedconsolidated statements of operations and retained earnings and of cash flowsfor the quarter ended March 31, 2005, fairly present in all materialrespects the consolidated financial condition of the Parent and itsSubsidiaries as at such dates and the consolidated results of the operations ofthe Parent and its Subsidiaries for the periods ended on such dates, all inaccordance with GAAP, subject, with respect to the financial statements for thequarter ended March 31, 2005, to changes resulting from audit and normalyear-end accounting adjustments.

 

**5.12****                        MarginRegulations; Investment Company Act; Public Utility Holding Company Act.**

 

(a)                                  TheBorrower is not engaged and will not engage, principally or as one of itsimportant activities, in the business of purchasing or carrying “margin stock”(within the meaning of Regulation U issued by the FRB), or extendingcredit for the purpose of purchasing or carrying margin stock. Following theapplication of the proceeds of each Borrowing, not more than 25% of the valueof the assets (either of the Borrower only or of the Consolidated Group on aconsolidated basis) will be margin stock.

 

(b)                                 Noneof the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) isa “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate”of a “holding company” or of a “subsidiary company” of a “holding company,”within the meaning of the Public Utility Holding Company Act of 1935, or (ii) isor is required to be registered as an “investment company” under the InvestmentCompany Act of 1940.

 

**5.13****                        Insurance.**

 

The properties of the Consolidated Group areinsured with financially sound and reputable insurance companies not Affiliatesof the Borrower, in such amounts, with such deductibles and covering such risksas are customarily carried by companies engaged in similar businesses andowning similar properties in localities where the applicable Borrower orSubsidiary operates**;**providedthat the Consolidated Group may self-insure to the extent customary amongcompanies engaged in similar businesses and operating in similar localities.

 

# **ARTICLE VI  AFFIRMATIVE COVENANTS**

# ** **

So long as any Obligation remains unpaid orunperformed, or any portion of the Commitments remains outstanding, theBorrower shall, and shall (except in the case of the Borrower’s reportingcovenants) cause each Subsidiary to:

 

**6.01****                        Preservationof Existence.**

 

Except as permitted by the express provisionsof this Credit Agreement, preserve and maintain its separate legal existenceand all rights, franchises, licenses and privileges necessary to the conduct ofits

 

43

----

 

business, and qualify and remain qualified as a foreign corporation (orpartnership, limited liability company or other such similar entity, as thecase may be) and authorized to do business in each jurisdiction, except to theextent failure to do any of the foregoing would not reasonably be expected tohave a Material Adverse Effect.

 

**6.02****                        Paymentof Taxes and Claims.**

 

Pay, discharge and perform (a) alltaxes, assessments and other governmental charges or levies that may be imposedor assessed upon it or upon its income or profits, or upon any of its propertybefore they shall become delinquent, (b) all lawful claims (includingclaims for labor, materials and supplies which, if unpaid might give rise to aLien upon any of its properties), (c) all other indebtedness, obligationsand liabilities in accordance with customary trade practices, except to theextent failure to do any of the foregoing would not reasonably be expected tohave a Material Adverse Effect, except that the Borrower and itsSubsidiaries may contest any item described in this Section 6.02 ingood faith so long as adequate reserves are maintained with respect thereto inaccordance with GAAP, unless the failure to make such payment would not bereasonably expected to have a Material Adverse Effect.

 

**6.03****                        InspectionRights.**

 

Provided that the Administrative Agent usesreasonable efforts to minimize disruption to the businesses of the Borrower andits Subsidiaries (including, without limitation, providing to the Borrowerreasonable notice of visits and inspections hereunder), permit representativesof the Administrative Agent, from time to time and subject to theconfidentiality provisions hereof, to visit and inspect their properties and tohave such access to the books and records of the Borrower and its Subsidiaries,in each case, as reasonably requested by the Administrative Agent for purposesof administering the credit evidenced by this Credit Agreement, and to makephotocopies or photographs thereof and to write down and record any informationsuch representative obtains, and the Borrower and its Subsidiaries shall permitthe Administrative Agent or its representatives to investigate and verify theaccuracy of information provided to the Administrative Agent or the Lenders,and to discuss all such matters with the officers, employees and representativesof such Person, except that all intellectual property of the Borrower and itsSubsidiaries is excluded from any such inspection or investigation. Unless anduntil a Default or an Event of Default shall have occurred and be continuing,each individual Lender shall be limited to one such inspection in any calendaryear and all such visitations and inspections shall be at the expense of therespective Lender and shall be conducted during normal business hours unlessotherwise agreed by the Borrower and the Administrative Agent; provided,however, that all such visitations and inspections conducted after theoccurrence and during the continuance of any Default or Event of Default shallbe at the Borrower’s sole cost and expense and shall be conducted withoutlimitation as to normal business hours.

 

**6.04****                        FinancialStatements.**

 

Deliver to the Administrative Agent and eachLender, in form and substance reasonably satisfactory to the AdministrativeAgent and the Required Lenders:

 

(a)                                  Assoon as available, and in any event within 105 days after the close of eachfiscal year of the Parent and its Consolidated Subsidiaries, a consolidatedbalance sheet of the Parent and its Consolidated Subsidiaries as of the end ofsuch fiscal year, together with related consolidated statements of operationsand retained earnings and of cash flows for such fiscal year, in each casesetting forth in comparative form consolidated figures for the preceding fiscalyear, all such financial information described above to be in reasonable formand detail and certified by independent certified public accountants ofrecognized national

 

44

----

 

standing reasonably acceptable to the Administrative Agent (providedthat Ernst & Young LLP and any other nationally recognized accountingfirm shall be deemed acceptable to the Administrative Agent), and whose opinionshall be to the effect that such financial statements have been prepared inaccordance with GAAP (except for changes with which such accountants concur)and shall not be limited as to the scope of the audit or qualified as to thestatus of the Parent and its Consolidated Subsidiaries, on a consolidatedbasis, as a going concern.

 

(b)                                 Assoon as available, and in any event within 60 days after the close of each ofthe first three fiscal quarters of the Parent and its ConsolidatedSubsidiaries, a consolidated balance sheet of the Parent and its ConsolidatedSubsidiaries as of the end of such fiscal quarter, together with relatedconsolidated statements of operations and retained earnings and of cash flowsfor such fiscal quarter, in each case setting forth in comparative formconsolidated figures for the corresponding period of the preceding fiscal year,all such financial information described above to be in reasonable form anddetail and reasonably acceptable to the Administrative Agent and the RequiredLenders, and accompanied by a certificate of a Responsible Officer of theBorrower to the effect that such quarterly financial statements fairly presentin all material respects the financial condition of the Consolidated Group andhave been prepared in accordance with GAAP, subject to changes resulting fromaudit and normal year-end accounting adjustments.

 

**6.05****                        Certificates,Notices and Other Information.**

 

Deliver to the Administrative Agent, in formand substance reasonably satisfactory to the Administrative Agent and theRequired Lenders:

 

(a)                                  promptlyafter request by the Administrative Agent or any Lender, copies of any detailedmanagement letters submitted to the board of directors (or the audit committeeof the board of directors) of the Borrower by independent accountants inconnection with the accounts or books of the Borrower or any Subsidiary, or anyaudit of any of them;

 

(b)                                 promptlyafter the occurrence thereof, notice of any Material Adverse Effect;

 

(c)                                  promptly,notice of any announcement by either of the Rating Services of any change in aDebt Rating if applicable/available; and

 

(d)                                 Withinten (10) days after the date of delivery of the annual and quarterlyfinancial statements pursuant to Section 6.04(a) and (b),but not in any event later than 105 days after the close of each fiscal yearand within 60 days after the close of each of the first three fiscal quartersof the Parent and its Consolidated Subsidiaries, a certificate of a ResponsibleOfficer of the Borrower substantially in the form of Exhibit 6.05(d),(i) demonstrating compliance with the financial covenants contained in Section 7.05by calculation thereof as of the end of each such fiscal period and (ii) statingthat no Default or Event of Default exists, or if any Default or Event ofDefault does exist, specifying the nature and extent thereof and what actionthe Borrower proposes to take with respect thereto.

 

(e)                                  Uponany Responsible Officer of the Borrower obtaining knowledge thereof, theBorrower will give written notice to the Administrative Agent promptly of (i) theoccurrence of an event or condition consisting of a Default or Event ofDefault, specifying the nature and existence thereof and what action, if any,the Borrower proposes to take with respect thereto, and (ii) theoccurrence of any of the following with respect to Parent or any ConsolidatedSubsidiary: (A) the pendency or commencement of any litigation, arbitralor governmental proceeding against such Person or the Properties which ifadversely determined is likely to have a Material Adverse Effect, unlesscounsel to the Borrower has reasonably determined that such litigation,arbitral or governmental proceeding has no likelihood of being successful, or (B) theinstitution of

 

45

----

 

any proceedings against such Person with respect to, or the receipt ofnotice by such Person of potential liability or responsibility for violation,or alleged violation of any federal, state or local law, rule orregulation, including but not limited to, Environmental Laws, if the potentialpenalties, judgments or awards resulting from any such alleged violations couldhave a Material Adverse Effect.

 

(f)                                    Withreasonable promptness upon any such request, such other information regardingthe businesses, properties or financial condition of the Consolidated Group asthe Administrative Agent or any Lender may reasonably request.

 

Each notice pursuant to this Section 6.05shall be accompanied by a statement of a Responsible Officer of the Borrowersetting forth details of the occurrence referred to therein and stating whataction the Borrower has taken and proposes to take with respect thereto. Documentsrequired to be delivered pursuant to Section 6.04(a) or (b) orSection 6.05(e) (to the extent any such documents are includedin materials otherwise filed with the SEC) may be delivered electronically andif so delivered, shall be deemed to have been delivered on the date (i) onwhich the Borrower posts such documents, or provides a link thereto, on theBorrower’s website on the Internet at the website address listed on Schedule 10.02;or (ii) on which such documents are posted on the Borrower’s behalf on anInternet or intranet website, if any, to which each Lender and theAdministrative Agent have access (whether a commercial, third-party website orwhether sponsored by the Administrative Agent); provided that: (i) theBorrower shall deliver paper copies of such documents to the AdministrativeAgent or any Lender that requests the Borrower to deliver such paper copiesuntil a written request to cease delivering paper copies is given by theAdministrative Agent or such Lender and (ii) the Borrower shall notify theAdministrative Agent and each Lender (by telecopier or electronic mail) of theposting of any such documents and provide to the Administrative Agent byelectronic mail electronic versions (i.e., soft copies) of suchdocuments. Notwithstanding anything contained herein, in every instance theBorrower shall be required to provide paper copies of the ComplianceCertificates required by Section 6.05(d) to the AdministrativeAgent. Except for such Compliance Certificates, the Administrative Agent shallhave no obligation to request the delivery or to maintain copies of thedocuments referred to above, and in any event shall have no responsibility tomonitor compliance by the Borrower with any such request for delivery, and eachLender shall be solely responsible for requesting delivery to it or maintainingits copies of such documents.

 

**6.06****                        Keepingof Records and Books of Account.**

 

Keep complete and accurate books and recordsof its transactions in accordance with GAAP (including the establishment andmaintenance of appropriate reserves).

 

**6.07****                        Compliancewith Laws.**

 

Comply with all laws (including, withoutlimitation, Environmental Laws), rules, regulations and orders, and allapplicable restrictions imposed by all Governmental Authorities, applicable toit and its property (whether real, personal or mixed, or tangible orintangible) if noncompliance with any such law, rule, regulation, order orrestriction would have a Material Adverse Effect.

 

**6.08****                        Maintenanceof Insurance.**

 

At all times maintain in full force andeffect insurance (including worker’s compensation insurance, liabilityinsurance, casualty insurance and business interruption insurance) in suchamounts, covering such risks and liabilities and with such deductibles orself-insurance retentions as are in accordance with normal industry practicefor companies engaged in similar activities in similar geographic areas as theBorrower and

 

46

----

 

its Subsidiaries; provided that the Borrower and itsSubsidiaries may self-insure to the extent customary among companies engaged insimilar businesses and operating in similar localities.

 

**6.09****                        Maintenanceof Properties.**

 

Maintain and preserve its properties and equipmentmaterial to the conduct of its businesses in good repair, working order andcondition, normal wear and tear and casualty and condemnation excepted, andwill make, or cause to be made, in such properties and equipment from time totime all repairs, renewals, replacements, extensions, additions, bettermentsand improvements thereto as may be needed or proper, to the extent and in themanner customary for companies in similar businesses, unless the failure to doany of the foregoing would not have a Material Adverse Effect.

 

**6.10****                        Compliancewith Agreements.**

 

Perform in all material respects all of itsobligations under the terms of all material agreements, indentures, mortgages,security agreements or other debt instruments to which it is a party or bywhich it is bound.

 

**6.11****                        Useof Proceeds.**

 

Use the proceeds of Credit Extensions for thepurposes specified in Section 5.07.

 

**6.12****                        Conductof Acquisition; Furnishing of Scheme Documentation and Other Reports*.***

 

(a)                                  Take all action necessary (or, solely inrelation to compliance with the City Code, use reasonable endeavors) to ensurethat both the conduct of the Scheme and the Scheme Documentation comply, in allmaterial respects, with the applicable requirements of, all Requirements of Lawapplicable thereto (including, without limitation, the Companies Act 1985, theFinancial Services and Markets Act 2000 and the City Code and the rules enactedthereunder and other applicable securities laws).

