exv10w1






Exhibit 10.1




EXECUTION VERSION





     FOURTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of
September 30, 2011 (this “Amendment”), to the THIRD AMENDED AND
RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as
amended and restated on January 29, 2007, as further amended
and restated on May 23, 2007, as further amended and restated
on October 22, 2010 (as heretofore amended, the “Existing
Credit Agreement”), among TRAVELPORT LLC, a Delaware limited
liability company (the “Borrower”), TRAVELPORT LIMITED, a
company incorporated under the laws of Bermuda (“Holdings”),
WALTONVILLE LIMITED, a company incorporated under the laws of
Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG)
S.À.R.L., a société à responsabilité limitée incorporated under
the laws of Luxembourg (“TDS Intermediate Parent”), UBS AG,
STAMFORD BRANCH, as Administrative Agent, Collateral Agent and
L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, the
Lenders from time to time party thereto, CREDIT SUISSE
SECURITIES (USA) LLC, as Syndication Agent, and the other
parties thereto.



          A. The Borrower has requested an amendment to the Existing Credit
Agreement pursuant to which certain provisions of the Existing Credit
Agreement will be amended as set forth herein. The Borrower and the other
Loan Parties have further requested amendments to the Guaranty and the
Security Agreement as set forth herein.




          B. The existing Dollar Revolving Credit Lenders who have an entry
opposite their names on Schedule 2.01A hereto under the headings “Extended
Dollar Revolving Credit Commitments” and/or “Extended Dollar Revolving
Credit Loans” (such Lenders being collectively referred to as the
“Extended Dollar Revolving Credit Lenders”) have agreed to extend the
Maturity Date of their Dollar Revolving Credit Commitments and Dollar
Revolving Credit Loans, if any, in the principal amounts reflected for
each such Lender under such applicable headings (the Dollar Revolving
Credit Commitments and the Dollar Revolving Credit Loans so extended being
collectively referred to as the “Extended Dollar Revolving Credit
Commitments” and “Extended Dollar Revolving Credit Loans”, respectively),
in each case on the terms and subject to the conditions set forth herein.




          C. The existing Alternative Currency Revolving Credit Lenders who
have an entry opposite their names on Schedule 2.01A hereto under the
headings “Extended Alternative Currency Revolving Credit Commitments”
and/or “Extended Alternative Currency Revolving Credit Loans” (such
Lenders being collectively referred to as the “Extended Alternative
Currency Revolving Credit Lenders”) have agreed to extend the Maturity
Date of their Alternative Currency Revolving Credit Commitments and
Alternative Currency Revolving Credit Loans, if any, in the principal
amounts reflected for each such Lender under such applicable headings (the
Alternative Currency Revolving Credit Commitments and the Alternative
Currency Revolving Credit Loans so extended being collectively referred to
as the “Extended Alternative Currency










 



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Revolving Credit Commitments” and “Extended Alternative Currency Revolving Credit
Loans”, respectively), in each case on the terms and subject to the conditions set
forth herein.




          D. In order to effect the foregoing, the Borrower and the other
parties hereto desire to amend and restate, as of the Fourth Amendment and
Restatement Effective Date, the Existing Credit Agreement, the Guaranty
and the Security Agreement, in each case on the terms and subject to the
conditions set forth herein.




          Accordingly, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, Holdings, Intermediate Parent, TDS
Intermediate Parent, the Administrative Agent, the Collateral Agent, the
L/C Issuers, the Swing Line Lender, the Amendment Arrangers (as defined
below) and the Lenders party hereto hereby agree as follows:




          SECTION 1. Defined Terms. Capitalized terms used but not
otherwise defined herein (including the preliminary statements hereto)
have the meanings assigned to them in the Existing Credit Agreement or the
Restated Credit Agreement (as defined below), as the context may require.
The provisions of Section 1.02 of the Existing Credit Agreement are hereby
incorporated by reference herein, mutatis mutandis. The term “Amendment
Arrangers” means Credit Suisse Securities (USA) LLC and UBS Securities
LLC, in their capacities as the joint lead arrangers and joint bookrunners
for this Amendment.




          SECTION 2. Amendment and Restatement. (a) Effective as of the
Fourth Amendment and Restatement Effective Date:





          (i) the Existing Credit Agreement is hereby amended and
restated in its entirety to be in the form of the Fourth Amended and
Restated Credit Agreement attached as Exhibit A hereto (the Existing
Credit Agreement as so amended and restated, the “Restated Credit
Agreement”);




          (ii) Exhibit A to the Existing Credit Agreement is hereby
amended and restated to be in the form of Exhibit B hereto;




          (iii) Exhibit D to the Existing Credit Agreement is hereby
amended and restated to be in the form of Exhibit C hereto;




          (iv) Exhibit E to the Existing Credit Agreement is hereby
amended and restated to be in the form of Exhibit D hereto;




          (v) Exhibit F to the Existing Credit Agreement is hereby
amended and restated to be in the form of Exhibit E hereto;




          (vi) Exhibit G to the Existing Credit Agreement is hereby
amended and restated to be in the form of Exhibit F hereto;









 



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          (vii) Schedule 5.12 to the Existing Credit Agreement is hereby
amended and restated to be in the form of Schedule 5.12 hereto; and




          (viii) Schedule 7.02(f) to the Existing Credit Agreement is
hereby amended and restated to be in the form of Schedule 7.02(f)
hereto.



          (b) Except as expressly set forth above, all schedules and exhibits
referred to in the Restated Credit Agreement shall be deemed to refer to
the corresponding schedules and exhibits to the Existing Credit Agreement.




          SECTION 3. Concerning the Revolving Credit Commitments and the
Revolving Credit Loans. (a) On the Fourth Amendment and Restatement
Effective Date, the Dollar Revolving Credit Commitments and the Dollar
Revolving Credit Loans of each Extended Dollar Revolving Credit Lender in
an aggregate principal amount set forth on Schedule 2.01A under the
headings “Extended Dollar Revolving Credit Commitments” and “Extended
Dollar Revolving Credit Loans”, respectively, in each case opposite the
name of such Lender shall convert into Extended Dollar Revolving Credit
Commitments and Extended Dollar Revolving Credit Loans of such Lender,
respectively, and shall continue to be in effect and outstanding under the
Restated Credit Agreement on the terms and conditions set forth therein.
In the event the Dollar Revolving Credit Loans of any Extended Dollar
Revolving Credit Lender outstanding on the Fourth Amendment and
Restatement Effective Date (immediately prior to the consummation of such
conversion), if any, shall be of more than one Type or, in the case of
Eurocurrency Rate Loans, shall have more than one Interest Period, such
conversion shall be accomplished by means of each such Dollar Revolving
Credit Loan converting into an Extended Dollar Revolving Credit Loan of
the same Type as such original Loan (and, where applicable, having the
initial Interest Period that ends on the last day of the Interest Period
applicable to such original Loan) in the same proportion as the aggregate
principal amount set forth on Schedule 2.01A under the heading “Extended
Dollar Revolving Credit Loans” opposite the name of such Lender bears to
the aggregate principal amount of all the Dollar Revolving Credit Loans of
such Lender as of the Fourth Amendment and Restatement Effective Date
(determined immediately prior to the consummation of such conversion).




          (b) On the Fourth Amendment and Restatement Effective Date, the
Alternative Currency Revolving Credit Commitments and the Alternative
Currency Revolving Credit Loans of each Extended Alternative Currency
Revolving Credit Lender in an aggregate principal amount set forth on
Schedule 2.01A under the headings “Extended Alternative Currency Revolving
Credit Commitments” and “Extended Alternative Currency Revolving Credit
Loans”, respectively, in each case opposite the name of such Lender shall
convert into Extended Alternative Currency Revolving Credit Commitments
and Extended Alternative Currency Revolving Credit Loans of such Lender,
respectively, and shall continue to be in effect and outstanding under the
Restated Credit Agreement on the terms and conditions set forth therein.
In the event the Alternative Currency Revolving Credit Loans of any
Extended Alternative Currency Revolving Credit Lender outstanding on the
Fourth Amendment and Restatement Effective Date (immediately prior to the
consummation of such conversion), if any, shall















 



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be denominated in more than one Alternative Currency or of more than one Type or, in
the case of Eurocurrency Rate Loans, shall have more than one Interest Period, such
conversion shall be accomplished by means of each such Alternative Currency
Revolving Credit Loan converting into an Alternative Currency Revolving Credit Loan
denominated in the same Alternative Currency and of the same Type as such original
Loan (and, where applicable, having the initial Interest Period that ends on the
last day of the Interest Period applicable to such original Loan) in the same
proportion as the aggregate principal amount set forth on Schedule 2.01A under the
heading “Extended Alternative Currency Revolving Credit Loans” opposite the name of
such Lender bears to the aggregate principal amount of all the Alternative Currency
Revolving Credit Loans of such Lender as of the Fourth Amendment and Restatement
Effective Date (determined immediately prior to the consummation of such
conversion).




          (c) The Dollar Revolving Credit Commitments and the Dollar Revolving
Credit Loans of any Dollar Revolving Credit Lender that are not Extended
Dollar Revolving Credit Commitments and Extended Dollar Revolving Credit
Loans, respectively, shall constitute “Non-Extended Dollar Revolving
Credit Commitments” and “Non-Extended Dollar Revolving Credit Loans”,
respectively, and the Alternative Currency Revolving Credit Commitments
and the Alternative Currency Revolving Credit Loans of any Alternative
Currency Revolving Credit Lender that are not Extended Alternative
Currency Revolving Credit Commitments and Extended Alternative Currency
Revolving Credit Loans, respectively, shall constitute “Non-Extended
Alternative Currency Revolving Credit Commitments” and “Non-Extended
Alternative Currency Revolving Credit Loans”, respectively, in each case
under the Restated Credit Agreement and shall continue to be in effect and
outstanding under the Restated Credit Agreement on the terms and
conditions set forth therein.




          (d) None of transactions set forth in this Section 3 shall be deemed
to be a conversion of any Revolving Credit Loan into a Loan of a different
Type or with a different Interest Period or a payment or prepayment of any
Revolving Credit Loan, and the parties hereto hereby agree that no
breakage or similar costs will accrue solely as a result of the
transactions contemplated by this Section 3.




          SECTION 4. [Reserved].




          SECTION 5. Representations and Warranties. Holdings,
Intermediate Parent, TDS Intermediate Parent and the Borrower hereby
represent and warrant to each other party hereto that:




          (a) The execution, delivery and performance by Holdings, Intermediate
Parent, TDS Intermediate Parent and the Borrower of this Amendment, and
the consummation of the transactions contemplated hereby, are within their
respective corporate or other powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will
not (i) contravene the terms of any of any such Person’s Organization
Documents, (ii) conflict with or result in any breach or contravention of,
or the creation of any Lien under (other than as permitted by Section
7.01 of the Restated Credit Agreement), or require any payment to be made under (A)
















 



5



any Contractual Obligation to which such Person is a party or which affects such
Person or the properties of such Person or any of its Subsidiaries, or (B) any
material order, injunction, writ or decree of any Governmental Authority or any
arbitral award to which such Person or any of its properties is subject, or (iii)
violate any material Law; except with respect to any conflict, breach, contravention
or payment (but not creation of Liens) referred to in clause (ii)(A), to the extent
that such conflict, breach, contravention or payment could not reasonably be
expected to have a Material Adverse Effect.




          (b) This Amendment has been duly executed and delivered by each of
Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower,
and constitutes a legal, valid and binding obligation of each such Person,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by Debtor Relief Laws, fraudulent transfer,
preference or similar laws and by general principles of equity.




          (c) None of the Collateral Documents in effect on the Fourth
Amendment and Restatement Effective Date will be rendered invalid,
non-binding or unenforceable against any Loan Party party thereto as a
result of this Amendment. The Guarantees created under such Collateral
Documents will continue to guarantee the Obligations (as the Obligations
are modified hereunder) to the same extent as they guaranteed the
Obligations immediately prior to the Fourth Amendment and Restatement
Effective Date. Except as set forth on Schedule 5A hereto, (i) the Liens
created under such Collateral Documents will continue to secure the
Obligations (as the Obligations are modified hereunder), and will continue
to be perfected, in each case, to the same extent as they secured the
Obligations or were perfected immediately prior to the Fourth Amendment
and Restatement Effective Date, and (ii) no further document, instrument
or agreement, or any recording, filing, re-recording or re-filing of any
such Collateral Document or any notice of a Lien created thereby, is
required, as a result of this Amendment in order to maintain the
effectiveness, perfection and priority of such Liens or to maintain the
validity, binding effect or enforceability of such Guarantees.




          (d) The representations and warranties of the Borrower and each other
Loan Party contained in Article V of the Restated Credit Agreement or any
other Loan Document are true and correct in all material respects on and
as of the Fourth Amendment and Restatement Effective Date (in each case,
except to the extent that any representation or warranty specifically
refers to an earlier date, in which case such representation or warranty
is true and correct in all material respects as of such earlier date);
provided that any representation and warranty that is qualified as to
“materiality”, “Material Adverse Effect” or similar language is true and
correct in all respects on such respective dates.




          (e) After giving effect to the Restated Credit Agreement, no Default
has occurred and is continuing.




          SECTION 6. Effectiveness. This Amendment shall become
effective on and as of the date on which each of the following conditions
precedent is satisfied (such date, the “Fourth Amendment and Restatement
Effective Date”):















 



6







          (a) The Amendment Arrangers shall have executed a counterpart hereof
and shall have received duly executed counterparts of this Amendment that,
when taken together, bear the signatures of Holdings, Intermediate Parent,
TDS Intermediate Parent, the Borrower, the Administrative Agent, the
Collateral Agent, the Amendment Arrangers, each L/C Issuer, the Swing Line
Lender, each Extended Dollar Revolving Credit Lender, each Extended
Alternative Currency Revolving Credit Lender and other Lenders that,
together with the Lenders referred to above, constitute at least the
Required Lenders (it being understood that each Lender’s delivery of an
executed signature page shall be irrevocable except to the extent set
forth in the Memorandum to Lenders dated as of September 28, 2011).




          (b) [Reserved].




          (c) The Amendment Arrangers shall have received the following, each
of which shall be originals or facsimiles (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible
Officer of the signing Loan Party:





          (i) such documents and certificates as the Amendment Arrangers
may reasonably request relating to the organization, existence and
good standing of each Loan Party, the authorization of the
transactions contemplated hereby and any other legal matters
relating to each Loan Party, the Loan Documents or the transactions
contemplated hereby, all in form and substance reasonably
satisfactory to the Amendment Arrangers;




          (ii) favorable legal opinions from (A) Skadden, Arps, Slate,
Meagher & Flom LLP, New York counsel to the Loan Parties, (B)
Conyers Dill & Pearman, Bermuda counsel to Parent, (C) Hassans,
Gibraltar counsel to Intermediate Parent and (D) Arendt & Medernach,
Luxembourg counsel to Intermediate Parent and TDS Intermediate
Parent, in each case in form and substance reasonably satisfactory
to the Amendment Arrangers;




          (iii) a certificate from the Chief Financial Officer of the
Borrower dated the Fourth Amendment and Restatement Effective Date,
certifying as to the accuracy of the representations and warranties
set forth in Section 5 hereof;




          (iv) evidence that all actions, recordings and filings that the
Administrative Agent may deem reasonably necessary to satisfy the
Collateral and Guarantee Requirement shall have been taken,
completed or otherwise provided for in a manner reasonably
satisfactory to the Administrative Agent; and




          (v) a solvency certificate from the Chief Financial Officers of
the Borrower, in form and substance reasonably satisfactory to the
Amendment Arrangers.



          (d) The Administrative Agent shall have received payment from the
Borrower, in Same Day Funds, for the account of each Term Lender and each
Synthetic L/C Lender (other than any Defaulting Lender) that delivers an
executed counterpart signature page to this Amendment at or prior to 5:00
p.m., New York City time, on
















 



7



September 23, 2011 (each, a “Consenting Term Lender”), a consent fee in an aggregate
amount equal to (i) (x) the aggregate principal amount of the Term Loans and the
Synthetic L/C Commitment (whether used or unused) of such Lender as of such time
divided by (y) the aggregate principal amount of the Term Loans and the Synthetic
L/C Commitments (whether used or unused) of all Consenting Term Lenders as of such
time multiplied by (ii) 4.00% of the aggregate principal amount of the Term Loans
and the Synthetic L/C Commitments (whether used or unused) of all Lenders as of such
time.




          (e) The Administrative Agent shall have received payment from the
Borrower, in Same Day Funds, for the account of each Revolving Credit
Lender (other than any Defaulting Lender and regardless of whether such
Revolving Credit Lender is an Extended Revolving Credit Lender or a
Non-Extended Revolving Credit Lender) that delivers an executed
counterpart signature page to this Amendment at or prior to 5:00 p.m., New
York City time, on September 23, 2011 (each, a “Consenting Revolving
Lender”), a consent fee in an aggregate amount equal to (i) (x) the
aggregate principal amount of the Revolving Credit Exposure and the unused
Revolving Credit Commitment of such Lender as of such time divided by (y)
the aggregate principal amount of the Revolving Credit Exposure and the
unused Revolving Credit Commitments of all Consenting Revolving Lenders as
of such time multiplied by (ii) 2.00% of the aggregate principal amount of
the Revolving Credit Exposure and the unused Revolving Credit Commitments
of all Revolving Credit Lenders as of such time.




          (f) [Reserved].




          (g) The Administrative Agent and the Amendment Arrangers shall have
received all other fees and other amounts due and payable to them in
connection with this Amendment and invoiced before the Fourth Amendment
and Restatement Effective Date, including reimbursement or payment of all
reasonable documented out-of-pocket expenses (including reasonable fees,
disbursements and other charges of counsel) required to be reimbursed or
paid by any Loan Party in connection with the Amendment.




          (h) Each Loan Party shall have entered into a written instrument in
form and substance reasonably satisfactory to the Amendment Arrangers
pursuant to which it confirms that it consents to this Amendment and
reaffirms that the Collateral Documents to which it is party will continue
to apply in respect of the Restated Credit Agreement and the Obligations
of such Loan Party hereunder and thereunder.




          (i) Each Loan Party, the Collateral Agent, the Administrative Agent,
the Second Lien Collateral Agent and the Second Lien Administrative Agent
shall have delivered executed counterparts of the Intercreditor Agreement.




          (j) An amended and restated Guaranty substantially in the form of
Exhibit D hereto shall have been executed and delivered by the parties
thereto.




          (k) An amended and restated Security Agreement substantially in the
form of Exhibit E hereto shall have been executed and delivered by the
parties thereto, and the parties thereto shall have executed and delivered
any amendments to the Collateral















 



8






Documents as shall be reasonably requested by the Collateral Agent to give effect to
the Amendment and the Restructuring Transaction.




          (l) Concurrently with the effectiveness of the Restated Credit
Agreement, the Borrower shall have delivered to the Administrative Agent
executed copies of each of the Second Lien Debt Documents that are to be
executed and delivered on the Fourth Amendment and Restatement Effective
Date, each in form and substance reasonably satisfactory to the Amendment
Arrangers.




          (m) The Administrative Agent shall have received evidence that
Holdings has obtained the Required Consents (as defined in the RSA (as
defined in the PIK Credit Agreement)).




          SECTION 7. Effect of this Amendment; Amendment Arrangers; Certain
Authorizations. (a) Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of, or otherwise affect the rights and remedies of the Agents,
the Arrangers, the L/C Issuers, the Swing Line Lender or the Lenders under
the Existing Credit Agreement or any other Loan Document, and shall not
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Existing Credit
Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle any Loan Party to a consent to,
or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Existing
Credit Agreement or any other Loan Document in similar or different
circumstances.




          (b) On and after the Fourth Amendment and Restatement Effective Date,
each reference in the Existing Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, and each
reference to the Existing Credit Agreement in any other Loan Document,
shall be deemed to be a reference to the Existing Credit Agreement as
amended hereby. This Amendment shall constitute a “Loan Document” for all
purposes of the Existing Credit Agreement, the Restated Credit Agreement
and the other Loan Documents.




          (c) The L/C Issuers, the Swing Line Lender and the Lenders party
hereto hereby authorize the Administrative Agent to enter into such
amendment or amendments to the Restated Credit Agreement or any other Loan
Document as shall be appropriate, in the judgment of the Administrative
Agent, to give effect to the transactions contemplated hereby (including
the Loan and Commitment conversions) or to cure any ambiguity, omission,
defect or inconsistency relating to effectuation of the transactions
contemplated hereby.




          (d) On and after the Fourth Amendment and Restatement Effective Date,
the Amendment Arrangers and their respective officers, directors,
employees, agents and attorneys-in-fact (collectively, the “Amendment
Arranger Related Persons”) shall have the benefit of all the exculpatory,
reimbursement and indemnity provisions that are set forth in the Restated
Credit Agreement or any other Loan Document for the benefit of















 



9






the Administrative Agent, any other Agent or any other Agent-Related Person. Without
limiting the foregoing, each L/C Issuer, the Swing Line Lender and each Lender party
hereto (i) acknowledges that it has made its own analysis and decision to enter into
the Existing Credit Agreement, this Amendment and the other Loan Documents, and that
neither the Amendment Arrangers nor any other Amendment Arranger Related Person has
made any express or implied representation or warranty, or shall be deemed to have
any responsibility or duty, with respect to the completeness, sufficiency or
performance thereof, (ii) acknowledges that it has made its own analysis and
evaluation of the Restructuring Transaction and the Investment Transaction,
including the Intercreditor Agreement and the other Second Lien Debt Documents, and
that neither the Amendment Arrangers nor any other Amendment Arranger Related Person
has made any express or implied representation or warranty, or shall be deemed to
have any responsibility or duty, with respect to the Restructuring Transaction and
the Investment Transaction or the terms and conditions of any Second Lien Debt
Document, and (iii) by delivering its signature page to this Amendment shall be
deemed to have acknowledged receipt of, and consented to and approved, each Loan
Document and each other document required to be delivered to, or be approved by or
satisfactory to, the Administrative Agent or the Amendment Arrangers on the Fourth
Amendment and Restatement Effective Date pursuant to the terms hereof.




          (e) The L/C Issuers, the Swing Line Lender and the Lenders party
hereto acknowledge that obligations of the Borrower and the Guarantors
under the Second Lien Credit Agreement, the Second Lien Debt Documents,
Permitted Refinancing Indebtedness and the Permitted Refinancing
Indebtedness Documents, and certain obligations related thereto, may be
secured by Liens on assets of the Borrower and the Guarantors that
constitute Collateral. The L/C Issuers, the Swing Line Lender and the
Lenders party hereto hereby irrevocably (i) authorize the Administrative
Agent and/or the Collateral Agent to execute and deliver the Intercreditor
Agreement, any intercreditor agreement referred to in the definition of
the term “Permitted Refinancing Indebtedness” or any documents relating
thereto (including any amendments to the Collateral Documents), as the
case may be, in each case as the Administrative Agent shall determine to
be appropriate to cause the Indebtedness under the Second Lien Debt
Documents, the Permitted Refinancing Indebtedness, and certain obligations
related thereto, as the case may be, to be secured on a second priority
basis with the Obligations (or, to the extent permitted by the definition
of “Permitted Refinancing Indebtedness”, first priority basis with the
Obligations), in each case without any further consent, authorization or
other action by any L/C Issuer, the Swing Line Lender or any Lender, (ii)
agree that, upon the execution and delivery of the Intercreditor Agreement
or any such intercreditor agreement or any such document, as the case may
be, each L/C Issuer, the Swing Line Lender and each Lender will be bound
by the provisions thereof as if it were a signatory thereto and will take
no actions contrary to the provisions thereof and (iii) agree that none of
the L/C Issuers, the Swing Line Lender, the Lenders or any other Secured
Party shall have any right of action whatsoever against the Administrative
Agent or the Collateral Agent as a result of any action taken by such
Agent pursuant to this paragraph or in accordance with the terms of the
Intercreditor agreement, any such intercreditor agreement or any such
document, as the case may be.
















 



10




          SECTION 8. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery by
electronic transmission of an executed counterpart of a signature page to
this Amendment shall be effective as delivery of an original executed
counterpart of this Amendment.




          SECTION 9. Governing Law. (a) THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.




          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH PARTY
HERETO (OTHER THAN INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT)
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH PARTY HERETO (OTHER THAN INTERMEDIATE
PARENT AND TDS INTERMEDIATE PARENT) IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO.




          SECTION
10. Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment and shall
not affect the construction of, or be taken into consideration in
interpreting, this Amendment.




[Remainder of page intentionally left blank]





















 



 




     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the date first above written.



	 	 	 	 	 
	 	TRAVELPORT LLC, as Borrower,

 	 
	 	by  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	TRAVELPORT LIMITED, as Holdings,

 	 
	 	by  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and
Assistant Secretary 	 
	 
	 	WALTONVILLE LIMITED, as

Intermediate Parent,

 	 
	 	by  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Director 	 
	 
	 	TDS INVESTOR (LUXEMBOURG),

S.À.R.L., as TDS Intermediate Parent,

 	 
	 	by  	/s/ John Sutherland
 	 
	 	 	Name:  	John Sutherland 	 
	 	 	Title:  	Manager 	 
	 
















 



 







	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, as

Administrative Agent, Collateral Agent and

L/C Issuer,

 	 
	 	by  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa	 
	 	 	Title:  	Associate Director

Banking Products
Services, US 	 
	 
	 	 	 
	 	by  	                              /s/ Joselin Fernandes
 	 
	 	 	Name:  	Joselin Fernandes 	 
	 	 	Title:  	Associate Director

Banking Products Services, US 	 
	 
















 



 







	 	 	 	 	 
	 	CREDIT SUISSE SECURITIES (USA)

LLC, as Amendment Arranger,

 	 
	 	by  	/s/ Joseph Kieffer
 	 
	 	 	Name:  	Joseph Kieffer 	 
	 	 	Title:  	Director 	 
	 
















 



 







	 	 	 	 	 
	 	UBS SECURITIES LLC, as Amendment

Arranger,

 	 
	 	by  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director

Banking Products
Services, US 	 
	 
	 	 	 
	 	by  	                              /s/ Joselin Fernandes
 	 
	 	 	Name:  	Joselin Fernandes 	 
	 	 	Title:  	Associate Director

Banking Products Services, US 	 
	 






[THE REMAINDER OF THE LENDERS’ SIGNATURE PAGES ARE INTENTIONALLY LEFT BLANK]












 






SCHEDULE 2.01A TO

FOURTH AMENDMENT AND RESTATEMENT AGREEMENT

TO CREDIT AGREEMENT OF TRAVELPORT LLC




Schedule 2.01A

Extended Revolving Credit Commitments and Extended Revolving Credit Loans



[As distributed to each individual Lender]






 









 





SCHEDULE 5A TO

FOURTH AMENDMENT AND RESTATEMENT AGREEMENT

TO CREDIT AGREEMENT OF TRAVELPORT LLC




Schedule 5A




          The filing and recording of the Third Mortgage Amendment encumbering the
Mortgaged Property located at 5350 South Valentia Way, Greenwood Village,
Colorado, and the discharge of any encumbrances affecting such Mortgaged
Property arising after the Original Closing Date to the extent otherwise
required under the Restated Credit Agreement.







 









 








EXHIBIT A TO THE FOURTH

AMENDMENT AND RESTATEMENT

AGREEMENT





 











 





EXECUTION VERSION




 





FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of August 23, 2006



As Amended and Restated as of September 30, 2011,



among



TRAVELPORT LLC (F/K/A TRAVELPORT INC.),

as Borrower,



TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.),

as Holdings,



WALTONVILLE LIMITED,

as Intermediate Parent,



TDS INVESTOR (LUXEMBOURG) S.A.R.L.,

as TDS Intermediate Parent,



UBS AG, STAMFORD BRANCH,

as Administrative Agent and L/C Issuer,



UBS LOAN FINANCE LLC,

as Swing Line Lender,



THE OTHER LENDERS PARTY HERETO,



CREDIT SUISSE SECURITIES (USA) LLC,

as Syndication Agent,



and



LEHMAN BROTHERS INC.,

J.P. MORGAN SECURITIES INC. and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Co-Documentation Agents



 





UBS SECURITIES LLC and

CREDIT SUISSE SECURITIES (USA) LLC,

as Co-Lead Arrangers



UBS SECURITIES LLC,

CREDIT SUISSE SECURITIES (USA) LLC,

LEHMAN BROTHERS INC.,

J.P. MORGAN SECURITIES INC. and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Bookrunners



Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005



 











 



 



THE TERM LOANS ARE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF
SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED FROM TIME TO TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE FOURTH
AMENDMENT AND RESTATEMENT EFFECTIVE DATE, A LENDER MAY OBTAIN THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH LOAN
BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE
FOLLOWING ADDRESS: 300 GALLERIA PARKWAY, ATLANTA, GA 30339, ATTENTION OF CHIEF
FINANCIAL OFFICER (FAX NO. (770)563-7878)













 



 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Definitions and Accounting Terms
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	2	 
	SECTION 1.02. Other Interpretive Provisions
	 	 	73	 
	SECTION 1.03. Accounting Terms
	 	 	74	 
	SECTION 1.04. Rounding
	 	 	74	 
	SECTION 1.05. References to Agreements, Laws, Etc
	 	 	74	 
	SECTION 1.06. Times of Day
	 	 	75	 
	SECTION 1.07. Timing of Payment or Performance
	 	 	75	 
	SECTION 1.08. Currency Equivalents Generally
	 	 	75	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	The Commitments and Credit Extensions
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. The Loans
	 	 	76	 
	SECTION 2.02. Borrowings, Conversions and Continuations of Loans
	 	 	79	 
	SECTION 2.03. Letters of Credit
	 	 	82	 
	SECTION 2.04. Swing Line Loans
	 	 	99	 
	SECTION 2.05. Prepayments
	 	 	103	 
	SECTION 2.06. Termination or Reduction of Commitments and Credit-Linked
Deposits
	 	 	110	 
	SECTION 2.07. Repayment of Loans
	 	 	114	 
	SECTION 2.08. Interest
	 	 	116	 
	SECTION 2.09. Fees
	 	 	117	 
	SECTION 2.10. Computation of Interest and Fees
	 	 	118	 
	SECTION 2.11. Evidence of Indebtedness
	 	 	119	 
	SECTION 2.12. Payments Generally
	 	 	120	 
	SECTION 2.13. Sharing of Payments
	 	 	122	 
	SECTION 2.14. [Intentionally Omitted]
	 	 	123	 
	SECTION 2.15. Currency Equivalents
	 	 	123	 
	SECTION 2.16. Defaulting Lenders
	 	 	124	 
	SECTION 2.17. Revolving Credit Loan Modification Offers
	 	 	124	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	Taxes, Increased Costs Protection and Illegality
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Taxes
	 	 	126	 





i








 




	 	 	 	 	 
	 	 	Page
	SECTION 3.02. Illegality
	 	 	129	 
	SECTION 3.03. Inability to Determine Rates
	 	 	129	 
	SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurocurrency Rate Loans
	 	 	130	 
	SECTION 3.05. Funding Losses
	 	 	132	 
	SECTION 3.06. Matters Applicable to All Requests for Compensation
	 	 	132	 
	SECTION 3.07. Replacement of Lenders under Certain Circumstances
	 	 	134	 
	SECTION 3.08. Survival
	 	 	135	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Conditions Precedent to Effectiveness and Credit Extensions
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. [Reserved.]
	 	 	135	 
	SECTION 4.02. Fourth Amendment and Restatement Effective Date
	 	 	135	 
	SECTION 4.03. Conditions to All Credit Extensions
	 	 	135	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Representations and Warranties
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Existence, Qualification and Power; Compliance with Laws
	 	 	136	 
	SECTION 5.02. Authorization; No Contravention
	 	 	136	 
	SECTION 5.03. Governmental Authorization; Other Consents
	 	 	137	 
	SECTION 5.04. Binding Effect
	 	 	137	 
	SECTION 5.05. Financial Statements; No Material Adverse Effect
	 	 	137	 
	SECTION 5.06. Litigation
	 	 	139	 
	SECTION 5.07. No Default
	 	 	139	 
	SECTION 5.08. Ownership of Property; Liens
	 	 	140	 
	SECTION 5.09. Environmental Compliance
	 	 	140	 
	SECTION 5.10. Taxes
	 	 	141	 
	SECTION 5.11. ERISA Compliance
	 	 	141	 
	SECTION 5.12. Subsidiaries; Equity Interests
	 	 	142	 
	SECTION 5.13. Margin Regulations; Investment Company Act
	 	 	142	 
	SECTION 5.14. Disclosure
	 	 	143	 
	SECTION 5.15. Intellectual Property; Licenses, Etc
	 	 	143	 
	SECTION 5.16. Solvency
	 	 	143	 
	SECTION 5.17. Subordination of Junior Financing
	 	 	143	 
	SECTION 5.18. Labor Matters
	 	 	144	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Affirmative Covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Financial Statements
	 	 	144	 
	SECTION 6.02. Certificates; Other Information
	 	 	145	 




ii









 




	 	 	 	 	 
	 	 	Page
	SECTION 6.03. Notices
	 	 	147	 
	SECTION 6.04. Payment of Obligations
	 	 	147	 
	SECTION 6.05. Preservation of Existence, Etc
	 	 	147	 
	SECTION 6.06. Maintenance of Properties
	 	 	148	 
	SECTION 6.07. Maintenance of Insurance
	 	 	148	 
	SECTION 6.08. Compliance with Laws
	 	 	148	 
	SECTION 6.09. Books and Records
	 	 	148	 
	SECTION 6.10. Inspection Rights
	 	 	148	 
	SECTION 6.11. Covenant to Guarantee Obligations and Give Security
	 	 	149	 
	SECTION 6.12. Compliance with Environmental Laws
	 	 	151	 
	SECTION 6.13. Further Assurances and Post-Closing Conditions
	 	 	152	 
	SECTION 6.14. Designation of Subsidiaries
	 	 	153	 
	SECTION 6.15. Flood Insurance
	 	 	154	 
	SECTION 6.16. Orbitz Indebtedness
	 	 	154	 
	SECTION 6.17. Post-Closing Matters
	 	 	154	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	Negative Covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Liens
	 	 	156	 
	SECTION 7.02. Investments
	 	 	160	 
	SECTION 7.03. Indebtedness
	 	 	164	 
	SECTION 7.04. Fundamental Changes
	 	 	167	 
	SECTION 7.05. Dispositions
	 	 	169	 
	SECTION 7.06. Restricted Payments
	 	 	172	 
	SECTION 7.07. Change in Nature of Business
	 	 	175	 
	SECTION 7.08. Transactions with Affiliates
	 	 	175	 
	SECTION 7.09. Burdensome Agreements
	 	 	176	 
	SECTION 7.10. Use of Proceeds
	 	 	178	 
	SECTION 7.11. Maximum Total Leverage Ratio
	 	 	178	 
	SECTION 7.12. Maximum First Lien Leverage Ratio
	 	 	178	 
	SECTION 7.13. Minimum Liquidity
	 	 	178	 
	SECTION 7.14. Accounting Changes
	 	 	179	 
	SECTION 7.15. Prepayments, Etc. of Indebtedness
	 	 	179	 
	SECTION 7.16. Equity Interests of the Borrower and Restricted Subsidiaries
	 	 	180	 
	SECTION 7.17. Holding Company; Foreign Subsidiaries
	 	 	180	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	Events of Default and Remedies
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Events of Default
	 	 	180	 
	SECTION 8.02. Remedies Upon Event of Default
	 	 	183	 
	SECTION 8.03. Exclusion of Immaterial Subsidiaries
	 	 	184	 
	SECTION 8.04. Application of Funds
	 	 	184	 




iii









 




	 	 	 	 	 
	 	 	Page
	SECTION 8.05. Borrower’s Right to Cure
	 	 	185	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	Administrative Agent and Other Agents
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Appointment and Authorization of Agents
	 	 	186	 
	SECTION 9.02. Delegation of Duties
	 	 	187	 
	SECTION 9.03. Liability of Agents
	 	 	187	 
	SECTION 9.04. Reliance by Agents
	 	 	188	 
	SECTION 9.05. Notice of Default
	 	 	188	 
	SECTION 9.06. Credit Decision; Disclosure of Information by Agents
	 	 	189	 
	SECTION 9.07. Indemnification of Agents
	 	 	190	 
	SECTION 9.08. Agents in their Individual Capacities
	 	 	190	 
	SECTION 9.09. Successor Agents
	 	 	191	 
	SECTION 9.10. Administrative Agent May File Proofs of Claim
	 	 	192	 
	SECTION 9.11. Collateral and Guaranty Matters
	 	 	193	 
	SECTION 9.12. Other Agents; Arrangers and Managers
	 	 	194	 
	SECTION 9.13. Appointment of Supplemental Administrative Agents
	 	 	194	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01. Amendments, Etc
	 	 	195	 
	SECTION 10.02. Notices and Other Communications; Facsimile Copies
	 	 	198	 
	SECTION 10.03. No Waiver; Cumulative Remedies
	 	 	199	 
	SECTION 10.04. Attorney Costs, Expenses and Taxes
	 	 	199	 
	SECTION 10.05. Indemnification by the Borrower
	 	 	200	 
	SECTION 10.06. Payments Set Aside
	 	 	201	 
	SECTION 10.07. Successors and Assigns
	 	 	202	 
	SECTION 10.08. Confidentiality
	 	 	206	 
	SECTION 10.09. Setoff
	 	 	207	 
	SECTION 10.10. Interest Rate Limitation
	 	 	208	 
	SECTION 10.11. Counterparts
	 	 	208	 
	SECTION 10.12. Integration
	 	 	209	 
	SECTION 10.13. Survival of Representations and Warranties
	 	 	209	 
	SECTION 10.14. Severability
	 	 	209	 
	SECTION 10.15. Tax Forms
	 	 	209	 
	SECTION 10.16. GOVERNING LAW
	 	 	212	 
	SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	212	 
	SECTION 10.18. Binding Effect
	 	 	212	 
	SECTION 10.19. Judgment Currency
	 	 	213	 
	SECTION 10.20. Lender Action
	 	 	213	 
	SECTION 10.21. USA PATRIOT Act
	 	 	214	 
	SECTION 10.22. Agent for Service of Process
	 	 	214	 




iv









 




SCHEDULES




	 	 	 

	1.01A

	 	[Reserved]
	1.01B

	 	Certain Security Interests and Guarantees
	1.01C

	 	Unrestricted Subsidiaries
	1.01D

	 	Mandatory Cost
	1.01E

	 	Existing Letters of Credit
	1.01F

	 	[Reserved]
	1.01G

	 	Excluded Subsidiaries
	2.01

	 	Commitments
	2.03(a)(iii)(B)

	 	Certain Letters of Credit
	5.05

	 	Certain Liabilities
	5.09(b)

	 	Environmental Matters
	5.09(d)

	 	Hazardous Materials
	5.10

	 	Taxes
	5.11(a)

	 	ERISA Compliance
	5.12

	 	Subsidiaries and Other Equity Investments
	7.01(b)

	 	Existing Liens
	7.02(f)

	 	Existing Investments
	7.03(b)

	 	Existing Indebtedness
	7.04(f)

	 	Permitted Subsidiary Fundamental Changes
	7.05(k)

	 	Dispositions
	7.05(m)

	 	Permitted Subsidiary Dispositions
	7.08

	 	Transactions with Affiliates
	7.09

	 	Existing Restrictions
	10.02

	 	Administrative Agent’s Office, Certain Addresses for Notices






EXHIBITS




	 	 	 
	Form of	 	 
	A

	 	Committed Loan Notice
	B

	 	Swing Line Loan Notice
	C

	 	[Reserved]
	D

	 	Compliance Certificate
	E

	 	Assignment and Assumption
	F

	 	Guaranty
	G

	 	Security Agreement
	H

	 	[Reserved]
	I

	 	[Reserved]
	J

	 	Intellectual Property Security Agreement
	K

	 	Intercreditor Agreement




v









 





     FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of August 23, 2006, as amended and restated
as of September 30, 2011, among TRAVELPORT LLC (F/K/A
TRAVELPORT INC.), a Delaware limited liability
company (the “Borrower”), TRAVELPORT LIMITED (F/K/A
TDS INVESTOR (BERMUDA) LTD.), a company incorporated
under the laws of Bermuda (“Holdings”), WALTONVILLE
LIMITED, a company incorporated under the laws of
Gibraltar (“Intermediate Parent”), TDS INVESTOR
(LUXEMBOURG) S.À.R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg
(“TDS Intermediate Parent”), UBS AG, STAMFORD BRANCH,
as Administrative Agent, Collateral Agent and L/C
Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender,
each lender from time to time party hereto
(collectively, the “Lenders” and individually, a
“Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as
Syndication Agent, and LEHMAN BROTHERS INC., J.P.
MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT
PARTNERS L.P., as Co-Documentation Agents.



PRELIMINARY STATEMENTS




          The Borrower, Holdings, Intermediate Parent, TDS Intermediate
Parent, UBS AG, Stamford Branch, as Administrative Agent and an L/C
Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse
Securities (USA) LLC, as Syndication Agent, and Lehman Brothers
Inc., Citicorp North America, Inc. and Deutsche Bank AG New York
Branch, as Co-Documentation Agents, and the lenders party thereto
(the “Original Lenders”) have previously entered into a Credit
Agreement dated as of August 23, 2006 (the “Original Credit
Agreement”).




          The Original Credit Agreement was amended and restated as of
January 29, 2007 (as so amended and restated, the “First Amended and
Restated Credit Agreement”), was further amended and restated as of
May 23, 2007 (as so amended and restated, the “Second Amended and
Restated Credit Agreement”) and was further amended and restated as
of October 22, 2010 (as so amended and restated, and as further
amended by Amendment No. 1, dated as of March 14, 2011, the “Third
Amended and Restated Credit Agreement”).




          On the Fourth Amendment and Restatement Effective Date, (a)
Holdings and the Borrower have entered into the Second Lien Credit
Agreement providing for Second Lien Term Loans in an aggregate
principal amount of $342,500,000 in exchange for the Tranche A
Intercompany Note and the Tranche B Intercompany Note and (b) the
Third Amended and Restated Credit Agreement has been amended and
restated in the form of this Agreement.













 



2




          The proceeds of the Existing Term Loans have been used for the
purposes set forth in the Original Credit Agreement or the Second
Amended and Restated Credit Agreement, as applicable. The proceeds
of the Tranche S Term Loans made on the Third Amendment and
Restatement Effective Date have been deposited in the Tranche S
Collateral Account and applied as set forth in the Third Amended
and Restated Credit Agreement. The proceeds of Revolving Credit
Loans made on or after the Fourth Amendment and Restatement
Effective Date will be used for working capital and other general
corporate purposes of Holdings and its Subsidiaries, including the
financing of Permitted Acquisitions. Swing Line Loans and Letters
of Credit will be used for general corporate purposes of Holdings
and its Subsidiaries.




          In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:




ARTICLE I




Definitions and Accounting Terms 




          SECTION 1.01. Defined Terms. As used in this
Agreement, the following terms shall have the
meanings set forth below:



          “2016 Senior Notes” means $250,000,000 in aggregate principal
amount of the Borrower’s 9% senior dollar fixed rate notes due
2016.




          “2016 Senior Notes Indenture” means the Indenture for the 2016
Senior Notes, dated as of August 18, 2010.




          “5% Shareholder” means any Person that, to the knowledge of
the Borrower (after due inquiry), together with its Affiliates,
directly or indirectly holds 5% or more of the outstanding Equity
Interests of Holdings and shall include the Affiliates of any such
Person.




          “Accepting Revolving Credit Lenders” has the meaning assigned
to such term in Section 2.17(a).




          “Acquired EBITDA” means, with respect to any Acquired Entity
or Business for any period, the amount for such period of
Consolidated EBITDA of such Acquired Entity or Business (determined
as if references to Holdings, Borrower and the Restricted
Subsidiaries in the definition of Consolidated EBITDA were
references to such Acquired Entity or Business and its
Subsidiaries), all as determined on a consolidated basis for such
Acquired Entity or Business.




          “Acquired Entity or Business” has the meaning specified in the
definition of the term “Consolidated EBITDA” .




          “Act” has the meaning specified in Section 10.21.













 



3




          “Administrative Agent” means UBS AG, Stamford Branch, in its
capacity as administrative agent under the Loan Documents, or any
successor administrative agent.




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




          “Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Administrative Agent.




          “Affected Revolving Credit Class” has the meaning assigned to
such term in Section 2.17(a).




          “Affiliate” means, with respect to any Person, another Person
that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the
Person specified. “Control”  means the possession, directly or
indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling”  and
“Controlled”  have meanings correlative thereto.




          “Agent-Related Persons” means the Agents, together with their
respective Affiliates, and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.




          “Agents” means, collectively, the Administrative Agent, the
Collateral Agent, the Syndication Agent, the Co-Documentation
Agents and the Supplemental Administrative Agents (if any).




          “Aggregate Commitments” means, at any time, the aggregate
Commitments of all the Lenders at such time.




          “Aggregate Alternative Currency Revolving Credit Commitments”
means, at any time, the aggregate Alternative Currency Revolving
Credit Commitments of all the Alternative Currency Revolving Credit
Lenders at such time.




          “Aggregate Dollar Revolving Credit Commitments” means, at any
time, the aggregate Dollar Revolving Credit Commitments of all the
Dollar Revolving Credit Lenders at such time.




          “Aggregate Extended Alternative Currency Revolving Credit
Commitments” means, at any time, the aggregate Extended Alternative
Currency Revolving Credit Commitments of all the Extended
Alternative Currency Revolving Credit Lenders at such time.













 



4




          “Aggregate Extended Dollar Revolving Credit Commitments”
means, at any time, the aggregate Extended Dollar Revolving Credit
Commitments of all the Extended Dollar Revolving Credit Lenders at
such time.




          “Aggregate Extended Synthetic L/C Commitments” means, at any
time, the aggregate Extended Synthetic L/C Commitments of all the
Extended Synthetic L/C Lenders at such time.




          “Aggregate Non-Extended Synthetic L/C Commitments” means, at
any time, the aggregate Non-Extended Synthetic L/C Commitments of
all the Non-Extended Synthetic L/C Lenders at such time.




          “Aggregate Synthetic L/C Commitments” means, at any time, the
aggregate Synthetic L/C Commitments of all the Synthetic L/C
Lenders at such time.




          “Agreement” means this Fourth Amended and Restated Credit
Agreement; provided that, where the context so requires, such term
means the Third Amended and Restated Credit Agreement.




          “Agreement Currency” has the meaning specified in Section 10.19.




          “Allocable Revolving Share” means, at any time, (a) with
respect to the Non-Extended Revolving Credit Commitments or the
Non-Extended Revolving Credit Lenders, the percentage of the
aggregate Revolving Credit Commitments represented at such time by
the aggregate Non-Extended Revolving Credit Commitments, (b) with
respect to the Extended Revolving Credit Commitments or the
Extended Revolving Credit Lenders, the percentage of the aggregate
Revolving Credit Commitments represented at such time by the
aggregate Extended Revolving Credit Commitments, (c) with respect
to the Non-Extended Dollar Revolving Credit Commitments or the
Non-Extended Dollar Revolving Credit Lenders, the percentage of the
Aggregate Dollar Revolving Credit Commitments represented at such
time by the Non-Extended Dollar Revolving Credit Commitments, (d)
with respect to the Extended Dollar Revolving Credit Commitments or
the Extended Dollar Revolving Credit Lenders, the percentage of the
Aggregate Dollar Revolving Credit Commitments represented at such
time by the Extended Dollar Revolving Credit Commitments, (e) with
respect to the Non-Extended Alternative Currency Revolving Credit
Commitments or the Non-Extended Alternative Currency Revolving
Credit Lenders, the percentage of the Aggregate Alternative
Currency Revolving Credit Commitments represented at such time by
the Non-Extended Alternative Currency Revolving Credit Commitments
and (f) with respect to the Extended Alternative Currency Revolving
Credit Commitments or the Extended Alternative Currency Revolving
Credit Lenders, the percentage of the Aggregate Alternative
Currency Revolving Credit Commitments represented at such time by
the Extended Alternative Currency Revolving Credit Commitments.




          “Alternative Currency” means Sterling or Euros.




          “Alternative Currency Revolving Credit Borrowing” means a
borrowing consisting of simultaneous Alternative Currency Revolving
Credit Loans of











 



5



the same Type, and denominated in the same Alternative Currency, and having the
same Interest Period made by each of the Alternative Currency Revolving Credit
Lenders pursuant to Section 2.01(c)(ii).




          “Alternative Currency Revolving Credit Commitments” means a
Non-Extended Alternative Currency Revolving Credit Commitment or an
Extended Alternative Currency Revolving Credit Commitment, or a
combination thereof, as the context may require.




          “Alternative Currency Revolving Credit Exposure” means, as to
each Lender, the sum of the outstanding principal amount of such
Lender’s Alternative Currency Revolving Credit Loans and its Pro
Rata Share (determined on the basis of the aggregate amount of its
Alternative Currency Revolving Credit Commitment as a percentage of
the Aggregate Alternative Currency Revolving Credit Commitments) of
the Alternative Currency Revolving L/C Obligations at such time.




          “Alternative Currency Revolving Credit Facility” means, at any
time, the aggregate Dollar Amount of the Alternative Currency
Revolving Credit Commitments, and the extensions of credit made
thereunder, at such time.




          “Alternative Currency Revolving Credit Lender” means a
Non-Extended Alternative Currency Revolving Credit Lender or an
Extended Alternative Currency Revolving Credit Lender, or a
combination thereof, as the context may require.




          “Alternative Currency Revolving Credit Loan” has the meaning
specified in Section 2.01(c)(ii).




          “Alternative Currency Revolving Exposure Readjustment Date”
has the meaning specified in Section 2.03(a)(ii).




          “Alternative Currency Revolving L/C Advance” means, with
respect to each Alternative Currency Revolving Credit Lender, such
Lender’s funding of its participation in any Alternative Currency
Revolving L/C Borrowing in accordance with its Pro Rata Share
(determined on the basis of the aggregate amount of its Alternative
Currency Revolving Credit Commitment as a percentage of the
Aggregate Alternative Currency Revolving Credit Commitments).




          “Alternative Currency Revolving L/C Borrowing” means an
extension of credit resulting from a drawing under any Alternative
Currency Revolving Letter of Credit which has not been reimbursed
on the applicable Honor Date or refinanced as an Alternative
Currency Revolving Credit Borrowing.




          “Alternative Currency Revolving L/C Credit Extension” means,
with respect to any Alternative Currency Revolving Letter of
Credit, the issuance thereof or extension of the expiry date
thereof, or the renewal or increase of the amount thereof.




          “Alternative Currency Revolving L/C Issuer” means UBS AG,
Stamford Branch and any other Lender that becomes an Alternative
Currency Revolving













 



6



L/C Issuer in accordance with Section 2.03(j) or 10.07(j), in each case, in its
capacity as an issuer of Alternative Currency Revolving Letters of Credit
hereunder, or any successor issuer of Alternative Currency Revolving Letters of
Credit hereunder.




          “Alternative Currency Revolving L/C Obligations” means, as at
any date of determination, the aggregate maximum amount then
available to be drawn under all outstanding Alternative Currency
Revolving Letters of Credit (whether or not such maximum amount is
then in effect under any such Alternative Currency Revolving Letter
of Credit if such maximum amount increases periodically pursuant to
the terms of such Alternative Currency Revolving Letter of Credit)
plus the aggregate of all Unreimbursed Amounts in respect of
Alternative Currency Revolving Letters of Credit, including, without
duplication, all Alternative Currency Revolving L/C Borrowings.




          “Alternative Currency Revolving Letter of Credit” means a
Letter of Credit denominated in an Alternative Currency.




          “Applicable Rate” means a percentage per annum equal to:





     (a) with respect to Non-Extended Revolving Credit Loans, unused
Non-Extended Revolving Credit Commitments, Letter of Credit fees
relating to the Non-Extended Revolving Credit Commitments,
Non-Extended Tranche B Dollar Term Loans, Non-Extended Euro Term
Loans and Non-Extended Synthetic L/C Facility fees, the following
percentages per annum, based upon the Total Leverage Ratio as set
forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(b):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Eurocurrency	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Rate for Non-	 	 	 	 	 	 	 	 	 	 	 	 	 	Eurocurrency	 	 
	 	 	 	 	Extended	 	 	 	 	 	 	 	 	 	 	 	 	 	Rate for	 	Base Rate
	 	 	 	 	Revolving	 	Base Rate	 	 	 	 	 	 	 	 	 	Non-Extended	 	for
	 	 	 	 	Credit Loans	 	for	 	 	 	 	 	 	 	 	 	Tranche B	 	Non-
	 	 	 	 	and	 	Non-	 	 	 	 	 	Non-	 	Dollar Term	 	Extended
	 	 	 	 	Non-Extended	 	Extended	 	 	 	 	 	Extended	 	Loans and	 	Tranche
	 	 	 	 	Revolving	 	Revolving	 	 	 	 	 	Synthetic	 	Non-Extended	 	Dollar
	Pricing	 	Total Leverage	 	Letter of	 	Credit	 	Commitment	 	L/C	 	Euro Term	 	Term
	Level	 	Ratio	 	Credit Fees	 	Loans	 	Fee Rate	 	Facility Fee	 	Loans	 	Loans
	1

	 	>4.5:1
	 	 	2.75	%	 	 	1.75	%	 	 	0.50	%	 	 	2.50	%	 	 	2.50	%	 	 	1.50	%
	2

	 	<4.5:1 but >4.0:1
	 	 	2.50	%	 	 	1.50	%	 	 	0.50	%	 	 	2.25	%	 	 	2.25	%	 	 	1.25	%
	3

	 	<4.0:1 but >3.5:1
	 	 	2.25	%	 	 	1.25	%	 	 	0.50	%	 	 	2.25	%	 	 	2.25	%	 	 	1.25	%
	4

	 	<3.5:1 but >3.0:1
	 	 	2.00	%	 	 	1.00	%	 	 	0.375	%	 	 	2.25	%	 	 	2.25	%	 	 	1.25	%
	5

	 	<3.0:1
	 	 	1.75	%	 	 	0.75	%	 	 	0.375	%	 	 	2.25	%	 	 	2.25	%	 	 	1.25	%







     (b) with respect to Extended Revolving Credit Loans,
unused Extended Revolving Credit Commitments and Letter of Credit
fees relating to the Extended Revolving Credit Commitments, the
following percentages per annum:









 



7


	 	 	 	 	 
	Eurocurrency	 	 	 	 
	Rate for	 	 	 	 
	Extended	 	 	 	 
	Revolving	 	 	 	 
	Credit Loans	 	Base Rate	 	 
	and	 	for	 	 
	Extended	 	Extended	 	 
	Revolving	 	Revolving	 	 
	Letter of	 	Credit	 	Commitment
	Credit Fees	 	Loans	 	Fee Rate
	4.50%
	 	3.50%
	 	0.75%







     (c) with respect to Extended Tranche B Dollar Term Loans,
Extended Euro Term Loans and Tranche S Term Loans, the following
percentages per annum:



	 	 	 
	Eurocurrency Rate for	 	 
	Extended Tranche B	 	Base Rate for
	Dollar Term Loans,	 	Extended Tranche B
	Extended Euro Term	 	Dollar Term Loans
	Loans and Tranche S	 	and Tranche S Term
	Term Loans	 	Loans
	4.50%
	 	3.50%







     (d) Any increase or decrease in the Applicable Rate under
clause (a) above resulting from a change in the Total Leverage Ratio
shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b); provided that at the option of the Administrative
Agent or the Required Lenders, the highest Pricing Level shall apply
(i) as of the first Business Day after the date on which a
Compliance Certificate was required to have been delivered but was
not delivered, and shall continue to so apply to and including the
date on which such Compliance Certificate is so delivered (and
thereafter the Pricing Level otherwise determined in accordance with
this definition shall apply) and (ii) as of the first Business Day
after an Event of Default under Section 8.01(a) shall have occurred
and be continuing, and shall continue to so apply to but excluding
the date on which such Event of Default is cured or waived (and
thereafter the Pricing Level otherwise determined in accordance with
this definition shall apply).



     It is understood and agreed that (x) the “Applicable Rate”  (as
defined herein immediately prior to giving effect to the Fourth Amendment
and Restatement Agreement) shall apply for all periods prior to the Fourth
Amendment and Restatement Effective Date and (y) the “Applicable Rate”  (as
defined herein immediately after giving effect to the Fourth Amendment and
Restatement Agreement) shall apply for all periods on and after the Fourth
Amendment and Restatement Effective Date.



          “Appropriate Lender” means, at any time, (a) with respect to
Commitments or Loans of any Class, the Lenders of such Class, (b)
with respect to











 



8



Letters of Credit, (i) the relevant L/C Issuers and (ii) (x) with respect to any
Dollar Revolving Letters of Credit issued pursuant to Section 2.03(a), the
Dollar Revolving Credit Lenders, (y) with respect to any Alternative Currency
Revolving Letters of Credit issued pursuant to Section 2.03(a), the Alternative
Currency Revolving Credit Lenders and (z) with respect to any Synthetic L/C
Letters of Credit issued pursuant to Section
2.03(a), the Synthetic L/C Lenders and (c) with respect to the Swing Line
Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are
outstanding pursuant to Section
2.04(a), the Dollar Revolving Credit Lenders.




          “Approved Bank”  has the meaning specified in clause (c) of the
definition of “Cash Equivalents” .




          “Approved Fund”  means, with respect to any Lender, any Fund
that is administered, advised or managed by (a) such Lender, (b) an
Affiliate of such Lender or (c) an entity or an Affiliate of an
entity that administers, advises or manages such Lender.




          “Arrangers”  means UBS Securities LLC and Credit Suisse
Securities (USA) LLC, each in its capacity as a Joint Bookrunner
and a Co-Lead Arranger under this Agreement.




          “Assignees”  has the meaning specified in Section 10.07(b).




          “Assignment and Assumption”  means an Assignment and Assumption
substantially in the form of Exhibit E.




          “Attorney Costs”  means and includes all reasonable fees,
expenses and disbursements of any law firm or other external legal
counsel.




          “Attributable Indebtedness”  means, on any date, in respect of
any Capitalized Lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of
such date in accordance with GAAP.




          “Audited Financial Statements”  means the Original Closing Date
Audited Financial Statements and the Worldspan Closing Date Audited
Financial Statements.




          “Auto-Renewal Letter of Credit”  has the meaning specified in
Section 2.03(b)(iii).




          “Base Rate”  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 of interest in effect for such day as publicly
announced from time to time by UBS AG, Stamford Branch as its
“prime rate.”  The “prime rate”  is a rate set by UBS AG, Stamford
Branch based upon various factors, including UBS AG, Stamford
Branch costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.
Any change in such rate announced by UBS AG, Stamford Branch shall
take effect at the opening of business on the day specified in the
public announcement of such change.











 



9




          “Base Rate Loan” means a Loan that bears interest based on the
Base Rate.




          “Borrower” has the meaning specified in the introductory
paragraph to this Agreement.




          “Borrowing” means a Revolving Credit Borrowing, a Swing Line
Borrowing, a Term Borrowing or a Non-Extended Synthetic L/C
Borrowing, as the context may require.




          “Business Day” means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the
Administrative Agent’s Office with respect to Obligations
denominated in Dollars is located and:





     (a) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in Dollars in respect of
any such Eurocurrency Rate Loan, or any other dealings in Dollars
to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means any such day on which dealings in
deposits in Dollars are conducted by and between banks in the
London interbank eurodollar market;




     (b) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Euros, any fundings,
disbursements, settlements and payments in Euros in respect of any
such Eurocurrency Rate Loan, or any other dealings in Euros to be
carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means a TARGET Day; and




     (c) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Sterling, any fundings,
disbursements, settlements and payments in Sterling in respect of
any such Eurocurrency Rate Loan, or any other dealings in Sterling
to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan, means any such day on which dealings in
deposits in Sterling are conducted by and between banks in the
London interbank eurodollar market.



          “Capital Expenditures” means, for any period, the aggregate of
(a) all expenditures (whether paid in cash or accrued as
liabilities) by Holdings, the Borrower and the Restricted
Subsidiaries during such period that, in conformity with GAAP, are
or are required to be included as additions during such period to
property, plant or equipment reflected in the consolidated balance
sheet of Holdings, the Borrower and the Restricted Subsidiaries,
(b) all Capitalized Software Expenditures for such period and (c)
the value of all assets under Capitalized Leases incurred by
Holdings, the Borrower and the Restricted Subsidiaries during such
period; provided that the term “Capital Expenditures”  shall not
include (i) expenditures made in connection with the replacement,
substitution, restoration or repair of assets to the extent
financed with (x)












 



10



insurance proceeds paid on account of the loss of or damage to the assets being
replaced, restored or repaired or (y) awards of compensation arising from the
taking by eminent domain or condemnation of the assets being replaced, (ii) the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment to the extent that the gross amount of such purchase price
is reduced by the credit granted by the seller of such equipment for the
equipment being traded in at such time, (iii) the purchase of plant, property or
equipment or software to the extent financed with the proceeds of Dispositions
that are not required to be applied to prepay Term Loans pursuant to Section
2.05(b), (iv) expenditures that constitute any part of Consolidated Lease
Expense, (v) expenditures that are accounted for as capital expenditures by
Holdings, the Borrower or any Restricted Subsidiary and that actually are paid
for by a Person other than Holdings, the Borrower or any Restricted Subsidiary
and for which none of Holdings, the Borrower or any Restricted Subsidiary has
provided or is required to provide or incur, directly or indirectly, any
consideration or obligation to such Person or any other Person (whether before,
during or after such period), (vi) the book value of any asset owned by
Holdings, the Borrower or any Restricted Subsidiary prior to or during such
period to the extent that such book value is included as a capital expenditure
during such period as a result of such Person reusing or beginning to reuse such
asset during such period without a corresponding expenditure actually having
been made in such period; provided that (x) any expenditure necessary in order
to permit such asset to be reused shall be included as a Capital Expenditure
during the period in which such expenditure actually is made and (y) such book
value shall have been included in Capital Expenditures when such asset was
originally acquired, or (vii) expenditures that constitute Permitted
Acquisitions.




          “Capitalized Leases” means all leases that have been or should
be, in accordance with GAAP, recorded as capitalized leases;
provided that for all purposes hereunder the amount of obligations
under any Capitalized Lease shall be the amount thereof accounted
for as a liability in accordance with GAAP.




          “Capitalized Software Expenditures” means, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as
liabilities) by the Borrower and the Restricted Subsidiaries during
such period in respect of purchased software or internally
developed software and software enhancements that, in conformity
with GAAP, are or are required to be reflected as capitalized costs
on the consolidated balance sheet of the Borrower and the
Restricted Subsidiaries.




          “Cash Collateral” has the meaning specified in Section 2.03(f).




          “Cash Collateral Account” means a blocked account at UBS AG,
Stamford Branch (or another commercial bank selected in compliance
with Section 9.09) in the name of the Administrative Agent and
under the sole dominion and control of the Administrative Agent,
and otherwise established in a manner satisfactory to the
Administrative Agent.




          “Cash Collateralize” has the meaning specified in Section 2.03(f).













 



11




          “Cash Equivalents” means any of the following types of
Investments, to the extent owned by Holdings, the Borrower or any
Restricted Subsidiary:





     (a) Dollars, Euros or, in the case of any Foreign Subsidiary,
such local currencies held by it from time to time in the ordinary
course of business;




     (b) readily marketable obligations issued or directly and
fully guaranteed or insured by the government or any agency or
instrumentality of (i) the United States or (ii) any member nation
of the European Union, in each case having average maturities of
not more than 12 months from the date of acquisition thereof;
provided that the full faith and credit of the United States or a
member nation of the European Union is pledged in support thereof;




     (c) time deposits with, or insured certificates of deposit or
bankers’ acceptances of, any commercial bank that (i) is a Lender
or (ii) (A) is organized under the Laws of the United States, any
state thereof, the District of Columbia or any member nation of the
Organization for Economic Cooperation and Development or is the
principal banking Subsidiary of a bank holding company organized
under the Laws of the United States, any state thereof, the
District of Columbia or any member nation of the Organization for
Economic Cooperation and Development, and is a member of the
Federal Reserve System, and (B) has combined capital and surplus of
at least $250,000,000 (any such bank in the foregoing clauses (i)
or (ii) being an “Approved Bank”), in each case with average
maturities of not more than 12 months from the date of acquisition
thereof;




     (d) commercial paper and variable or fixed rate notes issued
by an Approved Bank (or by the parent company thereof) or any
variable or fixed rate note issued by, or guaranteed by, a
corporation rated A-2 (or the equivalent thereof) or better by S&P
or P-2 (or the equivalent thereof) or better by Moody’s, in each
case with average maturities of not more than 12 months from the
date of acquisition thereof;




     (e) repurchase agreements entered into by any Person with a
bank or trust company (including any of the Lenders) or recognized
securities dealer, in each case, having capital and surplus in
excess of $250,000,000 for direct obligations issued by or fully
guaranteed or insured by the government or any agency or
instrumentality of (i) the United States or (ii) any member nation
of the European Union, in which such Person shall have a perfected
first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a fair market value of at
least 100% of the amount of the repurchase obligations;




     (f) securities with average maturities of 12 months or less
from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any
political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government having an
investment grade rating from either S&P or Moody’s (or the
equivalent thereof);









 



12



     (g) Investments with average maturities of 12 months or less
from the date of acquisition in money market funds rated AAA- (or
the equivalent thereof) or better by S&P or Aaa3 (or the equivalent
thereof) or better by Moody’s;




     (h) instruments equivalent to those referred to in clauses (a)
through (g) above denominated in Euros or any other foreign
currency comparable in credit quality and tenor to those referred
to above and customarily used by corporations for cash management
purposes in any jurisdiction outside the United States to the
extent reasonably required in connection with any business
conducted by any Restricted Subsidiary organized in such
jurisdiction; and




     (i) Investments, classified in accordance with GAAP as current
assets of Holdings, the Borrower or any Restricted Subsidiary, in
money market investment programs which are registered under the
Investment Company Act of 1940 or which are administered by
financial institutions having capital of at least $250,000,000,
and, in either case, the portfolios of which are limited such that
substantially all of such investments are of the character, quality
and maturity described in clauses (a) through (h) of this
definition.



          “Cash Management Bank” means any Lender or any Affiliate of a
Lender providing cash management services to Holdings, the Borrower
or any Restricted Subsidiary.




          “Cash Management Obligations” means obligations owed by
Holdings, the Borrower or any Restricted Subsidiary to any Lender
or any Affiliate of a Lender in respect of any overdraft and
related liabilities arising from treasury, depository and cash
management services (including in respect of liabilities arising
from purchase cards, travel and entertainment cards, or other card
services) or any automated clearing house transfers of funds.




          “Casualty Event” means any event that gives rise to the
receipt by Holdings, the Borrower or any Restricted Subsidiary of
any insurance proceeds or condemnation awards in respect of any
equipment, fixed assets or real property (including any
improvements thereon) to replace or repair such equipment, fixed
assets or real property.




          “CERCLA” means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as subsequently amended.




          “CERCLIS” means the Comprehensive Environmental Response,
Compensation and Liability Information System maintained by the
U.S. Environmental Protection Agency.




          “Change of Control” means the earliest to occur of:





     (a) the Permitted Holders ceasing to have the power, directly
or indirectly, to vote or direct the voting of securities having a
majority of the ordinary voting









 



13



power for the election of directors of Holdings; provided that the
occurrence of the foregoing event shall not be deemed a Change of Control
if:




     (i) any time prior to the consummation of a Qualifying IPO,
and for any reason whatsoever, (A) the Permitted Holders
otherwise have the right, directly or indirectly, to designate
(and do so designate) a majority of the board of directors of
Holdings at such time or (B) the Permitted Holders own a
majority of the outstanding voting Equity Interests of Holdings
at such time, or




     (ii) at any time upon or after the consummation of a
Qualifying IPO, and for any reason whatsoever, (A) no “person”
or “group”  (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act, but excluding any employee benefit plan of
such person and its Subsidiaries, and any person or entity
acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan), excluding the Permitted
Holders, shall become the “beneficial owner”  (as defined in
Rules 13(d)-3 and 13(d)-5 under such Act), directly or
indirectly, of more than the greater of (x) thirty-five percent
(35%) of the then outstanding voting stock of Holdings and (y)
the percentage of the then outstanding voting stock of Holdings
owned, directly or indirectly, beneficially by the Permitted
Holders, and (B) during each period of twelve (12) consecutive
months, the board of directors of Holdings shall consist of a
majority of the Continuing Directors; or




     (b) any “Change of Control” (or any comparable term) in any
Second Lien Debt Document or in any document pertaining to the 2016
Senior Notes, the High Yield Notes, any Junior Financing or any
Permitted Refinancing Indebtedness with an aggregate outstanding
principal amount in excess of the Threshold Amount; or




     (c) at any time prior to a Qualifying IPO of the Borrower, the
Borrower ceasing to be a directly or indirectly wholly owned
Subsidiary of Holdings.



          “Class” (a) when used with respect to Lenders, refers to
whether such Lenders are Extended Dollar Revolving Credit Lenders,
Non-Extended Dollar Revolving Credit Lenders, Extended Alternative
Currency Revolving Credit Lenders, Non-Extended Alternative
Currency Revolving Credit Lenders, Extended Tranche B Dollar Term
Lenders, Non-Extended Tranche B Dollar Term Lenders, Extended Euro
Term Lenders, Non-Extended Euro Term Lenders, Extended Synthetic
L/C Lenders or Non-Extended Synthetic L/C Lenders, (b) when used
with respect to Commitments, refers to whether such Commitments are
Extended Dollar Revolving Credit Commitments, Non-Extended Dollar
Revolving Credit Commitments, Extended Alternative Currency
Revolving Credit Commitments, Non-Extended Alternative Currency
Revolving Credit Commitments, Extended Synthetic L/C Commitments or
Non-Extended Synthetic L/C Commitments, (c) when used with respect
to Loans or a Borrowing, refers to whether such Loans, or the Loans
comprising such Borrowing, are Extended Dollar Revolving Credit
Loans, Non-













 



14



Extended Dollar Revolving Credit Loans, Extended Alternative Currency Revolving
Credit Loans, Non-Extended Alternative Currency Revolving Credit Loans, Extended
Tranche B Dollar Term Loans, Non-Extended Tranche B Dollar Term Loans, Extended
Euro Term Loans, Non-Extended Euro Term Loans, Tranche S Term Loans or
Non-Extended Synthetic L/C Loans, (d) when used with respect to Facilities,
refers to whether such Facility is the Extended Dollar Revolving Credit
Facility, the Non-Extended Dollar Revolving Credit Facility, the Extended
Alternative Currency Revolving Credit Facility, the Non-Extended Alternative
Currency Revolving Credit Facility, the Extended Tranche B Dollar Term Facility,
the Non-Extended Tranche B Dollar Term Facility, the Extended Euro Term
Facility, the Non-Extended Euro Term Facility, the Extended Synthetic L/C
Facility or the Non-Extended Synthetic L/C Facility, and (e) when used with
respect to Synthetic L/C Exposure, refers to whether such exposure is Extended
Synthetic L/C Exposure or the Non-Extended Synthetic L/C Exposure.




          “Code” means the U.S. Internal Revenue Code of 1986, as
amended from time to time, and rules and regulations related
thereto.




          “Co-Documentation Agents” means Lehman Brothers Inc., J.P.
Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as
Co-Documentation Agents under this Agreement.




          “Collateral” means all of the “Collateral” , or terms of
similar import, as defined in any Collateral Document, including
the Mortgaged Properties.




          “Collateral Agent” means UBS AG, Stamford Branch, in its
capacity as collateral agent under any of the Loan Documents, or
any successor collateral agent.




          “Collateral and Guarantee Requirement” means, at any time, the
requirement that:





     (a) the Administrative Agent shall have received each
Collateral Document required to be delivered (i) on the Original
Closing Date pursuant to Section 4.01(a)(iii) of the Original
Credit Agreement, (ii) on the Worldspan Closing Date pursuant to
Section 4.01(a)(iii) of the Second Amended and Restated Credit
Agreement or (iii) pursuant to Section 6.11 at such time, duly
executed by each Loan Party thereto;




     (b) all Obligations shall have been unconditionally guaranteed
on or prior to the Fourth Amendment and Restatement Effective Date
by Holdings, TDS Intermediate Parent, any Intermediate Holding
Company that is not an Excluded Subsidiary and each Restricted
Subsidiary of Holdings that is a Domestic Subsidiary and not an
Excluded Subsidiary;




     (c) all guarantees issued or to be issued in respect of the
Senior Subordinated Notes (i) shall be subordinated to the
Guaranties to the same extent that the Senior Subordinated Notes
are subordinated to the Obligations and (ii) shall provide for
their automatic release upon a release of the corresponding
Guaranty;









 



15



     (d) the Obligations and the Guaranties delivered on or prior to
the Fourth Amendment and Restatement Effective Date shall have been
secured by a first-priority security interest in: (i) all of the
Equity Interests of the Borrower, (ii) all Equity Interests (other
than Equity Interests of Unrestricted Subsidiaries and any Equity
Interest of any Restricted Subsidiary pledged to secure Indebtedness
permitted under Section 7.03(g)) of each wholly owned direct
Subsidiary of Holdings, TDS Intermediate Parent, an Intermediate
Holding Company, the Borrower or a Domestic Subsidiary of Holdings
that is a Guarantor on the Fourth Amendment and Restatement
Effective Date, and (iii) 65% of the issued and outstanding Equity
Interests of each wholly owned Foreign Subsidiary that is directly
owned by Holdings, an Intermediate Holding Company, the Borrower or
any Domestic Subsidiary of Holdings that is a Guarantor on the
Fourth Amendment and Restatement Effective Date;




     (e) except to the extent otherwise permitted hereunder or
under any Collateral Document, the Obligations and the Guaranties
shall have been secured by a perfected security interest in, and
mortgages on, substantially all tangible and intangible assets of
Holdings, the Borrower and each other Domestic Guarantor (including
accounts (other than deposit accounts or other bank or securities
accounts, which are the subject of clause (f) below), inventory,
equipment, investment property, contract rights, intellectual
property, other general intangibles, owned (but not leased) real
property and proceeds of the foregoing), in each case, with the
priority required by the Collateral Documents; provided that
security interests in real property shall be limited to the
Mortgaged Properties;




     (f) with respect to each domestic deposit account and other
domestic bank and securities accounts (other than (i) the Tranche S
Collateral Account and (ii) such deposit accounts or other bank or
securities accounts, the average daily balance of which has not, for
any period of twenty (20) consecutive Business Days after the Fourth
Amendment Restatement Effective Date, exceeded $5,000,000 for any
such account), maintained by the Borrower or any Domestic Guarantor
with any depositary bank or securities intermediary, the Collateral
Agent shall have, subject to Section 6.17, received a counterpart,
duly executed and delivered by the Borrower or the applicable
Domestic Guarantor and such depositary bank or securities
intermediary, as the case may be, of a control agreement;




     (g) none of the Collateral shall be subject to any Liens other
than Liens permitted by Section 7.01;




     (h) the Collateral Agent shall have received (i) counterparts
of a Mortgage with respect to (x) the owned real property of the
Loan Parties located at 5350 South Valentia Way, Greenwood Village,
Colorado delivered in accordance with Section 6.16 of the Original
Credit Agreement and (y) each owned property required to be
delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly
executed and delivered by the record owner of such property, (ii) a
policy or policies of title insurance issued by a nationally
recognized title insurance









 



16



company insuring the Lien of each such Mortgage as a valid Lien on the
property described therein, free of any other Liens except as expressly
permitted by Section 7.01, together with such endorsements, coinsurance
and reinsurance as the Administrative Agent may reasonably request, and
(iii) such existing surveys, existing abstracts, existing appraisals,
legal opinions and other documents as the Administrative Agent may
reasonably request with respect to any such Mortgaged Property;




     (i) subject to Section 6.17 and clause (k) below, Holdings and
the Borrower shall use commercially reasonable best efforts to
ensure that, to the extent permitted by Law and subject to no
material adverse tax, regulatory or legal consequences (as
determined by Holdings in good faith after consultation with the
Administrative Agent), the Obligations shall be unconditionally
guaranteed in full by each Restricted Subsidiary of Holdings (other
than an Excluded Subsidiary) that is not required to provide a
guarantee pursuant to clause (b) above, and upon the actual
execution and delivery of each such guarantee pursuant to this
Agreement, such guarantee will also be considered a Guaranty and
such guarantor will also be considered a Guarantor for all purposes
of this Agreement and the other Loan Documents;




     (j) subject to Section 6.17 and clause (k) below, Holdings and
the Borrower shall use commercially reasonable best efforts to
ensure that, to the extent permitted by Law and subject to no
material adverse tax, regulatory or legal consequences (as
determined by Holdings in good faith after consultation with the
Administrative Agent), the Obligations and the Guaranties shall have
been secured by a first-priority security interest in: (i) 100% of
the Equity Interests of each direct wholly owned Foreign Subsidiary
of Holdings (to the extent not already subject to a 100% pledge
pursuant to clause (d) above), (ii) 100% of the issued and
outstanding non-voting Equity Interests of each direct wholly owned
Foreign Subsidiary of a Guarantor (other than Holdings) or of the
Borrower (to the extent not already subject to a 100% pledge
pursuant to clause (d) above) and (iii) 65% of the issued and
outstanding voting Equity Interests of each direct wholly owned
Foreign Subsidiary of a Guarantor (other than Holdings) or of the
Borrower (to the extent not already subject to a 65% pledge pursuant
to clause (d) above); provided that with respect to each direct
wholly owned Foreign Subsidiary of a Guarantor (other than Holdings)
or of the Borrower the non-voting Equity Interests of such Foreign
Subsidiary pledged pursuant to the foregoing clause (ii) and voting
Equity Interests of such Foreign Subsidiary pledged pursuant to the
foregoing clause (iii) shall collectively not exclude more than an
immaterial portion of the economic value of such Foreign Subsidiary;
and




     (k) no Restricted Subsidiary shall be required to provide a
guarantee pursuant to clause (i) above (and any such Restricted
Subsidiary shall be automatically released from its obligations
under a Guaranty) or have its Equity Interests pledged pursuant to
clause (j) above (and any such Equity Interest pledged shall be
automatically released) if it is determined by Holdings acting in









 



17



good faith that (i) the total assets of such Restricted Subsidiary on a
consolidated basis have a value of less than $2,500,000 as of the date of
the most recent financial information prepared for such Restricted
Subsidiary (or, if such financial information has not been prepared within
the prior 12 months, as of a reasonably recent date determined by such
Restricted Subsidiary) or (ii) there are holders of minority interests in
such Restricted Subsidiary or pledges or Liens on the assets of such
Restricted Subsidiary or any other arrangement that would prevent the
economic value of such Restricted Subsidiary from being available to the
Secured Parties in an Insolvency Proceeding (as defined in the
Intercreditor Agreement) of Holdings.