 

(b)                                 Furnish to the Administrative Agent, asreasonably requested, periodic reports on the then current status and progressof all material matters relating to the Acquisition.

 

(c)                                  Upon a Responsible Officer becoming awarethereof, deliver notice to the Administrative Agent of any event orcircumstance that would entitle Sabre UK to withdraw from the Acquisition. Suchnotice shall be given promptly upon a Responsible Officer becoming aware of theoccurrence of such event or circumstance and shall specify the nature of suchevent or circumstance and the action (if any) proposed to be taken with respectthereto.

 

(d)                                 Furnish to the Administrative Agent, promptlyafter the same becomes available, copies of the documents described in clauses (i) and(ii) of the definition of “Scheme Documentation”, and copies of any otherdocumentation relating to the Acquisition as reasonably requested by theAdministrative Agent.

 

(e)

 

(i)                                     Ensure that the Scheme Documentation containsall of the material terms and material conditions of the Acquisition andcorresponds to the Press Release in all material respects, except to the extentthat (x) the Scheme is amended or varied in a manner which is not

 

47

----

 

prohibited by this CreditAgreement or (y) the Panel or a court having jurisdiction in respect of theScheme requires otherwise;

 

(ii)                                  ensure that all the obligations of Sabre UKunder the Scheme are complied with and performed in all material respects; and

 

(iii)                               not purchase any shares in the Target, ortake any other action, in each case if to do so:

 

(a)                                  would trigger amandatory offer by the Borrower or Sabre UK for the Target under Rule 9 ofthe City Code; or

 

(b)                                 would result inthe Panel requiring the Borrower or Sabre UK to do something prohibited bysub-paragraph (a) above.

 

**6.13****                        PrepaymentOf Loans*.***

 

The Borrower will, and will cause each of itsSubsidiaries to, use all reasonable efforts to effect one or more transactionsin the capital markets as promptly as practicable after the date of the firstBorrowing hereunder in order to prepay the Loans hereunder.

 

# **ARTICLE VII  NEGATIVE COVENANTS**

# ** **

So long as any Obligations remain unpaid orunperformed, or any portion of the Commitments remains outstanding, theBorrower shall not, nor shall it permit any Subsidiary to, directly orindirectly:

 

**7.01****                        RestrictedFunded Debt.**

 

Permit any of its Subsidiaries to contract,create, assume or otherwise incur any Restricted Funded Debt if, after givingeffect to any such incurrence, the aggregate principal amount of alloutstanding Restricted Funded Debt of the Subsidiaries would exceed fiftypercent (50%) of Consolidated EBITDA for the four consecutive fiscal quarterperiod most recently ended prior to such incurrence, unless such excess amountof the Restricted Funded Debt to be incurred is subordinated (on terms andconditions reasonably satisfactory to the Required Lenders) to the Obligations.

 

**7.02****                        Liens.**

 

Contract, create, incur, assume or permit toexist any Lien with respect to any of its property or assets (including stockor other securities of any Person, including any Subsidiary), whether now ownedor after acquired, except:

 

(a)                                  Liensincurred and pledges and deposits made in the ordinary course of business inconnection with worker’s compensation, unemployment insurance, old-age pensionsand other social security laws or regulations;

 

48

----

 

(b)           Lienssecuring the performance of bids, tenders, leases, contracts (other than forthe repayment of borrowed money), statutory obligations, surety, customs andappeal bonds and other obligations of like nature, incurred as an incident toand in the ordinary course of business;

 

(c)           Liensimposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’sand vendors’ liens, incurred in good faith in the ordinary course of businessand securing obligations which are not yet due or which are being contested;

 

(d)           Liensfor taxes, assessments and other charges or levies not yet due or which arebeing contested;

 

(e)           zoningrestrictions, easements, licenses, rights, reservations, provisions, covenants,conditions, waivers, restrictions on the use of property or minorirregularities of title (and with respect to leasehold interests, mortgages,obligations, liens and other encumbrances incurred, created, assumed orpermitted to exist and arising by, through or under or asserted by a landlordor owner of the leased property, with or without consent of the lessee), noneof which materially impairs the use of any parcel of property material to theoperation of the business of the Borrower and its Subsidiaries taken as awhole;

 

(f)            Liensupon any property acquired, constructed or improved by the Borrower or anySubsidiary which are created or incurred contemporaneously with or within 180days after such acquisition, construction or improvement to secure or providefor the payment of any part of the purchase price of such property or the costof such construction or improvement (but no other amounts); providedthat any such Lien or security interest shall not apply to any other propertyof the Borrower or any Subsidiary;

 

(g)           Lienson property existing at the time such property or the Person owning suchproperty is acquired by, merged into or consolidated with, the Borrower or anySubsidiary; provided, in each case, that such liens were not created incontemplation of the acquisition by the Borrower or any Subsidiary of suchproperty;

 

(h)           otherLiens on assets other than inventory or accounts receivable created, incurred,assumed or permitted to exist in the ordinary course of its business orcustomary in its industry;

 

(i)            extensions,renewals and replacements of Liens referred to in paragraphs (a)-(i) ofthis Section 7.02; provided, that any such extension,renewal or replacement Lien shall be limited to the property or assets coveredby the Lien extended, renewed or replaced and that the obligations secured byany such extension, renewal or replacement Lien shall be in an amount notgreater than the amount of the obligations secured by the Lien extended,renewed or replaced;

 

(j)            judgmentand attachment Liens not giving rise to an Event of Default or Liens created byor existing from any litigation or legal proceeding that are being contested ingood faith through appropriate proceedings and with respect to which adequatereserves are being maintained in accordance with GAAP;

 

(k)           Lienscreated or deemed to exist in connection with a Permitted SecuritizationTransaction (including any related filings of any financing statements), butonly to the extent that any such Lien relates to the applicable receivables andrelated property actually sold, contributed or otherwise conveyed pursuant tosuch transaction;

 

(l)            anyLien against a Securitization Subsidiary pursuant to any PermittedSecuritization Transaction; and

 

49

----

 

(m)          Liens(other than as referred to in paragraphs (a) through (m) ofthis Section 7.02) existing on the date of this Credit Agreement orcreated from time to time during the term of this Credit Agreement, eitherindividually or in the aggregate, and securing Indebtedness or otherobligations in an amount not in excess of $30 million in the aggregate.

 

**7.03       ****Fundamental Changes**.****

** **

Mergewith or into or consolidate or combine with any other Person; except that:  (a) any Subsidiary (direct or indirect)of the Borrower may merge with or into or consolidate or combine with theBorrower or any other Subsidiary (direct or indirect) of the Borrower (whetherin one transaction or a series of transactions); (b) any Subsidiary (director indirect) of the Borrower may merge, consolidate or combine with any Personif the surviving Person is a Subsidiary (direct or indirect) of the Borrower; (c) ifno Default or Event of Default shall have occurred at the time of orimmediately after giving effect to such transaction and be continuing, theBorrower may merge, consolidate or combine with any Person if the survivingcorporation is the Borrower; and (d) any Subsidiary (direct or indirect)of the Borrower may merge, consolidate or combine with any other Person as partof a transaction in which the surviving Person is not a Subsidiary (direct orindirect) of the Borrower, to the extent that the sum of (i) the aggregatenet book value of such Subsidiary, plus (ii) the aggregate net bookvalue of all other Subsidiaries (direct or indirect) of the Borrower previouslyor contemporaneously merged, consolidated or combined pursuant to this Section 7.03(d),plus (iii) the previous or contemporaneous Asset Dispositionspursuant to Section 7.04(v), does not exceed twenty-five percent(25%) of the total consolidated assets of the Consolidated Group as shown onits consolidated balance sheet for its most recent prior fiscal quarter.

 

**7.04       ****Asset Dispositions**.****

** **

Makeany Asset Disposition (including, without limitation, any sale/leaseback transaction);except that the Borrower and its Subsidiaries (direct or indirect) maymake:  (i) Asset Dispositions ofinventory, or used, worn-out or surplus equipment, all in the ordinary courseof business; (ii) Asset Dispositions on reasonable commercial terms andfor fair value or which would not have a Material Adverse Effect (except thatdispositions of any of the Capital Stock or all or substantially all of theassets of any Subsidiary shall not be permitted under this clause (ii)); (iii) AssetDispositions to the Borrower or any of its Subsidiaries; (iv) AssetDispositions to any Person that becomes a Subsidiary (direct or indirect) of theBorrower as part of a transaction or series of transactions that includes theAsset Disposition; and (v) Asset Dispositions to any Person where the sumof (A) the aggregate net book value of the transferred assets, plus(B) the aggregate net book value of all transactions pursuant to Section 7.03(d),plus (C) the aggregate net book value of the transferred assets inall previous or contemporaneous Asset Dispositions pursuant to this Section 7.04(v),does not exceed twenty-five percent (25%) of the total consolidated assets ofthe Consolidated Group as shown on its consolidated balance sheet for its mostrecent prior fiscal quarter.

 

**7.05       ****Financial Covenants**.****

** **

(a)           ConsolidatedLeverage Ratio.  Permit theConsolidated Leverage Ratio, as of the last day of each fiscal quarter, of theConsolidated Group to be greater than 5.0:1.0.

 

(b)           ConsolidatedNet Worth.  Permit Consolidated NetWorth at any time to be less than the sum of $1.242 billion, plus, as ofthe end of each fiscal quarter occurring after the Effective Date, an

 

50

----

 

amount equal to fifty percent (50%) of Consolidated Net Income (to theextent positive) for the fiscal quarter then ended, such increases to becumulative, plus, as of the end of each fiscal quarter occurring afterthe Effective Date, an amount equal to fifty percent (50%) of the net proceedsfrom Equity Transactions occurring during the fiscal quarter then ended, suchincreases to be cumulative, minus, as of the end of each fiscal quarteroccurring after the Effective Date, an amount equal to the sum of all dividendsand distributions paid by the Parent in respect of its Capital Stock andamounts used to repurchase or redeem Capital Stock of the Parent during thefiscal quarter then ended, such decreases to be cumulative.

 

**7.06       ****Permitted Securitization Transaction**.****

** **

Enterinto or permit to exist any Securitization Transaction that is not a PermittedSecuritization Transaction.

 

**7.07       ****Transactions with Affiliates**.****

** **

Enterinto or permit to exist any transaction or series of transactions with anyofficer, director, shareholder, Subsidiary or Affiliate of such Person otherthan transactions which are entered into on terms and conditions substantiallyas favorable to such Person as would be obtainable by it in a comparablearms-length transaction with a Person other than an officer, director,shareholder, Subsidiary or Affiliate; provided that this Section 7.07does not prohibit or restrict any transaction or series of transactions inwhich the Borrower is the beneficiary of any terms and conditions otherwise prohibitedor restricted under this Section 7.07.

 

**7.08       ****Dividends; Stock Repurchases and Redemptions**.****

** **

Declareand make dividend payments or other distributions or purchase, redeem orotherwise acquire shares of its Capital Stock or the Parent’s Capital Stock inexcess of $150 million during the term of this Credit Agreement (disregardingfor this purpose (x) any of the same effected as part of the Scheme and (y)dividend payments on, or redemptions or other acquisitions of, the CapitalStock of a Subsidiary made by such Subsidiary, so long as such dividends arepaid only to, and such Capital Stock is redeemed or acquired only from, theBorrower or another Subsidiary).

 

**7.09       ****Scheme Documentation*.***

** **

The Borrower shall not without the consent of theArrangers (acting on the instructions of the Required Lenders):

 

(a)           increase(and shall ensure that nothing is done or omitted by or on behalf of it or anyof its Subsidiaries that would require an increase in) the total cashconsideration payable for the capital shares of Target above the level setforth in the Press Release;

 

(b)           exceptto the extent required by the City Code, the Panel or any court havingjurisdiction in respect of the Scheme, waive, amend, revise or agree not toenforce, in whole or in part, any other term or condition set out in Appendix 1of the Press Release or the Circular, in each case if such waiver, amendment,revision or agreement would reasonably be expected to have a Material AdverseEffect (it being understood, for the avoidance of doubt, that an adjournment ofthe shareholder meetings to consider and, if thought fit, to approve the Schemeshall not constitute a breach of this Section 7.09);

 

51

----

 

(c)           exceptfor the description thereof contained in the Scheme Documentation or in anyform 8-K, 10-Q or 10-K filed with the SEC, issue or allow to be issued on itsbehalf or on behalf of any of its Subsidiaries any press release or otherpublicity which refers to this Credit Agreement, the Commitments, the Loans,the Arrangers, the Administrative Agent or any Lender without the consent ofthe Arrangers (such consent not to be unreasonably withheld or delayed), unlessthe publicity is required by a Requirement of Law or the City Code, the Panel orany court having jurisdiction in respect of the Scheme, in which case theBorrower shall, to the extent possible in the circumstances, notify theArrangers as soon as is practicable upon a Responsible Officer obtainingknowledge of the requirement, consult with the Arrangers on the terms of thereference and have regard to any timely comments of the Arrangers.

 

# **ARTICLE VIII  EVENTS OF DEFAULT AND REMEDIES**

# ** **

**8.01       ****Events of Default**.****

** **

Anyone or more of the following events shall constitute an Event of Default:

 

(a)           TheBorrower fails to pay any principal on any Outstanding Obligation (other thanfees) as and on the date when due; or

 

(b)           TheBorrower fails to pay any interest on any Outstanding Obligation hereunderwithin three (3) Business Days after the date due; or fails to pay anyfees or other amount payable to the Administrative Agent or any Lender underany Credit Document within five (5) days after the date due;

 

(c)           (i) TheBorrower shall fail to observe or perform any term, covenant, obligation orcondition applicable to it under this Credit Agreement or any other CreditDocument other than those set forth in Sections 8.01(a) or (b) hereof,and such failure shall continue for thirty (30) days (except for the covenantsset forth in Sections 7.01, 7.03, 7.04 and 7.05 forwhich there shall be no such grace period) after notice thereof to theBorrower, or (ii) any representation or warranty made by the Borrower setforth in this Credit Agreement or in any other Credit Document among theBorrower and Morgan Stanley Senior Funding, Inc. in respect of this CreditAgreement or in any document, certificate or financial or other statementdelivered in connection herewith or therewith shall be false or inaccurate inany material respect when made;

 

(d)           TheBorrower, the Parent or any of their respective Subsidiaries shall default(beyond applicable periods of grace and/or notice and cure) in the payment whendue of any principal of or interest on any Indebtedness having an outstandingprincipal amount of at least $25 million (“**MaterialIndebtedness**”) or any other event or condition shall occurwhich results in the maturity of any Material Indebtedness being acceleratedother than at the option of the Borrower, the Parent or any such Subsidiary,except, with respect to any Subsidiary other than the Borrower, to the extentany of the foregoing does not result in a Material Adverse Effect or any otherEvent of Default hereunder;

 

(e)           Theliquidation or dissolution of the Borrower, the Parent or any of theirrespective Subsidiaries, or the suspension of the business of the Borrower, theParent or any of their respective Subsidiaries, or the filing by the Borrower,the Parent or any of their respective Subsidiaries of a voluntary petition oran answer seeking reorganization, arrangement, readjustment of its debts or forany other relief under the Bankruptcy Code, as amended, or under any otherinsolvency act or law, state or federal, now or hereafter existing, or anyother action of the Borrower, the Parent or any of their respectiveSubsidiaries indicating its consent to, approval of or acquiescence in, anysuch petition or

 

52

----

 

proceeding; the application by the Borrower, the Parent or any of theirrespective Subsidiaries for, or the appointment by consent or acquiescence of theBorrower, the Parent or any of their respective Subsidiaries of, a receiver, atrustee or a custodian of the Borrower, the Parent or any of their respectiveSubsidiaries, for all or a substantial part of its property; the making by the Borrower,the Parent or any of their respective Subsidiaries of any assignment for thebenefit of creditors; the admission by the Borrower, the Parent or any of theirrespective Subsidiaries in writing of its inability to pay its debts as theymature, or the Borrower, the Parent or any of their respective Subsidiaries isgenerally not paying its debts and other financial obligations as they becomedue and payable; or the taking by the Borrower, the Parent or any of theirrespective Subsidiaries of any corporate action to authorize any of theforegoing, except, with respect to any Subsidiary other than the Borrower, tothe extent any of the foregoing does not result in a Material Adverse Effect orany other Event of Default hereunder.  Forthe avoidance of doubt, the implementation and consummation of the Schemeitself will not constitute an Event of Default under this Section 8.01(e);

 

(f)            Thefiling of an involuntary petition against the Borrower, the Parent or any oftheir respective Subsidiaries in bankruptcy or seeking reorganization,arrangement, readjustment of its debts or for any other relief under theBankruptcy Code, as amended, or under any other insolvency act or law, state orfederal, now or hereafter existing; or the involuntary appointment of areceiver, a trustee or a custodian of the Borrower, the Parent or any of theirrespective Subsidiaries for all or a substantial part of its property; or theissuance of a warrant of attachment, execution or similar process against anysubstantial part of the property of the Borrower, the Parent or any of theirrespective Subsidiaries and the continuance of any of such events for sixty(60) days undismissed or undischarged, except, with respect to any Subsidiaryother than the Borrower, to the extent any of the foregoing does not result ina Material Adverse Effect or any other Event of Default hereunder;

 

(g)           Theadjudication of the Borrower, the Parent or any of their respectiveSubsidiaries as bankrupt or insolvent, except, with respect to any Subsidiaryother than the Borrower, to the extent any of the foregoing does not result ina Material Adverse Effect or any other Event of Default hereunder;

 

(h)           Theentering of any order in any proceedings against the Borrower, the Parent orany of their respective Subsidiaries decreeing the dissolution, divestiture orsplit-up of the Borrower, the Parent or any of their respective Subsidiaries, andsuch order remains in effect for more than sixty (60) days, except, withrespect to any Subsidiary other than the Borrower, to the extent any of theforegoing does not result in a Material Adverse Effect or any other Event ofDefault hereunder;

 

(i)            Afinal judgment or judgments for the payment of money shall be rendered by acourt or courts with competent jurisdiction against the Borrower, the Parent orany of their respective Subsidiaries or any of their assets in excess of $15million in the aggregate, and (i) the same shall not be discharged (orprovision shall not be made for such discharge), or a stay of execution thereofshall not be procured, within sixty (60) days from the date of entry thereof,or (ii) the Borrower, the Parent or any of their respective Subsidiaries,shall not, within said period of sixty (60) days, or such longer period duringwhich execution of the same shall have been stayed, appeal therefrom and causethe execution thereof to be stayed during such appeal, or (iii) suchjudgment or judgments shall not be discharged (or provisions shall not be madefor such discharge) within sixty (60) days after a decision has been reachedwith respect to such appeal and the related stay has been lifted;

 

(j)            (i) AnERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that hasresulted in liability of the Borrower under Title IV of ERISA to thePension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excessof $15 million, and the Borrower or its ERISA Affiliate fails to pay suchamount when due or (ii) the Borrower or any ERISA Affiliate fails to paywhen due, after the

 

53

----

 

expiration of any applicable grace period, any installment payment withrespect to its withdrawal liability under Section 4201 of ERISA under aMultiemployer Plan in an aggregate amount in excess of $15 million;

 

(k)           (i) Asa result of one (1) or more transactions after the date of this CreditAgreement, any “person” or “group” of persons shall have “beneficial ownership”(within the meaning of Section 13(d) or 14(d) of the SecuritiesExchange Act of 1934, as amended, and the applicable rules and regulationsthereunder) of thirty-five percent (35%) or more of the outstanding commonstock of the Parent; or (ii) without limiting the generality of theforegoing, during any period of twelve (12) consecutive months, commencingafter the date of this Credit Agreement, individuals who at the beginning ofsuch period of twelve (12) months were directors of the Parent shall cease forany reason to constitute a majority of the board of directors of the Parent, provided,that the relationships among the respective shareholders of the Parent on the EffectiveDate shall not be deemed to constitute all or any combination of them as a “group”for purposes of clause (k)(i); or

 

(l)            AnyCredit Document, at any time after its execution and delivery by the Borrowerand for any reason other than as expressly permitted hereunder or satisfactionin full of all the Obligations, ceases to be in full force and effect; or the Borrower,the Parent or any of their respective Subsidiaries contests in any manner thevalidity or enforceability of any Credit Document; or the Borrower denies thatit has any or further liability or obligation under any Credit Document, orpurports to revoke, terminate or rescind any Credit Document; or

 

(m)          The Borrower shall fail to observe orperform either the consolidated leverage ratio financial covenant or theconsolidated net worth financial covenant contained in Section 7.05 of theExisting Credit Agreement, as either such covenant may be amended (orrenumbered or renamed) from time to time, and (i) such failure shall not havebeen waived by the lenders party to the Existing Credit Agreement in accordancewith the terms of the Existing Credit Agreement and (ii) the Borrowershall not have repaid all indebtedness outstanding under the Existing CreditAgreement and caused the commitments of the lenders thereunder to beterminated.

 

**8.02       ****Remedies upon Event of Default**.****

** **

Subjectto the provisions of Section 8.03, if any Event of Default occursand is continuing, the Administrative Agent shall, at the request of, or may,with the consent of, the Required Lenders, take any or all of the followingactions:

 

(a)           declarethe commitments of the Lenders to make Loans to be terminated, whereupon suchcommitments and obligation shall be terminated;

 

(b)           declarethe unpaid principal amount of all outstanding Loans, all interest accrued andunpaid thereon, and all other amounts owing or payable hereunder or under anyother Credit Document to be immediately due and payable, without presentment,demand, protest or other notice of any kind, all of which are hereby expresslywaived by the Borrower; and

 

(c)           exerciseon behalf of itself and the Lenders all rights and remedies available to it orto the Lenders under the Credit Documents or applicable Law;

 

54

----

 

provided,however, that upon the occurrence of an Event of Default under Section 8.01(f),(g) or (h), the obligation of each Lender to make Loansshall automatically terminate, and the unpaid principal amount of alloutstanding Loans and all interest and other amounts as aforesaid shallautomatically become due and payable, in each case without further act of theAdministrative Agent or any Lender.

 

**8.03       ****Certain Funds; Clean-Up Period**.****

** **

Notwithstanding anything to the contrary in thisCredit Agreement or any other Credit Document:

 

(a)  during the Certain Funds Period, subjectonly to satisfaction or waiver in accordance with Section 10.01 ofthe conditions precedent listed in Section 4.02 and/or unless aMajor Default has occurred and is continuing, neither the Administrative Agentnor any Lender may (i) rescind this Credit Agreement or exercise any rightof rescission, cancellation, termination, acceleration, set-off or counterclaimor similar right or remedy in respect of any Acquisition Loan, (ii) cancel,terminate or reduce any Commitments, (iii) refuse the use or availabilityof any Acquisition Loan, (iv) make or enforce any claim they may haveunder this Credit Agreement if to do so would prevent or limit the making ofany Acquisition Loan during the Certain Funds Period or (v) cancel,accelerate or cause repayment or prepayment of any Acquisition Loan. For theavoidance of doubt, nothing in this Credit Agreement or any other CreditDocument (including without limitation, the provisions of Section 4.02or this Section 8.03) shall affect the rights of any Lender inrespect of any outstanding Default or Event of Default upon expiry of theCertain Funds Period regardless of whether that Default or Event of Defaultoccurred during the Certain Funds Period or not; and

 

(b)           forthe period from the Scheme Effective Date until the date falling 180 daysthereafter:

 

(i)             abreach of the representations and warranties specified in Section 5.13;or

 

(ii)            abreach of the covenants specified in Sections 6.03, 6.06, 6.08, 6.10, 7.01,7.02 or 7.07; or

 

(iii)           anEvent of Default under Sections 8.01(d) or (i);

 

willbe deemed not to be a breach of warranty or a breach of undertaking or an Eventof Default or a Default, as the case may be, if it would have been (but forthis Section 8.03(b)) a breach of warranty or a breach ofundertaking  or an Event of Default or aDefault only by reason of circumstances relating exclusively to any member(s)of the Target Group and which are in existence on the Scheme Effective Date andcapable of remedy before the end of the 180-day period immediately followingthe Scheme Effective Date, provided that if the relevant circumstancesare continuing at the end of the relevant 180-day period there shall be abreach of warranty, breach of undertaking, Event of Default or Default, as thecase may be.

 

**8.04       ****Application of Funds**.****

** **

Afterthe exercise of remedies provided for in Section 8.02 (or after theLoans have automatically become immediately due and payable as set forth in theproviso to Section 8.02), any amounts received on account of theObligations shall be applied by the Administrative Agent in the followingorder:

 

55

----

 

First, to payment of that portion ofthe Obligations constituting fees, indemnities, expenses and other amounts(including Attorney Costs and amounts payable under Article III)payable to the Administrative Agent in its capacity as such;

 

Second, to payment of that portionof the Obligations constituting fees, indemnities and other amounts (other thanprincipal and interest) payable to the Lenders (including Attorney Costs andamounts payable under Article III), ratably among the Lenders inproportion to the amounts described in this clause Second payableto them;

 

Third, to payment of that portion ofthe Obligations constituting accrued and unpaid interest on the Loans and otherObligations, ratably among the Lenders in proportion to the respective amountsdescribed in this clause Third payable to them;

 

Fourth, to (a) payment of thatportion of the Obligations constituting unpaid principal of the Loans, and (b) paymentof breakage, termination or other amounts owing in respect of any Swap Contractbetween the Borrower and any Lender, or any Affiliate of a Lender, to theextent such Swap Contract is permitted hereunder, ratably among such parties inproportion to the respective amounts described in this clause Fourthpayable to them; and

 

Last, the balance, if any, after allof the Obligations have been indefeasibly paid in full, to the Borrower or asotherwise required by Law.

 

# **ARTICLE IX  ADMINISTRATIVE AGENT**

# ** **

**9.01       ****Appointment and Authority**.****

** **

Eachof the Lenders hereby irrevocably appoints Morgan Stanley Senior Funding, Inc.to act on its behalf as the Administrative Agent hereunder and under the otherCredit Documents and authorizes the Administrative Agent to take such actionson its behalf and to exercise such powers as are delegated to theAdministrative Agent by the terms hereof or thereof, together with such actionsand powers as are reasonably incidental thereto.  The provisions of this Article aresolely for the benefit of the Administrative Agent and the Lenders, and theBorrower shall****have no rights as a thirdparty beneficiary of, and no obligations under, any of such provisions.