          For purposes of clauses (i) and (j) above, commercially
reasonable best efforts shall include appropriate amendments to
charters and/or the interposition of intermediate holding companies
in furtherance of the requirements of this definition.




          The foregoing definition shall not require the creation or
perfection of pledges of or security interests in, or the obtaining
of title insurance or surveys with respect to, particular assets if
and for so long as, in the reasonable judgment of the
Administrative Agent (confirmed in writing by notice to the
Borrower), the cost of creating or perfecting such pledges or
security interests in such assets or obtaining title insurance or
surveys in respect of such assets shall be excessive in view of the
benefits to be obtained by the Lenders therefrom. The
Administrative Agent may grant extensions of time for the
perfection of security interests in or the obtaining of title
insurance with respect to particular assets (including extensions
beyond the Fourth Amendment and Restatement Effective Date for the
perfection of security interests in the assets of the Loan Parties
on such date) where it reasonably determines, in consultation with
the Borrower, that perfection cannot be accomplished without undue
effort or expense by the time or times at which it would otherwise
be required by this Agreement or the Collateral Documents.




          Notwithstanding the foregoing provisions of this definition or
anything in this Agreement or any other Loan Document to the
contrary, (a) with respect to leases of real property entered into
by the Borrower or any other Domestic Guarantor, the Borrower shall
not be required to take any action with respect to creation or
perfection of security interests with respect to such leases and
(b) Liens required to be granted from time to time pursuant to the
Collateral and Guarantee Requirement shall be subject to exceptions
and limitations set forth in the Collateral Documents as in effect
on the Fourth Amendment and Restatement Effective Date and, to the
extent appropriate in the applicable jurisdiction, as agreed
between the Administrative Agent and the Borrower.




          Notwithstanding anything to the contrary herein or in any
other Loan Document, the Obligations and Guaranties shall not be
secured by any Person’s rights, title or interest in or to the
Second Lien Term Loans held by such Person.




          Notwithstanding the foregoing, no Liens shall be permitted to
exist directly or indirectly on the Tranche A Intercompany Note or
the Second Lien Tranche A Term Loans until the Permitted Transfer
Date.











 



18




          “Collateral Documents”  means, collectively, the Intercreditor
Agreement, the Security Agreement, the Intellectual Property
Security Agreement, the Mortgages, each of the mortgages,
collateral assignments, Security Agreement Supplements, security
agreements, pledge agreements, control agreements or other similar
agreements delivered to the Collateral Agent for the benefit of the
Lenders pursuant to Section 6.11, Section 6.13 or Section 6.17, the
Guaranty and each of the other agreements, instruments or documents
that creates or purports to create a Lien or Guarantee in favor of
the Administrative Agent or the Collateral Agent, as the case may
be, for the benefit of the Secured Parties.




          “Commitment”  means a Revolving Credit Commitment or a
Synthetic L/C Commitment, as the context may require.




          “Committed Loan Notice”  means a notice of (a) a Term
Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of
Loans from one Type to the other, or (d) a continuation of
Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.




          “Compensation Period”  has the meaning specified in Section 2.12(c)(ii).




          “Compliance Certificate”  means a certificate substantially in
the form of Exhibit D.




          “Consolidated EBITDA”  means, for any period, the Consolidated
Net Income for such period, plus:





     (a) without duplication and to the extent already deducted
(and not added back) in arriving at such Consolidated Net Income,
the sum of the following amounts for such period:




     (i) total interest expense and, to the extent not
reflected in such total interest expense, any losses on hedging
obligations or other derivative instruments entered into for
the purpose of hedging interest rate risk, net of interest
income and gains on such hedging obligations, and costs of
surety bonds in connection with financing activities;




     (ii) provision for taxes based on income, profits or
capital of Holdings, the Borrower and the Restricted
Subsidiaries, including state, franchise and similar taxes
(such as the Pennsylvania capital tax) and foreign withholding
taxes paid or accrued during such period;




     (iii) depreciation and amortization including amortization
of Capitalized Software Expenditures;




     (iv) Non-Cash Charges;




     (v) extraordinary losses and unusual or non-recurring
charges, severance, relocation costs and curtailments or
modifications to pension









 



19



and post-retirement employee benefit plans (other than any amounts
that could be added back to Consolidated EBITDA pursuant to clause
(vi) or (ix) below, but for the cap contained therein);




     (vi) restructuring charges or reserves (including
restructuring costs related to acquisitions after the Original
Closing Date and to closure/consolidation of facilities), which
amount, when combined with the amounts added pursuant to clause
(ix) below, shall not exceed $35,000,000 for any period
consisting of four consecutive fiscal quarters;




     (vii) any deductions attributable to minority interests;




     (viii) the amount of management, monitoring, consulting and
advisory fees and related expenses paid to the Sponsor to the
extent permitted hereunder;




     (ix) the amount of any restructuring charges, integration
costs or other business optimization expenses or reserves
deducted (and not added back) in such period in computing
Consolidated Net Income, including any one-time costs incurred
in connection with acquisitions after the Original Closing Date
and costs related to the closure and/or consolidation of
facilities, the separation from Cendant Corporation and the
business-to-consumer platform, which amount, when combined with
the amounts added pursuant to clause (vi) above, shall not
exceed $35,000,000 for any period consisting of four consecutive
fiscal quarters;




     (x) any costs or expenses incurred by Holdings, the
Borrower or a Restricted Subsidiary pursuant to any management
equity plan or stock option plan or any other management or
employee benefit plan or agreement or any stock subscription or
shareholder agreement, to the extent that such costs or expenses
are funded with cash proceeds contributed to the capital of
Holdings, the Borrower or net cash proceeds of an issuance of
Equity Interests of Holdings (other than Disqualified Equity
Interests); and




     (xi) on and after the Worldspan Closing Date, any payments
with respect to the FASA Credits; less




     (b) without duplication and to the extent included in arriving
at such Consolidated Net Income, the sum of the following amounts
for such period:




     (i) extraordinary gains and unusual or non-recurring gains;




     (ii) (a) non-cash gains (excluding any non-cash gain to the
extent it represents the reversal of an accrual or reserve for a
potential cash item that reduced Consolidated EBITDA in any
prior period) and (b) for the year ended December 31, 2005, an
aggregate of (i) $12.5 million applicable to changes in
estimates with respect to the allowance for









 



20



doubtful accounts, (ii) $11.1 million applicable to changes in
estimates of breakage revenues relating to vendor liabilities and
(iii) $2.7 million applicable to changes in estimates with respect
to Orbitz’s affinity credit card-related liability, in each case as
recorded on a quarterly basis;




     (iii) gains on asset sales (other than asset sales in the
ordinary course of business);




     (iv) any net after-tax income from the early
extinguishment of Indebtedness or hedging obligations or other
derivative instruments;




     (v) all gains from investments recorded using the equity
method; provided that Consolidated EBITDA shall be increased by
the amount of dividends or distributions or other payments from
such investment to a Loan Party or the Restricted Subsidiary
which made the investment that are actually paid in cash during
such period (or to the extent converted into cash during such
period); and




     (vi) United EBITDA;


in each case, as determined on a consolidated basis for Holdings, the Borrower
and the Restricted Subsidiaries in accordance with GAAP; provided that, to the
extent included in Consolidated Net Income,





     (i) there shall be excluded in determining Consolidated
EBITDA currency translation gains and losses (after any offset)
related to currency remeasurements of Indebtedness (including
the net loss or gain resulting from Swap Contracts for currency
exchange risk);




     (ii) there shall be excluded in determining Consolidated
EBITDA for any period any adjustments (after any offset)
resulting from the application of Statement of Financial
Accounting Standards No. 133; and




     (iii) there shall be included in determining Consolidated
EBITDA for any period, without duplication, (A) the Acquired
EBITDA of any Person, property, business or asset acquired by
Holdings, Intermediate Parent, TDS Intermediate Parent, the
Borrower or any Restricted Subsidiary during such period (but
not the Acquired EBITDA of any related Person, property,
business or assets to the extent not so acquired), to the
extent not subsequently sold, transferred or otherwise disposed
by the Borrower or such Restricted Subsidiary during such
period (each such Person, property, business or asset acquired
and not subsequently so disposed of, an “Acquired Entity or
Business”), based on the actual Acquired EBITDA of such
Acquired Entity or Business for such period (including the
portion thereof occurring prior to such acquisition) and (B)
for the purposes of the definition of the term “Permitted
Acquisition” , Section 7.11 and Section 7.12, an adjustment in
respect of each Acquired Entity or Business equal to the amount
of the Pro Forma Adjustment with respect to such Acquired









 



21



Entity or Business for such period (including the portion thereof
occurring prior to such acquisition) as specified in a certificate
executed by a Responsible Officer and delivered to the Lenders and
the Administrative Agent and (C) for purposes of determining the
Total Leverage Ratio and the First Lien Leverage Ratio only, there
shall be excluded in determining Consolidated EBITDA for any period
the Disposed EBITDA of any Person, property, business or asset
sold, transferred or otherwise disposed of by Holdings, the
Borrower or any Restricted Subsidiary during such period (each such
Person, property, business or asset so sold or disposed of, a “Sold
Entity or Business”), based on the actual Disposed EBITDA of such
Sold Entity or Business for such period (including the portion
thereof occurring prior to such sale, transfer or disposition).


For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges”
means (a) non-cash losses on discontinued operations and asset sales, disposals
or abandonments (including, without limitation, the Travel 2 Travel 4 operations
being disposed), (b) any impairment charge or asset write-off including, without
limitation, those related to intangible assets, long-lived assets, and
investments in debt and equity securities, in each case, pursuant to GAAP, (c)
all losses from investments recorded using the equity method, (d) stock-based
awards compensation expense, and (e) other non-cash charges including, without
limitation, the amortization of up-front bonuses in connection with the supplier
services business (provided that if any non-cash charges referred to in this
clause (e) represent an accrual or reserve for potential cash items in any
future period, the cash payment in respect thereof in such future period shall
be subtracted from Consolidated EBITDA to such extent, and excluding
amortization of a prepaid cash item that was paid in a prior period).




          “Consolidated Lease Expense” means, for any period, all rental
expenses of Holdings, the Borrower and the Restricted Subsidiaries
during such period under operating leases for real or personal
property (including in connection with sale-leaseback transactions
permitted by Section 7.05(f)), excluding real estate taxes,
insurance costs and common area maintenance charges and net of
sublease income, other than (a) obligations under vehicle leases
entered into in the ordinary course of business, (b) all such
rental expenses associated with assets acquired pursuant to a
Permitted Acquisition to the extent such rental expenses relate to
operating leases in effect at the time of (and immediately prior
to) such acquisition and related to periods prior to such
acquisition and (c) all obligations under Capitalized Leases, all
as determined on a consolidated basis in accordance with GAAP.




          “Consolidated Net Income” means, for any period, the net
income (loss) of Holdings, the Borrower and the Restricted
Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, excluding, without duplication, (a) the net
income of any Restricted Subsidiary of Holdings (other than any
Guarantors) during such period to the extent that the declaration
or payment of dividends or similar distributions by such Restricted
Subsidiary of that income is not permitted by operation of the
terms of its organizational documents or any agreement, instrument
or requirement of law or regulation applicable to that Restricted
Subsidiary during such period unless













 



22



such restriction has been legally waived, (b) extraordinary items for such
period, (c) the cumulative effect of a change in accounting principles during
such period to the extent included in Consolidated Net Income, (d) in the case of
any period that includes a period ending prior to or during the fiscal quarter
ending June 30, 2007, Transaction Expenses, (e) any fees and expenses incurred
during such period, or any amortization thereof for such period, in connection
with any acquisition, investment, asset disposition, issuance or repayment of
debt, issuance of equity securities, refinancing transaction or amendment or
other modification of any debt instrument (in each case, including any such
transaction consummated prior to the Original Closing Date and any such
transaction undertaken but not completed) and any charges or integration or
non-recurring merger costs incurred during such period as a result of any such
transaction (including, without limitation, (i) bonuses paid in connection with
the Gullivers Travel Associates Acquisition and (ii) any adjustments to
liabilities owing to former owners of Orbitz under a tax sharing agreement), (f)
any income (loss) for such period attributable to the early extinguishment of
Indebtedness and (g) (i) accruals and reserves that are established within twelve
months after the Original Closing Date that are so required to be established as
a result of the Original Closing Date Transactions in accordance with GAAP and
(ii) accruals and reserves that are established within twelve months after the
Worldspan Closing Date that are so required to be established as a result of the
Worldspan Transactions in accordance with GAAP; provided that, for the avoidance
of doubt, any net income attributable to a Restricted Subsidiary shall only
constitute Consolidated Net Income after deducting for any minority interests in
such Restricted Subsidiary. There shall be excluded from Consolidated Net Income
for any period the purchase accounting effects of adjustments to property and
equipment, software and other intangible assets, deferred revenue and debt line
items in component amounts required or permitted by GAAP and related
authoritative pronouncements (including the effects of such adjustments pushed
down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of
the Transaction, any acquisition consummated prior to the Original Closing Date,
any Permitted Acquisitions, or the amortization or write-off of any amounts
thereof, net of taxes (other than the impact of unfavorable contract liabilities
and commission agreements under purchase accounting). In addition, on and after
the Worldspan Closing Date, FASA Credits provided by Worldspan, L.P. to Northwest
or Delta shall reduce consolidated net income in the period in which such credit
was provided regardless of accounting treatment in accordance with GAAP, except
to the extent FASA Credits have been prepaid with the proceeds of debt issuances
by Worldspan.




          “Consolidated Total First Lien Debt” means, as of any date of
determination, the aggregate principal amount of Indebtedness of
Holdings, the Borrower and the Restricted Subsidiaries outstanding
on such date, determined on a consolidated basis in accordance with
GAAP (but excluding the effects of any discounting of Indebtedness
resulting from the application of purchase accounting in connection
with the Transaction or any Permitted Acquisition), consisting of
Indebtedness for borrowed money and debt obligations evidenced by
promissory notes or similar instruments that, in each case as of
such date, is secured by a first priority Lien on any asset or
property of Holdings, the Borrower or any of its Restricted
Subsidiaries.













 



23




          “Consolidated Total Debt” means, as of any date of
determination, (a)(i) the aggregate principal amount of
Indebtedness of Holdings, the Borrower and the Restricted
Subsidiaries outstanding on such date, determined on a consolidated
basis in accordance with GAAP (but excluding the effects of any
discounting of Indebtedness resulting from the application of
purchase accounting in connection with the Transaction or any
Permitted Acquisition), consisting of Indebtedness for borrowed
money, obligations in respect of Capitalized Leases and debt
obligations evidenced by promissory notes or similar instruments,
plus (ii) on and after the Worldspan Closing Date, the present
value of all remaining payments due under the FASA Credits at an
assumed 11% discount rate (unless remaining payments under the FASA
Credits are classified as a liability on the consolidated balance
sheet of Holdings, the Borrower and the Restricted Subsidiaries at
such date, determined on a consolidated basis in accordance with
GAAP, in which case, the amount under this clause (ii) shall be the
amount of such liability), minus (b) without duplication, the
aggregate amount of cash and Cash Equivalents credited to the
Tranche S Collateral Account as of such date and the aggregate
amount of cash and Cash Equivalents (in each case, free and clear
of all Liens, other than nonconsensual Liens permitted by Section
7.01 and Liens permitted by Section 7.01(a), Section 7.01(l),
Section 7.01(r), Section 7.01(s), clauses (i) and (ii) of Section
7.01(u) and Section 7.01(aa)) included in the consolidated balance
sheet of Holdings, the Borrower and the Restricted Subsidiaries as
of such date; provided that Consolidated Total Debt shall not
include the Synthetic L/C Facilities or the Credit-Linked Deposits,
except to the extent of Unreimbursed Amounts thereunder and
outstanding Tranche S Term Loans and Non-Extended Synthetic L/C
Loans; provided further that notwithstanding the foregoing,
Consolidated Total Debt shall include all outstanding Second Lien
Term Loans.




          “Consolidated Working Capital” means, at any date, the excess
of (a) the sum of all amounts (other than cash and Cash
Equivalents) that would, in conformity with GAAP, be set forth
opposite the caption “total current assets”  (or any like caption)
on a consolidated balance sheet of Holdings, the Borrower and the
Restricted Subsidiaries at such date over (b) the sum of all
amounts that would, in conformity with GAAP, be set forth opposite
the caption “total current liabilities”  (or any like caption) on a
consolidated balance sheet of Holdings, the Borrower and the
Restricted Subsidiaries on such date, including deferred revenue
but excluding, without duplication, (i) the current portion of any
Funded Debt, (ii) all Indebtedness consisting of Loans, L/C
Obligations or Second Lien Term Loans to the extent otherwise
included therein, (iii) the current portion of interest and (iv)
the current portion of current and deferred income taxes.




          “Continuing Directors” means the directors of Holdings on the
Original Closing Date, as elected or appointed after giving effect
to the Original Closing Date Transactions and the other
transactions contemplated hereby, and each other director, if, in
each case, such other directors’ nomination for election to the
board of directors of Holdings (or the Borrower after a Qualifying
IPO of the Borrower) is recommended by a majority of the then
Continuing Directors or such other director receives the vote of
the Permitted Holders in his or her election by the stockholders of
Holdings (or the Borrower after a Qualifying IPO of the Borrower).











 



24




          “Contract Consideration” has the meaning specified in the
definition of “Excess Cash Flow” .




          “Contractual Obligation” means, as to any Person, any
provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is
a party or by which it or any of its property is bound.




          “Control” has the meaning specified in the definition of “Affiliate.”




          “Credit Extension” means (a) a Borrowing or (b) an L/C Credit
Extension.




          “Credit-Linked Deposit” means, with respect to each
Non-Extended Synthetic L/C Lender, the amount, if any, on deposit
in the Credit-Linked Deposit Account to the credit of such Lender,
as such amount may be (a) reduced from time to time pursuant to
Section 2.06(d), (b) increased from time to time pursuant to
Section 2.05(a)(v) or (c) reduced or increased from time to time
pursuant to Section 2.03(c)(viii) or pursuant to assignments by or
to such Lender pursuant to Section 10.07. The initial amount of the
Credit-Linked Deposit of each Non-Extended Synthetic L/C Lender
shall be equal to the cash deposit made by such Lender to the
Credit-Linked Deposit Account pursuant to this Agreement as in
effect prior to the Third Amendment and Restatement Effective Date
or, in the case of any Non-Extended Synthetic L/C Lender that shall
have acquired its Credit-Linked Deposit pursuant to an Assignment
and Assumption, the amount set forth in such Assignment and
Assumption.




          “Credit-Linked Deposit Account” means the operating and/or
investment account of, and established by, the Administrative Agent
under its exclusive dominion and control that shall be used for the
purposes set forth in Sections 2.03(c)(viii) and 2.03(k).




          “Credit-Linked Deposit Cost Amount” means, for any Interest
Period with respect to the Credit-Linked Deposits, an amount
(expressed in basis points) reasonably determined by the
Administrative Agent in good faith to represent the Administrative
Agent’s administrative cost for investing the Credit-Linked
Deposits and maintaining the Credit-Linked Deposit Account for such
Interest Period, which amount shall not exceed 12.5 basis points
for such Interest Period.




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




          “Default” means any event or condition that constitutes an
Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.













 



25




          “Default Rate” means an interest rate equal to (a) the Base
Rate plus (b) the Applicable Rate, if any, applicable to Base Rate
Loans under the applicable Facility plus (c) 2.0% per annum;
provided that with respect to a Eurocurrency Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate and any Mandatory Cost) otherwise applicable to
such Loan plus 2.0% per annum, in each case, to the fullest extent
permitted by applicable Laws.




          “Defaulting Lender” shall mean any Lender, as determined by
the Administrative Agent, that (a) has failed to fund any portion
of its Loans or participations in Revolving L/C Obligations or
Swing Line Obligations required to be funded by it hereunder within
one (1) Business Day of the date required to be funded by it
hereunder, (b) has notified the Administrative Agent, the
applicable Revolving L/C Issuer, the Swing Line Lender, any Lender
and/or the Borrower in writing that it does not intend to comply
with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to
comply with its funding obligations under this Agreement or under
other agreements in which it commits to extend credit, (c) has
failed, within three (3) Business Days after request by the
Administrative Agent, to confirm that it will comply with the terms
of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Revolving Letters of
Credit and Swing Line Loans, (d) has otherwise failed to pay over
to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three (3) Business Days
of the date when due, unless the subject of a good faith dispute,
or (e) in the case of a Lender that has a Commitment, Revolving L/C
Obligations or Swing Line Obligations outstanding at such time,
shall take, or is the Subsidiary of any person that has taken, any
action or be (or is) the subject of any action or proceeding of a
type described in Section 8.01(f) or (g) (or any comparable
proceeding initiated by a regulatory authority having jurisdiction
over such Lender or such person).




          “Delayed Draw Term Loan” has the meaning specified in the
Second Amended and Restated Credit Agreement.




          “Delta” means Delta Air Lines, Inc., a Delaware corporation.




          “Delta FASA” means the Delta Founder Airline Services
Agreement, dated as June 30, 2003, between Delta and the Borrower.




          “Designated Non-Cash Consideration” means the fair market
value of non-cash consideration received by Holdings, the Borrower
or a Restricted Subsidiary in connection with a Disposition
pursuant to Section 7.05(j) that is designated as Designated
Non-Cash Consideration pursuant to a certificate of a Responsible
Officer, setting forth the basis of such valuation (which amount
will be reduced by the fair market value of the portion of the
non-cash consideration converted to cash within 180 days following
the consummation of the applicable Disposition).




          “Disposed EBITDA” means, with respect to any Sold Entity or
Business for any period, the amount for such period of Consolidated
EBITDA of such Sold Entity or Business (determined as if references
to Holdings, the Borrower and the Restricted












 



26



Subsidiaries in the definition of Consolidated EBITDA were references to such
Sold Entity or Business and its Subsidiaries), all as determined on a
consolidated basis for such Sold Entity or Business.




          “Disposition”  or “Dispose”  means the sale, transfer, license,
lease or other disposition (including any sale and leaseback
transaction and any sale of Equity Interests) of any property by
any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith; provided
that “Disposition”  and “Dispose”  shall not be deemed to include any
issuance by Holdings of any of its Equity Interests to another
Person.




          “Disqualified Equity Interests”  means any Equity Interest
which, by its terms (or by the terms of any security or other Equity
Interests into which it is convertible or for which it is
exchangeable), or upon the happening of any event or condition (a)
matures or is mandatorily redeemable (other than solely for
Qualified Equity Interests), pursuant to a sinking fund obligation
or otherwise (except as a result of a change of control, event of
loss or asset disposition so long as any rights of the holders
thereof upon the occurrence of a change of control, event of loss or
asset disposition event shall be subject to the prior repayment in
full of the Loans and all other Obligations that are accrued and
payable and the termination of the Commitments and all outstanding
Letters of Credit), (b) is redeemable at the option of the holder
thereof (other than solely for Qualified Equity Interests), in whole
or in part, (c) provides for the scheduled payments of dividends in
cash, or (d) is or becomes convertible into or exchangeable for
Indebtedness or any other Equity Interests that would constitute
Disqualified Equity Interests, in each case, prior to the date that
is ninety-one (91) days after the Latest Maturity Date in effect at
the time such Equity Interest is issued.




          “Dollar”  and “$”  mean lawful money of the United States.




          “Dollar Amount”  means, at any time:





     (a) with respect to any Loan denominated in Dollars
(including, with respect to any Swing Line Loan, any funded
participation therein), the principal amount thereof then
outstanding (or in which such participation is held);




     (b) with respect to any Loan denominated in an Alternative
Currency, the principal amount thereof then outstanding in the
relevant Alternative Currency, converted to Dollars in accordance
with Section 1.08 and Section 2.15(a); and




     (c) with respect to any L/C Obligation (or any risk
participation therein), (A) if denominated in Dollars, the amount
thereof and (B) if denominated in an Alternative Currency, the
amount thereof converted to Dollars in accordance with Section 1.08
and Section 2.15(b).



          “Dollar Refinanced Term Loans”  has the meaning specified in
Section 10.01.













 



27




          “Dollar Replacement Term Loans”  has the meaning specified in
Section 10.01.




          “Dollar Revolving Credit Borrowing”  means a borrowing
consisting of simultaneous Dollar Revolving Credit Loans of the
same Type and, in the case of Eurocurrency Rate Loans, having the
same Interest Period made by the Dollar Revolving Credit Lenders
pursuant to Section 2.01(c)(i).




          “Dollar Revolving Credit Commitment”  means a Non-Extended
Dollar Revolving Credit Commitment or an Extended Dollar Revolving
Credit Commitment, or a combination thereof, as the context may
require.




          “Dollar Revolving Credit Exposure”  means, as to each Lender,
the sum of the outstanding principal amount of such Lender’s Dollar
Revolving Credit Loans and its Pro Rata Share (determined on the
basis of the aggregate amount of its Dollar Revolving Credit
Commitment as a percentage of the Aggregate Dollar Revolving Credit
Commitments) of the Dollar Revolving L/C Obligations and the Swing
Line Obligations at such time.




          “Dollar Revolving Credit Facility”  means, at any time, the
aggregate Dollar Amount of the Dollar Revolving Credit Commitments,
and the extensions of credit thereunder, at such time.




          “Dollar Revolving Credit Lender”  means a Non-Extended Dollar
Revolving Credit Lender or an Extended Dollar Revolving Credit
Lender, or a combination thereof, as the context may require.




          “Dollar Revolving Credit Loan”  has the meaning specified in
Section 2.01(c)(i).




          “Dollar Revolving Exposure Readjustment Date”  has the meaning
specified in Section 2.03(a)(ii).




          “Dollar Revolving L/C Advance”  means, with respect to each
Dollar Revolving Credit Lender, such Lender’s funding of its
participation in any Dollar Revolving L/C Borrowing in accordance
with its Pro Rata Share (determined on the basis of the aggregate
amount of its Dollar Revolving Credit Commitment as a percentage of
the Aggregate Dollar Revolving Credit Commitments).




          “Dollar Revolving L/C Borrowing”  means an extension of credit
resulting from a drawing under any Dollar Revolving Letter of
Credit which has not been reimbursed on the applicable Honor Date
or refinanced as a Dollar Revolving Credit Borrowing.




          “Dollar Revolving L/C Credit Extension”  means, with respect to
any Dollar Revolving Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the renewal or increase of
the amount thereof.













 



28




          “Dollar Revolving L/C Issuer”  means UBS AG, Stamford Branch
and any other Lender that becomes a Dollar Revolving L/C Issuer in
accordance with Section 2.03(j) or 10.07(j), in each case, in its
capacity as an issuer of Dollar Revolving Letters of Credit
hereunder, or any successor issuer of Dollar Revolving Letters of
Credit hereunder.




          “Dollar Revolving L/C Obligation”  means, as at any date of
determination, the aggregate maximum amount then available to be
drawn under all outstanding Dollar Revolving Letters of Credit
(whether or not such maximum amount is then in effect under any
such Dollar Revolving Letter of Credit if such maximum amount
increases periodically pursuant to the terms of such Dollar
Revolving Letter of Credit) plus the aggregate of all Unreimbursed
Amounts in respect of Dollar Revolving Letters of Credit,
including, without duplication, all Dollar Revolving L/C
Borrowings.




          “Dollar Revolving Letter of Credit”  means a Letter of Credit
denominated in Dollars that is designated as a “Revolving Letter of
Credit”  in accordance with Section 2.03.




          “Dollar Revolving Letter of Credit Sublimit”  means, at any
time, an amount equal to the lesser of (a) $50,000,000 and (b) the
aggregate Dollar Amount of the Dollar Revolving Credit Commitments
at such time.




          “Domestic Guarantor”  means any Guarantor that is organized
under the Laws of the United States, any state thereof or the
District of Columbia.




          “Domestic Subsidiary”  means any Subsidiary that is organized
under the Laws of the United States, any state thereof or the
District of Columbia.




          “ECF Percentage”  has the meaning specified in Section 2.05(b).




          “Eligible Assignee”  means any Assignee permitted by and
consented to in accordance with Section 10.07(b).




          “EMU Legislation”  means the legislative measures of the
European Council for the introduction of, changeover to or
operation of a single or unified European currency.




          “Environmental Laws”  means any and all Federal, state, local,
and foreign statutes, Laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions
relating to pollution, the protection of the environment, natural
resources, or, to the extent relating to exposure to Hazardous
Materials, human health or to the release of any materials into the
environment, including those related to hazardous substances or
wastes, air emissions and discharges to waste or public systems.




          “Environmental Liability”  means any liability, contingent or
otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the
Borrower, any other Loan Party or any of their respective













 



29



Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.




          “Environmental Permit”  means any permit, approval,
identification number, license or other authorization required
under any Environmental Law.




          “Equity Interests”  means, with respect to any Person, all of
the shares, interests, rights, participations or other equivalents
(however designated) of capital stock of (or other ownership or
profit interests or units in) such Person and all of the warrants,
options or other rights for the purchase, acquisition or exchange
from such Person of any of the foregoing (including through
convertible securities).




          “Equity Investors”  means the Sponsor, the Other Sponsor and
the Management Stockholders.




          “ERISA”  means the Employee Retirement Income Security Act of
1974, as amended from time to time.




          “ERISA Affiliate”  means any trade or business (whether or not
incorporated) that is under common control with any Loan Party
within the meaning of Section 414 of the Code or Section 4001 of
ERISA.




          “ERISA Event”  means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by any Loan Party or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA
during a plan year in which it was a substantial employer (as
defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan
Party or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d)
the filing of a notice of intent to terminate, the treatment of a
Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate
a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due
but not delinquent under Section 4007 of ERISA, upon any Loan Party
or any ERISA Affiliate.




          “Euro”  and “EUR”  means the lawful currency of the
Participating Member States introduced in accordance with EMU
Legislation.




          “Euro Refinanced Term Loans”  has the meaning specified in
Section 10.01.













 



30




          “Euro Replacement Term Loans”  has the meaning specified in
Section 10.01.




          “Euro Term Commitment”  has the meaning specified in the Second
Amended and Restated Credit Agreement.




          “Eurocurrency Rate”  means, for any Interest Period with
respect to any Eurocurrency Rate Loan or any Credit-Linked Deposit:





     (a) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the
page of the Dow Jones Market screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement
Rate for deposits in Dollars or Sterling (for delivery on the first
day of such Interest Period) with a 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 such Interest
Period, or, if different, the date on which quotations would
customarily be provided by leading banks in the London Interbank
Market for deposits of amounts in the relevant currency for
delivery on the first day of such Interest Period,




     (b) if the rate referenced in the preceding clause (a) does
not appear on such page or service or such page or service shall
not be available, the rate per annum equal to the rate determined
by the Administrative Agent to be the offered rate on such other
page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars or
Sterling (for delivery on the first day of such Interest Period)
with a 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 such Interest Period, or, if different, the
date on which quotations would customarily be provided by leading
banks in the London Interbank Market for deposits of amounts in the
relevant currency for delivery on the first day of such Interest
Period,




     (c) if the rates referenced in the preceding clauses (a) and
(b) are not available, the rate per annum determined by the
Administrative Agent as the rate of interest at which deposits in
Dollars or Sterling for delivery on the first day of such Interest
Period in Same Day Funds in the approximate amount of the
Eurocurrency Rate Loan being made, continued or converted by UBS
AG, Stamford Branch and with a term equivalent to such Interest
Period would be offered by a London Affiliate of UBS AG, Stamford
Branch to major banks in the London interbank eurodollar market at
their request at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period or, if
different, the date on which quotations would customarily be
provided by leading banks in the London Interbank Market for
deposits of amounts in the relevant currency for delivery on the
first day of such Interest Period,




     (d) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the
Telerate page 248 (or any









 



31



successor thereto) for deposits in Euros (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (Brussels time) two (2) Business
Days prior to the first day of such Interest Period, or, if different, the
date on which quotations would customarily be provided by leading banks in
the European interbank market for deposits of amounts in Euros for
delivery on the first day of such Interest Period,




     (e) if the rate referenced in the preceding clause (d) does
not appear on such page or service or such page or service shall
not be available, the rate per annum equal to the rate determined
by the Administrative Agent to be the offered rate on such other
page or other service that displays an average Banking Federation
of the European Union Interest Settlement Rate for deposits in
Euros (for delivery on the first day of such Interest Period) with
a 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 such Interest Period, or, if different, the
date on which quotations would customarily be provided by leading
banks in the European interbank market for deposits of amounts in
Euros for delivery on the first day of such Interest Period, or




     (f) if the rates referenced in the preceding clauses (d) and
(e) are not available, the rate per annum determined by the
Administrative Agent as the rate of interest at which deposits in
Euros for delivery on the first day of such Interest Period in Same
Day Funds in the approximate amount of the Eurocurrency Rate Loan
being made, continued or converted by UBS AG, Stamford Branch and
with a term equivalent to such Interest Period would be offered by
a London Affiliate of UBS AG, Stamford Branch to major banks in the
European interbank market at their request at approximately 11:00
a.m. (Brussels time) two (2) Business Days prior to the first day
of such Interest Period or, if different, the date on which
quotations would customarily be provided by leading banks in the
European interbank market for deposits of amounts in the relevant
currency for delivery on the first day of such Interest Period.



          “Eurocurrency Rate Loan”  means a Loan, whether denominated in
Dollars or in an Alternative Currency, that bears interest at a
rate based on the Eurocurrency Rate.




          “Euro Term Lender”  means an Extended Euro Term Lender or a
Non-Extended Euro Term Lender.




          “Euro Term Loan”  means an Extended Euro Term Loan or a
Non-Extended Euro Term Loan.




          “Event of Default”  has the meaning specified in Section 8.01.




          “Excess Cash Flow”  means, for any period, an amount equal to
the excess of:





     (a) the sum, without duplication, of:









 



32



     (i) Consolidated Net Income for such period,




     (ii) an amount equal to the amount of all non-cash charges
to the extent deducted in arriving at such Consolidated Net
Income,




     (iii) decreases in Consolidated Working Capital and
long-term account receivables for such period (other than any
such decreases arising from acquisitions (other than
acquisitions of inventory in the ordinary course of business)
by Holdings, the Borrower and the Restricted Subsidiaries
completed during such period)), and




     (iv) an amount equal to the aggregate net non-cash loss on
Dispositions by Holdings, the Borrower and the Restricted
Subsidiaries during such period (other than Dispositions in the
ordinary course of business) to the extent deducted in arriving
at such Consolidated Net Income; over




     (b) the sum, without duplication, of:




     (i) an amount equal to the amount of all non-cash credits
included in arriving at such Consolidated Net Income and cash
charges included in clauses (a) through (f) of the definition
of Consolidated Net Income,




     (ii) without duplication of amounts deducted pursuant to
clause (xi) below in prior fiscal years, the amount of Capital
Expenditures made in cash, except to the extent that such
Capital Expenditures were financed with the proceeds of
Indebtedness of Holdings, the Borrower or the Restricted
Subsidiaries,




     (iii) the aggregate amount of all principal payments of
Indebtedness of Holdings, the Borrower and the Restricted
Subsidiaries (including (A) the principal component of payments
in respect of Capitalized Leases, (B) any Mandatory Bond
Prepayments and (C) the amount of any mandatory prepayment of
Term Loans pursuant to Section 2.05(b)(ii) to the extent
required due to a Disposition that resulted in an increase to
Consolidated Net Income and not in excess of the amount of such
increase but excluding (x) all other prepayments of Term Loans
and (y) all prepayments of Revolving Credit Loans and Swing
Line Loans) made during such period (other than in respect of
any revolving credit facility to the extent there is not an
equivalent permanent reduction in commitments thereunder),
except to the extent financed with the proceeds of other
Indebtedness of Holdings, the Borrower or the Restricted
Subsidiaries,




     (iv) an amount equal to the aggregate net non-cash gain on
Dispositions by Holdings, the Borrower and the Restricted
Subsidiaries during such period (other than Dispositions in the
ordinary course of business) to the extent included in arriving
at such Consolidated Net Income,









 



33



     (v) increases in Consolidated Working Capital and
long-term account receivables for such period (other than any
such increases arising from acquisitions by Holdings, the
Borrower and the Restricted Subsidiaries during such period),




     (vi) cash payments by Holdings, the Borrower and the
Restricted Subsidiaries during such period in respect of
long-term liabilities of Holdings, the Borrower and the
Restricted Subsidiaries other than Indebtedness,




     (vii) without duplication of amounts deducted pursuant to
clause (xi) below in prior fiscal years, the amount of
Investments and acquisitions made during such period pursuant
to Section 7.02(b), (i) or (n) to the extent that such
Investments and acquisitions were financed with internally
generated cash flow of Holdings, the Borrower and the
Restricted Subsidiaries,




     (viii) [Reserved],




     (ix) the aggregate amount of expenditures actually made by
Holdings, the Borrower and the Restricted Subsidiaries in cash
during such period (including expenditures for the payment of
financing fees) to the extent that such expenditures are not
expensed during such period,




     (x) the aggregate amount of any premium, make-whole or
penalty payments actually paid in cash by Holdings, the
Borrower and the Restricted Subsidiaries during such period
that are required to be made in connection with any prepayment
of Indebtedness,




     (xi) without duplication of amounts deducted from Excess
Cash Flow in prior periods, the aggregate consideration
required to be paid in cash by Holdings, the Borrower or any of
the Restricted Subsidiaries pursuant to binding contracts (the
“Contract Consideration”) entered into prior to or during such
period relating to Permitted Acquisitions or Capital
Expenditures to be consummated or made during the period of
four consecutive fiscal quarters of the Borrower following the
end of such period; provided that to the extent the aggregate
amount of internally generated cash actually utilized to
finance such Permitted Acquisitions during such period of four
consecutive fiscal quarters is less than the Contract
Consideration, the amount of such shortfall shall be added to
the calculation of Excess Cash Flow at the end of such period
of four consecutive fiscal quarters, and




     (xii) the amount of cash taxes paid in such period to the
extent they exceed the amount of tax expense deducted in
determining Consolidated Net Income for such period.



          “Exchange Act”  means the Securities Exchange Act of 1934.













 



34




          “Exchange Rate”  means on any day with respect to any currency
other than Dollars, the rate at which such currency may be exchanged
into Dollars, as set forth at approximately 11:00 a.m. (London time)
on such day on the Reuters World Currency Page for such currency; in
the event that such rate does not appear on any Reuters World
Currency Page, the Exchange Rate shall be determined by reference to
such other publicly available service for displaying exchange rates
as may be agreed upon by the Administrative Agent and the Borrower,
or, in the absence of such agreement, such Exchange Rate shall
instead be the arithmetic average of the spot rates of exchange of
the Administrative Agent in the market where its foreign currency
exchange operations in respect of such currency are then being
conducted, at or about 10:00 a.m. (New York City time) on such date
for the purchase of Dollars for delivery two Business Days later.




          “Excluded Subsidiary”  means (a) any Subsidiary that is not a
wholly owned Subsidiary of Holdings, (b) each Subsidiary listed on
Schedule 1.01G hereto, (c) any Subsidiary that is prohibited by
applicable Law from guaranteeing the Obligations, (d) any Domestic
Subsidiary that is a Subsidiary of (i) a Foreign Subsidiary of
Borrower or (ii) a Foreign Subsidiary (other than an Intermediate
Holding Company or a Subsidiary of Borrower) of Holdings, (e) any
Restricted Subsidiary acquired pursuant to a Permitted Acquisition
financed with secured Indebtedness incurred pursuant to Section
7.03(g) and each Restricted Subsidiary thereof that guarantees such
Indebtedness, provided that each such Restricted Subsidiary shall
cease to be an Excluded Subsidiary under this clause (e) if such
secured Indebtedness is repaid or becomes unsecured or if such
Restricted Subsidiary ceases to guarantee such secured Indebtedness,
as applicable, and (f) any other Subsidiary with respect to which,
in the reasonable judgment of the Administrative Agent (confirmed in
writing by notice to the Borrower), the cost or other consequences
(including any adverse tax consequences) of providing a Guarantee
shall be excessive in view of the benefits to be obtained by the
Lenders therefrom.




          “Existing Credit-Linked Deposit”  means a “Post-First Amendment
and Restatement Credit-Linked Deposit”  as defined in the Second
Amended and Restated Credit Agreement.




          “Existing Euro Term Loan”  means a “Euro Term Loan”  as defined
in the Second Amended and Restated Credit Agreement.




          “Existing Letters of Credit”  has the meaning specified in the
Second Amended and Restated Credit Agreement.




          “Existing Revolving Credit Loans”  means a “Revolving Credit
Loan”  as defined in the Third Amended and Restated Credit
Agreement.




          “Existing Revolving Credit Commitment”  means a “Revolving
Credit Commitment”  as defined in the Third Amended and Restated
Credit Agreement.




          “Existing Synthetic L/C Commitments”  means the “Post-First
Amendment and Restatement Synthetic L/C Commitments”  as defined in
the Second Amended and Restated Credit Agreement.













 



35




          “Existing Term Loans”  means the Existing Euro Term Loans and
the Existing Tranche B Dollar Term Loans.




          “Existing Tranche B Dollar Term Loan”  means a “Tranche B
Dollar Term Loan”  as defined in the Second Amended and Restated
Credit Agreement.




          “Extended Alternative Currency Revolving Credit Commitment”
means, as to each Lender, its obligation, if any, to (a) make
Alternative Currency Revolving Credit Loans to the Borrower
pursuant to Section 2.01(c)(ii) and (b) purchase participations in
Alternative Currency Revolving L/C Obligations, in an aggregate
principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on
Schedule 2.01A to
the Fourth Amendment and Restatement Agreement under the caption
“Extended Alternative Currency Revolving Credit Commitment” or in
the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement. The aggregate
Dollar Amount of the Extended Alternative Currency Revolving Credit
Commitments on the Fourth Amendment and Restatement Effective Date
is $0.




          “Extended Alternative Currency Revolving Credit Facility”
means, at any time, the aggregate Dollar Amount of the Extended
Alternative Currency Revolving Credit Commitments, and the
extensions of credit thereunder, at such time.




          “Extended Alternative Currency Revolving Credit Lender”  means,
at any time, any Lender that has an Extended Alternative Currency
Revolving Credit Commitment, an Extended Alternative Currency
Revolving Loan or any Alternative Currency Revolving Credit
Exposure in respect of an Extended Alternative Currency Revolving
Credit Commitment at such time.




          “Extended Alternative Currency Revolving Credit Loan”  means an
Alternative Currency Revolving Credit Loan made by a Lender
pursuant to its Extended Alternative Currency Revolving Credit
Commitment.




          “Extended Dollar Revolving Credit Commitment”  means, as to
each Lender, its obligation, if any, to (a) make Dollar Revolving
Credit Loans to the Borrower pursuant to Section 2.01(c)(i), (b)
purchase participations in Dollar Revolving L/C Obligations and (c)
purchase participations in Swing Line Loans, in an aggregate
principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on
Schedule 2.01A to
the Fourth Amendment and Restatement Agreement under the caption
“Extended Dollar Revolving Credit Commitment”  or in the Assignment
and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement. The aggregate amount of the
Extended Dollar Revolving Credit Commitments on the Fourth
Amendment and Restatement Effective Date is $0.













 



36




          “Extended Dollar Revolving Credit Facility”  means, at any
time, the aggregate Dollar Amount of the Extended Dollar Revolving
Credit Commitments, and the extensions of credit thereunder, at
such time.




          “Extended Dollar Revolving Credit Lender”  means, at any time,
any Lender that has an Extended Dollar Revolving Credit Commitment,
an Extended Dollar Revolving Loan or any Dollar Revolving Credit
Exposure in respect of an Extended Dollar Revolving Credit
Commitment at such time.




          “Extended Dollar Revolving Credit Loan”  means a Dollar
Revolving Credit Loan made by a Lender pursuant to its Extended
Dollar Revolving Credit Commitment.




          “Extended Euro Term Facility”  means the Extended Euro Term Loans.




          “Extended Euro Term Lender”  means, at any time, any Lender
that has an Extended Euro Term Loan at such time.




          “Extended Euro Term Loan”  means an Existing Euro Term Loan
that shall have been converted to an “Extended Euro Term Loan”
under the Third Amendment and Restatement Agreement.




          “Extended Revolving Credit Commitments”  means, collectively,
the Extended Dollar Revolving Credit Commitments and the Extended
Alternative Currency Revolving Credit Commitments.




          “Extended Revolving Credit Facilities”  means the collective
reference to the Extended Dollar Revolving Credit Facility and the
Extended Alternative Currency Revolving Credit Facility.




          “Extended Revolving Credit Lender”  means any Extended Dollar
Revolving Credit Lender or Extended Alternative Currency Revolving
Credit Lender.




          “Extended Revolving Credit Loan”  means a Revolving Credit Loan
made by a Lender pursuant to its Extended Revolving Credit
Commitment.




          “Extended Synthetic L/C Commitment”  means, as to each Lender,
its obligation, if any, to (a) fund a Tranche S Term Loan on the
Third Amendment and Restatement Effective Date pursuant to Section
4(a)(ii) of the Third Amendment and Restatement Agreement and (b)
purchase participations in Synthetic L/C Obligations in an
aggregate amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01A to
the Third Amendment and Restatement Agreement under the caption
“Extended Synthetic L/C Commitments”  or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in
accordance with this Agreement. The aggregate amount of the
Extended Synthetic L/C Commitments on the Fourth Amendment and
Restatement Effective Date is $136,792,213.15.













 



37




          “Extended Synthetic L/C Exposure”  means, as to each Lender,
the product of (a) such Lender’s Extended Synthetic L/C Percentage
and (b) such Lender’s Pro Rata Share (determined on the basis of
the aggregate amount of its Synthetic L/C Commitments as a
percentage of the Aggregate Synthetic L/C Commitments) of the
Synthetic L/C Obligations at such time; provided that, if any
Unreimbursed Amount under a Synthetic L/C Letter of Credit shall
have been refinanced, in part, with Non-Extended Synthetic L/C
Loans, then, for so long as such Loans shall be outstanding, the
Extended Synthetic L/C Exposure of any Lender shall include such
Lender’s Pro Rata Share (determined on the basis of its Extended
Synthetic L/C Commitment as a percentage of the Aggregate Extended
Synthetic L/C Commitments) of the amount withdrawn from the Tranche
S Collateral Account pursuant to Section 2.03(c)(viii)(B) to
reimburse, in part, such Unreimbursed Amount.




          “Extended Synthetic L/C Facility”  means the Extended Synthetic L/C
Commitments, and the extensions of credit made thereunder, including the Tranche
S Term Loans.




          “Extended Synthetic L/C Lender”  means, at any time, any Lender
that has an Extended Synthetic L/C Commitment, a Tranche S Term
Loan or an Extended Synthetic L/C Exposure at such time.




          “Extended Synthetic L/C Percentage”  means, with respect to any
Extended Synthetic L/C Lender at any time, a fraction (expressed as
a percentage, carried out to the ninth decimal place), the numerator
of which is the amount of the Extended Synthetic L/C Commitment of
such Lender at such time and the denominator of which is the
aggregate amount of the Synthetic L/C Commitments of such Lender at
such time.




          “Extended Synthetic L/C Pro Rata Share Amount”  means, when
used with respect to the portion of any Unreimbursed Amount under a
Synthetic L/C Letter of Credit allocable to any Extended Synthetic
L/C Lender, the product of (a) such Lender’s Pro Rata Share
(determined on the basis of the aggregate amount of its Synthetic
L/C Commitments as a percentage of the Aggregate Synthetic L/C
Commitments) of such Unreimbursed Amount and (b) such Lender’s
Extended Synthetic L/C Percentage.




          “Extended Term Loan”  means an Extended Euro Term Loan or an
Extended Tranche B Dollar Term Loan.




          “Extended Tranche B Dollar Term Facility”  means the Extended
Tranche B Dollar Term Loans.




          “Extended Tranche B Dollar Term Lender”  means, at any time, any
Lender that has an Extended Tranche B Dollar Term Loan at such time.




          “Extended Tranche B Dollar Term Loan”  means an Existing Tranche B
Dollar Term Loan that shall have been converted to an “Extended Tranche B Dollar
Term Loan”  under the Third Amendment and Restatement Agreement.













 



38




          “Facility”  means the Extended Tranche B Dollar Term Facility,
the Non-Extended Tranche B Dollar Term Facility, the Extended Euro
Term Facility, the Non-Extended Euro Term Facility, the Extended
Dollar Revolving Credit Facility, the Non-Extended Dollar Revolving
Credit Facility, the Extended Alternative Currency Revolving Credit
Facility, the Non-Extended Alternative Currency Revolving Credit
Facility, the Extended Synthetic L/C Facility or the Non-Extended
Synthetic L/C Facility, as the context may require, and are
referred to collectively as the “Facilities” .




          “FASA Credits”  means the Delta FASA Credits and the Northwest
FASA Credits, as defined in the Delta FASA and the Northwest FASA,
respectively.




          “Federal Funds Rate”  means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a
whole multiple of 1/100 of 1%) charged to UBS AG, Stamford Branch
on such day on such transactions as determined by the
Administrative Agent.




          “First Amendment and Restatement Effective Date”  has the
meaning specified in the Second Amended and Restated Credit
Agreement.




          “First Lien Leverage Ratio”  means, with respect to any Test
Period, the ratio of (a) Consolidated Total First Lien Debt as of
the last day of such Test Period to (b) Consolidated EBITDA for
such Test Period.




          “Foreign Guarantor”  means any Guarantor that is not a Domestic
Guarantor.




          “Foreign Holdco”  means a direct wholly owned Subsidiary of
Holdings which shall hold all of Holdings’ interests in all of its
other Foreign Subsidiaries.




          “Foreign Lender”  has the meaning specified in Section 10.15(a)(i).




          “Foreign Plan”  means any employee benefit plan, program,
policy, arrangement or agreement maintained or contributed to by,
or entered into with, any Loan Party or any Subsidiary with respect
to employees employed outside the United States.




          “Foreign Subsidiary”  means any direct or indirect Restricted
Subsidiary of Holdings which is not a Domestic Subsidiary.




          “Fourth Amendment and Restatement Agreement”  means the Fourth
Amendment and Restatement Agreement dated as of September 30, 2011,
among the Borrower, Holdings, Intermediate Parent, TDS Intermediate
Parent, the Administrative











 



39



Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lender, the
Syndication Agent and the other Lenders party thereto.




          “Fourth Amendment and Restatement Effective Date”  has the
meaning specified in the Fourth Amendment and Restatement
Agreement.




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




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




          “Funded Debt”  means all Indebtedness of Holdings, the Borrower
and the Restricted Subsidiaries for borrowed money that matures more
than one year from the date of its creation or matures within one
year from such date that is renewable or extendable, at the option
of such Person, to a date more than one year from such date or
arises under a revolving credit or similar agreement that obligates
the lender or lenders to extend credit during a period of more than
one year from such date, including Indebtedness in respect of the
Loans and Indebtedness under the Second Lien Debt Documents.




          “GAAP”  means generally accepted accounting principles in the
United States of America, as in effect from time to time; provided,
however, that if the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the Original
Closing Date in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such
change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.




          “Governmental Authority”  means any nation or government, any
state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers
or functions of or pertaining to government.




          “Granting Lender”  has the meaning specified in Section 10.07(h).




          “Guarantee”  means, as to any Person, without duplication, (a)
any obligation, contingent or otherwise, of such Person guaranteeing
or having the economic effect of guaranteeing any Indebtedness or
other monetary obligation payable or performable by another Person
(the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such













 



40



Indebtedness or other monetary obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such
Indebtedness or monetary other obligation of the payment or performance of such
Indebtedness or other monetary obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other monetary obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other monetary obligation of the payment or performance thereof
or to protect such obligee against loss in respect thereof (in whole or in part),
or (b) any Lien on any assets of such Person securing any Indebtedness or other
monetary obligation of any other Person, whether or not such Indebtedness or
monetary other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien); provided
that the term “Guarantee”  shall not include endorsements for collection or
deposit, in either case in the ordinary course of business, or customary and
reasonable indemnity obligations in effect on the Original Closing Date or
entered into in connection with any acquisition or disposition of assets
permitted under this Agreement (other than such obligations with respect to
Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal
to the stated or determinable amount of the related primary obligation, or
portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee”  as a
verb has a corresponding meaning.




          “Guarantor”  means each Person that is required to and has
unconditionally guaranteed all Obligations to the extent set forth
in the definition of “Collateral and Guarantee Requirement”.




          “Guaranty”  means (a) the guaranty made by Holdings and the
Subsidiary Guarantors in favor of the Administrative Agent on
behalf of the Secured Parties, substantially in the form of Exhibit
F and (b) each other guaranty and guaranty supplement delivered
pursuant to Section 6.11.




          “Hazardous Materials”  means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes
or pollutants, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any
Environmental Law.




          “Hedge Bank”  means (i) UBS AG, London branch, with respect to
those certain three cross currency swaps executed by Borrower with
UBS AG, London branch, each with an effective date of August 23,
2006 and (ii) any Person that is a Lender or an Affiliate of a
Lender at the time it enters into a Secured Hedge Agreement, in its
capacity as a party thereto.




          “High Yield Notes”  means the Senior Notes and Senior
Subordinated Notes.













 



41




          “High Yield Notes Documentation”  means the High Yield Notes,
and all documents executed and delivered with respect to the High
Yield Notes, including the Senior Notes Indenture and the Senior
Subordinated Notes Indenture.




          “Holdings”  has the meaning specified in the introductory
paragraph to this Agreement.




          “Honor Date”  has the meaning specified in Section 2.03(c)(i).




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





     (a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes,
loan agreements or other similar instruments;




     (b) the maximum amount (after giving effect to any prior
drawings or reductions which may have been reimbursed) of all
letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds, performance bonds and
similar instruments issued or created by or for the account of such
Person;




     (c) net obligations of such Person under any Swap Contract;




     (d) all obligations of such Person to pay the deferred
purchase price of property or services (other than (i) trade
accounts payable in the ordinary course of business and (ii) any
earn-out obligation until such obligation becomes a liability on
the balance sheet of such Person in accordance with GAAP);




     (e) indebtedness (excluding prepaid interest thereon) secured
by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other
title retention agreements and mortgage, industrial revenue bond,
industrial development bond and similar financings), whether or not
such indebtedness shall have been assumed by such Person or is
limited in recourse;




     (f) all Attributable Indebtedness;




     (g) all obligations of such Person in respect of Disqualified
Equity Interests; and




     (h) all Guarantees of such Person in respect of any of the foregoing.


For all purposes hereof, the Indebtedness of any Person shall (A) include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, except to the extent such Person’s
liability for such Indebtedness is













 



42



otherwise limited and only to the extent such Indebtedness would be included in
the calculation of Consolidated Total Debt and (B) in the case of Holdings and
its Subsidiaries, exclude all intercompany Indebtedness having a term not
exceeding 364 days (inclusive of any roll-over or extensions of terms) and made
in the ordinary of business consistent with past practice. The amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date. The amount of Indebtedness of any
Person for purposes of clause (e) shall be deemed to be equal to the lesser of
(i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market
value of the property encumbered thereby as determined by such Person in good
faith.




          “Indemnified Liabilities”  has the meaning specified in Section 10.05.




          “Indemnitees”  has the meaning specified in Section 10.05.




          “Information”  has the meaning specified in Section 10.08.




          “Intellectual Property Security Agreement”  means the
Intellectual Property Security Agreement, substantially in the form
attached as Exhibit J.




          “Intercreditor Agreement”  means (i) the Intercreditor
Agreement, substantially in the form of Exhibit K to this
Agreement, among the Administrative Agent, the Collateral Agent,
the Second Lien Administrative Agent, the Second Lien Collateral
Agent, the Borrower and the other Loan Parties or (ii) any other
intercreditor agreement among the Administrative Agent, the
Collateral Agent, the Second Lien Administrative Agent (if then in
effect), the Second Lien Collateral Agent (if then in effect), the
Borrower and the other Loan Parties on terms that are no less
favorable in any material respect to the Secured Parties as those
contained in the form attached as Exhibit K to this Agreement, in
each case, as amended, restated, supplemented or otherwise modified
from time to time.




          “Interest Payment Date”  means (a) as to any Loan other than a
Base Rate Loan, the last day of each Interest Period applicable to
such Loan and the Maturity Date of the Facility under which such
Loan was made; provided that if any Interest Period for a
Eurocurrency Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates; (b) as to any Base
Rate Loan (including a Swing Line Loan), the last Business Day of
each March, June, September and December and the Maturity Date of
the Facility under which such Loan was made; and (c) as to any
Credit-Linked Deposit, the last day of each Interest Period
therefor or the date of any prepayment thereof.




          “Interest Period”  means (a) as to each Eurocurrency Rate Loan,
the period commencing on the date such Eurocurrency Rate Loan is
disbursed or converted to or continued as a Eurocurrency Rate Loan
and ending on the date one, two, three or six months thereafter, or
to the extent available to each Lender of such Eurocurrency Rate
Loan, nine or twelve months or less than one month thereafter, as
selected by the Borrower in its Committed Loan Notice (except for
any Non-Extended Synthetic L/C













 



43



Loan or any Tranche S Term Loan, which shall initially have an Interest Period
coincident with the Interest Period in effect for the Credit-Linked Deposits at
the time such Loan is made, subject to subsequent conversion in accordance with
Section 2.02), and (b) as to any Credit-Linked Deposit, the period commencing on
the date specified in the Second Amended and Restated Credit Agreement with
respect to such Credit-Linked Deposit and ending on the next succeeding day
thereafter that is the last Business Day of March, June, September or December,
and thereafter, the period commencing on the last day of the preceding Interest
Period with respect thereto; provided that:





     (a) any Interest Period that would otherwise end on a day that
is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next
preceding Business Day;




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




     (c) no Interest Period shall extend beyond the Maturity Date
of the Facility under which such Loan or Credit-Linked Deposit was
made.



          “Intermediate Holding Company”  means any Subsidiary of
Holdings that, directly or indirectly, owns 100% of the issued and
outstanding Equity Interests of the Borrower.




          “Intermediate Parent”  has the meaning specified in the
introductory paragraph to this Agreement.




          “Investment”  means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a)
the purchase or other acquisition of Equity Interests or debt or
other securities of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of Indebtedness of, or
purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any
partnership or joint venture interest in such other Person
(excluding, in the case of Holdings and its Subsidiaries,
intercompany loans, advances, or Indebtedness having a term not
exceeding 364 days (inclusive of any roll-over or extensions of
terms) and made in the ordinary course of business consistent with
past practice) or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of all or substantially
all of the property and assets or business of another Person or
assets constituting a business unit, line of business or division
of such Person. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of
such Investment.




          “Investment Transaction”  means (a) the contribution of the
Second Lien Tranche A Term Loans to the Travelport Guarantor as a
capital contribution, (b) the













 



44



guaranty by the Travelport Guarantor of certain obligations under the PIK Credit
Agreement and the pledge of the Second Lien Tranche A Term Loans to secure the
Travelport Guarantor’s obligations under such guaranty, and the escrow
arrangements related thereto, (c) the consummation of any other transactions
incidental to any of the foregoing, and (d) the payment of fees and expenses in
connection with any of the foregoing.




          “IP Collateral”  means all “Intellectual Property Collateral”
referred to in the Collateral Documents and all of the other IP
Rights that are or are required by the terms hereof or of the
Collateral Documents to be subject to Liens in favor of the
Administrative Agent for the benefit of the Secured Parties.




          “IP Rights”  has the meaning specified in Section 5.15.




          “IRS”  means the United States Internal Revenue Service.




          “Joint Bookrunners”  means UBS Securities LLC, Credit Suisse
Securities (USA) LLC and Lehman Brothers Inc., each in its capacity
as a Joint Bookrunner under this Agreement.




          “Judgment Currency”  has the meaning specified in Section 10.19.




          “Junior Financing”  has the meaning specified in Section 7.15(a).




          “Junior Financing Documentation”  means any documentation
governing any Junior Financing.




          “Latest Maturity Date”  means, at any date of determination,
the latest date that is a Maturity Date applicable to any Loan or
Commitment hereunder at such time, determined after giving effect
to any extension of the Maturity Dates hereunder and assuming, in
the case of any Maturity Date that is determined by reference to
the satisfaction or non-satisfaction of any condition, that such
Maturity Date is to occur on the latest of the dates specified
therefor.




          “Laws”  means, collectively, all international, foreign,
Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with
the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any
Governmental Authority, in each case whether or not having the
force of law.




          “L/C Borrowing”  means a Revolving L/C Borrowing or a
Non-Extended Synthetic L/C Borrowing.




          “L/C Credit Extension”  means a Revolving L/C Credit Extension
or a Synthetic L/C Credit Extension.













 



45




          “L/C Issuer”  means a Revolving L/C Issuer or the Synthetic L/C Issuer.




          “L/C Obligations”  means the Revolving L/C Obligations and the
Synthetic L/C Obligations.




          “Lender”  has the meaning specified in the introductory
paragraph to this Agreement and, as the context requires, includes
an L/C Issuer and the Swing Line Lender, and their respective
successors and assigns as permitted hereunder, each of which is
referred to herein as a “Lender.”




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




          “Letter of Credit”  means any Existing Letter of Credit or any
letter of credit issued hereunder. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.




          “Letter of Credit Application”  means an application and
agreement for the issuance or amendment of a Letter of Credit in
the form from time to time in use by the relevant L/C Issuer.




          “Letter of Credit Expiration Date”  means (a) with respect to
Letters of Credit issued under the Revolving Credit Facilities, the
day that is five (5) Business Days prior to the latest scheduled
Maturity Date then in effect for the Revolving Credit Facilities
(or, if such day is not a Business Day, the next preceding Business
Day) and (b) with respect to Letters of Credit issued under the
Synthetic L/C Facilities, the day that is five (5) Business Days
prior to the latest scheduled Maturity Date then in effect for the
Synthetic L/C Facilities (or, if such day is not a Business Day,
the next preceding Business Day).




          “Lien”  means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement,
any easement, right of way or other encumbrance on title to real
property, and any Capitalized Lease having substantially the same
economic effect as any of the foregoing).




          “Loan”  means an extension of credit made by a Lender to the
Borrower under Article II (including such extensions of credit that
were made prior to the Fourth Amendment and Restatement Effective
Date and acknowledged in Section 2.01 as of such date) in the form
of a Tranche B Dollar Term Loan, a Euro Term Loan, a Revolving
Credit Loan, a Non-Extended Synthetic L/C Loan, a Tranche S Term
Loan or a Swing Line Loan.




          “Loan Documents”  means, collectively, (i) this Agreement, (ii)
the Notes, (iii) the Guaranty, (iv) the Collateral Documents and,
except for purposes of Section













 



46



10.01, the Tranche S Collateral Account Agreement and (v) each Letter of Credit
Application.




          “Loan Parties”  means, collectively, the Borrower and each Guarantor.




          “Management Stockholders”  means the members of management of
Holdings or any of its Subsidiaries who are investors in Holdings or
any direct or indirect parent thereof.




          “Mandatory Bond Prepayments”  has the meaning specified in
Section 6.18.




          “Mandatory Cost”  means, with respect to any period, the
percentage rate per annum determined in accordance with Schedule 1.01D.




          “Master Agreement”  has the meaning specified in the definition
of “Swap Contract.”




          “Material Adverse Effect”  means (a) a material adverse effect
on the business, operations, assets, liabilities (actual or
contingent) or financial condition of Holdings and its
Subsidiaries, taken as a whole, (b) a material adverse effect on
the ability of the Loan Parties (taken as a whole) to perform their
respective payment obligations under any Loan Document to which any
of the Loan Parties is a party or (c) a material adverse effect on
the rights and remedies of the Lenders or the Agents under any Loan
Document.




          “Maturity Date”  means (a) with respect to the Non-Extended
Revolving Credit Commitments, the Non-Extended Revolving Credit
Loans and the Non-Extended Revolving Credit Facilities, the sixth
anniversary of the Original Closing Date, (b) with respect to the
Extended Revolving Credit Commitments, the Extended Revolving Credit
Loans and the Extended Revolving Credit Facilities, April 28, 2014,
(c) with respect to the Non-Extended Term Loans and the Non-Extended
Synthetic L/C Facility, the seventh anniversary of the Original
Closing Date and (d) with respect to the Extended Term Loans and the
Extended Synthetic L/C Facility, the ninth anniversary of the
Original Closing Date; provided that, in the case of clause (d), the
Maturity Date with respect to the Extended Term Loans and the
Extended Synthetic L/C Facility (including the Tranche S Term Loans)
shall instead be May 29, 2014, if the Senior Notes shall not have
been repaid, redeemed, defeased, refinanced or otherwise satisfied
in full on or prior to May 29, 2014 (with any such repayment,
redemption, defeasance, refinancing or other satisfaction financed,
in whole or in part, with the proceeds of Indebtedness qualifying as
such for purposes of this definition only if (i) the stated final
maturity of such Indebtedness shall not be earlier than 91 days
after the Latest Maturity Date in effect on the date of incurrence
thereof, and such stated final maturity shall not be subject to any
conditions that could result in such stated final maturity occurring
on a date that precedes such 91st day (it being understood that
acceleration or mandatory repayment, prepayment, redemption or
repurchase of such Indebtedness upon the occurrence of an event of
default, a change in control, an event of loss or an asset
disposition shall not be













 



47



deemed to constitute a change in the stated final maturity thereof) and (ii)
such Indebtedness shall not be required to be repaid, prepaid, redeemed,
repurchased or defeased, whether on one or more fixed dates, upon the occurrence
of one or more events or at the option of any holder thereof (except, in each
case, upon the occurrence of an event of default, a change in control, an event
of loss or an asset disposition) prior to the date that is 91 days after the
Latest Maturity Date in effect on the date of incurrence thereof, provided that,
notwithstanding the foregoing, scheduled amortization payments (however
denominated) of such Indebtedness shall be permitted so long as the Weighted
Average Life to Maturity of such Indebtedness shall be longer than the remaining
Weighted Average Life to Maturity of each Class of the Term Loans outstanding as
of the date of incurrence thereof); provided, further, that if any day that
would otherwise be a Maturity Date is not a Business Day, the Maturity Date
shall be the Business Day immediately preceding such day.




          “Maximum Rate”  has the meaning specified in Section 10.10.




          “Minimum Amount”  means, on any date, $75,000,000; provided
that if the Revolving Credit Commitments are less than $125,000,000
on such date then the Minimum Amount shall be reduced by the
difference between $125,000,000 and the amount of the Revolving
Credit Commitments on such date but in no event shall be less than
$70,000,000.




          “Minimum Cash”  means, on any date, the Dollar Amount of cash
and Cash Equivalents (in each case, free and clear of all Liens,
other than nonconsensual Liens permitted by Section 7.01 and Liens
permitted by Section 7.01(a), Section 7.01(l), Section 7.01(r),
Section 7.01(s), clauses (i) and (ii) of Section 7.01(u) and Section
7.01(aa)) included in the consolidated balance sheet of Holdings, the Borrower
and the Restricted Subsidiaries as of such date, minus the aggregate amount of
cash and Cash Equivalents credited to the Tranche S Collateral Account as of
such date.




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




          “Mortgage”  means a document in form and substance reasonably
satisfactory to the Administrative Agent.




          “Mortgage Policies”  has the meaning specified in Section 6.13(b)(ii).




          “Mortgaged Properties”  has the meaning specified in paragraph
(h) of the definition of “Collateral and Guarantee Requirement”.




          “Multiemployer Plan”  means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA, to which any Loan
Party or any ERISA Affiliate makes or is obligated to make
contributions or, during the preceding five plan years, has made or
been obligated to make contributions.













 



48




          “Net Cash Proceeds”  means:





     (a) with respect to the Disposition of any asset by Holdings,
the Borrower or any Restricted Subsidiary or any Casualty Event, the
excess, if any, of (i) the sum of cash and Cash Equivalents received
in connection with such Disposition or Casualty Event (including any
cash or Cash Equivalents received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise,
but only as and when so received and, with respect to any Casualty
Event, any insurance proceeds or condemnation awards in respect of
such Casualty Event actually received by or paid to or for the
account of Holdings, the Borrower or any Restricted Subsidiary) over
(ii) the sum of (A) the principal amount, premium or penalty, if
any, interest and other amounts on any Indebtedness that is secured
by the asset subject to such Disposition or Casualty Event and that
is required to be repaid (and is timely repaid) in connection with
such Disposition or Casualty Event (other than Indebtedness under
the Loan Documents and Permitted Refinancing Indebtedness), (B) the
out-of-pocket expenses (including attorneys’ fees, investment
banking fees, survey costs, title insurance premiums, and related
search and recording charges, transfer taxes, deed or mortgage
recording taxes, other customary expenses and brokerage, consultant
and other customary fees) actually incurred by Holdings, the
Borrower or such Restricted Subsidiary in connection with such
Disposition or Casualty Event, (C) taxes paid or reasonably
estimated to be actually payable in connection therewith, and (D)
any reserves for adjustment in respect of (x) the sale price of such
assets or assets established in accordance with GAAP, including
working capital adjustments, (y) any liabilities associated with
such asset or assets and retained by Holdings, the Borrower or any
Restricted Subsidiary after such sale or other disposition thereof,
including pension and other post-employment benefit liabilities and
liabilities related to environmental matters, and (z) any
indemnification obligations associated with such asset or assets or
such transaction (provided that, solely with respect to the
Permitted Disposition, amounts deducted from Net Cash Proceeds
pursuant to this subclause (D) shall not exceed, individually or in
the aggregate, $30,000,000), it being understood that “Net Cash
Proceeds”  shall include any cash or Cash Equivalents (i) received
upon the Disposition of any non-cash consideration received by
Holdings, the Borrower or any Restricted Subsidiary in any such
Disposition and (ii) upon the reversal (without the satisfaction of
any applicable liabilities in cash in a corresponding amount) of any
reserve described in clause (D) of the preceding sentence or, if
such liabilities have not been satisfied in cash and such reserve is
not reversed within three hundred and sixty-five (365) days after
such Disposition or Casualty Event, the amount of such reserve;
provided that (x) no net cash proceeds calculated in accordance with
the foregoing realized in a single transaction or series of related
transactions shall constitute Net Cash Proceeds unless such net cash
proceeds shall exceed a Dollar Amount of $7,250,000 and (y) no such
net cash proceeds shall constitute Net Cash Proceeds under this
clause (a) in any fiscal year until the aggregate amount of all such
net cash proceeds in such fiscal year shall exceed a Dollar Amount
of $21,750,000 (and thereafter only









 



49



net cash proceeds in excess of such amount shall constitute Net Cash
Proceeds under this clause (a)); and




     (b) with respect to the incurrence or issuance of any
Indebtedness by Holdings, the Borrower or any Restricted
Subsidiary, the excess, if any, of (i) the sum of the cash received
in connection with such incurrence or issuance over (ii) the
investment banking fees, underwriting discounts, commissions, costs
and other out-of-pocket expenses and other customary expenses
incurred by Holdings, the Borrower or such Restricted Subsidiary in
connection with such incurrence or issuance.



          “New Post-First Amendment and Restatement Synthetic L/C
Commitment”  has the meaning specified in the Second Amended and
Restated Credit Agreement.




          “New Post-First Amendment and Restatement Synthetic L/C
Lender”  has the meaning specified in the Second Amended and
Restated Credit Agreement.




          “Non-Cash Charges”  has the meaning specified in the definition
of the term “Consolidated EBITDA”.




          “Non-Consenting Lender”  has the meaning specified in Section 3.07(d).




          “Non-Extended Alternative Currency Revolving Credit
Commitment”  means, as to each Lender, its obligation, if any, to
(a) make Alternative Currency Revolving Credit Loans to the
Borrower pursuant to Section 2.01(c)(ii) and (b) purchase
participations in Alternative Currency Revolving L/C Obligations,
in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule
2.01A to the Fourth Amendment and Restatement Agreement under the
caption “Non-Extended Alternative Currency Revolving Credit
Commitment”  or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this
Agreement. The aggregate Dollar Amount of the Non-Extended
Alternative Currency Revolving Credit Commitments on the Fourth
Amendment and Restatement Effective Date is $100,000,000.00.




          “Non-Extended Alternative Currency Revolving Credit Facility”
means, at any time, the aggregate Dollar Amount of the Non-Extended
Alternative Currency Revolving Credit Commitments, and the
extensions of credit thereunder, at such time.




          “Non-Extended Alternative Currency Revolving Credit Lender”
means, at any time, any Lender that has a Non-Extended Alternative
Currency Revolving Credit Commitment, a Non-Extended Alternative
Currency Revolving Loan or any Alternative Currency Revolving
Credit Exposure in respect of a Non-Extended Alternative Currency
Revolving Credit Commitment at such time.













 



50




          “Non-Extended Alternative Currency Revolving Credit Loan”
means an Alternative Currency Revolving Credit Loan made by a
Lender pursuant to its Non-Extended Alternative Currency Revolving
Credit Commitment.




          “Non-Extended Dollar Revolving Credit Commitment”  means, as to
each Lender, its obligation, if any, to (a) make Dollar Revolving
Credit Loans to the Borrower pursuant to Section 2.01(c)(i), (b)
purchase participations in Dollar Revolving L/C Obligations and (c)
purchase participations in Swing Line Loans, in an aggregate
principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01A to
the Fourth Amendment and Restatement Agreement under the caption
“Non-Extended Dollar Revolving Credit Commitment”  or in the
Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement. The aggregate
amount of the Non-Extended Dollar Revolving Credit Commitments on
the Fourth Amendment and Restatement Effective Date is
$200,000,000.00.




          “Non-Extended Dollar Revolving Credit Facility”  means, at any
time, the aggregate Dollar Amount of the Non-Extended Dollar
Revolving Credit Commitments, and the extensions of credit
thereunder, at such time.




          “Non-Extended Dollar Revolving Credit Lender”  means, at any
time, any Lender that has a Non-Extended Dollar Revolving Credit
Commitment, a Non-Extended Dollar Revolving Loan or any Dollar
Revolving Credit Exposure in respect of a Non-Extended Dollar
Revolving Credit Commitment at such time.




          “Non-Extended Dollar Revolving Credit Loan”  means a Dollar
Revolving Credit Loan made by a Lender pursuant to its Non-Extended
Dollar Revolving Credit Commitment.




          “Non-Extended Euro Term Facility”  means the Non-Extended Euro
Term Loans.




          “Non-Extended Euro Term Lender”  means, at any time, any Lender
that has a Non-Extended Euro Term Loan at such time.




          “Non-Extended Euro Term Loan”  means an Existing Euro Term Loan
that shall not have been converted to an “Extended Euro Term Loan” under the Third Amendment and Restatement Agreement.




          “Non-Extended Revolving Credit Commitments”  means,
collectively, the Non-Extended Dollar Revolving Credit Commitments
and the Non-Extended Alternative Currency Revolving Credit
Commitments.




          “Non-Extended Revolving Credit Facilities”  means the
collective reference to the Non-Extended Dollar Revolving Credit
Facility and the Non-Extended Alternative Currency Revolving Credit
Facility.













 



51




          “Non-Extended Revolving Credit Lender”  means any Non-Extended
Dollar Revolving Credit Lender or Non-Extended Alternative Currency
Revolving Credit Lender.




          “Non-Extended Revolving Credit Loan”  means a Revolving Credit
Loan made by a Lender pursuant to its Non-Extended Revolving Credit
Commitment.




          “Non-Extended Synthetic L/C Borrowing”  means a borrowing
consisting of simultaneous Non-Extended Synthetic L/C Loans deemed
made by each of the Non-Extended Synthetic L/C Lenders pursuant to
Section 2.03(c)(viii) and having the same Interest Period.




          “Non-Extended Synthetic L/C Commitment”  means, as to each
Lender, its obligation, if any, to (a) make Non-Extended Synthetic
L/C Loans to the Borrower pursuant to Section 2.03(c)(viii) and (b)
purchase participations in Synthetic L/C Obligations, in an
aggregate principal amount at any one time outstanding not to
exceed the amount of such Lender’s Existing Synthetic L/C
Commitment as in effect immediately prior to the Third Amendment
and Restatement Effective Date (less any portion thereof that shall
have been converted to an Extended Synthetic L/C Commitment
pursuant to the Third Amendment and Restatement Agreement) or the
amount set forth in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this
Agreement. The aggregate amount of the Non-Extended Synthetic L/C
Commitments on the Fourth Amendment and Restatement Effective Date
is $13,207,786.85.




          “Non-Extended Synthetic L/C Exposure”  means, as to each
Lender, the sum of (a) the outstanding principal amount of such
Lender’s Non-Extended Synthetic L/C Loans and (b) the product of
(i) such Lender’s Non-Extended Synthetic L/C Percentage and (ii)
such Lender’s Pro Rata Share (determined on the basis of the
aggregate amount of its Synthetic L/C Commitments as a percentage
of the Aggregate Synthetic L/C Commitments) of the Synthetic L/C
Obligations at such time.




          “Non-Extended Synthetic L/C Facility”  means the Non-Extended
Synthetic L/C Commitments and the extensions of credit made
thereunder.




          “Non-Extended Synthetic L/C Lender”  means, at any time, any
Lender that has a Non-Extended Synthetic L/C Commitment or a
Non-Extended Synthetic L/C Exposure at such time.




          “Non-Extended Synthetic L/C Loans”  means the loans deemed made
by the Non-Extended Synthetic L/C Lenders to the Borrower pursuant
to Section
2.03(c)(viii) to reimburse, in part, drawings under a Synthetic L/C Letter of
Credit, which loans are funded by reducing the Credit-Linked Deposits by a like
amount.




          “Non-Extended Synthetic L/C Percentage”  means, with respect to
any Non-Extended Synthetic L/C Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Non-Extended Synthetic
L/C Commitment of such Lender at such time and the denominator











 



52



of which is the aggregate amount of the Synthetic L/C Commitments of such Lender
at such time.




          “Non-Extended Synthetic L/C Pro Rata Share Amount”  means, when
used with respect to the portion of any Unreimbursed Amount under a
Synthetic L/C Letter of Credit allocable to any Non-Extended
Synthetic L/C Lender, the product of (a) such Lender’s Pro Rata
Share (determined on the basis of the aggregate amount of its
Synthetic L/C Commitments as a percentage of the Aggregate
Synthetic L/C Commitments) of such Unreimbursed Amount and (b) such
Lender’s Non-Extended Synthetic L/C Percentage.