 

**9.02       ****Rights as a Lender**.****

** **

ThePerson serving as the Administrative Agent hereunder shall have the same rightsand powers in its capacity as a Lender as any other Lender and may exercise thesame as though it were not the Administrative Agent and the term “Lender” or “Lenders”shall, unless otherwise expressly indicated or unless the context otherwiserequires, include the Person serving as the Administrative Agent hereunder inits individual capacity.  Such Person andits Affiliates may accept deposits from, lend money to, act as the financialadvisor or in any other advisory capacity for and generally engage in any kindof business with the Borrower or any Subsidiary or other Affiliate thereof asif such Person were not the Administrative Agent hereunder and without any dutyto account therefor to the Lenders.

 

56

----

 

**9.03       ****Exculpatory Provisions**.****

** **

TheAdministrative Agent shall not have any duties or obligations except thoseexpressly set forth herein and in the other Credit Documents.  Without limiting the generality of theforegoing, the Administrative Agent:

 

(a)           shallnot be subject to any fiduciary or other implied duties, regardless of whethera Default has occurred and is continuing;

 

(b)           shallnot have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expresslycontemplated hereby or by the other Credit Documents that the AdministrativeAgent is required to exercise as directed in writing by the Required Lenders(or such other number or percentage of the Lenders as shall be expresslyprovided for herein or in the other Credit Documents), provided that theAdministrative Agent shall not be required to take any action that, in itsopinion or the opinion of its counsel, may expose the Administrative Agent toliability or that is contrary to any Credit Document or applicable law; and

 

(c)           shallnot, except as expressly set forth herein and in the other Credit Documents,have any duty to disclose, and shall not be liable for the failure to disclose,any information relating to the Borrower or any of its Affiliates that iscommunicated to or obtained by the Person serving as the Administrative Agentor any of its Affiliates in any capacity.

 

TheAdministrative Agent shall not be liable for any action taken or not taken byit (i) with the consent or at the request of the Required Lenders (or suchother number or percentage of the Lenders as shall be necessary, or as theAdministrative Agent shall believe in good faith shall be necessary, under thecircumstances as provided in Sections 10.01 and 8.02) or (ii) inthe absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed notto have knowledge of any Default unless and until notice describing suchDefault is given to the Administrative Agent by the Borrower or a Lender.

 

TheAdministrative Agent shall not be responsible for or have any duty to ascertainor inquire into (i) any statement, warranty or representation made in orin connection with this Credit Agreement or any other Credit Document, (ii) thecontents of any certificate, report or other document delivered hereunder orthereunder or in connection herewith or therewith, (iii) the performanceor observance of any of the covenants, agreements or other terms or conditionsset forth herein or therein or the occurrence of any Default, (iv) thevalidity, enforceability, effectiveness or genuineness of this CreditAgreement, any other Credit Document or any other agreement, instrument ordocument or (v) the satisfaction of any condition set forth in Article IVor elsewhere herein, other than to confirm receipt of items expressly requiredto be delivered to the Administrative Agent.

 

**9.04       ****Reliance by Administrative Agent**.****

** **

TheAdministrative Agent shall be entitled to rely upon, and shall not incur anyliability for relying upon, any notice, request, certificate, consent,statement, instrument, document or other writing (including any electronicmessage, Internet or intranet website posting or other distribution) believedby it to be genuine and to have been signed, sent or otherwise authenticated bythe proper Person.  The AdministrativeAgent also may rely upon any statement made to it orally or by telephone andbelieved by it to have been made by the proper Person, and shall not incur anyliability for relying thereon.  Indetermining compliance with any condition hereunder to the making of a Loanthat by its terms must be fulfilled to the satisfaction of a Lender, theAdministrative Agent may presume that such condition is

 

57

----

 

satisfactory to such Lender unless the Administrative Agent shall havereceived notice to the contrary from such Lender prior to the making of suchLoan.  The Administrative Agent mayconsult with legal counsel (who may be counsel for the Borrower), independentaccountants and other experts selected by it, and shall not be liable for anyaction taken or not taken by it in accordance with the advice of any suchcounsel, accountants or experts.

 

**9.05       ****Delegation of Duties**.****

** **

TheAdministrative Agent may perform any and all of its duties and exercise itsrights and powers hereunder or under any other Credit Document by or throughany one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agentmay perform any and all of its duties and exercise its rights and powers by orthrough their respective Related Parties. The exculpatory provisions of this Article shall apply to any suchsub-agent and to the Related Parties of the Administrative Agent and any suchsub-agent, and shall apply to their respective activities in connection withthe syndication of the credit facilities provided for herein as well asactivities as Administrative Agent.

 

**9.06       ****Resignation of Administrative Agent**.****

** **

TheAdministrative Agent may at any time, upon 30 days’ notice to the Lenders andthe Borrower, resign.  Upon receipt ofany such notice of resignation, the Required Lenders shall have the right, inconsultation with the Borrower and with the consent of the Borrower at alltimes other than during the existence of an Event of Default, to appoint asuccessor, which shall be a bank with an office in the United States, or an Affiliateof any such bank with an office in the United States.  If no such successor shall have been soappointed by the Required Lenders and shall have accepted such appointmentwithin thirty (30) days after the retiring Administrative Agent givesnotice of its resignation, then the retiring Administrative Agent may, onbehalf of the Lenders, appoint a successor Administrative Agent meeting thequalifications set forth above; provided that if the AdministrativeAgent shall notify the Borrower and the Lenders that no qualifying Person hasaccepted such appointment, then such resignation shall nonetheless becomeeffective in accordance with such notice and (1) the retiringAdministrative Agent shall be discharged from its duties and obligationshereunder and under the other Credit Documents and (2) all payments,communications and determinations provided to be made by, to or through theAdministrative Agent shall instead be made by or to each Lender directly, untilsuch time as the Required Lenders appoint a successor Administrative Agent asprovided for above in this Section.  Uponthe acceptance of a successor’s appointment as Administrative Agent hereunder,such successor shall succeed to and become vested with all of the rights,powers, privileges and duties of the retiring (or retired) AdministrativeAgent, and the retiring Administrative Agent shall be discharged from all ofits duties and obligations hereunder or under the other Credit Documents (ifnot already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to asuccessor Administrative Agent shall be the same as those payable to itspredecessor unless otherwise agreed between the Borrower and suchsuccessor.  After the retiringAdministrative Agent’s resignation hereunder and under the other CreditDocuments, the provisions of this Article and Section 10.04shall continue in effect for the benefit of such retiring Administrative Agent,its sub-agents and their respective Related Parties in respect of any actions takenor omitted to be taken by any of them while the retiring Administrative Agentwas acting as Administrative Agent.

 

58

----

 

**9.07       ****Non-Reliance on Administrative Agent and OtherLenders**.****

** **

EachLender acknowledges that it has, independently and without reliance upon theAdministrative Agent or any other Lender or any of their Related Parties andbased on such documents and information as it has deemed appropriate, made itsown credit analysis and decision to enter into this Credit Agreement.  Each Lender also acknowledges that it will,independently and without reliance upon the Administrative Agent or any otherLender or any of their Related Parties and based on such documents andinformation as it shall from time to time deem appropriate, continue to makeits own decisions in taking or not taking action under or based upon thisCredit Agreement, any other Credit Document or any related agreement or anydocument furnished hereunder or thereunder.

 

**9.08       ****No Other Duties, Etc.**

** **

Anythingherein to the contrary notwithstanding, no Arranger or Book Manager listed onthe cover page hereof shall have any powers, duties or responsibilitiesunder this Credit Agreement or any of the other Credit Documents, except in itscapacity, as applicable, as the Administrative Agent or a Lender hereunder.

 

**9.09       ****Administrative Agent May File Proofs of Claim**.****

** **

Incase of the pendency of any receivership, insolvency, liquidation, bankruptcy,reorganization, arrangement, adjustment, composition or other judicialproceeding relative to the Borrower, the Administrative Agent (irrespective ofwhether the principal of any Loan shall then be due and payable as hereinexpressed or by declaration or otherwise and irrespective of whether theAdministrative Agent shall have made any demand on the Borrower) shall beentitled and empowered, by intervention in such proceeding or otherwise

 

(a)           tofile and prove a claim for the whole amount of the principal and interest owingand unpaid in respect of the Loans, and all other Obligations that are owingand unpaid, with respect to the Borrower, and to file such other documents asmay be necessary or advisable in order to have the claims of the Lenders andthe Administrative Agent (including any claim for the reasonable compensation,expenses, disbursements and advances of the Lenders and the AdministrativeAgent and their respective agents and counsel and all other amounts due theLenders and the Administrative Agent under Sections 2.07 and 10.04)allowed in such judicial proceeding; and

 

(b)           tocollect and receive any monies or other property payable or deliverable on anysuch claims and to distribute the same;

 

and any custodian,receiver, assignee, trustee, liquidator, sequestrator or other similar officialin any such judicial proceeding is hereby authorized by each Lender to makesuch payments to the Administrative Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly tothe Lenders, to pay to the Administrative Agent any amount due for thereasonable compensation, expenses, disbursements and advances of theAdministrative Agent and its agents and counsel, and any other amounts due theAdministrative Agent under Sections 2.07 and 10.04.

 

Nothingcontained herein shall be deemed to authorize the Administrative Agent toauthorize or consent to or accept or adopt on behalf of any Lender any plan ofreorganization, arrangement, adjustment or composition affecting theObligations or the rights of any Lender or to authorize the AdministrativeAgent to vote in respect of the claim of any Lender in any such proceeding.

 

59

----

 

# **ARTICLE X  MISCELLANEOUS**

# ** **

**10.01     ****Amendments, Etc**.****

** **

Exceptas otherwise expressly provided in Section 2.13, no amendment orwaiver of, or any consent to deviation from, any provision of this CreditAgreement or any other Credit Document shall be effective unless in writing andsigned by the Borrower and the Required Lenders and acknowledged by the AdministrativeAgent, and each such amendment, waiver or consent shall be effective only inthe specific instance and for the specific purpose for which it is given; provided,however, that:

 

(a)           unlessalso consented to in writing by each Lender directly affected thereby, no suchamendment, waiver or consent shall:

 

(i)            extend or increase the Commitment ofany Lender (or reinstate any Commitment terminated pursuant to Section 8.02),it being understood that the amendment or waiver of an Event of Default or a mandatoryreduction or a mandatory prepayment in Commitments shall not be considered anextension or an increase in Commitments,

 

(ii)           waive non-payment or postpone anydate fixed by this Credit Agreement or any other Credit Document for anypayment of principal, interest, fees or other amounts due to any Lenderhereunder or under any other Credit Document,

 

(iii)          reduce the principal of, or the rateof interest specified herein on, any Loan, or any fees or other amounts payablehereunder or under any other Credit Document; provided, however, thatonly the consent of the Borrower and the Required Lenders shall be necessary (A) toamend the definition of “Default Rate” or to waive any obligation of theBorrower to pay interest at the Default Rate or (B) to amend any financialcovenant hereunder (or any defined term used therein) even if the effect ofsuch amendment would be to reduce the rate of interest on any Loan or to reduceany fee payable hereunder; and

 

(iv)          change any provision of this CreditAgreement regarding pro rata sharing or pro rata funding with respect to (A) themaking of advances (including participations), (B) the manner ofapplication of payments or prepayments of principal, interest, or fees, or (C) themanner of reduction of commitments,

 

(v)           amend Section 1.07 or thedefinition of “Alternative Currency” without the written consent of eachLender, or

 

(vi)          change any provision of this Section 10.01(a) orthe definition of “Required Lenders” or any other provision hereof specifyingthe number or percentage of Lenders required to amend, waive or otherwisemodify any rights hereunder or make any determination or grant any consenthereunder; and

 

(b)           unless also consented to in writingby the Administrative Agent, no such amendment, waiver or consent shall affectthe rights or duties of the Administrative Agent under this Credit Agreement orany other Credit Document;

 

60

----

 

providedhowever, that notwithstanding anything to the contrary contained herein, (i) noDefaulting Lender shall have any right to approve or disapprove any amendment,waiver or consent hereunder, except that the Commitment of such Lender may notbe increased or extended without the consent of such Lender, (ii) eachLender is entitled to vote as such Lender sees fit on any bankruptcy orinsolvency reorganization plan that affects the Loans, (iii) each Lenderacknowledges that the provisions of Section 1126(c) of the BankruptcyCode supersedes the unanimous consent provisions set forth herein, and (iv) theFee Letter may be amended, or rights or privileges thereunder waived, in awriting executed only by the parties thereto.

 

**10.02     ****Notices; Effectiveness; Electronic Communication**.****

** **

(a)           NoticesGenerally.  Except in the case ofnotices and other communications expressly permitted to be given by telephone(and except as provided in subsection (b) below), all noticesand other communications provided for herein shall be in writing and shall bedelivered by hand or overnight courier service, mailed by certified orregistered mail or sent by telecopier as follows, and all notices and othercommunications expressly permitted hereunder to be given by telephone shall bemade to the applicable telephone number, as follows:

 

(i)            if to the Borrower or theAdministrative Agent, to the address, telecopier number, electronic mailaddress or telephone number specified for such Person on Schedule 10.02;and

 

(ii)           if to any Lender, to the address,telecopier number, electronic mail address or telephone number specified in itsAdministrative Questionnaire.

 

Noticessent by hand or overnight courier service, or mailed by certified or registeredmail, shall be deemed to have been given when received; notices sent bytelecopier shall be deemed to have been given when sent (except that, if notgiven during normal business hours for the recipient, shall be deemed to havebeen given at the opening of business on the next Business Day for therecipient).  Notices delivered throughelectronic communications to the extent provided in subsection (b) below,shall be effective as provided in such subsection (b).

 

(b)           ElectronicCommunications.  Notices and othercommunications to the Lenders hereunder may be delivered or furnished byelectronic communication (including e-mail and Internet or intranet websites)pursuant to procedures approved by the Administrative Agent, providedthat the foregoing shall not apply to notices to any Lender pursuant to Article IIif such Lender has notified the Administrative Agent that it is incapable ofreceiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may,in its discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures approved by it, providedthat approval of such procedures may be limited to particular notices orcommunications.

 

Unlessthe Administrative Agent otherwise prescribes, (i) notices and othercommunications sent to an e-mail address shall be deemed received upon thesender’s receipt of an acknowledgement from the intended recipient (such as bythe “return receipt requested” function, as available, return e-mail or otherwritten acknowledgement), provided that if such notice or othercommunication is not sent during the normal business hours of the recipient,such notice or communication shall be deemed to have been sent at the openingof business on the next business day for the recipient, and (ii) noticesor communications posted to an Internet or intranet website shall be deemedreceived upon the deemed receipt by the intended recipient at its e-mailaddress as described in the foregoing clause (i) ofnotification that such notice or communication is available and identifying thewebsite address therefor.

 

61

----

 

(c)           Changeof Address, Etc.  Each of theBorrower and the Administrative Agent may change its address, telecopier ortelephone number for notices and other communications hereunder by notice to theother parties hereto.  Each other Lendermay change its address, telecopier or telephone number for notices and othercommunications hereunder by notice to the Borrower and the AdministrativeAgent.

 

(d)           Relianceby Administrative Agent and Lenders.** **The Administrative Agentand the Lenders shall be entitled to rely and act upon any notices (includingtelephonic Loan Notices) purportedly given by or on behalf of the Borrower evenif (i) such notices were not made in a manner specified herein, wereincomplete or were not preceded or followed by any other form of noticespecified herein, or (ii) the terms thereof, as understood by therecipient, varied from any confirmation thereof.  The Borrower shall indemnify theAdministrative Agent, each Lender and the Related Parties of each of them fromall losses, costs, expenses and liabilities resulting from the reliance by suchPerson on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and othertelephonic communications with the Administrative Agent may be recorded by theAdministrative Agent, and each of the parties hereto hereby consents to suchrecording.

 

**10.03     ****No Waiver; Cumulative Remedies**.****

** **

Nofailure by the Borrower, any Lender or the Administrative Agent to exercise,and no delay by any such Person in exercising, any right, remedy, power orprivilege hereunder shall operate as a waiver thereof; nor shall any single orpartial exercise of any right, remedy, power or privilege hereunder precludeany other or further exercise thereof or the exercise of any other right,remedy, power or privilege.  The rights,remedies, powers and privileges herein provided are cumulative and notexclusive of any rights, remedies, powers and privileges provided by law.

 

**10.04     ****Expenses; Indemnity; Damage Waiver**.****

** **

(a)           Costsand Expenses.  The Borrower shall pay(i) all reasonable out-of-pocket expenses incurred by the AdministrativeAgent and its Affiliates (including the reasonable fees, charges anddisbursements of counsel for the Administrative Agent), in connection with the preparation,negotiation, execution, delivery and administration of this Credit Agreementand the other Credit Documents or any amendments, modifications or waivers ofthe provisions hereof or thereof (whether or not the transactions contemplatedhereby or thereby shall be consummated), and (ii) all reasonable out-of-pocketexpenses incurred by the Administrative Agent or any Lender, including thefees, charges and disbursements of any counsel for the Administrative Agent, orany Lender, in connection with the enforcement or protection of its rights (A) inconnection with this Credit Agreement and the other Credit Documents, includingits rights under this Section, or (B) in connection with the Loans madehereunder, including all such out-of-pocket expenses incurred during anyworkout, restructuring or negotiations in respect of such Loans.

 

(b)           Indemnificationby the Borrower.  The Borrower shallindemnify the Administrative Agent (and any sub-agent thereof), each Lender,and each Related Party of any of the foregoing Persons (each such Person beingcalled an “Indemnitee”) against, and hold each Indemnitee harmless from,any and all losses, claims, damages, liabilities and related expenses(including the fees, charges and disbursements of any counsel for anyIndemnitee, incurred by any Indemnitee or asserted against any Indemnitee byany third party or by the Borrower arising out of, in connection with, or as aresult of (i) the execution or delivery of this Credit Agreement, anyother Credit Document or any agreement or instrument contemplated hereby orthereby, the performance by the parties hereto of their respective

 

62

----

 

obligations hereunder or thereunder or the consummation of the Transactionsor any other transactions contemplated hereby or thereby, (ii) any Loan orthe use or proposed use of the proceeds therefrom or (iii) any actual orprospective claim, litigation, investigation or proceeding relating to any ofthe foregoing, whether based on contract, tort or any other theory, whetherbrought by a third party or by the Borrower, and regardless of whether anyIndemnitee is a party thereto, provided that such indemnity shall not,as to any Indemnitee, be available to the extent that such losses, claims,damages, liabilities or related expenses (x) arise out of a dispute solelybetween two or more Indemnitees not caused by or involving an act or omissionby the Borrower or any of its Subsidiaries, (y) are determined by a court ofcompetent jurisdiction by final and nonappealable judgment to have resultedfrom the gross negligence or willful misconduct of such Indemnitee or(z) result from a claim brought by the Borrower against an Indemnitee forbreach of such Indemnitee’s obligations hereunder or under any other CreditDocument, if the Borrower has obtained a final and nonappealable judgment inits favor on such claim as determined by a court of competent jurisdiction.  Notwithstanding the foregoing, the provisionsof this Section 10.04(b) shall not apply to (i) Morgan Stanley &Co. Incorporated (“Morgan Stanley”) or (ii) any affiliate of MorganStanley or (iii) any oftheir respective officers, directors, employees or agents or (iv) otherpersons, if any, controlling Morgan Stanley or any of its affiliates, in eachcase with respect to losses, claims, damages or liabilities related to, arisingout of or in connection with the Engagement, as such term is defined in theengagement letter dated March 31, 2005 between Sabre Holdings Corporationand Morgan Stanley (it being understood by the parties hereto that the term “Engagement”as so defined relates to the provision of financial advisory services andexcludes loan financing services).

 

(c)           Reimbursementby Lenders.  To the extent that theBorrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) ofthis Section to be paid by it to the Administrative Agent (or anysub-agent thereof) or any Related Party of any of the foregoing, each Lenderseverally agrees to pay to the Administrative Agent (or any such sub-agent) orsuch Related Party, as the case may be, such Lender’s Commitment Percentage(determined as of the time that the applicable unreimbursed expense orindemnity payment is sought) of such unpaid amount, provided that theunreimbursed expense or indemnified loss, claim, damage, liability or relatedexpense, as the case may be, was incurred by or asserted against theAdministrative Agent (or any such sub-agent) in its capacity as such, oragainst any Related Party of any of the foregoing acting for the AdministrativeAgent (or any such sub-agent) in connection with such capacity.  The obligations of the Lenders under this subsection (c) aresubject to the provisions of Section 2.09(e).

 

(d)           Waiverof Consequential Damages, Etc.  Tothe fullest extent permitted by applicable law, the Borrower shall not assert,and hereby waives, any claim against any Indemnitee, on any theory ofliability, for special, indirect, consequential or punitive damages (as opposedto direct or actual damages) arising out of, in connection with, or as a resultof, this Credit Agreement, any other Credit Document or any agreement orinstrument contemplated hereby, the Transactions or any other transactions contemplatedhereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) aboveshall be liable for any damages arising from the use by unintended recipientsof any information or other materials distributed by it throughtelecommunications, electronic or other information transmission systems inconnection with this Credit Agreement or the other Credit Documents or thetransactions contemplated hereby or thereby.

 

(e)           Payments.  All amounts due under this Section shallbe payable not later than ten (10) Business Days after demand therefor.

 

(f)            Survival.  The agreements in this Section shallsurvive the resignation of the Administrative Agent, the replacement of anyLender, the termination of the Aggregate Commitments and the repayment,satisfaction or discharge of all the other Obligations.

 

63

----

 

**10.05     ****Payments Set Aside**.****

** **

To theextent that any payment by or on behalf of the Borrower is made to the AdministrativeAgent or any Lender, or the Administrative Agent or any Lender exercises itsright of setoff, and such payment or the proceeds of such setoff or any partthereof is subsequently invalidated, declared to be fraudulent or preferential,set aside or required (including pursuant to any settlement entered into by theAdministrative Agent or such Lender in its discretion) to be repaid to atrustee, receiver or any other party, in connection with any proceeding underany Debtor Relief Law or otherwise, then (a) to the extent of suchrecovery, the obligation or part thereof originally intended to be satisfiedshall be revived and continued in full force and effect as if such payment hadnot been made or such setoff had not occurred, and (b) each Lenderseverally agrees to pay to the Administrative Agent upon demand its applicableshare (without duplication) of any amount so recovered from or repaid by theAdministrative Agent, plus interest thereon from the date of such demand to thedate such payment is made at a rate per annum equal to the applicable OvernightRate from time to time in effect, in the applicable currency of such recoveryor payment.  The obligations of the Lendersunder clause (b) of the preceding sentence shall survive the payment infull of the Obligations and the termination of this Credit Agreement.

 

**10.06     ****Successors and Assigns.**

** **

(a)           Successorsand Assigns Generally.  Theprovisions of this Credit Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assignspermitted hereby, except that the Borrower may not assign or otherwise transferany of its rights or obligations hereunder without the prior written consent ofthe Administrative Agent and each Lender and no Lender may assign or otherwisetransfer any of its rights or obligations hereunder except (i) to anEligible Assignee in accordance with the provisions of subsection (b) ofthis Section, (ii) by way of participation in accordance with theprovisions of subsection (d) of this Section, or (iii) byway of pledge or assignment of a security interest subject to the restrictionsof subsection (f) of this Section (and any otherattempted assignment or transfer by any party hereto shall be null andvoid).  Nothing in this Credit Agreement,expressed or implied, shall be construed to confer upon any Person (other thanthe parties hereto, their respective successors and assigns permitted hereby,Participants to the extent provided in subsection (d) of this Section and,to the extent expressly contemplated hereby, the Related Parties of each of theAdministrative Agent and the Lenders) any legal or equitable right, remedy orclaim under or by reason of this Credit Agreement.

 

(b)           Assignmentsby Lenders.  Any Lender may at anytime assign to one or more Eligible Assignees all or a portion of its rightsand obligations under this Credit Agreement (including all or a portion of itsCommitment and the Loans at the time owing to it); provided that

 

(i)            except in the case of an assignmentof the entire remaining amount of the assigning Lender’s Commitment and theLoans at the time owing to it or in the case of an assignment to a Lender or anAffiliate of a Lender or an Approved Fund with respect to a Lender, theaggregate amount of the Commitment (which for this purpose includes Loansoutstanding thereunder) or, if the Commitment is not then in effect, theprincipal outstanding balance of the Loans of the assigning Lender subject toeach such assignment, determined as of the date the Assignment and Assumptionwith respect to such assignment is delivered to the Administrative Agent or, if“Trade Date” is specified in the Assignment and Assumption, as of the TradeDate, shall not be less than $10,000,000****unlesseach of the Administrative Agent and, so long as no

 

64

----

 

Eventof Default has occurred and is continuing, the Borrower otherwise consents(each such consent not to be unreasonably withheld or delayed);

 

(ii)           each partial assignment shall be madeas an assignment of a proportionate part of all the assigning Lender’s rightsand obligations under this Credit Agreement with respect to the Loans or theCommitment assigned;

 

(iii)          any assignment of a Commitment must beapproved by the Administrative Agent unless the Person that is the proposedassignee is itself a Lender (whether or not the proposed assignee wouldotherwise qualify as an Eligible Assignee); and

 

(iv)          the parties to each assignment shallexecute and deliver to the Administrative Agent an Assignment and Assumptionand the Eligible Assignee, if it shall not be a Lender, shall deliver to theAdministrative Agent an Administrative Questionnaire.

 

Subjectto acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) ofthis Section, from and after the effective date specified in each Assignmentand Assumption, the Eligible Assignee thereunder shall be a party to thisCredit Agreement and, to the extent of the interest assigned by such Assignmentand Assumption, have the rights and obligations of a Lender under this CreditAgreement, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Assumption, be released from itsobligations under this Credit Agreement (and, in the case of an Assignment andAssumption covering all of the assigning Lender’s rights and obligations underthis Credit Agreement, such Lender shall cease to be a party hereto) but shallcontinue to be entitled to the benefits of Sections 3.01, 3.04, 3.05,and 10.04 with respect to facts and circumstances occurring prior to theeffective date of such assignment.  Uponrequest, the Borrower (at its expense) shall execute and deliver a Note to theassignee Lender.  Any assignment ortransfer by a Lender of rights or obligations under this Credit Agreement thatdoes not comply with this subsection shall be treated for purposes of thisCredit Agreement as a sale by such Lender of a participation in such rights andobligations in accordance with subsection (d) of this Section.