          “Non-Extended Term Loan”  means a Non-Extended Euro Term Loan
or a Non-Extended Tranche B Dollar Term Loan.




          “Non-Extended Tranche B Dollar Term Facility”  means the
Non-Extended Tranche B Dollar Term Loans.




          “Non-Extended Tranche B Dollar Term Lender”  means, at any
time, any Lender that has a Non-Extended Tranche B Dollar Term Loan
at such time.




          “Non-Extended Tranche B Dollar Term Loan”  means an Existing
Tranche B Dollar Term Loan that shall not have been converted to an
“Extended Tranche B Dollar Term Loan” under the Third Amendment and
Restatement Agreement.




          “Nonrenewal Notice Date”  has the meaning specified in Section
2.03(b)(iii).




          “Northwest”  means Northwest Airlines, Inc., a Minnesota corporation.




          “Northwest FASA”  means the Northwest Founder Airline Services
Agreement, dated as of June 30, 2003, between Northwest and the
Borrower.




          “Not Otherwise Applied”  means, with reference to any amount of
Net Cash Proceeds of any transaction or event that is proposed to be
applied to a particular use or transaction, that such amount (a) was
not required to be applied to prepay the Loans pursuant to Section
2.05(b) and (b) was not previously applied, or is not simultaneously
being applied, to any Investment, Restricted Payment or prepayment,
redemption, purchase, defeasance or other payment in respect of
Indebtedness under any Second Lien Debt Document or a Junior
Financing pursuant to Section 7.02(n), 7.06(g)(i), 7.06(i) or
7.15(a).




          “Note”  means any promissory note of the Borrower payable to a
Lender under any Facility or Facilities (or its registered assigns)
evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from extensions of credit made by such Lender under such
Facility or Facilities. Notes issued on and after the Third
Amendment and Restatement Effective Date shall be in form and
substance reasonably satisfactory to the Borrower and the
Administrative Agent.













 



53




          “Notice of Intent to Cure”  has the meaning specified in Section 6.02(b).




          “NPL”  means the National Priorities List under CERCLA.




          “Obligations”  means all (a) advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party
and its Subsidiaries arising under any Loan Document or otherwise
with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement
by or against any Loan Party or Subsidiary of any proceeding under
any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding, (b) obligations of any Loan Party and its
Subsidiaries arising under any Secured Hedge Agreement, and (c) Cash
Management Obligations. Without limiting the generality of the
foregoing, the Obligations of the Loan Parties under the Loan
Documents (and of their Subsidiaries to the extent they have
obligations under the Loan Documents) include (i) the obligation
(including guarantee obligations) to pay principal, interest, Letter
of Credit commissions, reimbursement obligations, charges, expenses,
fees, Attorney Costs, indemnities and other amounts payable by any
Loan Party or its Subsidiaries under any Loan Document and (ii) the
obligation of any Loan Party or any of its Subsidiaries to reimburse
any amount in respect of any of the foregoing that any Lender, in
its sole discretion, may elect to pay or advance on behalf of such
Loan Party or such Subsidiary.




          “OID”  has the meaning specified in the definition of the term
“Permitted Refinancing Indebtedness”.




          “Orbitz Business”  means the Subsidiaries of Holdings whose
assets and operations comprise the Orbitz Worldwide Business
division of Holdings (as such division is currently comprised) and
do not contain any portion (other than de minimis portions) of any
business, operations or assets of Holdings or any of its
Subsidiaries other than the Orbitz Worldwide Business (as such
division is currently comprised).




          “Orbitz IPO”  means an initial public offering of common Equity
Interests of Orbitz TopCo.




          “Orbitz TopCo”  means a Subsidiary that is part of the Orbitz
Business that owns any and all of the other Subsidiaries of
Holdings comprising the Orbitz Business.




          “Organization Documents”  means (a) with respect to any
corporation, the certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction), (b) with respect to any
limited liability company, the certificate or articles of formation
or organization and operating agreement, and (c) with respect to any
partnership, joint venture, trust or other form of business entity,
the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation
or organization with the applicable













 



54



Governmental Authority in the jurisdiction of its formation or organization and,
if applicable, any certificate or articles of formation or organization of such
entity.




          “Original Closing Date”  means August 23, 2006.




          “Original Closing Date Audited Financial Statements”  means the
audited combined balance sheets of the Travelport business of
Cendant Corporation as of each of December 31, 2005 and 2004, and
the related audited consolidated statements of income,
stockholders’ equity and cash flows for the Travelport business of
Cendant Corporation for the fiscal years ended December 31, 2005,
2004 and 2003, respectively.




          “Original Closing Date Pro Forma Balance Sheet”  has the
meaning specified in Section 5.05(a)(ii).




          “Original Closing Date Pro Forma Financial Statements”  has the
meaning specified in Section 5.05(a)(ii).




          “Original Closing Date Transactions”  has the meaning specified
in the Second Amended and Restated Credit Agreement.




          “Original Closing Date Unaudited Financial Statements”  means
the unaudited consolidated balance sheets and related statements of
income, stockholders’ equity and cash flows of Target and its
Subsidiaries for each subsequent fiscal quarter ended at least
forty-five (45) days before the Original Closing Date, which
financial statements shall be prepared in accordance with GAAP.




          “Original Credit Agreement”  has the meaning specified in the
preliminary statements hereto.




          “Original Post-First Amendment and Restatement Synthetic L/C
Commitment”  has the meaning specified in the Second Amended and
Restated Credit Agreement.




          “Original Post-First Amendment and Restatement Synthetic L/C
Lender”  has the meaning specified in the Second Amended and
Restated Credit Agreement.




          “Other Indebtedness”  has the meaning specified in the
definition of the term “Permitted Refinancing Indebtedness”.




          “Other Sponsor”  shall mean another financial sponsor
identified to the Administrative Agent that is a purchaser of
Equity Interests in Holdings on or prior to December 4, 2008.




          “Other Taxes”  has the meaning specified in Section 3.01(b).




          “Outstanding Amount”  means (a) with respect to the Tranche B
Dollar Term Loans, Euro Term Loans, Revolving Credit Loans,
Non-Extended Synthetic L/C













 



55



Loans, Tranche S Term Loans and Swing Line Loans on any date, the Dollar Amount
thereof after giving effect to any borrowings and prepayments or repayments of
Tranche B Dollar Term Loans, Euro Term Loans, Revolving Credit Loans (including
any refinancing of outstanding Unreimbursed Amounts under Revolving Letters of
Credit as a Revolving Credit Borrowing), Non-Extended Synthetic L/C Loans,
Tranche S Term Loans and Swing Line Loans, as the case may be, occurring on such
date, and (b) with respect to any L/C Obligations on any date, the Dollar Amount
thereof on such date after giving effect to any related L/C Credit Extension
occurring on such date and any other changes thereto as of such date, including
as a result of any reimbursements of outstanding Unreimbursed Amounts under
related Letters of Credit (including any refinancing of outstanding Unreimbursed
Amounts under related Letters of Credit as a Revolving Credit Borrowing or
Non-Extended Synthetic L/C Borrowing, as the case may be) or any reductions in
the maximum amount available for drawing under related Letters of Credit taking
effect on such date.




          “Overnight Rate”  means, for any day, (a) with respect to any
amount denominated in Dollars, the Federal Funds Rate, and (b) with
respect to any amount denominated in an Alternative Currency, the
rate of interest per annum at which overnight deposits in the
applicable Alternative Currency, in an amount approximately equal to
the amount with respect to which such rate is being determined,
would be offered for such day by a branch or Affiliate of UBS AG,
Stamford Branch in the applicable offshore interbank market for such
currency to major banks in such interbank market.




          “Participant”  has the meaning specified in Section 10.07(e).




          “Participating Member State”  means each state so described in
any EMU Legislation.




          “PBGC”  means the Pension Benefit Guaranty Corporation.




          “Pension Plan”  means any “employee pension benefit plan”  (as
such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by any Loan Party or any ERISA Affiliate or
to which any Loan Party or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five (5)
plan years.




          “Permitted Acquisition”  has the meaning specified in Section 7.02(i).




          “Permitted Amendments”  has the meaning specified in Section 2.17(c).




          “Permitted Disposition”  means the disposition of GTA Holdco
Limited, GTA Americas LLC, Columbus Technology Developments Limited
and Octopus Travel.com (USA) Ltd, in each case pursuant to the
Permitted Disposition Agreement.













 



56




          “Permitted Disposition Agreement”  means the Share Purchase
Agreement, dated as of March 5, 2011 by and among Gullivers
Services Limited, Travelport (Bermuda) Ltd. and Travelport Inc., as
the sellers, Travelport Limited, as the Travelport guarantor, Kuoni
Holdings Plc, Kuoni Holding Delaware, Inc. and KIT Solution AG, as
the purchasers, and Kuoni Reisen Holding AG, as the Kuoni
guarantor.




          “Permitted Equity Issuance”  means any sale or issuance of any
Qualified Equity Interests of Holdings (and, after a Qualifying
IPO, of the Borrower or an Intermediate Holding Company) to the
extent permitted hereunder.




          “Permitted Holders”  means each of (i) the Sponsor, (ii) the
Management Stockholders and (iii) the Other Sponsor; provided that
if the Management Stockholders own beneficially or of record more
than fifteen percent (15%) of the outstanding voting stock of
Holdings in the aggregate, they shall be treated as Permitted
Holders of only fifteen percent (15%) of the outstanding voting
stock of Holdings at such time; provided further that if the Other
Sponsor owns beneficially or of record more than fifteen percent
(15%) of the outstanding voting stock of Holdings in the aggregate,
it shall be treated as a Permitted Holder of only fifteen percent
(15%) of the outstanding voting stock of Holdings at such time.




          “Permitted Refinancing”  means, with respect to any Person, any
modification, refinancing, refunding, renewal or extension of any
Indebtedness of such Person; provided that (a) the principal amount
(or accreted value, if applicable) thereof does not exceed the
principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed or extended
except by an amount equal to unpaid accrued interest and premium
thereon plus other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such modification,
refinancing, refunding, renewal or extension and by an amount equal
to any existing commitments unutilized thereunder, (b) other than
with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 7.03(e), such modification,
refinancing, refunding, renewal or extension has a final maturity
date equal to or later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being
modified, refinanced, refunded, renewed or extended, (c) other than
with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 7.03(e), at the time thereof, no Event
of Default shall have occurred and be continuing, and (d) if such
Indebtedness being modified, refinanced, refunded, renewed or
extended is Indebtedness permitted pursuant to Section 7.03(b),
7.03(t) or 7.03(v), (i) to the extent such Indebtedness being
modified, refinanced, refunded, renewed or extended is subordinated
in right of payment to the Obligations, such modification,
refinancing, refunding, renewal or extension is subordinated in
right of payment to the Obligations on terms at least as favorable
to the Lenders as those contained in the documentation governing the
Indebtedness being modified, refinanced, refunded, renewed or
extended, (ii) the terms and conditions (including, if applicable,
as to collateral but excluding as to subordination, interest rate
and redemption premium) of any such modified, refinanced, refunded,
renewed or extended Indebtedness, taken as a whole, are not
materially less favorable to the Loan Parties or the Lenders than
the terms and conditions of the











 



57



Indebtedness being modified, refinanced, refunded, renewed or extended; provided
that a certificate of a Responsible Officer delivered to the Administrative Agent
at least five Business Days prior to the incurrence of such Indebtedness,
together with a reasonably detailed description of the material terms and
conditions of such Indebtedness or drafts of the documentation relating thereto,
stating that the Borrower has determined in good faith that such terms and
conditions satisfy the foregoing requirement shall be conclusive evidence that
such terms and conditions satisfy the foregoing requirement unless the
Administrative Agent notifies the Borrower within such five Business Day period
that it disagrees with such determination (including a reasonable description of
the basis upon which it disagrees) and (iii) such modification, refinancing,
refunding, renewal or extension is incurred by the Person who is the obligor of
the Indebtedness being modified, refinanced, refunded, renewed or extended.




          “Permitted Refinancing Indebtedness”  means (a) Indebtedness of
the Borrower and any Guarantees thereof by the Guarantors incurred
to refinance the Term Loans (any such Indebtedness being referred
to in this definition as “Other Indebtedness”); provided that (i)
the stated final maturity of such Other Indebtedness is not earlier
than 91 days after the Latest Maturity Date in effect on the date
of incurrence thereof, and such stated final maturity is not
subject to any conditions that could result in such stated final
maturity occurring on a date that precedes such 91st day (it being
understood that acceleration or mandatory repayment, prepayment,
redemption or repurchase of such Other Indebtedness upon the
occurrence of an event of default, a change in control, an event of
loss or an asset disposition shall not be deemed to constitute a
change in the stated final maturity thereof), (ii) such Other
Indebtedness is not required to be repaid, prepaid, redeemed,
repurchased or defeased, whether on one or more fixed dates, upon
the occurrence of one or more events or at the option of any holder
thereof (except, in each case, upon the occurrence of an event of
default, a change in control, an event of loss or an asset
disposition) prior to the date that is 91 days after the Latest
Maturity Date in effect on the date of incurrence thereof, provided
that, notwithstanding the foregoing, scheduled amortization
payments (however denominated) of such Other Indebtedness shall be
permitted so long as the Weighted Average Life to Maturity of such
Other Indebtedness shall be longer than the remaining Weighted
Average Life to Maturity of each Class of the Term Loans
outstanding as of the date of incurrence thereof, (iii) such Other
Indebtedness shall not be an obligation (including pursuant to a
Guarantee) of any Person other than the Borrower and the
Guarantors, (iv) 100% of the Net Cash Proceeds of such Other
Indebtedness shall be applied, on the date of the incurrence
thereof, (A) to repay or prepay all or any portion of the
outstanding Non-Extended Term Loans or to refinance all or any
portion of the Non-Extended Synthetic L/C Facility (with a
concomitant reduction of the Non-Extended Synthetic L/C
Commitments) and (B)(x) following the repayment or refinancing in
full of all the outstanding Non-Extended Term Loans, to repay or
prepay all or any portion of the outstanding Extended Term Loans
and (y) following the expiration and repayment in full of the
Non-Extended Synthetic L/C Facility, to refinance all or any
portion of the Extended Synthetic L/C Facility (with a concomitant
reduction of the Extended Synthetic L/C Commitments), (v) such
Other Indebtedness shall not be secured by any Lien on any property
or assets of Holdings or any Subsidiary, provided that any such
Other Indebtedness 100% of the Net Cash Proceeds of which are
applied in accordance with











 



58



clause (iv) above may be secured on a second priority basis (and subject to an
intercreditor agreement in form and substance reasonably acceptable to the
Administrative Agent and with terms substantially the same as the Intercreditor
Agreement) by such property and assets of Holdings and the Subsidiaries as secure
the Obligations (other than the Tranche S Collateral Account and funds credited
thereto), provided further that any such Other Indebtedness 100% of the Net Cash
Proceeds of which are applied in accordance with clause (iv)(A) above may be
secured on a first priority basis (and subject to an intercreditor agreement in
form and substance reasonably acceptable to the Administrative Agent) by such
property and assets of Holdings and the Subsidiaries as secure the Obligations
(other than the Tranche S Collateral Account and funds credited thereto), (vi)
with respect to any such Other Indebtedness secured on a first priority basis in
accordance with the preceding clause (v), if the initial yield on such Other
Indebtedness (as determined by the Administrative Agent to be equal to the sum of
(x) the margin above the Eurocurrency Rate or similar interest rate spread on
such Other Indebtedness for a three-month Interest Period commencing on such date
(which shall be increased by the amount that any “LIBOR floor”  applicable to such
Other Indebtedness on the date such Other Indebtedness is incurred would exceed
the Eurocurrency Rate or similar interest rate spread that would be in effect for
a three-month Interest Period commencing on such date) and (y) if such Other
Indebtedness is initially incurred at a discount or the lenders making the same
receive a fee directly or indirectly from Holdings or any Subsidiary for doing
so, but excluding customary arrangement fees and commitment fees paid to the
arrangers (the amount of such discount or fee, expressed as a percentage of such
Other Indebtedness, being referred to herein as “OID”), the amount of such OID
divided by the lesser of (x) the average life to maturity of such Other
Indebtedness and (y) four) exceeds the sum of (A) the margin then in effect for
any Term Loan of any Class (which, with respect to the Term Loans of any such
Class, shall be the sum of the Applicable Rate then in effect for such Term Loans
of such Class increased by the amount that any “LIBOR floor”  applicable to such
Term Loans of such Class on the date such Other Indebtedness is incurred would
exceed the Eurocurrency Rate that would be in effect for a three-month Interest
Period commencing on such date) plus (B) the amount of OID initially paid in
respect of the Term Loans of such Class divided by the lesser of (x) the average
life to maturity of the Term Loans of such Class as in effect at the time such
Term Loans were made as reasonably determined by the Administrative Agent and (y)
four (the amount of such excess being referred to herein as the “Yield
Differential”), then the Applicable Rate then in effect for each such affected
Class of Term Loans shall automatically be increased by the Yield Differential,
effective upon the incurrence of such Other Indebtedness and (vii) both
immediately prior and after giving effect thereto, no Default exists or would
result therefrom and (b) any Permitted Refinancing in respect of the Indebtedness
referred to in clause (a) above.




          “Permitted Refinancing Indebtedness Documentation”  means any
documentation governing any Permitted Refinancing Indebtedness.




          “Permitted Transfer Date”  has the meaning specified in the
form of the PIK Credit Agreement attached as Exhibit A to Exhibit F
(Amendment Agreement) to the Disclosure Statement, dated September
28, 2011, and filed by Holdings with the Securities and Exchange
Commission.













 



59




          “Person”  means any natural person, corporation, limited
liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.




          “PIK Credit Agreement”  means the Amended and Restated Credit
Agreement among Travelport Holdings, Wells Fargo Bank, National
Association, as administrative agent, each lender from time to time
party thereto and the other agents and arrangers named therein in
substantially the form attached as Exhibit A to Exhibit F
(Amendment Agreement) to the Disclosure Statement, dated September
28, 2011, and filed by Holdings with the Securities and Exchange
Commission, as such Amended and Restated Credit Agreement may be
amended, amended and restated, supplemented or otherwise modified
from time to time.




          “PIK Guarantee”  means any Guarantee by Holdings, the Borrower
or any Restricted Subsidiary in respect of any obligations of
Travelport Holdings under the PIK Credit Agreement.




          “Plan”  means any “employee benefit plan” (as such term is
defined in Section 3(3) of ERISA), other than a Foreign Plan,
established by any Loan Party or, with respect to any such plan
that is subject to Section 412 of the Code or Title IV of ERISA,
any ERISA Affiliate.




          “Pledged Debt”  has the meaning specified in the Security Agreement.




          “Pledged Equity”  has the meaning specified in the Security Agreement.




          “Post-Acquisition Period”  means, with respect to the
acquisition of an Acquired Entity or Business, the period beginning
on the date such acquisition is consummated and ending on the last
day of the sixth full consecutive fiscal quarter immediately
following the date on which such acquisition is consummated.




          “Principal L/C Issuer”  means (a) any L/C Issuer that has
issued Letters of Credit under any Revolving Credit Facility having
an aggregate Outstanding Amount in excess of $10,000,000 and (b)
the Synthetic L/C Issuer.




          “Pro Forma Adjustment”  means, for any Test Period that includes
all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable
Acquired Entity or Business or the Consolidated EBITDA of the
Borrower, the pro forma increase or decrease in such Acquired EBITDA
or such Consolidated EBITDA, as the case may be, projected by the
Borrower in good faith as a result of (a) actions taken during such
Post-Acquisition Period for the purposes of realizing reasonably
identifiable and factually supportable cost savings or (b) any
additional costs incurred during such Post-Acquisition Period, in
each case in connection with the combination of the operations of
such Acquired Entity or Business with the operations of Holdings,
the Borrower and the Restricted Subsidiaries; provided that, so long
as such actions are taken during such Post-Acquisition Period or
such costs are incurred during such Post-Acquisition Period, as
applicable, the cost savings related to such actions or such
additional costs, as applicable, it may be assumed, for purposes of











 



60



projecting such pro forma increase or decrease to such Acquired EBITDA or such
Consolidated EBITDA, as the case may be, that such cost savings will be
realizable during the entirety of such Test Period, or such additional costs, as
applicable, will be incurred during the entirety of such Test Period; provided
further that any such pro forma increase or decrease to such Acquired EBITDA or
such Consolidated EBITDA, as the case may be, shall be without duplication for
cost savings or additional costs already included in such Acquired EBITDA or
such Consolidated EBITDA, as the case may be, for such Test Period.




          “Pro Forma Basis” , “Pro Forma Compliance”  and “Pro Forma
Effect”  mean, with respect to compliance with any test or covenant
hereunder, that (A) if compliance for a Test Period ending on or
before June 30, 2007 is being determined, the Transaction shall have
been deemed to have been consummated on the first day of such
applicable Test Period, (B) to the extent applicable, the Pro Forma
Adjustment shall have been made and (C) all Specified Transactions
and the following transactions in connection therewith shall be
deemed to have occurred as of the first day of the applicable period
of measurement in such test or covenant: (a) income statement items
(whether positive or negative) attributable to the property or
Person subject to such Specified Transaction, (i) in the case of a
Disposition of all or substantially all Equity Interests in any
Subsidiary of Holdings or any division, product line, or facility
used for operations of Holdings or any of its Subsidiaries, shall be
excluded, and (ii) in the case of a Permitted Acquisition or
Investment described in the definition of “Specified Transaction”,
shall be included, (b) any retirement of Indebtedness, and (c) any
Indebtedness incurred or assumed by Holdings, the Borrower or any of
the Restricted Subsidiaries in connection therewith and if such
Indebtedness has a floating or formula rate, shall have an implied
rate of interest for the applicable period for purposes of this
definition determined by utilizing the rate which is or would be in
effect with respect to such Indebtedness as at the relevant date of
determination; provided that, without limiting the application of
the Pro Forma Adjustment pursuant to (A) above, the foregoing pro
forma adjustments may be applied to any such test or covenant solely
to the extent that such adjustments are consistent with the
definition of Consolidated EBITDA and give effect to events
(including operating expense reductions) that are (i) (x) directly
attributable to such transaction, (y) expected to have a continuing
impact on Holdings, the Borrower and the Restricted Subsidiaries and
(z) factually supportable or (ii) otherwise consistent with the
definition of Pro Forma Adjustment.




          “Pro Rata Share”  means, with respect to each Lender at any
time a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the
Commitments of such Lender under the applicable Facility or
Facilities at such time and the denominator of which is the amount
of the Aggregate Commitments under the applicable Facility or
Facilities at such time; provided that if such Commitments have
been terminated, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately
prior to such termination and after giving effect to any subsequent
assignments made pursuant to the terms hereof.













 



61




          “Purchase Agreement”  means the Purchase Agreement by and among
Cendant Corporation, Travelport LLC and TDS Investor LLC dated as
of June 30, 2006.




          “Qualified Equity Interests”  means any Equity Interests that
are not Disqualified Equity Interests.




          “Qualifying IPO”  means the issuance by Holdings, any direct or
indirect parent of Holdings, any Intermediate Holding Company or
the Borrower of its common Equity Interests in an underwritten
primary public offering (other than an offering solely in respect
of an employee stock purchase program) in the United States,
Canada, Switzerland or any member nation of the European Union.




          “Register”  has the meaning specified in Section 10.07(d).




          “Rejection Notice”  has the meaning specified in Section 2.05(b)(vi).




          “Reportable Event”  means any of the events set forth in
Section 4043(c) of ERISA or the regulations issued thereunder,
other than events for which the thirty (30) day notice period has
been waived.




          “Request for Credit Extension”  means (a) with respect to a
Borrowing, or a conversion or continuation of Term Loans of any
Class, Revolving Credit Loans of any Class or Non-Extended
Synthetic L/C Loans, a Committed Loan Notice, (b) with respect to
an L/C Credit Extension, a Letter of Credit Application, and (c)
with respect to a Swing Line Loan, a Swing Line Loan Notice.




          “Required Lenders”  means, as of any date of determination,
Lenders having more than 50% of the sum of the (a) Total
Outstandings (with the aggregate Dollar Amount of each Lender’s
risk participation and funded participation in Dollar L/C
Obligations and Swing Line Loans being deemed “held”  by such Lender
for purposes of this definition), (b) aggregate unused Tranche B
Dollar Term Commitments, (c) aggregate unused Euro Term
Commitments, (d) aggregate unused Revolving Credit Commitments and
(e) aggregate Unused Synthetic L/C Commitments; provided that the
unused Tranche B Dollar Term Commitment, unused Euro Term
Commitment, unused Revolving Credit Commitment and Unused Synthetic
L/C Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender or Holdings or any
Affiliate thereof shall be excluded for purposes of making a
determination of Required Lenders.




          “Responsible Officer”  means the chief executive officer,
president, vice president, chief financial officer, treasurer or
assistant treasurer or other similar officer of a Loan Party and, as
to any document delivered on the Original Closing Date, the First
Amendment and Restatement Effective Date or the Worldspan Closing
Date, any secretary or assistant secretary of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer
of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer
shall be conclusively presumed to have acted on behalf of such Loan
Party.












 



62




          “Restricted Payment”  means any dividend or other distribution
(whether in cash, securities or other property) with respect to any
Equity Interest of Holdings, the Borrower or any Restricted
Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such Equity
Interest, or on account of any return of capital to Holdings or the
Borrower’s stockholders, partners or members (or the equivalent
Persons thereof).




          “Restricted Subsidiary”  means any Subsidiary of Holdings
(including any Intermediate Holding Company) other than an
Unrestricted Subsidiary and other than the Borrower.




          “Restructuring Transaction”  means, collectively, (a) the
amendment of the Third Amended and Restated Credit Agreement
pursuant to the Fourth Amendment and Restatement Agreement, (b) the
formation of the Travelport Guarantor, (c) the execution, delivery
and performance by the Loan Parties of the Second Lien Debt
Documents to which they are a party on the Fourth Amendment and
Restatement Effective Date, (d) the incurrence by the Borrower of
the Second Lien Term Loans made on the Fourth Amendment and
Restatement Effective Date, (e) the sale of the Second Lien Term
Loans to Holdings on the Fourth Amendment and Restatement Effective
Date in exchange for the Tranche A Intercompany Note and the
Tranche B Intercompany Note, (f) a cash dividend in the amount of
$89,500,000 from the Borrower to its direct or indirect parent
companies, the proceeds of which shall be used by Holdings to make
a cash dividend to Travelport Holdings on the Fourth Amendment and
Restatement Effective Date, (g) the dividend of the Second Lien
Tranche B Term Loans by Holdings to Travelport Holdings on or after
the Fourth Amendment and Restatement Effective Date, (h) the
consummation of any other transactions incidental to any of the
foregoing and as disclosed to the Administrative Agent and the
Lenders prior to the Fourth Amendment and Restatement Effective
Date and (i) the payment of fees and expenses in connection with
any such other transaction or any of the foregoing.




          “Revolving Credit Borrowing”  means a Dollar Revolving Credit
Borrowing or an Alternative Currency Revolving Credit Borrowing.




          “Revolving Credit Commitments”  means the collective reference
to the Dollar Revolving Credit Commitment and the Alternative
Currency Revolving Credit Commitment.




          “Revolving Credit Exposure”  means the collective reference to
the Dollar Revolving Credit Exposure and the Alternative Currency
Revolving Credit Exposure.




          “Revolving Credit Facilities”  means the collective reference
to the Dollar Revolving Credit Facility and the Alternative
Currency Revolving Credit Facility.




          “Revolving Credit Lenders”  means the collective reference to
the Dollar Revolving Credit Lenders and the Alternative Currency
Revolving Credit Lenders.












 



63




          “Revolving Credit Loan Modification Agreement”  shall mean a
Revolving Credit Loan Modification Agreement in form and substance
reasonably satisfactory to the Revolving Credit Loan Modification
Offer Arranger, the Administrative Agent and the Borrower, among
the Borrower, the other Loan Parties, one or more Accepting
Revolving Credit Lenders, the Revolving Credit Loan Modification
Offer Arranger and the Administrative Agent.




          “Revolving Credit Loan Modification Offer”  has the meaning
specified in Section 2.17.




          “Revolving Credit Loan Modification Offer Arranger”  means,
with respect to any Revolving Credit Loan Modification Offer, any
Person or Persons appointed by the Borrower as an arranger thereof.




          “Revolving Credit Loans”  means the collective reference to the
Dollar Revolving Credit Loans and the Alternative Currency
Revolving Credit Loans.




          “Revolving L/C Advances”  means the collective reference to
Dollar Revolving L/C Advances and Alternative Currency Revolving
L/C Advances.




          “Revolving L/C Borrowings”  means the collective reference to
Dollar Revolving L/C Borrowings and Alternative Currency Revolving
L/C Borrowings.




          “Revolving L/C Credit Extensions”  means the collective
reference to the Dollar Revolving L/C Credit Extensions and the
Alternative Currency Revolving L/C Credit Extensions.




          “Revolving L/C Issuer”  means the collective reference to the
Dollar Revolving L/C Issuer and the Alternative Currency Revolving
L/C Issuer.




          “Revolving L/C Obligations”  means the collective reference to
the Dollar Revolving L/C Obligations and the Alternative Currency
Revolving L/C Obligations.




          “Revolving Letters of Credit”  means the collective reference
to Dollar Revolving Letters of Credit and Alternative Currency
Revolving Letters of Credit.




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




          “Same Day Funds”  means (a) with respect to disbursements and
payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in an Alternative Currency,
same day or other funds as may be determined by the Administrative
Agent to be customary in the place of disbursement or payment for
the settlement of international banking transactions in the
relevant Alternative Currency.




          “SEC”  means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal
functions.












 



64




          “Second Amended and Restated Credit Agreement”  has the meaning
specified in the preliminary statements to this Agreement.




          “Second Amendment and Restatement Effective Date”  has the
meaning specified in the Second Amended and Restated Credit
Agreement.




          “Second Lien Administrative Agent”  means Wells Fargo Bank,
National Association, acting through such of its branches or
affiliates as it deems appropriate, in its capacity as
administrative agent under the Second Lien Debt Documents or,
subsequent to any refinancing of the Second Lien Term Loans
permitted by this Agreement and the Intercreditor Agreement, the
trustee, administrative agent or similar agent under the Second
Lien Credit Agreement and each of their successors in such
capacities.




          “Second Lien Collateral Agent”  means Wells Fargo Bank,
National Association, acting through such of its branches or
affiliates as it deems appropriate, in its capacity as collateral
agent, collateral trustee or similar agent under any of the Second
Lien Debt Documents, or any successor collateral agent, collateral
trustee or similar agent.




          “Second Lien Collateral Documents”  has the meaning assigned to
the term “Collateral Documents”  in the Second Lien Credit
Agreement.




          “Second Lien Credit Agreement”  means that certain credit
agreement dated as of September 30, 2011, among the Loan Parties,
Wells Fargo Bank, National Association, acting through such of its
branches or affiliates as it deems appropriate, as administrative
agent and collateral agent for the Second Lien Secured Parties, as
amended, restated, supplemented or modified from time to time to
the extent permitted by this Agreement and the Intercreditor
Agreement, and shall also include any renewal, extension,
refunding, restructuring, replacement or refinancing thereof
permitted by this Agreement and the Intercreditor Agreement
(whether with the original lenders or with an administrative agent
or agents or other lenders, whether provided under the original
Second Lien Credit Agreement or any other credit or other agreement
or indenture and whether entered into prior to, concurrently with
or subsequent to the termination of the prior Second Lien Credit
Agreement). Any reference to the Second Lien Credit Agreement
herein shall be deemed a reference to any Second Lien Credit
Agreement then in existence.




          “Second Lien Debt Documents”  means each Second Lien Credit
Agreement, the Second Lien Collateral Documents and the other “Loan
Documents”  as defined in any Second Lien Credit Agreement,
including each mortgage and other security documents, guaranties
and the notes, if any, issued thereunder. For the avoidance of
doubt, any Indebtedness incurred or outstanding pursuant to Section
7.03(v) shall be deemed to have been incurred and outstanding under
the Second Lien Debt Documents.













 



65




          “Second Lien Secured Parties”  means the Second Lien
Administrative Agent, the Second Lien Collateral Agent and each
person that is a lender or investor under the Second Lien Credit
Agreement.




          “Second Lien Term Loans”  means the senior secured second lien
term loans under the Second Lien Credit Agreement (or any other
Indebtedness under the Second Lien Credit Agreement that refinances
such senior secured second lien term loans and is permitted by the
terms of this Agreement).




          “Second Lien Tranche A Term Loans”  means the “Tranche A Term
Loans”  as defined in the Second Lien Credit Agreement as of the
Fourth Amendment and Restatement Effective Date.




          “Second Lien Tranche B Term Loans”  means the “Tranche B Term
Loans”  as defined in the Second Lien Credit Agreement as of the
Fourth Amendment and Restatement Effective Date.




          “Secured Hedge Agreement”  means any Swap Contract permitted
under Section 7.03(f) that is entered into by and between any Loan
Party or any Restricted Subsidiary and any Hedge Bank.




          “Secured Parties”  means, collectively, the Administrative
Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash
Management Banks, the Supplemental Administrative Agent and each
co-agent or sub-agent appointed by the Administrative Agent from
time to time pursuant to Section 9.01(c).




          “Securities Act”  means the Securities Act of 1933.




          “Security Agreement”  means, collectively, the Security
Agreement executed by the Loan Parties, substantially in the form
of Exhibit G, together with each other security agreement
supplement executed and delivered pursuant to Section 6.11.




          “Security Agreement Supplement”  has the meaning specified in
the Security Agreement.




          “Senior Notes”  means, collectively, (a) $450,000,000 in
aggregate principal amount of the Borrower’s
97/8% senior dollar
fixed rate notes due 2014, (b) $150,000,000 in aggregate principal
amount of the Borrower’s dollar floating rate senior unsecured
notes due 2014 and (c) €235,000,000 in aggregate principal amount
of the Borrower’s euro floating rate senior unsecured notes due
2014.




          “Senior Notes Indenture”  means the Indenture for the Senior
Notes, dated as of August 23, 2006.




          “Senior Subordinated Notes”  means, collectively, (a)
$300,000,000 in aggregate principal amount of the Borrower’s
117/8%
senior subordinated notes due 2016













 



66



and (b)
€160,000,000 in aggregate principal amount of the
Borrower’s
107/8%
senioreuro fixed rate notes due 2016.




          “Senior Subordinated Notes Indenture”  means the Indenture for
the Senior Subordinated Notes, dated as of August 23, 2006.




          “Sold Entity or Business”  has the meaning specified in the
definition of the term “Consolidated EBITDA”.




          “Solvent”  and “Solvency”  mean, with respect to any Person on
any date of determination, that on such date (a) the fair value of
the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person, (b)
the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature and (d)
such Person is not engaged in business or a transaction, and is not
about to engage in business or a transaction, for which such
Person’s property would constitute an unreasonably small capital.
The amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability.




          “SPC”  has the meaning specified in Section 10.07(h).




          “Specified Default”  means any Event of Default under Section
8.01(a), (f) or (g).




          “Specified Transaction”  means any Investment, Disposition,
incurrence or repayment of Indebtedness, Restricted Payment or
Subsidiary designation that by the terms of this Agreement requires
“Pro Forma Compliance” with a test or covenant hereunder or
requires such test or covenant to be calculated on a “Pro Forma
Basis”.




          “Sponsor”  means The Blackstone Group and its Affiliates, but
not including, however, any of its portfolio companies.




          “Sponsor Management Agreement”  means the management agreement
between certain of the management companies associated with the
Sponsor and the Borrower.




          “Sponsor Termination Fees”  means the one time payment under
the Sponsor Management Agreement of a termination fee to the
Sponsor and its Affiliates in the event of either a Change of
Control or the completion of a Qualifying IPO.




          “Sterling”  and “£”  mean the lawful currency of the United Kingdom.




          “Subsidiary”  of a Person means a corporation, partnership,
joint venture, limited liability company or other business entity
of which a majority of the shares of













 



67



securities or other interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise specified, all references herein to a “Subsidiary”  or
to “Subsidiaries”  shall refer to a Subsidiary or Subsidiaries of Holdings.




          “Subsidiary Guarantor”  means, collectively, the Subsidiaries
of Holdings that are Guarantors.




          “Successor Borrower”  has the meaning specified in Section 7.04(d).




          “Supplemental Administrative Agent”  has the meaning specified
in Section 9.13, and “Supplemental Administrative Agents”  shall
have the corresponding meaning.




          “Swap Contract”  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 or options, bond or bond
price or bond index swaps or options or forward bond or forward bond
price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of
any of the foregoing (including any options to enter into any of the
foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of
any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement,
together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master
Agreement.




          “Swap Termination Value”  means, in respect of any one or more
Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a)
for any date on or after the date such Swap Contracts have been
closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).




          “Swing Line Borrowing”  means a borrowing of a Swing Line Loan
pursuant to Section 2.04.













 



68




          “Swing Line Facility”  means the revolving credit facility made
available by the Swing Line Lender pursuant to Section 2.04.




          “Swing Line Lender”  means UBS Loan Finance LLC, in its
capacity as provider of Swing Line Loans, or any successor swing
line lender hereunder.




          “Swing Line Loan”  has the meaning specified in Section 2.04(a).




          “Swing Line Loan Notice”  means a notice of a Swing Line
Borrowing pursuant to Section 2.04(b), which, if in writing, shall
be substantially in the form of Exhibit B.




          “Swing Line Obligations”  means, as at any date of
determination, the aggregate principal amount of all Swing Line
Loans outstanding.




          “Swing Line Sublimit”  means, at any time, an amount equal to
the lesser of (a) $20,000,000 and (b) the aggregate Dollar Amount
of the Dollar Revolving Credit Commitments at such time. The Swing
Line Sublimit is part of, and not in addition to, the Dollar
Revolving Credit Commitments.




          “Syndication Agent”  means Credit Suisse Securities (USA), LLC,
as Syndication Agent under this Agreement.




          “Synthetic L/C Commitment”  means an Extended Synthetic L/C
Commitment or a Non-Extended Synthetic L/C Commitment.




          “Synthetic L/C Credit Extension”  means, with respect to any
Synthetic L/C Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the renewal or increase of the
amount thereof.




          “Synthetic L/C Exposure”  means the collective reference to the
Extended Synthetic L/C Exposure and the Non-Extended Synthetic L/C
Exposure.




          “Synthetic L/C Exposure Readjustment Date”  has the meaning
specified in Section 2.03(a)(ii).




          “Synthetic L/C Facilities”  means the collective reference to
the Extended Synthetic L/C Facility and the Non-Extended Synthetic
L/C Facility.




          “Synthetic L/C Issuer”  means UBS AG, Stamford Branch and its
successors (including pursuant to Section 10.07(j)).




          “Synthetic L/C Lender”  means an Extended Synthetic L/C Lender
or a Non-Extended Synthetic L/C Lender.




          “Synthetic L/C Letter of Credit”  means a Letter of Credit
denominated in Dollars that is designated, or deemed to be
designated, as a “Synthetic L/C Letter of Credit” in accordance
herewith.













 



69




          “Synthetic L/C Loan”  means a Non-Extended Synthetic L/C Loan.




          “Synthetic L/C Obligations”  means, as at any date of
determination, the aggregate maximum amount then available to be
drawn under all outstanding Synthetic L/C Letters of Credit (whether
or not such maximum amount is then in effect under any such
Synthetic L/C Letter of Credit if such maximum amount increases
periodically pursuant to the terms of such Synthetic L/C Letter of
Credit) plus the aggregate of all Unreimbursed Amounts in respect of
Synthetic L/C Letters of Credit.




          “Target”  means Travelport LLC (formerly known as Cendant
Travel Distribution Services Group, Inc.), a Delaware corporation
and an indirect wholly owned subsidiary of Cendant Corporation.




          “TARGET Day”  means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET)
payment system (or, if such payment system ceases to be operative,
such other payment system (if any) determined by the Administrative
Agent to be a suitable replacement) is open for the settlement of
payments in Euro.




          “Taxes”  has the meaning specified in Section 3.01(a).




          “TDS Intermediate Parent”  has the meaning specified in the
introductory paragraph to this Agreement.




          “Term Borrowing”  means a borrowing consisting of Term Loans of
the same Class and Type and, in the case of Eurocurrency Rate
Loans, having the same Interest Period.




          “Term Lender”  means a Tranche B Dollar Term Lender or a Euro
Term Lender, as the context may require.




          “Term Loan”  means a Tranche B Dollar Term Loan, a Euro Term
Loan or a Tranche S Term Loan, as the context may require.




          “Test Period”  in effect at any time shall mean the most recent
period of four consecutive fiscal quarters of Holdings ended on or
prior to such time (taken as one accounting period) in respect of
which financial statements for each quarter or fiscal year in such
period have been or are required to be delivered pursuant to Section
6.01(a) or (b); provided that, prior to the first date that
financial statements have been or are required to be delivered
pursuant to Section 6.01(a) or (b), the Test Period in effect shall
be the period of four consecutive fiscal quarters of the Target
ended June 30, 2006. A Test Period may be designated by reference to
the last day thereof (i.e., the “March 31, 2007 Test Period”  refers
to the period of four consecutive fiscal quarters of Holdings ended
March 31, 2007), and a Test Period shall be deemed to end on the
last day thereof.




          “Third Amendment and Restatement Agreement”  means the Third
Amendment and Restatement Agreement dated as of October 22, 2010,
among the Borrower, Holdings, Intermediate Parent, the
Administrative Agent, the Collateral Agent,













 



70



the L/C Issuers, the Swing Line Lender, the Syndication Agent and the other
Lenders party thereto.




          “Third Amendment and Restatement Effective Date”  has the
meaning specified in the Third Amendment and Restatement Agreement.




          “Third Mortgage Amendment”  has the meaning specified in
Section 6.17.




          “Threshold Amount”  means $36,250,000.




          “Total Assets”  means the total assets of the Borrower, Holdings
and Holdings’ Restricted Subsidiaries on a consolidated basis, as
shown on the most recent balance sheet of Holdings delivered
pursuant to Section 6.01(a) or (b) or, for the period prior to the
time any such statements are so delivered pursuant to Section
6.01(a) or (b), the Unaudited Financial Statements.




          “Total Leverage Ratio”  means, with respect to any Test Period,
the ratio of (a) Consolidated Total Debt as of the last day of such
Test Period to (b) Consolidated EBITDA for such Test Period.




          “Total Outstandings”  means the aggregate Outstanding Amount of
all Loans and all L/C Obligations; provided that the amount of Total
Outstandings in respect of the Extended Synthetic L/C Facility, and
the portion of Total Outstandings held by any Extended Synthetic L/C
Lender, shall be determined solely on the basis of the Tranche S
Term Loans, without duplicative inclusion of the Extended Synthetic
L/C Exposures.




          “Tranche A Intercompany Note”  means that certain subordinated
promissory note, dated as of the Fourth Amendment and Restatement
Effective Date made by Holdings to the Borrower in an amount equal
to the initial aggregate principal amount of the Second Lien
Tranche A Term Loans made on the Fourth Amendment and Restatement
Effective Date, which shall be in form and substance reasonably
satisfactory to the Administrative Agent.




          “Tranche B Dollar Term Commitment”  has the meaning specified
in the Second Amended and Restated Credit Agreement.




          “Tranche B Dollar Term Lender”  means an Extended Tranche B
Dollar Term Lender or a Non-Extended Tranche B Dollar Term Lender.




          “Tranche B Dollar Term Loan”  means an Extended Tranche B
Dollar Term Loan or a Non-Extended Tranche B Dollar Term Loan.




          “Tranche B Intercompany Note”  means that certain subordinated
promissory note, dated as of the Fourth Amendment and Restatement
Effective Date made by Holdings to the Borrower in an amount equal
to the initial aggregate principal amount of the Second Lien
Tranche B Term Loans made on the Fourth Amendment and













 



71



Restatement Effective Date, which shall be in form and substance reasonably
satisfactory to the Administrative Agent.




          “Tranche S Collateral Account”  means the “Account” as defined
in the Tranche S Collateral Account Agreement, which as of the
Third Amendment and Restatement Date is a blocked account
maintained at the Synthetic L/C Issuer under its sole dominion and
control that was initially funded with the proceeds of the Tranche
S Term Loans on the Third Amendment and Restatement Effective Date
pursuant to Section 4(a)(ii) of the Third Amendment and Restatement
Agreement.




          “Tranche S Collateral Account Agreement”  means the Tranche S
Collateral Account Agreement dated as of the Third Amendment and
Restatement Effective Date.




          “Tranche S Collateral Account Amount”  means, at any time, the
amount of proceeds of the Tranche S Term Loans deposited in the
Tranche S Collateral Account on the Third Amendment and Restatement
Effective Date, less any portion thereof withdrawn therefrom
pursuant to Section 2.03(c)(viii) or Section 2.06(d)(iii) as of
such time, plus any amounts deposited thereto pursuant to Section
2.03(c)(viii) or 2.05(a)(v) as of such time.




          “Tranche S Term Loan”  means a Tranche S Term Loan that was
funded on the Third Amendment and Restatement Effective Date
pursuant to Section 4(a) of the Third Amendment and Restatement
Agreement.




          “Transaction”  means the Original Closing Date Transactions and
the Worldspan Transactions.




          “Travelport Holdings”  means Travelport Holdings Limited, a
Bermuda company.




          “Travelport Guarantor”  means Travelport Guarantor LLC, a
Delaware limited liability company, which is a direct wholly owned
Subsidiary of Holdings.




          “Type”  means, with respect to a Loan denominated in Dollars,
its character as a Base Rate Loan or a Eurocurrency Rate Loan.




          “UBS AG, Stamford Branch”  means UBS AG, Stamford Branch, and
its successors.




          “Unaudited Financial Statements”  means the Original Closing
Date Unaudited Financial Statements and the Worldspan Closing Date
Unaudited Financial Statements.




          “Uniform Commercial Code”  or “UCC”  means the Uniform
Commercial Code, as the same may from time to time be in effect in
the State of New York, or the Uniform Commercial Code (or similar
code or statute) of another jurisdiction, to the extent it may be
required to apply to any item or items of Collateral.













 



72




          “United EBITDA”  means (i) for each fiscal quarter ending on or
prior to March 31, 2012, $60,000,000, (ii) for the fiscal quarter
ending June 30, 2012, $45,000,000, (iii) for the fiscal quarter
ending September 30, 2012, $30,000,000, (iv) for the fiscal quarter
ending December 31, 2012, $15,000,000 and (v) for any subsequent
fiscal quarter, $0.




          “United States”  and “U.S.”  mean the United States of America.




          “Unreimbursed Amount”  has the meaning specified in Section
2.03(c)(i). Unreimbursed Amount in respect of any Revolving Letter
of Credit shall be reduced to the extent any portion thereof is
refinanced with Revolving Credit Loans as provided in Section
2.03(c). Unreimbursed Amount in respect of any Synthetic L/C Letter
of Credit shall be reduced to the extent any portion thereof (a) is
refinanced with Non-Extended Synthetic L/C Loans as provided in
Section 2.03(c)(viii) or (b) is reimbursed with funds withdrawn
from the Tranche S Collateral Account as provided in Section
2.03(c)(viii) but only (except as such term is used in the
definition of “Consolidated Total Debt”  herein or in the definition
of “Required Collateral Amount”  in the Tranche S Collateral Account
Agreement) to the extent the corresponding withdrawal from the
Credit-Linked Deposits shall have resulted in Non-Extended
Synthetic L/C Loans pursuant to Section 2.03(c)(viii).




          “Unrestricted Subsidiary”  means (a) each Subsidiary of
Holdings listed on Schedule 1.01C and (b) any Subsidiary of
Holdings designated by the board of directors of Holdings as an
Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the
Original Closing Date, and any Subsidiary of such Subsidiary.




          “Unused Synthetic L/C Commitments”  means, at any time, the
Aggregate Non-Extended Synthetic L/C Commitments at such time, less
the Outstanding Amount of the Non-Extended Synthetic L/C Loans at
such time and the aggregate amount of the Synthetic L/C Obligations
allocated to the Non-Extended Synthetic L/C Lenders at such time.




          “U.S. Lender”  has the meaning specified in Section 10.15(b).




          “Weighted Average Life to Maturity”  means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:
(a) the sum of the products obtained by multiplying (i) the amount
of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final
maturity, in respect thereof, by (ii) the number of years
(calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment by (b) the then outstanding
principal amount of such Indebtedness.




          “wholly owned”  means, with respect to a Subsidiary of a
Person, a Subsidiary of such Person all of the outstanding Equity
Interests of which (other than (a) directors’ qualifying shares and
(b) shares issued to foreign nationals to the extent required by
applicable Law) are owned by such Person and/or by one or more
wholly owned Subsidiaries of such Person.













 



73




          “Worldspan”  means Worldspan Technologies Inc.




          “Worldspan Acquisition”  has the meaning specified in the
Second Amended and Restated Credit Agreement.




          “Worldspan Closing Date”  has the meaning specified in the
Second Amended and Restated Credit Agreement.




          “Worldspan Closing Date Audited Financial Statements”  means (a)
the audited combined balance sheets of the Travelport business of
Cendant Corporation as of each of December 31, 2006, 2005 and 2004,
and the related audited consolidated statements of income,
stockholders’ equity and cash flows for the Travelport business of
Cendant Corporation for the fiscal years ended December 31, 2006,
2005 and 2004, respectively, and (b) the audited consolidated
balance sheets of Worldspan and its Subsidiaries as of each of
December 31, 2006, 2005 and 2004, and the related audited
consolidated statements of income and cash flows for Worldspan and
its Subsidiaries for the fiscal years ended December 31, 2006, 2005
and 2004, respectively.




          “Worldspan Closing Date Pro Forma Balance Sheet”  has the
meaning specified in Section 5.05(a)(iii).




          “Worldspan Closing Date Unaudited Financial Statements”  has
the meaning specified in the Second Amended and Restated Credit
Agreement.




          “Worldspan Merger Agreement”  has the meaning specified in the
Second Amended and Restated Credit Agreement.




          “Worldspan Transactions”  has the meaning specified in the
Second Amended and Restated Credit Agreement.




          “Yield Differential”  has the meaning specified in the
definition of the term “Permitted Refinancing Indebtedness”.





          SECTION 1.02. Other Interpretive Provisions.
With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or
in such other Loan Document:



          (a) The meanings of defined terms are equally applicable to
the singular and plural forms of the defined terms.




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





          (ii) Article, Section, Exhibit and Schedule references
are to the Loan Document in which such reference appears.




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









 



74



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



          (c) In the computation of periods of time from a specified
date to a later specified date, 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 headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect
the interpretation of this Agreement or any other Loan Document.





          SECTION 1.03. Accounting Terms.



          (a) All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP, applied in a manner consistent
with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.




          (b) Notwithstanding anything to the contrary herein, for
purposes of determining compliance with any test or covenant
contained in this Agreement with respect to any period during which
any Specified Transaction occurs, the Total Leverage Ratio and the
First Lien Leverage Ratio shall be calculated with respect to such
period and such Specified Transaction on a Pro Forma Basis.





          SECTION 1.04. Rounding. Any financial ratios
required to be maintained by the Borrower pursuant
to this Agreement (or required to be satisfied in
order for a specific action to be permitted under
this Agreement) shall be calculated by dividing the
appropriate component by the other component,
carrying the result to one place more than the
number of places by which such ratio is expressed
herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no
nearest number).




          SECTION 1.05. References to Agreements, Laws,
Etc. Unless otherwise expressly provided herein,
(a) references to Organization Documents,
agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include
all subsequent amendments, restatements,
extensions, supplements and other modifications
thereto, but only to the extent that such
amendments, restatements, extensions, supplements
and other modifications are permitted by any Loan
Document; and (b) references to any Law shall
include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing
or interpreting such Law.









 



75



          SECTION 1.06. Times of Day. Unless otherwise
specified, all references herein to times of day
shall be references to Eastern time (daylight or
standard, as applicable).




          SECTION 1.07. Timing of Payment or
Performance. When the payment of any obligation or
the performance of any covenant, duty or obligation
is stated to be due or performance required on a
day which is not a Business Day, the date of such
payment (other than as described in the definition
of Interest Period) or performance shall extend to
the immediately succeeding Business Day.




          SECTION 1.08. Currency Equivalents Generally.



          (a) Any amount specified in this Agreement (other than in
Articles II, IX and X or as set forth in paragraph (b) of this
Section) or any of the other Loan Documents to be in Dollars shall
also include the equivalent of such amount in any currency other
than Dollars, such equivalent amount to be determined at the rate
of exchange quoted by the Reuters World Currency Page for the
applicable currency at 11:00 a.m. (London time) on such day (or, in
the event such rate does not appear on any Reuters World Currency
Page, by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower, or, in the absence of such
agreement, such rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market
where its foreign currency exchange operations in respect of such
currency are then being conducted, at or about 10:00 a.m. (New York
City time) on such date for the purchase of Dollars for delivery
two Business Days later); provided that the determination of any
Dollar Amount shall be made in accordance with Section 2.15.
Notwithstanding the foregoing, for purposes of determining
compliance with Sections 7.01, 7.02 and 7.03 with respect to any
amount of Indebtedness or Investment in a currency other than
Dollars, no Default shall be deemed to have occurred solely as a
result of changes in rates of exchange occurring after the time
such Indebtedness or Investment is incurred; provided that, for the
avoidance of doubt, the foregoing provisions of this Section 1.08
shall otherwise apply to such Sections, including with respect to
determining whether any Indebtedness or Investment may be incurred
at any time under such Sections.




          (b) For purposes of determining compliance under Sections 7.02,
7.05, 7.06, 7.12 and 7.13, any amount in a currency other than
Dollars will be converted to Dollars based on the average Exchange
Rate for such currency for the most recent twelve-month period
immediately prior to the date of determination determined in a
manner consistent with that used in calculating EBITDA for the
applicable period. For purposes of determining compliance with
Section 7.11, the Borrower shall determine the Dollar Amount of each
Loan denominated in an Alternative Currency after taking into
account any net obligations under any Swap Contract relating to such
Loan.













 



76




ARTICLE II




The Commitments and Credit Extensions 




SECTION 2.01. The Loans.



          (a) The Tranche B Dollar Term Borrowings. The Borrower and the
Tranche B Dollar Term Lenders (i) acknowledge (A) the making of the
Existing Tranche B Dollar Term Loans under the Original Credit
Agreement or, in the case of the Existing Tranche B Dollar Term
Loans that constitute Delayed Draw Term Loans, the Second Amended
and Restated Credit Agreement and (B) the conversion and
redesignation of Existing Tranche B Dollar Term Loans into Extended
Tranche B Dollar Term Loans or Non-Extended Tranche B Dollar Term
Loans, as applicable, under the Third Amended and Restated Credit
Agreement and (ii) agree that, to the extent outstanding on the
Fourth Amendment and Restatement Effective Date, the Extended
Tranche B Dollar Term Loans and the Non-Extended Tranche B Dollar
Term Loans shall continue to be outstanding as Extended Tranche B
Dollar Term Loans and Non-Extended Tranche B Dollar Term Loans, as
the case may be, pursuant to the terms and conditions of this
Agreement and the other Loan Documents. Amounts repaid or prepaid
in respect of the Tranche B Dollar Term Loans may not be
reborrowed. Tranche B Dollar Term Loans may be Base Rate Loans or
Eurocurrency Rate Loans, as further provided herein.




          (b) The Euro Term Borrowings. The Borrower and the Euro Term
Lenders (i) acknowledge (A) the making of the Existing Euro Term
Loans under the Original Credit Agreement and (B) the conversion
and redesignation of Existing Euro Term Loans into Extended Euro
Term Loans or Non-Extended Euro Term Loans, as applicable, under
the Third Amended and Restated Credit Agreement and (ii) agree
that, to the extent outstanding on the Fourth Amendment and
Restatement Effective Date, the Extended Euro Term Loans and the
Non-Extended Euro Term Loans shall continue to be outstanding as
Extended Euro Term Loans and Non-Extended Euro Term Loans, as the
case may be, pursuant to the terms and conditions of this Agreement
and the other Loan Documents. Amounts repaid or prepaid in respect
of the Euro Term Loans may not be reborrowed. Euro Term Loans must
be Eurocurrency Rate Loans, as further provided herein.




          (c) The Revolving Credit Borrowings. Subject to the terms and
conditions set forth herein, (i) each Dollar Revolving Credit
Lender severally agrees to make loans denominated in Dollars to the
Borrower as elected by the Borrower pursuant to Section
2.02 (each such loan, a “Dollar Revolving Credit Loan”) from time to time, on any
Business Day until the Maturity Date with respect to its Dollar Revolving Credit
Commitment, in an aggregate Dollar Amount not to exceed at any time outstanding
the amount of such Lender’s Dollar Revolving Credit Commitment; provided that
after giving effect to any Dollar Revolving Credit Borrowing, the aggregate
Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such
Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its
Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar
Revolving Credit Commitments) of the Outstanding Amount of all Dollar Revolving
L/C Obligations, plus












 



77



such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of
its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar
Revolving Credit Commitments) of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Dollar Revolving Credit Commitment; and (ii) each
Alternative Currency Revolving Credit Lender severally agrees to make loans
denominated in an Alternative Currency to the Borrower as elected by the
Borrower pursuant to Section 2.02 (each such loan, an “Alternative Currency
Revolving Credit Loan”) from time to time, on any Business Day until the
Maturity Date with respect to its Alternative Currency Revolving Credit
Commitment, in an aggregate Dollar Amount not to exceed at any time outstanding
the amount of such Lender’s Alternative Currency Revolving Credit Commitment;
provided that after giving effect to any Alternative Currency Revolving Credit
Borrowing, the aggregate Outstanding Amount of the Alternative Currency
Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share
(determined on the basis of the aggregate amount of its Alternative Currency
Revolving Credit Commitment as a percentage of the Aggregate Alternative
Currency Revolving Credit Commitments) of the Outstanding Amount of all
Alternative Currency Revolving L/C Obligations, shall not exceed such Lender’s
Alternative Currency Revolving Credit Commitment. Within the limits of each
Lender’s Revolving Credit Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay
under Section 2.05, and reborrow under this Section 2.01(c). Dollar Revolving
Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further
provided herein, and Alternative Currency Revolving Credit Loans must be
Eurocurrency Rate Loans, as further provided herein. For the avoidance of doubt,
all Revolving Credit Loans under the Dollar Revolving Credit Facility and the
Alternative Currency Revolving Credit Facility will be made by all Dollar
Revolving Credit Lenders or Alternative Currency Revolving Lenders (in each case
including both Non-Extended Revolving Credit Lenders and Extended Revolving
Credit Lenders), as applicable, in accordance with their Pro Rata Shares
(determined, in the case of any Lender, on the basis of the aggregate amount of
its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar
Revolving Credit Commitments or on the basis of the aggregate amount of its
Alternative Currency Revolving Credit Commitment as a percentage of the
Aggregate Alternative Currency Revolving Credit Commitments, as the case may
be), until the Maturity Date with respect to the Non-Extended Revolving Credit
Commitments; thereafter all Revolving Credit Loans under the Dollar Revolving
Credit Facility and the Alternative Currency Revolving Credit Facility will be
made by all Extended Dollar Revolving Credit Lenders or Extended Alternative
Currency Revolving Lenders, as applicable, in accordance with their Pro Rata
Shares.




          (d) Credit-Linked Deposits and Tranche S Term Loans.





          (i) Each Original Post-First Amendment and Restatement
Synthetic L/C Lender and each New Post-First Amendment and
Restatement Synthetic L/C Lender has remitted to the
Administrative Agent prior to the Third Amendment and
Restatement Effective Date an amount in Dollars equal to
such Lender’s Original Post-First Amendment and Restatement
Synthetic L/C Commitment or such Lender’s New Post-First
Amendment and Restatement Synthetic L/C Commitment, as
applicable, in each case as its “Credit-Linked









 



78



Deposit”. The Administrative Agent deposited all such amounts received by
it into the Credit-Linked Deposit Account.




          (ii) On the Third Amendment and Restatement Effective
Date, pursuant to Section 4(a)(ii) of the Third Amendment and
Restatement Agreement, a portion of each Extended Synthetic
L/C Lender’s Existing Credit-Linked Deposit equal to its
Extended Synthetic L/C Commitment was withdrawn from the
Credit-Linked Deposit Account and applied to fund such
Lender’s Tranche S Term Loan, and the proceeds of the Tranche
S Term Loans were deposited in the Tranche S Collateral
Account. Amounts repaid or prepaid in respect of the Tranche
S Term Loans may not be reborrowed. Tranche S Term Loans may
be Base Rate Loans or Eurocurrency Rate Loans, as further
provided herein.




          (iii) Each Non-Extended Synthetic L/C Lender irrevocably and unconditionally
agrees that its Credit-Linked Deposit shall be available (A) to pay to the Synthetic
L/C Issuer such Lender’s Non-Extended Synthetic L/C Pro Rata Share Amount in respect
of any Unreimbursed Amount under any Synthetic L/C Letter of Credit that is not
reimbursed by the Borrower and (B) to fund such Lender’s Non-Extended Synthetic L/C
Loans, in each case, pursuant to Section 2.03(c). Non-Extended Synthetic L/C Loans may
be prepaid without reducing the Non-Extended Synthetic L/C Commitments.




          (iv) No Person (other than the Administrative Agent) shall have the right to make
any withdrawal from the Credit-Linked Deposit Account or to exercise any other right
or power with respect thereto. Each Non-Extended Synthetic L/C Lender agrees that its
right, title and interest in and to the Credit-Linked Deposit Account shall be limited
to the right to require its Credit-Linked Deposit to be applied as provided in Section
2.03(c) and that it will have no right to require the return of its Credit-Linked
Deposit other than as expressly provided in Section 2.06. Each Non-Extended Synthetic
L/C Lender hereby acknowledges that (i) its Credit-Linked Deposit constitutes payment
for its participations in Synthetic L/C Letters of Credit issued, deemed issued or to
be issued hereunder, (ii) its Credit-Linked Deposit and any investments made therewith
shall secure its obligations to the Synthetic L/C Issuer hereunder (and each
Non-Extended Synthetic L/C Lender hereby grants to the Administrative Agent, for the
benefit of the Synthetic L/C Issuer, a security interest in its Credit-Linked Deposit
and all of its rights in the Credit-Linked Deposit Account to secure its obligations
under Section 2.01(d) and agrees that the Administrative Agent, as holder of the
Credit-Linked Deposits and any investments made therewith, will be acting as
collateral agent for the Synthetic L/C Issuer) and (iii) the Synthetic L/C Issuer will
be issuing, amending, renewing and extending Synthetic L/C Letters of Credit in
reliance on the availability of such Lender’s Credit-Linked Deposit to discharge such
Lender’s obligations in connection with any Unreimbursed Amount in respect thereof in
accordance with Section 2.03(c). The Synthetic L/C Issuer hereby appoints the
Administrative Agent as its collateral agent for the purpose of holding the
Credit-Linked Deposits, any investments made therewith and the Credit-Linked Deposit
Account. The Administrative Agent hereby grants a









 



79



security interest to the Synthetic L/C Issuer in all of its rights, title
and interest to the Credit-Linked Deposit Account. The funding of the
Credit-Linked Deposits and the agreements with respect thereto set forth
in this Agreement constitute arrangements among the Administrative Agent,
the Synthetic L/C Issuer and the Non-Extended Synthetic L/C Lenders with
respect to the funding obligations of such Lenders under this Agreement,
and the Credit-Linked Deposits do not constitute assets of, or loans or
extensions of credit to, any Loan Party. Without limiting the generality
of the foregoing, each party hereto acknowledges and agrees that the
Credit-Linked Deposits are and at all times will continue to be property
of the Non-Extended Synthetic L/C Lenders, and that no amount on deposit
at any time in the Credit-Linked Deposit Account shall be the property of
any Loan Party, constitute “Collateral”  under the Loan Documents or
otherwise be available in any manner to satisfy any Obligations of any
Loan Party under the Loan Documents.




          (v) No Person (other than the Synthetic L/C Issuer)
shall have the right to make any withdrawal from the Tranche
S Collateral Account or to exercise any other right or power
with respect thereto. Each party hereto hereby consents to
the terms and performance of the Tranche S Collateral
Account Agreement.




          (vi) Each Lender hereby acknowledges that (A) pursuant
to the Tranche S Collateral Account Agreement the Borrower
has granted to the Synthetic L/C Issuer a first priority
perfected Lien on the Tranche S Collateral Account, the
funds credited thereto and the proceeds thereof to secure
the Borrower’s obligations in respect of the Synthetic L/C
Letters of Credit, which Lien inures to the sole benefit of
the Synthetic L/C Issuer in its capacity as the Synthetic
L/C Issuer (and not in its capacities as the Administrative
Agent or the Collateral Agent), (B) no Lien created under
the Collateral Documents on the Tranche S Collateral
Account, the funds credited thereto or the proceeds thereof
will be perfected as a result of the Tranche S Collateral
Account Agreement or any agreements of the Borrower set
forth therein and (C) any Liens created under the Collateral
Documents on the Tranche S Collateral Account, the funds
credited thereto or the proceeds thereof that are
unperfected are effectively subordinated to the Lien thereon
for the benefit of the Synthetic L/C Issuer created under
the Tranche S Collateral Account Agreement to the extent
such Lien is perfected.




SECTION 2.02.Borrowings, Conversions and
Continuations of Loans.



          (a) Each Term Borrowing, each Revolving Credit Borrowing, each
conversion of Term Loans, Revolving Credit Loans or Non-Extended
Synthetic L/C Loans from one Type to the other, and each
continuation of Eurocurrency Rate Loans shall be made upon the
Borrower’s irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 12:00 p.m. (New York, New York
time or London, England time in the case of any Borrowing
denominated in an Alternative Currency) (i) three (3) Business













 



80



Days prior to the requested date of any Borrowing or continuation of Eurocurrency
Rate Loans denominated in Dollars or any conversion of Base Rate Loans to
Eurocurrency Rate Loans denominated in Dollars, (ii) four (4) Business Days prior
to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans
denominated in an Alternative Currency, and (iii) one (1) Business Day before the
requested date of any Borrowing of or conversion to Base Rate Loans. Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written Committed
Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of (x) $2,500,000 or a whole multiple of
$500,000 in excess thereof in the case of Tranche B Dollar Term Loans and Tranche
S Term Loans, (y) €2,500,000 or a whole multiple of €500,000 in excess thereof in
the case of Euro Term Loans or Alternative Currency Revolving Credit Loans
denominated in Euros or (z) £2,500,000 or a whole multiple of £500,000 in excess
thereof in the case of Alternative Currency Revolving Credit Loans denominated in
Sterling. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a
Term Borrowing, a Dollar Revolving Credit Borrowing, an Alternative Currency
Revolving Credit Borrowing, a conversion of Tranche B Dollar Term Loans, Tranche
S Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans from one
Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount and Class of Loans to
be borrowed, converted or continued, (iv) the currency in which the Loans to be
borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which
existing Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans
are to be converted, and (vi) if applicable, the duration of the Interest Period
with respect thereto. If with respect to Loans denominated in Dollars the
Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to
give a timely notice requesting a conversion or continuation, then the applicable
Term Loans, Revolving Credit Loans or Non-Extended Synthetic L/C Loans shall be
made as, or converted to, Base Rate Loans. Any such automatic conversion to Base
Rate Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest Period
(or fails to give a timely notice requesting a continuation of Eurocurrency Rate
Loans denominated in an Alternative Currency), it will be deemed to have
specified an Interest Period of one (1) month. If no currency is specified, the
requested Borrowing shall be in Dollars.




          (b) Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the
amount of its Pro Rata Share of the applicable Borrowing, and if no
timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the
details of any automatic conversion to Base Rate Loans or
continuation described in Section 2.02(a). In the case of each
Borrowing, each Appropriate Lender shall make the amount of its
Loan













 



81



available to the Administrative Agent in Same Day Funds at the Administrative
Agent’s Office for the applicable currency not later than 1:00 p.m., in the case
of any Loan denominated in Dollars, and not later than 1:00 p.m. (London time),
in the case of any Loan denominated in an Alternative Currency, in each case on
the Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.03, the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting the
account of the Borrower on the books of UBS AG, Stamford Branch with the amount
of such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided that if, on the date the Committed Loan Notice
with respect to such Borrowing is given by the Borrower, there are Swing Line
Loans or Revolving L/C Borrowings outstanding, then the proceeds of such
Borrowing shall be applied, first, to the payment in full of any such Revolving
L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and
third, to the Borrower as provided above. The provisions of this paragraph shall
not apply to (i) Non-Extended Synthetic L/C Loans, which shall be made and
applied as set forth in Section 2.03(c), (ii) Revolving Credit Loans deemed
requested and made as set forth in Section 2.03(c) or 2.04(c) or (iii) Tranche S
Term Loans, which were made pursuant to Section 4(a) of the Third Amendment and
Restatement Agreement.




          (c) Except as otherwise provided herein, a Eurocurrency Rate
Loan may be continued or converted only on the last day of an
Interest Period for such Eurocurrency Rate Loan unless the Borrower
pays the amount due, if any, under Section
3.05 in connection therewith. During the existence of an Event of Default, the
Administrative Agent or the Required Lenders may require that no Loans may be
converted to or continued as Eurocurrency Rate Loans.




          (d) The Administrative Agent shall promptly notify the
Borrower and the Lenders of the interest rate applicable to any
Interest Period for Eurocurrency Rate Loans upon determination of
such interest rate. The determination of the Eurocurrency Rate by
the Administrative Agent shall be conclusive in the absence of
manifest error. At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify the Borrower and the Lenders
of any change in the UBS AG, Stamford Branch prime rate used in
determining the Base Rate promptly following the public
announcement of such change.




          (e) After giving effect to all Term Borrowings, all Revolving
Credit Borrowings, all conversions of Term Loans, Revolving Credit
Loans or Non-Extended Synthetic L/C Loans from one Type to the
other, and all continuations of Term Loans, Revolving Credit Loans
or Non-Extended Synthetic L/C Loans as the same Type, there shall
not be more than fifteen (15) Interest Periods in effect.




          (f) The failure of any Lender to make the Loan to be made by
it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Loan on the date of
such Borrowing, but no Lender shall be responsible for the













 



82



failure of any other Lender to make the Loan to be made by such other Lender on
the date of any Borrowing.




          (g) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s
portion of such Borrowing, the Administrative Agent may, with the
Borrower’s consent, assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing
in accordance with paragraph (b) above, and the Administrative
Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If the Administrative
Agent shall have so made funds available, then, to the extent that
such Lender shall not have made such portion available to the
Administrative Agent, each of such Lender and the Borrower
severally agrees to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. A
certificate of the Administrative Agent submitted to any Lender
with respect to any amounts owing under this Section 2.02(g) shall
be conclusive in the absence of manifest error. If such Lender’s
portion of such Borrowing is not made available to the
Administrative Agent by such Lender within three Business Days
after the date of such Borrowing, the Administrative Agent shall
also be entitled to recover such amount with interest thereon
accruing from the date on which the Administrative Agent made the
funds available to the Borrower at the rate per annum applicable to
ABR Loans under the relevant Facility (except in the case of any
Euro Term Loans, in which case such amount shall bear interest at
the rate applicable to Eurocurrency Rate Loans under the relevant
Facility), on demand, from the Borrower. If such Lender shall repay
to the Administrative Agent such corresponding amount, such amount
shall constitute such Lender’s Loan as part of such Borrowing for
purposes of this Agreement, and the Borrower’s obligation to repay
the Administrative Agent such corresponding amount pursuant to this
Section 2.02(g) shall cease.





SECTION 2.03. Letters of Credit.



          (a) The Letter of Credit Commitments.





          (i) On and after the Original Closing Date, the Existing
Letters of Credit will constitute Letters of Credit under
this Agreement and for purposes hereof will be deemed to have
been issued on the Original Closing Date or the Worldspan
Closing Date, as applicable.




          (ii) Subject to the terms and conditions set forth
herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in
reliance upon the agreements of the other Dollar Revolving
Credit Lenders set forth in this Section 2.03, (x) from time
to time on any Business Day during the period from the
Original Closing Date









 



83



until the Letter of Credit Expiration Date applicable to Dollar Revolving
Letters of Credit, to issue Dollar Revolving Letters of Credit for the
account of the Borrower (provided that any Dollar Revolving Letter of
Credit may be for the benefit of any Subsidiary of the Borrower) and to
amend or renew Dollar Revolving Letters of Credit previously issued by it,
in accordance with Section 2.03(b), and (y) to honor drafts under the
Dollar Revolving Letters of Credit and (2) the Dollar Revolving Credit
Lenders severally agree to participate in Dollar Revolving Letters of
Credit issued pursuant to this Section 2.03, (B)(1) each Alternative
Currency Revolving L/C Issuer agrees, in reliance upon the agreements of
the other Alternative Currency Revolving Credit Lenders set forth in this
Section 2.03, (x) from time to time on any Business Day during the period
from the Original Closing Date until the Letter of Credit Expiration Date
applicable to Alternative Currency Revolving Letters of Credit, to issue
Alternative Currency Revolving Letters of Credit denominated in an
Alternative Currency for the account of the Borrower (provided that any
Alternative Currency Revolving Letter of Credit may be for the benefit of
any Subsidiary of the Borrower) and to amend or renew Alternative Currency
Revolving Letters of Credit previously issued by it, in accordance with
Section 2.03(b), and (y) to honor drafts under the Alternative Currency
Revolving Letters of Credit and (2) the Alternative Currency Revolving
Credit Lenders severally agree to participate in Alternative Currency
Revolving Letters of Credit issued pursuant to this Section 2.03 and
(C)(1) the Synthetic L/C Issuer agrees, in reliance upon the agreements of
the Synthetic L/C Lenders and the Borrower set forth in this Section 2.03,
(x) from time to time on any Business Day during the period from the First
Amendment and Restatement Effective Date until the Letter of Credit
Expiration Date applicable to Letters of Credit issued under the Synthetic
L/C Facilities, to issue Synthetic L/C Letters of Credit for the account
of the Borrower (provided that any Synthetic L/C Letter of Credit may be
for the benefit of any Subsidiary) and to amend or renew Synthetic L/C
Letters of Credit previously issued by it, in accordance with Section
2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of Credit
and (2) the Synthetic L/C Lenders severally agree to participate in
Synthetic L/C Letters of Credit issued pursuant to this Section 2.03;
provided that no L/C Issuer shall be obligated to make any L/C Credit
Extension with respect to any Letter of Credit, and no Lender shall be
obligated to participate in any Letter of Credit, if as of the date of
such L/C Credit Extension (and after giving effect to such L/C Credit
Extension) (I) in the case of the Revolving Letters of Credit, (v) the
Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s
Dollar Revolving Credit Commitment, (w) the Alternative Currency Revolving
Credit Exposure of any Lender would exceed such Lender’s Alternative
Currency Revolving Credit Commitment, (x) the Outstanding Amount of the
Dollar Revolving L/C Obligations would exceed the Dollar Revolving Letter
of Credit Sublimit, (y) in the case of any Dollar Revolving Letter of
Credit with an expiry date extending beyond the day that is five (5)
Business Days prior to the scheduled Maturity Date then in effect for the
Non-Extended Dollar Revolving Credit Facility (or, if such day is not a
Business Day, the next preceding Business Day) (such day, the “Dollar
Revolving









 



84



Exposure Readjustment Date”), the aggregate face amount (determined as the
maximum amount thereof (after giving effect to any prior permanent
reductions thereof)) of the Dollar Revolving Letters of Credit expiring
after such Dollar Revolving Exposure Readjustment Date plus the aggregate
principal amount of outstanding Swing Line Loans and Extended Dollar
Revolving Credit Loans would exceed the Aggregate Extended Dollar
Revolving Credit Commitments at such time or (z) in the case of any
Alternative Currency Revolving Letter of Credit with an expiry date
extending beyond the day that is five (5) Business Days prior to the
scheduled Maturity Date then in effect for the Non-Extended Alternative
Currency Revolving Credit Facility (or, if such day is not a Business Day,
the next preceding Business Day) (such day, the “Alternative Currency
Revolving Exposure Readjustment Date”), the aggregate face amount
(determined as the maximum amount thereof (after giving effect to any
prior permanent reductions thereof)) of the Alternative Currency Revolving
Letters of Credit expiring after such Alternative Currency Revolving
Exposure Readjustment Date plus the Dollar Amount of Extended Alternative
Currency Revolving Credit Loans would exceed the Aggregate Extended
Alternative Currency Revolving Credit Commitments at such time or (II) in
the case of the Synthetic L/C Letters of Credit, (x) the Synthetic L/C
Obligations would exceed the sum of the aggregate amount of the
Credit-Linked Deposits and the Tranche S Collateral Account Amount and (y)
in the case of any Synthetic L/C Letter of Credit with an expiry date
extending beyond the day that is five (5) Business Days prior to the
scheduled Maturity Date then in effect for any Synthetic L/C Facility (or,
if such day is not a Business Day, the next preceding Business Day) (such
day, the “Synthetic L/C Exposure Readjustment Date”), the aggregate face
amount (determined as the maximum amount thereof (after giving effect to
any prior permanent reductions thereof)) of the Synthetic L/C Letters of
Credit expiring after such Synthetic L/C Exposure Readjustment Date would
exceed the Aggregate Synthetic L/C Commitments that are scheduled to
remain in effect after such scheduled Maturity Date. Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower’s
ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrower may, during the foregoing period, obtain Letters
of Credit to replace Letters of Credit that have expired or that have been
drawn upon and reimbursed. If the Borrower shall fail to specify whether
any requested Letter of Credit denominated in Dollars is to be a Revolving
Letter of Credit or a Synthetic L/C Letter of Credit, then the requested
Letter of Credit shall be deemed to be requested as a Synthetic L/C Letter
of Credit unless the issuance thereof would not be permitted by the
foregoing provisions of this paragraph, in which case it shall be deemed
to be requested as a Revolving Letter of Credit. Notwithstanding any such
specification or deemed specification, the Borrower may request in writing
that a Letter of Credit issued under any Facility be deemed to be issued
under any other Facility (and such redesignation shall become effective on
the date of receipt by the Administrative Agent of such written request,
which shall be a Business Day) so long as at the time of the
Administrative Agent’s receipt of such request, the issuance of such a
Letter of Credit would be permitted under such Facility by the foregoing









 



85



provisions of this paragraph. All Synthetic L/C Letters of Credit will be
denominated in Dollars.




          (iii) An L/C Issuer shall be under no obligation to
issue any Letter of Credit if:




          (A) any order, judgment or decree of any
Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain such L/C Issuer
from issuing such Letter of Credit, or any Law
applicable to such L/C Issuer or any directive
(whether or not having the force of law) from any
Governmental Authority with jurisdiction over such
L/C Issuer shall prohibit, or direct that such L/C
Issuer refrain from, the issuance of letters of
credit generally or such Letter of Credit in
particular or shall impose upon such L/C Issuer with
respect to such Letter of Credit any restriction,
reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in
effect on the Original Closing Date, or shall impose
upon such L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Original
Closing Date (for which such L/C Issuer is not
otherwise compensated hereunder);




          (B) subject to Section 2.03(b)(iii), the expiry
date of such requested Letter of Credit (other than
the Letters of Credit listed on Schedule
2.03(a)(iii)(B)) would occur more than twelve months
after the date of issuance or last renewal, unless
the Required Lenders have approved such expiry date;




          (C) the expiry date of such requested Letter of
Credit would occur after the applicable Letter of
Credit Expiration Date, unless all the Lenders of the
applicable Class or Classes shall have approved such
expiry date; or




          (D) the issuance of such Letter of Credit would
violate any Laws binding upon such L/C Issuer.




          (iv) An L/C Issuer shall be under no obligation to
amend any Letter of Credit if (A) such L/C Issuer would have
no obligation at such time to issue such Letter of Credit in
its amended form under the terms hereof or (B) the
beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.



          (b) Procedures for Issuance and Amendment of Letters of
Credit; Auto-Renewal Letters of Credit.





          (i) Each Letter of Credit shall be issued or amended,
as the case may be, upon the request of the Borrower
delivered to an L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a
Responsible Officer of the Borrower. Such Letter of Credit
Application must be received by the relevant L/C Issuer and









 



86



the Administrative Agent not later than 12:00 p.m. at least two (2)
Business Days prior to the proposed issuance date or date of amendment, as
the case may be, or, in each case, such later date and time as the
relevant L/C Issuer may agree in a particular instance in its sole
discretion. In the case of a request for an initial issuance of a Letter
of Credit, such Letter of Credit Application shall specify in form and
detail reasonably satisfactory to the relevant L/C Issuer: (a) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (b) the amount thereof; (c) the expiry date thereof; (d)
the name and address of the beneficiary thereof; (e) the documents to be
presented by such beneficiary in case of any drawing thereunder; (f) the
full text of any certificate to be presented by such beneficiary in case
of any drawing thereunder; (g) the currency in which the requested Letter
of Credit will be denominated, (h) in the case of any Letter of Credit
denominated in Dollars, whether such Letter of Credit is to be a Revolving
Letter of Credit or a Synthetic L/C Letter of Credit (which designation
shall be made in accordance with this Agreement); and (i) such other
matters as the relevant L/C Issuer may reasonably request. In the case of
a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be
amended; (2) the proposed date of amendment thereof (which shall be a
Business Day); (3) the nature of the proposed amendment; and (4) such
other matters as the relevant L/C Issuer may reasonably request.




          (ii) Promptly after receipt of any Letter of Credit
Application, the relevant L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of
Credit Application from the Borrower and, if not, such L/C
Issuer will provide the Administrative Agent with a copy
thereof. Upon receipt by the relevant L/C Issuer of
confirmation from the Administrative Agent that the requested
issuance or amendment is permitted in accordance with the
terms hereof, subject to the terms and conditions hereof such
L/C Issuer shall, on the requested date, issue a Letter of
Credit for the account of the Borrower or enter into the
applicable amendment, as the case may be. Immediately upon
the issuance of (x) each Dollar Revolving Letter of Credit,
each Dollar Revolving Credit Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, acquire
from the relevant L/C Issuer a risk participation in such
Dollar Revolving Letter of Credit in an amount equal to the
product of such Dollar Revolving Credit Lender’s Pro Rata
Share (determined on the basis of the aggregate amount of its
Dollar Revolving Credit Commitment as a percentage of the
Aggregate Dollar Revolving Credit Commitments) times the
amount of such Dollar Revolving Letter of Credit, (y) each
Alternative Currency Revolving Letter of Credit, each
Alternative Currency Revolving Credit Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to,
acquire from the relevant L/C Issuer a risk participation in
such Alternative Currency Revolving Letter of Credit in an
amount equal to the product of such Alternative Currency
Revolving Credit Lender’s Pro Rata Share (determined on the
basis of the aggregate amount of its Alternative Currency
Revolving Credit Commitment as a percentage of the









 



87



Aggregate Alternative Currency Revolving Credit Commitments) times the
amount of such Alternative Currency Revolving Letter of Credit and (z)
each Synthetic L/C Letter of Credit, each Synthetic L/C Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, acquire
from the Synthetic L/C Issuer a risk participation in such Synthetic L/C
Letter of Credit in an amount equal to the product of such Synthetic L/C
Lender’s Pro Rata Share (determined on the basis of the aggregate amount
of its Synthetic L/C Commitments as a percentage of the Aggregate
Synthetic L/C Commitments) times the amount of such Synthetic L/C Letter
of Credit.




          (iii) If the Borrower so requests in any applicable
Letter of Credit Application, the relevant L/C Issuer shall
agree to issue a Letter of Credit that has automatic renewal
provisions (each, an “Auto-Renewal Letter of Credit”);
provided that any such Auto-Renewal Letter of Credit must
permit the relevant L/C Issuer to prevent any such renewal at
least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day (the
“Nonrenewal Notice Date”) in each such twelve-month period to
be agreed upon at the time such Letter of Credit is issued.
Unless otherwise directed by the relevant L/C Issuer, the
Borrower shall not be required to make a specific request to
the relevant L/C Issuer for any such renewal. Once an
Auto-Renewal Letter of Credit has been issued, the applicable
Lenders shall be deemed to have authorized (but may not
require) the relevant L/C Issuer to permit the renewal of
such Letter of Credit at any time to an expiry date not later
than the applicable Letter of Credit Expiration Date;
provided that the relevant L/C Issuer shall not permit any
such renewal if (A) the relevant L/C Issuer has determined
that it would have no obligation at such time to issue such
Letter of Credit in its renewed form under the terms hereof
(by reason of the provisions of Section 2.03(a)(ii) or
2.03(a)(iii), or otherwise) or (B) the relevant L/C Issuer
has received notice (which may be by telephone or in writing)
on or before the day that is five (5) Business Days before
the Nonrenewal Notice Date from the Administrative Agent, any
Revolving Credit Lender or any Synthetic L/C Lender, as
applicable, or the Borrower that one or more of the
applicable conditions specified in Section 4.03 is not then
satisfied.




          (iv) Promptly after its delivery of any Letter of Credit
or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the
relevant L/C Issuer will also deliver to the Borrower and the
Administrative Agent a true and complete copy of such Letter
of Credit or amendment.



          (c) Drawings and Reimbursements; Funding of Participations.





          (i) Upon receipt from the beneficiary of any Letter of
Credit of any notice of a drawing under such Letter of
Credit, the relevant L/C Issuer shall notify promptly the
Borrower and the Administrative Agent thereof. Not later than
11:00 a.m. on the Business Day immediately following the date
of any









 



88



payment by an L/C Issuer under a Letter of Credit (each such date, an
“Honor Date”), the Borrower shall reimburse such L/C Issuer through the
Administrative Agent in an amount equal to the amount of such drawing. If
the Borrower fails to so reimburse such L/C Issuer by such time, the
Administrative Agent shall promptly notify each Appropriate Lender of the
Honor Date, the amount of the unreimbursed drawing (expressed in Dollars
in the Dollar Amount thereof in the case of an Alternative Currency) (the
“Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro
Rata Share thereof (determined, (x) in the case of an Unreimbursed Amount
under a Synthetic L/C Letter of Credit, on the basis of the aggregate
amount of its Synthetic L/C Commitments as a percentage of the Aggregate
Synthetic L/C Commitments, (y) in the case of an Unreimbursed Amount under
a Dollar Revolving Letter of Credit, on the basis of the aggregate amount
of its Dollar Revolving Credit Commitment as a percentage of the Aggregate
Dollar Revolving Credit Commitments and (z) in the case of an Unreimbursed
Amount under an Alternative Currency Revolving Letter of Credit, on the
basis of the aggregate amount of its Alternative Credit Revolving Credit
Commitment as a percentage of the Aggregate Alternative Credit Revolving
Credit Commitments). In such event, (x) in the case of an Unreimbursed
Amount under a Dollar Revolving Letter of Credit, the Borrower shall be
deemed to have requested a Dollar Revolving Credit Borrowing of Base Rate
Loans, (y) in the case of an Unreimbursed Amount under an Alternative
Currency Revolving Letter of Credit, the Borrower shall be deemed to have
requested an Alternative Currency Revolving Credit Borrowing of
Eurocurrency Rate Loans and (z) in the case of an Unreimbursed Amount
under a Synthetic L/C Letter of Credit, the Borrower shall be deemed to
have requested from the Non-Extended Synthetic L/C Lenders a Non-Extended
Synthetic L/C Borrowing of Eurocurrency Rate Loans as described in clause
(viii) below, in each case to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount (less, in the case of an Unreimbursed
Amount under a Synthetic L/C Letter of Credit, the aggregate amount
directed to be withdrawn from the Tranche S Collateral Account on account
thereof pursuant to Section 2.03(c)(viii)(B)), without regard to the
minimum and multiples specified in Section 2.02 for the principal amount
of Eurocurrency Rate Loans or Base Rate Loans, but subject, in each case,
to the conditions set forth in Section 4.03 (other than the delivery of a
Committed Loan Notice and any condition that would not be satisfied solely
as a result of the failure by the Borrower to reimburse such Unreimbursed
Amount in accordance with this paragraph) and provided that (A) in the
case of any such request for a Dollar Revolving Credit Borrowing, after
giving effect thereto, the aggregate Outstanding Amount of the Dollar
Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share
(determined on the basis of the aggregate amount of its Dollar Revolving
Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit
Commitments) of the Outstanding Amount of all Dollar Revolving L/C
Obligations, plus such Lender’s Pro Rata Share (determined on the basis of
the aggregate amount of its Dollar Revolving Credit Commitment as a
percentage of the Aggregate Dollar Revolving Credit Commitments) of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s









 



89



Dollar Revolving Credit Commitment, (B) in the case of any such request
for an Alternative Currency Revolving Credit Borrowing, after giving
effect thereto, the aggregate Outstanding Amount of the Alternative
Currency Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata
Share (determined on the basis of the aggregate amount of its Alternative
Currency Revolving Credit Commitment as a percentage of the Aggregate
Alternative Currency Revolving Credit Commitments) of the Outstanding
Amount of all Alternative Currency Revolving L/C Obligations shall not
exceed such Lender’s Alternative Currency Revolving Credit Commitment and
(C) in the case of any such request for a Non-Extended Synthetic L/C
Borrowing, after giving effect thereto, the Non-Extended Synthetic L/C
Exposure of any Lender shall not exceed such Lender’s Non-Extended
Synthetic L/C Commitment. Any notice given by an L/C Issuer or the
Administrative Agent pursuant to this Section 2.03(c)(i) may be given by
telephone if immediately confirmed in writing; provided that the lack of
such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.




          (ii) Each Dollar Revolving Credit Lender (including any
such Lender acting as an L/C Issuer) shall, upon any notice
pursuant to Section 2.03(c)(i), make funds available to the
Administrative Agent for the account of the relevant
Revolving L/C Issuer at the Administrative Agent’s Office for
payments in an amount equal to its Pro Rata Share (determined
on the basis of the aggregate amount of its Dollar Revolving
Credit Commitment as a percentage of the Aggregate Dollar
Revolving Credit Commitments) of any Unreimbursed Amount in
respect of a Dollar Revolving Letter of Credit not later than
1:00 p.m. on the Business Day specified in such notice by the
Administrative Agent, whereupon, subject to the provisions of
Section 2.03(c)(iii), each Dollar Revolving Credit Lender
that so makes funds available shall be deemed to have made a
Base Rate Loan to the Borrower in such amount. The
Administrative Agent shall remit the funds so received to the
relevant Revolving L/C Issuer. Each Alternative Currency
Revolving Credit Lender (including any such Lender acting as
an L/C Issuer) shall, upon any notice pursuant to Section
2.03(c)(i), make funds available to the Administrative Agent
for the account of the relevant Revolving L/C Issuer at the
Administrative Agent’s Office for payments in an amount equal
to its Pro Rata Share (determined on the basis of the
aggregate amount of its Alternative Currency Revolving Credit
Commitment as a percentage of the Aggregate Alternative
Currency Revolving Credit Commitments) of any Unreimbursed
Amount in respect of an Alternative Currency Revolving Letter
of Credit not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii),
each Alternative Currency Revolving Credit Lender that so
makes funds available shall be deemed to have made a Base
Rate Loan to the Borrower in such amount. The Administrative
Agent shall remit the funds so received to the relevant
Revolving L/C Issuer.




          (iii) With respect to any Unreimbursed Amount in respect
of a Dollar Revolving Letter of Credit that is not fully
refinanced by a Dollar









 



90



Revolving Credit Borrowing of Base Rate Loans because the applicable
conditions set forth in Section 4.03 cannot be satisfied or for any other
reason, the Borrower shall be deemed to have incurred from the relevant
Revolving L/C Issuer a Dollar Revolving L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which Dollar Revolving L/C
Borrowing shall be due and payable on demand (together with interest) and
shall bear interest at the Default Rate. In such event, each Dollar
Revolving Credit Lender’s payment to the Administrative Agent for the
account of the relevant Revolving L/C Issuer pursuant to Section
2.03(c)(ii) shall be deemed payment in respect of its participation in
such Dollar Revolving L/C Borrowing and shall constitute a Dollar
Revolving L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03. With respect to any
Unreimbursed Amount in respect of an Alternative Currency Revolving Letter
of Credit that is not fully refinanced by an Alternative Currency
Revolving Credit Borrowing of Base Rate Loans because the applicable
conditions set forth in Section 4.03 cannot be satisfied or for any other
reason, the Borrower shall be deemed to have incurred from the relevant
Revolving L/C Issuer an Alternative Currency Revolving L/C Borrowing in
the amount of the Unreimbursed Amount that is not so refinanced, which
Alternative Currency Revolving L/C Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at the Default
Rate. In such event, each Alternative Currency Revolving Credit Lender’s
payment to the Administrative Agent for the account of the relevant
Revolving L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
payment in respect of its participation in such Alternative Currency
Revolving L/C Borrowing and shall constitute an Alternative Currency
Revolving L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.




          (iv) Until each Revolving Credit Lender funds its
Revolving Credit Loan or Revolving L/C Advance pursuant to
this Section 2.03(c) to reimburse the relevant Revolving L/C
Issuer for any amount drawn under any Revolving Letter of
Credit, interest in respect of such Lender’s Pro Rata Share
(determined, in the case of any Lender, on the basis of the
aggregate amount of its Dollar Revolving Credit Commitment as
a percentage of the Aggregate Dollar Revolving Credit
Commitments or on the basis of the aggregate amount of its
Alternative Currency Revolving Credit Commitment as a
percentage of the Aggregate Alternative Currency Revolving
Credit Commitments, as the case may be) of such amount shall
be solely for the account of the relevant Revolving L/C
Issuer.




          (v) Each Revolving Credit Lender’s obligation to make
Revolving Credit Loans or Revolving L/C Advances to reimburse
a Revolving L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be
absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have
against the relevant Revolving L/C Issuer, the Borrower or
any other Person for any reason whatsoever; (B) the
occurrence or continuance of









 



91



a Default; or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided that each Revolving Credit
Lender’s obligation to make Revolving Credit Loans pursuant to this
Section 2.03(c) is subject to the conditions set forth in Section 4.03
(other than delivery by the Borrower of a Committed Loan Notice and any
condition that would not be satisfied solely as a result of the failure by
the Borrower to reimburse the applicable Unreimbursed Amount in accordance
with Section 2.03(c)(i)). No such making of a Revolving L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse
the relevant Revolving L/C Issuer for the amount of any payment made by
such Revolving L/C Issuer under any Revolving Letter of Credit, together
with interest as provided herein.




          (vi) If any Revolving Credit Lender fails to make
available to the Administrative Agent for the account of the
relevant Revolving L/C Issuer any amount required to be paid
by such Lender pursuant to the foregoing provisions of this
Section 2.03(c) by the time specified in Section 2.03(c)(ii),
such Revolving L/C Issuer shall be entitled to recover from
such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from
the date such payment is required to the date on which such
payment is immediately available to such Revolving L/C Issuer
at a rate per annum equal to the applicable Overnight Rate
from time to time in effect. A certificate of the relevant
Revolving L/C Issuer submitted to any Revolving Credit Lender
(through the Administrative Agent) with respect to any
amounts owing under this Section
2.03(c)(vi) shall be conclusive absent manifest error.




          (vii) If, at any time after a Revolving L/C Issuer has
made a payment under any Revolving Letter of Credit and has
received from any Revolving Credit Lender such Lender’s
Revolving L/C Advance in respect of such payment in
accordance with this Section 2.03(c), the Administrative
Agent receives for the account of such Revolving L/C Issuer
any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Borrower or
otherwise, including proceeds of Cash Collateral applied
thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Pro Rata Share
thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such
Lender’s Revolving L/C Advance was outstanding and any
differential in the interest payable to such Lender
attributable to the Applicable Rate for such Lender’s
Revolving L/C Advance as an Extended Revolving Credit Lender
or a Non-Extended Revolving Credit Lender, as applicable) in
the same funds as those received by the Administrative Agent.




          (viii) If the Synthetic L/C Issuer shall not have
received from the Borrower the payment required to be made by
Section 2.03(c)(i) with respect to any Synthetic L/C Letter
of Credit within the time specified in such Section, the
Synthetic L/C Issuer will promptly notify the Administrative
Agent of the Unreimbursed Amount. In each such event:









 



92



          (A) the Administrative Agent will promptly notify
each Non-Extended Synthetic L/C Lender of such
Unreimbursed Amount and of such Lender’s Non-Extended
Synthetic L/C Pro Rata Share Amount with respect
thereto, and each Non-Extended Synthetic L/C Lender
hereby authorizes and directs the Administrative Agent
to reimburse the Synthetic L/C Issuer, from such
Lender’s Credit-Linked Deposit, in an amount equal to
such Lender’s Non-Extended Synthetic L/C Pro Rata
Share Amount, and the Administrative Agent will
promptly pay to the Synthetic L/C Issuer such amount,
which payment shall reduce such Lender’s Credit-Linked
Deposit in a like amount. Upon any such payment, each
Non-Extended Synthetic L/C Lender shall be deemed to
have made a Non-Extended Synthetic L/C Loan in an
amount equal to its Non-Extended Synthetic L/C Pro
Rata Share Amount, which Non-Extended Synthetic L/C
Loans shall initially be Eurocurrency Rate Loans
having Interest Periods set forth in clause (ix)
below; provided, however, that if the conditions
precedent to borrowing set forth in Section 4.03 have
not been satisfied (other than delivery of a Committed
Loan Notice or any condition that is not satisfied
solely as a result of the failure by the Borrower to
reimburse the applicable Unreimbursed Amount in
accordance with Section 2.03(c)(i)), then payment of
such Non-Extended Synthetic L/C Pro Rata Share Amount
shall not be deemed to constitute Non-Extended
Synthetic L/C Loans and shall not relieve the Borrower
of its obligation to reimburse such Unreimbursed
Amount; and




          (B) the Borrower hereby authorizes and directs
the Synthetic L/C Issuer to withdraw from the Tranche
S Collateral Account in respect of each Extended
Synthetic L/C Lender’s participation in such
Unreimbursed Amount an amount equal to such Lender’s
Extended Synthetic L/C Pro Rata Share Amount, which
amount shall solely be utilized to reimburse the
Synthetic L/C Issuer for the applicable portion of
such Unreimbursed Amount. The Administrative Agent
shall promptly upon request advise the Synthetic L/C
Issuer of the aggregate amount of any such permitted
withdrawal, and the Synthetic L/C Issuer shall
promptly advise the Administrative Agent of the amount
of any such reimbursement it shall effect with the
proceeds of any such withdrawal.


Notwithstanding anything herein to the contrary, (x) the funding obligation of each Non-Extended
Synthetic L/C Lender in respect of its participation in Synthetic L/C Letters of Credit shall have
been satisfied in full upon the funding of its Credit-Linked Deposit and (y) the funding obligation
of each Extended Synthetic L/C Lender in respect of its participation in Synthetic L/C Letters of
Credit shall have been satisfied in full upon the funding of its Tranche S Term Loan. Any amounts
received by the Administrative Agent thereafter pursuant to Section 2.03(c) in respect of an
Unreimbursed Amount under a Synthetic L/C Letter of Credit will be promptly remitted by the
Administrative Agent to the Credit-Linked Deposit Account, for the ratable account of the
Non-Extended Synthetic L/C Lenders, and the Tranche S Collateral Account (such remittance to











 



93



be allocated between the Credit-Linked Deposit Account and the Tranche S
Collateral Account ratably) (it being understood that, thereafter, such
amounts will be available to reimburse the Synthetic L/C Issuer in
accordance with this Section 2.03).





          (ix) On each date on which the Administrative Agent
charges the Credit-Linked Deposit Account to reimburse an
Unreimbursed Amount in respect of a Synthetic L/C Letter of
Credit as provided in Section 2.03(c)(viii), (A) if such
amount is deemed to constitute Non-Extended Synthetic L/C
Loans, the Borrower shall have the right either to reimburse
such amount or to allow such amount to remain outstanding as
Non-Extended Synthetic L/C Loans with an initial Interest
Period coincident with the then-applicable Interest Periods
for the Credit-Linked Deposits, subject to subsequent
conversion in accordance with Section 2.02, and (B) if such
amount is not deemed to constitute Non-Extended Synthetic L/C
Loans, then such amount shall be deemed to be payment in
respect of the Non-Extended Synthetic L/C Lenders’
participations in such Unreimbursed Amount and such
Unreimbursed Amount (to the extent of such participations)
shall be due and payable on demand (together with interest)
and shall bear interest at the Default Rate (which rate shall
be determined by reference to the Applicable Rate that would
have been applicable to the Non-Extended Synthetic L/C
Loans), with such interest accruing for the account of the
Non-Extended Synthetic L/C Lenders that shall have been
deemed to have made such payment. For the avoidance of doubt,
no interest shall accrue and be payable to Extended Synthetic
L/C Lenders in respect of the portion of any Unreimbursed
Amount that is allocable to the Extended Synthetic L/C
Lenders and funded with funds withdrawn from the Tranche S
Collateral Account, other than the interest payable in
respect of the Tranche S Term Loans.




          (x) If any payment received by the Administrative Agent
for the account of an L/C Issuer pursuant to Section
2.03(c)(i) is required to be returned under any of the
circumstances described in Section 10.06 (including pursuant
to any settlement entered into by such L/C Issuer in its
discretion), (A) in the case of a Revolving Letter of Credit,
each Revolving Credit Lender shall pay to the Administrative
Agent for the account of such Revolving L/C Issuer its Pro
Rata Share (determined, in the case of any Lender, on the
basis of the aggregate amount of its Dollar Revolving Credit
Commitment as a percentage of the Aggregate Dollar Revolving
Credit Commitments or on the basis of the aggregate amount of
its Alternative Currency Revolving Credit Commitment as a
percentage of the Aggregate Alternative Currency Revolving
Credit Commitments, as the case may be) thereof on demand of
the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the applicable Overnight
Rate from time to time in effect and (B) in the case of a
Synthetic L/C Letter of Credit, (1) each Non-Extended
Synthetic L/C Lender hereby authorizes and directs the
Administrative Agent to reimburse the Synthetic L/C Issuer,
from such Lender’s Credit-Linked Deposits, in an amount equal
to such Lender’s Non-Extended Synthetic L/C Percentage of its
Pro Rata Share (determined on the basis









 



94



of the aggregate amount of its Synthetic L/C Commitments as a percentage
of the Aggregate Synthetic L/C Commitments) of such returned amount and
(2) the Borrower hereby authorizes the Synthetic L/C Issuer to reimburse
itself from the Tranche S Collateral Account in an amount equal to each
Extended Synthetic L/C Lender’s Extended Synthetic L/C Percentage of its
Pro Rata Share (determined on the basis of the aggregate amount of its
Synthetic L/C Commitments as a percentage of the Aggregate Synthetic L/C
Commitments) of such returned amount, in each case plus interest thereon
from the date of such return to the date such amount is so reimbursed, at
a rate per annum equal to the Eurocurrency Rate for Eurocurrency Rate
Loans denominated in Dollars.



          (d) Obligations Absolute. The obligation of the Borrower to
reimburse the relevant L/C Issuer for each drawing under each
Letter of Credit issued by it and to repay each L/C Borrowing shall
be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all
circumstances, including the following:





          (i) any lack of validity or enforceability of such
Letter of Credit, this Agreement, or any other agreement or
instrument relating thereto;




          (ii) the existence of any claim, counterclaim, setoff,
defense or other right that any Loan Party may have at any
time against any beneficiary or any transferee of such
Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the
relevant L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated
transaction;




          (iii) any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;
or any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under such
Letter of Credit;




          (iv) any payment by the relevant L/C Issuer under such
Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of
such Letter of Credit; or any payment made by the relevant
L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor
to any beneficiary or any transferee of such Letter of
Credit, including any arising in connection with any
proceeding under any Debtor Relief Law;




          (v) any exchange, release or nonperfection of any
Collateral, or any release or amendment or waiver of or
consent to departure from the Guaranty or any other
guarantee, for all or any of the Obligations of any Loan
Party in respect of such Letter of Credit; or




 











 




95



          (vi) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Loan Party;


provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are
waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that
are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether
drafts and other documents presented under a Letter of Credit comply with the terms thereof.




          (e) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under
a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the L/C Issuers, any
Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at
the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or instrument related to any
Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or transferee at law or under any
other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective
correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any
of the matters described in clauses (i) through (iii) of Section 2.03(e); provided that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer,
and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any
direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the
Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C
Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the
foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary,
and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason.




          (f) Cash Collateral. (i) If any Event of Default occurs and is continuing and the
Administrative Agent or the Required Lenders, as applicable, require
the












 



96



Borrower to Cash Collateralize the Revolving L/C Obligations pursuant to Section 8.02(c) or (ii) an
Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing, then the Borrower
shall Cash Collateralize the then Outstanding Amount of all Revolving L/C Obligations (in an amount
equal to 105% of such Outstanding Amount determined as of the date of such Event of Default), and
shall do so not later than 2:00 p.m., New York City time, on (x) in the case of the immediately
preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such
notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above
does not apply, the Business Day immediately following the day on which the Borrower receives such
notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an
Event of Default set forth under Section 8.01(f) or (g) occurs or, if such day is not a Business
Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the
relevant Revolving L/C Issuer and the Revolving Credit Lenders, as collateral for the Revolving L/C
Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent and the relevant Revolving L/C
Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of
such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for
the benefit of the L/C Issuers and the Revolving Lenders, a security interest in all such cash,
deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall
be maintained in blocked accounts at UBS AG, Stamford Branch and may be invested in readily
available Cash Equivalents. If at any time the Administrative Agent determines that any funds held
as Cash Collateral are subject to any right or claim of any Person other than the Administrative
Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than 105%
of the aggregate Outstanding Amount of all Revolving L/C Obligations, the Borrower will, forthwith
upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be
deposited and held in the deposit accounts at UBS AG, Stamford Branch as aforesaid, an amount equal
to the excess of (a) 105% of such aggregate Outstanding Amount over (b) the total amount of funds,
if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free
and clear of any such right and claim. Upon the drawing of any Revolving Letter of Credit for which
funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under
applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash
Collateral exceeds 105% of the then Outstanding Amount of such Revolving L/C Obligations and so
long as no Event of Default has occurred and is continuing, the excess shall be refunded to the
Borrower. If such Event of Default is cured or waived and no other Event of Default is then
occurring and continuing, the amount of any Cash Collateral shall be refunded to the Borrower.




          (g) Letter of Credit Fees.





          (i) The Borrower shall pay to the Administrative Agent for the account of each
Non-Extended Dollar Revolving Credit Lender and each Extended Dollar Revolving Credit
Lender in accordance with its Pro Rata Share of the Non-Extended Dollar Revolving
Credit Commitments and the Extended









 



97



Dollar Revolving Credit Commitments, respectively, a Letter of Credit fee for each Dollar
Revolving Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate in
respect of such respective Dollar Revolving Credit Commitments times the Allocable Revolving Share
of the Non-Extended Dollar Revolving Credit Lenders and the Extended Dollar Revolving Credit
Lenders, as the case may be, of the daily maximum amount then available to be drawn under such
Dollar Revolving Letter of Credit (whether or not such maximum amount is then in effect under such
Dollar Revolving Letter of Credit if such maximum amount increases periodically pursuant to the
terms of such Dollar Revolving Letter of Credit). Such letter of credit fees shall be computed on
a quarterly basis in arrears. Such letter of credit fees shall be due and payable in Dollars on
the first Business Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Dollar Revolving Letter of Credit, on the
Maturity Date for the Non-Extended Dollar Revolving Credit Commitments (with respect to the fees
accrued for the accounts of the Non-Extended Revolving Credit Lenders), on the Letter of Credit
Expiration Date relating to Dollar Revolving Letters of Credit and thereafter on demand. If there
is any change in the Applicable Rate during any quarter, the daily maximum amount of each Dollar
Revolving Letter of Credit shall be computed and multiplied by the Applicable Rate separately for
each period in such quarter during which such Applicable Rate was in effect.




          (ii) The Borrower shall pay to the Administrative Agent for the account of each Non-Extended
Alternative Currency Revolving Credit Lender and each Extended Alternative Currency Revolving
Credit Lender in accordance with its Pro Rata Share of the Non-Extended Alternative Currency
Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments,
respectively, a Letter of Credit fee for each Alternative Currency Revolving Letter of Credit
issued pursuant to this Agreement equal to the Applicable Rate in respect of such respective
Alternative Currency Revolving Credit Commitments times the Allocable Revolving Share of the
Non-Extended Alternative Currency Revolving Credit Lenders and the Extended Alternative Currency
Revolving Credit Lenders, as the case may be, of the daily maximum amount then available to be
drawn under such Alternative Currency Revolving Letter of Credit (whether or not such maximum
amount is then in effect under such Alternative Currency Revolving Letter of Credit if such maximum
amount increases periodically pursuant to the terms of such Alternative Currency Revolving Letter
of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such
letter of credit fees shall be due and payable in Dollars on the first Business Day after the end
of each March, June, September and December, commencing with the first such date to occur after the
issuance of such Alternative Currency Revolving Letter of Credit, on the Maturity Date for the
Non-Extended Alternative Currency Revolving Credit Commitments (with respect to the fees accrued
for the accounts of the Non-Extended Revolving Credit Lenders), on the Letter of Credit Expiration
Date relating to Alternative Currency Revolving Letters of Credit and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily maximum
amount of each









 



98



Alternative Currency Revolving Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period in such quarter during which such Applicable
Rate was in effect.



          (h) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower
shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each
Revolving Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then
available to be drawn under such Revolving Letter of Credit (whether or not such maximum amount is
then in effect under such Revolving Letter of Credit if such maximum amount increases periodically
pursuant to the terms of such Revolving Letter of Credit). Such fronting fees shall be computed on
a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day
after the end of each March, June, September and December, commencing with the first such date to
occur after the issuance of such Revolving Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for
its own account the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to
time in effect. Such customary fees and standard costs and charges are due and payable within ten
(10) Business Days of demand and are nonrefundable. The Borrower shall also pay to the L/C Issuers
such other fees as may be agreed to by the Borrower and the applicable L/C Issuer in respect of
Letters of Credit issued by such L/C Issuer.




          (i) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary
in any Letter of Credit Application, in the event of any conflict between the terms hereof and the
terms of any Letter of Credit Application, the terms hereof shall control.




          (j) Addition of a Revolving L/C Issuer.





          (i) A Dollar Revolving Credit Lender may become an additional Dollar Revolving L/C
Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative
Agent and such Dollar Revolving Credit Lender. The Administrative Agent shall notify the
Dollar Revolving Credit Lenders of any such additional Dollar Revolving L/C Issuer.




          (ii) An Alternative Currency Revolving Credit Lender may become an additional
Alternative Currency Revolving L/C Issuer hereunder pursuant to a written agreement among
the Borrower, the Administrative Agent and such Alternative Currency Revolving Credit
Lender. The Administrative Agent shall notify the Alternative Currency Revolving Credit
Lenders of any such additional Alternative Currency Revolving L/C Issuer.



          (k) Credit-Linked Deposit Account.





          (i) Each of the Administrative Agent, the Synthetic L/C Issuer and each Non-Extended
Synthetic L/C Lender hereby acknowledges and agrees that









 



99



(x) each Non-Extended Synthetic L/C Lender or its predecessor in interest has funded its
Credit-Linked Deposit to the Administrative Agent for application in the manner
contemplated by Section 2.03(c)(viii) and (y) the Administrative Agent may invest the
Credit-Linked Deposits in such investments as may be determined from time to time by the
Administrative Agent. The Administrative Agent hereby agrees to pay to each Non-Extended
Synthetic L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits,
interest (computed on the basis of the actual number of days elapsed over a year of 360
days) on the amount of such Non-Extended Synthetic L/C Lender’s Pro Rata Share (determined
on the basis of its Non-Extended Synthetic L/C Commitment as a percentage of the Aggregate
Non-Extended Synthetic L/C Commitments) of the aggregate amount of the Credit-Linked
Deposits during such Interest Period at a rate per annum equal to the Eurocurrency Rate
for such Interest Period less the Credit-Linked Deposit Cost Amount. With respect to any
Interest Period during which a Non-Extended Synthetic L/C Loan is deemed made, the
Administrative Agent shall determine the amount of interest payable by the Borrower on
such Non-Extended Synthetic L/C Loan for the portion of such Interest Period during which
such Non-Extended Synthetic L/C Loan is outstanding and the amount of interest payable by
the Administrative Agent on the Credit-Linked Deposits during such Interest Period
pursuant to the applicable provisions of this Agreement, and such determination shall be
conclusive absent manifest error.




          (ii) None of Holdings, the Borrower or any Subsidiary shall have any right, title or
interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits or
obligations with respect thereto other than as expressly provided in this Agreement.
Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the
Non-Extended Synthetic L/C Lenders is solely an obligation of the Administrative Agent, and
none of Holdings, the Borrower or any Subsidiary shall have any liability or obligation in
respect of the principal amount of the Credit-Linked Deposits.



          (l) Synthetic L/C Facilities. Notwithstanding anything to the contrary, the Letters of Credit
under the Synthetic L/C Facilities shall only be issued by the Synthetic L/C Issuer.





          SECTION 2.04. Swing Line Loans.



          (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line
Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from
time to time on any Business Day until the Maturity Date applicable to the Extended Dollar
Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated
with the Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving
Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the
Outstanding Amount of Dollar Revolving Credit Loans and Dollar Revolving L/C Obligations of the
Lender acting as Swing Line Lender, may exceed the amount of such














 



100



Lender’s Dollar Revolving Credit Commitment; provided that, after giving effect to any Swing Line
Loan, the aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender,
plus such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its
Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit
Commitments) of the Outstanding Amount of all Dollar Revolving L/C Obligations, plus such
Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving
Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit
Commitment then in effect; provided further that the Borrower shall not use the proceeds of any
Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04,
prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a
Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making
of a Swing Line Loan, each Dollar Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation
in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share
(determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a
percentage of the Aggregate Dollar Revolving Credit Commitments) times the amount of such Swing
Line Loan.




          (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be an
integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business
Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender
and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and
signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender
of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent (including at the
request of any Dollar Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed
Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a
result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a),
or (B) that one or more of the applicable conditions specified in Section 4.03 is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later
than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of
its Swing Line Loan available to the Borrower.










 



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          (c) Refinancing of Swing Line Loans.




          (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on
behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on
its behalf), that each Dollar Revolving Credit Lender make a Dollar Revolving Credit Loan that is a
Base Rate Loan in an amount equal to such Lender’s Pro Rata Share (determined on the basis of the
aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar
Revolving Credit Commitments) of the amount of Swing Line Loans then outstanding. Such request
shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for
purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the
minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to
the conditions set forth in Section 4.03 and provided that after giving effect thereto, the
aggregate Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus such
Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar Revolving
Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments) of the
Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s Pro Rata
Share (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as
a percentage of the Aggregate Dollar Revolving Credit Commitments) of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit Commitment. The Swing Line
Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly
after delivering such notice to the Administrative Agent. Each Dollar Revolving Credit Lender shall
make an amount equal to its Pro Rata Share (determined on the basis of the aggregate amount of its
Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit
Commitments) of the amount specified in such Committed Loan Notice available to the Administrative
Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s
Office for Dollar denominated payments not later than 1:00 p.m. on the day specified in such
Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Dollar Revolving Credit
Lender that so makes funds available shall be deemed to have made a Dollar Revolving Credit Loan
that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the
funds so received to the Swing Line Lender.




          (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Dollar Revolving
Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted
by the Swing Line Lender as set forth therein shall be deemed to be a request by the Swing Line
Lender that each of the Dollar Revolving Credit Lenders fund its risk participation in the relevant
Swing Line Loan and each Dollar Revolving Credit Lender’s payment to the Administrative Agent for
the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in
respect of such participation.









 



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          (iii) If any Dollar Revolving Credit Lender fails to make available to the Administrative
Agent for the account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the Swing
Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect.
A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest
error.




          (iv) Each Dollar Revolving Credit Lender’s obligation to make Dollar Revolving Credit Loans or
to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the
Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence
or continuance of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided that each Dollar Revolving Credit Lender’s obligation to
make Dollar Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions
set forth in Section 4.03. No such funding of risk participations shall relieve or otherwise impair
the obligation of the Borrower to repay Swing Line Loans, together with interest as provided
herein.



          (d) Repayment of Participations.




          (i) At any time after any Dollar Revolving Credit Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share
(determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment as a
percentage of the Aggregate Dollar Revolving Credit Commitments) of such payment (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such
Lender’s risk participation was funded and any differential in the interest payable to such Lender
attributable to the Applicable Rate for such Lender’s risk participation as an Extended Dollar
Revolving Credit Lender or a Non-Extended Dollar Revolving Credit Lender, as the case may be) in
the same funds as those received by the Swing Line Lender.




          (ii) If any payment received by the Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by the Swing Line Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement entered into by the
Swing Line Lender in its discretion), each Dollar Revolving Credit Lender shall pay
to the Swing Line









 



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Lender its Pro Rata Share (determined on the basis of the aggregate amount of its Dollar
Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit
Commitments and appropriately adjusted, in the case of interest payments to reflect any
differential in the interest payable to such Lender attributable to the Applicable Rate
for such Lender’s risk participation as an Extended Revolving Credit Lender or a
Non-Extended Revolving Credit Lender, as the case may be) thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned, at a rate per annum equal to the applicable Overnight Rate. The
Administrative Agent will make such demand upon the request of the Swing Line Lender.



          (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for
invoicing the Borrower for interest on the Swing Line Loans. Until each Dollar Revolving Credit
Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance
such Lender’s Pro Rata Share (determined on the basis of the aggregate amount of its Dollar
Revolving Credit Commitment as a percentage of the Aggregate Dollar Revolving Credit Commitments)
of any Swing Line Loan, interest in respect of such Pro Rata Share (determined on the basis of the
aggregate amount of its Dollar Revolving Credit Commitment as a percentage of the Aggregate Dollar
Revolving Credit Commitments) shall be solely for the account of the Swing Line Lender.




          (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal
and interest in respect of the Swing Line Loans directly to the Swing Line Lender.





          SECTION 2.05. Prepayments.



          (a) Optional.





          (i) The Borrower may, upon notice to the Administrative Agent, at any time or from
time to time voluntarily prepay Term Loans of any Class, Revolving Credit Loans of any
Class and Non-Extended Synthetic L/C Loans in whole or in part without premium or penalty;
provided that (A) no prepayment of the Extended Tranche B Dollar Term Loans shall be made
pursuant to this paragraph unless the remaining Non-Extended Tranche B Dollar Term Loans,
if any, shall be prepaid at least ratably, (B) no prepayment of the Extended Euro Term
Loans shall be made pursuant to this paragraph unless the remaining Non-Extended Euro Term
Loans, if any, shall be prepaid at least ratably, (C) no prepayment of the Extended Dollar
Revolving Credit Loans shall be made pursuant to this paragraph unless the remaining
Non-Extended Dollar Revolving Credit Loans, if any, shall be prepaid at least ratably, (D)
no prepayment of the Extended Alternative Currency Revolving Credit Loans shall be made
pursuant to this paragraph unless the remaining Non-Extended Alternative Currency Revolving
Credit Loans, if any, shall be prepaid at least ratably, (E) no prepayment of the Tranche S
Term Loans shall be made pursuant to this paragraph unless (1) the Extended Synthetic L/C
Commitments are reduced in a









 



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like amount and (2) the Non-Extended Synthetic L/C Commitments are reduced at least ratably and (F)
prepayments of Non-Extended Synthetic L/C Loans shall comply with clause (v) below; provided
further that (1) such notice must be received by the Administrative Agent not later than 12:00 p.m.
(New York, New York time or London, England time in the case of Loans denominated in an Alternative
Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of Eurocurrency
Rate Loans denominated in an Alternative Currency and (C) on the date of prepayment of Base Rate
Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of (x)
$2,500,000 or a whole multiple of $500,000 in excess thereof in the case of Tranche B Dollar Term
Loans, (y) €2,500,000 or a whole multiple of €500,000 in excess thereof in the case of Euro Term
Loans or Alternative Currency Revolving Credit Loans denominated in Euros or (z) £2,500,000 or a
whole multiple of £500,000 in excess thereof in the case of Alternative Currency Revolving Credit
Loans denominated in Sterling; and (3) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the
entire principal amount thereof then outstanding (it being understood that Base Rate Loans shall be
denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment
and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify
each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro
Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all
accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.
Each prepayment of principal of, and interest on, Alternative Currency Revolving Credit Loans shall
be made in the relevant Alternative Currency (even if the Borrower is required to convert currency
to do so). Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the
Appropriate Lenders in accordance with their respective Pro Rata Shares.




          (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative
Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part
without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any
such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000
in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment. If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. All Swing Line Loans shall be denominated
in Dollars only.









 



105



          (iii) Notwithstanding anything to the contrary contained in this Agreement, the
Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if
such prepayment would have resulted from a refinancing of all of the Facilities, which
refinancing shall not be consummated or shall otherwise be delayed.




          (iv) Each voluntary prepayment of Term Loans of any Class pursuant to this Section
2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07 as
directed by the Borrower.




          (v) Voluntary prepayments of Non-Extended Synthetic L/C Loans made other than in
connection with a corresponding reduction of the Non-Extended Synthetic L/C Commitments
shall be made to the Administrative Agent, which shall promptly remit the same to the
Credit-Linked Deposit Account for the ratable account of the Non-Extended Synthetic L/C
Lenders (it being understood that, thereafter, such amounts will be available to reimburse
the Synthetic L/C Issuer in accordance with Section 2.03); provided that no such
prepayment and remittance to the Credit-Linked Deposit Account may be made unless the
Borrower shall simultaneously make a ratable deposit in the Tranche S Collateral Account.



          (b) Mandatory. The provisions of this paragraph (b) shall not apply to the Tranche S Term
Loans, and each reference in this paragraph (b) to “Term Loans” shall accordingly be deemed to
exclude the Tranche S Term Loans.





          (i) Within five (5) Business Days after financial statements have been delivered
pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered
pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate Dollar
Amount of Term Loans equal to (A) 100% (such percentage as it may be reduced as described
below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by
such financial statements (commencing with the fiscal year ended December 31, 2007)
minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal
year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year
to the extent the Revolving Credit Commitments are voluntarily permanently reduced by the
amount of such payments, in the case of each of the immediately preceding clauses (i) and
(ii), to the extent such prepayments are not funded with the proceeds of Indebtedness;
provided that (x) if the First Lien Leverage Ratio for any fiscal year ended after the
Fourth Amendment and Restatement Effective Date and on or prior to December 31, 2013, is
less than 3.60:1, the ECF Percentage for such fiscal year shall be 50%, (y) if the First
Lien Leverage Ratio for the fiscal year ended December 31, 2014, is less than 3.45:1, the
ECF Percentage for such fiscal year shall be 50% and (z) if the First Lien Leverage Ratio
for any fiscal year ended after December 31, 2014, is less than 3.25:1, the ECF Percentage
for such fiscal year shall be 50%; provided further that if the Minimum Cash as of the end
of such fiscal year after giving pro forma effect to such prepayment of Term Loans
would be less than the Minimum Amount on









 



106



such date, the amount of prepayments required pursuant to this sentence shall be reduced such that
after giving pro forma effect to such prepayment of Term Loans, the Minimum Cash as of the end of
such fiscal year would be equal to the Minimum Amount on such date (except for any difference in a
de minimis amount to the extent necessary because of minimum repayment or repurchase amounts or
similar requirements). In the event that the ECF Percentage for any fiscal year is 50%, within five
(5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and
the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower
shall (1) cause to be prepaid an aggregate Dollar Amount of Term Loans and/or (2) prepay, retire,
redeem, purchase, defease or otherwise satisfy Senior Notes and/or 2016 Senior Notes from (other
than in the case of ratable redemptions) Persons other than 5% Shareholders at prices no greater
than par plus any redemption premium and accrued and unpaid interest, in an aggregate amount equal
to (A) 50% of Excess Cash Flow, if any, for such fiscal year minus, to the extent not
deducted from the application of Excess Cash Flow in the immediately preceding sentence, (B) the
sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary
prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit
Commitments are voluntarily permanently reduced by the amount of such payments, in the case of each
of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded
with the proceeds of Indebtedness; provided that if the Minimum Cash as of the end of such fiscal
year after giving pro forma effect to (1) the prepayment of Term Loans pursuant to the immediately
prior sentence, (2) the prepayment of Term Loans pursuant to this sentence and/or (3) the
prepayment, retirement, redemption, purchase, defeasance or other satisfaction of Senior Notes
and/or 2016 Senior Notes pursuant to this sentence would be less than the Minimum Amount on such
date, the amount of prepayments and/or retirements, redemptions, purchases, defeasances or other
satisfaction required pursuant to this sentence shall be reduced such that after giving pro forma
effect to such actions, the Minimum Cash as of the end of such fiscal year would be equal to the
Minimum Amount on such date (except for any difference in a de minimis amount to the extent
necessary because of minimum repayment or repurchase amounts or similar requirements).




          (ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property
or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b),
(c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party),
(e), (g) or (h)) or (y) any Casualty Event occurs, which in the aggregate results in the
realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash
Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business
Days (but in the case of a Disposition effected pursuant to Section 7.05(p), five (5) Business
Days) after the date of the realization or receipt of such Net Cash Proceeds an aggregate Dollar
Amount of Term Loans equal to 100% (or, in the case of a Disposition made solely pursuant to
Section 7.05(o), such lesser percentage of Net Cash Proceeds as may be
specified in









 



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Section 7.05(o) with respect to such Disposition) of all Net Cash Proceeds realized or received;
provided that, other than in the case of a Disposition made pursuant to Section 7.05(n) or
7.05(p), no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect
to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date,
given written notice to the Administrative Agent of its intent to reinvest in accordance with
Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and
is then continuing).




          (B) With respect to any Net Cash Proceeds realized or received with respect to any
Disposition (other than (I) any Disposition specifically excluded from the application of
Section 2.05(b)(ii)(A) or (II) any Disposition pursuant to Section 7.05(n) or 7.05(p)) or
any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any
portion of such Net Cash Proceeds in assets useful for the business of Holdings and/or its
Subsidiaries within (x) fifteen (15) months following receipt of such Net Cash Proceeds or
(y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash
Proceeds within fifteen (15) months following receipt thereof, within one hundred and
eighty (180) days of the date of such legally binding commitment; provided that (i) so
long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall
not be permitted to make any such reinvestments (other than pursuant to a legally binding
commitment that the Borrower entered into at a time when no Event of Default is
continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been
previously applied to prepay Revolving Credit Loans to the prepayment of Term Loans until
such time as the relevant investment period has expired and no Event of Default is
continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so
reinvested at any time after delivery of a notice of reinvestment election, an amount
equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after
the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to
be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this
Section 2.05(b).




          (iii) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any
Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the
Borrower shall cause to be prepaid an aggregate Dollar Amount of Term Loans equal to 100% of all
Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after
the receipt of such Net Cash Proceeds.




          (iv) If for any reason the aggregate Dollar Revolving Credit Exposures at any time exceed the
aggregate Dollar Revolving Credit Commitments then in effect (including as a result of the
termination of the Non-Extended Dollar Revolving Credit Commitments on the Maturity Date thereof),
the Borrower shall promptly (and, in the case of an excess caused
by the









 



108



termination of the Non-Extended Dollar Revolving Credit Commitments on the Maturity Date thereof,
not later than such Maturity Date) prepay or cause to be promptly prepaid Dollar Revolving Credit
Loans and Swing Line Loans and/or Cash Collateralize the Dollar Revolving L/C Obligations in an
aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash
Collateralize the Dollar Revolving L/C Obligations pursuant to this Section 2.05(b)(iv) unless,
after the prepayment in full of the Dollar Revolving Credit Loans and Swing Line Loans, the
aggregate Dollar Revolving Credit Exposures exceed the aggregate Dollar Revolving Credit
Commitments then in effect. If for any reason the aggregate Alternative Currency Revolving Credit
Exposures at any time exceed the aggregate Alternative Currency Revolving Credit Commitments then
in effect (including as a result of the termination of the Non-Extended Alternative Currency
Revolving Credit Commitments on the Maturity Date thereof), the Borrower shall promptly (and, in
the case of an excess caused by the termination of the Non-Extended Dollar Revolving Credit
Commitments on the Maturity Date thereof, not later than such Maturity Date) prepay or cause to be
promptly prepaid Alternative Currency Revolving Credit Loans and/or Cash Collateralize the
Alternative Currency Revolving L/C Obligations in an aggregate amount equal to such excess;
provided that the Borrower shall not be required to Cash Collateralize the Alternative Currency
Revolving L/C Obligations pursuant to this Section 2.05(b)(iv) unless, after the prepayment in full
of the Alternative Currency Revolving Credit Loans, the aggregate Alternative Currency Revolving
Credit Exposures exceed the aggregate Alternative Currency Revolving Credit Commitments then in
effect. If for any reason, at any time during the five (5) Business Day period immediately
preceding the Maturity Date for the Non-Extended Dollar Revolving Credit Commitments, (x) the
Non-Extended Dollar Revolving Credit Lenders’ Allocable Revolving Share of the Dollar Revolving
Credit Exposures attributable to Dollar Revolving L/C Obligations and Swing Line Obligations
exceeds (y) the amount of the Extended Dollar Revolving Credit Commitments minus the Extended
Dollar Revolving Credit Lenders’ Allocable Revolving Share of the total Dollar Revolving Credit
Exposures of all Lenders at such time, then the Borrower shall promptly (and in no event later than
the Maturity Date for the Non-Extended Revolving Credit Commitments) prepay or cause to be promptly
prepaid Dollar Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the Dollar
Revolving L/C Obligations in an aggregate amount necessary to eliminate such excess; provided that
the Borrower shall not be required to Cash Collateralize the Dollar Revolving L/C Obligations
pursuant to this sentence unless after the prepayment in full of the Dollar Revolving Credit Loans
and Swing Line Loans such excess has not been eliminated. If for any reason, at any time during the
five (5) Business Day period immediately preceding the Maturity Date for the Non-Extended
Alternative Currency Revolving Credit Commitments, (x) the Non-Extended Alternative Currency
Revolving Credit Lenders’ Allocable Revolving Share of the Alternative Currency Revolving Credit
Exposures attributable to Alternative Currency Revolving L/C Obligations exceeds (y) the amount of
the Extended Alternative Currency Revolving Credit Commitments minus the
Extended









 



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Alternative Currency Revolving Credit Lenders’ Allocable Revolving Share of the total Alternative
Currency Revolving Credit Exposures of all Lenders at such time, then the Borrower shall promptly
(and in no event later than the Maturity Date for the Non-Extended Revolving Credit Commitments)
prepay or cause to be promptly prepaid Alternative Currency Revolving Credit Loans and/or Cash
Collateralize the Alternative Currency Revolving L/C Obligations in an aggregate amount necessary
to eliminate such excess; provided that the Borrower shall not be required to Cash Collateralize
the Alternative Currency Revolving L/C Obligations pursuant to this sentence unless after the
prepayment in full of the Alternative Currency Revolving Credit Loans such excess has not been
eliminated.




          (v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be allocated among
the Classes of Term Loans on a ratable basis and, within each Class of Term Loans, shall be applied
in direct order of maturity to repayments thereof required pursuant to Section 2.07; and each such
prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject
to clause (vi) of this Section 2.05(b). Prior to the Maturity Date with respect to the Non-Extended
Dollar Revolving Credit Commitments, each prepayment of Dollar Revolving Credit Loans and Swing
Line Loans pursuant to this Section 2.05(b) shall be allocated among the Extended Dollar Revolving
Credit Lenders and the Non-Extended Dollar Revolving Credit Lenders on a ratable basis and within
each such Class of Lenders on a ratable basis. From and after the Maturity Date with respect to the
Non-Extended Dollar Revolving Credit Commitments, each prepayment of Dollar Revolving Credit Loans
and Swing Line Loans pursuant to this Section 2.05(b) shall be allocated among the Extended Dollar
Revolving Credit Lenders on a ratable basis. Prior to the Maturity Date with respect to the
Non-Extended Alternative Currency Revolving Credit Commitments, each prepayment of Alternative
Currency Revolving Credit Loans pursuant to this Section 2.05(b) shall be allocated among the
Extended Alternative Currency Revolving Credit Lenders and the Non-Extended Alternative Currency
Revolving Credit Lenders on a ratable basis and within each such Class of Lenders on a ratable
basis. From and after the Maturity Date with respect to the Non-Extended Alternative Currency
Revolving Credit Commitments, each prepayment of Alternative Currency Revolving Credit Loans
pursuant to this Section 2.05(b) shall be allocated among the Extended Alternative Currency
Revolving Credit Lenders on a ratable basis.




          (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment
of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at
least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify
the date of such prepayment and provide a reasonably detailed calculation of the amount of such
prepayment. The Administrative Agent will promptly notify each
Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate
Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject all or
a portion of its Pro Rata Share of any mandatory









 



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prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this
Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the
Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business
Day after the date of such Lender’s receipt of notice from the Administrative Agent
regarding such prepayment; provided that any Rejection Notice may be rejected by the
Borrower by 5:00 p.m. (New York time) on the day of its receipt and shall thereupon become
ineffective. Each Rejection Notice from a given Lender shall specify the principal amount
of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails
to deliver a Rejection Notice to the Administrative Agent within the time frame specified
above or such Rejection Notice fails to specify the principal amount of the Term Loans to
be rejected, any such failure will be deemed an acceptance of the total amount of such
mandatory repayment of Term Loans. In the event a Lender rejects all or any portion of its
Pro Rata Share of any mandatory prepayment of Term Loans required pursuant to clauses (i)
through (iii) of this Section 2.05(b), the rejected portion of such Lender’s Pro Rata
Share of such prepayment shall be retained by the Borrower.




          (vii) Notwithstanding any of the other provisions of
Section 2.05(b) (other than clause (b)(iv)), so long as no Event of Default shall have
occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be
made under this Section 2.05(b) (other than pursuant to such clause (b)(iv)) other than on
the last day of the Interest Period therefor, the Borrower may, in its sole discretion,
deposit the amount of any such prepayment otherwise required to be made thereunder into a
Cash Collateral Account until the last day of such Interest Period, at which time the
Administrative Agent shall be authorized (without any further action by or notice to or
from the Borrower or any other Loan Party) to apply such amount to the prepayment of such
Loans in accordance with this Section 2.05(b). Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent shall also be authorized
(without any further action by or notice to or from the Borrower or any other Loan Party)
to apply such amount to the prepayment of the outstanding Loans in accordance with this
Section 2.05(b).



          (c) Interest, Funding Losses, Etc. All prepayments under
this
Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of
any such prepayment of a Eurocurrency Rate Loan (other than a Non-Extended Synthetic L/C Loan to
the extent such prepayment is applied to increase the Credit-Linked Deposits) on a date other than
the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency
Rate Loan pursuant to Section 3.05.





          SECTION 2.06. Termination or Reduction of Commitments and Credit-Linked Deposits.



          (a) Optional. The Borrower may, upon written notice
to the
Administrative Agent, terminate the unused Commitments of any Class, or from time to time
permanently reduce the unused Commitments of any Class; provided that (A) until











 



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the Non-Extended Dollar Revolving Credit Commitments shall have been terminated or expired, no
termination or reduction of Extended Dollar Revolving Credit Commitments shall be made pursuant to
this paragraph unless the Non-Extended Dollar Revolving Credit Commitments are terminated or
reduced on a ratable basis, (B) until the Non-Extended Alternative Currency Revolving Credit
Commitments shall have been terminated or expired, no termination or reduction of Extended
Alternative Currency Revolving Credit Commitments shall be made pursuant to this paragraph unless
the Non-Extended Alternative Currency Revolving Credit Commitments are terminated or reduced on a
ratable basis, (C) no termination or reduction of Extended Synthetic L/C Commitments shall be made
pursuant to this paragraph unless the Tranche S Term Loans are prepaid in a like amount and (D)
until the Non-Extended Synthetic L/C Commitments shall have been terminated or expired, no
termination or reduction of the Extended Synthetic L/C Commitments shall be made pursuant to this
paragraph unless the remaining Non-Extended Synthetic L/C Commitments shall be reduced at least
ratably; provided further that (i) any such notice shall be received by the Administrative Agent
three (3) Business Days prior to the date of termination or reduction (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction
shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof,
(iii) if, after giving effect to any reduction of the Commitments, the Dollar Revolving Letter of
Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit
Facility, such sublimit shall be automatically reduced by the amount of such excess and (iv) the
Borrower shall not terminate or reduce the Synthetic L/C Commitments of any Class if (x) the
aggregate amount of the Synthetic L/C Exposures of such Class would exceed the aggregate amount of
the Synthetic L/C Commitments of such Class or (y) the aggregate amount of the Synthetic L/C
Exposures would exceed the aggregate amount of the Synthetic L/C Commitments. Subject to clause
(iii) above, the amount of any such Commitment reduction shall not be applied to the Dollar
Revolving Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the
Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of
termination of the Commitments if such termination would have resulted from a refinancing of all of
the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.




          (b) Mandatory. The Non-Extended Revolving Credit Commitments shall terminate on the Maturity
Date applicable to the Non-Extended Revolving Credit Facilities. The Extended Revolving Credit
Commitments shall terminate on the Maturity Date applicable to the Extended Revolving Credit
Facilities. The Synthetic L/C Commitments of any Class shall terminate on the Maturity Date
applicable to the Synthetic L/C Facility of such Class.




          (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will
promptly notify the Lenders of any termination or reduction of unused portions of the Dollar
Revolving Letter of Credit Sublimit, or the Swing Line Sublimit or the unused Commitments of any
Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the
Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share
of the amount by which such












 



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Commitments are reduced (other than the termination of the Commitment of any Lender as provided in
Section 3.07).




          (d) Credit-Linked Deposits and Tranche S Collateral Account.





          (i) Concurrently with each optional reduction of the Aggregate Non-Extended Synthetic
L/C Commitments pursuant to and in accordance with Section 2.06(a) (other than any such
reduction to zero), the Administrative Agent shall withdraw from the Credit-Linked Deposit
Account and pay to each Non-Extended Synthetic L/C Lender such Lender’s Non-Extended
Synthetic L/C Percentage of its Pro Rata Share (determined on the basis of its
Non-Extended Synthetic L/C Commitment as a percentage of the Aggregate Non-Extended
Synthetic L/C Commitments) of any amount by which the sum of (A) the Credit-Linked
Deposits credited to the account of the Non-Extended Synthetic L/C Lenders plus (B) the
aggregate principal amount of the Non-Extended Synthetic L/C Loans would exceed, after
giving effect to such reduction of the Aggregate Non-Extended Synthetic L/C Commitments,
the greater of the Aggregate Non-Extended Synthetic L/C Commitments and the aggregate
amount of the Non-Extended Synthetic L/C Exposures.




          (ii) Concurrently with any termination or reduction of the Aggregate Non-Extended
Synthetic L/C Commitments to zero pursuant to and in accordance with this Section 2.06 or
Article VIII, the Administrative Agent shall withdraw from the Credit-Linked Deposit
Account and pay to each Non-Extended Synthetic L/C Lender such Lender’s Pro Rata Share
(determined on the basis of its Non-Extended Synthetic L/C Commitment as a percentage of
the Aggregate Non-Extended Synthetic L/C Commitments) of the excess at such time of the
aggregate amount of the Credit-Linked Deposits credited to the account of the Non-Extended
Synthetic L/C Lenders over the Non-Extended Synthetic L/C Exposure (excluding any portion
thereof attributable to Non-Extended Synthetic L/C Loans).




          (iii) Concurrently with each optional termination or reduction of the Aggregate
Extended Synthetic L/C Commitments pursuant to and in accordance with Section 2.06(a), the
Synthetic L/C Issuer shall release to the Borrower from the Tranche S Collateral Account
funds in an amount equal to the amount of such reduction, but only to the extent that,
after giving effect thereto, the aggregate amount of the Extended Synthetic L/C Exposures
(determined without giving effect to the proviso contained in the definition of “Extended
Synthetic L/C Exposure”) would not exceed the Tranche S Collateral Account Amount.



          (e) Termination of the Non-Extended Revolving Credit Commitments. On the Maturity Date of the
Non-Extended Dollar Revolving Credit Commitments, the Non- Extended Dollar Revolving Credit
Commitments will terminate and the Non-Extended Dollar Revolving Credit Lenders will have no
further obligation to make Dollar Revolving Credit Loans to the Borrower pursuant to Section
2.01(c)(i), purchase or fund











 



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participations in Dollar Revolving L/C Obligations or purchase or fund participations in Swing Line
Loans; provided that (x) the foregoing will not release any Non-Extended Dollar Revolving Credit
Lender from any such obligation to make Dollar Revolving Credit Loans, purchase or fund
participations in Dollar Revolving L/C Obligations or purchase or fund participations in Swing Line
Loans that was required to be performed on or prior to the Maturity Date of the Non-Extended Dollar
Revolving Credit Commitments and (y) the foregoing will not release any such Non-Extended Dollar
Revolving Credit Lender from any such obligation to fund its portion of Dollar Revolving L/C
Obligations or participations in Swing Line Loans existing on the Maturity Date of the Non-Extended
Dollar Revolving Credit Commitments if on such Maturity Date any Specified Default or event, act or
condition which with notice or lapse of time or both would constitute a Specified Default until
such Specified Default or event, act or condition ceases to exist. Unless clause (y) of the proviso
in the immediately preceding sentence is applicable, on and after the Maturity Date of the
Non-Extended Dollar Revolving Credit Commitments, the Extended Dollar Revolving Credit Lenders (and
so long as clause (y) of the proviso in the second preceding sentence is applicable, the
Non-Extended Dollar Revolving Credit Lenders) will be required, in accordance with their Pro Rata
Shares (determined on the basis of the aggregate amount of its Dollar Revolving Credit Commitment
as a percentage of the Aggregate Dollar Revolving Credit Commitments), to fund Unreimbursed Amounts
in respect of Dollar Revolving Letters of Credit arising on or after such date pursuant to Section
2.03(c) and fund participations in Swing Line Loans at the request of the Swing Line Lender on and
after such date, regardless of whether any Default existed on the Maturity Date of the Non-Extended
Dollar Revolving Credit Commitments; provided that the Dollar Revolving Credit Exposures of each
Extended Dollar Revolving Credit Lender does not exceed such Lender’s Extended Dollar Revolving
Credit Commitment. In the event that a Specified Default or event, act or condition which with
notice or lapse of time or both would constitute a Specified Default exists on the Maturity Date
with respect to Non-Extended Dollar Revolving Credit Commitments, until such Specified Default or
event, act or condition ceases to exist, for purposes of determining a Dollar Revolving Credit
Lender’s Pro Rata Share for purposes of Section 2.03(c) and 2.04 and its Allocable Revolving Share
for purposes of Section 2.03(g), such Non-Extended Dollar Revolving Lender’s Dollar Revolving
Credit Commitment shall be deemed to be the Dollar Revolving Credit Commitment of such Lender
immediately prior to the termination thereof on such Maturity Date. On the Maturity Date of the
Non-Extended Alternative Currency Revolving Credit Commitments, the Non-Extended Alternative
Currency Revolving Credit Commitments will terminate and the Non-Extended Alternative Currency
Revolving Credit Lenders will have no further obligation to make Alternative Currency Revolving
Credit Loans to the Borrower pursuant to Section 2.01(c)(i) or purchase or fund participations in
Alternative Currency Revolving L/C Obligations; provided that (x) the foregoing will not release
any Non-Extended Alternative Currency Revolving Credit Lender from any such obligation to make
Alternative Currency Revolving Credit Loans or purchase or fund participations in Alternative
Currency Revolving L/C Obligations that was required to be performed on or prior to the Maturity
Date of the Non-Extended Alternative Currency Revolving Credit Commitments and (y) the foregoing
will not release any such Non-Extended Alternative Currency Revolving














 



114



Credit Lender from any such obligation to fund its portion of Alternative Currency Revolving L/C
Obligations existing on the Maturity Date of the Non-Extended Alternative Currency Revolving Credit
Commitments if on such Maturity Date any Specified Default or event, act or condition which with
notice or lapse of time or both would constitute a Specified Default until such Specified Default
or event, act or condition ceases to exist. Unless clause (y) of the proviso in the immediately
preceding sentence is applicable, on and after the Maturity Date of the Non-Extended Alternative
Currency Revolving Credit Commitments, the Extended Alternative Currency Revolving Lenders (and so
long as clause (y) of the proviso in the second preceding sentence is applicable, the Non-Extended
Alternative Currency Revolving Credit Lenders) will be required, in accordance with their Pro Rata
Shares (determined on the basis of the aggregate amount of its Alternative Currency Revolving
Credit Commitment as a percentage of the Aggregate Alternative Currency Revolving Credit
Commitments), to fund Unreimbursed Amounts in respect of Alternative Currency Revolving Letters of
Credit arising on or after such date pursuant to Section 2.03(c), regardless of whether any Default
existed on the Maturity Date of the Non-Extended Alternative Currency Revolving Credit Commitments;
provided that the Alternative Currency Revolving Credit Exposures of each Extended Alternative
Currency Revolving Credit Lender does not exceed such Lender’s Extended Alternative Currency
Revolving Credit Commitment. In the event that a Specified Default or event, act or condition which
with notice or lapse of time or both would constitute a Specified Default exists on the Maturity
Date with respect to Non-Extended Alternative Currency Revolving Credit Commitments, until such
Specified Default or event, act or condition ceases to exist, for purposes of determining an
Alternative Currency Revolving Credit Lender’s Pro Rata Share for purposes of Section 2.03(c) and
its Allocable Revolving Share for purposes of Section 2.03(g), such Non-Extended Alternative
Currency Revolving Lender’s Alternative Currency Revolving Credit Commitment shall be deemed to be
the Alternative Currency Revolving Credit Commitment of such Lender immediately prior to the
termination thereof on such Maturity Date.





          SECTION 2.07. Repayment of Loans.



          (a) Tranche B Dollar Term Loans.





          (i) The Borrower shall repay to the Administrative Agent for the ratable account of
the Extended Tranche B Dollar Term Lenders (A) on the last Business Day of each March,
June, September and December, commencing with the last Business Day of December 2010, an
aggregate amount in Dollars equal to 0.25% of the aggregate principal amount of all
Extended Tranche B Dollar Term Loans outstanding on the Third Amendment and Restatement
Effective Date (which payments shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on
the Maturity Date for the Extended Tranche B Dollar Term Loans, the aggregate principal
amount of all Extended Tranche B Dollar Term Loans outstanding on such date.









 



115



          (ii) The Borrower shall repay to the Administrative Agent for the ratable account of
the Non-Extended Tranche B Dollar Term Lenders (A) on the last Business Day of each March,
June, September and December, an aggregate amount in Dollars equal to (x) the amount that
would have been due on such date in respect of the Existing Tranche B Dollar Term Loans
pursuant to Section 2.07(a) of the Second Amended and Restated Credit Agreement multiplied
by (y) a fraction the numerator of which is the Dollar Amount of the Non-Extended Tranche B
Dollar Term Loans as of the Third Amendment and Restatement Effective Date and the
denominator of which is the Dollar Amount of all the Tranche B Dollar Term Loans as of the
Third Amendment and Restatement Effective Date (which payments shall be reduced as a result
of the application of prepayments in accordance with the order of priority set forth in
Section 2.05) and (B) on the Maturity Date for the Non-Extended Tranche B Dollar Term
Loans, the aggregate principal amount of all Non-Extended Tranche B Dollar Term Loans
outstanding on such date.



          (b) Euro Term Loans.





          (i) The Borrower shall repay to the Administrative Agent for the ratable account of
the Extended Euro Term Lenders (A) on the last Business Day of each March, June, September
and December, commencing with the last Business Day of December 2010, an aggregate amount
in Euros equal to 0.25% of the aggregate principal amount of all Extended Euro Term Loans
outstanding on the Third Amendment and Restatement Effective Date (which payments shall be
reduced as a result of the application of prepayments in accordance with the order of
priority set forth in Section 2.05) and (ii) on the Maturity Date for the Extended Euro
Term Loans, the aggregate principal amount of all Extended Euro Term Loans outstanding on
such date.




          (ii) The Borrower shall repay to the Administrative Agent for the ratable account of
the Non-Extended Euro Term Lenders (A) on the last Business Day of each March, June,
September and December, an aggregate amount in Euros equal to (x) the amount that would
have been due on such date in respect of the Existing Euro Term Loans pursuant to Section
2.07(b) of the Second Amended and Restated Credit Agreement multiplied by (y) a fraction
the numerator of which is the aggregate amount of the Non-Extended Euro Term Loans as of
the Third Amendment and Restatement Effective Date and the denominator of which is the
aggregate amount of all the Euro Term Loans as of the Third Amendment and Restatement
Effective Date (which payments shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on
the Maturity Date for the Non-Extended Euro Term Loans, the aggregate principal amount of
all Non-Extended Euro Term Loans outstanding on such date.



          (c) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the
ratable account of the Appropriate Lenders (i) on the Maturity Date for the Non-Extended
Revolving Credit Commitments, the aggregate











 



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principal amount of all the Non-Extended Revolving Credit Loans outstanding on such date and (ii)
on the Maturity Date for the Extended Revolving Credit Commitments, the aggregate principal amount
of all the Extended Revolving Credit Loans outstanding on such date.




          (d) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur
of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date
applicable to the Extended Dollar Revolving Credit Facility.




          (e) Tranche S Term Loans and Non-Extended Synthetic L/C Loans. The Borrower shall repay to the
Administrative Agent (i) on the Maturity Date for the Extended Synthetic L/C Facility, for the
ratable account of the Extended Synthetic L/C Lenders, the aggregate principal amount of all
Tranche S Term Loans outstanding on such date and (ii) on the Maturity Date for the Non-Extended
Synthetic L/C Facility, for the ratable account of the Non-Extended Synthetic L/C Lenders, the
aggregate principal amount of all Non-Extended Synthetic L/C Loans outstanding on such date.




          (f) For the avoidance of doubt, all Loans shall be repaid, whether pursuant to this Section
2.07 or otherwise, in the currency in which they were made.





          SECTION 2.08. Interest.



          (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (other than
a Non-Extended Synthetic L/C Loan) shall bear interest on the outstanding principal amount thereof
for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest
Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which
is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory
Cost; (ii) each Base Rate Loan (other than a Swing Line Loan or a Non-Extended Synthetic L/C Loan)
shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan
shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Rate for Dollar Revolving Credit
Loans (for such purpose, using the Applicable Rate for Non-Extended Revolving Credit Loans with
respect to a portion of the principal amount of such Swing Line Loan equal to the Allocable
Revolving Share of the Non-Extending Revolving Credit Lenders of the total principal amount of such
Swing Line Loan and the Applicable Rate for Extended Revolving Credit Loans with respect to a
portion of the principal amount of such Swing Line Loan equal to the Allocable Revolving Share of
the Extending Revolving Credit Lenders of the total principal amount of such Swing Line Loan); and
(iv) each Non-Extended Synthetic L/C Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period (or portion thereof) (which Interest Period shall be coincident
with the applicable Interest Period for the Credit-Linked Deposits) at a rate per annum equal to
the Eurocurrency Rate for the Credit-Linked Deposits plus the Applicable Rate for the Non-Extended
Tranche B Dollar Term Loans that are Eurocurrency Rate Loans. For the avoidance of doubt, each
Alternative Currency Revolving Credit Loan shall be a Eurocurrency Rate Loan.














 



117




          (b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.




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




          (d) Interest on each Loan shall be payable in the currency in which each Loan was made.





          SECTION 2.09. Fees. In addition to
certain fees
described in Sections 2.03(g) and (h):



          (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of (i)
each Non-Extended Dollar Revolving Credit Lender and each Extended Dollar Revolving Credit Lender
in accordance with its Pro Rata Share of the Non-Extended Dollar Revolving Credit Commitments and
the Extended Dollar Revolving Credit Commitments, respectively, a commitment fee equal to the
Applicable Rate with respect to commitment fees in respect of such Non-Extended Dollar Revolving
Credit Commitments or Extended Dollar Revolving Credit Commitments, as the case may be, times the
Allocable Revolving Share of the Non-Extended Dollar Revolving Credit Lenders or the Extended
Dollar Revolving Credit Lenders, as the case may be, of the actual daily amount by which the
aggregate Dollar Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of
Dollar Revolving Credit Loans and (B) the Outstanding Amount of Dollar Revolving L/C Obligations;
provided that any commitment fee accrued with respect to any of the Dollar Revolving Commitments of
a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and
unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a
Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and
payable by the Borrower prior to such time; provided further that no commitment fee shall accrue on
any of the Dollar Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall
be a Defaulting Lender and (ii) each Non-Extended Alternative Currency Revolving Credit Lender and
each Extended Alternative Currency Revolving Credit Lender in accordance with its Pro Rata Share of
the Non-Extended Alternative Currency Revolving Credit Commitments and the Extended Alternative
Currency Revolving Credit Commitments, respectively, a commitment fee equal to the Applicable Rate
with respect to commitment fees in respect of such Non-Extended Alternative Currency Revolving
Credit Commitments or Extended Alternative Currency Revolving Credit Commitments, as the case may
be, times the Allocable Revolving Share of the Non-Extended Alternative Currency Revolving Credit
Lenders or the Extended Alternative Currency Revolving Credit Lenders, as the case may be, of the
actual daily amount by which the aggregate Alternative Currency Revolving Credit Commitments
exceed the sum of (A) the Outstanding Amount of Alternative














 



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Currency Revolving Credit Loans and (B) the Outstanding Amount of Alternative Currency Revolving
L/C Obligations; provided that any commitment fee accrued with respect to any of the Alternative
Currency Revolving Commitments of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so
long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee
shall otherwise have been due and payable by the Borrower prior to such time; provided further
that no commitment fee shall accrue on any of the Alternative Currency Revolving Credit
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The
commitment fees shall accrue at all times from the Original Closing Date until the Maturity Date
for the Extended Revolving Credit Commitments, including at any time during which one or more of
the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with the first such date
to occur after the Original Closing Date, and on the Maturity Date for the Non-Extended Revolving
Credit Commitments (with respect to commitment fees accrued for the accounts of the Non-Extended
Revolving Credit Lenders) and the Maturity Date for the Extended Revolving Credit Commitments. The
commitment fee shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by
the Applicable Rate separately for each period during such quarter that such Applicable Rate was
in effect.




          (b) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each
Non-Extended Synthetic L/C Lender a facility fee equal to (i) the sum of (A) the Applicable Rate
with respect to Non-Extended Synthetic L/C facility fees and (B) the Credit-Linked Deposit Cost
Amount for the applicable period times (ii) the amount of such Lender’s Credit-Linked Deposit. The
facility fee shall accrue at all times from the First Amendment and Restatement Effective Date
until the Maturity Date for the Non-Extended Synthetic L/C Facility, including at any time during
which one or more of the conditions in Article IV is not met, and shall be due and payable on each
Interest Payment Date with respect to Credit-Linked Deposits, and on any date on which any
Credit-Linked Deposit is terminated and the funds therein returned to the Non-Extended Synthetic
L/C Lenders.




          (c) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately
agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed
between the Borrower and the applicable Agent).





          SECTION 2.10. Computation of Interest and Fees. All computations
of interest for Base Rate Loans when the Base Rate is determined by UBS AG,
Stamford Branch’s “prime rate” and for Alternative Currency Revolving Credit
Loans denominated in Sterling shall be made on the basis of a year of three
hundred and sixty-five (365) days and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a three hundred
and sixty (360) day year and actual days elapsed. Interest shall accrue on
each Loan for









 



119



the day on which the Loan is made, and shall not accrue on a Loan, or any
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 is made
shall, subject to Section 2.12(a), bear interest for one (1) day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.




          SECTION 2.11. Evidence of Indebtedness.



          (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and evidenced by one or more entries in the Register maintained
by the Administrative Agent, acting solely for purposes of Treasury Regulation Section
5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender shall be prima facie
evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent,
the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note
payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or
records. Any such Note evidencing a Revolving Credit Loan prior to the Fourth Amendment and
Restatement Effective Date may be exchanged, upon the request of the relevant Revolving Credit
Lender through the Administrative Agent and the surrender to the Administrative Agent of such
existing Note, for Notes that the Borrower will execute and deliver through the Administrative
Agent, evidencing the Extended Revolving Credit Loans and Non-Extended Revolving Credit Loans into
which such Revolving Credit Loan was converted on the Fourth Amendment and Restatement Effective
Date. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.




          (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and
the Administrative Agent shall maintain in accordance with its usual practice accounts or records
and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and
sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of
any conflict between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.




          (c) Entries made in good faith by the Administrative Agent in the Register pursuant to
Sections 2.11(a) and (b), and by each Lender in its account or accounts











 



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pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and
interest due and payable or to become due and payable from the Borrower to, in the case of the
Register, each Lender and, in the case of such account or accounts, such Lender, under this
Agreement and the other Loan Documents, absent manifest error; provided that the failure of the
Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect,
in the Register or such account or accounts shall not limit or otherwise affect the obligations of
the Borrower under this Agreement and the other Loan Documents.