 

(c)           Register.  The Administrative Agent, acting solely forthis purpose as an agent of the Borrower, shall maintain at the AdministrativeAgent’s Office a copy of each Assignment and Assumption delivered to it and aregister for the recordation of the names and addresses of the Lenders, and theCommitments of, and principal amounts of the Loans owing to, each Lenderpursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall beconclusive, and the Borrower, the Administrative Agent and the Lenders maytreat each Person whose name is recorded in the Register pursuant to the termshereof as a Lender hereunder for all purposes of this Credit Agreement,notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower at anyreasonable time and from time to time upon reasonable prior notice.  In addition, at any time that a request for aconsent for a material or substantive change to the Credit Documents ispending, any Lender wishing to consult with other Lenders in connectiontherewith may request and receive from the Administrative Agent a copy of theRegister.

 

(d)           Participations.  Any Lender may at any time, without theconsent of, or notice to, the Borrower or the Administrative Agent, sellparticipations to any Person (other than a natural person or the Borrower orany of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)in all or a portion of such Lender’s rights and/or obligations under thisCredit Agreement (including all or a portion of its Commitment and/or the Loansowing to it); provided that (i) such Lender’s obligations underthis Credit Agreement shall remain unchanged, (ii) such Lender shallremain solely responsible to the other parties hereto for the performance ofsuch obligations and (iii) the Borrower, the Administrative Agent and the

 

65

----

 

Lenders shall continue to deal solely and directly with such Lender inconnection with such Lender’s rights and obligations under this CreditAgreement.

 

Anyagreement or instrument pursuant to which a Lender sells such a participationshall provide that such Lender shall retain the sole right to enforce thisCredit Agreement and to approve any amendment, modification or waiver ofany  provision of this Credit Agreement; providedthat such agreement or instrument may provide that such Lender will not,without the consent of the Participant, agree to any amendment, waiver or othermodification described in the first proviso to Section 10.01 thataffects such Participant.  Subject to subsection (e) ofthis Section, the Borrower agrees that each Participant shall be entitled tothe benefits of Sections 3.01, 3.04 and 3.05**to the same extent as if it were a Lender and had acquiredits interest by assignment pursuant to subsection (b) of thisSection.  To the extent permitted by law,each Participant also shall be entitled to the benefits of Section 10.08**as though it were a Lender, provided suchParticipant agrees to be subject to Section 2.10 as though it werea Lender.

 

(e)           Limitationupon Participant Rights.  AParticipant shall not be entitled to receive any greater payment under Section 3.01or 3.04**than the applicable Lender wouldhave been entitled to receive with respect to the participation sold to suchParticipant.  A Participant that would bea Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01unless the Borrower is notified of the participation sold to such Participantand such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) asthough it were a Lender.

 

(f)            CertainPledges.  Any Lender may at any timepledge or assign a security interest in all or any portion of its rights underthis Credit Agreement (including under its Note(s), if any) to secureobligations of such Lender, including any pledge or assignment to secureobligations to a Federal Reserve Bank; provided that no such pledge orassignment shall release such Lender from any of its obligations hereunder orsubstitute any such pledgee or assignee for such Lender as a party hereto.

 

(g)           ElectronicExecution of Assignments.  The words “execution”,“signed”, “signature”, and words of like import in any Assignment andAssumption shall be deemed to include electronic signatures or the keeping ofrecords in electronic form, each of which shall be of the same legal effect,validity or enforceability as a manually executed signature or the use of apaper-based recordkeeping system, as the case may be, to the extent and asprovided for in any applicable law, including the Federal Electronic Signaturesin Global and National Commerce Act, the New York State Electronic Signaturesand Records Act, or any other similar state laws based on the UniformElectronic Transactions Act.

 

**10.07     ****Treatment of Certain Information; Confidentiality**.****

** **

Eachof the Administrative Agent and the Lenders agrees to maintain theconfidentiality of the Information (as defined below), except that Informationmay be disclosed (a) to its Affiliates and to its and its Affiliates’respective partners, directors, officers, employees, agents, advisors andrepresentatives (it being understood that all Persons to whom such disclosureis made will be informed of the confidential nature of such Information andinstructed to keep such Information confidential), (b) to the extentrequested by any regulatory authority purporting to have jurisdiction over it(including any self-regulatory authority, such as the National Association of InsuranceCommissioners), (c) to the extent required by applicable laws orregulations or by any subpoena or similar legal process, (d) to any otherparty hereto, (e) in connection with the exercise of any remedieshereunder or under any other Credit Document or any action or proceedingrelating to this Credit Agreement or any other Credit Document or theenforcement of rights hereunder or thereunder, (f) subject to an agreementcontaining the provisions of this Section, to (i) any assignee of orParticipant in, or any prospective assignee of or Participant in, any of itsrights or obligations under this Credit Agreement or (ii) any actual orprospective counterparty (or its advisors) to

 

66

----

 

any swap or derivative transaction relating to the Borrower and itsobligations, (g) with the consent of the Borrower or (h) to theextent such Information (x) becomes publicly available other than as a resultof a breach of this Section or (y) becomes available to the AdministrativeAgent, any Lender or any of their respective Affiliates on a nonconfidential basisfrom a source other than the Borrower.

 

Forpurposes of this Section, “Information” means all information receivedfrom the Borrower or any Subsidiary relating to the Borrower or any Subsidiaryor any of their respective businesses, other than any such information that isavailable to the Administrative Agent or any Lender on a nonconfidential basisprior to disclosure by the Borrower or any Subsidiary, provided that, inthe case of information received from the Borrower or any Subsidiary after thedate hereof, such information is clearly identified at the time of delivery asconfidential.  Any Person required tomaintain the confidentiality of Information as provided in this Section shallbe considered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidential information.

 

**10.08     ****Right of Setoff**.****

** **

Subjectto the provisions of Section 8.03, if an Event of Default shall have occurred andbe continuing, each Lender and each of its Affiliates is hereby authorized atany time and from time to time, to the fullest extent permitted by applicablelaw, to set off and apply any and all deposits (general or special, time ordemand, provisional or final, in whatever currency) at any time held and otherobligations (in whatever currency) at any time owing by such Lender or any suchAffiliate to or for the credit or the account of the Borrower against any andall of the obligations of the Borrower now or hereafter existing under thisCredit Agreement or any other Credit Document to such Lender, irrespective ofwhether or not such Lender shall have made any demand under this CreditAgreement or any other Credit Document and although such obligations of theBorrower****may be contingent or unmatured or are owed to a branch or office ofsuch Lender different from the branch or office holding such deposit orobligated on such indebtedness.  Therights of each Lender and its Affiliates under this Section are inaddition to other rights and remedies (including other rights of setoff) thatsuch Lender or its Affiliates may have.  EachLender agrees to notify the Borrower and the Administrative Agent promptlyafter any such setoff and application, provided that the failure to givesuch notice shall not affect the validity of such setoff and application.

 

**10.09     ****Interest Rate Limitation**.****

** **

Notwithstandinganything to the contrary contained in any Credit Document, the interest paid oragreed to be paid under the Credit Documents shall not exceed the maximum rateof non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lendershall receive interest in an amount that exceeds the Maximum Rate, the excessinterest shall be applied to the principal of the Loans or, if it exceeds suchunpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or receivedby the Administrative Agent or a Lender exceeds the Maximum Rate, such Personmay, to the extent permitted by applicable Law, (a) characterize anypayment that is not principal as an expense, fee, or premium rather thaninterest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,prorate, allocate, and spread in equal or unequal parts the total amount ofinterest throughout the contemplated term of the Obligations hereunder.

 

67

----

 

**10.10     ****Counterparts; Integration**.****

** **

ThisCredit Agreement may be executed in counterparts (and by different partieshereto in different counterparts), each of which shall constitute an original,but all of which when taken together shall constitute a single contract.  This Credit Agreement and the other CreditDocuments constitute the entire contract among the parties relating to thesubject matter hereof and supersede any and all previous agreements andunderstandings, oral or written, relating to the subject matter hereof.

 

**10.11     ****Survival of Representations and Warranties**.****

** **

Allrepresentations and warranties made hereunder and in any other Credit Documentor other document delivered pursuant hereto or thereto or in connectionherewith or therewith shall survive the execution and delivery hereof andthereof.  Such representations andwarranties have been or will be relied upon by the Administrative Agent andeach Lender, regardless of any investigation made by the Administrative Agentor any Lender or on their behalf and notwithstanding that the AdministrativeAgent or any Lender may have had notice or knowledge of any Default at the timeof any Credit Extension, and shall continue in full force and effect as long asany Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

 

**10.12     ****Severability**.****

** **

If anyprovision of this Credit Agreement or the other Credit Documents is held to beillegal, invalid or unenforceable, (a) the legality, validity andenforceability of the remaining provisions of this Credit Agreement and theother Credit Documents shall not be affected or impaired thereby and (b) theparties shall endeavor in good faith negotiations to replace the illegal,invalid or unenforceable provisions with valid provisions the economic effectof which comes as close as possible to that of the illegal, invalid orunenforceable provisions.  The invalidityof a provision in a particular jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

 

**10.13     ****Replacement of Lenders**.****

** **

If anyLender requests compensation under Section 3.04, or if the Borroweris required to pay any additional amount to any Lender or any GovernmentalAuthority for the account of any Lender pursuant to Section 3.01,or if any Lender is a Defaulting Lender, then the Borrower may, at its soleexpense and effort, upon notice to such Lender and the Administrative Agent,require such Lender to assign and delegate, without recourse (in accordancewith and subject to the restrictions contained in, and consents required by, Section 10.06),all of its interests, rights and obligations under this Credit Agreement andthe related Credit Documents to an assignee that shall assume such obligations(which assignee may be another Lender, if a Lender accepts such assignment), providedthat:

 

(a)           theBorrower shall have paid to the Administrative Agent the assignment feespecified in Section 10.06(b);

 

(b)           suchLender shall have received payment of an amount equal to the aggregate outstandingprincipal of its Loans, accrued interest thereon, accrued fees and all otheramounts payable to it hereunder and under the other Credit Documents (includingany amounts under Section 3.05) from the assignee (to the extent ofsuch outstanding principal and accrued interest and fees) or the Borrower (inthe case of all other amounts);

 

68

----

 

(c)           inthe case of any such assignment resulting from a claim for compensation under Section 3.04or payments required to be made pursuant to Section 3.01, suchassignment will result in a reduction in such compensation or paymentsthereafter; and

 

(d)           suchassignment does not conflict with applicable Laws.

 

A Lender shall not be required to make any such assignmentor delegation if, prior thereto, as a result of a waiver by such Lender orotherwise, the circumstances entitling the Borrower to require such assignmentand delegation cease to apply.

 

**10.14     ****Governing Law; Jurisdiction; Etc**.****

** **

(a)           GOVERNINGLAW.  THIS CREDIT AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEWYORK.

 

(b)           SUBMISSIONTO JURISDICTION.  THE BORROWERIRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THENONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THEBOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERNDISTRICT OF SUCH STATE AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTIONOR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHERCREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OFTHE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS INRESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED INSUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, IN SUCH FEDERAL COURT.  EACH OF THEPARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDINGSHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ONTHE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS CREDIT AGREEMENT OR IN ANYOTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANYLENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TOTHIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST THE BORROWER OR ITSPROPERTIES IN THE COURTS OF ANY JURISDICTION.

 

(c)           WAIVEROF VENUE.  THE BORROWER IRREVOCABLYAND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OFANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT ORANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OFTHIS SECTION.  EACH OF THE PARTIES HERETOHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ORPROCEEDING IN ANY SUCH COURT.

 

(d)           SERVICEOF PROCESS.  EACH PARTY HERETO IRREVOCABLYCONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS CREDIT AGREEMENT WILL AFFECTTHE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BYAPPLICABLE LAW.

 

69

----

 

**10.15     ****Waiver of Jury Trial**.****

** **

EACHPARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDITAGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYOR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OFLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THATIT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDITAGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUALWAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

70

----

 

**10.16****      **USA PATRIOT Act Notice******.**

 

EachLender that is subject to the Act (as hereinafter defined) and theAdministrative Agent (for itself and not on behalf of any Lender) herebynotifies the Borrower that pursuant to the requirements of the USA Patriot Act (TitleIII of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),it is required to obtain, verify and record information that identifies theBorrower, which information includes the name and address of the Borrower andother information that will allow such Lender or the Administrative Agent, asapplicable, to identify the Borrower in accordance with the Act.