          SECTION 2.12. Payments Generally.



          (a) All payments to be made by the Borrower shall be made without condition or deduction for
any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all
payments by the Borrower hereunder with respect to principal and interest on Loans denominated in
an Alternative Currency shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in such Alternative Currency and in Same Day Funds not later than 2:00 p.m. (London time) on the
dates specified herein. If, for any reason, the Borrower is prohibited by any Law from making any
required payment hereunder in an Alternative Currency, the Borrower shall make such payment in
Dollars in the Dollar Amount of the Alternative Currency payment amount. The Administrative Agent
will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.
All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in
Dollars, or (ii) after 2:00 p.m. (London time) in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.




          (b) If any payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be; provided that, if such extension
would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next
succeeding calendar month, such payment shall be made on the immediately preceding Business Day.




          (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the
date any payment is required to be made by it to the Administrative Agent hereunder, that the
Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent
may assume that the Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in Same Day Funds, then:





          (i) if the Borrower failed to make such payment, each Lender shall forthwith on
demand repay to the Administrative Agent the portion of such









 



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assumed payment that was made available to such Lender in Same Day Funds, together with
interest thereon in respect of each day from and including the date such amount was made
available by the Administrative Agent to such Lender to the date such amount is repaid to
the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to
time in effect; and




          (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in Same Day Funds, together with
interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. When such Lender makes payment to
the Administrative Agent (together with all accrued interest thereon), then such payment
amount (excluding the amount of any interest which may have accrued and been paid in
respect of such late payment) shall constitute such Lender’s Loan included in the
applicable Borrowing. If such Lender does not pay such amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor
upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent,
together with interest thereon for the Compensation Period at a rate per annum equal to the
rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to
relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights
which the Administrative Agent or the Borrower may have against any Lender as a result of
any default by such Lender hereunder.


A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing
under this Section 2.12(c) shall be conclusive, absent manifest error.




          (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made 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 Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest.




          (e) The obligations of the Lenders hereunder to make Loans, to fund the Credit-Linked Deposits
and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The
failure of any Lender to make any Loan, to fund a Credit-Linked Deposit or to fund any such
participation on any date required hereunder shall not relieve 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 so make its Loan, to fund its Credit-Linked Deposit or purchase its
participation.




          (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any
Loan or Credit-Linked Deposit in any particular place or manner or to











 



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constitute a representation by any Lender that it has obtained or will obtain the funds for any
Loan or Credit-Linked Deposit in any particular place or manner.




          (g) Whenever any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents is insufficient to pay in full all amounts due and payable to the
Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan
Documents on any date, such payment shall be distributed by the Administrative Agent and applied by
the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the
Administrative Agent receives funds for application to the Obligations of the Loan Parties under or
in respect of the Loan Documents under circumstances for which the Loan Documents do not specify
the manner in which such funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each of the Lenders in accordance with such
Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such
time and (b) the Outstanding Amount of all L/C Obligations (without duplication of the Tranche S
Term Loans) outstanding at such time, in repayment or prepayment of such of the outstanding Loans
or other Obligations then owing to such Lender.





          SECTION 2.13. Sharing of Payments. If, other than as expressly
provided elsewhere herein, any Lender shall obtain on account of the Loans made
by it, or the participations in L/C Obligations and Swing Line Loans held by
it, any payment (whether voluntary, involuntary, through the exercise of any
right of setoff, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans made by them and/or such subparticipations in the
participations in L/C Obligations or Swing Line Loans held by them, as the case
may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided that if all or any portion of such
excess payment is thereafter recovered from the purchasing Lender under any of
the circumstances described in Section 10.06 (including pursuant to any
settlement entered into by the purchasing Lender in its discretion), such
purchase shall to that extent be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender’s ratable share (according to the proportion of (i)
the amount of such paying Lender’s required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid
or payable by the purchasing Lender in respect of the total amount so
recovered, without further interest thereon. The Borrower agrees that any
Lender so purchasing a participation from another Lender may, to the fullest
extent permitted by applicable Law, exercise all its rights of payment
(including the right of setoff, but subject to Section 10.09) with respect









 



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to such participation as fully as if such Lender were the direct creditor of
the Borrower in the amount of such
participation. The
Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this
Section 2.13 and will in each case notify the Lenders following any such
purchases or repayments. Each Lender that
purchases a participation pursuant to this Section 2.13 shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of
the Obligations purchased to the same extent as though the purchasing Lender
were the original owner of the Obligations purchased.




          SECTION 2.14. [Intentionally Omitted].




          SECTION 2.15. Currency Equivalents.



          (a) The Administrative Agent shall determine the Dollar Amount of each Loan denominated in an
Alternative Currency and each L/C Obligation in respect of Letters of Credit denominated in an
Alternative Currency (i) in the case of any Euro Term Loan, as of the Original Closing Date and
(ii) otherwise, (A) as of the first day of each Interest Period applicable thereto and (B) as of
the end of each fiscal quarter of the Borrower, and shall promptly notify the Borrower and the
Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the
Exchange Rate (x) on the date of the related Borrowing Request for purposes of the initial such
determination for any Loan denominated in an Alternative Currency and (y) on the fourth Business
Day prior to the date as of which such Dollar Amount is to be determined, for purposes of any
subsequent determination.




          (b) If after giving effect to any such determination of a Dollar Amount, the aggregate
Outstanding Amount of the Alternative Currency Revolving Credit Loans and the Alternative Currency
Revolving L/C Obligations exceeds the aggregate Alternative Currency Revolving Credit Commitments
then in effect by 5% or more, the Borrower shall, within five (5) Business Days of receipt of
notice thereof from the Administrative Agent setting forth such calculation in reasonable detail,
prepay or cause to be prepaid outstanding Alternative Currency Revolving Credit Loans or take other
action (including, in the Borrower’s discretion, cash collateralization of Alternative Currency
Revolving L/C Obligations in amounts from time to time equal to such excess) to the extent
necessary to eliminate any such excess. Prior to the Maturity Date with respect to the Non-Extended
Alternative Currency Revolving Credit Commitments, each prepayment of Alternative Currency
Revolving Credit Loans or other action taken pursuant to this Section 2.15(b) shall be allocated
among the Extended Alternative Currency Revolving Credit Lenders and the Non-Extended Alternative
Currency Revolving Credit Lenders on a ratable basis and within each such Class of Lenders on a
ratable basis. From and after the Maturity Date with respect to the Non-Extended Alternative
Currency Revolving Credit Commitments, each prepayment of Alternative Currency Revolving Credit
Loans or other action taken pursuant to this Section 2.15(b)











 



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shall be allocated among the Extended Alternative Currency Revolving Credit Lenders on a
ratable basis.





          SECTION 2.16. Defaulting Lenders. Notwithstanding any provision of
this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting
Lender: (a) if any Swing Line Obligations or Revolving L/C Obligations exist at
the time a Lender becomes a Defaulting Lender then the Borrower shall within one
(1) Business Day following notice by the Administrative Agent (x) first, prepay
such Defaulting Lender’s Pro Rata Share of the Swing Line Obligations and (y)
second, Cash Collateralize such Defaulting Lender’s Pro Rata Share of the
Revolving L/C Obligations in accordance with the procedures set forth in Section
2.03(f) (with references therein to the Outstanding Amount of all Revolving L/C
Obligations, or similar terms, being deemed to refer instead to the Outstanding
Amount of such Defaulting Lender’s Pro Rata Share of all Revolving L/C
Obligations) for so long as such Revolving L/C Obligations are outstanding; and
(b) so long as any Lender is a Defaulting Lender, the Swing Line Lender shall
not be required to fund any Swing Line Loan and no Revolving L/C Issuer shall be
required to issue, amend or increase any Revolving Letter of Credit, unless it
is satisfied that the related exposure will be 100% covered (or in the case of
Cash Collateralization, 105% covered) as set forth in clause (a) above and as
the Administrative Agent, Swing Line Lender and any Revolving L/C Issuer may
otherwise reasonably require. The rights and remedies against a Defaulting
Lender under this Section 2.16 are in addition to other rights and remedies that
the Borrower, the Administrative Agent, each Revolving L/C Issuer, the Swing
Line Lender and the non-Defaulting Lenders may have against such Defaulting
Lender.




          SECTION 2.17. Revolving Credit Loan Modification Offers. (a) The
Borrower may, by written notice to the Administrative Agent from time to time,
make one or more offers (each, a “Revolving Credit Loan Modification Offer”) to
all the Revolving Credit Lenders of one or more Classes (each Class subject to
such a Loan Modification Offer, an “Affected Revolving Credit Class”) to make
one or more Permitted Amendments pursuant to procedures reasonably specified by
the Revolving Credit Loan Modification Offer Arranger and reasonably acceptable
to the Borrower. Such notice shall set forth (i) the terms and conditions of the
requested Permitted Amendment and (ii) the date on which such Permitted
Amendment is requested to become effective (which shall not be less than 10
Business Days nor more than 30 Business Days after the date of such notice,
unless otherwise agreed to by the Administrative Agent). Permitted Amendments
shall become effective only with respect to the Loans and Commitments of the
Lenders of the Affected Revolving Credit Class that
accept the









 



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applicable Loan Modification Offer (such Lenders, the “Accepting Revolving
Credit Lenders”) and, in the case of any Accepting Revolving Credit Lender,
only with respect to such Lender’s Loans and Commitments of such Affected
Revolving Credit Class as to which such Lender’s acceptance has been made.



          (b) The Borrower and each Accepting Revolving Credit Lender shall execute and deliver to the
Administrative Agent a Revolving Credit Loan Modification Agreement and such other documentation as
the Administrative Agent or the Revolving Credit Loan Modification Offer Arranger shall reasonably
specify to evidence the acceptance of the Permitted Amendments and the terms and conditions
thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each
Revolving Credit Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon
the effectiveness of any Revolving Credit Loan Modification Agreement, this Agreement shall be
deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms
of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of
the Accepting Revolving Credit Lenders of the Affected Revolving Credit Class, including any
amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Revolving
Credit Lenders as a new “Class” of loans and/or commitments hereunder. Notwithstanding the
foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the
extent reasonably requested by the Administrative Agent or the Revolving Credit Loan Modification
Offer Arranger, shall have received legal opinions, board resolutions, officer’s and secretary’s
certificates and other documentation consistent with those delivered on the Original Closing Date
under Section 4.01 of the Original Credit Agreement.




          (c) “Permitted Amendments” means any or all of the following: (i) an extension of the Maturity
Date applicable to the applicable Loans and/or Commitments of the Accepting Revolving Credit
Lenders, (ii) an increase or decrease in the Applicable Rate with respect to the applicable Loans
and/or Commitments of the Accepting Revolving Credit Lenders, (iii) the inclusion of additional
fees to be payable to the Accepting Revolving Credit Lenders, (iv) such amendments to this
Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Revolving
Credit Loan Modification Offer Arranger or the Administrative Agent, to provide the rights and
benefits of this Agreement and other Loan Documents to each new “Class” of loans and/or commitments
resulting therefrom, provided that (A) the allocation of the participation exposure with respect to
any then-existing or subsequently issued or made Revolving Letter of Credit or Swing Line Loan as
between the commitments of such new “Class” and the remaining Commitments of the related Affected
Revolving Credit Class shall be made on a ratable basis as between the commitments of such new
“Class” and the remaining Commitments of the related Affected Revolving Credit Class and (B) the
Letter of Credit Expiration Date and the Maturity Date applicable to the Revolving Letters of
Credit issued by any Revolving L/C Issuer or the Swing Line Loans made by the Swing Line Lender may
not be extended without the prior written consent of such Revolving L/C Issuer or the Swing Line
Lender, as applicable, and (v) such other amendments to this Agreement and the other Loan
Documents as shall be necessary or











 



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appropriate, in the judgment of the Revolving Credit Loan Modification Offer Arranger or the
Administrative Agent or as otherwise may be agreed upon by the parties to such Permitted
Amendment, to obtain or give effect to the foregoing Permitted Amendments (it being agreed that
the Administrative Agent shall be entitled to receive customary agency fees for acting in such
capacity for any period after the Latest Maturity Date in effect immediately prior to the
effectiveness of any such Permitted Amendment (with the Borrower and the Administrative Agent
agreeing to negotiate in good faith the amount of such fees) and that no such Permitted Amendment
may affect the rights or duties of, or any fees or other amounts payable, to the Administrative
Agent without the prior written consent thereto of the Administrative Agent).




ARTICLE III




Taxes, Increased Costs Protection and Illegality




          SECTION 3.01. Taxes.



          (a) Except as provided in this Section 3.01, any and all payments by the Borrower (the term
Borrower under Article III being deemed to include any Subsidiary for whose account a Letter of
Credit is issued) or any Guarantor to or for the account of any Agent or any Lender under any Loan
Document shall be made free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and
all liabilities (including additions to tax, penalties and interest) with respect thereto,
excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net
income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net
income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which
such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, and all
liabilities (including additions to tax, penalties and interest) with respect thereto (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be
required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under
any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums
payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days
after the date of such payment (or, if receipts or evidence are not available within thirty (30)
days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the
case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent
such a receipt is issued therefor, or other written proof of payment thereof that is reasonably
satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes
when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the
required receipts or other required documentary evidence, the Borrower shall











 



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indemnify such Agent and such Lender for any incremental taxes, interest or penalties
that may become payable by such Agent or such Lender arising out of such failure.




          (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or
documentary taxes and any other excise, property, intangible or mortgage recording taxes or
charges or similar levies which arise from any payment made under any Loan Document or from the
execution, delivery, performance, enforcement or registration of, or otherwise with respect to,
any Loan Document (hereinafter referred to as “Other Taxes”).




          (c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction
on amounts payable and paid under this Section 3.01) payable by such Agent and such Lender and (ii)
any liability (including additions to tax, penalties, interest and expenses) arising therefrom or
with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority; provided that such Agent or
Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in
reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c)
shall be made within ten (10) days after the date such Lender or such Agent makes a demand
therefor.




          (d) Each Lender shall severally indemnify each Agent for any taxes (including any taxes that
are excluded from the definition of “Taxes” pursuant to this Section 3.01, but, in the case of any
Taxes, only to the extent that the Borrower has not already indemnified such Agent for such Taxes
and without limiting the obligation of the Borrower to do so) attributable to such Lender that are
paid or payable by such Agent in connection with this Agreement and any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; provided that such Agent provides the Lender with a written statement
thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment
under this Section 3.01(d) shall be made within ten (10) days after the date such Agent makes a
demand therefor.




          (e) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional
amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such
Lender or such Agent becomes subject to Taxes subsequent to the Original Closing Date (or, if
later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in
the place of organization of such Lender or Agent or a change in the Lending Office of such
Lender, except to the extent that any such change is requested or required in writing by the
Borrower (provided that nothing in this clause (d) shall be construed as relieving the Borrower
from any obligation to make such payments or indemnification in the event of a change in Lending
Office or place of organization that precedes a change in Law to the extent such Taxes result from
a change in Law).











 



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          (f) Notwithstanding anything else herein to the contrary, if a Foreign Lender or an Agent is
subject to U.S. federal withholding tax at a rate in excess of zero percent at the time such Lender
or such Agent, as the case may be, first becomes a party to this Agreement, U.S. federal
withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes
unless and until such Lender or Agent, as the case may be, provides the appropriate forms
certifying that a lesser rate applies, whereupon U.S. federal withholding tax at such lesser rate
only shall be considered excluded from Taxes for periods governed by such forms; provided that, if
at the date of the Assignment and Assumption pursuant to which a Foreign Lender becomes a party to
this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01
in respect of U.S. federal withholding tax with respect to interest paid at such date, then, to
such extent, the term Taxes shall include (in addition to U.S. federal withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) U.S. federal withholding
tax, if any, applicable with respect to the Lender assignee on such date. A Lender that is entitled
to an exemption from or reduction of Bermuda withholding tax shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable law and as
reasonably requested by the Borrower, such properly completed and executed documentation prescribed
by applicable law as will permit such payments to be made without withholding or at a reduced rate;
provided that such Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender’s reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender or be otherwise materially disadvantageous
to such Lender; provided further that the Borrower, shall reimburse such Lender for any material
out-of-pocket costs that are incurred by the Lender with respect to providing any such
documentation.




          (g) If any Lender or Agent determines, in its sole discretion, that it has received a refund
in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been
paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under
this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any
interest included in such refund by the relevant taxing authority attributable thereto) to the
Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without
interest (other than any interest paid by the relevant taxing authority with respect to such
refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be,
agrees promptly to return such refund to such party in the event such party is required to repay
such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at
the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other
evidence of the requirement to repay such refund received from the relevant taxing authority
(provided that such Lender or Agent may delete any information therein that such Lender or Agent
deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent
to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim
any tax refund or to make available its tax returns or disclose any information relating to its tax
affairs or any computations in respect thereof or require any Lender or Agent to do anything that











 



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would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or
repayments to which it may be entitled.




          (h) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use
commercially reasonable efforts (subject to such Lender’s overall internal policies of general
application and legal and regulatory restrictions) to designate another Lending Office for any
Loan or Letter of Credit affected by such event; provided that such efforts are made on terms
that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer
no economic, legal or regulatory disadvantage; provided further that nothing in this Section
3.01(h) shall affect or postpone any of the Obligations of the Borrower or the rights of such
Lender pursuant to Section 3.01(a) or (c).





          SECTION 3.02. Illegality. If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurocurrency Rate Loans, or to determine or charge interest rates based
upon the Eurocurrency Rate, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to make
or continue Eurocurrency Rate Loans or to convert Base Rate Loans to
Eurocurrency Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base
Rate Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such
day, or promptly, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted and all
amounts due, if any, in connection with such prepayment or conversion under
Section 3.05. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender.




          SECTION 3.03. Inability to Determine Rates. If the Required Lenders
determine that for any reason adequate and reasonable means do not exist for
determining the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan or Credit-Linked Deposit, or that the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan or Credit-Linked Deposit does not adequately and fairly
reflect the cost to such Lenders of funding such









 



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Loan or Credit-Linked Deposits, or that Dollar deposits are not being offered to
banks in the London interbank eurodollar market for the applicable amount and
the Interest Period of such Eurocurrency Rate Loan or Credit-Linked Deposit, the
Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate
Loans or Credit-Linked Deposits shall be suspended until the Administrative
Agent (upon the instruction of the Required Lenders) revokes such notice. Upon
receipt of such notice, the Borrower may revoke any pending request for a
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein and the
Credit-Linked Deposits shall be invested so as to earn a return equal to the
greater of the applicable Overnight Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.




          SECTION 3.04. Increased Cost and Reduced Return; Capital
Adequacy; Reserves on Eurocurrency Rate Loans.



          (a) If any Lender determines that as a result of the introduction of or any change in or in
the interpretation of any Law, in each case after the Original Closing Date, or such Lender’s
compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or
making, funding or maintaining Eurocurrency Rate Loans, maintaining any Credit-Linked Deposit or
issuing or participating in Letters of Credit, or a reduction in the amount received or receivable
by such Lender in connection with any of the foregoing (excluding for purposes of this Section
3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes
indemnifiable pursuant to Section 3.01, (ii) changes in the basis of taxation of overall net income
(including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes,
by any jurisdiction or any political subdivision of either thereof under the Laws of which such
Lender is organized or maintains a Lending Office, (iii) reserve requirements contemplated by
Section 3.04(c) or (iv) the requirements of the Bank of England and the Financial Services
Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth
below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to such Lender
of complying with the requirements of the Bank of England and/or the Financial Services Authority
or the European Central Bank in relation to its making, funding or maintaining of Eurocurrency Rate
Loans, then from time to time within fifteen (15) days after demand by such Lender setting forth in
reasonable detail such increased costs (with a copy of such demand to the Administrative Agent
given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction or, if applicable, the
portion of such cost that is not represented by the Mandatory Cost.














 



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          (b) If any Lender determines that the introduction of any Law regarding capital adequacy or
any change therein or in the interpretation thereof, in each case after the Original Closing Date,
or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate
of return on the capital of such Lender or any corporation controlling such Lender as a consequence
of such Lender’s obligations hereunder (taking into consideration its policies with respect to
capital adequacy and such Lender’s desired return on capital), then from time to time upon demand
of such Lender setting forth in reasonable detail the charge and the calculation of such reduced
rate of return (with a copy of such demand to the Administrative Agent given in accordance with
Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction within fifteen (15) days after receipt of such demand.




          (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate
Loan or Credit-Linked Deposit equal to the actual costs of such reserves allocated to such Loan or
Credit-Linked Deposit by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive in the absence of manifest error), and (ii) as long as such
Lender shall be required to comply with any reserve ratio requirement or analogous requirement of
any other central banking or financial regulatory authority imposed in respect of the maintenance
of the Commitments or the funding of the Eurocurrency Rate Loans or Credit-Linked Deposit, such
additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the
nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan or
Credit-Linked Deposit by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent manifest error) which in each case shall be due and
payable on each date on which interest is payable on such Loan or Credit-Linked Deposit, provided
that the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the
Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to
give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest
or cost shall be due and payable fifteen (15) days from receipt of such notice.




          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section
3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or
(c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days
prior to the date that such Lender demands, or notifies the Borrower of its intention to demand,
compensation therefor; provided further that, if the circumstance giving rise to such increased
cost or reduction is retroactive, then such 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.




          (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if
requested by the Borrower, use commercially reasonable efforts to designate another Lending Office
for any Loan, Credit-Linked Deposit Account or Letter











 



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of Credit affected by such event; provided that such efforts are made on terms that, in the
reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no
material economic, legal or regulatory disadvantage; provided further that nothing in this Section
3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such
Lender pursuant to Section 3.04(a), (b), (c) or (d).





          SECTION 3.05. Funding Losses. Upon demand of any Lender (with a
copy to the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:



          (a) (i) any continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan; or




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



including any loss or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which such funds were
obtained.




          For purposes of calculating amounts payable by the Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such
Eurocurrency Rate Loan was in fact so funded. In addition, the Borrower shall indemnify the
Administrative Agent against any loss or expense comparable to the losses or expenses covered by
the preceding sentences of this Section 3.05 that the Administrative Agent may sustain or incur as
a consequence of any withdrawal from the Credit-Linked Deposit Account pursuant to the terms of
this Agreement prior to the end of the then-applicable Interest Period for the Credit-Linked
Deposits.





          SECTION 3.06. Matters Applicable to All Requests for Compensation.



          (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a
certificate to the Borrower setting forth the additional amount or amounts to be paid to it
hereunder which shall be conclusive in the absence of manifest error. In determining such amount,
such Agent or such Lender may use any reasonable averaging and attribution methods.




          (b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or
3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more
than one hundred and eighty (180) days prior to the











 



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date that such Lender notifies the Borrower of the event that gives rise to such claim; provided
that, if the circumstance giving rise to such claim is retroactive, then such 180-day period
referred to above shall be extended to include the period of retroactive effect thereof. If any
Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to
such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to
make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base
Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request
ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable);
provided that such suspension shall not affect the right of such Lender to receive the compensation
so requested.




          (c) If the obligation of any Lender to make or continue from one Interest Period to another
any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be
suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be
automatically converted into Base Rate Loans on the last day(s) of the then current Interest
Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by
Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives
notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04
hereof that gave rise to such conversion no longer exist:





          (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted,
all payments and prepayments of principal that would otherwise be applied to such Lender’s
Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and




          (ii) all Loans that would otherwise be made or continued from one Interest Period to
another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as
Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted
into Eurocurrency Rate Loans shall remain as Base Rate Loans.



          (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that
the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the
conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when
Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall
be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such
outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata
(as to principal amounts, interest rate basis and Interest Periods) in accordance with their
respective Commitments.










 



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          SECTION 3.07. Replacement of Lenders under Certain
Circumstances.



          (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity
payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections
or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in
Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender
becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written
notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to
(and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment
fee to be paid by the Borrower in such instance) all of its rights and obligations under this
Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any
Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person;
and provided further that (A) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments and (B) in the case of any
such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible
Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.




          (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver
an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans,
Credit-Linked Deposits and participations in L/C Obligations and Swing Line Loans, and (ii)
deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such
Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may
be, of the assigning Lender’s Commitments and outstanding Loans and participations in L/C
Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning
Lender relating to the Loans and participations so assigned shall be paid in full by the assignee
Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such
payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the
appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender
hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to
such assigned Loans, Commitments and participations, except with respect to indemnification
provisions under this Agreement, which shall survive as to such assigning Lender.




          (c) Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an
L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding
hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing
of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably
satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account
in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made
with respect to each such outstanding Letter of Credit and (ii) the Lender that acts as the
Administrative












 



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Agent may not be replaced hereunder except in accordance with the terms of
Section 9.09.




          (d) In the event that (i) the Borrower or the Administrative Agent has requested that the
Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any
amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all
affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to
a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or
amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed
a “Non-Consenting Lender.”





          SECTION 3.08. Survival. All of the
Borrower’s
obligations under this Article 3 shall survive termination of the Aggregate
Commitments and repayment of all other Obligations hereunder.



ARTICLE IV




Conditions Precedent to Effectiveness and Credit Extensions




          SECTION 4.01. [Reserved.]




          SECTION 4.02. Fourth Amendment and Restatement Effective Date. The
effectiveness of the amendment and restatement of this Agreement pursuant to
the Fourth Amendment and Restatement Agreement is subject to the satisfaction
of the conditions set forth in the Fourth Amendment and Restatement Agreement.




          SECTION 4.03. Conditions to All Credit Extensions. The obligation
of each Lender to honor any Request for Credit Extension (other than a
Committed Loan Notice requesting only a conversion of Loans to the other Type,
or a continuation of Eurocurrency Rate Loans) is subject to the following
conditions precedent:



          (a) The representations and warranties of the Borrower and each other Loan Party contained in
Article V or any other Loan Document shall be true and correct in all material respects on and as
of the date of such Credit Extension; provided that, to the extent that such representations and
warranties specifically refer to an earlier date, they shall be true and correct in all material
respects as of such earlier date; provided, further that, any representation and warranty that is
qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and
correct in all respects on such respective dates.




          (b) No Default shall exist or would result from such proposed Credit Extension or from the
application of the proceeds therefrom.











 



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          (c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line
Lender shall have received a Request for Credit Extension in accordance with the requirements
hereof.




          (d) After giving effect to any such requested Credit Extension occurring during the five (5)
Business Day period immediately preceding the Maturity Date for the Non-Extended Revolving Credit
Commitments, the Borrower would not (i) be required by the third sentence of Section 2.05(b)(iv) to
prepay or cause to be prepaid Dollar Revolving Credit Loans or Swing Line Loans or to Cash
Collateralize Dollar Revolving L/C Obligations or (ii) be required by the fourth sentence of
Section 2.05(b)(iv) to prepay or cause to be prepaid Alternative Currency Revolving Credit Loans or
to Cash Collateralize Alternative Currency Revolving L/C Obligations.




          Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by
the Borrower shall be deemed to be a representation and warranty that the conditions specified in
Sections 4.03(a) and (b) (and, if applicable, in Section 4.03(d)) have been satisfied on and as of
the date of the applicable Credit Extension.




ARTICLE V




Representations and Warranties



          The Borrower represents and warrants to the Agents and the Lenders that:





          SECTION 5.01. Existence, Qualification and Power; Compliance with
Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly
organized or formed, validly existing and in good standing under the Laws of
the jurisdiction of its incorporation or organization, (b) has all requisite
power and authority to (i) own or lease its assets and carry on its business
and (ii) execute, deliver and perform its obligations under the Loan Documents
to which it is a party, (c) is duly qualified and in good standing under the
Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification, (d) is in
compliance with all Laws, orders, writs, injunctions and orders and (e) has all
requisite governmental licenses, authorizations, consents and approvals to
operate its business as currently conducted; except in each case referred to in
clause (c), (d) or (e), to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.




          SECTION 5.02. Authorization; No Contravention. The execution,
delivery and performance by each Loan Party of each Loan Document to which such
Person is a party, and the consummation of the Transaction and the
Restructuring Transaction, are within such Loan Party’s corporate or
other powers, have been duly authorized by all









 



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necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or
require any payment to be made under (i) any Contractual Obligation to which such Person is a
party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii)
any material order, injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any material Law; except with
respect to any conflict, breach or contravention or payment (but not creation of Liens) referred
to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not
reasonably be expected to have a Material Adverse Effect.




          SECTION 5.03. Governmental Authorization; Other Consents. No material approval,
consent, exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in connection with (a) the
execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or
any other Loan Document, or for the consummation of the Transaction or the Restructuring
Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents
(including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of
its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the
Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral
granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents,
exemptions, authorizations, actions, notices and filings which have been duly obtained, taken,
given or made and are in full force and effect and (iii) those approvals, consents, exemptions,
authorizations or other actions, notices or filings, the failure of which to obtain or make could
not reasonably be expected to have a Material Adverse Effect.




          SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been
duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other
Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable
against each Loan Party that is party thereto in accordance with its terms, except as such
enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar
laws and by general principles of equity.




          SECTION 5.05. Financial Statements; No Material Adverse Effect.













 



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          (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly
present in all material respects the financial condition of Holdings and its Subsidiaries or
Worldspan and its Subsidiaries, as the case may be, as of the dates thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently applied throughout
the periods covered thereby, except as otherwise expressly noted therein. During the period from
December 31, 2005 to and including the Worldspan Closing Date, there has been (i) no sale,
transfer or other disposition by Worldspan or any of its Subsidiaries of any material part of the
business or property of Worldspan or any of its Subsidiaries, taken as a whole, and (ii) no
purchase or other acquisition by Worldspan or any of its Subsidiaries of any business or property
(including any Equity Interests of any other Person) material in relation to the consolidated
financial condition of Worldspan and its Subsidiaries, taken as a whole, in each case, which is
not reflected in the foregoing financial statements or in the notes thereto or has not otherwise
been disclosed in writing to the Administrative Agent prior to the Worldspan Closing Date.





          (ii) The unaudited pro forma consolidated balance sheet of Holdings and its
Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Original Closing Date
Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations
of Holdings and its Subsidiaries for the most recent fiscal year then ended, the quarter
ended March 31, 2006 and the 12-month period ending on March 31, 2006 (together with the
Original Closing Date Pro Forma Balance Sheet, the “Original Closing Date Pro Forma
Financial Statements”), copies of which have heretofore been furnished to the
Administrative Agent, have been prepared giving effect (as if such events had occurred on
such date or at the beginning of such periods, as the case may be) to the Original Closing
Date Transactions, each material acquisition by Holdings or any of its Subsidiaries
consummated after March 31, 2006 and prior to the Original Closing Date and all other
material transactions that would be required to be given pro forma effect by Regulation S-X
promulgated under the Exchange Act (including other adjustments consistent with the
definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the
Arrangers). The Original Closing Date Pro Forma Financial Statements have been prepared in
good faith, based on assumptions believed by the Borrower to be reasonable as of the date
of delivery thereof, and present fairly in all material respects on a pro forma basis and
in accordance with GAAP the estimated financial position of Holdings and its Subsidiaries
as at March 31, 2006 and their estimated results of operations for the periods covered
thereby, assuming that the events specified in the preceding sentence had actually occurred
at such date or at the beginning of the periods covered thereby.




          (iii) The unaudited pro forma consolidated balance sheet of Holdings and its
Subsidiaries as of the last day of the most recently completed fiscal quarter ended at
least 45 days prior to the Worldspan Closing Date (including the notes thereto) (the
“Worldspan Closing Date Pro Forma Balance Sheet”) and the unaudited pro forma consolidated
statement of operations of Holdings and its Subsidiaries for the most recent fiscal year
then ended, the most









 



139



recently completed fiscal quarter ended at least 45 days prior to the Worldspan Closing
Date and the 12-month period ending on the last day of the most recently completed fiscal
quarter ended at least 45 days prior to the Worldspan Closing Date (together with the
Worldspan Closing Date Pro Forma Balance Sheet, the “Worldspan Closing Date Pro Forma
Financial Statements”), copies of which have heretofore been furnished to the
Administrative Agent, have been prepared giving effect (as if such events had occurred on
such date or at the beginning of such periods, as the case may be) to the Worldspan
Transactions, each material acquisition by Holdings or any of its Subsidiaries consummated
after the last day of the most recently completed fiscal quarter ended at least 45 days
prior to the Worldspan Closing Date and prior to the Worldspan Closing Date and all other
material transactions that would be required to be given pro forma effect by Regulation S-X
promulgated under the Exchange Act (including other adjustments consistent with the
definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the
Arrangers). The Worldspan Closing Date Pro Forma Financial Statements have been prepared in
good faith, based on assumptions believed by the Borrower to be reasonable as of the date
of delivery thereof, and present fairly in all material respects on a pro forma basis and
in accordance with GAAP the estimated financial position of Holdings and its Subsidiaries
as at the last day of the most recently completed fiscal quarter ended at least 45 days
prior to the Worldspan Closing Date and their estimated results of operations for the
periods covered thereby, assuming that the events specified in the preceding sentence had
actually occurred at such date or at the beginning of the periods covered thereby.



          (b) Since the Original Closing Date, there has been no event or circumstance, either
individually or in the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.




          (c) As of the Original Closing Date, neither Holdings nor any Subsidiary has any Indebtedness
or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected
on Schedule 5.05, (ii) obligations arising under or permitted by this Agreement and (iii)
liabilities incurred in the ordinary course of business) that, either individually or in the
aggregate, have had or could reasonably be expected to have a Material Adverse Effect.





          SECTION 5.06. Litigation. There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower,
threatened in writing or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against Holdings or any of its
Subsidiaries or against any of their properties or revenues that either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.




          SECTION 5.07. No Default. Neither Holdings nor any of its
Subsidiary is in default under or with respect to, or a party to, any









 



140



Contractual Obligation that could, either individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect.




          SECTION 5.08. Ownership of Property; Liens. Each Loan Party and
each of its Subsidiaries has good record and marketable title in fee simple to,
or valid leasehold interests in, or easements or other limited property
interests in, all real property necessary in the ordinary conduct of its
business, free and clear of all Liens except for minor defects in title that do
not materially interfere with its ability to conduct its business or to utilize
such assets for their intended purposes and Liens permitted by Section 7.01 and
except where the failure to have such title could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.




          SECTION 5.09. Environmental Compliance.



          (a) There are no claims, actions, suits, or proceedings alleging potential liability or
responsibility for violation of, or otherwise relating to, any Environmental Law that could,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          (b) Except as specifically disclosed in Schedule 5.09(b) or except as could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i)
none of the properties currently or formerly owned, leased or operated by any Loan Party or any of
its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous
foreign, state or local list or is adjacent to any such property; (ii) there are no and never have
been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits,
sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on
any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or,
to its knowledge, on any property formerly owned or operated by any Loan Party or any of its
Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently
owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have
not been released, discharged or disposed of by any Person on any property currently or formerly
owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have
not otherwise been released, discharged or disposed of by any of the Loan Parties and their
Subsidiaries at any other location.




          (c) The properties owned, leased or operated by Holdings and the Subsidiaries do not contain
any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a
violation of, (ii) require remedial action under, or (iii) could give rise to liability under,
Environmental Laws, which violations, remedial actions and liabilities, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.




          (d) Except as specifically disclosed in Schedule 5.09(d), neither Holdings nor any of
its Subsidiaries is undertaking, and has not completed, either individually or











 



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together with other potentially responsible parties, any investigation or assessment or remedial or
response action relating to any actual or threatened release, discharge or disposal of Hazardous
Materials at any site, location or operation, either voluntarily or pursuant to the order of any
Governmental Authority or the requirements of any Environmental Law except for such investigation
or assessment or remedial or response action that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.




          (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to
or from, any property currently or formerly owned or operated by any Loan Party or any of its
Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or
in the aggregate, in a Material Adverse Effect.




          (f) Except as would not reasonably be expected to result, individually or in the aggregate, in
a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually
assumed any liability or obligation under or relating to any Environmental Law.





          SECTION 5.10. Taxes. Except as set forth in Schedule 5.10
or except as could not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect, Holdings and its Subsidiaries
have timely filed all Federal and state and other tax returns and reports
required to be filed, and have timely paid all Federal and state and other
taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in
accordance with GAAP.




          SECTION 5.11. ERISA Compliance.



          (a) Except as set forth in Schedule 5.11(a) or as could not, either individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.




          (b) (i) No ERISA Event has occurred during the five-year period prior to the date on which
this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan
has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not
waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred
which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)











 



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neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject
to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of
this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.




          (c) Except where noncompliance would not reasonably be expected to result in a Material
Adverse Effect, each Foreign Plan has been maintained in substantial compliance with its terms and
with the requirements of any and all applicable laws, statutes, rules, regulations and orders, and
neither a Loan Party nor any Subsidiary has incurred any material obligation in connection with the
termination of or withdrawal from any Foreign Plan. Except as would not reasonably be expected to
result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether
or not vested) under each Foreign Plan which is funded, determined as of the end of the most
recently ended fiscal year of a Loan Party or Subsidiary (based on the actuarial assumptions used
for purposes of the applicable jurisdiction’s financial reporting requirements), did not exceed the
current value of the assets of such Foreign Plan, and for each Foreign Plan which is not funded,
the obligations of such Foreign Plan are properly accrued.





          SECTION 5.12. Subsidiaries; Equity Interests. As of the Fourth
Amendment and Restatement Effective Date, neither Holdings nor any Loan Party
has any Subsidiaries other than those specifically disclosed in Schedule
5.12, and all of the outstanding Equity Interests in material Subsidiaries
have been validly issued, are fully paid and nonassessable and all Equity
Interests owned by Holdings or a Loan Party are owned free and clear of all
Liens except (i) those created under the Collateral Documents or the Second
Lien Collateral Documents and (ii) any nonconsensual Lien that is permitted
under Section 7.01. As of the Fourth Amendment and Restatement Effective Date,
Schedule 5.12 (a) sets forth the name and jurisdiction of each
Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and
any other Subsidiary in each Subsidiary, including the percentage of such
ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity
Interests of which are required to be pledged on the Fourth Amendment and
Restatement Effective Date pursuant to the Collateral and Guarantee
Requirement.




          SECTION 5.13. Margin Regulations; Investment Company Act.



          (a) No Loan Party is engaged nor will it engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be
used for any purpose that violates Regulation U.














 



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          (b) None of Holdings, any Person Controlling the Borrower or any Subsidiary is or is required
to be registered as an “investment company” under the Investment Company Act of 1940.





          SECTION 5.14. Disclosure. No report,
financial
statement, certificate or other written information furnished by or on behalf of
any Loan Party to any Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement (including any
amendment hereto) or delivered hereunder or any other Loan Document (as modified
or supplemented by other information so furnished) when taken as a whole
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not materially misleading; provided that, with
respect to projected financial information and pro forma financial information,
the Borrower represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time of preparation; it
being understood that such projections may vary from actual results and that
such variances may be material.




          SECTION
5.15. Intellectual Property; Licenses, Etc. Each of the
Loan Parties and their Subsidiaries own, license or possess the right to use,
all of the trademarks, service marks, trade names, domain names, copyrights,
patents, patent rights, licenses, technology, software, know-how database
rights, design rights and other intellectual property rights (collectively, “IP
Rights”) that are reasonably necessary for the operation of their respective
businesses as currently conducted, and, without conflict with the rights of any
Person, except to the extent such conflicts, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
No such IP Rights infringe upon any rights held by any Person except for such
infringements, individually or in the aggregate, which could not reasonably be
expected to have a Material Adverse Effect. No claim or litigation regarding any
such IP Rights, is pending or, to the knowledge of the Borrower, threatened
against any Loan Party or Subsidiary, which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.




          SECTION 5.16. Solvency. On the Worldspan Closing Date after giving
effect to the Worldspan Transactions, the Loan Parties, on a consolidated
basis, are Solvent.




          SECTION 5.17. Subordination of Junior Financing. The Obligations
are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior
Secured Financing” (or any comparable term) under, and as defined in, any
Junior Financing Documentation.









 



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          SECTION 5.18. Labor Matters. Except as,
in the
aggregate, could not reasonably be expected to have a Material Adverse Effect:
(a) there are no strikes or other labor disputes against Holdings or any of its
Subsidiaries pending or, to the knowledge of Holdings or the Borrower,
threatened; (b) none of hours worked by nor any payments made to employees of
Holdings or any of its Subsidiaries have been in violation of the Fair Labor
Standards Act or any other applicable Laws dealing with such matters; and (c)
all payments due from Holdings or any of its Subsidiaries on account of employee
health and welfare insurance have been paid or accrued as a liability on the
books of the relevant party.



ARTICLE VI




Affirmative Covenants



          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, each of Holdings and the Borrower shall, and shall (except in the case of
the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:





          SECTION 6.01. Financial Statements. Deliver to
the Administrative Agent for prompt further distribution to each Lender:



          (a) as soon as available, but in any event within ninety (90) days after the end of each
fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the
end of such fiscal year, and the related consolidated statements of income or operations,
stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other
independent registered public accounting firm of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any qualification or exception
as to the scope of such audit;




          (b) as soon as available, but in any event within forty-five (45) days after the end of each
of the first three (3) fiscal quarters of each fiscal year of Holdings, a consolidated balance
sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related (i)
consolidated statements of income or operations for such fiscal quarter and for the portion of the
fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal
year then ended, setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and











 



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certified by a Responsible Officer of the Borrower as fairly presenting in all material respects
the financial condition, results of operations, stockholders’ equity and cash flows of Holdings
and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments
and the absence of footnotes; and




          (c) simultaneously with the delivery of each set of consolidated financial statements
referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements
reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if
any) from such consolidated financial statements.



Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may
be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing
(A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings
that holds all of the Equity Interests of Holdings) or (B) Holdings’ (or any direct or indirect
parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided
that, with respect to each of clauses (A) and (B), to the extent such information is in lieu of
information required to be provided under Section 6.01(a), such materials are accompanied by a
report and opinion of Deloitte & Touche LLP or any other independent registered public accounting
firm of nationally recognized standing, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of such audit.





          SECTION 6.02. Certificates; Other
Information.
Deliver to the Administrative Agent for prompt further distribution to
each Lender:



          (a) no later than five (5) days after the delivery of the financial statements referred to in
Section 6.01(a), a certificate of its independent registered public accounting firm certifying
such financial statements and stating that in making the examination necessary therefor no
knowledge was obtained of any Event of Default resulting from a violation of Sections 7.11, 7.12
or 7.13 or, if any such Event of Default shall exist, stating the nature and status of such event;




          (b) no later than five (5) days after the delivery of the financial statements referred to in
Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer
of the Borrower and, if such Compliance Certificate demonstrates an Event of Default resulting from
a violation of Section 7.11 or 7.12, any of the Equity Investors may deliver, together with such
Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of
Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in
no way affect or alter the occurrence, existence or continuation of any such Event of Default or
the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any
Loan Document;












 



146




          (c) promptly after the same are publicly available, copies of all annual, regular, periodic
and special reports and registration statements which Holdings or the Borrower files with the SEC
or with any Governmental Authority that may be substituted therefor (other than amendments to any
registration statement (to the extent such registration statement, in the form it became
effective, is delivered), exhibits to any registration statement and, if applicable, any
registration statement on Form S-8) and in any case not otherwise required to be delivered to the
Administrative Agent pursuant hereto;




          (d) promptly after the furnishing thereof, copies of any material requests or material
notices received by any Loan Party (other than in the ordinary course of business) or material
statements or material reports furnished to any holder of debt securities of any Loan Party or of
any of its Subsidiaries pursuant to the terms of the Second Lien Credit Agreement or any High
Yield Notes Documentation, Junior Financing Documentation or Permitted Refinancing Indebtedness
Documentation in a principal amount greater than the Threshold Amount and not otherwise required
to be furnished to the Lenders pursuant to any other clause of this Section 6.02;




          (e) together with the delivery of the financial statements pursuant to Section 6.01(a) and
each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth the
information required by Section 3.03(c) of the Security Agreement or confirming that there has
been no change in such information since the Original Closing Date or the date of the last such
report), (ii) a description of each event, condition or circumstance during the last fiscal
quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section
2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an
Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and




          (f) promptly, such additional information regarding the business, legal, financial or
corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan
Documents, as the Administrative Agent or any Lender through the Administrative Agent may from
time to time reasonably request.




          Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to
the extent any such documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holdings’
or the Borrower’s website on the Internet at the website address listed on Schedule 10.02;
or (ii) on which such documents are posted on Holdings’ or the Borrower’s behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the
Borrower shall deliver paper copies of such documents to the Administrative Agent for further
distribution to each Lender until a written request to cease delivering paper copies is given by
the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or
electronic mail) the Administrative Agent of the posting of any such











 



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documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the Compliance Certificates required by
Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely
accessing posted documents or requesting delivery of paper copies of such documents from the
Administrative Agent and maintaining its copies of such documents.





          SECTION 6.03. Notices. Promptly (and, in the case of clauses (a)
and (b) below, after obtaining knowledge thereof) notify the Administrative
Agent:



          (a) of the occurrence of any Default;




          (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any
default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary,
(ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any
Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development
in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to
any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any
noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any
Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event; and




          (c) of any amendments, restatements, supplements or other material modifications to the
Second Lien Debt Documents.




          Each notice pursuant to this Section shall be accompanied by a written statement of a
Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section
6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to
therein and stating what action the Borrower has taken and proposes to take with respect thereto.





          SECTION 6.04. Payment of Obligations.
Pay,
discharge or otherwise satisfy as the same shall become due and payable, all
its obligations and liabilities in respect of taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or
in respect of its property, except, in each case, to the extent the failure to
pay or discharge the same could not reasonably be expected to have a Material
Adverse Effect.




          SECTION 6.05. Preservation of Existence,
Etc. (a)
Preserve, renew and maintain in full force and effect its legal existence under
the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.04 or 7.05 and (b) take all reasonable









 



148



action to maintain all rights, privileges (including its good standing), permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except (i) to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii)
pursuant to a transaction permitted by Section 7.04 or 7.05.




          SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not
reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business in good working
order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted,
and (b) make all necessary renewals, replacements, modifications, improvements, upgrades,
extensions and additions thereof or thereto in accordance with prudent industry practice.




          SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business against loss or damage
of the kinds customarily insured against by Persons engaged in the same or similar business, of
such types and in such amounts (after giving effect to any self-insurance reasonable and customary
for similarly situated Persons engaged in the same or similar businesses as Holdings, Borrower and
the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other
Persons.




          SECTION 6.08. Compliance with Laws. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its
business or property, except if the failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.




          SECTION 6.09. Books and Records. Maintain proper books of record and account, in which
entries that are full, true and correct in all material respects and are in conformity with GAAP
consistently applied shall be made of all material financial transactions and matters involving the
assets and business of Holdings or such Subsidiary, as the case may be.




          SECTION 6.10. Inspection Rights. Permit
representatives and independent contractors of the Administrative Agent and each Lender to visit
and inspect any of its properties, to examine its corporate, financial and operating records, and
make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with
its directors, officers, and independent public accountants, all at the reasonable expense of the
Borrower and at such reasonable times during normal business hours and as often as may be









 



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reasonably desired, upon reasonable advance notice to the Borrower; provided
that, excluding any such visits and inspections during the continuation of an
Event of Default, only the Administrative Agent on behalf of the Lenders may
exercise rights of the Administrative Agent and the Lenders under this Section
6.10 and the Administrative Agent shall not exercise such rights more often than
two (2) times during any calendar year absent the existence of an Event of
Default and only one (1) such time shall be at the Borrower’s expense; provided
further that when an Event of Default exists, the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours and upon reasonable advance notice. The Administrative
Agent and the Lenders shall give the Borrower the opportunity to participate in
any discussions with Holdings’ independent public accountants.




          SECTION 6.11. Covenant to Guarantee Obligations and Give Security.
At the Borrower’s expense, take all action necessary or reasonably requested by
the Administrative Agent to ensure that the Collateral and Guarantee
Requirement continues to be satisfied at all times, including but in any such
case subject to Section 6.17 and the terms of the Intercreditor Agreement:



          (a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic
Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any
Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect
wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:





          (i) within thirty (30) days after such formation, acquisition or designation or such
longer period as the Administrative Agent may agree in its discretion:




          (A) cause each such Restricted Subsidiary that is or is required to be a
Domestic Guarantor under the Collateral and Guarantee Requirement to furnish to
the Administrative Agent a description of the real properties owned by such
Restricted Subsidiary that have a book value in excess of $7,250,000 in detail
reasonably satisfactory to the Administrative Agent;




          (B) cause (x) each such Restricted Subsidiary that is or is required to be a
Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to duly
execute and deliver to the Administrative Agent or the Collateral Agent (as
appropriate) Mortgages, Security Agreement Supplements, Intellectual Property
Security Agreements and other security agreements and documents (including, with
respect to Mortgages, the documents listed in Section 6.13(b)),
as reasonably









 



150



requested by and in form and substance reasonably satisfactory to the Administrative Agent
(consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and
other Collateral Documents in effect on the Original Closing Date), in each case granting Liens
required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each
such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the
Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such
Security Agreement Supplements and other security agreements as reasonably requested by and in form
and substance reasonably satisfactory to the Administrative Agent (consistent with the Security
Agreements in effect on the Original Closing Date), in each case granting Liens required by the
Collateral and Guarantee Requirement;




          (C) (x) cause each such Restricted Subsidiary that is required to become a Domestic Guarantor
pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates
representing Equity Interests (to the extent certificated) that are required to be pledged pursuant
to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other
appropriate instruments of transfer executed in blank and instruments evidencing the intercompany
Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the
Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or
indirect parent of such Restricted Subsidiary that is required to be a Domestic Guarantor pursuant
to the Collateral and Guarantee Requirement to deliver any and all certificates representing the
outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are
required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated
stock powers or other appropriate instruments of transfer executed in blank and instruments
evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be
pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent; and




          (D) take, and cause such Restricted Subsidiary and each direct or indirect parent of such
Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral
and Guarantee Requirement to take, whatever action (including the recording of Mortgages, the
filing of Uniform Commercial Code financing statements and delivery of stock and membership
interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to
vest in the Administrative Agent (or in any representative of the Administrative Agent designated
by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all
third parties in accordance with their terms, except as such enforceability may be limited by
Debtor Relief Laws and by general principles of equity,









 



151



          (ii) within thirty (30) days after the request therefor by the Administrative Agent,
deliver to the Administrative Agent a signed copy of an opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for the Loan Parties
reasonably acceptable to the Administrative Agent as to such matters set forth in this
Section 6.11(a) as the Administrative Agent may reasonably request, and




          (iii) as promptly as practicable after the request therefor by the Administrative
Agent, deliver to the Administrative Agent with respect to each parcel of real property
that is owned by such Restricted Subsidiary that is or is required to be a Domestic
Guarantor pursuant to the Collateral and Guarantee Requirement and has a book value in
excess of $7,250,000 any existing title reports, surveys or environmental assessment
reports.



          (b) (i) [reserved];





          (ii) the Borrower shall obtain the security interests and Guarantees set forth on
Schedule 1.01B on or prior to the dates corresponding to such security interests
and Guarantees set forth on Schedule 1.01B; and




          (iii) after the Original Closing Date, promptly after (x) the acquisition of any
material personal property by the Borrower or any Domestic Guarantor or (y) the acquisition
of any owned real property by the Borrower or any Domestic Guarantor with a book value in
excess of $7,250,000, and if such personal property or owned real property shall not
already be subject to a perfected Lien pursuant to the Collateral and Guarantee
Requirement, the Borrower shall give notice thereof to the Administrative Agent and
promptly thereafter shall cause such assets to be subjected to a Lien to the extent
required by the Collateral and Guarantee Requirement and will take, or cause the Borrower
or relevant Domestic Guarantor to take, such actions as shall be necessary or reasonably
requested by the Administrative Agent to grant and perfect or record such Lien, including,
as applicable, the actions referred to in Section 6.13(b) with respect to real property.



          (c) Upon the Orbitz IPO (x) all Collateral granted by Orbitz TopCo and its Subsidiaries
pursuant to the Collateral Documents shall be released and shall be free and clear of all Liens
created by the Loan Documents and (y) all other obligations under the Loan Documents of Orbitz
TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall also be released, and the
Lenders hereby authorize the Administrative Agent and the Collateral Agent to take all actions
requested by Borrower to effectuate such releases.





          SECTION 6.12. Compliance with Environmental Laws. Except, in each
case, to the extent that the failure to do so could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, comply,
and take all reasonable actions to cause all lessees and other Persons operating
or occupying its properties









 



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to comply with all applicable Environmental Laws and Environmental Permits;
obtain and renew all Environmental Permits necessary for its operations and
properties; and, in each case to the extent required by Environmental Laws,
conduct any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials from any of its properties, in accordance with the
requirements of all Environmental Laws.




          SECTION 6.13. Further Assurances and Post-Closing
Conditions.



          (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material
defect or error that may be discovered in the execution, acknowledgment, filing or recordation of
any Collateral Document or other document or instrument relating to any Collateral, and (ii) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and
all such further acts, deeds, certificates, assurances and other instruments as the Administrative
Agent may reasonably request from time to time in order to carry out more effectively the purposes
of the Collateral Documents.




          (b) In the case of any real property referred to in Section 6.11(b), provide the
Administrative Agent with Mortgages with respect to such owned real property within thirty (30)
days of the acquisition of, or, if requested by the Administrative Agent, entry into, or renewal
of, a ground lease in respect of, such real property in each case together with:





          (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged
and delivered and are in form suitable for filing or recording in all filing or recording
offices that the Administrative Agent may deem reasonably necessary or desirable in order
to create a valid and subsisting perfected Lien on the property and/or rights described
therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for
the benefit of the Secured Parties and that all filing and recording taxes and fees have
been paid or otherwise provided for in a manner reasonably satisfactory to the
Administrative Agent;




          (ii) fully paid American Land Title Association Lender’s Extended Coverage title
insurance policies or the equivalent or other form available in each applicable
jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in
amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the
real properties covered thereby), issued, coinsured and reinsured by title insurers
reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid
subsisting Liens on the property described therein, free and clear of all defects and
encumbrances, subject to Liens permitted by Section 7.01, and providing for such other
affirmative insurance (including endorsements for future advances under the Loan









 



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Documents) and such coinsurance and direct access reinsurance
as the Administrative Agent may reasonably request;




          (iii) opinions of local counsel for the Loan Parties in states in which the real properties
are located, with respect to the enforceability and perfection of the Mortgages and any related
fixture filings in form and substance reasonably satisfactory to the Administrative Agent;




          (iv) evidence that each such space lease contains a provision reasonably acceptable to the
Administrative Agent permitting a collateral assignment with respect to such provisions; provided
that the Administrative Agent shall be permitted to waive this requirement if it is reasonably
satisfied that the Borrower has used its commercially reasonable efforts to comply with this
requirement; and




          (v) such other evidence that all other actions that the Administrative Agent may reasonably
deem necessary or desirable in order to create valid and subsisting Liens on the property
described in the Mortgages has been taken.




          SECTION 6.14. Designation of Subsidiaries. The board of directors of
Holdings may at any time on or prior to the Fourth Amendment and Restatement Effective
Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or at any time
designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i)
immediately before and after such designation, no Default shall have occurred and be
continuing, (ii) immediately after giving effect to such designation, Holdings, the
Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis
(it being understood that if such designation is to be made effective prior to the date
that the March 31, 2007 Test Period has become effective, the level set forth in
Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply), with the
covenants set forth in Sections 7.11, 7.12 and 7.13 (and, as a condition precedent to
the effectiveness of any such designation, the Borrower shall deliver to the
Administrative Agent a certificate setting forth in reasonable detail the calculations
demonstrating such compliance) and (iii) no Subsidiary (other than Orbitz TopCo and its
Subsidiaries upon the consummation of the Orbitz IPO) may be designated as an
Unrestricted Subsidiary if it is a “Restricted Subsidiary” under the Second Lien Credit
Agreement or for the purpose of any Junior Financing, as applicable, and upon the
Orbitz IPO (x) all Collateral granted by Orbitz TopCo and its Subsidiaries pursuant to
the Collateral Documents shall be released and shall be free and clear of all Liens
created by the Loan Documents and (y) all other obligations under the Loan Documents of
any of Orbitz TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall
also be released. Orbitz TopCo and its Subsidiaries shall continue to
be Unrestricted









 



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Subsidiaries at all times from and after the Orbitz IPO unless and until
designated as a Restricted Subsidiary in accordance with the other provisions of
the Loan Documents applicable to designating Unrestricted Subsidiaries as
Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted
Subsidiary shall constitute an Investment by Holdings therein at the date of
designation in an amount equal to the net book value of Holdings’ investment
therein. The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary shall constitute the incurrence at the time of designation of any
Indebtedness or Liens of such Subsidiary existing at such time.




          SECTION 6.15. Flood Insurance. With respect to each Mortgaged
Property, obtain flood insurance in such total amount as the Administrative
Agent or the Required Lenders may from time to time reasonably require, if at
any time the area in which any improvements are located on any Mortgaged
Property is designated a “flood hazard area” in any Flood Insurance Rate Map
published by the Federal Emergency Management Agency (or any successor agency),
and otherwise comply with the National Flood Insurance Program as set forth in
the Flood Disaster Protection Act of 1973, as amended from time to time.




          SECTION 6.16. Orbitz Indebtedness. If, upon
or
following the Orbitz IPO, Orbitz Topco, any of its Subsidiaries or any other
Person whose primary assets or operations comprise a portion of the Orbitz
Business and that is not then a Loan Party Guarantees or otherwise becomes
liable for any Indebtedness of Holdings and its Subsidiaries (other than Orbitz
Topco, any of its Subsidiaries or any other Person whose primary assets or
operations comprise a portion of the Orbitz Business), such Person shall become
subject to the Collateral and Guarantee Requirement hereunder as if such Person
were a Restricted Subsidiary (it being understood that in such case such Person
shall, other than for purposes of granting guarantees and collateral pursuant to
the Collateral and Guarantee Requirement, not be considered a Restricted
Subsidiary hereunder).




          SECTION 6.17. Post-Closing Matters.



          (a) To the extent such items have not been delivered as of the Fourth Amendment and
Restatement Effective Date, within 120 days after the Fourth Amendment and Restatement Effective
Date, unless waived or extended by the Collateral Agent in its sole discretion, the Borrower and
the applicable Domestic Guarantor shall deliver to the Collateral Agent, with respect to the
Mortgage encumbering Mortgaged Property entered into prior to the Fourth Amendment and Restatement
Effective Date, a third mortgage amendment to such Mortgage (the “Third Mortgage Amendment”):










 



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          (i) a “date down” endorsement to the existing Mortgage Policy (or equivalent
coverage) assuring the Collateral Agent that the Mortgage encumbering the Mortgaged
Property located at 5350 South Valentia Way, Greenwood Village, Colorado, as amended by
the First Mortgage Amendment, as further amended by the Second Mortgage Amendment and the
Third Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged
Property in favor of the Collateral Agent for the benefit of the Secured Parties, free and
clear of all Liens except those Liens created or permitted by this Agreement and the
Collateral Documents or by the Administrative Agent or Collateral Agent, and such
endorsement to such Mortgage Policy shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent or Collateral Agent; and




          (ii) evidence that all other actions, recordings and filings in connection with the
Second Mortgage Amendment that the Administrative Agent may deem reasonably necessary
shall have been taken, completed or otherwise provided for in a manner reasonably
satisfactory to the Administrative Agent;


provided that the applicable Loan Party shall not be required to deliver the foregoing items if
such Mortgaged Property shall have been sold, transferred or otherwise disposed of pursuant to a
Disposition permitted by Section 7.05 within 120 days after the Fourth Amendment and Restatement
Effective Date.




          (b) Within one hundred and twenty (120) days after the Fourth Amendment and Restatement
Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent,
the applicable Loan Party (other than a Foreign Guarantor) shall deliver to the Collateral Agent
executed control agreements and ensure that the Collateral Agent has “control” (within the meaning
of Section 9-104 of the New York Uniform Commercial Code) over each deposit account and securities
account that the Collateral Agent is entitled to have “control” over pursuant to clause (f) of the
Collateral and Guarantee Requirement.




          (c) Within two hundred and seventy (270) days after the Fourth Amendment and Restatement
Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent,
Holdings shall use commercially reasonable efforts to ensure that the requirements set forth in
clauses (i) and (j) of the Collateral and Guarantee Requirement are satisfied.





          SECTION 6.18. Mandatory Bond Prepayments. During each of (i) the
twelve-month period commencing on October 1, 2011 and terminating on September
30, 2012 and (ii) the subsequent twelve month period commencing on October 1,
2012 and terminating on September 30, 2013, the Borrower shall make payments in
an aggregate principal amount of $20,000,000 (as such amount may be adjusted in
a de minimis amount to the extent reasonably necessary because of minimum
repayment or repurchase amounts or similar requirements) to prepay, retire,
redeem, purchase, defease or otherwise satisfy Senior









 



156



Notes and/or 2016 Senior Notes at prices no greater than par plus any redemption
premium, and accrued and unpaid interest from (other than in the case of ratable
redemptions) Persons other than 5% Shareholders (the “Mandatory Bond
Prepayments”); provided that the Borrower shall not be required to make such
payments in any twelve-month period if, on or prior to September 30, 2012 or
September 30, 2013, respectively, the Administrative Agent receives a
certificate of the chief financial officer of the Borrower certifying that
making such Mandatory Bond Prepayments (and giving pro forma effect thereto) is
reasonably likely to result in a violation of Section 7.13 at the end of any
fiscal quarter ending on or prior to October 1, 2012 or October 1, 2013,
respectively.



ARTICLE VII




Negative Covenants



          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, Holdings and the Borrower shall not, nor shall they permit any of their
Restricted Subsidiaries to, directly or indirectly:





          SECTION 7.01. Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following:



          (a) Liens pursuant to any Loan Document, including the Lien in favor of the Synthetic L/C
Issuer pursuant to the Tranche S Collateral Account Agreement;




          (b) Liens existing on the Original Closing Date and listed on Schedule 7.01(b) and
any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does
not extend to any additional property other than (A) after-acquired property that is affixed or
incorporated into the property covered by such Lien or financed by Indebtedness permitted under
Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or
refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;




          (c) Liens for taxes, assessments or governmental charges which are not overdue for a period
of more than thirty (30) days or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;




          (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen,
construction contractors or other like Liens arising in the ordinary course of business which
secure amounts not overdue for a period of more than











 



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thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has
been taken to enforce such Lien or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;




          (e) (i) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation and (ii) pledges and
deposits in the ordinary course of business securing liability for reimbursement or
indemnification obligations of (including obligations in respect of letters of credit or bank
guarantees for the benefit of) insurance carriers providing property, casualty or liability
insurance to Holdings, the Borrower or any Restricted Subsidiary;




          (f) deposits to secure the performance of bids, trade contracts, governmental contracts and
leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs
and appeal bonds, performance bonds and other obligations of a like nature (including those to
secure health, safety and environmental obligations) incurred in the ordinary course of business;




          (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar
encumbrances and minor title defects affecting real property which, in the aggregate, do not in
any case materially interfere with the ordinary conduct of the business of Holdings, the Borrower
or any material Subsidiary;




          (h) Liens securing judgments for the payment of money not constituting an Event of Default
under Section 8.01(h);




          (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens
attach concurrently with or within two hundred and seventy (270) days after the acquisition,
repair, replacement, construction or improvement (as applicable) of the property subject to such
Liens, (ii) such Liens do not at any time encumber any property except for accessions to such
property other than the property financed by such Indebtedness and the proceeds and the products
thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or
cover any assets (except for accessions to such assets) other than the assets subject to such
Capitalized Leases; provided that individual financings of equipment provided by one lender may be
cross collateralized to other financings of equipment provided by such lender;




          (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of
business which do not (i) interfere in any material respect with the business of Holdings, the
Borrower or any material Subsidiary or (ii) secure any Indebtedness;




          (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of
business;














 



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          (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code
on the items in the course of collection, and (ii) in favor of a banking institution arising as a
matter of law encumbering deposits (including the right of setoff) and which are within the
general parameters customary in the banking industry;




          (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 7.02(i) or to be applied against the purchase price for
such Investment, (ii) attaching to commodity trading accounts or other commodities brokerage
accounts incurred in the ordinary course of business and (iii) consisting of an agreement to
Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the
extent such Investment or Disposition, as the case may be, would have been permitted on the date
of the creation of such Lien;




          (n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party as of the Fourth
Amendment and Restatement Date and (ii) that does not constitute Collateral, which Liens secure
Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03;




          (o) Liens in favor of Holdings, the Borrower or a Restricted Subsidiary securing Indebtedness
permitted under Section 7.03(d);




          (p) Liens existing on property at the time of its acquisition or existing on the property of
any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a
Restricted Subsidiary pursuant to Section 6.14), in each case after the Original Closing Date
(other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and
the replacement, extension or renewal of any Lien permitted by this clause (p) upon or in the same
property previously subject thereto in connection with the replacement, extension or renewal
(without increase in the amount or any change in any direct or contingent obligor) of the amount or
value secured thereby; provided that (i) such Lien was not created in contemplation of such
acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or
cover any other assets or property (other than the proceeds or products thereof and other than
after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred
prior to such time and which Indebtedness and other obligations are permitted hereunder that
require, pursuant to their terms at such time, a pledge of after-acquired property, it being
understood that such requirement shall not be permitted to apply to any property to which such
requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured
thereby is permitted under Section 7.03(e), (g) or (k);




          (q) any interest or title of a lessor under leases entered into by Holdings, the Borrower or
any of the Restricted Subsidiaries in the ordinary course of business;




          (r) Liens on all or a portion of the Collateral to secure Permitted Refinancing Indebtedness,
to the extent permitted by the definition of the term “Permitted Refinancing Indebtedness”;














 



159




          (s) Liens encumbering out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by Holdings, the Borrower or any of the Restricted
Subsidiaries in the ordinary course of business permitted by this Agreement;




          (t) Liens deemed to exist in connection with Investments in repurchase agreements under
Section 7.02 and reasonable customary initial deposits and margin deposits and similar Liens
attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary
course of business and not for speculative purposes;




          (u) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of
business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase
orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted
Subsidiary in the ordinary course of business;




          (v) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of
the Restricted Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;




          (w) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant
to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in
connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted
Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its
Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);




          (x) ground leases in respect of real property on which facilities owned or leased by the
Borrower or any of its Subsidiaries are located;




          (y) Liens arising from precautionary Uniform Commercial Code financing statement filings;




          (z) Liens on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto;




          (aa) second-priority Liens on the Collateral securing Indebtedness incurred pursuant to
Section 7.03(v) so long as such Liens and Indebtedness are subject to the terms of the
Intercreditor Agreement in the capacity of “Second Priority Claims”; and




          (bb) other Liens securing Indebtedness outstanding in an aggregate principal amount not to
exceed $72,500,000.












 



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Notwithstanding the foregoing, no Liens on any IP Collateral shall be permitted at any time, other
than pursuant to Section 7.01(a), (b), (c), (h), (j), (m), (o), (p), (r), (u)(iii), (w) or (aa),
and no Liens (other than those referred to in Section 7.01(a), (r) or (aa)) shall be permitted on
the Collateral consisting of the Equity Interests of the Borrower or the Foreign Holdco.



Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on any
Mortgaged Property other than pursuant to clauses (a), (b), (c), (d), (g), (h), (j), (p), (q), (r),
(x) and (aa) of this Section 7.01 (to the extent, with reference to clause (j) of this Section
7.01, the Borrower and the applicable Loan Party shall use commercially reasonable efforts to cause
such leases, licenses, subleases or sublicenses to be subordinate to the lien of any Mortgage).



Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on the
Tranche S Collateral Account or any asset contained therein other than pursuant to clause (a),
(c), (h) or (l) of this Section 7.01.





          SECTION 7.02. Investments. Make or hold
any
Investments, except:



          (a) Investments by Holdings, the Borrower or a Restricted Subsidiary in assets that were Cash
Equivalents when such Investment was made;




          (b) loans or advances to officers, directors and employees of Holdings, the Borrower and the
Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment,
relocation and analogous ordinary business purposes, (ii) in connection with such Person’s
purchase of Equity Interests of Holdings (or any direct or indirect parent thereof or after a
Qualifying IPO, the Borrower or any Intermediate Holding Company) (provided that the amount of
such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii)
for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount
outstanding not to exceed $7,250,000;




          (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party
(excluding any new Restricted Subsidiary which becomes a Loan Party and excluding any Foreign
Subsidiary), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such
Restricted Subsidiary that is also not a Loan Party and (iii) by the Borrower or any Restricted
Subsidiary (A) in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate
amount of such Investments in Persons that are not Loan Parties (together with, but without
duplication of, the aggregate consideration paid in respect of Permitted Acquisitions of Persons
that do not become Loan Parties pursuant to Section 7.02(i)(B), but with giving effect to any
Investment permitted by Section 7.02(q)) shall not exceed $362,500,000 (net of any return
representing a return of capital in respect of any such Investment) or (B) in any Foreign
Subsidiary that is a Loan Party, consisting of the contribution of Equity Interests of any other
Foreign Subsidiary held directly by the Borrower or such Restricted Subsidiary in exchange for
Indebtedness, Equity Interests or a combination thereof of the Foreign











 



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Subsidiary to which such contribution is made, (C) in any Foreign Subsidiary, constituting an
exchange of Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign
Subsidiary or (D) constituting Guarantees of Indebtedness or other monetary obligations of Foreign
Subsidiaries owing to any Loan Party, to the extent such Guarantees are permitted under Section
7.03 and (iv) by any Foreign Subsidiary that is a Loan Party in any other Foreign Subsidiary that
is a Loan Party (other than any new Restricted Subsidiary that becomes a Loan Party);




          (d) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors and other credits to suppliers in the ordinary course of business;




          (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and
Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;




          (f) Investments (i) existing or contemplated on the Fourth Amendment and Restatement
Effective Date and set forth on Schedule 7.02(f) and any modification, replacement,
renewal, reinvestment or extension thereof and (ii) existing on the Fourth Amendment and
Restatement Effective Date by Holdings, the Borrower or any Restricted Subsidiary in the Borrower
or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided
that the amount of any Investment permitted pursuant to this Section 7.02(f) is not materially
increased from the amount of such Investment on the Fourth Amendment and Restatement Effective
Date via the transfer of assets from any of Holdings or any Subsidiary thereof to such Investment;




          (g) Investments in Swap Contracts permitted under Section 7.03;




          (h) promissory notes and other noncash consideration received in connection with Dispositions
permitted by Section 7.05;




          (i) the purchase or other acquisition of property and assets or businesses of any Person or of
assets constituting a business unit, a line of business or division of such Person, or Equity
Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of
Holdings (including as a result of a merger or consolidation); provided that, with respect to each
purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted
Acquisition”):





          (A) subject to clause (B) below, a majority of all property, assets and
businesses acquired in such purchase or other acquisition shall constitute
Collateral and each applicable Loan Party and any such newly created or acquired
Subsidiary (and, to the extent required under the Collateral and Guarantee
Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be
Guarantors and shall have complied with the requirements of Section 6.11, within
the times specified therein (for the









 



162



avoidance of doubt, this clause (A) shall not override any provisions of the
Collateral and Guarantee Requirement);




          (B) the aggregate amount of consideration paid in respect of acquisitions of
Persons that do not become Loan Parties (together with the aggregate amount of all
Investments in Foreign Subsidiaries that are not Loan Parties pursuant to Section
7.02(c)(iii)(A), but with giving effect to any Investments permitted under Section
7.02(q)) shall not exceed $362,500,000 (net of any return representing a return of
capital in respect of any such Investment);




          (C) the acquired property, assets, business or Person is in the same line of
business as Holdings and the Subsidiaries, taken as a whole;




          (D) the board of directors (or similar governing body) of the Person to be so
purchased or acquired shall not have indicated publicly its opposition to the
consummation of such purchase or acquisition (which opposition has not been
publicly withdrawn);




          (E) (1) immediately before and immediately after giving Pro Forma Effect to
any such purchase or other acquisition, no Default shall have occurred and be
continuing and (2) immediately after giving effect to such purchase or other
acquisition, Holdings, the Borrower and the Restricted Subsidiaries shall be in Pro
Forma Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for
the Test Period in effect at the time such purchase or other acquisition is to
occur and, in the case of acquisitions the aggregate consideration which is in
excess of $36,250,000, evidenced by a certificate from the Chief Financial Officer
of the Borrower demonstrating such compliance calculation in reasonable detail; and




          (F) the Borrower shall have delivered to the Administrative Agent, on behalf
of the Lenders, no later than five (5) Business Days after the date on which any
such purchase or other acquisition is consummated, a certificate of a Responsible
Officer, in form and substance reasonably satisfactory to the Administrative Agent,
certifying that all of the requirements set forth in this clause (i) have been
satisfied or will be satisfied on or prior to the consummation of such purchase or
other acquisition;



          (j) the Transaction, the Restructuring Transaction and the Investment Transaction;




          (k) Investments in the ordinary course of business consisting of Article 3 endorsements for
collection or deposit and Article 4 customary trade arrangements with customers consistent with
past practices;














 



163




          (l) Investments (including debt obligations and Equity Interests) received in connection with
the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent
obligations of, or other disputes with, customers and suppliers arising in the ordinary course of
business or upon the foreclosure with respect to any secured Investment or other transfer of title
with respect to any secured Investment;




          (m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and
not in excess of the amount of (after giving effect to any other loans, advances or Restricted
Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings
(or such parent) in accordance with Section 7.06(h), (i) or (j);




          (n) so long as immediately after giving effect to any such Investment, no Default has occurred
and is continuing and Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma
Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in
effect at the time such Investment is being made, other Investments that do not exceed $20,000,000
in the aggregate, net of any return representing return of capital in respect of any such
investment and valued at the time of the making thereof; provided that, such amount shall be
increased by the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity
Issuances made pursuant to Section 8.05) that are Not Otherwise Applied;




          (o) advances of payroll payments to employees in the ordinary course of business;




          (p) Investments to the extent that payment for such Investments is made solely with Qualified
Equity Interests of Holdings (or the Borrower or an Intermediate Holding Company after a
Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company);




          (q) Investments held by a Restricted Subsidiary (acquired after the Original Closing Date or
of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary
in accordance with Section 7.04 after the Original Closing Date), to the extent that such
Investments were not made in contemplation of or in connection with such acquisition, merger or
consolidation and were in existence on the date of such acquisition, merger or consolidation;




          (r) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than
Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case
entered into in the ordinary course of business;




          (s) the Worldspan Acquisition; provided that such acquisition shall have been
consummated in accordance with the terms of the Worldspan Merger Agreement, without giving effect
to any amendments or waivers by the Borrower thereto that are materially adverse to the Lenders
without the reasonable consent of the Agents; and




          (t) on and following the Orbitz IPO, any Investments in Orbitz TopCo, so long as the
amount actually invested in Orbitz TopCo by Holdings or a Restricted














 



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Subsidiary does not increase upon and following the Orbitz IPO (it being understood that increases
in the value of Orbitz TopCo upon and following the Orbitz IPO that do not result from Investments
by Holdings or a Restricted Subsidiary in Orbitz TopCo shall be permitted by this clause (t));



provided that (x) the only Investment in Travelport Guarantor that shall be permitted to be made
under this Section 7.02 shall be pursuant to the Investment Transaction and (y) no Investment in
an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be
permitted hereunder to the extent that any portion of such Investment is used to make any
prepayments, redemptions, purchases, defeasances and other payments in respect of Junior
Financings or Indebtedness under any Second Lien Debt Document.





          SECTION 7.03. Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except:



          (a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan
Documents;




          (b) Indebtedness (i) outstanding on the Original Closing Date and listed on Schedule
7.03(b), provided that the letters of credit and surety bonds listed thereon must be
backstopped by a Letter of Credit issued hereunder and, other than in respect of any letter of
credit or any surety bond listed thereon or any drawing upon any such letter of credit or surety
bond, any Permitted Refinancing thereof; and (ii) intercompany Indebtedness outstanding on the
Original Closing Date;




          (c) Guarantees by Holdings, the Borrower or any Restricted Subsidiary in respect of
Indebtedness of Holdings, the Borrower or any Restricted Subsidiary otherwise permitted hereunder
(except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section
7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under
this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness
under any Second Lien Debt Document, any High Yield Note, Junior Financing or Permitted Refinancing
Indebtedness shall be permitted unless such Restricted Subsidiary shall have also provided a
Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the
Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be
subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as
those contained in the subordination of such Indebtedness;




          (d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings,
the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted
by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is
not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the
Security Agreement;




          (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases)
financing the acquisition, construction, repair, replacement or











 



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improvement of fixed or capital assets, other than software; provided that such Indebtedness is
incurred concurrently with or within two hundred and seventy (270) days after the applicable
acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness
arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted
Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);
provided that the aggregate principal amount of Indebtedness outstanding at any one time pursuant
to this Section 7.03(e) shall not exceed 5% of Total Assets at such time;




          (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates,
foreign exchange rates or commodities pricing risks incurred in the ordinary course of business
and not for speculative purposes;




          (g) Indebtedness of the Borrower, any Foreign Subsidiary or any Guarantor (i) assumed in
connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in
each case, that is secured only by the assets or business acquired in the applicable Permitted
Acquisition (including any acquired Equity Interests) and so long as both immediately prior and
after giving effect thereto, (A) no Default shall exist or result therefrom, (B) Holdings, the
Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set
forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time of the assumption
or incurrence of such Indebtedness and (C) the aggregate principal amount of such Indebtedness and
all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant
to this paragraph (g) does not exceed $145,000,000; provided that the aggregate amount of
Indebtedness outstanding at Persons that are not Loan Parties pursuant to this clause (g) and
clause (n) below shall not exceed $100,000,000 at any one time;




          (h) (i) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (A) assumed in
connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in
contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and
(ii) any Permitted Refinancing of the foregoing; provided that, in each case, such Indebtedness and
all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured, (w) both
immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom
and (2) Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with
the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test Period in effect at the time
of the assumption or incurrence of such Indebtedness, (x) matures after, and does not require any
scheduled amortization or other scheduled payments of principal prior to, the Latest Maturity Date
in effect at the time such Indebtedness is incurred (it being understood that such Indebtedness may
have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of
clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and
subordination terms), taken as a whole, that are not materially less favorable to the Borrower as
the terms and conditions of the High Yield Notes as of the Original Closing Date; provided that a
certificate of a Responsible Officer delivered to the Administrative Agent at least five Business
Days prior to the incurrence of such Indebtedness, together with a reasonably











 



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detailed description of the material terms and conditions of such Indebtedness or drafts of the
documentation relating thereto, stating that the Borrower has determined in good faith that such
terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms
and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the
Borrower within such five Business Day period that it disagrees with such determination (including
a reasonable description of the basis upon which it disagrees), and (z) with respect to such
Indebtedness described in the immediately preceding clause (B) or any Permitted Refinancing
thereof, is incurred by the Borrower or a Guarantor; provided further that notwithstanding anything
contained in the Loan Documents to the contrary, (a) the maximum principal amount of all
Indebtedness described in clause (A) of this paragraph (together with any Permitted Refinancing of
Indebtedness in respect thereof) with respect to which a Restricted Subsidiary that is not a
Guarantor may become liable shall be $145,000,000 and (b) the only obligors with respect to any
Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of
Indebtedness in respect thereof shall be of those Persons who were obligors of such Indebtedness
immediately prior to such Permitted Acquisition;




          (i) Indebtedness representing deferred compensation to employees of the Borrower and the
Restricted Subsidiaries incurred in the ordinary course of business;




          (j) Indebtedness to current or former officers, directors and employees, their respective
estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of
Holdings permitted by Section 7.06;




          (k) Indebtedness incurred by Holdings, the Borrower or any Restricted Subsidiary in a
Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition to
the extent constituting indemnification obligations or obligations in respect of purchase price or
other similar adjustments;




          (l) Indebtedness consisting of obligations of Holdings, the Borrower or any Restricted
Subsidiary under deferred compensation or other similar arrangements incurred by such Person in
connection with the Transaction and Permitted Acquisitions or any other Investment expressly
permitted hereunder;




          (m) Cash Management Obligations and other Indebtedness in respect of netting services,
overdraft protections and similar arrangements in each case in connection with deposit accounts;




          (n) Indebtedness in an aggregate principal amount not to exceed $362,500,000, at any time
outstanding; provided that a maximum of $145,000,000 in aggregate principal amount of such
Indebtedness (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are
not Guarantors outstanding at any time under Section 7.03(g)) may be incurred by Foreign
Subsidiaries that are not Guarantors;














 



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          (o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay
obligations contained in supply arrangements, in each case, in the ordinary course of business;




          (p) Indebtedness incurred by Holdings, the Borrower or any of the Restricted Subsidiaries in
respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued
or created in the ordinary course of business, including in respect of workers’ compensation
claims, health, disability or other employee benefits or property, casualty or liability insurance
or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding
workers’ compensation claims; provided that any reimbursement obligations in respect thereof are
reimbursed within 30 days following the incurrence thereof;




          (q) obligations in respect of performance, bid, appeal and surety bonds and performance and
completion guarantees and similar obligations provided by Holdings, the Borrower or any of the
Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar
instruments related thereto, in each case in the ordinary course of business or consistent with
past practice;




          (r) [Reserved];




          (s) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the
face amount of such Letter of Credit;




          (t) Indebtedness in respect of the High Yield Notes and any Permitted Refinancing thereof;




          (u) Permitted Refinancing Indebtedness;




          (v) Indebtedness under the Second Lien Debt Documents (and any Permitted Refinancing thereof)
in an aggregate principal amount at any time outstanding not to exceed $342,500,000 plus the amount
of any interest added to the principal thereof in accordance with the terms of the Second Lien Debt
Documents (or the equivalent documentation with respect to any Permitted Refinancing thereof); and




          (w) all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in clauses (a) through (v)
above;



provided that no Indebtedness that would otherwise be permitted under this Section 7.03 shall be
permitted hereunder to the extent such Indebtedness constitutes a PIK Guarantee.





          SECTION 7.04. Fundamental Changes. Merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except that:













 



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          (a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose
of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower
shall be the continuing or surviving Person and (y) such merger does not result in the Borrower
ceasing to be incorporated under the Laws of the United States, any state thereof or the District
of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any
Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan
Party shall be the continuing or surviving Person;




          (b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any
other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may
liquidate or dissolve or change its legal form if Holdings determines in good faith that such
action is in the best interests of Holdings and its Subsidiaries and if not materially
disadvantageous to the Lenders;




          (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided
that if the transferor in such a transaction is a Guarantor or a Borrower, then (i) the transferee
must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such
Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is
not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;




          (d) so long as no Default exists or would result therefrom, the Borrower may merge with any
other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or
(ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower
(any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity
organized or existing under the laws of the United States, any state thereof, the District of
Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the
obligations of the Borrower under this Agreement and the other Loan Documents to which the
Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to
the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or
consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply
to the Successor Borrower’s obligations under this Agreement, (D) each Guarantor, unless it is the
other party to such merger or consolidation, shall have by a supplement to the Security Agreement
confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations
under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to
such merger or consolidation, shall have by an amendment to or restatement of the applicable
Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s
obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative
Agent an officer’s certificate and an opinion of counsel, each stating that such merger or
consolidation and such supplement to this Agreement or any Collateral Document comply with this
Agreement; provided further that if the foregoing are satisfied, the Successor Borrower will
succeed to, and be substituted for, the Borrower under this Agreement;











 



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          (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may
merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02;
provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together
with each of its Restricted Subsidiaries, shall have complied with the requirements of Section
6.11;




          (f) so long as no Default exists or would result therefrom and no material assets have been
transferred to such Subsidiaries from Holdings or any Subsidiary thereof from the Original Closing
Date to the date of such dissolution or liquidation, the Subsidiaries listed on Schedule
7.04(f) may be dissolved or liquidated; and




          (g) so long as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition
permitted pursuant to Section 7.05.





          SECTION 7.05. Dispositions. Make any Disposition,
except:



          (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired,
in the ordinary course of business and Dispositions of property no longer used or useful in the
conduct of the business of the Borrower and the Restricted Subsidiaries;




          (b) Dispositions of inventory and immaterial assets in the ordinary course of business;




          (c) Dispositions of property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property that is promptly purchased or (ii) the
proceeds of such Disposition are promptly applied to the purchase price of such replacement
property (which replacement property is actually promptly purchased);




          (d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if
the transferor of such property is a Guarantor or a Borrower (i) the transferee thereof must
either be a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an
Investment, such transaction is permitted under Section 7.02;




          (e) Dispositions permitted by Sections 7.04 and 7.06, Liens permitted by Section 7.01 and
Investments permitted by Section 7.02;




          (f) Dispositions of property (other than IP Collateral) pursuant to sale-leaseback
transactions; provided that (i) with respect to such property owned by Holdings, the Borrower or
any Restricted Subsidiary on the Original Closing Date, the fair market value of all property so
Disposed of after the Original Closing Date (taken together with the aggregate book value of all
property Disposed of pursuant to Section 7.05(j)) shall not exceed five percent (5%) of Total
Assets per year and (ii) with respect to such property acquired by Holdings, the Borrower or any
Restricted Subsidiary after the Original Closing Date, the applicable sale-leaseback
transaction occurs within two











 



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hundred and seventy (270) days after the acquisition or construction (as applicable)
of such property;




          (g) Dispositions in the ordinary course of business of Cash Equivalents;




          (h) leases, subleases, licenses or sublicenses (including the provision of software under an
open source license), in each case in the ordinary course of business and which do not materially
interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries;




          (i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of
such Casualty Event;




          (j) Dispositions of property not otherwise permitted under this Section 7.05; provided that
(i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default exists), no Default shall exist or would
result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance
on this clause (j) (taken together with the aggregate fair market value of all property Disposed of
pursuant to Section 7.05(f)) shall not exceed five percent (5%) of Total Assets per year and (iii)
with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of
$14,500,000, Holdings, the Borrower or a Restricted Subsidiary shall receive not less than 75% of
such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all
Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens
permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)); provided, however, that
for the purposes of this clause (iii), (A) any liabilities (as shown on Holdings’, the Borrower’s
or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes
thereto) of Holdings, the Borrower or such Restricted Subsidiary, other than liabilities that are
by their terms subordinated to the payment in cash of the Obligations, that are assumed by the
transferee with respect to the applicable Disposition and for which Holdings, the Borrower and all
of the Restricted Subsidiaries shall have been validly released by all applicable creditors in
writing, (B) any securities received by Holdings, the Borrower or such Restricted Subsidiary from
such transferee that are converted by Holdings, the Borrower or such Restricted Subsidiary into
cash (to the extent of the cash received) within 180 days following the closing of the applicable
Disposition and (C) any Designated Non-Cash Consideration received by Holdings, the Borrower or
such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value,
taken together with all other Designated Non-Cash Consideration received pursuant to this clause
(C) that is at that time outstanding, not in excess of 2.5% of Total Assets (as such term is
defined in the Senior Notes Indenture as of the Original Closing Date) at the time of the receipt
of such Designated Non-Cash Consideration, with the fair market value of each item of Designated
Non-Cash Consideration being measured at the time received and without giving effect to subsequent
changes in value, shall be deemed to be cash;




          (k) any Disposition of any Subsidiary listed on Schedule 7.05(k) as amended on the
Second Amendment and Restatement Effective Date, so long as no











 



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material assets are transferred to any such Subsidiary from Holdings or any Subsidiary
thereof from the Original Closing Date to the date of such Disposition;




          (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant
to customary buy/sell arrangements between, the joint venture parties set forth in joint venture
arrangements and similar binding arrangements;




          (m) any Disposition of any Subsidiary listed on Schedule 7.05(m) to any wholly owned
Subsidiary that is not a Loan Party so long as no material assets are transferred to any such
Subsidiary from Holdings or any Subsidiary thereof from the Original Closing Date to the date of
such Disposition;




          (n) any Disposition of common Equity Interests of Orbitz TopCo occurring upon the
consummation of the Orbitz IPO, so long as:





          (i) (x) the Net Cash Proceeds of such Disposition shall be used to prepay Term Loans
pursuant to Section 2.05(b)(ii)(A) and (y) the Net Cash Proceeds (other than amounts
funded solely under any revolving credit facility of Orbitz TopCo or any of its
Subsidiaries) of the first transaction or first series of related transactions whereby
Orbitz TopCo or any of its Subsidiaries incurs or guarantees material Indebtedness upon,
in connection with or after the consummation of the Orbitz IPO shall be used to prepay
Term Loans pursuant to Section 2.05(b)(ii)(A); provided that, without derogation of any
obligations of the Loan Parties in clauses (x) or (y) of this Section 7.05(n), in no event
shall the amount applied to prepay Term Loans with the Net Cash Proceeds referred to in
clauses (x) and (y) of this Section 7.05(n) be less than the amount necessary to prepay
the Dollar Equivalent of $775,000,000 in principal amount of Term Loans plus any accrued
and unpaid interest thereon; provided further that once the Borrower has applied the Net
Cash Proceeds referred to in clauses (x) and (y) to prepay the Term Loans in an amount of
not less than the Dollar Equivalent of $775,000,000, an aggregate principal amount of up
to $100,000,000 of additional Net Cash Proceeds referred to in clauses (x) and (y) shall
not be required to be used to prepay Term Loans; and




          (ii) substantially simultaneously with the consummation of the Orbitz IPO, the
Borrower shall be able to declare, and it shall have declared, Orbitz TopCo and its
Subsidiaries as Unrestricted Subsidiaries in accordance with the requirements of Section
6.14;



          (o) any Disposition of Equity Interests of Orbitz TopCo following the Orbitz IPO; provided
that if the Total Leverage Ratio as of the last day of the immediately preceding Test Period as
determined on a Pro Forma Basis (as set forth on a certificate of a Responsible Officer provided
by the Borrower) is (x) greater than or equal to 4.0:1.0, 100% of the Net Cash Proceeds of such
Disposition shall be subject to Section 2.05(b)(ii), (y) less than 4.0:1.0 and greater than or
equal to 3.0:1.0, 50% of the Net Cash Proceeds shall be subject to Section 2.05(b)(ii) and (z)
less than 3.0:1.0, 0% of the Net Cash Proceeds of such Disposition shall be subject to Section
2.05(b)(ii);














 



172




          (p) entry into the Permitted Disposition Agreement and consummation of the Permitted
Disposition; provided that (i) the Permitted Disposition shall not be consummated unless at least
$655,000,000 of Net Cash Proceeds will be received by the Borrower and/or its Subsidiaries (other
than an Unrestricted Subsidiary) upon consummation thereof, (ii) such Net Cash Proceeds shall be
applied to prepay Term Loans pursuant to Section 2.05(b)(ii); (iii) notwithstanding any provision
to the contrary contained in the Loan Documents, the Permitted Disposition shall only be made
pursuant to and in accordance with this Section 7.05(p) and not pursuant to any other provision of
this Agreement, and (iv) the Borrower shall give prompt written notice to the Administrative Agent
of the earlier to occur of (A) the termination or expiration of the Permitted Disposition
Agreement and (B) the consummation of the Permitted Disposition;




          (q) any Disposition consisting of a substantially concurrent cancellation of the Tranche A
Intercompany Note and Second Lien Tranche A Term Loans; and




          (r) the Disposition of the Second Lien Tranche A Term Loans to the Travelport Guarantor
pursuant to the Investment Transaction;



provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to
Sections 7.05(e), (r) and (m) and except for Dispositions from a Loan Party to another Loan Party),
shall be for no less than the fair market value of such property at the time of such Disposition.
To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any
Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be
sold free and clear of the Liens created by the Loan Documents, and, if requested by the
Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by
this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be
authorized to take any actions deemed appropriate in order to effect the foregoing; provided
further that no Disposition of any Second Lien Tranche A Term Loan (or any Indebtedness in respect
of any Permitted Refinancing thereof) other than pursuant to the Restructuring Transaction or the
Investment Transaction shall be permitted to be made hereunder if such Disposition is being made,
directly or indirectly, to any 5% Shareholder (other than Dispositions in connection with ratable
redemptions). The Disposition comprising the Orbitz IPO shall be made pursuant to Section 7.05(n)
and not any other provision of Section 7.05.





          SECTION 7.06. Restricted Payments. Declare or make, directly
or indirectly, any Restricted Payment, except:



          (a) the Borrower and each Restricted Subsidiary may make Restricted Payments to Holdings, the
Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly owned Restricted Subsidiary, to Holdings, the Borrower and any other Restricted
Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on
their relative ownership interests of the relevant class of Equity Interests);














 



173




          (b) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend
payments or other distributions payable solely in the Equity Interests (other than Disqualified
Equity Interests not otherwise permitted by Section 7.03) of such Person;




          (c) [Reserved];




          (d) Restricted Payments made on the Original Closing Date to consummate the Original Closing
Date Transactions;




          (e) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted
Subsidiaries may enter into and consummate transactions expressly permitted by any provision of
Section 7.04 or 7.08 other than Section 7.08(f);




          (f) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary
deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a
portion of the exercise price of such options or warrants;




          (g) Holdings (or the Borrower or any Intermediate Holding Company after a Qualifying IPO of
Holdings, the Borrower or such Intermediate Holding Company, as the case may be) may pay (or make
Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase,
retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any
such parent of Holdings or of the Borrower or any Intermediate Holding Company after a Qualifying
IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) by any
future, present or former employee or director of Holdings (or any direct or indirect parent of
Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or
director stock option plan or any other employee or director benefit plan or any agreement
(including any stock subscription or shareholder agreement) with any employee or director of
Holdings or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made
pursuant to this clause (g) shall not exceed $29,000,000, in any calendar year (which shall
increase to $36,250,000 subsequent to the consummation of a Qualifying IPO of Holdings, the
Borrower or such Intermediate Holding Company, as the case may be) (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to a maximum (without giving
effect to the following proviso) of $36,250,000 in any calendar year (which shall increase to
$72,500,000, subsequent to the consummation of a Qualifying IPO of Holdings, the Borrower or such
Intermediate Holding Company, as the case may be)); provided further that such amount in any
calendar year may be increased by an amount not to exceed:





          (i) the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified
Equity Interests) of Holdings and, to the extent contributed to Holdings, Equity Interests
of any of Holdings’ direct or indirect parent companies, in each case to members of
management, directors or consultants of Holdings, any of its Subsidiaries or any of its
direct or indirect parent companies that occurs after the Original Closing Date, to
the extent the Net Cash Proceeds









 



174



from the sale of such Equity Interests have been Not Otherwise Applied to the
payment of Restricted Payments by virtue of Section 7.06(i); plus




          (ii) the Net Cash Proceeds of key man life insurance policies received by Holdings or
its Restricted Subsidiaries; less




          (iii) the amount of any Restricted Payments previously made with the cash proceeds
described in clauses (i) and (ii) of this Section 7.06(g);


provided further that any cancellation of Indebtedness owing to Holdings from members of management
of Holdings, any of Holdings’ direct or indirect parent companies or any of Holdings’ Restricted
Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any of its direct
or indirect parent companies will be deemed not to constitute a Restricted Payment for purposes of
this covenant or any other provision of this Agreement;




          (h) the Borrower and its Restricted Subsidiaries may make Restricted
Payments to Holdings:





          (i) the proceeds of which will be used to pay (or to make Restricted Payments to allow
any direct or indirect parent of Holdings to pay) the tax liability to each relevant
jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the
relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Borrower
or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately;




          (ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted
Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses
incurred in the ordinary course of business and other corporate overhead costs and
expenses (including administrative, legal, accounting and similar expenses provided by
third parties), which are reasonable and customary and incurred in the ordinary course of
business, in an aggregate amount not to exceed $4,350,000 in any fiscal year plus any
reasonable and customary indemnification claims made by directors or officers of Holdings
(or any parent thereof) attributable to the ownership or operations of the Borrower and
its Subsidiaries;




          (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and
other fees, taxes and expenses required to maintain its (or any of its direct or indirect
parents’) corporate existence;




          (iv) the proceeds of which shall be used by Holdings to make Restricted Payments
permitted by Section 7.06(g);




          (v) to finance any Investment permitted to be made pursuant to Section 7.02; provided
that (A) such Restricted Payment shall be made substantially concurrently with the closing
of such Investment and (B) Holdings shall, immediately following the closing thereof,
cause (1) all property acquired









 



175



(whether assets or Equity Interests) to be contributed to the Borrower or its Restricted
Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person
formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate
such Permitted Acquisition, in each case, in accordance with the requirements of Section
6.11; and




          (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted
Payments to allow any direct or indirect parent thereof to pay) customary fees and expenses
(other than to Affiliates) related to any unsuccessful equity or debt offering permitted by
this Agreement;



          (i) in addition to the foregoing Restricted Payments and so long as no Default shall have
occurred and be continuing or would result therefrom, the Borrower may make additional Restricted
Payments to Holdings the proceeds of which may be utilized by Holdings to make additional
Restricted Payments, in an aggregate amount, together with the aggregate amount of (A)
prepayments, redemptions, purchases, defeasance and other payments in respect of Junior Financings
made pursuant to Section 7.15(a)(iv) and (B) loans and advances to Holdings made pursuant to
Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the
aggregate amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity
Issuances made pursuant to Section 8.05) that are Not Otherwise Applied;




          (j) [Reserved];




          (k) Restricted Payments made on or after the Fourth Amendment and Restatement Effective Date
to consummate the Restructuring Transaction in an aggregate amount not to exceed $297,000,000; and




          (l) Restricted Payments made on the Worldspan Closing Date to consummate the Worldspan
Transactions.





          SECTION 7.07. Change in Nature of Business. Engage in any material
line of business substantially different from those lines of business conducted
by the Borrower and the Restricted Subsidiaries on the Original Closing Date or
any business reasonably related or ancillary thereto.




          SECTION 7.08. Transactions with Affiliates. Enter into any
transaction of any kind with any Affiliate of Holdings whether or not in the
ordinary course of business, other than (a) transactions among Loan Parties or
any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as
a result of such transaction, (b) on terms substantially as favorable to
Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by
Holdings, the Borrower or such Restricted Subsidiary at the time in a
comparable arm’s-length transaction with a Person other than an Affiliate, (c)
the payment of fees and expenses related to the Transaction, the
Restructuring Transaction









 



176



or the Investment Transaction, (d) the issuance of Equity Interests to the management of Holdings
or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and
monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount
permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the Original
Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor
Management Agreement as in effect on the Original Closing Date and related indemnities and
reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or
retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other
transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted
under this Article VII, (h) employment and severance arrangements between Holdings, the Borrower
and the Restricted Subsidiaries and their respective officers and employees in the ordinary course
of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and
the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such
parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent
attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) the
payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf
of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in
the ordinary course of business to the extent attributable to the ownership or operation of
Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted
agreements in existence on the Original Closing Date and set forth on
Schedule 7.08 or any
amendment thereto to the extent such an amendment is not adverse to the Lenders in any material
respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m)
customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsor made
for any financial advisory, financing, underwriting or placement services or in respect of other
investment banking activities (including in connection with acquisitions or divestitures), which
payments are approved by the majority of the members of the board of directors or a majority of the
disinterested members of the board of directors of Holdings in good faith and (n) the consummation
of the Restructuring Transaction and the Investment Transaction.




          SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual
Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a)
any Restricted Subsidiary that is not a Guarantor to make Restricted Payments to the Borrower or
any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist
Liens on property of such Person










 



177



for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan
Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual
Obligations which (i) (x) exist on the Original Closing Date and (to the extent not otherwise
permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent
Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing
Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or
refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand
the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time
such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual
Obligations were not entered into solely in contemplation of such Person becoming a Restricted
Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that
are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii)
represent Indebtedness of a Restricted Subsidiary which is not a Loan Party which is permitted by
Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are
customary provisions in joint venture agreements and other similar agreements applicable to joint
ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in
the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of
any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative
pledge relates to the property financed by or the subject of such Indebtedness (and excluding in
any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on
leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such
restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any
agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g) to the
extent that such restrictions apply only to the property or assets securing such Indebtedness or,
in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted
Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the Borrower or any
Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered
into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by
customers under contracts entered into in the ordinary course of business, (xii) are restrictions
set forth in Permitted Refinancing Indebtedness Documents or (xiii) are restrictions set forth in
the Second Lien Credit Agreement or any other Second Lien Debt Document, provided that (x) with
respect to clause (a) above, such restrictions are no more onerous than those set forth herein
and in the other Loan Documents and (y) with








 



178


 respect to clause (b) above, such restrictions are no more onerous than those
set forth in the Second Lien Debt Documents on the Fourth Amendment and
Restatement Effective Date.



          SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit
Extension, whether directly or indirectly, in a manner inconsistent with the
uses set forth in the preliminary statements to this Agreement.



          SECTION 7.11. Maximum Total Leverage
Ratio. Permit the Total Leverage Ratio for any Test Period
ending on any date set forth below to be greater than the ratio
set forth below opposite such date:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2007
	 	 	7.75:1	 	 	 	7.60:1	 	 	 	7.50:1	 	 	 	7.25:1	 
	2008
	 	 	7.25:1	 	 	 	7.25:1	 	 	 	7.00:1	 	 	 	6.75:1	 
	2009
	 	 	6.75:1	 	 	 	6.75:1	 	 	 	6.50:1	 	 	 	6.00:1	 
	2010
	 	 	6.00:1	 	 	 	6.00:1	 	 	 	5.75:1	 	 	 	5.75:1	 
	2011
	 	 	5.75:1	 	 	 	5.75:1	 	 	 	8.00:1	 	 	 	8.00:1	 
	2012
	 	 	8.00:1	 	 	 	8.00:1	 	 	 	8.00:1	 	 	 	8.00:1	 
	2013
	 	 	8.00:1	 	 	 	8.00:1	 	 	 	7.75:1	 	 	 	7.75:1	 
	2014
	 	 	7.50:1	 	 	 	7.50:1	 	 	 	7.50:1	 	 	 	7.50:1	 
	Thereafter
	 	 	7.25:1	 	 	 	7.25:1	 	 	 	7.25:1	 	 	 	7.25:1	 







          SECTION 7.12. First Lien Leverage Ratio. Permit the First Lien
Leverage Ratio for any Test Period ending on any date set forth below to be
greater than the ratio set forth below opposite such date:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2011
	 	 	 	 	 	 	 	 	 	 	4.00:1	 	 	 	4.00:1	 
	2012
	 	 	4.00:1	 	 	 	4.00:1	 	 	 	4.00:1	 	 	 	4.00:1	 
	2013
	 	 	4.00:1	 	 	 	4.00:1	 	 	 	3.85:1	 	 	 	3.85:1	 
	2014
	 	 	3.70:1	 	 	 	3.70:1	 	 	 	3.70:1	 	 	 	3.70:1	 
	Thereafter
	 	 	3.50:1	 	 	 	3.50:1	 	 	 	3.50:1	 	 	 	3.50:1	 






          SECTION 7.13. Minimum Liquidity. Permit
the
Minimum Cash as of the end of any fiscal quarter ending after the Fourth
Amendment and Restatement Effective Date to be less than the Minimum Amount.




          SECTION 7.14. Accounting Changes. Make any
change in fiscal year; provided, however, that Holdings may, upon written
notice to the Administrative Agent, change its fiscal year to any









 



179



other fiscal year reasonably acceptable to the Administrative Agent, in which
case, the Borrower and the Administrative Agent will, and are hereby authorized
by the Lenders to, make any adjustments to this Agreement that are necessary to
reflect such change in fiscal year.




          SECTION 7.15. Prepayments, Etc. of Indebtedness.



          (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner, or make any payment of interest in respect of, (A) the Senior Subordinated
Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any other Indebtedness that
is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents
(other than, for the avoidance of doubt, any Indebtedness under any Second Lien Debt Document)
(collectively, “Junior Financing”) or (B) Indebtedness under any Second Lien Debt Document, or (ii)
make any payment in violation of any subordination terms of any Junior Financing Documentation,
except in the case of clauses (i) and (ii), (1) the refinancing of Indebtedness under any Second
Lien Debt Document or any Junior Financing with the Net Cash Proceeds of any Indebtedness (to the
extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted
pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant
to Section 2.05(b), or of any Indebtedness of Holdings, (2) the conversion of any Junior Financing
or Indebtedness under any Second Lien Debt Document to Equity Interests (other than Disqualified
Equity Interests) of Holdings or any of its direct or indirect parents, (3) the prepayment of
Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted
Subsidiary to the extent expressly permitted by the Collateral Documents, (4) the payment of
regularly scheduled interest in respect of Junior Financings, (5) the payment of regularly
scheduled interest in respect of any Indebtedness under any Second Lien Debt Document so long as
such interest payments are not paid in cash, Cash Equivalents or other assets (other than any
interest payments in the form of additional principal amount of such Indebtedness) (and, for the
avoidance of doubt, are paid only by increasing the outstanding aggregate principal amount of such
Indebtedness); provided that such interest payments may be paid in cash or Cash Equivalents so long
as both immediately prior to and after giving effect to such payments, (x) the First Lien Leverage
Ratio for the immediately preceding Test Period was less than 3.00:1, (y) no Default exists or
would result therefrom and (z) Holdings, the Borrower and the Restricted Subsidiaries will be in
Pro Forma Compliance with the covenants set forth in Sections 7.11, 7.12 and 7.13 for the Test
Period in effect at the time such payment is being made, and (6) prepayments, redemptions,
purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled
maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made
pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section
7.02(m), not to exceed the amount of Net Cash Proceeds of Permitted Equity Issuances (other than
Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied.




          (b) Amend, modify or change, including pursuant to any renewal, extension, refunding,
restructuring, replacement or refinancing of the Second Lien Credit Agreement then in effect, in
any manner materially adverse to the interests of the Lenders











 



180



any term or condition of any Junior Financing Documentation or any Second Lien Debt Document
without the consent of the Arrangers.





          SECTION 7.16. Equity Interests of the Borrower and Restricted
Subsidiaries. Permit any Domestic Subsidiary that is a Restricted
Subsidiary to become a non-wholly owned Subsidiary, except to the extent such
Restricted Subsidiary continues to be a Guarantor or in connection with a sale
of all of such Restricted Subsidiary or the designation of an Unrestricted
Subsidiary pursuant to Section 6.14.




          SECTION 7.17. Holding Company; Foreign Subsidiaries. In the case of Holdings, Intermediate Parent and TDS
Intermediate Parent, conduct, transact or otherwise engage in any business or
operations other than those incidental to (i) its ownership of the Equity
Interests of the Borrower and the Foreign Holdco or other Foreign Subsidiaries,
(ii) the maintenance of its legal existence, (iii) the performance of the Loan
Documents, the Purchase Agreement and the other agreements contemplated by the
Purchase Agreement, (iv) the performance of the Second Lien Debt Documents to
which it is a party, (v) any public offering of its common stock or any other
issuance of its Equity Interests not prohibited by this Article VII or (vi) any
transaction that Holdings, Intermediate Parent or TDS Intermediate Parent is
permitted to enter into or consummate under this Article VII.



ARTICLE VIII




Events of Default and Remedies




          SECTION 8.01. Events of Default. Any
of the following events referred to in any of clauses (a)
through (m) inclusive of this Section 8.01 shall constitute an
“Event of Default”:



          (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required
to be paid herein, any amount of principal of any Loan, (ii) within five (5) Business Days after
the same becomes due, any interest on any Loan or any other amount payable hereunder or with
respect to any other Loan Document, or (iii) when and as required to be paid herein, any amount
required to be prepaid and/or Cash Collateralized pursuant to the third or fourth sentence of
Section 2.05(b)(iv); or




          (b) Specific Covenants. Holdings or the Borrower fails to perform or observe any term,
covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to
Holdings and the Borrower) or Article VII; provided that any Event of Default under Section 7.11 or
7.12 is subject to cure as contemplated by Section 8.05; or











 



181




          (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement
(not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be
performed or observed and such failure continues for thirty (30) days after notice thereof by the
Administrative Agent to the Borrower; or




          (d) Representations and Warranties. Any representation, warranty, certification or statement
of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any
other Loan Document, or in any document required to be delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or deemed made; or




          (e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment
beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise), in respect of any Indebtedness (other
than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such
Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of
Secured Hedge Agreements, termination events or equivalent events pursuant to the terms of such
Secured Hedge Agreements), the effect of which default or other event is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness
to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or
an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness,
if such sale or transfer is permitted hereunder and under the documents providing for such
Indebtedness; or




          (f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes
an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator,
administrative receiver or similar officer for it or for all or any material part of its property;
or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator,
administrative receiver or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any
proceeding under any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues undismissed or
unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding;
or




          (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its debts in excess of
the Threshold Amount as they become due, or (ii) any writ or











 



182



warrant of attachment or execution or similar process is issued or levied against all or any
material part of the property of the Loan Parties, taken as a whole, and is not released, vacated
or fully bonded within sixty (60) days after its issue or levy; or




          (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final
judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount
(to the extent not covered by independent third-party insurance as to which the insurer has been
notified of such judgment or order and has not denied or failed to acknowledge coverage thereof)
and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded
pending an appeal for a period of sixty (60) consecutive days; or




          (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan
which has resulted or could reasonably be expected to result in liability of any Loan Party under
Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a
Material Adverse Effect, (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount
which could reasonably be expected to result in a Material Adverse Effect, or (iii) a termination,
withdrawal or noncompliance with applicable law or plan terms or termination, withdrawal or other
event similar to an ERISA Event occurs with respect to a Foreign Plan that could reasonably be
expected to result in a Material Adverse Effect; or




          (j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly permitted hereunder or
thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a
result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in
writing the validity or enforceability of any provision of any Loan Document; or any Loan Party
denies in writing that it has any or further liability or obligation under any Loan Document
(other than as a result of repayment in full of the Obligations and termination of the Aggregate
Commitments), or purports in writing to revoke or rescind any Loan Document; or




          (k) Change of Control. There occurs any Change of Control; or




          (l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to
Section 4.01 of the Original Credit Agreement, Section 4.02 of the Second Amended and Restated
Credit Agreement or Section 6.11 shall for any reason (other than pursuant to the terms thereof,
including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a
valid and perfected lien, with the priority required by the Collateral Documents (or other security
purported to be created on the applicable Collateral), on and security interest in any material
portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section
7.01, except to the extent that any such loss of perfection or priority results from the failure of
the Administrative Agent or the Collateral Agent to maintain possession of
certificates











 



183



actually delivered to it representing securities pledged under the Collateral Documents or to file
Uniform Commercial Code continuation statements and except as to Collateral consisting of real
property to the extent that such losses are covered by a lender’s title insurance policy and such
insurer has not denied or failed to acknowledge coverage, (ii) any of the Equity Interests of the
Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens
created by the Security Agreement, Liens created by the Second Lien Collateral Documents, Liens
created by the collateral documents governing any Permitted Refinancing Indebtedness, or any
nonconsensual Liens arising solely by operation of Law or (iii) the Intercreditor Agreement is not
or ceases to be binding on or enforceable against any party thereto (or against any person on whose
behalf any such party makes any covenant or agreements therein), or shall otherwise not be
effective to create the rights and obligations purported to be created thereunder; or




          (m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the
Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or
“Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing
Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation
shall, in whole or in part, cease to be effective or cease to be legally valid, binding and
enforceable against the holders of any Junior Financing, if applicable.





          SECTION 8.02. Remedies Upon Event of Default. If any Event of
Default occurs and is continuing, the Administrative Agent may and, at the
request of the Required Lenders, shall take any or all of the following actions:



          (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers
to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;




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




          (c) require that the Borrower Cash Collateralize the Revolving L/C Obligations (in an amount
equal to the then Outstanding Amount thereof); and




          (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;



provided that upon the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to
make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding














 



184



Loans and all interest and other amounts as aforesaid shall automatically become due and payable,
and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or
any Lender.





          SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the
purpose of determining whether a Default has occurred under clause (f) or (g) of
Section 8.01, any reference in any such clause to any Restricted Subsidiary or
Loan Party shall be deemed not to include any Restricted Subsidiary affected by
any event or circumstances referred to in any such clause that did not, as of
the last day of the most recent completed fiscal quarter of Holdings, have
assets with a value in excess of 5% of the consolidated total assets of
Holdings, Borrower and the Restricted Subsidiaries and did not, as of the four
quarter period ending on the last day of such fiscal quarter, have revenues
exceeding 5% of the total revenues of Holdings, the Borrower and the Restricted
Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any
event or circumstance referred to in any such clause shall be considered
together, as a single consolidated Restricted Subsidiary, for purposes of
determining whether the condition specified above is satisfied).




          SECTION 8.04. Application of Funds. After
the
exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have
automatically been required to be Cash Collateralized as set forth in the
proviso to Section 8.02), any amounts received on account of the Obligations
shall be applied by the Administrative Agent in the following order:




     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (other than principal and interest, but including Attorney
Costs payable under Section 10.04 and amounts payable under Article 3) payable to the
Administrative Agent in its capacity as such;




     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to the Lenders (including
Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably
among them in proportion to the amounts described in this clause Second payable to them;




     Third, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to them;













 





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     Fourth, to payment of that portion of the Obligations constituting unpaid principal
of the Loans and L/C Borrowings, the Swap Termination Value under Secured Hedge Agreements
and the Cash Management Obligations, ratably among the Secured Parties in proportion to the
respective amounts described in this clause Fourth held by them;




     Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit;




     Sixth, to the payment of all other Obligations of the Loan Parties that are due and
payable to the Administrative Agent and the other Secured Parties on such date, ratably based
upon the respective aggregate amounts of all such Obligations owing to the Administrative
Agent and the other Secured Parties on such date; and




     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, (i) to the Second Lien Collateral Agent, in accordance with the Intercreditor Agreement
or (ii) to the extent not required to be applied as set forth in clause (i) pursuant to the
Intercreditor Agreement, to the Borrower or as otherwise required by Law.


Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of
Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such
Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above and, if no Obligations remain
outstanding, to the Borrower.





     SECTION 8.05. Borrower’s Right to Cure.



          (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any
Event of Default resulting from a violation of the covenants set forth in Section 7.11 or 7.12 and
until the expiration of the tenth (10th) day after the date on which financial statements are
required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or an
Intermediate Holding Company (or, following a Qualifying IPO, the Borrower) may engage in a
Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash
Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided
that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution
of such Net Cash Proceeds by Holdings or an Intermediate Holding Company to the Borrower no later
than ten (10) days after the date on which financial statements are required to be delivered with
respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed
the aggregate amount necessary to cure such Event of Default from a violation of the covenants set
forth in Section 7.11 or 7.12 for any applicable period. The parties hereby acknowledge that this
Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as
applicable to











 



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Sections 7.11 or 7.12 (and, for the avoidance of doubt, not the financial ratios set forth in the
definition of the term “Applicable Rate”) and shall not result in any adjustment to any amounts
other than the amount of the Consolidated EBITDA referred to in the immediately preceding
sentence.




          (b) In each period of four fiscal quarters, there shall be at least two (2) consecutive
fiscal quarters in which no cure set forth in Section 8.05(a) is made.




ARTICLE IX




Administrative Agent and Other Agents





     SECTION 9.01. Appointment and Authorization of Agents.



          (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere
herein or in any other Loan Document, the Administrative Agent shall have no duties or
responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have
or be deemed to have any fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without
limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the
other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable Law. Instead,
such term is used merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.




          (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith, and each such L/C Issuer shall have all of
the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts
taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it
or proposed to be issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX
and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts
or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.




          (c) The Administrative Agent shall also act as the “collateral agent” under the Loan
Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if
applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints
and authorizes the Administrative Agent to act as the agent of (and












 



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to hold any security interest created by the Collateral Documents for and on behalf of or on trust
for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral
granted by any of the Loan Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as
“collateral agent” (and any co-agents, subagents and attorneys-in-fact appointed by the
Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any
rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to
the benefits of all provisions of this Article 9 (including Section 9.07, as though such
co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents)
as if set forth in full herein with respect thereto.




          (d) The Administrative Agent shall also act as the deposit account agent for the Synthetic
L/C Issuer and the Non-Extended Synthetic L/C Lenders, and each of the Non-Extended Synthetic L/C
Lenders (in its capacities as a Lender and Synthetic L/C Issuer (if applicable)) hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent thereof and to
take such actions on its behalf and to exercise such powers and discretion as are reasonably
incidental thereto.





     SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document (including for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents or of exercising any rights and
remedies thereunder) by or through agents, employees or attorneys-in-fact including
for the purpose of any Borrowing or payment in Alternative Currencies, such
sub-agents as shall be deemed necessary by the Administrative Agent and shall be
entitled to advice of counsel and other consultants or experts concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or sub-agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct (as determined in the final judgment of a court of competent
jurisdiction).




     SECTION 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable
for any action taken or omitted to be taken by any of them under or in connection
with this Agreement or any other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct, as determined by
the final judgment of a court of competent jurisdiction, in connection with its
duties expressly set forth herein), or (b) be responsible in any manner to any
Lender or participant for any recital, statement, representation or warranty made
by any Loan Party or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to or
provided for in, or received









 



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by the Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or the perfection or
priority of any Lien or security interest created or purported to be created under
the Collateral Documents, or for any failure of any Loan Party or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant to
ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party or any Affiliate thereof.




     SECTION 9.04. Reliance by Agents.



          (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to any Loan Party), independent accountants and other experts selected
by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under
any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction
by the Lenders against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. Each Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.




          (b) For purposes of determining compliance with the conditions specified in Section 4.01 of
the Original Credit Agreement or the Second Amended and Restated Credit Agreement, or any
corresponding Section of any amendment agreement with respect to this Agreement (including the
Fourth Amendment and Restatement Agreement), each Lender that has signed this Agreement or any such
amendment agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document (including the Intercreditor Agreement) or other matter required thereunder to
be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed date of effectiveness of
this Agreement or any such amendment agreement specifying its objection thereto.





     SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the









 



189



occurrence of any Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the Lenders, unless
the Administrative Agent shall have received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default and stating that such notice is a “notice of
default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The
Administrative Agent shall take such action with respect to any Event of Default as may be
directed by the Required Lenders in accordance with Article VIII; provided that unless and until
the Administrative Agent has received any such direction, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with respect to such
Event of Default as it shall deem advisable or in the best interest of the Lenders.




     SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act by any
Agent hereafter taken, including any consent to and acceptance of any assignment or review of the
affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their possession. Each Lender
represents to each Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and
all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to the Borrower and the
other Loan Parties hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and the other Loan
Parties. Except for notices, reports and other documents expressly required to be furnished to the
Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan Parties or any of
their









 



190



respective Affiliates which may come into the possession of any Agent-Related Person.




     SECTION 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby
are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan
Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to
any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such
Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final
judgment of a court of competent jurisdiction; provided that no action taken in accordance with the
directions of the Required Lenders (or such other number or percentage of the Lenders as shall be
required by the Loan Documents) shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such
investigation, litigation or proceeding is brought by any Lender or any other Person. Without
limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided
that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement
obligations with respect thereto. The undertaking in this Section 9.07 shall survive termination of
the Aggregate Commitments, the payment of all other Obligations and the resignation of the
Administrative Agent.




     SECTION 9.08. Agents in their Individual Capacities. UBS AG, Stamford Branch and its
Affiliates may make loans to, issue letters of credit for the account of, accept deposits from,
acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with each of the Loan Parties and their respective Affiliates as
though UBS AG, Stamford Branch were not the Administrative Agent or an L/C Issuer hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, UBS AG, Stamford Branch or its Affiliates may receive information regarding any Loan
Party or its









 



191



Affiliates (including information that may be subject to confidentiality obligations in favor of
such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to its Loans, UBS AG, Stamford Branch
shall have the same rights and powers under this Agreement as any other Lender and may exercise
such rights and powers as though it were not the Administrative Agent or an L/C Issuer, and the
terms “Lender” and “Lenders” include UBS AG, Stamford Branch in its individual capacity.




     SECTION 9.09. Successor Agents. The Administrative Agent may resign as the Administrative
Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent
resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default under Section 8.01(f) or (g)
(which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor
agent is appointed prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor
agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder,
the Person acting as such successor agent shall succeed to all the rights, powers and duties of
the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor
administrative agent and/or supplemental administrative agent, as the case may be, and the
retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall
be terminated. After the retiring Administrative Agent’s resignation hereunder as the
Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under this Agreement. If no successor agent has accepted appointment as the
Administrative Agent by the date which is thirty (30) days following the retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as
provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder
by a successor and upon the execution and filing or recording of such financing statements, or
amendments thereto, and such amendments or supplements to the Mortgages, and such other
instruments or notices, as may be necessary or desirable, or as the Required Lenders may request,
in order to (a) continue the perfection of the Liens granted or purported to be granted by the
Collateral Documents or (b) otherwise ensure that the Collateral and









 





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Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, discretion, privileges, and duties
of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents. After the
retiring Administrative Agent’s resignation hereunder as the Administrative Agent,
the provisions of this Article 9 shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as the
Administrative Agent.




     SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to any
Loan Party, the Administrative Agent (irrespective of whether the principal of any
Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise:



          (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.03(g) and (h), 2.09 and 10.04) allowed in such judicial proceeding; and




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



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and their respective
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and
10.04.




          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.










 



193





     SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree
that:



          (a) any Lien on any property granted to or held by the Administrative Agent or the Collateral
Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate
Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge
Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z)
contingent indemnification obligations not yet accrued and payable) and the expiration or
termination of all Letters of Credit, (ii) at the time the property subject to such Lien is
transferred or to be transferred as part of or in connection with any transfer permitted hereunder
or under any other Loan Document to any Person other than Holdings, the Borrower or any of its
Domestic Subsidiaries that are Restricted Subsidiaries, (iii) if such Lien was required solely as a
result of the application of clause (i) or (j) of the definition of Collateral and Guarantee
Requirement and such Lien is no longer required to be provided pursuant to clause (k) of the
definition of Collateral and Guarantee Requirement, (iv) subject to Section 10.01, if the release
of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (v) if the
property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its
obligations under its Guaranty pursuant to clause (c) below;




          (b) to release or subordinate any Lien on any property granted to or held by the
Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on
such property that is permitted by Section 7.01(i); and




          (c) any Guarantor shall be automatically released from its obligations under the Guaranty if
such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation
permitted hereunder or if such Guarantor was required to provide a Guaranty solely as a result of
the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and
is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral
and Guarantee Requirement; provided that no such release shall occur if such Guarantor continues to
be a guarantor in respect of Indebtedness under any Second Lien Debt Document, the High Yield Notes
or any Junior Financing.




          Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular
types or items of property, or to release any Guarantor from its obligations under the Guaranty
pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative
Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may
reasonably request to evidence the release or subordination of such item of Collateral from the
assignment and security interest granted under the Collateral Documents, or to evidence the release
of such Guarantor from its obligations under the Guaranty, in each case in accordance with the
terms of the Loan Documents and this Section 9.11.










 



194




          In addition, each Lender acknowledges that obligations of the Borrower and the Guarantors
under the Second Lien Debt Documents and the Permitted Refinancing Indebtedness and the Permitted
Refinancing Indebtedness Documents, and certain obligations related thereto, may be secured by
Liens on assets of the Borrower and the Guarantors that constitute Collateral. Each Lender hereby
irrevocably (i) authorizes the Administrative Agent and/or the Collateral Agent to execute and
deliver the Intercreditor Agreement, the intercreditor agreement referred to in the definition of
the term “Permitted Refinancing Indebtedness” and any documents relating thereto (including any
amendments to the Collateral Documents) as the Administrative Agent shall determine to be
appropriate to cause the Indebtedness under the Second Lien Debt Documents and the Permitted
Refinancing Indebtedness, and certain obligations related thereto, to be secured on a second
priority basis with the Obligations, in each case without any further consent, authorization or
other action by any Lender, (ii) agrees that, upon the execution and delivery of the Intercreditor
Agreement, such intercreditor agreement or any such document, each Lender will be bound by the
provisions thereof as if it were a signatory thereto and will take no actions contrary to the
provisions thereof and (iii) agrees that none of the Lenders or any other Secured Party shall have
any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result
of any action taken by such Agent pursuant to this paragraph or in accordance with the terms of the
Intercreditor Agreement, such intercreditor agreement or any such document.





     SECTION 9.12. Other Agents; Arrangers and Managers. None of the Lenders or
other Persons identified on the facing page or signature pages of this Agreement as
a “syndication agent,” “co-documentation agent”, “joint bookrunner” or “arranger”
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, none of the Lenders or other Persons so identified shall have or be
deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges
that it has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.




     SECTION 9.13. Appointment of Supplemental Administrative Agents.



          (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no
violation of any Law of any jurisdiction denying or restricting the right of banking corporations
or associations to transact business as agent or trustee in such jurisdiction. It is recognized
that in case of litigation under this Agreement or any of the other Loan Documents, and in
particular in case of the enforcement of any of the Loan Documents, or in case the Administrative
Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any
of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any
other action which may be desirable or necessary in connection therewith, the Administrative Agent
is hereby authorized to appoint an additional individual or institution selected by the











 



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Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative
agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional
individual or institution being referred to herein individually as a “Supplemental Administrative
Agent” and collectively as “Supplemental Administrative Agents”).




          (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent
with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or
intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to
enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with
respect to such Collateral and to perform such duties with respect to such Collateral, and every
covenant and obligation contained in the Loan Documents and necessary to the exercise or
performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by
either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions
of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall
inure to the benefit of such Supplemental Administrative Agent and all references therein to the
Administrative Agent shall be deemed to be references to the Administrative Agent and/or such
Supplemental Administrative Agent, as the context may require.




          (c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be
required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more
fully and certainly vesting in and confirming to him or it such rights, powers, privileges and
duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute,
acknowledge and deliver any and all such instruments promptly upon request by the Administrative
Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such
Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised
by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.




ARTICLE X




Miscellaneous




     SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this
Agreement, no amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required Lenders
and the Borrower or the applicable Loan Party, as the case may be, and each such
waiver or consent shall be effective only in the









 



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specific instance and for the specific purpose for which given; provided that, no
such amendment, waiver or consent shall:



          (a) extend or increase the Commitment of any Lender without the written consent of each
Lender directly affected thereby (it being understood that a waiver of any condition precedent set
forth in Section 4.03 or the waiver of any Default, mandatory prepayment or mandatory reduction of
the Commitments shall not constitute an extension or increase of any Commitment of any Lender);




          (b) postpone any date scheduled for, or reduce the amount of, any payment of principal or
interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected
thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory
prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the
payment of principal or interest;




          (c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or
other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby, it being understood that any change to the definition of
Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in
the rate; provided that, only the consent of the Required Lenders shall be necessary to amend the
definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the
Default Rate;




          (d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro
Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of each Lender affected
thereby;




          (e) other than in a transaction permitted under Section 7.05, release all or substantially
all of the Collateral in any transaction or series of related transactions, without the written
consent of each Lender;




          (f) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or
substantially all of the aggregate value of the Guarantees, without the written consent of each
Lender; or




          (g) change the currency in which any Loan is denominated of any Loan without the written
consent of the Lender holding such Loans;



and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed
by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an
L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights
or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of, or any fees or other amounts payable to, the
Administrative Agent under this












 



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Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise
modified without the consent of each Granting Lender all or any part of whose Loans are being
funded by an SPC at the time of such amendment, waiver or other modification; and (v) the consent
of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any
amendment that by its terms adversely affects the rights of such Class in respect of payments
hereunder in a manner different than such amendment affects other Classes. Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender (it being understood that any Commitments
or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders
hereunder requiring any consent of the Lenders).




          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add
one or more additional credit facilities to this Agreement and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in respect thereof to
share ratably in the benefits of this Agreement and the other Loan Documents with the Tranche B
Dollar Term Loans, the Euro Term Loans, the Revolving Credit Loans and the Synthetic L/C Loans and
the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders
holding such credit facilities in any determination of the Required Lenders.




          In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Dollar
Replacement Term Loans or Euro Replacement Term Loans (as defined below) to permit the refinancing
of all outstanding Tranche B Dollar Term Loans (“Dollar Refinanced Term Loans”) or Euro Term Loans
(“Euro Refinanced Term Loans”) with a replacement Dollar term loan tranche denominated in Dollars
(“Dollar Replacement Term Loans”) or Euro term loan tranche denominated in Euros (“Euro Replacement
Term Loans”), respectively, hereunder; provided that (a) the aggregate principal amount of such
Dollar Replacement Term Loans or Euro Replacement Term Loans shall not exceed the aggregate
principal amount of such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively,
(b) the Applicable Rate Dollar Replacement Term Loans or Euro Replacement Term Loans (or similar
interest rate spread applicable to such Dollar Replacement Term Loans or Euro Replacement Term
Loans, respectively) shall not be higher than the Applicable Rate for such Dollar Refinanced Term
Loans or Euro Refinanced Term Loans (or similar interest rate spread applicable to such Dollar
Refinanced Term Loans or Euro Refinanced Term Loans, respectively) immediately prior to such
refinancing, (c) the Weighted Average Life to Maturity of such Dollar Replacement Term Loans or
Euro Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such
Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, at the time of such
refinancing (except to the extent of nominal amortization for periods where amortization has been
eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms
applicable to such Dollar Replacement Term Loans or Euro










 



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Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders
providing such Dollar Replacement Term Loans or Euro Replacement Term Loans than, those applicable
to such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, except to the
extent necessary to provide for covenants and other terms applicable to any period after the latest
final maturity of the Term Loans in effect immediately prior to such refinancing.




          Notwithstanding the foregoing, no consent of the Borrower or any Loan Party shall be required
for amendments or waivers to the Intercreditor Agreement except to the extent expressly set forth
in the Intercreditor Agreement.




          Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral
security documents and related documents executed by Subsidiaries in connection with this Agreement
may be in a form reasonably determined by the Administrative Agent and may be, together with this
Agreement, amended and waived with the consent of the Administrative Agent at the request of the
Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is
delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure
ambiguities or defects or (iii) to cause such guarantee, collateral security document or other
document to be consistent with this Agreement and the other Loan Documents.





     SECTION 10.02. Notices and Other Communications; Facsimile Copies.



          (a) General. Unless otherwise expressly provided herein, all notices and other communications
provided for hereunder or under any other Loan Document shall be in writing (including by facsimile
transmission). All such written notices shall be mailed, faxed or delivered to the applicable
address, facsimile number or electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:





          (i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line
Lender, to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 10.02 or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party in a notice
to the other parties; and




          (ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing
Line Lender.


All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail,
four (4) Business Days after deposit in the mails, postage prepaid; (C)












 



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if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the provisions of Section
10.02(c)), when delivered; provided that notices and other communications to the Administrative
Agent, the L/C Issuers and the Swing Line Lender pursuant to Article 2 shall not be effective until
actually received by such Person. In no event shall a voice mail message be effective as a notice,
communication or confirmation hereunder.




          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted
and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject
to applicable Law, have the same force and effect as manually signed originals and shall be binding
on all Loan Parties, the Agents and the Lenders.




          (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled
to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made
in a manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or
willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording.





     SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by Law.




     SECTION 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation, syndication and
execution of this Agreement and the other Loan Documents, and any amendment, waiver,
consent or other modification of the provisions hereof and thereof (whether or not
the transactions contemplated thereby are consummated), and the consummation and
administration of









 



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the transactions contemplated hereby and thereby, including all Attorney Costs of local and
foreign counsel, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses
incurred in connection with the enforcement of any rights or remedies under this Agreement or the
other Loan Documents (including all such costs and expenses incurred during any legal proceeding,
including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel
to the Administrative Agent). The foregoing costs and expenses shall include all reasonable
search, filing, recording and title insurance charges and fees and taxes related thereto, and
other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent.
The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments
and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid
within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting
forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be
paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.




     SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated
hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person,
each Lender, each L/C Issuer and their respective Affiliates, directors, officers, employees,
counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively, the
“Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney
Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or in connection
with (a) the execution, delivery, enforcement, performance or administration of any Loan Document
or any other agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated thereby, (b) any
Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or
from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any
other Loan Party, or any Environmental Liability related in any way to the Borrower, any
Subsidiary or any other Loan Party, or (d) any actual or prospective









 



201



claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether
any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”),
in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of
the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful
misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or
attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the
use by others of any information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall any Indemnitee or any
Loan Party have any liability for any special, punitive, indirect or consequential damages relating
to this Agreement or any other Loan Document or arising out of its activities in connection
herewith or therewith (whether before or after the Fourth Amendment and Restatement Effective
Date). In the case of an investigation, litigation or other proceeding to which the indemnity in
this Section 10.05 applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or
an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and
whether or not any of the transactions contemplated hereunder or under any of the other Loan
Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10)
Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund
such amount to the extent that there is a final judicial or arbitral determination that such
Indemnitee was not entitled to indemnification or contribution rights with respect to such payment
pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall
survive the resignation of the Administrative Agent, the replacement of any Lender, the termination
of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other
Obligations.




     SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the
Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under









 



202



any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so recovered
from or repaid by any Agent, plus interest thereon from the date of such demand to
the date such payment is made at a rate per annum equal to the applicable Overnight
Rate from time to time in effect.




     SECTION 10.07. Successors and Assigns.



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that neither
Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way
of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or
assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC
in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent provided in Section
10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment (which, in the case of an assignment of any
portion of (1) a Synthetic L/C Commitment of any Class, must include, in the case of a Non-Extended
Synthetic L/C Commitment, an assignment of an equal portion of such Lender’s interest in its
Credit-Linked Deposit, the Non-Extended Synthetic L/C Loans and participations in Synthetic L/C
Obligations on account of its Synthetic L/C Commitment of such Class, and, in the case of an
Extended Synthetic L/C Commitment, an assignment of an equal portion of such Lender’s interest in
its Tranche S Term Loans and participations in Synthetic L/C Obligations on account of its
Synthetic L/C Commitment of such Class, and (2) in the case of an assignment of any Tranche S Term
Loan, must include an equal portion of such Lender’s interest in its Extended Synthetic L/C
Commitment and participations in Synthetic L/C Obligations on account of such Commitment) and the
Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in
Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:





               (A) the Borrower; provided that no consent of the Borrower shall be required for
an assignment to a Lender, an Affiliate of a









 



203



Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g)
has occurred and is continuing, any Assignee;




               (B) the Administrative Agent; provided that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Term Loan or a
portion of any Synthetic L/C Facility to another Lender, an Affiliate of a Lender or
an Approved Fund;




               (C) in the case of any assignment under any Revolving Credit Facility, each
Revolving L/C Issuer that is a Principal L/C Issuer at the time of such assignment;
provided that no consent of the Principal L/C Issuers shall be required for any
assignment to an Agent or an Affiliate of an Agent; and




               (D) in the case of any assignment of any of the Dollar Revolving Credit Facility,
the Swing Line Lender.




          (ii) Assignments shall be subject to the following additional conditions:




               (A) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of
the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 (in the case of the Revolving
Credit Facilities) or $1,000,000 (in the case of a Term Loan or a portion of any
Synthetic L/C Facility) unless each of the Borrower and the Administrative Agent
otherwise consents, provided that (1) no such consent of the Borrower shall be
required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is
continuing and (2) such amounts shall be aggregated in respect of each Lender and its
Affiliates or Approved Funds, if any;




               (B) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500; provided that only one such fee shall be payable in the
event of simultaneous assignments from any Lender or its Approved Funds to one or more
other Approved Funds of such Lender; and




               (C) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.



          This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights
and obligations among separate Facilities on a non-pro rata basis.











 



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          (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(d), from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts
and circumstances occurring prior to the effective date of such assignment). Upon request, and the
surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this clause (c) shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 10.07(e).




          (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitments of, and principal amounts (and related interest amounts) of the Loans,
Credit-Linked Deposits, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and
amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and
the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.




          (e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (iii)
the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment, modification or waiver of any provision of this Agreement or the other Loan
Documents; provided that such agreement or instrument may provide that such Lender will not,
without the consent of the











 



205



Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the
requirements of Section 10.15), 3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by
applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though
it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it
were a Lender.




          (f) A Participant shall not be entitled to receive any greater payment under Section 3.01,
3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent.




          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




          (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to
provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to
make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC
nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this Agreement (including its obligations
under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or other modification of
any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by
an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained
herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the
Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion
of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity
enhancement to such SPC.











 



206




          (i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in
accordance with applicable Law create a security interest in all or any portion of the Loans owing
to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security
interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the
trustee for holders of obligations owed, or securities issued, by such Fund as security for such
obligations or securities; provided that unless and until such trustee actually becomes a Lender in
compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the
pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall
not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such
trustee may have acquired ownership rights with respect to the pledged interest through foreclosure
or otherwise.




          (j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing
Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C
Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such
30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender
shall have identified, in consultation with the Borrower, a successor L/C Issuer or Swing Line
Lender willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as
applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the
Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a
successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to
appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing
Line Lender, as the case may be. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the
rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding
as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).




          (k) In the case of any assignment pursuant to paragraph (b) above by a Non-Extended Synthetic
L/C Lender, the Credit-Linked Deposit of the assignor Non-Extended Synthetic L/C Lender shall not
be released, but shall instead be purchased by the relevant assignee and continue to be held for
application (to the extent not already applied) in accordance with this Agreement to satisfy such
assignee’s obligations in respect of the Non-Extended Synthetic L/C Exposure.





     SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to
maintain the confidentiality of the Information, except that Information may be
disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers,
employees, trustees, investment advisors and agents, including accountants, legal









 



207



counsel and other advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the
extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d)
to any other party to this Agreement; (e) subject to an agreement containing provisions
substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable
to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract,
Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement; (f) with the written consent of the
Borrower; (g) to the extent such Information becomes publicly available other than as a result of a
breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National
Association of Insurance Commissioners or any other similar organization) regulating any Lender;
(i) to any rating agency when required by it (it being understood that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality of any Information
relating to the Loan Parties received by it from such Lender); or (j) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement
and information about this Agreement to market data collectors, similar service providers to the
lending industry, and service providers to the Agents and the Lenders in connection with the
administration and management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section 10.08, “Information” means all information
received from any Loan Party relating to any Loan Party or its business, other than any such
information that is publicly available to any Agent or any Lender prior to disclosure by any Loan
Party other than as a result of a breach of this Section 10.08; provided that, in the case of
information received from a Loan Party after the Original Closing Date, such information is clearly
identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01,
6.02 or 6.03 hereof.




     SECTION 10.09. Setoff. Subject to the terms of the Intercreditor Agreement, in addition to any
rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance
of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is
authorized at any time and from time to time, without prior notice to the Borrower or any other
Loan Party, any such notice being waived by the Borrower (on its own behalf









 



208



and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by
applicable Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender
and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit
or the account of the respective Loan Parties and their Subsidiaries against any and all
Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder
or under any other Loan Document, now or hereafter existing, irrespective of whether or not such
Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan
Document and although such Obligations may be contingent or unmatured or denominated in a currency
different from that of the applicable deposit or Indebtedness. Each Lender and L/C Issuer agrees
promptly to notify the Borrower and the Administrative Agent after any such setoff and application
made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such
notice shall not affect the validity of such setoff and application. The rights of the
Administrative Agent, each Lender and each L/C Issuer under this Section 10.09 are in addition to
other rights and remedies (including other rights of setoff) that the Administrative Agent, such
Lender and such L/C Issuer may have.




     SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to the Borrower. In determining whether the interest contracted for, charged, or received
by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.




     SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in
one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery by telecopier or other electronic image
transmission (e.g. “PDF” or “TIF” via electronic mail) of an executed counterpart of a signature
page to this Agreement and each other Loan Document shall be









 



209



effective as delivery of an original executed counterpart of this Agreement and such
other Loan Document. The Agents may also require that any such documents and
signatures delivered by telecopier be confirmed by a manually signed original
thereof; provided that the failure to request or deliver the same shall not limit
the effectiveness of any document or signature delivered by telecopier.




     SECTION 10.12. Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written or
oral, on such subject matter. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Agents, the L/C Issuers or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall be
construed neither against nor in favor of any party, but rather in accordance with
the fair meaning thereof.




     SECTION 10.13. Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith shall
survive the execution and delivery hereof and thereof. Such representations and
warranties have been or will be relied upon by each Agent and each Lender,
regardless of any investigation made by any Agent or any Lender or on their behalf
and notwithstanding that any Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid
or unsatisfied or any Letter of Credit shall remain outstanding.




     SECTION 10.14. Severability. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement and the
other Loan Documents shall not be affected or impaired thereby. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




     SECTION 10.15. Tax Forms.



          (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of
Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it may lawfully do
so, deliver to the Borrower and the Administrative Agent, on or











 



210



prior to the date which is ten (10) Business Days after the Second Amendment and Restatement
Effective Date (or, in the case of any Lender becoming a Lender hereunder after the Second
Amendment and Restatement Effective Date, upon accepting an assignment of an interest herein), two
duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating
to such Foreign Lender and entitling it to an exemption from, or reduction of, United States
withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan
Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other
Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably
satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to
an exemption from, or reduction of, United States federal withholding tax, including any exemption
pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such
an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the
Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in
Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section
871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with
the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign
Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the
Administrative Agent such additional duly completed and signed copies of one or more of such forms
or certificates (or such successor forms or certificates as shall be adopted from time to time by
the relevant United States taxing authorities) as may then be available under then current United
States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the
Borrower and the Administrative Agent of any available exemption from, or reduction of, United
States federal withholding taxes in respect of all payments to be made to such Foreign Lender by
the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each
case, (1) on or before the date that any such form, certificate or other evidence expires or
becomes obsolete, (2) after the occurrence of a change in the Lender’s circumstances requiring a
change in the most recent form, certificate or evidence previously delivered by it to the Borrower
and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the
Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative
Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed
exemption or reduction.





          (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Foreign Lender under
any of the Loan Documents (for example, in the case of a typical participation by such
Foreign Lender), shall, to the extent it may lawfully do so, deliver to the Borrower and the
Administrative Agent on the date when such Foreign Lender ceases to act for its own account
with respect to any portion of any such sums paid or payable, and at such other times as may
be necessary in the determination of the Borrower or the Administrative Agent (in either
case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of
the forms or statements required to be provided by such









 



211



Foreign Lender as set forth above, to establish the portion of any such sums paid or payable
with respect to which such Foreign Lender acts for its own account that is not subject to
United States federal withholding tax, and (B) two duly signed completed copies of IRS Form
W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses
to transmit with such form, and any other certificate or statement of exemption required
under the Code, to establish that such Foreign Lender is not acting for its own account with
respect to a portion of any such sums payable to such Foreign Lender.




          (iii) The Borrower shall not be required to pay any additional amount or any indemnity
payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed
to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such
U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that
(i) if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section
10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own
account with respect to any payment under any of the Loan Documents, nothing in this Section
10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts
pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law,
treaty or governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the fact that such
Lender or other Person for the account of which such Lender receives any sums payable under
any of the Loan Documents is not subject to withholding or is subject to withholding at a
reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its
obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of
10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable Law, to
rely on any applicable forms and statements required to be provided under this Section 10.15
by the Foreign Lender that does not act or has ceased to act for its own account under any of
the Loan Documents, including in the case of a typical participation.




          (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to
be deducted and withheld from any payment under any of the Loan Documents.



          (b) Each Lender and Agent that is a “United States person” within the meaning of Section
7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the
Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Second
Amendment and Restatement Effective Date (or, in the case of any Lender becoming a Lender hereunder
after the Second Amendment and Restatement Effective Date, upon accepting an assignment of an
interest herein), certifying that such U.S. Lender is entitled to an exemption from United States
backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms,
then the Administrative Agent may withhold from any payment to such U.S. Lender an amount
equivalent to the applicable backup withholding tax imposed by the Code.











 



212





     SECTION 10.16. GOVERNING LAW.



          (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS,
EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO.





     SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT
OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT
ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




     SECTION 10.18. Binding Effect. This Agreement shall become effective as
provided in the Fourth Amendment and









 



213



Restatement Agreement, and thereafter shall be binding upon and inure to the benefit of the
Borrower, each Agent and each Lender and their respective successors and assigns, except that no
Borrower shall have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders except as permitted by Section 7.04.




     SECTION 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it
is necessary to convert a sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on
the Business Day preceding that on which final judgment is given. The obligation of each Borrower
in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on
the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in
the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency
so purchased is less than the sum originally due to the Administrative Agent from any Borrower in
the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing
against such loss. If the amount of the Agreement Currency so purchased is greater than the sum
originally due to the Administrative Agent in such currency, the Administrative Agent agrees to
return the amount of any excess to such Borrower (or to any other Person who may be entitled
thereto under applicable Law).




     SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute any
actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or
any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the
exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other
rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial
procedures, with respect to any Collateral or any other property of any such Loan Party, without
the prior written consent of the Administrative Agent. The provision of this Section 10.20 are for
the sole benefit of the Lenders and shall not afford any right to, or constitute a defense
available to, any Loan Party.









 



214



     SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name and address
of the Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Act.




     SECTION 10.22. Agent for Service of Process. The Borrower agrees that promptly
following request by the Administrative Agent it shall cause each material Foreign
Subsidiary for whose account a Letter of Credit is issued to appoint and maintain an
agent reasonably satisfactory to the Administrative Agent to receive service of process
in New York City on behalf of such material Foreign Subsidiary.


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]











 



 




SCHEDULE 5.12 — SUBSIDIARIES AND OTHER EQUITY INVESTMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 	 	 	 	 
	 	 	Incorporation	 	Outstanding	 	Percentage	 	 	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owned	 	Owner(s)	 	Pledged
	4Oceans Limited (in
liquidation)

	 	England
	 	Auth: 12,950,000

Issued: 12,950,000
	 	 	100	%	 	Travelport Inc.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bastion Surety Limited

	 	England
	 	Auth: 900

Issued: 900
	 	 	90	%	 	Travelport Inc.
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Cendant Hellas EPE

	 	Greece
	 	Auth: 18,000

Issued: 600
	 	 	100	%	 	Galileo
Nederland II B.V.
— 6 shares,
Travelport Global
Distribution
System B.V. —
594 shares
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Coelis S.A.S.

	 	France
	 	Auth: 166,800

Issued: 10,425
	 	 	100	%	 	Sprice Pte. Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Covia Canada Partnership
Corp.

	 	Ontario
	 	100
	 	 	100	%	 	Travelport Inc.
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	eNett International (Jersey)
Limited

	 	Jersey
	 	Auth: Unlimited

Issued: 27,636,363
	 	 	60	%	 	Travelport
(Bermuda) Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Afrique Centrale
(Cameroon) Sarl

	 	Cameroon
	 	Auth: 4,000,000

Issued: 800
	 	 	100	%	 	Galileo France
SARL
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Asia, LLC

	 	Delaware
	 	Auth: 1,000

Issued: 1,000

Membership
	 	 	100	%	 	Travelport
(Luxembourg)
S.a.r.l.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Central and West
Africa (Senegal) SARL

	 	Senegal
	 	Auth: 1,000,000

Issued: 100
	 	 	100	%	 	Galileo France
SARL
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Central West Africa
(Ivory Coast) Sarl

	 	Cote D’Ivoire
	 	Auth: 1,000,000

Issued: 100
	 	 	100	%	 	Galileo France
SARL
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Deutschland GmbH

	 	Germany
	 	Auth: 100,000

Issued: 100,000
	 	 	100	%	 	The Galileo
Company
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo España S.A.

	 	Spain
	 	Auth: 10,000

Issued: 10,000
	 	 	100	%	 	The Galileo
Company
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo France S.a r.l.

	 	France
	 	Auth: 2,500

Issued: 2,500
	 	 	100	%	 	The Galileo
Company
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo International B.V.

	 	Netherlands
	 	Auth: 900

Issued: 182
	 	 	100	%	 	Travelport
Limited
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo International Technology, LLC

	 	Delaware
	 	Auth: 1,000
	 	 	100	%	 	Travelport
	 	No
	 

	 	 	 	Issued: 100
	 	 	 	 	 	Investor
(Luxembourg)
Partnership
S.E.C.S.
Schaffhausen
Branch	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Latin America,
L.L.C.

	 	Delaware
	 	100
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Malaysia Limited

	 	Hong Kong
	 	Auth: 1,000

Issued: 100
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No












 




 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 	 	 	 	 
	 	 	Incorporation	 	Outstanding	 	Percentage	 	 	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owned	 	Owner(s)	 	Pledged
	Galileo Malaysia, LLC

	 	Delaware
	 	100
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Nederland II BV

	 	Netherlands
	 	Auth: 90,000

Issued: 180
	 	 	100	%	 	Travelport Global
Distribution
System B.V.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Portugal Limited

	 	England
	 	Auth: 100

Issued: 2
	 	 	100	%	 	The Galileo

Company
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo Technologies LLC

	 	Delaware
	 	Auth: 1,000

Issued: 100
	 	 	100	%	 	Travelport Inc.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gate Pacific Limited

	 	Mauritius
	 	Auth: 1,000,000

Issued: 1,000,000
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GI Worldwide Holdings
C.V.

	 	Netherlands
	 	N/A
	 	 	100	%	 	Galileo
Technologies
LLC — 10%,
Travelport Inc. —
90%
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GIW Holdings CV

	 	Netherlands
	 	Auth: unlimited

Issued: 1
	 	 	100	%	 	GI Worldwide
Holdings C.V. —
99%
Galileo
Technologies,
LLC — 1%
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GTA (Hong Kong) Online
Sales Limited (in
liquidation)

	 	Hong Kong
	 	100%
	 	 	100	%	 	Gullivers
Luxembourg
S.a.r.l.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GTA North America, Inc.

	 	Delaware
	 	Auth: 3,000

Issued: 100
	 	 	100	%	 	Travelport Inc.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gullivers Jersey 1 Limited

	 	Jersey
	 	Auth: 100,000

Issued: 353
	 	 	100	%	 	Travelport Inc.
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gullivers Jersey 2 Limited

	 	Jersey
	 	Auth: 100,000

Issued: 104
	 	 	100	%	 	Travelport
(Cayman) Ltd. —
50%; Travelport
(Bermuda) Ltd. —
50%
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gullivers Jersey 3 Limited

	 	Jersey
	 	Auth:

100,000

Issued: 4
	 	 	100	%	 	Travelport
(Bermuda) Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gullivers Luxembourg S.A.
R.L

	 	Luxembourg
	 	Auth: 5,000

Issued: 5,000
	 	100%-
	 	Gullivers Jersey 3

Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gullivers Services Limited

	 	England and
Wales
	 	Auth: 1,000

Issued: 77
	 	 	100	%	 	Gullivers Jersey 3

Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IGT Solutions Private Limited

	 	India
	 	Auth: 17,000,000

Issued: 16,615,000
	 	 	51	%	 	Galileo Asia,
LLC; Travelport,
LP
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OWW2, LLC

	 	Delaware
	 	100%
	 	 	100	%	 	TDS Investor
(Luxembourg)
S.a.r.l.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quantitude United Kingdom Limited (in
liquidation)

	 	England
	 	1
	 	 	100	%	 	Travelport Inc.
	 	No












 



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 	 	 	 	 
	 	 	Incorporation	 	Outstanding	 	Percentage	 	 	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owned	 	Owner(s)	 	Pledged
	Southern Cross Distribution Services (NZ) Limited

	 	New Zealand
	 	50,000
	 	 	100	%	 	Southern Cross Distribution Systems Pty Ltd
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Southern Cross Distribution
Systems Pty Limited

	 	Australia
	 	15,000,000
	 	 	100	%	 	GI Worldwide

Holdings CV
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sprice Pte Ltd

	 	Singapore
	 	Auth: 38,100,000

Issued: 16,220,000
	 	 	100	%	 	Travelport
(Bermuda) Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TDS Investor
(Luxembourg) S.a.r.1

	 	Luxembourg
	 	Class A-F Total
Auth: 1,139,184
or 189,864 each
Class A-F Total
Issued 1,139,184
or 189,864 each
	 	 	100	%	 	Waltonville Limited
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	The Galileo Company

	 	England
	 	Ordinary Auth:

240,000,000 Issued:

41,454,423
	 	 	99	%	 	GI Worldwide
Holdings C.V.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Timas Limited

	 	Ireland
	 	Ordinary Auth: 500,000

Issued: 370,000

Ordinary A Auth: 20,000
	 	 	100	%	 	Travelport Global
Distribution
System B.V.
	 	No
	 

	 	 	 	Issued: 20,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travel Industries, Inc.

	 	Delaware
	 	1,000
	 	 	100	%	 	Travelport Inc.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport (Bermuda) Ltd.

	 	Bermuda
	 	12,000
	 	 	100	%	 	Travelport
Limited
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport (Cayman) Ltd.

	 	Cayman
	 	1
	 	 	100	%	 	Travelport Limited
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport (Luxembourg)
S.a r.l

	 	Luxembourg
	 	Auth: 359,051

Issued: 359,051
	 	 	100	%	 	Travelport
(Bermuda) Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Andina SAS

	 	Colombia
	 	Auth: 4,000

Issued: 4,000
	 	 	100	%	 	Galileo Latin America, LLC
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Argentina S.R.L.

	 	Argentina
	 	Auth: 1,000

Issued: 1,000
	 	 	100	%	 	Travelport, LP —
1%, Worldspan
South American
Holdings LLC —
99%
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Bahrain W.L.L.

	 	Bahrain
	 	Auth: 400

Issued: 400
	 	 	100	%	 	Galileo
Nederland B.V.;
Travelport Global
Distribution
System B.V.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Baltija Sia

	 	Latvia
	 	Auth: 2,000

Issued: 1,000
	 	 	100	%	 	Galileo
Nederland II B.V.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Belgium N.V.

	 	Belgium
	 	Auth: 61,500

Issued: 1,250
	 	 	100	%	 	Galileo France
S.a.r.l., The
Galileo Company
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Brasil Soluções em Viagens Ltda.

	 	Brazil
	 	Auth: 1,800,000

Issued: 1,800,000
	 	 	100	%	 	Galileo Latin America, LLC;


Travelport
(Bermuda) Ltd.
	 	No












 



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 	 	 	 	 
	 	 	Incorporation	 	Outstanding	 	Percentage	 	 	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owned	 	Owner(s)	 	Pledged
	Travelport Canada
Distribution Systems, Inc.

	 	Ontario, Canada
	 	Auth: 1,000

Issued: 1
	 	 	100	%	 	Travelport
(Luxembourg)
S.a.r.l.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Chile Limitada

	 	Chile
	 	Auth: 100

Issued: 100
	 	 	100	%	 	Galileo Latin
America LLC;
Travelport
(Bermuda) Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Cyprus Limited

	 	Cyprus
	 	Auth: 5,000

Issued: 1,000
	 	 	100	%	 	Travelport Global
Distribution
System B.V.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Denmark AS

	 	Denmark
	 	Auth: 3,000,000

Issued: 3,000,000
	 	 	100	%	 	Travelport Global
Distribution
System B.V.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Germany GmbH & Co KG

	 	Germany
	 	Auth: 50,000

Issued: 50,000
	 	 	100	%	 	Travelport
(Luxembourg)
S.a.r.l.;
Travelport Travel
Germany
Verwaltungs
GmbH
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Global
Distribution System B.V.

	 	Netherlands
	 	Auth: 200

Issued: 40
	 	 	100	%	 	Travelport
Investor
(Luxembourg)
Partnership
S.E.C.S.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Guarantor LLC

	 	Delaware
	 	N/A
	 	 	100	%	 	Travelport Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Gulf LLC

	 	Oman
	 	Auth: 150,000

Issued: 150,000
	 	 	100	%	 	Travelport
International
Services, Inc.;
Worldspan
Technologies,
Inc.
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Hellas Ypiresies
Diethnon Taxiodiotikon
pliroforien Monoprosepi
Etakeia

	 	Greece
	 	Auth: 983

Issued: 983
	 	 	100	%	 	Travelport Services Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Holdings, Inc.

	 	Delaware
	 	Auth: 1,000

Issued: 100
	 	 	100	%	 	Travelport LLC
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Holdings, LLC

	 	Delaware
	 	Auth: 100

Issued: 100
	 	 	100	%	 	Worldspan
Technologies,
Inc.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Hungary Kft

	 	Hungary
	 	Auth: 1

Issued: 1
	 	 	100	%	 	Travelport Global

Distribution
System B.V.
	 	No












 



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 	 	 	 	 
	 	 	Incorporation	 	Outstanding	 	Percentage	 	 	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owned	 	Owner(s)	 	Pledged
	Travelport Inc.

	 	Delaware
	 	Auth: 1,000

Issued: 100
	 	 	100	%	 	Travelport LLC
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport International Limited

	 	England
	 	Auth: 600,000

Issued: 440,000
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport International
Services, Inc.

	 	Delaware
	 	5,000
	 	 	100	%	 	Travelport Inc.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Investor
(Luxembourg) Partnership
S.E.C.S.