 

**10.17****      **Judgment Currency******.**

 

If, for the purposes ofobtaining judgment in any court, it is necessary to convert a sum due hereunderor any other Credit Document in one currency into another currency, the rate ofexchange used shall be that at which in accordance with normal bankingprocedures the Administrative Agent could purchase the first currency with suchother currency on the Business Day preceding that on which final judgment isgiven.  The obligation of the Borrower inrespect of any such sum due from it to the Administrative Agent or the Lendershereunder or under the other Credit Documents shall, notwithstanding anyjudgment in a currency (the “Judgment Currency”) other than that inwhich such sum is denominated in accordance with the applicable provisions ofthis Credit Agreement (the “Agreement Currency”), be discharged only tothe extent that on the Business Day following receipt by the AdministrativeAgent of any sum adjudged to be so due in the Judgment Currency, theAdministrative Agent may in accordance with normal banking procedures purchasethe Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency sopurchased is less than the sum originally due to the Administrative Agent fromthe Borrower in the Agreement Currency, the Borrower agrees, as a separateobligation and notwithstanding any such judgment, to indemnify theAdministrative Agent or the Person to whom such obligation was owing againstsuch loss.  If the amount of theAgreement Currency so purchased is greater than the sum originally due to theAdministrative Agent in such currency, the Administrative Agent agrees toreturn the amount of any excess to the Borrower (or to any other Person who maybe entitled thereto under applicable law).

 

71

----

 

**10.18****      **ENTIRE AGREEMENT******.**

 

**THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTSREPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BECONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.  THERE ARE NOUNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

 

72

----

 

INWITNESS WHEREOF, the parties hereto have caused this Credit Agreement to beduly executed as of the date first above written.

 

 
| **BORROWER****:** | **SABRE  INC.**                           |
|-------------------|-------------------------------------------|
|              |                                      |   |
|              |                                      |   |
|              | By:                                       |   | /S/ JEFFERY M. JACKSON |   |
|              | Name:                                     | Jeffery M. Jackson |
|              | Title:                                    | Executive Vice President  and Chief Financial Officer |
|              |                                      |
|              |                                      |
|              | [Signatures Continue on  Following Pages] |

 

----

 
| **ADMINISTRATIVE  AGENT****:** | **MORGAN  STANLEY SENIOR FUNDING, INC.**, |
|--------------------------------|-------------------------------------------|
|                           | as Administrative Agent                   |
|                           |                                      |
|                           |                                      |
|                           | By:                                       |   | /S/ TODD VANNUCCI |   |
|                           | Name:                                     | Todd Vannucci |
|                           | Title:                                    | Executive Director |
|                           |                                      |
|                           |                                      |
|                           | [Signatures Continue on  Following Pages] |

 

----

 
| **LENDERS****:** | **MORGAN  STANLEY SENIOR FUNDING, INC.**, |
|------------------|-------------------------------------------|
|             | as a Lender                               |
|             |                                      |
|             |                                      |
|             | By:                                       |   | /S/ TODD VANNUCCI |   |
|             | Name:                                     | Todd Vannucci |
|             | Title:                                    | Executive Director |
|             |                                      |
|             |                                      |
|             | [Signatures Continue on  Following Pages] |

 

----

 
|   | **BEAR  STEARNS CORPORATE LENDING INC.**  |
|--------|-------------------------------------------|
|   | as a Lender                               |
|   |                                      |
|   |                                      |
|   | By:                                       |   | /S/ RICHARD BRAM SMITH |   |
|   | Name:                                     | Richard Bram Smith |
|   | Title:                                    | Vice President |
|   |                                      |
|   |                                      |
|   | [Signatures Continue on  Following Pages] |

 

----

 
| **ARRANGERS****:** | **MORGAN  STANLEY SENIOR FUNDING,**       |
|--------------------|-------------------------------------------|
|               | **INC.**, as an Arranger                  |
|               |                                      |
|               |                                      |
|               | By:                                       |   | /S/ TODD VANNUCCI |   |
|               | Name:                                     | Todd Vannucci |
|               | Title:                                    | Executive Director |
|               |                                      |
|               |                                      |
|               | [Signatures Continue on  Following Pages] |

 

----

 
|   | **BEAR,  STEARNS & CO. INC.,**as an Arranger |
|--------|-------------------------------------------------------|
|   |                                                  |
|   |                                                  |
|   | By:                                                   |   | /S/ RICHARD BRAM SMITH |   |
|   | Name:                                                 | Richard Bram Smith |
|   | Title:                                                | Senior Managing Director |

 

----

 

**Schedule 2.01**

 

Lenders and Commitments

 
| **Name of Lender**                        | ** ** | **Commitment Amount** | ** **  |
|-------------------------------------------|------------|-----------------------|-------------|
|                                      |       |                  |        |
| Morgan Stanley  Senior Funding, Inc. |       | $                     | 480,000,000 |   |
|                                      |       |                  |        |
| Bear Stearns  Corporate Lending Inc.      |       | $                     | 320,000,000 |   |
|                                      |       |                  |        |
| **Total  Amount:**                        |       | $                     | 800,000,000 |   |

 

----

 

**Schedule 2.13**

 

**1.****                                     ****SWITCH DATE**

 

With effect from the Switch Date (as defined inSection 2.13), the amendments to the Credit Agreement set out in this Schedule 2.13shall take immediate effect.

 

**2.****                                     ****AMENDMENTS**

 

**2.1****                              ****Defined terms**

 

The following new definitions shall be insertedin Section 1.01:

 

**“**Compulsory Acquisition Procedures******”** means the procedures for the compulsoryacquisition of minority shares set out in sections 428-430 of the Companies Act1985.

 

**“**Offer******”** means the offer for the Shares to be made onthe terms and conditions described in Section 2.13(a)(A) by Sabre UK(or on its behalf) to shareholders of the Target, as that offer may be amendedin a manner or to an extent that is not prohibited under this Credit Agreement.

 

**“**Offer Document******”**means the offer document issued or to beissued by Sabre UK to shareholders of the Target in respect of the Offer.

 

**“**Offer Expiry Date******”** means the date upon which the Offer lapses,terminates or is withdrawn.

 

**“**Offer Press Release******”**means the press release to be made by or onbehalf of Sabre UK announcing the terms of the Offer.

 

**“**Section 429 Notice******”**means a notice under Section 429(2) ofthe Companies Act 1985 to a shareholder of the Target who has not accepted theOffer compulsorily acquiring the Shares of that shareholder.

 

**“**Shares******”** means all the issued shares in the capital of the Target (including anyshares of the Target issued or to be issued whilst the Offer remains open foracceptance).

 

**“**Unconditional Date******”** means the date on which the Offer becomes oris declared unconditional by Sabre UK in all respects.

 

**2.2****                              ****Amendments to defined terms**

 

The following existing definitions in Section 1.01shall be amended to read as set out below:

 

**“**Acquisition Loan******”**means a Loan used, or to be used, in ortowards funding the consideration payable by Sabre UK to Target shareholdersunder the Offer, including consideration payable under the procedures inSections 428-430 of the Companies Act 1985.

 

**“**Certain Funds Period******”** means the period beginning on the date ofthe Offer Press Release  and ending onthe earliest of:

 

(a)                                  the OfferExpiry Date;

 

----

 

(b)                                 if SabreUK has not given a Section 429 Notice by then, the date falling fourmonths and three Business Days after the date of posting of the Offer Document(or such later date as the Arrangers may agree);

 

(c)                                  if SabreUK has given a Section 429 Notice by the date falling four months andthree Business Days after the date of posting of the Offer Document (or suchlater date as the Arrangers may agree), the later of:

 

(i)                                     the firstBusiness Day after the expiry of eight weeks from the date on which the first Section 429Notice is given by Sabre UK; or

 

(ii)                                  if anapplication to court is made under section 430C(1) of the CompaniesAct 1985 in relation to any Section 429 Notice, the first Business Dayafter the last day on which that application is disposed of;

 

(d)                                 the datefalling six months after the date of the issue of the Offer Press Release (orsuch later date as the Arrangers may agree); and

 

(e)                                  subject toSection 8.03(a), the date of termination of the Commitments in accordancewith this Credit Agreement.

 

**“**Initial Funding Date******”** means the date on which the first Borrowingof Acquisition Loans occurs.

 

**“**Settlement Account******”** means the bank account either in the name ofthe Borrower, Sabre UK, the Target’s registrar or the receiving bank appointedin connection with the Offer and held with an entity acceptable to theAdministrative Agent (acting reasonably) (provided that if the account is inthe name of the Target’s registrar, such registrar has agreed to hold moneysstanding to the credit of that account on trust for the Borrower or Sabre UKpending their application in accordance with the provisions of the OfferDocument), as being the account into which the payments relating to the Sharespursuant to the Offer are to be made.

 

**“**Transactions******”** means the execution, delivery andperformance by the Borrower of this Credit Agreement and the other CreditDocuments, the borrowing of Loans, the use of the proceeds thereof, theconsummation of the Acquisition and the other transactions contemplated by theOffer.

 

**2.3****                              ****Section 2.02**

 

The penultimate sentence of Section 2.02shall be amended to read as follows:

 

Each Borrowing, conversion or continuationshall be in a principal amount of (i) with respect to Eurocurrency RateLoans denominated in Dollars, $5 million or a whole multiple of $1 million inexcess thereof or (ii) with respect to Eurocurrency Rate Loans denominatedin the Alternative Currency, £3 million or a whole multiple of £1 million inexcess thereof or (iii) with respect to Base Rate Loans, $1 million or awhole multiple of $100,000 in excess thereof.

 

**2.4****                              ****Section 2.12**

 

The last sentence of Section 2.12 shall beamended to read as follows:

 

----

 

“After consummation of theOffer and the Acquisition, application of the proceeds of the Acquisition Loansto fund the consideration payable to Target shareholders under the Offer and ifapplicable, as a result of the Compulsory Acquisition Procedures, andrefinancing of the Specified Target Group Obligations (or in the event that theCommitment hereunder is terminated and reduced to zero pursuant to Section 2.05),all amounts on deposit in the Escrow Account will be applied by theAdministrative Agent first, to the prepayment of any outstanding Loans pursuantto Section 2.04, and second, as instructed by the Borrower.”

 

**2.5****                              ****Section 4.02**

 

Section 4.02 shall beamended in its entirety to read as follows:

 

“The obligation of eachLender to honor a Loan Notice in respect of the Borrowing of Acquisition Loansis subject to the satisfaction or waiver in accordance with Section 10.01of the following conditions:

 

(a)                                  TheEffective Date shall have occurred.

 

(b)                                 In thecase of the Borrowing on the Initial Funding Date, the Administrative Agentwill have received a certificate or certificates of the Responsible Officer ofthe Borrower, certifying that (i) the conditions to the Offer which areequivalent to those contained in paragraphs 2(a)(i) and (ii) ofAppendix 1 to the Press Release have been satisfied and (ii) all otherregulatory approvals required in order to satisfy the conditions to the Offerwhich are equivalent to those conditions contained in paragraphs 2(a)(iii) and2(c) of Appendix 1 to the Press Release have been obtained, except (x)such approvals the absence of which will not, in the aggregate, have a materialadverse effect on the consummation of the Acquisition and (y) approvals setforth on Schedule 4.02.

 

(c)                                  TheUnconditional Date shall have occurred and, in the case of the Borrowing on theInitial Funding Date, the Administrative Agent shall have received acertificate or certificates of the Responsible Officer of the Borrower:

 

(i)                                     confirmingthe date on which the Unconditional Date occurred; and

 

(ii)                                  certifyingthat neither the Borrower nor any of its Subsidiaries has agreed to anyarrangements with any government, regulatory or similar authority in order tosatisfy any term or condition of the Offer dealing with competition clearances,except any such arrangements as will not, in the aggregate, have a MaterialAdverse Effect.

 

(d)                                 Therepresentations and warranties of the Borrower set forth in Sections 5.01,5.02, 5.03, 5.06, 5.07 and 5.12 shall be true and correct on and as of thedate of such Borrowing in relation to the Borrower and, to the extentapplicable, Sabre UK.

 

(e)                                  No MajorDefault exists and is continuing at the time of such Borrowing or would resultfrom such Borrowing.

 

(f)                                    TheAdministrative Agent shall have received a Loan Notice in accordance with therequirements hereof.

 

----

 

(g)                                 TheSettlement Account shall have been identified and the Administrative Agentshall have received written notice of the location and account number thereof.

 

(h)                                 The LoanNotice shall be deemed to be a representation and warranty by the Borrower thatthe conditions specified in Sections 4.02(d) and (e) havebeen satisfied on and as of the date of the initial Borrowing.”

 

**2.6****                              ****Section 6.12**

 

Section 6.12 shall beamended to read as follows:

 

**“**Conduct of Acquisition; Furnishing ofOffer Documents and Other Reports*****.*

 

(a)                                  Take allaction necessary (or, solely in relation to compliance with the City Code, usereasonable endeavors) to ensure that both the conduct of the Offer, the OfferPress Release, the Offer Document and any other document required pursuant to theCity Code in relation to the Offer, comply, in all material respects, with theapplicable requirements of, all Requirements of Law applicable thereto(including, without limitation, the Companies Act 1985, the Financial Servicesand Markets Act 2000 and the City Code and the rules enacted thereunderand other applicable securities laws).

 

(b)                                 Furnish tothe Administrative Agent, as reasonably requested, periodic reports on the thencurrent status and progress of all material matters relating to the Acquisition.

 

(c)                                  Upon aResponsible Officer becoming aware thereof, deliver notice to theAdministrative Agent of any event or circumstance that would entitle Sabre UKto withdraw from the Acquisition.  Suchnotice shall be given promptly upon a Responsible Officer becoming aware of theoccurrence of such event or circumstance and shall specify the nature of suchevent or circumstance and the action (if any) proposed to be taken with respectthereto.

 

(d)                                 Furnish tothe Administrative Agent, promptly after the same becomes available, a copy ofthe Offer Press Release and the Offer Document and copies of any otherdocumentation relating to the Acquisition as reasonably requested by theAdministrative Agent.

 

(i)            Ensure that the Offer Document contains all of thematerial terms and material conditions of the Acquisition and is on the sameterms and conditions, so far as applicable, as those which applied to theScheme (but including an acceptance condition set at 90%), except to the extentthat (x) the Offer is amended or varied in a manner which is not prohibited bythis Credit Agreement or (y) the Panel or a court having jurisdiction inrespect of the Offer requires otherwise;

 

(ii)                                  ensurethat all the obligations of Sabre UK in connection with the Offer are compliedwith and performed in all material respects; and

 

(iii)                               notpurchase any shares in the Target, or take any other action, in each case if todo so:

 

----

 

(A)                                       wouldtrigger a mandatory offer by the Borrower or Sabre UK for the Target under Rule 9of the City Code; or

 

(B)                                         wouldresult in the Panel requiring the Borrower or Sabre UK to do somethingprohibited by sub-paragraph (A) above.”

 

**2.7****                              ****Section 7.09**

 

Section 7.09 shall beamended in its entirety to read as follows:

 

**“**Offer****

 

TheBorrower shall not without the consent of the Arrangers (acting on theinstructions of the Required Lenders):

 

(a)                                  increase(and shall ensure that nothing is done or omitted by or on behalf of it or anyof its Subsidiaries that would require an increase in) the total cash considerationpayable for the Shares above the level set forth in the Press Release;

 

(b)                                 except tothe extent required by the City Code, the Panel or any court havingjurisdiction in respect of the Offer, waive, amend, revise or agree not toenforce, in whole or in part, any other term or condition set out in Appendix 1of the Offer Press Release or the Offer Document or agree to extend the timefor acceptance of the Offer, in each case if such waiver, amendment, revision,agreement or extension would reasonably be expected to have a Material AdverseEffect; or

 

(c)                                  except forthe description thereof contained in the Offer Press Release, the OfferDocument or in any form 8-K, 10-Q or 10-K filed with the SEC, issue or allow tobe issued on its behalf or on behalf of any of its Subsidiaries any pressrelease or other publicity which refers to this Credit Agreement, theCommitments, the Loans, the Arrangers, the Administrative Agent or any Lenderwithout the consent of the Arrangers (such consent not to be unreasonablywithheld or delayed), unless the publicity is required by a Requirement of Lawor the City Code, the Panel or any court having jurisdiction in respect of theOffer, in which case the Borrower shall, to the extent possible in thecircumstances, notify the Arrangers as soon as is practicable upon aResponsible Officer obtaining knowledge of the requirement, consult with theArrangers on the terms of the reference and have regard to any timely commentsof the Arrangers.”

 

**2.8****                              ****Section 8.03**

 

Eachreference to “Scheme Effective Date” in Section 8.03(b) shall bedeleted and replaced with a reference to the “Unconditional Date”.

 

----

 

**Schedule 3.03**

 

Mandatory Cost Rate

 

**1.****                                     ****General**

 

TheMandatory Cost Rate for a Loan by a Lender is the rate calculated below by theAdministrative Agent on the first day of an Interest Period for that Loan.

 

**2.****                                     ****For a Lender lending from aEuro-Currency Lending Office in the U.K.**

 

(a)                                  The relevant rate for a Lender lending from aEuro-Currency Lending Office in the U.K. is calculated in accordance with thefollowing formula:

 

**For a Loan in the Alternative Currency:**

 
| AB + C(B – D) + E x 0.01 |   | per cent per annum |
|-------------------------------|--------|--------------------|
| 100 – (A + C)            |

 

**For any other Loan:**

 
| E x 0.01 |   | per cent per annum |
|----------|--------|--------------------|
| 300      |

 

whereon the day of application of the formula:

 

A                                      is the percentage of that Lender’s eligibleliabilities (in excess of any stated minimum) which the Bank of Englandrequires it to hold on a non-interest-bearing deposit account in accordancewith its cash ratio requirements;

 

B                                        is the London Interbank Offered Rate for thatInterest Period;

 

C                                        is the percentage of that Lender’s eligibleliabilities which the Bank of England requires it to place as a specialdeposit;

 

D                                       is the interest rate per annum allowed by theBank of England on a special deposit; and

 

E                                         is the charge payable by that Lender to theFinancial Services Authority under the fees rules (but, for this purpose,ignoring any minimum fee required under the fees rules) and expressed in poundsper £1 million of the tariff base of that Lender.

 

(b)           For the purposes of this paragraph 2.

 

----

 

(i)                                     **eligible liabilities**and**specialdeposit** have the meanings given to them by the Bank of England atthe time of application of the formula;

 

(ii)                                  **fees rules **means the then current rules on periodicfees in the Supervision Manual of the FSA Handbook; and

 

(iii)                               **tariff base** has the meaning given to it in the feesrules.

 

(c)                                 (i)                                      In the application of the formulae, A, B, Cand D are included as figures and not as percentages (e.g. if A = 0.5% and B =15%, AB is calculated as 0.5 x 15).  Anegative result obtained by subtracting D from B is taken as zero.

 

(ii)                                  Each rate calculated in accordance with theformulae is, if necessary, rounded upward to four decimal places.

 

(d)                                (i)                                      Each Lender must supply to the AdministrativeAgent the information required by it to make a calculation of the rate for thatLender.  The Administrative Agent mayassume that this information is correct in all respects.

 

(ii)                                  If a Lender fails to do so, theAdministrative Agent may assume that the Lender’s obligations in respect ofcash ratio deposits, special deposits and the fees rules are the same asthose of a typical bank from its jurisdiction of incorporation with aEuro-Currency Lending Office in the U.K.

 

(iii)                               The Administrative Agent shall have noliability to any party if its calculation over or under compensates any Lender.

 

**3.****                                     ****For a Lender lending from aEuro-Currency Lending Office in a Participating Member State**

 

(a)                                  The relevant rate for a Lender lending from aEuro-Currency Lending Office in a Participating Member State is the percentagerate per annum notified by that Lender to the Administrative Agent as its costof complying with the minimum reserve requirements of the European CentralBank.

 

(b)                                 If a Lender fails to specify a rate undersubparagraph (a) of this paragraph 3, the Administrative Agent shallassume that the Lender has not incurred any such cost.

 

(c)                                  For purposes of this paragraph 3, **Participating Member State** means a memberstate of the European Communities that adopts or has adopted the euro as itslawful currency under the legislation of the European Union for EuropeanMonetary Union.

 

**4.****                                     ****Changes**

 

TheAdministrative Agent may, after consultation with the Borrower and the Lenders,notify all the parties of any amendment to this Exhibit which is requiredto reflect:

 

----

 

(a)           any change in law orregulation; or

 

(b)                                 any requirement imposed by the Bank ofEngland, the Financial Services Authority or the European Central Bank (or, inany case, any successor authority).

 

Anynotification shall be, in the absence of manifest error, conclusive and bindingon all the parties.

 

----

 

**Schedule 4.01**

 

Certain Consents and Approvals

 

1.             Consents, licenses and approvals required in connectionwith implementation of the Scheme and/or Offer including, but not limited to,consents and approvals from the shareholders of the Target and from the courtand the Panel.

 

2.             Consents and approvals required from the holders of€102,582,000 6 per cent. convertible bonds due 12 September 2008 issued bythe Target and constituted by a trust deed dated 11 September 2003 (asamended).

 

3.             German competition clearance under the German ActAgainst Restraints of Competition

 

Clearance is given by (a) theGerman Federal Cartel Office (the “**Bundeskartellamt**”)notifying the parties that the conditions for a prohibition are not satisfied;or (b) the Bundeskartellamt clearing the notified concentration by aformal decision ; or (c) the Bundeskartellamt not informing the partieswithin one month from the receipt of the complete notification that it hasopened an in-depth investigation; or (d) the Bundeskartellamt, havingentered into in-depth investigations, not prohibiting the Acquisition bydecision within four months of receipt of the complete notification.

 

4.             Norwegian competition clearance under the NorwegianCompetition Act 2004 (the “**NorwegianCompetition Act**”)

 

Clearance is given by (a) theNorwegian Competition Authority (the “**NCA**”)issuing a decision of non-intervention; or (b) the NCA not intervening inthe Acquisition within the relevant time periods under the NorwegianCompetition Act; or (c) any other approvals required under the NorwegianCompetition Act having been obtained to the reasonable satisfaction of theparties.

 

5.             Consents required under the Existing Credit Agreement inconnection with the Transactions (other than the execution and delivery by theBorrower of the Credit Agreement and the other Credit Documents).

 

----

 

**Schedule 4.02**

 

1.  German competition clearance under theGerman Act Against Restraints of Competition

 

Clearance is given by (a) theGerman Federal Cartel Office (the “**Bundeskartellamt**”)notifying the parties that the conditions for a prohibition are not satisfied;or (b) the Bundeskartellamt clearing the notified concentration by aformal decision; or (c) the Bundeskartellamt not informing the partieswithin one month from the receipt of the complete notification that it hasopened an in-depth investigation; or (d) the Bundeskartellamt, havingentered into in-depth investigations, not prohibiting the Acquisition bydecision within four months of receipt of the complete notification.

 

2.  Norwegian competition clearance under theNorwegian Competition Act 2004 (the “**NorwegianCompetition Act**”)

 

Clearance is given by (a) theNorwegian Competition Authority (the “**NCA**”)issuing a decision of non-intervention; or (b) the NCA not intervening inthe Acquisition within the relevant time periods under the NorwegianCompetition Act; or (c) any other approvals required under the NorwegianCompetition Act having been obtained to the reasonable satisfaction of theparties.

 

----

 

**Schedule 5.02**

 

Specified Consents, Approvals and Agreements

 

**Part I**

 

1.             Consents, licenses and approvals required in connectionwith implementation of the Scheme and/or Offer including, but not limited to,consents and approvals from the shareholders of the Target and from the courtand the Panel.

 

2.             Consents and approvals required from the holders of€102,582,000 6 per cent. convertible bonds due 12 September 2008 issued bythe Target and constituted by a trust deed dated 11 September 2003 (asamended).

 

3.             German competition clearance under the German ActAgainst Restraints of Competition

 

Clearance is given by (a) theGerman Federal Cartel Office (the “**Bundeskartellamt**”)notifying the parties that the conditions for a prohibition are not satisfied;or (b) the Bundeskartellamt clearing the notified concentration by aformal decision ; or (c) the Bundeskartellamt not informing the partieswithin one month from the receipt of the complete notification that it hasopened an in-depth investigation; or (d) the Bundeskartellamt, havingentered into in-depth investigations, not prohibiting the Acquisition bydecision within four months of receipt of the complete notification.

 

4.             Norwegian competition clearance under the NorwegianCompetition Act 2004 (the “**NorwegianCompetition Act**”)

 

Clearance is given by (a) theNorwegian Competition Authority (the “**NCA**”)issuing a decision of non-intervention; or (b) the NCA not intervening inthe Acquisition within the relevant time periods under the NorwegianCompetition Act; or (c) any other approvals required under the NorwegianCompetition Act having been obtained to the reasonable satisfaction of theparties.

 

5.             Consents required under the Existing Credit Agreement inconnection with the Transactions (other than the execution and delivery by theBorrower of the Credit Agreement and the other Credit Documents).

 

**Part II**

 

None.

 

----

 

**Schedule 5.04**

 

Legal Proceedings

 

TheBorrower is party to two lawsuits (which have now been consolidated in federalcourt in Fort Worth, Texas) involving Northwest Airlines, Inc. (“Northwest”)related to Northwest’s implementation of a fare supplement in breach of theparties’ Participating Carrier Distribution and Services Agreement (“PCA”), asamended by the DCA 3-Year Option Agreement.

 

TheCompany sued Northwest on August 24, 2004 in Sabre Inc. v. NorthwestAirlines, Inc., Civil Action 4-04-CV-612-Y in the Fort Worth Division ofthe United States District Court for the Northern District of Texas(hereinafter the “Fort Worth Action”), alleging that Northwest breached thePCA, as amended by the DCA 3-Year Option Agreement.

 

OnAugust 25, 2004, Northwest sued Sabre Holdings Corporation, Borrower andSabre Travel International Ltd. in a separate action styled NorthwestAirlines Corporation v. Sabre Inc. et al., Cause No. 04-CV-03889 inMinneapolis federal court (hereinafter the “Minneapolis Action”), alleging thatthe Borrower breached its PCA with Northwest by its actions in response toNorthwest’s breach of the PCA.

 

Thetwo cases have now been consolidated before the Court in Fort Worth.

 

Weare unable to estimate the amount of the loss, if any, that might arise fromthis litigation.

 

----

 

**Schedule 10.02**

 

Notice Addresses

 

If to the Borrower:

 

Attn: Treasurer

Sabre Inc.

3150 Sabre Drive

Southlake, TX  76092-2103

Tel: 682-605-1742

Fax: 682-605-7711

Email:  Fred.Pensotti@sabre-holdings.com

Website Address:  www.sabre-holdings.com

 

If to the AdministrativeAgent:

 

Attn:  Larry Benison

Morgan Stanley SeniorFunding, Inc.

1633 Broadway – 25thFloor

New York, NY 10019

Phone: 212-537-1439

Fax: 212-537-1867 / 1866

 

----