	 	Luxembourg
	 	Auth: 50

Issued: 50
	 	 	100	%	 	Travelport
Investor
(Luxembourg)
S.a.r.l.;
Travelport, LP
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Investor
(Luxembourg) Partnership
S.E.C.S. Schaffhausen
Branch

	 	Switzerland
	 	N/A
	 	 	100	%	 	Travelport
Investor
(Luxembourg)
Partnership
S.E.C.S.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Investor
(Luxembourg) S.a r.l

	 	Luxembourg
	 	Class A-F Total
Auth: 265,470 or
44,245 each
Class A-F Total
Issued: 265,470 or
44,245 each
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Italia S.R.L.

	 	Italy
	 	Auth: Unlimited

Issued: 1,000,000
	 	 	100	%	 	Travelport
(Luxembourg)
S.a.r.l.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Lebanon
S.A.R.L.

	 	Lebanon
	 	Auth: 500

Issued: 500
	 	 	100	%	 	Travelport Global
Distribution
System B.V.;
Galileo
Nederland II
B.V.; Travelport
(Bermuda) Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport LLC

	 	Delaware
	 	Auth: 1,000

Issued: 100
	 	 	100	%	 	TDS Investor
(Luxembourg)
S.a.r.l.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Mexico S.A. de
C.V.

	 	Mexico
	 	A: 50,000

B: 133,296,938
	 	 	100	%	 	Travelport, LP;
Outside Counsel
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Operations, Inc.

	 	Delaware
	 	Auth: 1,000

Issued: 100
	 	 	100	%	 	Travelport Inc.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Peru S.R.L.

	 	Peru
	 	Auth: 2,636,510

Issued: 2,636,510
	 	 	100	%	 	Worldspan S.A.
Holdings II LLC;
Worldspan South
American
Holdings LLC
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Poland Sp z.o.o.

	 	Poland
	 	Auth: 40

Issued: 40
	 	 	100	%	 	Travelport
Services Limited
	 	No












 



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 	 	 	 	 
	 	 	Incorporation	 	Outstanding	 	Percentage	 	 	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owned	 	Owner(s)	 	Pledged
	Travelport Procurement Limited (in liquidation)

	 	England
	 	Auth: Unlimited

Issued: 2
	 	 	100	%	 	Travelport Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Romania
Services S.R.L.

	 	Romania
	 	Auth: 10

Issued: 10
	 	 	100	%	 	Travelport

Services Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Saudi Arabia
LLC

	 	Saudi Arabia
	 	Auth: 500,000

Issued: 500,000
	 	 	100	%	 	Galileo Portugal
Limited; Timas
Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Services Limited

	 	England
	 	Auth: 1,000

Issued: 2
	 	 	100	%	 	Travelport, LP
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Southern Africa
(Proprietary) Limited

	 	South Africa
	 	Auth: 1,000

Issued: 1
	 	 	100	%	 	Travelport Global
Distribution
System B.V.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Sweden AB

	 	Sweden
	 	Auth: 5,100

Issued: 5,100
	 	 	100	%	 	Travelport
Luxembourg
S.a.r.l.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Switzerland AG

	 	Switzerland
	 	Auth: 2000

Issued: 200
	 	 	100	%	 	Travelport
Investor
(Luxembourg)
S.a.r.l.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Taiwan Co.
Limited

	 	Taiwan
	 	Auth: 1,000,000

Issued: 100,000
	 	 	100	%	 	Southern Cross
Distribution
Systems Pty. Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Travel Germany
Verwaltungs GmbH

	 	Germany
	 	Auth: 25,000

Issued: 25,000
	 	 	100	%	 	Travelport
(Luxembourg)
S.a.r.l.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport United Kingdom
Limited (in liquidation)

	 	England
	 	Auth: 1,000

Issued: 2
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Venezuela, C.V.

	 	Venezuela
	 	Auth: 74

Issued: 74
	 	 	100	%	 	Travelport
(Luxembourg)
S.a r.l
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport, LP

	 	Delaware
	 	N/A
	 	 	100	%	 	99.996% —
Travelport
Holdings,
LLC, .004% —
Worldspan LLC
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelwire AS

	 	Norway
	 	Auth: 100,000

Issued: 100,000
	 	 	100	%	 	Travelport
Denmark AS
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Waltonville Limited

	 	Gibraltar
	 	Auth: 2,100

Issued: 2,100
	 	 	100	%	 	Travelport
Limited
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN BBN
Holdings, LLC

	 	California
	 	Auth: 100

Issued: 100
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN Digital
Holdings, LLC

	 	Delaware
	 	Auth: 100

Issued: 100
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Dutch Holdings B.V.

	 	Netherlands
	 	Auth: 2,000

Issued: 400
	 	 	100	%	 	Travelport
Services Limited
	 	No












 



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 	 	 	 	 
	 	 	Incorporation	 	Outstanding	 	Percentage	 	 	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owned	 	Owner(s)	 	Pledged
	Worldspan Hungary Kft.
(in liquidation)

	 	Hungary
	 	4,090
	 	 	100	%	 	Travelport
Services Limited
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN IJET
HOLDINGS, LLC

	 	Delaware
	 	Auth: 100

Issued: 100
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan LLC

	 	Delaware
	 	NA.
	 	 	100	%	 	Travelport
Holdings, LLC
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN
OPENTABLE
HOLDINGS, LLC

	 	Georgia
	 	N/A
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN S.A.
HOLDINGS II, L.L.C.

	 	Georgia
	 	N/A
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Services Chile
Limitada

	 	Chile
	 	5,494,000 units
belonging to
WASAH
5,500 units
belonging to
Travelport, LP
	 	 	100	%	 	Worldspan South
American
Holdings LLC;
Travelport, LP
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Services Costa
Rica, SRL

	 	Costa Rica
	 	10
	 	 	100	%	 	Worldspan South

American

Holdings LLC
	 	Yes

(65%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Services Hong
Kong Limited (in
liquidation)

	 	Hong Kong
	 	Auth: 1,000

Issued: 2
	 	 	100	%	 	Travelport

Services Limited

& Travelport, LP
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Services
Singapore Pte Ltd.

	 	Singapore
	 	Auth: 2

Issued: 2
	 	 	100	%	 	Travelport
(Bermuda) Ltd.
	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN South
American Holdings LLC

	 	Georgia
	 	N/A
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan StoreMaker
Holdings, LLC

	 	Delaware
	 	N/A
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Technologies
Inc.

	 	Delaware
	 	100 shares
	 	 	100	%	 	Travelport Inc.
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Viator
Holdings, LLC

	 	Delaware
	 	N/A
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN XOL LLC

	 	Georgia
	 	N/A
	 	 	100	%	 	Travelport, LP
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WS Financing Corp.

	 	Delaware
	 	100
	 	 	100	%	 	Travelport, LP
	 	Yes












 



 


SCHEDULE 7.02(F) — EXISTING INVESTMENTS




Contemplated Investments



None.




Investments in existence as of the Closing Date:



Letters of Credit issued on behalf of Orbitz Worldwide, Inc. from time to time in an aggregate
amount not exceeding $75 million.




	 	 	 	 	 
	Name of Subsidiary	 	Percentage of Ownership	 	Type of Ownership
	Orbitz Worldwide, Inc.

	 	approximately 48%
	 	Stock Ownership
	Uniglobe.com Inc.

	 	833,333 shares
	 	Stock ownership
	I:FAO Internet Travel Solutions

	 	82,641 shares
	 	Stock ownership
	Passkey.com, Inc.

	 	303,030 shares
	 	Stock ownership
	Travelprice.com, Inc.

	 	526,778 shares
	 	Stock ownership
	SITA, Inc.

	 	3,845,120 shares
	 	Stock Ownership
	ET-China Holdings Limited

	 	2,105,489 shares
	 	Stock Ownership
	Bay Area Travel, Inc.

	 	140,000 shares
	 	Stock Ownership
	Digital Travel.com, Inc.

	 	31,152 Series A Convertible
Preferred stock
	 	Stock Ownership
	IJet Travel Intelligence, Inc.

	 	7,622 common stock
152,439 Series BP
	 	Stock Ownership
	Passkey.com, Inc.

	 	143,939 Series D Convertible stock
	 	Stock Ownership
	The Storemaker.com Inc.

	 	5,883 Preferred Stock
233,500 Series B Preferred stock
134,295 Series C Preferred stock
	 	Stock Ownership
	The Galileo Company

	 	99%
	 	Stock Ownership
	eNett International (Jersey) Limited

	 	60%
	 	Stock Ownership; By
Contract
	Bastion Surety Limited

	 	90%
	 	Stock Ownership
	10Best.com, Inc.

	 	50,000 shares
	 	Stock Ownership












 



 




EXHIBIT B TO THE FOURTH

AMENDMENT AND RESTATEMENT

AGREEMENT













 



 




EXHIBIT A




[FORM OF]




COMMITTED LOAN NOTICE



	 	 	 

	To:

	 	UBS AG, Stamford Branch, as Administrative Agent
	 

	 	677 Washington Boulevard
	 

	 	Stamford, CT 06901
	 

	 	Attention: Christopher Gomes






[Date]


Ladies and Gentlemen:




          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated
as of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited, Waltonville
Limited, TDS Investor (Luxembourg) S.a.r.l., the lenders from time to time party thereto (the
“Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative
Agent”), Collateral Agent and L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse
Securities (USA) LLC, as Syndication Agent, and the other parties thereto. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.



The Borrower hereby requests (select one):




          o A Borrowing of new Loans




          o A conversion of Loans




          o A continuation of Loans




to be made on the terms set forth below:



(A) Class of Borrowing:1                     






 




			
	1	 	Extended Dollar Revolving Credit Loans, Non-Extended Dollar Revolving Credit
Loans, Extended Alternative Currency Revolving Credit Loans, Non-Extended Alternative Currency
Revolving Credit Loans, Extended Tranche B Dollar Term Loans, Non-Extended Tranche B Dollar Term
Loans, Extended Euro Term Loans, 










 



 






(B) Date of Borrowing, conversion or continuation (which is a Business Day):                     



(C) Principal amount:                     



(D) Type of Loan2/Loan to be converted3                     



(E) Interest Period:4                     



(F) Currency of Loan:                     




          The above request has been made to the Administrative Agent by telephone at (203) 719-3241.



 









			
	 	 	Non-Extended Euro Term Loans, Tranche S Term Loans or Non-Extended Synthetic L/C Loans.
	 
	2	 	Specify Eurocurrency Rate Loan or Base Rate Loan. Alternative Currency Revolving
Loans, Extended Euro Term Loans and Non-Extended Euro Term Loans must be Eurocurrency Rate Loans.
	 
	3	 	Specify which existing Term Loans, Revolving Credit Loans or Non-Extended
Synthetic L/C Loans are to be converted.
	 
	4	 	Applicable for Eurocurrency Borrowings/Loans only.










 



 






          [The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that,
on the date of this Committed Loan Notice and on the date of the related Credit Extension, the
conditions to lending specified in paragraphs (a), (b) and, if applicable, paragraph (d) of Section
4.03 of the Credit Agreement have been satisfied.]5




	 	 	 	 	 	 	 	 	 

	 	 	TRAVELPORT LLC, as Borrower,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 








 




			
	5	 	Insert bracketed language if the Borrower is requesting a
Borrowing of new Loans.










 



 






EXHIBIT C TO THE FOURTH

AMENDMENT AND RESTATEMENT

AGREEMENT













 



 




EXHIBIT D




[FORM OF]




COMPLIANCE CERTIFICATE



          Reference is made to the Credit Agreement as amended and restated as of September 30, 2011 (as
amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”),
among Travelport LLC (the “Borrower”), Travelport Limited (“Holdings”), Waltonville Limited, TDS
Investor (Luxembourg) S.À.R.L., the lenders from time to time party thereto (the “Lenders”), UBS
AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), and an
L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as
Syndication Agent, Lehman Brothers Inc., Citigroup Global Markets Inc. and Deutsche Bank AG New
York Branch, as Co-Documentation Agents and UBS Securities LLC, Lehman Brothers Inc. and Credit
Suisse Securities (USA) LLC, as Co-Lead Arrangers (capitalized terms used herein have the meanings
attributed thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section
6.02 of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of the
Borrower, certifies as follows:



1. [Attached hereto as Exhibit [A] is the audited consolidated balance sheet of Holdings and its
Subsidiaries as of December 31, 201[ ] and related consolidated statements of income or operations,
stockholders’ equity and cash flows for the fiscal year then ended, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or
any other independent registered public accounting firm of nationally recognized standing, prepared
in accordance with generally accepted auditing standards in the United States and not subject to
any “going concern” or like qualification or exception or any qualification or exception as to the
scope of such audit.]



2. [Attached hereto as Exhibit [B] is the consolidated balance sheet of Holdings and its
Subsidiaries as of [ ] and the related (i) consolidated statements of income or operations for such
fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements
of cash flows for the portion of the fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail. These fairly
present in all material respects the financial condition, results of operations, stockholders’
equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.]



3. To my knowledge, except as otherwise disclosed to the Administrative Agent in writing pursuant
to the Credit Agreement, at no time during the period between [ ] and [ ] (the “Certificate
Period”) did a Default or an Event of Default exist. [If unable to provide the foregoing
certification, fully describe the reasons therefor and circumstances











 



 



thereof and any action taken or proposed to be taken with respect thereto (including the delivery
of a “Notice of Intent to Cure” concurrently with delivery of this Compliance Certificate) on
Annex A attached hereto.]



4. The following represent true and accurate calculations, as of the last day of the Certificate
Period, to be used to determine whether the Borrower is in compliance with the covenants set forth
in Section 7.11 of the Credit Agreement:





Total Leverage Ratio.




Consolidated Total Debt= [     ]

Consolidated EBITDA= [     ]

Actual Ratio= [     ] to 1.0 

Required Ratio= [     ] to 1.0


Supporting detail showing the calculation of Consolidated Total Debt is attached hereto as
Schedule 1. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as
Schedule 2.



5. The following represent true and accurate calculations, as of the last day of the Certificate
Period, to be used to determine whether the Borrower is in compliance with the covenants set forth
in Section 7.12 of the Credit Agreement:





First Lien Leverage Ratio.




Consolidated Total First Lien Debt= [     ]

Consolidated EBITDA= [     ]

Actual Ratio= [     ] to 1.0 

Required Ratio= [     ] to 1.0


Supporting detail showing the calculation of Consolidated Total First Lien Debt is attached hereto
as Schedule 3. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto
as Schedule 2.



6. The following represent true and accurate calculations, as of the last day of the Certificate
Period, to be used to determine whether the Borrower is in compliance with the covenants set forth
in Section 7.13 of the Credit Agreement:





Minimum Liquidity.




Minimum Cash= [     ] 

Minimum Amount= [     ]









 



 

Supporting detail showing the calculation of Minimum Cash is attached hereto as Schedule 4.
Supporting detail showing the calculation of the Minimum Amount is attached hereto as Schedule 5.












 



 




     IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the
Borrower, has executed this certificate for and on behalf of the Borrower and has caused this
certificate to be delivered this                                          day of                     .



	 	 	 	 	 	 	 	 	 

	 	 	TRAVELPORT LLC,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 












 



 


EXHIBIT D TO THE FOURTH

AMENDMENT AND RESTATEMENT

AGREEMENT












 



 




EXHIBIT E




[FORM OF]




ASSIGNMENT AND ASSUMPTION



          This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between the Assignor (as defined below) and the
Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not
otherwise defined herein have the meanings specified in the Credit Agreement dated as of August 23,
2006, as amended and restated as of September 30, 2011 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”),
Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.a.r.l., the lenders from time
to time party thereto (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in such
capacity, the “Administrative Agent”), Collateral Agent and L/C Issuer, UBS Loan Finance LLC, as
Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent, and the other parties
thereto, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the facility identified below (including participations in any Letters of Credit or
Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i)
and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.





	1.	 	Assignor (the “Assignor”):                                         
	 
	2.	 	Assignee (the “Assignee”):                                         










 



 








(a) Assignee is an Affiliate of: [Name of Lender
]




(b) Assignee is an Approved Fund of: [Name of Lender
]




	3.	 	Borrower: Travelport LLC
	 
	4.	 	Administrative Agent: UBS AG, Stamford Branch
	 
	5.	 	Assigned Interest:





	 	 	 	 	 	 	 
	 	 	Aggregate Amount	 	 	 	Percentage
	 	 	of Commitment /	 	Amount of	 	Assigned of
	 	 	Loans of all	 	Commitment /	 	Commitment
	Facility	 	Lenders	 	Loans Assigned	 	/ Loans1
	Extended Dollar Revolving Credit Facility
	 	$	 	$	 	%
	Non-Extended Dollar Revolving Credit
Facility
	 	$	 	$	 	%
	Extended Alternative Currency Revolving
Credit Facility
	 	[€][£]	 	[€][£]	 	%
	Non-Extended Alternative Currency
Revolving Credit Facility
	 	[€][£]	 	[€][£]	 	%
	Extended Tranche B Dollar Term Facility
	 	$	 	$	 	%
	Non-Extended Tranche B Dollar Term Facility
	 	$	 	$	 	%
	Extended Euro Term Facility
	 	€	 	€	 	%
	Non-Extended Euro Term Facility
	 	€	 	€	 	%
	Extended Synthetic L/C Facility2
	 	$	 	$	 	%
	Non-Extended Synthetic L/C
Facility3
	 	$	 	$	 	%








 




			
	1	 	Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.
	 
	2	 	An assignment of all or any portion of a Synthetic L/C Commitment of any Class
shall comply with the requirements of Section 10.07(b)(i) of the Credit Agreement.










 



 







	6.	 	Effective Date:                                         







 




			
	3	 	An assignment of all or any portion of a Synthetic L/C Commitment of any Class
shall comply with the requirements of Section 10.07(b)(i) of the Credit Agreement.










 



 






          The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 	 	 

	 	 	[NAME OF ASSIGNOR], as Assignor,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	For any Person requiring a second signature block:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE], as Assignee,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	For any Person requiring a second signature block:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 












 



 

[Consented to and]4 Accepted:




     UBS AG, STAMFORD BRANCH, as Administrative Agent,



	 	 	 	 	 	 	 

	 

	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 	 	 

	 

	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 





[Consented to:]5




     UBS AG, STAMFORD BRANCH, as L/C Issuer,



	 	 	 	 	 	 	 

	 

	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 	 	 

	 

	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
	4	 	No consent of the Administrative Agent shall be required for an assignment of all
or any portion of a Term Loan or a portion of any Synthetic L/C Facility to another Lender, an
Affiliate of a Lender or an Approved Fund.
	 
	5	 	In the case of any assignment under any Revolving Credit Facility, no consent of
any Revolving L/C Issuer that is a Principal L/C Issuer shall be required for any assignment to
an Agent or an Affiliate of an Agent.










 



 





[Consented to:]6




     UBS LOAN FINANCE LLC, as Swing Line Lender,



	 	 	 	 	 	 	 

	 

	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 	 	 

	 

	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
	6	 	In the case of any assignment of any of the Dollar Revolving Credit Facility, the
consent of the Swing Line Lender is required.










 



 





[Consented to:]7




     TRAVELPORT LLC, as Borrower,



	 	 	 	 	 	 	 

	 

	 	by
	 	 
 

Name:
	 	 
	 

	 	 	 	Title:	 	 








 




			
	7	 	No Consent of the Borrower shall be required for an assignment to a
Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section
8.01(a), (f), or (g) of the Credit Agreement has occurred and is continuing, any assignee.










 



 






Annex I




CREDIT AGREEMENT8




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement, (ii)
the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, (iii) the financial condition of Holdings, the Borrower, or any of their Subsidiaries or
Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance
or observance by Holdings, the Borrower, or any of their Subsidiaries or Affiliates or any other
Person of any of their obligations under the Credit Agreement.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to
be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on






 




			
	8	 	Capitalized terms used in this Assignment and Assumption and not otherwise
defined herein have the meanings specified in the Credit Agreement dated as of August 23, 2006,
as amended and restated as of September 30, 2011 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport
Limited (“Holdings”), Waltonville Limited, TDS Investor (Luxembourg) S.a.r.l., the lenders from
time to time party thereto (the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent (in
such capacity, the “Administrative Agent”), Collateral Agent and L/C Issuer, UBS Loan Finance
LLC, as Swing Line Lender, Credit Suisse Securities (USA) LLC, as Syndication Agent, and the
other parties thereto.










 



 


			
	 	 	the basis of which it has made such analysis and decision independently and without reliance on any
Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and
Assumption is any documentation required to be delivered by it pursuant to Section 10.15 of the
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Assignor, any Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will
perform in accordance with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender.





2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to
the Assignee for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. This Assignment and
Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by facsimile or other electronic transmission shall be as effective as delivery of a
manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.










 



 




EXHIBIT E TO THE FOURTH

AMENDMENT AND RESTATEMENT

AGREEMENT




Guaranty, as amended and restated



See attached.





 











 





EXECUTION VERSION




 





GUARANTY




among



TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.),

as Holdings



WALTONVILLE LIMITED,

as Intermediate Parent



TDS INVESTOR (LUXEMBOURG) S.A.R.L.,

as TDS Intermediate Parent



CERTAIN SUBSIDIARIES OF HOLDINGS



IDENTIFIED HEREIN



and



UBS AG, STAMFORD BRANCH,

as Administrative Agent



dated as of



August 23, 2006



as amended and restated as of September 30, 2011



 







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01. Credit Agreement
	 	 	3	 
	SECTION 1.02. Other Defined Terms
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II 

	 
	 	 	 	 
	Guaranty

	 
	 	 	 	 
	SECTION 2.01. Guaranty
	 	 	4	 
	SECTION 2.02. Guaranty of Payment
	 	 	5	 
	SECTION 2.03. No Limitations
	 	 	5	 
	SECTION 2.04. Reinstatement
	 	 	6	 
	SECTION 2.05. Agreement To Pay; Subrogation
	 	 	6	 
	SECTION 2.06. Information
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III 

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 3.01. Indemnity and Subrogation
	 	 	6	 
	SECTION 3.02. Contribution and Subrogation
	 	 	7	 
	SECTION 3.03. Subordination
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 4.01. Notices
	 	 	7	 
	SECTION 4.02. Waivers; Amendment
	 	 	7	 
	SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification
	 	 	8	 
	SECTION 4.04. Successors and Assigns
	 	 	9	 
	SECTION 4.05. Survival of Agreement
	 	 	9	 
	SECTION 4.06. Counterparts; Effectiveness; Several Agreement
	 	 	9	 
	SECTION 4.07. Severability
	 	 	9	 
	SECTION 4.08. Right of Set-Off
	 	 	10	 
	SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	10	 
	SECTION 4.10. WAIVER OF JURY TRIAL
	 	 	11	 
	SECTION 4.11. Headings
	 	 	11	 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 4.12. Security Interest Absolute
	 	 	11	 
	SECTION 4.13. Termination or Release
	 	 	11	 
	SECTION 4.14. Additional Restricted Subsidiaries
	 	 	12	 






	 	 	 
	Schedules
	 	 
	 
	 	 
	Schedule I

	 	Subsidiary Parties
	 
	 	 
	Exhibits
	 	 
	 
	 	 
	Exhibit I

	 	Form of Guaranty Supplement










-2-









 








          GUARANTY dated as of August 23, 2006 among (the “Original Guaranty”), as amended and
restated as of September 30, 2011, TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.)
(“Holdings”), WALTONVILLE LIMITED (“Intermediate
Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée
incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Subsidiaries of
Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent.




          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated
on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and
restated on October 22, 2010 (as heretofore amended, the “Existing Credit Agreement”),
among TDS INVESTOR CORPORATION (“Borrower”), Holdings, Intermediate Parent, UBS AG,
STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line
Lender, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and each lender from time to time
party thereto (the “Existing Lenders”). The Existing Lenders extended credit to the
Borrower subject to the terms and conditions set forth in the Existing Credit Agreement.




          Reference is further made to the Existing Credit Agreement, as further amended and restated as
of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, the Administrative
Agent and the lenders party thereto (collectively, the “Lenders” and individually, a
“Lender”).



The obligations of the Existing Lenders to extend credit pursuant to the Existing Credit Agreement
were conditioned upon, among other things, the execution and delivery of the Original Guaranty.
The obligations of the Lenders to extend credit pursuant to the Credit Agreement are conditioned
upon, among other things, the execution and delivery of this Agreement. Holdings and the
Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the
extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and
deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the
parties hereto agree as follows:




ARTICLE I




Definitions



          SECTION 1.01. Credit Agreement.




          (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement.




          (b) The rules of construction specified in Article I of the Credit Agreement also apply to
this Agreement.






-3-









 








          SECTION 1.02. Other Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:




          “Administrative Agent” means UBS AG, Stamford Branch, in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.




          “Agreement” means this Guaranty.




          “Claiming Party” has the meaning assigned to such term in Section 3.02.




          “Contributing Party” has the meaning assigned to such term in Section 3.02.




          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of
this Agreement.




          “Existing Credit Agreement” has the meaning assigned to such term in the preliminary statement
of this Agreement.




          “Existing Lenders” has the meaning assigned to such term in the preliminary statement of
this Agreement.




          “Guaranty Supplement” means an instrument in the form of Exhibit I hereto.




          “Guarantor” means each of Holdings and each Subsidiary Party.




          “Holdings” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of
this Agreement.




          “Original Guaranty” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other
Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the
Closing Date.




ARTICLE II




Guaranty



          SECTION 2.01. Guaranty. Each Guarantor unconditionally guarantees (and confirms
its original guarantee under the Original Guaranty), jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, to the Administrative Agent, for the
benefit of the Secured Parties, the due and punctual payment and performance of the Obligations.
Each of the Guarantors further agrees that the Obligations may be extended or renewed, in





-4-









 







whole or in part, without notice to or further assent from it, and that it will remain bound upon
its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors
waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party
of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment.




          SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that
its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and
waives any right to require that any resort be had by the Administrative Agent or any other Secured
Party to any security held for the payment of the Obligations, or to any balance of any deposit
account or credit on the books of the Administrative Agent or any other Secured Party in favor of
the Borrower or any other Person.




          SECTION 2.03. No Limitations.




          (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in
Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations, or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to
assert any claim or demand or to enforce any right or remedy under the provisions of any Loan
Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, any Loan Document or any other agreement, including with
respect to any other Guarantor under this Agreement; (iii) the release of any security held by the
Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or
delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or
omission that may or might in any manner or to any extent vary the risk of any Guarantor or
otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes
the Secured Parties to take and hold security for the payment and performance of the Obligations,
to exchange, waive or release any or all such security (with or without consideration), to enforce
or apply such security and direct the order and manner of any sale thereof in their sole discretion
or to release or substitute any one or more other guarantors or obligors upon or in respect of the
Obligations, all without affecting the obligations of any Guarantor hereunder.




          (b) Except for termination of a Guarantor’s obligations hereunder as expressly permitted in
Section 4.13, to the fullest extent permitted by applicable law, each Guarantor waives any defense
based on or arising out of any defense of the Borrower or any other Loan Party or the
unenforceability of the Obligations, or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment
in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties
may in accordance with the terms of the Collateral Documents, at their election,





-5-









 







foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales,
accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of
the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise
any other right or remedy available to them against the Borrower or any other Loan Party, without
affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the
Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent
permitted by applicable law, each Guarantor waives any defense arising out of any such election
even though such election operates, pursuant to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor against the
Borrower or any other Loan Party, as the case may be, or any security.




          SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation, is rescinded or must otherwise be restored by the
Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the
Borrower, any other Loan Party or otherwise.




          SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing
and not in limitation of any other right that the Administrative Agent or any other Secured Party
has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or
any other Loan Party to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises
to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the
Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of
any sums to the Administrative Agent as provided above, all rights of such Guarantor against the
Borrower or any other Loan Party arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article
III.




          SECTION 2.06. Information. Each Guarantor assumes all responsibility for being
and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and
the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Administrative Agent or the other Secured Parties will have any duty to
advise such Guarantor of information known to it or any of them regarding such circumstances or
risks.




ARTICLE III




Indemnity, Subrogation and Subordination



          SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section
3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any
Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full





-6-









 







amount of such payment and such Guarantor shall be subrogated to the rights of the Person to
whom such payment shall have been made to the extent of such payment.




          SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a
“Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made
by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary
Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in
Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the
amount of such payment, in each case multiplied by a fraction of which the numerator shall be the
net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate
net worth of all the Contributing Parties together with the net worth of the Claiming Party on the
date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the
date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any
Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be
subrogated to the rights of such Claiming Party to the extent of such payment.




          SECTION 3.03. Subordination.




          (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the Borrower or any
Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required
under applicable law or otherwise) shall in any respect limit the obligations and liabilities of
any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for
the full amount of the obligations of such Guarantor hereunder.




          (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any
Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the
Obligations.




ARTICLE IV




Miscellaneous



          SECTION 4.01. Notices. All communications and notices hereunder shall (except
as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of
the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be
given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.




          SECTION 4.02. Waivers; Amendment.




          (a) No failure or delay by the Administrative Agent, any L/C Issuer or any
Lender in exercising any right or power hereunder or under any other Loan Document shall





-7-









 







operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of
this Section 4.02, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the making
of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or
knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall
entitle any Loan Party to any other or further notice or demand in similar or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver,
amendment or modification is to apply, subject to any consent required in accordance with Section
10.01 of the Credit Agreement.




          SECTION 4.03. Administrative Agent’s Fees and Expenses;
Indemnification.




          (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement
of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.




          (b) Without limitation of its indemnification obligations under the other Loan Documents, the
Borrower agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in
Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges
and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of, the execution, delivery or performance of
this Agreement or any claim, litigation, investigation or proceeding relating to any of the
foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee 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 are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer,
employee, counsel, agent or attorney-in-fact of such Indemnitee.




          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or





-8-









 







provision of this Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03
shall be payable within 10 days of written demand therefor.




          SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the permitted successors
and assigns of such party; and all covenants, promises and agreements by or on behalf of any
Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and assigns.




          SECTION 4.05. Survival of Agreement. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or on its behalf and
notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended
under the Credit Agreement, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document
is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated.




          SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement
may be executed in counterparts, each of which shall constitute an original but all of which when
taken together shall constitute a single contract. Delivery of an executed signature page to this
Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via
electronic mail) shall be as effective as delivery of a manually signed counterpart of this
Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof
executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a
counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter
shall be binding upon such Loan Party and the Administrative Agent and their respective permitted
successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent
and the other Secured Parties and their respective successors and assigns, except that no Loan
Party shall have the right to assign or transfer its rights or obligations hereunder or any
interest herein (and any such assignment or transfer shall be void) except as expressly
contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a
separate agreement with respect to each Loan Party and may be amended, modified, supplemented,
waived or released with respect to any Loan Party without the approval of any other Loan Party and
without affecting the obligations of any other Loan Party hereunder.




          SECTION 4.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or uneforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The






-9-









 







particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.




          SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the
Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default,
each Lender and its Affiliates is authorized at any time and from time to time, without prior
notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and
each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held by, and other
Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the
account of the respective Loan Parties against any and all obligations owing to such Lender and its
Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or
Affiliate shall have made demand under this Agreement and although such obligations may be
contingent or unmatured or denominated in a currency different from that of the applicable deposit
or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such set off and application made by such Lender; provided, that the failure to give such
notice shall not affect the validity of such setoff and application. The rights of each Lender
under this Section 4.08 are in addition to other rights and remedies (including other rights of
setoff) that the Administrative Agent and such Lender may have.




          SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of
Process.




          (a) This Agreement shall be governed by and construed in accordance with the law of the
State of New York.




          (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York City and of the United States District Court for the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative
Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating
to this Agreement or any other Loan Document against any Guarantor, or its properties in the courts
of any jurisdiction.




          (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (b) of this Section





-10-









 







4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court.




          (d) Each party to this Agreement irrevocably consents to service of process in
the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.




          SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 4.10.




          SECTION 4.11. Headings. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 4.12. Security Interest Absolute. All rights of the Administrative
Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan
Document, any agreement with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other Loan Document, any other agreement or
instrument, (c) any release or amendment or waiver of or consent under or departure from any
guarantee guaranteeing all or any of the Obligations or (d) subject to the terms of Section 4.13,
any other circumstance that might otherwise constitute a defense available to, or a discharge of,
any Guarantor in respect of the Obligations or this Agreement.




          SECTION 4.13. Termination or Release.




          (a) This Agreement and the Guaranties made herein shall terminate with respect to all Obligations when all the outstanding Obligations have been indefeasibly paid in full
and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations
have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of
Credit under the Credit Agreement.








-11-









 








          (b) Any Guarantor shall be automatically released from its obligations under this Agreement
if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation
permitted under the Credit Agreement or, if such Guarantor was required to provide a Guaranty
solely as a result of the application of clause (i) or (j) of the definition of Collateral and
Guarantee Requirement (as defined in the Credit Agreement) and is no longer required to provide a
Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as
defined in the Credit Agreement);




          (c) A Subsidiary Party shall automatically be released from its obligations hereunder upon
the consummation of any transaction permitted by the Credit Agreement as a result of which such
Subsidiary Party ceases to be a Subsidiary; provided that the Required Lenders shall have consented
to such transaction (to the extent required by the Credit Agreement) and the terms of such consent
did not provide otherwise.




          (d) In connection with any termination or release pursuant to paragraph (a), the
Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all
documents that such Guarantor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to
or warranty by the Administrative Agent.




          SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of
the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in
existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter
in this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution
and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such
Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as
if originally named as a Subsidiary Party herein. The execution and delivery of any such
instrument shall not require the consent of any other Loan Party hereunder. The rights and
obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the
addition of any new Loan Party as a party to this Agreement.





-12-












 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.



	 	 	 	 	 	 	 

	 	 	TRAVELPORT LIMITED,

as Holdings	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rochelle J. Boas	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Rochelle J. Boas	 	 
	 

	 	 	 	Title: Senior Vice President and Assistant
Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	WALTONVILLE LIMITED, 

as Intermediate Parent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rochelle J. Boas
 

Name: Rochelle J. Boas
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	TDS INVESTOR (LUXEMBOURG) S.A.R.L., 

as  TDS Intermediate
Parent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Sutherland
 

Name: John Sutherland

Title: Manager
	 	 








 









 





	 	 	 	 	 
	 	TRAVELPORT INC.

GALILEO TECHNOLOGIES LLC 

GTA NORTH AMERICA, INC. 

OWW2, LLC 

TRAVEL INDUSTRIES, INC. 

TRAVELPORT HOLDINGS, INC. 

TRAVELPORT HOLDINGS, LLC 

TRAVELPORT INTERNATIONAL 

SERVICES, INC. 

TRAVELPORT OPERATIONS, INC. 

WORLDSPAN LLC 

WORLDSPAN BBN HOLDINGS, LLC 

WORLDSPAN DIGITAL HOLDINGS, LLC 

WORLDSPAN IJET HOLDINGS, LLC 

WORLDSPAN OPENTABLE HOLDINGS, LLC 

WORLDSPAN S.A. HOLDINGS II, L.L.C. 

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC 

WORLDSPAN STOREMAKER HOLDINGS, LLC 

WORLDSPAN TECHNOLOGIES INC. 

WORLDSPAN VIATOR HOLDINGS, LLC 

WORLDSPAN XOL LLC 

WS FINANCING CORP. 

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas      	 
	 	 	Title:  	Senior Vice President and Secretary 	 
	 



	 	 	 	 	 	 	 

	 	 	TRAVELPORT, LP



BY: TRAVELPORT HOLDINGS, LLC, as 

General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rochelle J. Boas
 

Name: Rochelle J. Boas
	 	 
	 

	 	 	 	Title: Senior Vice President and Secretary 

of Travelport  Holdings, LLC, as 

General Partner	 	 








 









 





     IN WITNESS WHEREOF, for the purposes of Section 3.01 and 4.03 only, the undersigned has
executed this Guaranty as of the date first written above.



	 	 	 	 	 

	 

	 	TRAVELPORT LLC,	 	 
	 

	 	as Borrower,	 	 
	 
	 	 	 	 
	 

	 	By: Rochelle J. Boas	 	 
	 

	 	 

Name: Rochelle J. Boas
	 	 
	 

	 	Title: Authorized Person	 	 











 









 








	 	 	 	 	 	 	 

	 	 	UBS AG, STAMFORD
BRANCH,	 	 
	 	 	as Collateral Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary E. Evans	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Mary E. Evans	 	 
	 

	 	Titile:
	 	Associate Director	 	 
	 

	 	 	 	Banking Products Services. US	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Irja R. Otsa	 	 
	 

	 	Titile:
	 	Associate Director	 	 
	 

	 	 	 	Banking Products Services. US	 	 









 











 





Schedule I to

the Guaranty



SUBSIDIARY PARTIES




	 	 	 
	 	 	Jurisdiction of
	Name of Subsidiary Party	 	Formation
	Galileo Technologies LLC

	 	Delaware
	Gta North America, Inc.

	 	Delaware
	OWW2, LLC

	 	Delaware
	TDS Investor (Luxembourg) S.a.r.l.

	 	Luxembourg
	Travel Industries, Inc.

	 	Delaware
	Travelport Holdings, Inc.

	 	Delaware
	Travelport Holdings, LLC

	 	Delaware
	Travelport Inc.

	 	Delaware
	Travelport International Services, Inc.

	 	Delaware
	Travelport Operations, Inc.

	 	Delaware
	Travelport, LP

	 	Delaware
	Waltonville Limited

	 	Gibraltar
	WORLDSPAN BBN Holdings, LLC

	 	California
	WORLDSPAN Digital Holdings, LLC

	 	Delaware
	Worldspan iJet Holdings, LLC

	 	Delaware
	Worldspan LLC

	 	Delaware
	Worldspan OpenTable Holdings, LLC

	 	Georgia
	WORLDSPAN S.A. HOLDINGS II, L.L.C.

	 	Georgia
	WORLDSPAN South American Holdings, LLC

	 	Georgia
	Worldspan StoreMaker Holdings, LLC

	 	Delaware
	Worldspan Technologies Inc.

	 	Delaware
	Worldspan Viator Holdings, LLC

	 	Delaware
	Worldspan XOL LLC

	 	Georgia
	WS Financing Corp.

	 	Delaware






 









 








Exhibit I to the

Guaranty Agreement




SUBSIDIARY PARTIES




     SUPPLEMENT
NO. __ dated as of [•], to the Guaranty
dated as of August 23, 2006, as amended and restated as of September 30, 2011, among TDS INVESTOR
(BERMUDA) LTD. (“Holdings”), WALTONVILLE
LIMITED (“Intermediate Parent”), the Subsidiaries of
Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent.



     A. Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and
restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended
and restated on October 22, 2010, as further amended and restated as of September 30, 2011 (the
“Credit Agreement”), among TDS INVESTOR CORPORATION (the “Borrower”), Holdings, Intermediate
Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE LLC,
as Swing Line Lender, each lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, LEHMAN
BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as
Co-Documentation Agents and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead
Arrangers.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Guaranty referred to therein.



     C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans
and the L/C Issuers to issue Letters of Credit. Section 4.14 of the Guaranty provides that
additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Guaranty
by execution and delivery of an instrument in the form of this Supplement. The undersigned
Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Party under the Guaranty in order to
induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of
Credit and as consideration for Loans previously made and Letters of Credit previously issued.



     Accordingly, the Administrative Agent and the New Subsidiary agree as follows:



     SECTION 1. In accordance with Section 4.14 of the Guaranty, the New Subsidiary by its
signature below becomes a Subsidiary Party (and accordingly, becomes a Guarantor under the Guaranty
with the same force and effect as if originally named therein as a Subsidiary Party and the New
Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty



 









 




applicable to it as a Subsidiary Party and Guarantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a Guarantor thereunder are true and correct
on and as of the date hereof. Each reference to a “Guarantor” in the Security Agreement shall be
deemed to include the New Subsidiary. The Guaranty is hereby incorporated herein by reference.




     SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the
other Secured Parties that this Supplement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer,
preference or similar laws and by general principles of equity.



     SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Supplement shall become effective when the
Administrative Agent shall have received a counterpart of this Supplement that bears the signature
of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of
an executed signature page to this Supplement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Supplement.



     SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force
and effect.



     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF
NEW YORK.



     SECTION 6. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Guaranty shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other
jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.



     SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 4.01 of the Guaranty.



     SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for the
Administrative Agent.



-2-









 





     IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this
Supplement to the Guaranty as of the day and year first above written.



	 	 	 	 	 

	 

	 	[NAME OF NEW SUBSIDIARY],	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






-3-









 





Exhibit I to the

Guaranty Agreement




	 	 	 	 	 

	 

	 	UBS AG, STAMFORD BRANCH, 

     as Administrative Agent,	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 









 





EXHIBIT F TO THE FOURTH

AMENDMENT AND RESTATEMENT

AGREEMENT




Security Agreement, as amended and restated



See attached.





 











 





EXECUTION VERSION




 




SECURITY AGREEMENT




among



TRAVELPORT LLC (f/k/a TDS INVESTOR CORPORATION),

as Borrower



TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.),

as Holdings



WALTONVILLE LIMITED,

as Intermediate Parent



TDS INVESTOR (LUXEMBOURG) S.A.R.L.,

as TDS Intermediate Parent,



CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN



and



UBS AG, STAMFORD BRANCH,

as Collateral Agent



dated as of



August 23, 2006



as amended and restated as of September 30, 2011


 










 



 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	ARTICLE I


Definitions

	 	 	 
	 	 	 	 
	SECTION 1.01	 	Credit Agreement
	 	 	1	 
	SECTION 1.02	 	Other Defined Terms
	 	 	2	 
	 	 	 
	 	 	 	 
	ARTICLE II


Pledge of Securities

	 	 	 
	 	 	 	 
	SECTION 2.01	 	Pledge
	 	 	5	 
	SECTION 2.02	 	Delivery of the Pledged Collateral
	 	 	6	 
	SECTION 2.03	 	Representations, Warranties and Covenants
	 	 	7	 
	SECTION 2.04	 	Certification of Limited Liability Company and Limited Partnership Interests
	 	 	8	 
	SECTION 2.05	 	Registration in Nominee Name; Denominations
	 	 	8	 
	SECTION 2.06	 	Voting Rights; Dividends and Interest
	 	 	8	 
	 	 	 
	 	 	 	 
	ARTICLE III


Security Interests in Personal Property

	 	 	 
	 	 	 	 
	SECTION 3.01	 	Security Interest
	 	 	10	 
	SECTION 3.02	 	Representations and Warranties
	 	 	13	 
	SECTION 3.03	 	Covenants
	 	 	15	 
	SECTION 3.04	 	Other Actions
	 	 	17	 
	 	 	 
	 	 	 	 
	ARTICLE IV


Remedies

	 	 	 
	 	 	 	 
	SECTION 4.01	 	Remedies Upon Default
	 	 	20	 
	SECTION 4.02	 	Application of Proceeds
	 	 	22	 
	 	 	 
	 	 	 	 
	ARTICLE V


Indemnity, Subrogation and Subordination







 -i-










 



 


	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	SECTION 5.01	 	Indemnity
	 	 	22	 
	SECTION 5.02	 	Contribution and Subrogation
	 	 	23	 
	SECTION 5.03	 	Subordination
	 	 	23	 
	 	 	 
	 	 	 	 
	ARTICLE VI


Miscellaneous

	 	 	 
	 	 	 	 
	SECTION 6.01	 	Notices
	 	 	23	 
	SECTION 6.02	 	Waivers; Amendment
	 	 	23	 
	SECTION 6.03	 	Collateral Agent’s Fees and Expenses;
	 	 	24	 
	SECTION 6.04	 	Successors and Assigns
	 	 	25	 
	SECTION 6.05	 	Survival of Agreement
	 	 	25	 
	SECTION 6.06	 	Counterparts; Effectiveness; Several Agreement
	 	 	25	 
	SECTION 6.07	 	Severability
	 	 	26	 
	SECTION 6.08	 	Right of Set-Off
	 	 	26	 
	SECTION 6.09	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	26	 
	SECTION 6.10	 	WAIVER OF JURY TRIAL
	 	 	27	 
	SECTION 6.11	 	Headings
	 	 	27	 
	SECTION 6.12	 	Security Interest Absolute
	 	 	28	 
	SECTION 6.13	 	Termination or Release
	 	 	28	 
	SECTION 6.14	 	Additional Restricted Subsidiaries
	 	 	29	 
	SECTION 6.15	 	Collateral Agent Appointed Attorney-in-Fact
	 	 	29	 
	SECTION 6.16	 	General Authority of the Collateral Agent
	 	 	30	 






Schedules




	 	 	 

	Schedule I

	 	Subsidiary Parties
	Schedule II

	 	Pledged Equity; Pledged Debt
	Schedule III

	 	Commercial Tort Claims
	Schedule IV

	 	Permitted Subsidiary Dispositions and Liquidations
	Schedule V

	 	100% Pledged Foreign Subsidiaries
	Schedule VI

	 	Deposit Accounts; Securities Accounts
	Schedule VII

	 	Domestic Grantors






Exhibits




	 	 	 

	Exhibit I

	 	Form of Security Agreement Supplement
	Exhibit II

	 	Form of Perfection Certificate






 -ii-










 



 


          SECURITY AGREEMENT dated as of August 23, 2006 among (the “Original Security Agreement”), as
amended and restated as of September 30, 2011, TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA)
LTD.), a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC (f/k/a TDS
INVESTOR CORPORATION), a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company
incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG)
S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS
Intermediate Parent”), the Subsidiaries of Holdings from time to time party hereto and UBS AG,
STAMFORD BRANCH, as collateral agent pursuant to the Credit Agreement (as defined below) for the
Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).




          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated
on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and
restated on October 22, 2010 (as heretofore amended, the “Existing Credit Agreement”), among the
Borrower, Holdings, Intermediate Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an
L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, CREDIT SUISSE SECURITIES (USA) LLC, as
Syndication Agent and each lender from time to time party thereto (the “Existing Lenders”). The
Existing Lenders extended credit to the Borrower subject to the terms and conditions set forth in
the Existing Credit Agreement.




          Reference is further made to the Existing Credit Agreement, as further amended and restated as
of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent,
the Administrative Agent and the lenders party thereto (collectively, the “Lenders” and
individually, a “Lender”).




          The obligations of the Existing Lenders to extend credit pursuant to the Existing Credit
Agreement were conditioned upon, among other things, the execution and delivery of the Original
Security Agreement. The obligations of the Lenders to extend credit pursuant to the Credit
Agreement are conditioned upon, among other things, the execution and delivery of this Agreement.
Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial
benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are
willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.
Accordingly, the parties hereto agree as follows:




ARTICLE I




Definitions



          SECTION 1.01 Credit Agreement.










 



-2-



     (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement. All terms defined in the New York UCC (as
defined herein) and not defined in this Agreement have the meanings specified therein; the
term “instrument” shall have the meaning specified in Article 9 of the New York UCC.




     (b) The rules of construction specified in Article I of the Credit Agreement also apply
to this Agreement.



          SECTION 1.02 Other Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:




          “Account Debtor” means any Person who is or who may become obligated to any Grantor under,
with respect to or on account of an Account.




          “Accounts” has the meaning specified in Article 9 of the New York UCC.




          “Agreement” means this Security Agreement dated as of August 23, 2006, as amended and
restated as of September 30, 2011.




          “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).




          “Claiming Party” has the meaning assigned to such term in Section 5.02.




          “Collateral” means the Article 9 Collateral and the Pledged Collateral.




          “Contributing Party” has the meaning assigned to such term in Section 5.02.




          “Control” shall mean in the case of each Deposit Account, “control,” as such term is
defined in Section 9-104 of the UCC.




          “Control Notice” has the meaning assigned to such term in Section 3.04(c)(i).




          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of
this Agreement.




          “Deposit Accounts” means, collectively, with respect to each Grantor, all “deposit accounts”
(as such term is defined in the UCC) located in the United States or any of its States or
territories.




          “Deposit Account Control Agreement” means a control agreement, in form and substance
reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors,
the Collateral Agent, the applicable bank (with respect to a Deposit Account) and, if applicable,
the Second Priority Collateral Agent (as defined in the Intercreditor Agreement).










 



-3-


          “Domestic Grantors” means, collectively, Holdings, the Borrower and each Grantor
identified on Schedule VII hereto.




          “Excluded Accounts” means (i) each Deposit Account the funds in which are specially and
exclusively used for payroll, payroll taxes and other employee wage benefit payments to or for the
benefit of any Loan Party’s employees, (ii) each Deposit Account that holds funds not owned by any
Loan Party, (iii) Deposit Accounts or Securities Accounts not located in the United States or any
of its States or territories, (iv) tax withholding accounts (to the extent maintained by the
Borrower and its Subsidiaries exclusively for the purpose of maintaining or holding tax withholding
amounts payable to applicable Governmental Authorities), in each case, entered into in the ordinary
course of business and consistent with prudent business conduct, (v) segregated Deposit Accounts
constituting zero balance accounts, in each case to the extent such zero balance accounts are swept
on a daily basis to a Deposit Account that is subject to a Deposit Account Control Agreement, (vi)
the Tranche S Collateral Account and (vii) any Deposit Accounts or Securities Accounts, the average
daily balance of which has not, for any period of twenty (20) consecutive Business Days after the
Fourth Amendment Restatement Effective Date, exceeded $5,000,000 for any such account.




          “Existing Credit Agreement” has the meaning assigned to such term in the preliminary statement
of this Agreement.




          “Existing Lenders” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “Foreign Collateral Agreement” means any Collateral Document that is not governed by the Laws
of the United States, any state thereof or the District of Columbia and that creates or purports to
create a Lien or other security interest over any Grantor’s right, title and interest in, to and
under any assets or property.




          “Foreign Grantor” means any Grantor other than a Domestic Grantor.




          “General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes
corporate or other business records, indemnification claims, contract rights (including rights
under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements),
goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim,
security interest or other security held by or granted to any Grantor, as the case may be, to
secure payment by an Account Debtor of any of the Accounts, provided that General Intangibles shall
not include any intellectual property and related assets subject to the Intellectual Property
Security Agreement.




          “Grantor” means each of Holdings, the Borrower and each Subsidiary Party.




          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State
of New York.










 



-4-


          “Obligations” has the meaning assigned to such term in the Credit Agreement.




          “Original Security Agreement” has the meaning assigned to such term in the preliminary
statement of this Agreement.




          “Perfection Certificate” means a certificate substantially in the form of Exhibit II,
completed and supplemented with the schedules and attachments contemplated thereby, and duly
executed by the chief financial officer and the chief legal officer of the Borrower.




          “Pledged Collateral” has the meaning assigned to such term in Section 2.01.




          “Pledged Debt” has the meaning assigned to such term in Section 2.01.




          “Pledged Equity” has the meaning assigned to such term in Section 2.01.




          “Pledged Securities” means any promissory notes, stock certificates or other securities now or
hereafter included in the Pledged Collateral, including all certificates, instruments or other
documents representing or evidencing any Pledged Collateral.




          “Rescission Notice” has the meaning assigned to such term in Section 3.04(c)(i).




          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the
Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent
appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit
Agreement.




          “Securities Accounts” means, collectively, with respect to each Grantor, all “securities
accounts” (as such term is defined in the UCC) located in the United States or any of its States
or territories.




          “Securities Account Control Agreement” means a control agreement, in form and substance
reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors,
the Collateral Agent, the applicable securities intermediary (with respect to a Securities Account)
and, if applicable, the Second Priority Collateral Agent (as defined in the Inter-creditor
Agreement).




          “Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.




          “Security Interest” has the meaning assigned to such term in Section 3.01(a).




          “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other
Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the
Closing Date.










 



-5-


ARTICLE II




Pledge of Securities



          SECTION 2.01 Pledge. As security for the payment or performance, as the case may
be, in full of the Obligations, including the Guaranties, each Grantor hereby assigns and pledges
to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and
hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties (and confirms its original collateral arrangement and grant under the Original Security
Agreement), a security interest in, all of such Grantor’s right, title and interest in, to and
under (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests
obtained in the future by such Grantor and the certificates representing all such Equity Interests
(the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the
issued and outstanding voting Equity Interests of any Foreign Subsidiary of Holdings (other than
the Foreign Subsidiaries listed on Schedule V which shall have 100% of their issued and outstanding
voting Equity Interests pledged in accordance with clause (d) of the definition of Collateral and
Guarantee Requirement and any Foreign Subsidiary which shall have its Equity Interests pledged in
accordance with clause (j) of the definition of Collateral and Guarantee Requirement), (B) Equity
Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign
Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition
financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such
Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness
prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any
Person that is not a direct or indirect, wholly owned Subsidiary of Holdings, (F) Equity Interests
of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the
Borrower its determination that the costs or other consequences (including adverse tax
consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to
be obtained by the Lenders; and (G) Equity Interests of the Subsidiaries listed on Schedule IV;
(ii)other than in the case of each Foreign Grantor, (A) the debt securities owned by it and listed
opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by
such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities
(collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include (X) the Second
Lien Term Loans held by any Grantor, (Y) the Tranche S Collateral Account or any assets of any
Grantor credited to the Tranche S Collateral Account or (Z) the Tranche A Intercompany Note until
the Permitted Transfer Date (as defined in the Credit Agreement); (iii) all other property that may
be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv)
subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of, in
exchange for or upon the conversion of, and all other Proceeds received in respect of, the
securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and
privileges of such Grantor with respect to the securities and other property referred to in










 



-6-

clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items
referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged
Collateral”); provided that Pledged Collateral shall not include any asset with respect to which a
Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement to the
extent that a Lien and security interest hereunder is not permitted under the law governing such
Foreign Collateral Agreement; provided, further, notwithstanding any of the foregoing, the Pledged
Equity, in any event, shall include all equity interests described on Schedule II hereto.




          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its
successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the
terms, covenants and conditions hereinafter set forth.




          SECTION 2.02 Delivery of the Pledged Collateral.





     (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral
Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than
(x) any uncertificated securities, but only for so long as such securities remain
uncertificated and (y) share certificates for the Foreign Subsidiaries listed on Schedule V,
so long as such certificates, if any, are delivered within 30 days after the Closing Date)
to the extent such Pledged Securities, in the case of promissory notes or other instruments
evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this
Section 2.02.




     (b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate
principal amount in excess of the Dollar Amount of $5,000,000 owed to such Grantor by any
Person to be evidenced by a duly executed promissory note that is pledged and delivered to
the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof.




     (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be
accompanied by stock powers duly executed in blank or other instruments of transfer
reasonably satisfactory to the Collateral Agent and by such other instruments and documents
as the Collateral Agent may reasonably request and (ii) all other property comprising part
of the Pledged Collateral shall be accompanied by proper instruments of assignment duly
executed by the applicable Grantor and such other instruments or documents as the Collateral
Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a
schedule describing the securities, which schedule shall be attached hereto as Schedule II
and made a part hereof; provided that failure to attach any such schedule hereto shall not
affect the validity of such pledge of such Pledged Securities. Each schedule so delivered
shall supplement any prior schedules so delivered.









 



-7-


          SECTION 2.03 Representations, Warranties and Covenants. Holdings and the Borrower
jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to
and with the Collateral Agent, for the benefit of the Secured Parties, that:





     (a) Schedule II correctly sets forth the percentage of the issued and outstanding units
of each class of the Equity Interests of the issuer thereof represented by the Pledged
Equity and includes all Equity Interests, debt securities and promissory notes required to
be pledged hereunder in order to satisfy the Collateral and Guaranty Requirement;




     (b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by
a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the
Borrower’s knowledge) have been duly and validly authorized and issued by the issuers
thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in
the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than
Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s
knowledge), are legal, valid and binding obligations of the issuers thereof;




     (c) except for the security interests granted hereunder, each of the Grantors (i) is
and, subject to any transfers made in compliance with the Credit Agreement, will continue to
be the direct owner, beneficially and of record, of the Pledged Securities indicated on
Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens,
other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted
pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge,
hypothecation or transfer of, or create or permit to exist any security interest in or other
Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents
and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and
transfers or other transactions permitted under the Credit Agreement, and (iv) will defend
its title or interest thereto or therein against any and all Liens (other than the Liens
permitted pursuant to this Section 2.03(c)), however arising, of all Persons whomsoever;




     (d) except for restrictions and limitations imposed by the Loan Documents or securities
laws generally and except as described on Schedule II hereto or in the Perfection
Certificate, the Pledged Collateral is and will continue to be freely transferable and
assignable, and none of the Pledged Collateral is or will be subject to any option, right of
first refusal, shareholders agreement, charter or by-law provisions or contractual
restriction of any nature that might prohibit, impair, delay or otherwise affect in any
manner material and adverse to the Secured Parties the pledge of such Pledged Collateral
hereunder, the sale or disposition thereof pursuant hereto or the exercise by the
Collateral Agent of rights and remedies hereunder;









 



-8-



     (e) each of the Grantors has the power and authority to pledge the Pledged Collateral
pledged by it hereunder in the manner hereby done or contemplated;




     (f) no consent or approval of any Governmental Authority, any securities exchange or
any other Person was or is necessary to the validity of the pledge effected hereby (other
than such as have been obtained and are in full force and effect);




     (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any
Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement,
the Collateral Agent will obtain a legal, valid and perfected lien upon and security
interest in such Pledged Securities as security for the payment and performance of the
Obligations; and




     (h) the pledge effected hereby is effective to vest in the Collateral Agent, for
the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged
Collateral as set forth herein.



          SECTION 2.04 Certification of Limited Liability Company and Limited Partnership
Interests. Each certificate representing an interest in any limited liability company or
limited partnership controlled by any Grantor and pledged under Section 2.01 shall be delivered to
the Collateral Agent.




          SECTION 2.05 Registration in Nominee Name; Denominations. If an Event of Default
shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its intent
to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the
right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as
pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable
Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will
promptly give to the Collateral Agent copies of any notices or other communications received by it
with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral
Agent shall have the right to exchange the certificates representing Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with this Agreement.




          SECTION 2.06 Voting Rights; Dividends and Interest.





     (a) Unless and until an Event of Default shall have occurred and be continuing and
the Collateral Agent shall have notified the Borrower that the rights of the Grantors under
this Section 2.06 are being suspended:




     (i) Each Grantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any part
thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement









 



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and the other Loan Documents; provided that such rights and powers shall not be exercised in any
manner that could materially and adversely affect the rights inuring to a holder of any Pledged
Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties
under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured
Parties to exercise the same.




     (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be
executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments
as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the
voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i)
above.




     (iii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the Pledged
Securities to the extent and only to the extent that such dividends, interest, principal and other
distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and
conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any
noncash dividends, interest, principal or other distributions that would constitute Pledged Equity
or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the
outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for
Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor,
shall not be commingled by such Grantor with any of its other funds or property but shall be held
separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and
the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so
received (with any necessary endorsement reasonably requested by the Collateral Agent).




     (b) Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors
under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends,
interest, principal or other distributions that such Grantor is authorized to receive pursuant to
paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right and authority to
receive and retain such dividends, interest, principal or other distributions. All dividends,
interest, principal or other distributions received by any Grantor contrary to the provisions of
this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be
segregated from other property or funds of such Grantor and shall be forthwith delivered to the
Collateral Agent upon demand in the same form as so received (with any necessary endorsement
reasonably requested by the Collateral









 



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Agent). Any and all money and other property paid over to or received by the Collateral Agent
pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an
account to be established by the Collateral Agent upon receipt of such money or other property and
shall be applied in accordance with the provisions of Section 4.02. After all Events of Default
have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without
interest) all dividends, interest, principal or other distributions that such Grantor would
otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06
and that remain in such account.




     (c) Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors
under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting
and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section
2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which
shall have the sole and exclusive right and authority to exercise such voting and consensual rights
and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent
shall have the right from time to time following and during the continuance of an Event of Default
to permit the Grantors to exercise such rights. After all Events of Default have been cured or
waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights
and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of
paragraph (a)(i) of this Section 2.06.




     (d) Any notice given by the Collateral Agent to the Borrower suspending the rights of the
Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given
with respect to one or more of the Grantors at the same or different times and (iii) may suspend
the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in
part without suspending all such rights (as specified by the Collateral Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to
give additional notices from time to time suspending other rights so long as an Event of Default
has occurred and is continuing.



ARTICLE III




Security Interests in Personal Property



          SECTION 3.01 Security Interest.





     (a) As security for the payment or performance, as the case may be, in full of the
Obligations, including the Guaranties, each Domestic Grantor hereby assigns and pledges to the
Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit









 



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of the Secured Parties (and confirms its original collateral arrangement and grant
under the Original Security Agreement), a security interest (the “Security Interest”) in all
right, title or interest in or to any and all of the following assets and properties now
owned or at any time hereafter acquired by such Domestic Grantor or in which such Domestic
Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Article 9 Collateral”):




     (i) all Property;




     (ii) all Accounts;




     (iii) all Chattel Paper;




     (iv) all Commercial Tort Claims listed on Schedule III hereto;




     (v) all Deposit Accounts;




     (vi) all Documents;




     (vii) all Equipment;




     (viii) all General Intangibles;




     (ix) all Instruments;




     (x) all Inventory;




     (xi) all Investment Property;




     (xii) all books and records pertaining to the Article 9 Collateral; and




     (xiii) to the extent not otherwise included, all Proceeds and products of any and all
of the foregoing and all supporting obligations, collateral security and guarantees given
by any Person with respect to any of the foregoing;


provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not
constitute a grant of a security interest in (A) motor vehicles the perfection of a security
interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B)
any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary
acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to
Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such
Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such
Equity Interests, (C) more than 65% of the issued and outstanding voting Equity Interests of any
Foreign Subsidiary of Holdings (other than the Foreign Subsidiaries listed on Schedule V which










 



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shall have 100% of their issued and outstanding voting Equity Interests pledged in accordance with
clause (d) of the definition of Collateral and Guarantee Requirement and any Foreign Subsidiary
which shall have its Equity Interests pledged in accordance with clause (j) of the definition of
Collateral and Guarantee Requirement), (D) any asset with respect to which the Administrative Agent
has confirmed in writing to the Borrower its determination that the costs or other consequences
(including adverse tax consequences) of providing a security interest in such asset is excessive in
view of the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property
or other rights of a Grantor arising under any contract, lease, instrument, license or other
document if (but only to the extent that) the grant of a security interest therein would (x)
constitute a violation of a valid and enforceable restriction in respect of such General
Intangible, Investment Property or other such rights in favor of a third party or under any law,
regulation, permit, order or decree of any Governmental Authority, unless and until all required
consents shall have been obtained (for the avoidance of doubt, the restrictions described herein
shall not include negative pledges or similar undertakings in favor of a lender or other financial
counterparty) or (y) expressly give any other party in respect of any such contract, lease,
instrument, license or other document, the right to terminate its obligations thereunder, provided,
however, that the limitation set forth in clause (E) above shall not affect, limit, restrict or
impair the grant by a Grantor of a security interest pursuant to this Agreement in any such
Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is
rendered ineffective by any applicable law, including the Uniform Commercial Code; (F) Equity
Interests of any Subsidiary of a Foreign Subsidiary, (G) Equity Interests of any Person that is not
a direct or indirect, wholly owned Subsidiary of the Borrower, (H) Equity Interests of the
Subsidiaries listed on Schedule IV, (I) the Tranche S Collateral Account or any assets of any
Grantor credited to the Tranche S Collateral Account, (J) the Second Lien Term Loans held by any
Grantor, (K) the Tranche A Intercompany Note until the Permitted Transfer Date (as defined in the
Credit Agreement) or (L) any asset with respect to which a Lien or other security interest has been
granted pursuant to a Foreign Collateral Agreement to the extent that a Lien and security interest
hereunder is not permitted under the law governing such Foreign Collateral Agreement. Each Domestic
Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable
efforts to obtain any such required consent that is reasonably obtainable with respect to
Collateral which the Administrative Agent reasonably determines to be material.





     (b) Each Domestic Grantor hereby irrevocably authorizes the Collateral Agent for
the benefit of the Secured Parties at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) with respect to
the Article 9 Collateral or any part thereof and amendments thereto or continuation
statements without the signature of the Domestic Grantor in respect thereof that (i)
indicate the Collateral as “all assets whether now owned or hereafter acquired” of such
Domestic Grantor or words of similar effect as being of an equal or lesser scope or with
greater detail, and (ii) contain the information required by Article 9 of the Uniform
Commercial Code or the analogous legislation of each applicable jurisdiction for the filing
of any financing statement or amendment, including (A) whether such Domestic









 



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Grantor is an organization, the type of organization and any organizational identification
number issued to such Domestic Grantor and (B) in the case of a financing statement filed as
a fixture filing, a sufficient description of the real property to which such Article 9
Collateral relates. Each Domestic Grantor agrees to provide such information to the
Collateral Agent promptly upon request.




     (c) The Security Interest is granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify, any
obligation or liability of any Grantor with respect to or arising out of the Article 9
Collateral.



          SECTION 3.02 Representations and Warranties. Holdings and the Borrower jointly and
severally represent and warrant, as to themselves and the other Grantors, to the Collateral
Agent and the Secured Parties that:





     (a) Each Domestic Grantor has good and valid rights in and title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest hereunder
and has full power and authority to grant to the Collateral Agent the Security Interest in
such Article 9 Collateral pursuant hereto and to execute, deliver and perform its
obligations in accordance with the terms of this Agreement, without the consent or approval
of any other Person other than any consent or approval that has been obtained.




     (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name of each Grantor, is correct
and complete in all material respects as of the Closing Date. The UCC financing statements
(including fixture filings, as applicable) or other appropriate filings, recordings or
registrations prepared by the Collateral Agent based upon the information provided to the
Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or
other office specified in Schedule 2 to the Perfection Certificate (or specified by notice
from the Borrower to the Collateral Agent after the Closing Date in the case of filings,
recordings or registrations required by Section 6.11 of the Credit Agreement), are all the
filings, recordings and registrations that are necessary to establish a legal, valid and
perfected security interest in favor of the Collateral Agent (for the benefit of the Secured
Parties) in respect of all Article 9 Collateral in which the Security Interest may be
perfected by filing, recording or registration in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial
Code in the relevant jurisdiction or by filing with the United States Patent and Trademark
Office or the United States Copyright Office, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing of
continuation statements.




     (c) The Security Interest constitutes (i) a legal and valid security interest in all
the Article 9 Collateral securing the payment and performance of the Obligations and










 



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(ii) subject to the filings described in Section 3.02(b), a perfected security interest in all
Article 9 Collateral in which a security interest may be perfected by filing, recording or
registering a financing statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in
the relevant jurisdiction. The Security Interest (to the extent such Security Interest can be
perfected by making the filings and recordations described in the immediately preceding sentence)
is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any
nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and
has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the
Credit Agreement.




     (d) The Article 9 Collateral is owned by the Domestic Grantors free and clear of any Lien,
except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the
Domestic Grantors has filed or consented to the filing of (i) any financing statement or analogous
document under the New York UCC or any other applicable laws covering any Article 9 Collateral or
(ii) any assignment in which any Domestic Grantor assigns any Article 9 Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, except, in each case, for Liens expressly
permitted pursuant to Section 7.01 of the Credit Agreement.




     (e) With respect to any Collateral consisting of a Deposit Account (other than any Excluded
Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the
applicable bank and the Collateral Agent of a Deposit Account Control Agreement with respect to
such Collateral, the Collateral Agent shall have a perfected security interest in such Collateral.
Each Domestic Grantor hereby represents and warrants that as of the Closing Date, such Domestic
Grantor has neither opened nor maintains any Deposit Accounts other than the Excluded Accounts and
the accounts listed on Schedule VI. As of the date hereof and until the termination of this
Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control of any
Deposit Account to any person other than the Collateral Agent or the Second Priority Collateral
Agent or pursuant to the Second Lien Debt Documents or any Permitted Refinancing Documentation
evidencing a Permitted Refinancing of the Second Lien Term Loans.




     (f) With respect to any Collateral consisting of a Securities Account (other than any Excluded
Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the
applicable Securities Intermediary and the Collateral Agent of a Securities Account Control
Agreement with respect to such Collateral, the Collateral Agent shall have a perfected security
interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as of the
Closing Date, such Domestic









 



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Grantor has neither opened nor maintains any Securities Accounts other than the Excluded Accounts
and the accounts listed on Schedule VI. As of the date hereof and until the termination of this
Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control of any
Securities Account to any Person other than the Collateral Agent or the Second Priority Collateral
Agent or pursuant to the Second Lien Debt Documents or any Permitted Refinancing Documentation
evidencing a Permitted Refinancing of the Second Lien Term Loans.




     (g) Schedule III sets forth Commercial Tort Claims held by any Grantor with a value in
excess of $5,000,000.



          SECTION 3.03 Covenants.





     (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i)
in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure
of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.




     (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions
necessary to defend title to the Article 9 Collateral against all Persons and to defend the
Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof
against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.




     (c) Each year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver
to the Collateral Agent a certificate executed by the chief financial officer and the chief legal
officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c),
1(e), 1(f), 2(b), 8(a) and 8(b) of the Perfection Certificate or confirming that there has been no
change in such information since the date of such certificate or the date of the most recent
certificate delivered pursuant to this Section 3.03(c) and certifying that all UCC financing
statements and other appropriate filings, recordings or registrations have been filed of record in
each governmental, municipal or other appropriate office in each jurisdiction necessary to protect
and perfect the Security Interests and Liens under this Agreement (in respect of all Article 9
Collateral in which the Security Interest may be perfected by filing, recording or registration in
the United States (or any political subdivision thereof) and its territories and possessions
pursuant to the Uniform Commercial Code in the relevant jurisdiction) and the Intellectual Property
Security Agreement (to the extent required thereby) for a period of not less than 18 months after
the date of such certificate (except as noted therein with respect to any continuation statements
to be filed within such period).









 



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     (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own
expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such actions as the Collateral Agent may from time to time reasonably
request to better assure, preserve, protect and perfect the Security Interest and the rights and
remedies created hereby, including the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including fixture filings) or other documents in connection herewith
or therewith. If any amount payable under or in connection with any of the Article 9 Collateral
that is in excess of $5,000,000 shall be or become evidenced by any promissory note or other
instrument, such note or instrument shall be promptly pledged and delivered to the Collateral
Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to
the Collateral Agent.




     (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges,
fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9
Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the
maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so
as required by the Credit Agreement or this Agreement and within a reasonable period of time after
the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to
reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable
expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this
paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any
obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other
promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security
interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.




     (f) If at any time any Grantor shall take a security interest in any property of an Account
Debtor or any other Person, the value of which is in excess of $5,000,000, to secure payment and
performance of an Account, such Grantor shall promptly assign such security interest to the
Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of
public record unless necessary to continue the perfected status of the security interest against
creditors of and transferees from the Account Debtor or other Person granting the security
interest.




     (g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable
(as between itself and any relevant counterparty) to observe and perform all the conditions and
obligations to be observed and performed by it under each contract, agreement or instrument
relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and
each Grantor jointly and severally agrees to indemnify









 



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and hold harmless the Collateral Agent and the Secured Parties from and against any and all
liability for such performance.




     (h) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with a
value in excess of $5,000,000, such Grantor shall promptly notify the Collateral Agent in
writing signed by such Grantor of the brief details thereof and grant to the Collateral
Agent a security interest therein and in the Proceeds thereof, all upon the terms of this
Agreement pursuant to a document in form and substance reasonably satisfactory to the
Collateral Agent.




     (i) The Borrower shall deliver to the Collateral Agent, as soon as practicable
and in any event within 30 days of the Closing Date, share certificates, if any, for the
Foreign Subsidiaries listed on Schedule V, together with stock powers duly executed in blank
or other instruments of transfer reasonably satisfactory to the Collateral Agent and such
other instruments and documents as the Collateral Agent may reasonably request.



          SECTION 3.04 Other Actions. In order to further insure the attachment, perfection
and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each
Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with
respect to the following Article 9 Collateral:





     (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments
constituting Collateral and evidencing an amount in excess of $5,000,000, such Grantor shall
forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of
the Secured Parties, accompanied by such instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time reasonably request.




     (b) Investment Property. Except to the extent otherwise provided in Article II, if any
Grantor shall at any time hold or acquire any certificated securities, such Grantor shall
forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of
the Secured Parties, accompanied by such instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time reasonably request. If any securities
now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor
or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and
following the occurrence of an Event of Default such Grantor shall promptly notify the
Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an
agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i)
cause the issuer to agree to comply with instructions from the Collateral Agent as to such
securities, without further consent of any Grantor or such nominee, or (ii) arrange for the
Collateral Agent to become the registered owner of the securities. If any securities,
whether certificated or uncertificated, or other investment property are held by any Grantor
or its nominee through a securities intermediary or









 



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commodity intermediary, upon the Collateral Agent’s request and following the occurrence of an
Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the
Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably
satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the
case may be) commodity intermediary to agree to comply with entitlement orders or other
instructions from the Collateral Agent to such securities intermediary as to such security
entitlements, or (as the case may be) to apply any value distributed on account of any commodity
contract as directed by the Collateral Agent to such commodity intermediary, in each case without
further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other
Investment Property held through a securities intermediary, arrange for the Collateral Agent to
become the entitlement holder with respect to such Investment Property, with the Grantor being
permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or
otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors
that the Collateral Agent shall not give any such entitlement orders or instructions or directions
to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its
consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of
Default has occurred and is continuing. The provisions of this paragraph shall not apply to any
financial assets credited to a securities account for which the Collateral Agent is the securities
intermediary.




     (c) Control Agreements.




     (i) Within one hundred and twenty (120) days after the Fourth Amendment and Restatement
Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent,
each applicable Domestic Grantor (other than Holdings) shall enter into, and shall cause the
relevant bank(s) to enter into, a Deposit Account Control Agreement with respect to each of the
Deposit Accounts (other than Excluded Accounts) listed on Schedule VI or such Domestic Grantors
shall have closed such accounts, within one hundred and twenty (120) days of the Fourth Amendment
and Restatement Effective Date (or such longer period as the Administrative Agent may agree in
writing in its reasonable discretion). No Domestic Grantor (other than Holdings) shall hereafter
establish and maintain any Deposit Account (other than any Excluded Account) unless (1) the
applicable Domestic Grantor shall have given the Collateral Agent two (2) Business Days (or such
shorter period as may be agreed to by the Collateral Agent in writing in its discretion) prior
written notice of its intention to establish such new Deposit Account with a bank, and (2) such
bank and such Domestic Grantor shall have (or promptly thereafter, but in any event, within 30 days
from such date (or such longer period as the Administrative Agent may agree in writing in its
reasonable discretion)) duly executed and delivered to the Collateral Agent a Deposit Account
Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect
to such Deposit Account. The Collateral Agent shall not give any instructions directing the
disposition of funds (a









 



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“Control Notice”) from time to time credited to any Deposit Account or withhold any withdrawal
rights from such Domestic Grantor with respect to funds from time to time credited to any Deposit
Account unless an Event of Default has occurred and is continuing. To the extent permitted by the
terms of the applicable Deposit Account Control Agreement, the Collateral Agent agrees to
reasonably promptly (but in any event, within five Business Days after receipt of written request
from the applicable Grantor) rescind a Control Notice (notice of such rescission, a “Rescission
Notice”) if such Event of Default upon which a Control Notice was issued has been cured (as
determined by the Collateral Agent) or waived in accordance with the terms of the Credit Agreement
and no other Event of Default has occurred and is continuing or is reasonably expected to occur on
or immediately after the date of such Rescission Notice.




     (ii) Within one hundred and twenty (120) days after the Fourth Amendment and Restatement
Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent,
each applicable Domestic Grantor (other than Holdings) shall enter into, and shall cause the
relevant Securities Intermediary, or Securities Intermediaries, to enter into, a Securities Account
Control Agreement with respect to each of the Securities Accounts (other than Excluded Accounts)
listed on Schedule VI or such Domestic Grantors shall have closed such accounts, within one hundred
and twenty (120) days of the Fourth Amendment and Restated Effective Date (or such longer period as
the Administrative Agent may agree in writing in its reasonable discretion). No Domestic Grantor
(other than Holdings) shall hereafter establish and maintain any Securities Account (other than any
Excluded Account) unless (1) the applicable Domestic Grantor shall have given the Collateral Agent
two (2) Business Days (or such shorter period as may be agreed to by the Collateral Agent in
writing in its discretion) prior written notice of its intention to establish such new Securities
Account with a Securities Intermediary, and (2) such Securities Intermediary and such Domestic
Grantor shall have (or promptly thereafter, but in any event, within 30 days from such date (or
such longer period as the Administrative Agent may agree in writing in its reasonable discretion))
duly executed and delivered to the Collateral Agent a Securities Account Control Agreement (or an
amendment to an existing Deposit Account Control Agreement) with respect to such Securities
Account. The Collateral Agent shall not give a Control Notice or withhold any withdrawal rights
from such Domestic Grantor with respect to funds from time to time credited to any Securities
Account unless an Event of Default has occurred and is continuing. To the extent permitted by the
terms of the applicable Deposit Account Control Agreement, the Collateral Agent agrees to
reasonably promptly (but in any event, within five Business Days after receipt of written request
from the applicable Grantor) rescind a Control Notice if such Event of Default upon which a Control
Notice was issued has been cured (as determined by the Collateral Agent) or waived in accordance
with the terms of the Credit Agreement and no other Event of Default has occurred and is continuing
or is reasonably expected to occur on or immediately after the date of such Rescission Notice.









 



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ARTICLE IV




Remedies



          SECTION 4.01 Remedies Upon Default. Upon the occurrence and during the continuance
of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any
and all rights afforded to a secured party with respect to the Obligations under the Uniform
Commercial Code or other applicable law and also may (i) require each Grantor to, and each Grantor
agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all
or part of the Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably
convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted,
leased by any of the Grantors where the Collateral or any part thereof is assembled or located for
a reasonable period in order to effectuate its rights and remedies hereunder or under law, without
obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall
provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii)
exercise any and all rights and remedies of any of the Grantors under or in connection with the
Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall
provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and
(iv) subject to the mandatory requirements of applicable law and the notice requirements described
below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a
public or private sale or at any broker’s board or on any securities exchange, for cash, upon
credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent
shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict
the prospective bidders or purchasers to Persons who will represent and agree that they are
purchasing the Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall
have the right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold
absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor
now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted.




          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its
equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale
and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board
or exchange at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as










 



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the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.
The Collateral Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place to which the same
was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale
price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At
any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any
Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of
redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also
hereby waived and released to the extent permitted by law), the Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim then due and payable to
such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party
may, upon compliance with the terms of sale, hold, retain and dispose of such property without
further accountability to any Grantor therefor. For purposes hereof, a written agreement to
purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral
Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be
entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding
the fact that after the Collateral Agent shall have entered into such an agreement all Events of
Default shall have been remedied and the Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof
pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to
a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section
4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section
9-610(b) of the New York UCC or its equivalent in other jurisdictions.




          Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful
agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the
Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and
adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name
of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii)
obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement
or paying any premium in whole or in part relating thereto. All sums disbursed by










 



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the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court
costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by
the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.




          SECTION 4.02 Application of Proceeds.





     (a) The Collateral Agent shall apply the proceeds of any collection or sale of
Collateral, including any Collateral consisting of cash, in accordance with Section
8.04 of the Credit Agreement as of the Closing Date.


The Collateral Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.





     (b) In making the determinations and allocations required by this Section 4.02, the
Collateral Agent may conclusively rely upon information supplied by the Administrative Agent
as to the amounts of unpaid principal and interest and other amounts outstanding with
respect to the Obligations, and the Collateral Agent shall have no liability to any of the
Secured Parties for actions taken in reliance on such information, provided that nothing in
this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured
Party in any information so supplied. All distributions made by the Collateral Agent
pursuant to this Section 4.02 shall be (subject to any decree of any court of competent
jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to
inquire as to the application by the Administrative Agent of any amounts distributed to it.



ARTICLE V




Indemnity, Subrogation and Subordination



          SECTION 5.01 Indemnity. In addition to all such rights of indemnity and subrogation
as the Grantors may have under applicable law (but subject to Section 5.03), the Borrower agrees
that, in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other
Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the
Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the
fair market value of the assets so sold.










 



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          SECTION 5.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing
Party”) agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Party
shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured
Party, and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified
by the Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming
Party in an amount equal to the greater of the book value or the fair market value of such assets,
in each case multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all
the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or,
in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the
Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing
Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to
the rights of such Claiming Party to the extent of such payment.




          SECTION 5.03 Subordination.





     (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations. No failure on the part of the
Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any
other payments required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Grantor with respect to its obligations hereunder, and
each Grantor shall remain liable for the full amount of the obligations of such Grantor
hereunder.




     (b) Each Grantor hereby agrees that upon the occurrence and during the continuance of
an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it
to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of
the Obligations.



ARTICLE VI




Miscellaneous



          SECTION 6.01 Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the
Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given
to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.




          SECTION 6.02 Waivers; Amendment.










 



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     (a) No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising
any right or power hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Collateral
Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and
then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance
of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at
the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any
other or further notice or demand in similar or other circumstances.




     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan
Party or Loan Parties with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 10.01 of the Credit Agreement.



          SECTION 6.03 Collateral Agent’s Fees and Expenses;.





     (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement
of its expenses incurred hereunder as provided in Section 10.04
of the Credit Agreement. Without
limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees
to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the
Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of,
in connection with, or as a result of, the execution, delivery or performance of this Agreement or
any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or
instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful
misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or
attorney-in-fact of such Indemnitee.









 



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     (c) Any such amounts payable as provided hereunder shall be additional Obligations
secured hereby and by the other Collateral Documents. The provisions of this Section 6.03
shall remain operative and in full force and effect regardless of the termination of this
Agreement or any other Loan Document, the consummation of the transactions contemplated
hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any investigation made by
or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this
Section 6.03 shall be payable within 10 days of written demand therefor.



          SECTION 6.04 Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or
the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.




          SECTION 6.05 Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or on its behalf and
notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended
under the Credit Agreement, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document
is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated.




          SECTION 6.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in counterparts, each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via
electronic mail) shall be as effective as delivery of a manually signed counterpart of this
Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof
executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall
be binding upon such Loan Party and the Collateral Agent and their respective permitted successors
and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other
Secured Parties and their respective successors and assigns, except that no Loan Party shall have
the right to assign or transfer its rights or obligations hereunder or any interest herein or in
the Collateral (and any such assignment or transfer shall be










 



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void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement
shall be construed as a separate agreement with respect to each Loan Party and may be amended,
modified, supplemented, waived or released with respect to any Loan Party without the approval of
any other Loan Party and without affecting the obligations of any other Loan Party hereunder.




          SECTION 6.07 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.




          SECTION 6.08 Right of Set-Off. In addition to any rights and remedies of the
Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default,
each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and
from time to time, without prior notice to the Borrower or any other Loan Party, any such notice
being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its
Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held by, and other
Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its
Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties
and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or
such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the applicable deposit
or Indebtedness. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the
Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as
the case may be; provided, that the failure to give such notice shall not affect the validity of
such setoff and application. The rights of the Administrative Agent, each Lender and each L/C
Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights
of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.




          SECTION 6.09 Governing Law; Jurisdiction; Consent to Service of Process.





     (a) This Agreement shall be construed in accordance with and governed by the law of the
State of New York.




     (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the









 



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State of New York sitting in New York City and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by
law, in such Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against any Grantor or its properties in the courts of any
jurisdiction.




     (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to in paragraph
(b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.




     (d) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 6.01. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.



          SECTION 6.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 6.10.




          SECTION 6.11 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and










 



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are not to affect the construction of, or to be taken into consideration in interpreting, this
Agreement.




          SECTION 6.12 Security Interest Absolute. All rights of the Collateral Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and
all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a)
any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or instrument relating to
any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or any release or
amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing
all or any of the Obligations or (d) subject to the terms of Section 6.13, any other circumstance
that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect
of the Obligations or this Agreement.




          SECTION 6.13 Termination or Release.





     (a) This Agreement, the Security Interest and all other security interests granted
hereby shall terminate with respect to all Obligations (other than (x) obligations under
Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet
due and payable and (z) contingent indemnification obligations not yet accrued and payable)
when all the outstanding Obligations have been indefeasibly paid in full and the Lenders
have no further commitment to lend under the Credit Agreement, the L/C Obligations have been
reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit
under the Credit Agreement.




     (b) A Subsidiary Party shall automatically be released from its obligations hereunder
and the Security Interest in the Collateral of such Subsidiary Party shall be automatically
released (i) upon the consummation of any transaction permitted by the Credit Agreement as a
result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an
Unrestricted Subsidiary; provided that the Required Lenders shall have consented to such
transaction (to the extent required by the Credit Agreement) and the terms of such consent
did not provide otherwise; and provided further that no such release shall occur if such
Subsidiary Party continues to be a guarantor in respect of the Credit Agreement, High Yield
Notes, 2016 Senior Notes or any Junior Financing and (ii) if such Security Interest was
required solely as a result of the application of clause (i) or (j) of the definition of
Collateral and Guarantee Requirement (as defined in the Credit Agreement) and such Security
Interest is no longer required to be provided pursuant to clause (k) of the definition of
Collateral and Guarantee Requirement (as defined in the Credit Agreement).









 



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     (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any
transfer to another Grantor) that is permitted under the Credit Agreement, or upon the
effectiveness of any written consent to the release of the security interest granted hereby
in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest
in such Collateral shall be automatically released.




     (d) Any Subsidiary party shall be automatically released from its obligations under
this Agreement if such Person ceases to be a Restricted Subsidiary as a result of a
transaction or designation permitted under the Credit Agreement or, if such Subsidiary Party
was required to provide a Guaranty solely as a result of the application of clause (i) or
(j) of the definition of Collateral and Guarantee Requirement (as defined in the Credit
Agreement) and is no longer required to provide a Guaranty pursuant to clause (k) of the
definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement).




     (e) In connection with any termination or release pursuant to paragraph (a), (b), (c)
or (d) of this Section 6.13, the Collateral Agent shall execute and deliver to any Grantor,
at such Grantor’s expense, all documents that such Grantor shall reasonably request to
evidence such termination or release. Any execution and delivery of documents pursuant to
this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.



          SECTION 6.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the
Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or
not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this
Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery
by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such
Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as
if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument
shall not require the consent of any other Loan Party hereunder. The rights and obligations of each
Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new
Loan Party as a party to this Agreement.




          SECTION 6.15 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out
the provisions of this Agreement and taking any action and executing any instrument that the
Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time
after and during the continuance of an Event of Default, which appointment is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent
shall have the right, upon the occurrence and during the continuance of an Event of Default and
notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full
power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to
receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money
orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand,










 



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collect, receive payment of, give receipt for and give discharges and releases of all or any
of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to
any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e)
to commence and prosecute any and all suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or
defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify,
or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to
carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent
were the absolute owner of the Collateral for all purposes; provided that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent to make any commitment or to
make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent,
or to present or file any claim or notice, or to take any action with respect to the Collateral or
any part thereof or the moneys due or to become due in respect thereof or any property covered
thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them herein, and neither
they nor their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that
of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.




          SECTION 6.16 General Authority of the Collateral Agent. By acceptance of the
benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a
signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral
Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the
Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for
the enforcement of any provisions of this Agreement and such other Collateral Documents against any
Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any
consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations
with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of
this Agreement or any other Collateral Document against any Grantor, to exercise any remedy
hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as
expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound
by the terms of this Agreement and any other Collateral Documents.










 



 


          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	TRAVELPORT LLC,

as the Borrower

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	TRAVELPORT LIMITED,

as Holdings

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Assistant
Secretary 	 
	 
	 	WALTONVILLE LIMITED,

as Intermediate Parent

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Director 	 
	 
	 	TDS INVESTOR (LUXEMBOURG) S.A.R.L.,

as TDS Intermediate Parent

 	 
	 	By:  	/s/ John Sutherland
 	 
	 	 	Name:  	John Sutherland 	 
	 	 	Title:  	Manager 	 
	 











 



 

	 	 	 	 	 
	 	TRAVELPORT INC.

GALILEO TECHNOLOGIES LLC

GTA NORTH AMERICA, INC.

OWW2, LLC

TRAVEL INDUSTRIES, INC.

TRAVELPORT HOLDINGS, INC.

TRAVELPORT HOLDINGS, LLC

TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.

WORLDSPAN LLC

WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC

WORLDSPAN IJET HOLDINGS, LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC

WORLDSPAN STOREMAKER HOLDINGS, LLC

WORLDSPAN TECHNOLOGIES INC.

WORLDSPAN VIATOR HOLDINGS, LLC

WORLDSPAN XOL LLC

WS FINANCING CORP.

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Secretary 	 
	 
	 	TRAVELPORT, LP



BY: TRAVELPORT HOLDINGS, LLC, as

General Partner

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Secretary
of Travelport Holdings, LLC, as
General Partner 	 
	 













 



 

	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, 

as Collateral Agent

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director Banking Products
Services, US 	 
	 
	 	 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director Banking Products
Services, US 	 
	 













 



 


Schedule I to the

First Lien Security Agreement




SUBSIDIARY PARTIES




	 	 	 	 	 
	Name of Subsidiary Party	 	 	 	 
	Galileo Technologies LLC

	Gta North America, Inc.

	OWW2, LLC

	TDS Investor (Luxembourg) S.a.r.l.

	Travel Industries, Inc.

	Travelport Holdings, Inc.

	Travelport Holdings, LLC

	Travelport Inc.

	Travelport International Services, Inc.

	Travelport Operations, Inc.

	Travelport, LP

	Waltonville Limited

	WORLDSPAN BBN Holdings, LLC

	WORLDSPAN Digital Holdings, LLC

	WORLDSPAN IJET HOLDINGS, LLC

	Worldspan LLC

	WORLDSPAN OPENTABLE HOLDINGS, LLC

	WORLDSPAN S.A. HOLDINGS II, L.L.C.

	WORLDSPAN South American Holdings LLC

	Worldspan StoreMaker Holdings, LLC

	Worldspan Technologies Inc.

	Worldspan Viator Holdings, LLC

	Worldspan XOL LLC

	WS Financing Corp.







Schedule I-1










 



 


Schedule II to the

First Lien Security Agreement




EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	Registered	 	Number and Class	 	Percentage of
	Entity	 	Certificate	 	Owner(s)	 	Equity Interests	 	Equity Interests
	Bastion Surety Limited

	 	 	 	Travelport Inc.
	 	Auth: 900

Issued: 900
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Covia Canada Partnership
Corp.

	 	11 
	 	Travelport Inc.
	 	100 
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Galileo International B.V.

	 	 	 	Travelport Limited
	 	Auth: 900

Issued: 182
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Galileo Technologies LLC

	 	5 
	 	Travelport Inc.
	 	Auth: 1,000

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	GI Worldwide Holdings C.V.

	 	 	 	Galileo
Technologies LLC —
10%, Travelport
Inc. — 90%
	 	N/A
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Gta North America, Inc.

	 	4 
	 	Travelport Inc.
	 	Auth: 3,000

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Gullivers Jersey 1 Limited

	 	3 
	 	Travelport Inc.
	 	Auth: 100,000

Issued: 353
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	OWW2, LLC

	 	6 
	 	TDS Investor
(Luxembourg)
S.a.r.l.
	 	100% 
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	TDS Investor (Luxembourg)
S.a.r.1

	 	 	 	Waltonville Limited
	 	Class A-F Total
Auth: 1,139,184 or
189,864 each Class
A-F Total Issued
1,139,184 or
189,864 each
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travel Industries, Inc.

	 	2 
	 	Travelport Inc.
	 	1,000 
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport (Bermuda) Ltd.

	 	2 
	 	Travelport Limited
	 	12,000 
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport (Cayman) Ltd.

	 	 	 	Travelport Limited
	 	1 
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Argentina S.R.L.

	 	 	 	Travelport, LP —
1%, Worldspan South
American Holdings
LLC — 99%
	 	Auth: 1,000

Issued: 1,000
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Guarantor LLC

	 	 	 	Travelport Limited
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Gulf LLC

	 	 	 	Travelport
International
Services, Inc.;
Worldspan
Technologies, Inc.
	 	Auth: 150,000

Issued: 150,000
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Holdings, Inc.

	 	1 
	 	Travelport LLC
	 	Auth: 1,000

Issued: 100
	 	 	100	%






Schedule II-1










 



 


	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	Registered	 	Number and Class	 	Percentage of
	Entity	 	Certificate	 	Owner(s)	 	Equity Interests	 	Equity Interests
	Travelport Holdings, LLC

	 	 	 	Worldspan
Technologies, Inc.
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Inc.

	 	4 
	 	Travelport LLC
	 	Auth: 1,000

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport International
Services, Inc.

	 	2 
	 	Travelport Inc.
	 	5,000 
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport LLC

	 	4 
	 	TDS Investor
(Luxembourg)
S.a.r.l.
	 	Auth: 1,000

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Mexico S.A. de C.V.

	 	 	 	Travelport, LP;
Outside Counsel
	 	A: 50,000
B:

133,296,938
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Operations, Inc.

	 	4 
	 	Travelport Inc.
	 	Auth: 1,000

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Peru S.R.L.

	 	 	 	Worldspan S.A.
Holdings II LLC;
Worldspan South
American Holdings
LLC
	 	Auth: 2,636,510

Issued: 2,636,510
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport Services Limited

	 	 	 	Travelport, LP
	 	Auth: 1,000

Issued: 2
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Travelport, LP

	 	5 — Travelport 


Holdings, LLC 


6 — Worldspan 


LLC
	 	99.996% —
Travelport
Holdings, LLC,
        .004% — Worldspan
LLC
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Waltonville Limited

	 	2 
	 	Travelport Limited
	 	Auth: 2,100

Issued: 2,100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN BBN Holdings, LLC

	 	 	 	Travelport, LP
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN Digital Holdings,
LLC

	 	 	 	Travelport, LP
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN IJET HOLDINGS, LLC

	 	 	 	Travelport, LP
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Worldspan LLC

	 	2 
	 	Travelport

Holdings, LLC
	 	NA.
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN OPENTABLE HOLDINGS,
LLC

	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN S.A. HOLDINGS II,
L.L.C.

	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Worldspan Services Chile
Limitada

	 	 	 	Worldspan South
American Holdings
LLC; 

Travelport, LP
	 	5,494,000 units
belonging to WASAH

5,500 units
belonging to
Travelport, LP
	 	 	65	%






Schedule II-2










 



 


	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	Registered	 	Number and Class	 	Percentage of
	Entity	 	Certificate	 	Owner(s)	 	Equity Interests	 	Equity Interests
	Worldspan Services Costa 

Rica, SRL

	 	1 
	 	Worldspan South

American Holdings

LLC
	 	10 
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN South American 

Holdings LLC

	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Worldspan StoreMaker 

Holdings, LLC

	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Worldspan Technologies Inc.

	 	1 
	 	Travelport Inc.
	 	100 shares
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Worldspan Viator Holdings,
LLC

	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN XOL LLC

	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	WS Financing Corp.

	 	1 
	 	Travelport, LP
	 	100 
	 	 	100	%






DEBT SECURITIES




	 	 	 	 	 	 	 
	Issuer	 	Principal Amount	 	Date of Note	 	Maturity Date
	Travelport Inc.
	 	$60,000,000
	 	September 10, 2009
	 	March 10, 2020
	 	 	 	 	 	 	 
	Travelport (Bermuda) Ltd.
	 	$2,051,415,455
	 	August 23, 2006
	 	N/A
	 	 	 	 	 	 	 
	Travelport Investor

(Luxembourg) 

Partnership S.E.C.S.
	 	9,479,663€
	 	March 27, 2009
	 	March 31, 2039
	 	 	 	 	 	 	 
	Travelport Inc. (f/k/a B2B 

Newco, Inc.)
	 	$725,211,331
	 	January 29, 2007
	 	7.5 years from August 23, 2006
	 	 	 	 	 	 	 
	Travelport (Luxembourg) S.a.r.l.
	 	$22,493,281
	 	August 23, 2006
	 	N/A
	 	 	 	 	 	 	 
	Travelport Limited
	 	$207,500,000
	 	September 30, 2011
	 	December 1, 2016






Schedule II-3










 



 


Schedule III to the

First Lien Security Agreement




COMMERCIAL TORT CLAIMS



A claim was brought against the Air Transport Association in ICC arbitration proceedings for
unauthorized use of our ticketing data in its “PaxIS” product. The claim is based on breach of
contract and breach of Dutch and European law in respect of database rights, claiming approximately
$19.5 million in lost revenues. This action is brought in ICC Netherlands where the ICC arbitration
tribunal will hear the matter between July 2, 2012 through July 6, 2012.




Schedule III-1










 



 


Schedule IV to

the First Lien Security Agreement




PERMITTED SUBSIDIARY DISPOSITIONS AND LIQUIDATIONS




4 Oceans Limited




Quantitude United Kingdom Limited




Travelport Procurement Limited




GTA (Hong Kong) Online Sales Limited




Worldspan Services Hong Kong Limited




Worldspan Hungary Kft.




Schedule IV-1










 



 


Schedule V to

the First Lien Security Agreement




100% PLEDGED FOREIGN SUBSIDIARIES



Waltonville Limited



TDS Investor (Luxembourg) S.a.r.l.



Galileo International BV



Travelport (Bermuda) Ltd.



Travelport (Cayman) Ltd.




Schedule V-1










 



 


Schedule VI to

the First Lien Security Agreement




DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 	 	 
	Owner	 	Type Of Account	 	Bank	 	Account Number
	Travelport Inc

	 	Demand Deposit Acct
	 	Bank of America
	 	 	4426474711	 
	Travelport LLC

	 	Demand Deposit Acct
	 	Citibank, NY
	 	 	30717635	 





SECURITIES ACCOUNTS



NONE.




Schedule VI-1










 



 


Schedule VII to

the First Lien Security Agreement




DOMESTIC GRANTORS




	 	 	 	 	 
	Name of Domestic Grantor	 	 	 	 
	Galileo Technologies LLC

	Gta North America, Inc.

	OWW2, LLC

	Travel Industries, Inc.

	Travelport Holdings, Inc.

	Travelport Holdings, LLC

	Travelport Inc.

	Travelport International Services, Inc.

	Travelport LLC

	Travelport Operations, Inc.

	Travelport, LP

	WORLDSPAN BBN Holdings, LLC

	WORLDSPAN Digital Holdings, LLC

	WORLDSPAN IJET HOLDINGS, LLC

	Worldspan LLC

	WORLDSPAN OPENTABLE HOLDINGS, LLC

	WORLDSPAN S.A. HOLDINGS II, L.L.C.

	WORLDSPAN South American Holdings LLC

	Worldspan StoreMaker Holdings, LLC

	Worldspan Technologies Inc.

	Worldspan Viator Holdings, LLC

	Worldspan XOL LLC

	WS Financing Corp.







Schedule VII-1










 



 


Exhibit I to the

Security Agreement




          SUPPLEMENT NO.                      dated as of [     ], to the Security Agreement
dated as of August 23, 2006, as amended and restated as of September 30, 2011, among TRAVELPORT
LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.) (“Holdings”), TRAVELPORT LLC (f/k/a TDS INVESTOR
CORPORATION) (the “Borrower”), WALTONVILLE LIMITED (“Intermediate Parent”), the Subsidiaries of
Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as collateral agent pursuant
to the Credit Agreement (as defined below) for the Secured Parties (as defined in the Security
Agreement) (in such capacity, the “Collateral Agent”).




          A. Reference is made to the Fourth Amended and Restated Credit Agreement dated as of August
23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23,
2007, as further amended and restated on October 22, 2010, as further amended and restated as of
September 30, 2011 (the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS
Intermediate Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN
FINANCE LLC, as Swing Line Lender, each lender from time to time party thereto (collectively, the
“Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent,
LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as
Co-Documentation Agents and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead
Arrangers.




          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Security Agreement referred to therein.




          C. The Grantors have entered into the Security Agreement in order to induce the Lenders to
make Loans and the L/C Issuers to issue Letters of Credit. Section 6.14 of the Security Agreement
provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties
under the Security Agreement by execution and delivery of an instrument in the form of this
Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this
Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party
under the Security Agreement in order to induce the Lenders to make additional Loans and the L/C
Issuers to issue additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.




          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:




          SECTION 1. In accordance with Section 6.14 of the Security Agreement, the New Subsidiary by
its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor
under the Security Agreement with the same force and effect as if originally named therein as a
Subsidiary Party and the New Subsidiary hereby (a) agrees to all the




Exhibit I-1










 



 

terms and provisions of the Security Agreement applicable to it as a Subsidiary Party and Grantor
thereunder and (b) represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the
foregoing, the New Subsidiary, as security for the payment and performance in full of the
Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for
the benefit of the Secured Parties, their successors and assigns, a security interest in and lien
on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in
the Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security
Agreement shall be deemed to include the New Subsidiary and each reference to a “Domestic Grantor”
in the Security Agreement shall be deemed to include any New Subsidiary that is a Domestic
Guarantor. The Security Agreement is hereby incorporated herein by reference.




          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer,
preference or similar laws and by general principles of equity.




          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received a counterpart of this Supplement that bears the signature of
the New Subsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an
executed signature page to this Supplement by facsimile transmission or other electronic image
transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a
manually signed counterpart of this Supplement.




          SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I
attached hereto is a true and correct schedule of the location of any and all Collateral of the New
Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the
New Subsidiary, its jurisdiction of formation and the location of its chief executive office.




          SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in
full force and effect.




          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 7. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Security Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such




Exhibit I-2










 



 

provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.




          SECTION 8. All communications and notices hereunder shall be in writing and given as
provided in Section 6.01 of the Security Agreement.




          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent.




Exhibit I-3










 



 


          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Jurisdiction of Formation:

Address of Chief Executive Office:



UBS AG, STAMFORD BRANCH

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit I-4











 



 


     Schedule I


to the Supplement No __ to the


Security Agreement



LOCATION OF COLLATERAL




	 	 	 
	Description	 	Location
	 
	 	 
	 	 	 





EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	Number of	 	Registered	 	Class of	 	Percentage
	Issuer	 	Certificate	 	Owner	 	Equity Interests	 	of Equity Interests
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





DEBT SECURITIES




	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 
	Issuer	 	Amount	 	Date of Note	 	Maturity Date
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





Schedule I-1










 



 


Exhibit II to the

Security Agreement




FORM OF

PERFECTION CERTIFICATE




          Reference is made to the Credit Agreement dated as of August 23, 2006, as amended and restated
on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and
restated on October 22, 2010, as further amended and restated as of September 30, 2011 (the “Credit
Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, UBS AG,
Stamford Branch, as Administrative Agent and an L/C Issuer, UBS Loan Finance LLC, as Swing Line
Lender, each lender from time to time party thereto (collectively, the “Lenders” and individually,
a “Lender”), Credit Suisse Securities (USA) LLC, as Syndication Agent, Lehman Brothers Inc., J.P.
Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents and UBS
Securities LLC and Credit Suisse Securities (USA) LLC, as Co-Lead Arrangers. Capitalized terms used
but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement
or Guaranty referred to therein, as applicable.




          The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of the
Borrower, hereby certify to the Administrative Agent and each other Secured Party as follows:


1. Names. (a) The exact legal name of each Loan Party, as such name appears in its
respective certificate of incorporation or formation, is as follows:



(b) Set forth in Schedule 1 is each other legal name, to our knowledge, each Loan Party has had in
the past five years, together with the date of the relevant change:



(c) Except as set forth in Schedule 1 hereto, to our knowledge, no Loan Party has changed its
identity or corporate structure in any way within the past five years. Changes in identity or
corporate structure would include mergers, consolidations and acquisitions, as well as any change
in the form, nature or jurisdiction of organization. If any such change has occurred, include in
Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or
constituent party to a merger or consolidation to the extent such information is available to the
Borrower.



(d) To our knowledge, Schedule 1 sets forth a list of all other names (including trade names or
similar appellations) used by each Loan Party or any of its divisions or other business units in
connection with the conduct of its business or the ownership of its properties at any time during
the past five years:



(e) Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction
of formation of each Loan Party that is a registered organization:




Exhibit II - 1










 



 

(f) Set forth below is the Federal Taxpayer Identification Number of each Loan Party:




2. Current Locations. (a) The chief executive office of each Loan Party is located at the

address set forth opposite its name below:



(b) The jurisdiction of formation of each Loan Party that is a registered organization is set forth
opposite its name below:



(c) Set forth below opposite the name of each Loan Party are the names and addresses of all Persons
other than such Loan Party that have possession of any Collateral of such Loan Party:



(d) Set forth below is a list of all real property held by each Loan Party, whether owned or
leased, the name of the Loan Party that owns or leases such real property, and the fair market
value of any such owned or leased real property, to the extent an appraisal exists with respect to
any such owned or leased real property, or, in the absence of any such appraisal, the book value of
any such owned real property or the current annual rent with respect to any such leased real
property:



(e) Set forth below opposite the name of each Loan Party are all the locations where such Loan
Party maintains any Collateral and all the places of business where such Loan Party conducts any
business that are not identified above:



3. Unusual Transactions. All Accounts have been originated by the applicable Loan Party and
all Inventory has been acquired by the applicable Loan Party in the ordinary course of business
(other than Accounts acquired in connection with a business acquisition).



4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule setting forth the
proper Uniform Commercial Code filing office in the jurisdiction in which each Loan Party is
located and, to the extent any of the Collateral is comprised of fixtures, in the proper local
jurisdiction, in each case as set forth with respect to such Loan Party in Section 2 hereof.



5. Stock Ownership and other Equity Interests. Attached hereto as Schedule 5 is a true and
correct list of all the issued and outstanding Equity Interests of the Borrower and each Subsidiary
and the record and beneficial owners of such Equity Interests. Also set forth on Schedule 5 is each
Investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the Equity
Interests of the Person in which such Investment was made.



6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all
promissory notes and other evidence of Indebtedness held by Holdings, the Borrower and each other
Loan Party having a principal amount in excess of $5,000,000 that are required to be pledged under
the Security Agreement, including all intercompany notes between Loan Parties.




Exhibit II - 2











 



 



7. Mortgage Filings. Attached hereto as Schedule 7 is a schedule setting forth, with
respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as
such name appears in its certificate of incorporation or other organizational document, (b) if
different from the name identified pursuant to clause (a), the exact name of the current
mortgagor/grantor of such property reflected in the records of the filing office for such property
identified pursuant to the following clause and (c) the filing office in which a Mortgage with
respect to such property must be filed or recorded in order for the Administrative Agent to obtain
a perfected security interest therein.



8. Intellectual Property. (a) Attached hereto as Schedule 8(A) in proper form for filing
with the United States Patent and Trademark Office is a schedule setting forth all of each Loan
Party’s: (i) Patents and Patent Applications, including the name of the registered owner, type, and
registration or application number of each Patent and Patent Application owned by any Loan Party;
and (ii) Trademarks and Trademark Applications, including the name of the registered owner, and the
registration or application number of each Trademark and Trademark application owned by any Loan
Party.



(b) Attached hereto as Schedule 8(B) in proper form for filing with the United States Copyright
Office is a schedule setting forth all of each Loan Party’s Copyrights, including the name of the
registered owner, title, and the registration number of each Copyright owned by any Loan Party.




Exhibit II - 3











 



 



IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first set
above.




	 	 	 	 	 	 	 	 	 

	 	 	TDS INVESTOR CORPORATION,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 






Perfection Certificate










 



 


Schedule 1




	 	 	 	 	 	 	 
	 	 	 	 	Changes in Identity or	 	 
	 	 	 	 	Corporate Structure in Past	 	 
	 	 	 	 	Five Years (including	 	 
	 	 	Each Legal Name	 	Mergers, Consolidations	 	 
	 	 	in Past Five Years	 	and Acquisitions, and any	 	List of all other Names
	 	 	(with date of relevant	 	change in form, nature or	 	(including Trade Names)
	Loan Party	 	change	 	jurisdiction)	 	in Past Five Years
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





Exhibit II - 5










 



 


Schedule 4




	 	 	 
	Loan Parties	 	Filing Location
	 
	 	 
	 
	 	 





Exhibit II - 6










 



 


Schedule 5




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Issued and	 	 
	 	 	Incorporation	 	Outstanding	 	 
	Entity	 	or Formation	 	Equity Interests	 	Owner(s)
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 





	 	 	 
	Investment of 50% or Less	 	Percentage of Ownership
	 
	 	 
	 
	 	 





Exhibit II - 7










 



 


Schedule 6




	 	 	 	 	 	 	 	 	 
	Lender	 	Issuer	 	Principal Amount	 	Date of Note	 	Maturity Date
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





Exhibit II - 8










 



 


Schedule 7




	 	 	 	 	 
	Owner	 	Mortgagor	 	Filing Office
	 
	 	 	 	 
	 
	 	 	 	 





Exhibit II - 9










 



 


Schedule 8(A)(i)




Trademarks and Trademark Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Trademark:	 	Owner Name:	 	App. No.	 	App. Date	 	Reg. No.	 	Reg. Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit II - 10










 



 


Schedule 8(A)(ii)




Patents and Published Pending Patent Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Title	 	Inventor(s)	 	Owner Name:	 	App. No.	 	App. Date	 	Patent No.	 	Issue Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit II - 11










 



 


Schedule 8(B)




Registered Copyrights




	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Copyright	 	Owner Name:	 	Reg. No.	 	Reg. Date
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





Exhibit II - 12





 











 





EXHIBIT K TO THE FOURTH

AMENDMENT AND RESTATEMENT

AGREEMENT




Intercreditor Agreement



See attached.





 











 





INTERCREDITOR AGREEMENT,




Dated as of




September 30, 2011,



among




UBS AG, STAMFORD BRANCH, 
as First
Priority Collateral Agent,




UBS AG, STAMFORD BRANCH, 
as First
Priority Administrative Agent,



WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Second Priority
Collateral Agent,



WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Second Priority
Administrative Agent,



TRAVELPORT LLC, 
as the
Borrower,



TRAVELPORT LIMITED, 
as
Holdings,



WALTONVILLE LIMITED, 
as
Intermediate Parent,




TDS INVESTOR (LUXEMBOURG) S.A.R.L., 
as TDS
Intermediate Parent,



and



 









 





CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN







ii









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Definitions
	 	 	2	 
	1.1 Defined Terms
	 	 	2	 
	1.2 Terms Generally
	 	 	9	 
	Section 2. Lien Priorities
	 	 	10	 
	2.1 Relative Priorities
	 	 	10	 
	2.2 Prohibition on Contesting Liens
	 	 	10	 
	2.3 No New Liens
	 	 	11	 
	2.4 Nature of First Priority Obligations
	 	 	11	 
	Section 3. Enforcement
	 	 	11	 
	3.1 Exercise of Remedies
	 	 	11	 
	3.2 Cooperation
	 	 	15	 
	3.3 Notices of Default
	 	 	15	 
	Section 4. Payments
	 	 	15	 
	4.1 Application of Proceeds
	 	 	15	 
	4.2 Payments Over
	 	 	16	 
	Section 5. Other Agreements
	 	 	16	 
	5.1 Releases
	 	 	16	 
	5.2 Insurance
	 	 	17	 
	5.3 Amendments to Second Priority Documents, etc.
	 	 	18	 
	5.4 Rights as Unsecured Creditors
	 	 	20	 
	5.5 Bailee and Agent for Perfection
	 	 	20	 
	Section 6. Insolvency Proceedings
	 	 	21	 
	6.1 Finance and Sale Issues
	 	 	21	 
	6.2 Adequate Protection
	 	 	22	 
	6.3 No Waiver
	 	 	23	 
	6.4 Reinstatement
	 	 	23	 
	6.5 Post-Petition Interest
	 	 	23	 
	6.6 Separate Grants of Security and Separate Classification
	 	 	23	 
	6.7 Voting for Plan of Reorganization
	 	 	24	 
	6.8 X Clause
	 	 	24	 
	6.9 Determination of Distributions on Account of Lien on Collateral
	 	 	25	 
	6.10 Plan of Reorganization
	 	 	25	 
	6.11 Turnover Provisions
	 	 	25	 
	Section 7. Reliance; Waivers; etc.
	 	 	26	 
	7.1 Reliance
	 	 	26	 
	7.2 No Warranties or Liability
	 	 	26	 
	7.3 No Waiver of Lien Priorities
	 	 	27	 
	7.4 Obligations Unconditional
	 	 	29	 
	Section 8. Miscellaneous
	 	 	29	 
	8.1 Conflicts
	 	 	29	 
	8.2 Continuing Nature of this Agreement
	 	 	29	 






i









 






	 	 	 	 	 
	 	 	Page	 
	8.3 Amendments; Waivers
	 	 	29	 
	8.4 Information Concerning Financial Condition of the Obligors and their
Subsidiaries
	 	 	30	 
	8.5 Certain Successors
	 	 	30	 
	8.6 Application of Payments
	 	 	30	 
	8.7 Marshalling of Assets
	 	 	30	 
	8.8 No Purchase Option in Favor of Second Priority Secured Parties
	 	 	31	 
	8.9 Notices
	 	 	31	 
	8.10 Further Assurances
	 	 	31	 
	8.11 Governing Law
	 	 	31	 
	8.12 Binding on Successors and Assigns; No Third Party Beneficiaries
	 	 	32	 
	8.13 Specific Performance
	 	 	32	 
	8.14 Section Titles; Time Periods
	 	 	32	 
	8.15 Counterparts
	 	 	32	 
	8.16 Authorization
	 	 	32	 
	8.17 Effectiveness
	 	 	32	 
	8.18 Provisions Solely to Define Relative Rights
	 	 	33	 
	8.19 Exclusive Means of Exercising Rights under this Agreement
	 	 	33	 
	8.20 Right of First Priority Collateral Agent to Continue
	 	 	34	 
	8.21 Interpretation
	 	 	34	 
	8.22 Forum Selection and Consent to Jurisdiction
	 	 	34	 
	8.23 WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	34	 
	8.24 Bond Conversion Offer
	 	 	35	 
	8.25 No Contest
	 	 	35	 






ii









 






INTERCREDITOR AGREEMENT




     This INTERCREDITOR AGREEMENT, dated as of September 30, 2011, is among UBS AG, STAMFORD
BRANCH, as collateral agent for the First Priority Secured Parties under the First Priority
Documents referenced below (in such capacity, the “First Priority Collateral Agent”), UBS
AG, STAMFORD BRANCH, as administrative agent under the First Priority Documents referenced below
(in such capacity, the “First Priority Administrative Agent”), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as collateral agent for the Second Priority Secured Parties under the Second Priority
Documents referenced below (in such capacity, the “Second Priority Collateral Agent”),
WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent under the Second Priority Documents
referenced below (in such capacity, the “Second Priority Administrative Agent”), TRAVELPORT
LIMITED, a Bermuda company (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the
“Borrower”), and the other undersigned Obligors (as hereinafter defined).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the
First Priority Administrative Agent (as hereinafter defined), the First Priority Collateral Agent,
Holdings and the other “Guarantors” specified therein previously entered into a Fourth Amended and
Restated Credit Agreement, dated as of August 23, 2006, as amended and restated as of September 30,
2011 (as further amended, supplemented, amended and restated or otherwise modified from time to
time, the “First Priority Credit Agreement”);



     WHEREAS, the Obligors have granted to the First Priority Collateral Agent, for the benefit of
the First Priority Secured Parties, security interests in the Collateral (as hereinafter defined)
as security for payment and performance of the First Priority Claims (as hereinafter defined);



     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the
Second Priority Administrative Agent (as hereinafter defined), the Second Priority Collateral
Agent, Holdings and the other “Guarantors” specified therein are entering into a Second Lien Credit
Agreement, dated as of September 30, 2011 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the “Second Priority Credit Agreement”); and



     WHEREAS, the Obligors will grant to the Second Priority Collateral Agent, for the benefit of
the Second Priority Secured Parties, security interests in the Collateral as security for payment
and performance of the Second Priority Claims (as hereinafter defined).



 









 





     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein
set forth and for other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, and in reliance upon the representations, warranties and covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as follows:



     Section 1. Definitions.



     1.1 Defined Terms. As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and the plural forms of the
terms indicated):



     “Agreement” means this Intercreditor Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms hereof.



     “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. 101 et seq.).



     “Borrower”
is defined in the preamble.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, NY
or the state where any of the First Priority Collateral Agent’s, the Second Priority Collateral
Agent’s, the First Priority Administrative Agent’s or the Second Priority Administrative Agent’s
office for notices pursuant to Section 8.9 is located.



     “Collateral” means any property, real, personal or mixed, of any Obligor in which the
First Priority Collateral Agent, any First Priority Secured Party, the Second Priority Collateral
Agent or any Second Priority Secured Party has a security interest pursuant to any First Priority
Collateral Document or Second Priority Collateral Document, as the case may be; provided
that “Collateral” shall not include, for all purposes under this Agreement, the Tranche S
Collateral Account (as defined in the First Priority Credit Agreement).



     “Collateral Documents” means the First Priority Collateral Documents and the Second
Priority Collateral Documents (and including, for sake of clarity, this Agreement).



     “Comparable Collateral Document” means, in relation to any Collateral subject to any
Lien created under any First Priority Collateral Document, the Second Priority Collateral Document
that creates a Lien in the same Collateral, granted by the same Obligor, as applicable.



2









 





     “Conforming Plan of Reorganization” means any Plan of Reorganization whose
provisions are consistent with the provisions of this Agreement.



     “Consummation Date” means “Consummation Date” as defined in the Second Priority Credit
Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to
the extent permitted by this Agreement.



     “DIP Financing” is defined in Section 6.1.



     “Discharge of First Priority Claims” means, except to the extent otherwise provided in
Section 6.4 (a) payment in full in cash of (i) the principal of and interest (including
interest accruing on or after the commencement of any Insolvency Proceeding whether or not such
interest would be allowed in such Insolvency Proceeding) and premium, if any, on all Indebtedness
outstanding under the First Priority Documents and, with respect to letters of credit outstanding
thereunder, if any, termination thereof or delivery of cash collateral or backstop letters of
credit in respect thereof and for the full amount thereof (or such greater amount as may be
required under the First Priority Documents) in compliance with such First Priority Documents, in
each case after or concurrently with termination of all commitments to extend credit thereunder and
(ii) any other First Priority Claims that are due and payable or otherwise accrued and owing at or
prior to the time such principal and interest are paid, in each case other than obligations that
constitute Unasserted Contingent Obligations at the time such principal and interest is paid; and
(b) delivery by the First Priority Administrative Agent to the First Priority Collateral Agent
(with copies to the Second Priority Administrative Agent and Second Priority Collateral Agent) of a
written notice that the Discharge of First Priority Claims has occurred.



     “Discharge of Second Priority Claims” means, except to the extent otherwise provided
in Section 6.4 or except to the extent the relevant Indebtedness described below is
excluded from the definition of Second Priority Claims, (a) payment in full in cash of (i) the
principal of and interest (including interest accruing on or after the commencement of any
Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding)
and premium, if any, on all Indebtedness outstanding under the Second Priority Documents, after or
concurrently with termination of all commitments to extend credit thereunder and (ii) any other
Second Priority Claims that are due and payable or otherwise accrued and owing at or prior to the
time such principal and interest are paid, in each case other than obligations that constitute
Unasserted Contingent Obligations at the time such principal and interest is paid; and (b) delivery
by the Second Priority Administrative Agent to the Second Priority Collateral Agent of a written
notice that the Discharge of Second Priority Claims has occurred.



     “First Lien Deficiency Claim” shall mean that portion, if any, of the First Priority
Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such
determination to be made based upon the value of all of the Collateral securing the First Priority
Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the
Insolvency Proceeding.



3









 





     “First Priority Administrative Agent” shall include, in addition to the First Priority
Administrative Agent defined in the preamble, any successor thereto appointed by the requisite
First Priority Secured Parties exercising substantially the same rights and powers.



     “First Priority Claims” means (a) all First Priority Credit Agreement Obligations and
(b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any
First Priority Document. First Priority Claims shall include all interest accrued or accruing (or
which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of
an Insolvency Proceeding in accordance with and at the rate specified in the relevant First
Priority Document whether or not the claim for such interest is allowed as a claim in such
Insolvency Proceeding. For the avoidance of any doubt, First Priority Claims shall include the
fees, expenses, disbursements and indemnities of the First Priority Collateral Agent. To the extent
any payment with respect to the First Priority Claims (whether by or on behalf of any Obligor, as
proceeds of security, enforcement of any right of set-off or otherwise) is declared to be
fraudulent or preferential in any respect, set aside or required to be paid to a debtor in
possession, trustee, receiver or similar Person, then the obligation or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had
not occurred. Notwithstanding the foregoing, the Second Priority Claims will not constitute First
Priority Claims even if any proceeds thereof are used to repay any First Priority Claims.



     “First Priority Collateral Agent” shall include, in addition to the First Priority
Collateral Agent defined in the preamble, any successor thereto appointed by the requisite First
Priority Secured Parties exercising substantially the same rights and powers.



     “First Priority Collateral Documents” mean collectively, the First Priority Security
Agreement, any other “Collateral Document” (as defined in the First Priority Credit Agreement) and
any other agreement, document or instrument pursuant to which a Lien is granted to secure (or
perfect, preserve or maintain the security of) any First Priority Claim or under which rights or
remedies with respect to such Liens are governed.



     “First Priority Credit Agreement” is defined in the first recital;
provided that the term “First Priority Credit Agreement” shall (a) also include any
renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the
original lenders or with an administrative agent or agents or other lenders, whether provided under
the original First Priority Credit Agreement or any other credit or other agreement or indenture
and whether entered into concurrently with or subsequent to the termination of the prior First
Priority Agreement), and (b) exclude the Second Priority Documents.



     “First Priority Credit Agreement Obligations” means all “Obligations” as defined in
the First Priority Credit Agreement and all other Obligations under the First Priority Documents.



4









 





     “First Priority Documents” means the First Priority Credit Agreement, the First
Priority Collateral Documents, the other “Loan Documents” (as defined in the First Priority Credit
Agreement), and each of the other agreements, documents and instruments providing for or evidencing
any First Priority Claims, and any other related document or instrument executed or delivered
pursuant to any of the foregoing at any time or otherwise evidencing any First Priority Claims
thereunder, as any such document or instrument may be amended, supplemented, amended and restated
or otherwise modified from time to time.



     “First Priority Liens” means all Liens that secure the First Priority Claims.



     “First Priority Secured Parties” means the “Secured Parties” as defined in the
First Priority Credit Agreement.



     “First Priority Security Agreement” means the Security Agreement, dated as of August
23, 2006, among Holdings, the Borrower, certain of their affiliates and the First Priority
Collateral Agent, as the same may be amended, supplemented, amended and restated or otherwise
modified from time to time.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.



     “Holdings” is defined in the preamble.



     “Indebtedness” means “Indebtedness” as defined in the First Priority Credit Agreement
as in effect on the date hereof or as amended or otherwise modified from time to time to the extent
permitted by this Agreement.



     “Insolvency Proceeding” means (a) any voluntary or involuntary case or proceeding
under the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary or
involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding with respect to any Obligor as a
debtor or with respect to any substantial part of their respective assets, (c) any liquidation,
dissolution, reorganization or winding up of any Obligor, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of any Obligor.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement of any kind or nature whatsoever (including any conditional sale or



5









 




other title retention agreement, any easement, right of way or other encumbrance on title to real
property).




     “Net Cash Proceeds” means “Net Cash Proceeds” as defined in the First Priority Credit
Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to
the extent permitted by this Agreement.



     “Non-Conforming Plan of Reorganization” any Plan of Reorganization whose provisions
are inconsistent with or in contravention of the provisions of this Agreement, including any plan
of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise)
or otherwise disregard, in whole or part, the provisions of Section 2 (including the Lien
priorities of Section 2.1), the provisions of Section 4 or the provisions of
Section 6.



     “Obligations” means any and all obligations with respect to the payment of (a) any
principal of or interest (including interest accruing on or after the commencement of any
Insolvency Proceeding, whether or not a claim for post-filing interest is allowed in such
proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of
any letter of credit, (b) any fees, indemnification obligations, damages, expense reimbursement
obligations (including, without limitation, reasonable and documented attorneys’ fees and expenses)
or other liabilities payable under the documentation governing any Indebtedness and (c) any
obligation to post cash collateral in respect of letters of credit and any other obligations.



     “Obligors” means Holdings, the Borrower and each of their Subsidiaries that is
obligated under any First Priority Document or Second Priority Document.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan of Reorganization” means any plan of reorganization, plan of liquidation,
agreement for composition, or other type of plan of arrangement proposed in or in connection with
any Insolvency Proceeding.



     “Recovery” is defined in Section 6.4.



     “Relevant Directing Party” means the following Person(s) who are entitled to provide
instructions or directions with respect to the Collateral: (a) until the Discharge of First
Priority Claims has occurred, the First Priority Collateral Agent and (b) following the Discharge
of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second
Priority Collateral Agent.



6









 





     “Second Lien Deficiency Claim” shall mean that portion, if any, of the Second Priority
Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such
determination to be made based upon the value of all of the Collateral securing the Second Priority
Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the
Insolvency Proceeding.



     “Second Priority Administrative Agent” shall include, in addition to the Second
Priority Administrative Agent defined in the preamble, any successor thereto appointed by
the requisite Second Priority Secured Parties exercising substantially the same rights and powers,
including, without limitation, the trustee under the “Indenture” (as defined in the Second Priority
Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to
time to the extent permitted by this Agreement).



     “Second Priority Claims” means (a) all Second Priority Credit Agreement Obligations
and (b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any
Second Priority Document. Second Priority Claims shall include all interest accrued or accruing (or
which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of
an Insolvency Proceeding in accordance with and at the rate specified in the relevant Second
Priority Document whether or not the claim for such interest is allowed as a claim in such
Insolvency Proceeding. For the avoidance of any doubt, Second Priority Claims shall include the
fees, expenses, disbursements and indemnities of the Second Priority Collateral Agent. To the
extent any payment with respect to the Second Priority Claims (whether by or on behalf of any
Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to
be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in
possession, trustee, receiver or similar Person, then the obligation or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had
not occurred.



     “Second Priority Collateral Agent” shall include, in addition to the Second
Priority Collateral Agent defined in the preamble, any successor thereto appointed by the
requisite Second Priority Secured Parties exercising substantially the same rights and powers.



     “Second Priority Collateral Documents” mean collectively, the Second Priority Security
Agreement, any other “Collateral Document” (as defined in the Second Priority Credit Agreement) and
any other agreement, document or instrument pursuant to which a Lien is granted to secure (or
perfect, preserve or maintain the security of) any Second Priority Claim or under which rights or
remedies with respect to such Liens are governed.



     “Second Priority Credit Agreement” is defined in the third recital;
provided that the term “Second Priority Credit Agreement” shall (a) also include
any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with
the original lenders or with an administrative agent or agents or other lenders, whether provided
under the original Second Priority Credit Agreement or any other credit or other agreement or
indenture and whether



7









 




entered into concurrently with or subsequent to the termination of the prior Second Priority
Agreement, and including, without limitation, the “Indenture” and the “Conversion Bonds” (each such
term as defined in the Second Priority Credit Agreement as in effect on the date hereof or as
amended or otherwise modified from time to time to the extent permitted by this Agreement) governed
thereby), and (b) exclude the First Priority Documents.




     “Second Priority Credit Agreement Obligations” means all “Obligations” as defined in
the Second Priority Credit Agreement and all other Obligations under the Second Priority Documents.



     “Second Priority Documents” means the Second Priority Credit Agreement, the Second
Priority Collateral Documents, the other “Loan Documents” (as defined in the Second Priority Credit
Agreement), and each of the other agreements, documents and instruments providing for or evidencing
any Second Priority Claims, and any other related document or instrument executed or delivered
pursuant to any of the foregoing at any time or otherwise evidencing any Second Priority Claims
thereunder, as any such document or instrument may be amended, supplemented, amended and restated
or otherwise modified from time to time.



     “Second Priority Liens” means all Liens that secure the Second Priority Claims.



     “Second Priority Secured Parties” means the “Secured Parties” as defined in the Second
Priority Credit Agreement.



     “Second Priority Security Agreement” means the Second Lien Security Agreement, dated
as of September 30, 2011 among Holdings, the Borrower, certain of their affiliates and the Second
Priority Collateral Agent, as the same may be amended, supplemented, amended and restated, replaced
or otherwise modified from time to time.



     “Secured Parties” means collectively, the First Priority Secured Parties and the
Second Priority Secured Parties.



     “Senior Note Documents” means the (i) Indenture, dated as of August 23, 2006, by and
among Travelport LLC, the guarantors listed herein and the Bank of Nova Scotia Trust Company of New
York, as amended by Supplemental Indenture No. 1, dated as of January 11, 2007, between Warpspeed
Sub Inc. and The Bank of Nova Scotia Trust Company of New York and Supplemental Indenture No. 2,
dated as of March 13, 2007, among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport
Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company
of New York and (ii) Indenture, dated as of August 18, 2010, by and among Travelport Limited,
Travelport LLC, Travelport Inc., the guarantors named therein, and The Bank of Nova Scotia Trust
Company of New York.



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     “Senior Note Obligations” means, in connection with any Insolvency Proceeding, the
unpaid principal amount, plus any accrued but unpaid interest thereon, of any of the Senior Dollar
Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014, 97/8% Senior Dollar Fixed
Rate Notes due 2014 and 9% Senior Notes Due 2016 issued under the applicable Senior Note Document
as in effect on the date hereof.



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer
to a Subsidiary or Subsidiaries of Holdings.



     “Unasserted Contingent Obligations” shall mean, at any time, Obligations for taxes,
costs, indemnifications, reimbursements, damages and other liabilities (except for (a) the
principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (b)
contingent reimbursement obligations in respect of amounts that may be drawn under letters of
credit) in respect of which no claim or demand for payment has been made (or, in the case of
Obligations for indemnification, no notice for indemnification has been issued by the indemnitee)
at such time.



     “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any
similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.



     “Use of Cash Collateral” is defined in Section 6.1.



     1.2 Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context
requires otherwise (a) any definition of or reference to any agreement, document or other writing
herein shall be construed as referring to such agreement, document or other writing as from time to
time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns to the extent that such successors and
assigns are permitted pursuant to the applicable agreement, (c) the words “herein,” “hereof” and
“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein to Exhibits or
Sections shall be construed to refer to Exhibits or Sections of this Agreement, (e) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash, securities, accounts and
general intangibles, (f) terms defined in the UCC but not



9









 




otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC,
(g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in
whole or in part, and in effect on the date hereof, including rules, regulations, enforcement
procedures and any interpretation promulgated thereunder and (h) underscored references to Sections
or clauses shall refer to those portions of this Agreement, and any underscored references to a
clause shall, unless otherwise identified, refer to the appropriate clause within the same Section
in which such reference occurs.




     Section 2. Lien Priorities.



     2.1 Relative Priorities. Irrespective of the date, time, method, manner or order of
grant, attachment or perfection of any Lien granted to the First Priority Collateral Agent, the
Second Priority Collateral Agent, any First Priority Secured Party, any Second Priority Secured
Party or any other Person on the Collateral (including, in each case, irrespective of whether any
such Lien is granted, or secures obligations relating to the period, before or after the
commencement of any Insolvency Proceeding) and notwithstanding (i) any provision of the UCC or any
other applicable law or the Second Priority Documents, or any defect or deficiency in, or failure
to attach or perfect any aspect or portion of any First Priority Lien, to the contrary, (ii) the
fact that any First Priority Lien may have been subordinated, voided, avoided, set aside,
invalidated or lapsed or (iii) any other circumstance whatsoever, including a circumstance that
might be a defense available to, or a discharge of, a Grantor in respect of a First Priority Claim
or a Second Priority Claim or any holder of such claims, each of the Second Priority Collateral
Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second
Priority Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing any First
Priority Claim now or hereafter held by the First Priority Secured Parties shall be senior in
priority in all respects to any Lien on the Collateral securing the Second Priority Claims; and (B)
any Lien on the Collateral now or hereafter securing any Second Priority Claim regardless of how or
when acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be
junior and subordinate in priority in all respects to all Liens on the Collateral securing the
First Priority Claims. All Liens on the Collateral securing the First Priority Claims shall be and
remain first in priority in all respects to all Liens on the Collateral securing the Second
Priority Claims for all purposes, whether or not such First Priority Liens are subordinated to any
Lien securing any other obligation of any Obligor.



     2.2 Prohibition on Contesting Liens. Each of the First Priority Collateral Agent and
the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured
Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative
Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not
(and hereby waives any right to) contest or support, directly or indirectly, any other Person in
contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity,
perfection or enforceability of (a) the First Priority Claims or any Lien held by the First
Priority Secured Parties in the Collateral securing the First Priority Claims or (b) the Second
Priority Claims or any Liens by the Second Priority Secured Parties in the Collateral securing the
Second Priority Claims, as the case may be.



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     2.3 No New Liens. So long as the Discharge of First Priority Claims has not occurred,
the parties hereto agree that no Obligor shall (a) grant or permit any Lien on any asset or
property to secure any Second Priority Claim unless it has granted Liens on such asset or property
to secure the First Priority Claims; or (b) grant or permit any additional Lien on any asset to
secure any First Priority Claim unless it has granted a Lien on such asset to secure the Second
Priority Claims; provided that no Liens on the Tranche S Collateral Account (as defined in
the First Priority Credit Agreement) to secure any Second Priority Claim shall be required or
permitted hereunder. To the extent that the foregoing provisions are not complied with for any
reason, without limiting any other rights and remedies available to the First Priority Collateral
Agent, the First Priority Administrative Agent and/or the First Priority Secured Parties, each of
the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that any amount received by or
distributed to any of them pursuant to or as a result of Liens granted in contravention of this
Section 2.3 shall be subject to Section 4.2.



     2.4 Nature of First Priority Obligations. Each of the Second Priority Collateral Agent
and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority
Secured Parties, acknowledges that a portion of the First Priority Claims are revolving in nature
and that the amount thereof that may be outstanding at any time or from time to time may be
increased or reduced and subsequently reborrowed without affecting the lien subordination or other
provisions of this Agreement.



     Section 3. Enforcement.



     3.1 Exercise of Remedies.



     (a) (i) So long as the Discharge of First Priority Claims has not occurred, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, none of the Second Priority
Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured
Party will (and each such Person hereby waives any right to) (A) exercise or seek to exercise any
rights or remedies (including the exercise of any right of setoff or any right under any lockbox
agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or
arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent
or any such Second Priority Secured Party is a party and including the exercise of any right to
direct or provide direction or orders with respect to the Collateral or to any account bank,
securities intermediary or any other custodian as to the disposition of the asset or property on
deposit in, carried in or otherwise credited to any deposit accounts or securities accounts) with
respect to any Collateral, (B) institute any action or proceeding with respect to such rights or
remedies, including any action of foreclosure, any exercise of any right under any control
agreement in respect of a deposit account, securities account, security entitlement or other
investment property constituting Collateral (including, without limitation, any right to direct or
provide direction or orders with respect to the Collateral or to any account bank, securities
intermediary or other custodian as to the disposition of the asset or property on deposit in,
carried in or otherwise credited to any deposit accounts or securities accounts), or any bailee’s
letter or similar agreement or arrangement to which the



11









 




Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party is a party, (C) exercise any other rights or remedies relating to the
Collateral under the Second Priority Documents or otherwise, (D) contest, protest or object to any
foreclosure proceeding or other action brought by the First Priority Collateral Agent, the First
Priority Administrative Agent or any other First Priority Secured Party or (E) object to the
forbearance by the First Priority Collateral Agent, the First Priority Administrative Agent or any
First Priority Secured Party from bringing or pursuing any foreclosure proceeding or action or any
other exercise of any right or remedy relating to the Collateral; and (ii) so long as the Discharge
of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been
commenced by or against any Obligor, the First Priority Collateral Agent, the First Priority
Administrative Agent and the other First Priority Secured Parties shall have the exclusive right to
enforce rights, exercise remedies (including the exercise of any right of setoff, any right to
credit bid or any right under any lockbox agreement, account control agreement, landlord waiver or
bailee’s letter or similar agreement or arrangement to which the Second Priority Collateral Agent
or any other Second Priority Secured Party is a party and including the exercise of any right to
direct or provide direction or orders with respect to the Collateral or to any account bank,
securities intermediary or any other custodian as to the disposition of the asset or property on
deposit in, carried in or otherwise credited to any deposit accounts or securities accounts),
refrain from enforcing or exercising remedies, make determinations in connection with any
enforcement of rights and remedies regarding release or disposition of, or restrictions with
respect to, the Collateral, and otherwise enforce the rights and remedies of a secured creditor
under the UCC and the bankruptcy laws of any applicable jurisdiction without the consent of or any
consultation with the Second Priority Administrative Agent, the Second Priority Collateral Agent or
any other Second Priority Secured Party; provided that with respect to clauses (i)
and (ii) above, (1) in any Insolvency Proceeding commenced by or against any Obligor, any
Second Priority Secured Party may file a claim or statement of interest with respect to the Second
Priority Claims, (2) the Second Priority Collateral Agent may take any action not adverse to the
Liens on the Collateral securing the First Priority Claims or the rights of the First Priority
Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party
to exercise remedies in respect thereof in order to establish, preserve, or perfect its rights in
the Collateral, (3) any Second Priority Secured Party shall be entitled to (u) file any necessary
responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other
pleading made by any Person objecting to or otherwise seeking the disallowance of the Second
Priority Claims, including any claim secured by the Collateral, if any, in each case in accordance
with the terms of this Agreement, (v) file any pleadings, objections, motions or agreements which
assert rights or interests available to unsecured creditors of the Obligors arising under the
Bankruptcy Code (including exercising the right, if any, to file an involuntary petition against
any Obligor), any similar law or any applicable non-bankruptcy law, in each case to the extent not
inconsistent with the other terms of this Agreement (it being understood that no Second Priority
Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or
otherwise) that they would not be entitled to assert hereunder as a secured creditor, and,
specifically, that no Second Priority Secured Party shall be entitled to assert any right or
interest of an unsecured creditor (or otherwise), of any kind or nature, in respect of any Use of
Cash Collateral, DIP Financing or sale of any assets of an Obligor, in each case to which holders
of a majority of First Priority Claims have consented), (w) exercise any rights and remedies as an
unsecured creditor against the Borrower or any other Obligor in







12









 







accordance with the Second Priority Documents and applicable law, in each case to the extent not
inconsistent with the other terms of this Agreement (it being understood that no Second Priority
Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or
otherwise) that they would not be entitled to assert hereunder as a secured creditor) and excluding
the filing of pleadings, objections, motions or agreements covered by the preceding clause (v) ,
(x) bid (but only for cash, and not by way of credit bid or otherwise) for or purchase (but only
for cash, and not by way of credit bid or otherwise) Collateral at any private or judicial
foreclosure upon such Collateral initiated by any secured party in respect thereof, (y) file any
notice of or vote any claim in any Insolvency Proceeding of any Obligor but solely in accordance
with Section 6.7 of this Agreement and (z) file any proof of claim and other filings,
appear and be heard on any matter in connection therewith and make any arguments and motions that
are, in each case, not inconsistent with the other terms of this Agreement, with respect to the
Second Priority Claims and the Collateral (it being understood that no Second Priority Secured
Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise)
that they would not be entitled to assert hereunder as a secured creditor) and excluding the filing
of pleadings, objections, motions or agreements covered by the preceding clause (v), and (4)
nothing herein shall be construed to limit or impair in any way the right of any Second Priority
Secured Party to receive any remaining Collateral and proceeds of Collateral after the Discharge of
First Priority Claims has occurred. In exercising rights and remedies with respect to the
Collateral, the First Priority Collateral Agent, the First Priority Administrative Agent or any
other First Priority Secured Party may enforce the provisions of the First Priority Documents and
exercise remedies thereunder, all in such order and in such manner as they may determine in the
exercise of their sole discretion except that, following the Discharge of First Priority Claims and
until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent,
the Second Priority Administrative Agent or the other Second Priority Secured Parties may enforce
the provisions of the Second Priority Documents and exercise remedies thereunder, all in such order
and in such manner as they may determine in the exercise of their sole discretion. Such exercise
and enforcement shall include the rights of an agent appointed by the First Priority Collateral
Agent, the First Priority Administrative Agent and the other First Priority Secured Parties (or,
following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims
has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent and
the other Second Priority Secured Parties) to sell or otherwise dispose of Collateral upon
foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the
rights and remedies of a secured party under the UCC of any applicable jurisdiction and of a
secured creditor under bankruptcy or similar laws of any applicable jurisdiction.




     (b) (i) Until the Discharge of First Priority Claims has occurred, each of the Second Priority
Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other
Second Priority Secured Parties, agrees that it will not, in connection with the exercise of any
right or remedy (including the exercise of any right of setoff or any right under any lockbox
agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or
arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent
or any other Second Priority Secured Party is a party) with respect to any Collateral (but instead
shall be deemed to have hereby irrevocably, absolutely, and



13









 




unconditionally waived until after the Discharge of First Priority Claims any right to) take or
receive any Collateral or any proceeds of Collateral.




     (ii) Without limiting the generality of the foregoing clause (i), unless and
until the Discharge of First Priority Claims has occurred, except as expressly provided in the
proviso in clause (a) of Section 3.1, the sole right of the Second Priority
Administrative Agent, the Second Priority Collateral Agent and the other Second Priority
Secured Parties as secured parties with respect to the Collateral is to hold a perfected Lien
on the Collateral pursuant to the Second Priority Documents for the period and to the extent
granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of
First Priority Claims has occurred.



     (c) Each of the Obligors agrees that it will not, and will not permit any of its Subsidiaries
to, in connection with the exercise of any right or remedy with respect to any Collateral by the
Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party, transfer, deliver or pay, as applicable, to the Second Priority
Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured
Party, any Collateral or any proceeds of Collateral unless and until the Discharge of First
Priority Claims has occurred.



     (d) (i) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees
that the Second Priority Secured Parties will not (and instead shall be deemed to have hereby
irrevocably, absolutely, and unconditionally waived any right to) take any action (other than as
provided in Section 3.1(a)) that would hinder or cause to delay any exercise of remedies
undertaken by the First Priority Collateral Agent, the First Priority Administrative Agent or any
other First Priority Secured Party under the First Priority Documents as secured parties in respect
of any Collateral, including any sale, lease, exchange, transfer or other disposition of the
Collateral, whether by foreclosure or otherwise.



     (ii) Each of the Second Priority Collateral Agent and the Second Priority Administrative
Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably,
absolutely and unconditionally waives any and all rights it or the Second Priority Secured
Parties may have as a junior lien creditor or otherwise (whether arising under the UCC or any
other law) to object to the manner (including by judicial foreclosure, non-judicial
foreclosure, strict foreclosure or otherwise) in which the First Priority Collateral Agent,
the First Priority Administrative Agent or the other holders of First Priority Claims seek to
enforce the Liens granted in any of the Collateral except that there shall be no waiver of the
obligation, if any, of the First Priority Collateral Agent or the First Priority
Administrative Agent to dispose of the Collateral in a “commercially reasonable” manner within
the meaning of any applicable UCC.



14









 





     (e) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby
acknowledges and agrees that no covenant, agreement or restriction contained in the Second Priority
Collateral Documents or any other Second Priority Document (other than this Agreement) is intended
to restrict in any way the rights and remedies of the First Priority Collateral Agent, the First
Priority Administrative Agent or the First Priority Secured Parties with respect to the Collateral
as set forth in this Agreement and the First Priority Documents.



     3.2 Cooperation. Subject to the proviso in Section 3.1(a), each of the Second
Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the
other Second Priority Secured Parties, agrees that, unless and until the Discharge of First
Priority Claims has occurred, it will not, and shall be deemed to have waived any right to,
commence, or join with any Person in commencing any enforcement, collection, execution, levy or
foreclosure action or proceeding with respect to any Lien held by it under any Second Priority
Document.



     3.3 Notices of Default. Each of the First Priority Collateral Agent, the Second
Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority
Administrative Agent will provide such information as it may have to the others as the others may
from time to time reasonably request concerning the status of the exercise of any enforcement
action against the Collateral, and each of the First Priority Collateral Agent, the Second Priority
Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative
Agent shall be available on a reasonable basis during normal business hours to review with each
other alternatives available in exercising such rights; provided that the failure of any of
them to do any of the foregoing shall not affect the relative priorities of the First Priority
Liens or the Second Priority Liens as provided herein or the validity or effectiveness of any
notice or demand as against any Obligor. The Obligors hereby consent and agree to each of the First
Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative
Agent and the Second Priority Administrative Agent providing any such information to the other and
to such actions by any of them and waives any right or claim against any of them arising as a
result of such information or actions.



     Section 4. Payments.



     4.1 Application of Proceeds.



     (a) As long as the Discharge of First Priority Claims has not occurred, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral
received in connection with the sale or other disposition of, or collection on, such Collateral
upon the exercise of remedies, shall, after payment of all outstanding fees, expenses (including
reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority
Collateral Agent, be delivered by the First Priority Collateral Agent to the First Priority
Administrative Agent for application against the First Priority Claims in such order as the First
Priority Administrative Agent may determine in its sole discretion and in accordance with the First
Priority Documents until the Discharge of First Priority Claims has occurred. Upon the Discharge of
First Priority Claims, (i) the First Priority Administrative Agent shall promptly



15









 




deliver to the First Priority Collateral Agent (with copies to the Second Priority Collateral Agent
and the Second Priority Administrative Agent) a written notice stating that the Discharge of First
Priority Claims has occurred and (ii) promptly following receipt of such notice in clause
(i), the First Priority Collateral Agent or First Priority Administrative Agent, as applicable,
shall deliver at the joint and several cost of the Obligors, to the Second Priority Collateral
Agent for distribution to the Second Priority Administrative Agent for the benefit of the Second
Priority Secured Parties any proceeds of Collateral held by it in the same form as received, with
any necessary endorsement or as a court of competent jurisdiction may otherwise direct.




     (b) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by or
against any Obligor, the cash proceeds of Collateral received in connection with the sale or other
disposition of, or collection on, such Collateral upon the exercise of remedies, shall, after
payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel),
disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second
Priority Collateral Agent to the Second Priority Administrative Agent for application against the
Second Priority Claims in such order as is specified in the Second Priority Documents until the
Discharge of Second Priority Claims has occurred.



     4.2 Payments Over. Except as expressly provided in Section 6.8, so long as the
Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has
been commenced by or against any Obligor, any Collateral or proceeds thereof (including assets or
proceeds subject to Liens referred to in the final sentence of Section 2.3(a)) received by
the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party in connection with the exercise of any right or remedy (including set-off)
relating to the Collateral in contravention of this Agreement or any distribution received on
account of or by virtue of any Lien on the Collateral in any Insolvency Proceeding (including any
distribution on account of or otherwise by virtue of any Lien on the Collateral under any Plan of
Reorganization) shall, be segregated and held in trust and forthwith paid over to the First
Priority Collateral Agent for the benefit of the First Priority Secured Parties in the same form as
received, with any necessary endorsement, or as a court of competent jurisdiction may otherwise
direct. The First Priority Collateral Agent is hereby authorized to make any such endorsement as
agent for the Second Priority Administrative Agent, the Second Priority Collateral Agent or any
other Second Priority Secured Party. This authorization is coupled with an interest and is
irrevocable until the Discharge of First Priority Claims has occurred. For the avoidance of doubt,
the Second Priority Claims shall not be reduced or satisfied by any amounts or distributions
required to be paid over to the First Priority Administrative Agent pursuant hereto.



     Section 5. Other Agreements.



     5.1 Releases.



     (a) If, in connection with (i) the exercise of any remedies by the First Priority Collateral
Agent or any other First Priority Secured Party in respect of the Collateral provided for in
Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such



16









 




Collateral or (ii) any sale, lease, exchange, transfer or other disposition of any Collateral
(other than to another Obligor) permitted under the terms of the First Priority Documents and the
Second Priority Documents (in each case, as in effect on the date hereof), the First Priority
Collateral Agent, on behalf of itself and the other First Priority Secured Parties, releases any of
its Liens on any part of the Collateral, the Lien of the Second Priority Collateral Agent for the
benefit of the Second Priority Secured Parties on such Collateral (but not on any proceeds of such
Collateral not required to be paid to the First Priority Secured Parties for application to the
First Priority Claims) shall be automatically and unconditionally released with no further consent
or action of any Person, and each of the Second Priority Collateral Agent the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, shall
promptly execute and deliver, at the joint and several expense of the Obligors, to the First
Priority Collateral Agent and the First Priority Administrative Agent and the Obligors such
termination statements, releases and other documents as the First Priority Collateral Agent, the
First Priority Administrative Agent and the Obligors (in the case of the Obligors, to the extent
permitted by the First Priority Documents) may reasonably request to effectively confirm such
release at the joint and several expense of the Obligors.




     (b) Until the Discharge of First Priority Claims occurs, each of the Second Priority
Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other
Second Priority Secured Parties, hereby irrevocably constitutes and appoints the First Priority
Collateral Agent and any officer or agent of the First Priority Collateral Agent, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority
in the place and stead of such Person or in the First Priority Collateral Agent’s own name, from
time to time in the First Priority Collateral Agent’s discretion (as directed by the First Priority
Administrative Agent in writing), for the purpose of carrying out the terms of this Section
5.1, to take any and all appropriate action and to execute any and all releases, documents and
instruments which may be necessary to accomplish the purposes of this Section 5.1,
including any financing statements, mortgage releases, intellectual property releases, endorsements
or other instruments of transfer or release.



     5.2 Insurance.



     (a) Unless and until the Discharge of First Priority Claims has occurred, the First Priority
Collateral Agent, the First Priority Administrative Agent and the other holders of First Priority
Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the
First Priority Documents, to adjust settlement for any award under any insurance policy relating to
an insured loss in respect of Collateral and to approve any award granted in any condemnation or
similar proceeding affecting the Collateral. Following the Discharge of First Priority Claims and
until such time that the Discharge of Second Priority Claims has occurred, the Second Priority
Collateral Agent, the Second Priority Administrative Agent and the other holders of Second Priority
Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the
Second Priority Documents, to adjust settlement for any award under any insurance policy relating
to an insured loss relating to the Collateral and to approve any award granted in any condemnation
or similar proceeding affecting the Collateral.



17









 





     (b) Unless and until the Discharge of First Priority Claims has occurred, all proceeds of any
such insurance policy and any such award if in respect to the Collateral shall, after payment of
all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements
and indemnities of the First Priority Collateral Agent, be delivered by the First Priority
Collateral Agent to the First Priority Administrative Agent for benefit of the First Priority
Secured Parties to the extent required under the First Priority Credit Agreement and pursuant to
the terms of the First Priority Documents; and thereafter, following the Discharge of First
Priority Claims and until the Discharge of Second Priority Claims has occurred, and after payment
of all outstanding fees, expenses (including reasonable fees and expenses of counsel),
disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second
Priority Collateral Agent to the Second Priority Administrative Agent for the benefit of the Second
Priority Secured Parties to the extent required under the applicable Second Priority Documents; and
finally, to the owner of the subject property or as a court of competent jurisdiction may otherwise
direct.



     (c) Unless the Discharge of First Priority Claims has occurred, if the Second Priority
Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured
Party shall, at any time, receive any proceeds of any such insurance policy or any such award or
payment thereunder in contravention of this Agreement, it shall pay such proceeds, award or payment
over to the First Priority Collateral Agent in accordance with Section 4.2.



     5.3 Amendments to Second Priority Documents, etc.



     (a) Unless and until the Discharge of First Priority Claims has occurred, without the prior
written consent of the First Priority Administrative Agent (and the First Priority Collateral
Agent, to the extent an amendment, supplement or modification would affect its respective rights,
protections or obligations), no Second Priority Collateral Document may be amended, supplemented or
otherwise modified or entered into to the extent such amendment, supplement or modification, or the
terms of any new Second Priority Collateral Document, would be inconsistent with any of the terms
of this Agreement or the First Priority Documents.



     (b) Each of the Second Priority Administrative Agent and the Second Priority Collateral Agent
agrees that each Second Priority Collateral Document granting a Lien on any Collateral shall
include the following language (or similar language satisfactory to the First Priority
Administrative Agent):




“Notwithstanding anything herein to the contrary, the lien and security interest
granted to the Second Priority Collateral Agent pursuant to this Agreement and the
exercise of any right or remedy by the Second Priority Collateral Agent hereunder are
subject to the provisions of the Intercreditor Agreement, dated as of September 30,
2011 (as amended, supplemented, amended and restated or otherwise modified from time to
time, the “Intercreditor Agreement”), among UBS AG, Stamford Branch, in its
capacity as First Priority Collateral Agent, UBS AG, Stamford Branch, in its capacity
as First Priority Administrative Agent, Wells Fargo Bank, National Association, in its
capacity as Second Priority



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Collateral Agent, Wells Fargo Bank, National Association, in its capacity as Second
Priority Administrative Agent, and the other parties thereto. In the event of any
conflict between the terms of the Intercreditor Agreement and this Agreement, the terms
of the Intercreditor Agreement shall govern and control.”



     (c) Unless and until the Discharge of First Priority Claims has occurred, in the event the
First Priority Collateral Agent or the First Priority Administrative Agent enters into any
amendment, waiver or consent in respect of any First Priority Collateral Document for the purpose
of adding to, or deleting from, or waiving or consenting to any departure from any provision of,
any First Priority Collateral Document or changing in any manner the rights of the First Priority
Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties
or the Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any
comparable provision of each Comparable Collateral Document without the consent of the Second
Priority Collateral Agent, the Second Priority Administrative Agent or the Second Priority Secured
Parties and without any action by any of them or any Obligor; provided that (i) no such
amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of
the Second Priority Collateral Documents, except to the extent that a release of such Lien is
permitted by Section 5.1 and provided there is a corresponding release of the Lien securing
the First Priority Claims, (B) imposing duties or adding liabilities on the Second Priority
Collateral Agent or any other Second Priority Secured Party without its consent or (C) permitting
other Liens on the Collateral which are prohibited under the terms of the Second Priority Documents
or Section 6, (ii) any such amendment, waiver or consent that materially and adversely
affects the rights of the Second Priority Collateral Agent or any other Second Priority Secured
Party (and not the First Priority Secured Parties in a like or similar manner) shall not apply to
the Second Priority Collateral Documents without the consent of the Second Priority Collateral
Agent (acting at the written direction of the Second Priority Administrative Agent (itself acting
at the written direction of the requisite Second Priority Secured Parties in accordance with the
Second Priority Credit Agreement)), and (iii) notice of such amendment, waiver or consent shall
have been given by the First Priority Administrative Agent to the Second Priority Collateral Agent
(unless it is the same Person as the First Priority Collateral Agent), within 10 Business Days
after the effective date thereof; provided, further, that (x) nothing contained in
this clause (c) shall impair the rights of the First Priority Collateral Agent, the First
Priority Administrative Agent and the holders of First Priority Claims, or the obligations and
agreements of the Second Priority Collateral Agent and the other Second Priority Secured Parties,
under Sections 3 and 5.1 and (y) the First Priority Collateral Documents and the
Second Priority Collateral Documents may, without the consent of any Second Priority Secured Party,
be amended or modified pursuant to this Section 5.3(c) to secure additional extensions of
credit and add additional secured creditors as long as such amendments or modifications do not
violate the express provisions of any Second Priority Document.



     (d) The First Priority Documents may be amended, supplemented or otherwise modified in
accordance with their terms and the First Priority Credit Agreement may be refinanced, in each
case, without notice to, or the consent of, the Second Priority Collateral Agent or the other
Second Priority Secured Parties, and in each case subject to the terms hereof, all without
affecting the lien subordination or other provisions of this Agreement.




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     (e) Without the written consent of the First Priority Administrative Agent, none of the
Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party will be entitled to agree (and none of them will agree) to any amendment to,
or modification of, or consent to any waiver of departure from, the Second Priority Documents,
whether in a refinancing or otherwise, that is prohibited by or in contravention of the First
Priority Documents as in effect on the date hereof or this Agreement.



     (f) Unless and until the Discharge of First Priority Claims has occurred, the Second Priority
Secured Parties shall not consent to the release of any Second Priority Lien on any Collateral
without the written consent of the First Priority Administrative Agent, except for releases in
connection with the Discharge of Second Priority Claims (or a refinancing thereof) to the extent
permitted under the First Priority Credit Agreement or with respect to such Collateral for which
the First Priority Lien is also released.



     5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this
Agreement, the Second Priority Secured Parties may exercise rights and remedies as unsecured
creditors against the Obligors in accordance with the terms of the Second Priority Documents and
applicable law only to the extent set forth in the proviso of Section 3.1(a) hereof.
Nothing in this Agreement shall prohibit the receipt by any Second Priority Secured Party of any
payment of interest and principal on the Second Priority Claims, together with any reimbursable
fees and expenses and other amounts due in respect thereof, so long as such receipt is not (a) the
direct or indirect result of the exercise by any Second Priority Secured Party of rights and
remedies as a secured creditor in respect of the Second Priority Claims or enforcement of any
Second Priority Lien, in either case in contravention of this Agreement, or (b) a distribution in
any Insolvency Proceeding on account of or otherwise by virtue of any Second Priority Lien
(including any distribution on account of or otherwise by virtue of any Lien on the Collateral
under any Plan of Reorganization), other than as permitted by Section 6.8 hereof. In the event that
any Second Priority Secured Party becomes a judgment lien creditor in respect of Collateral as a
result of its enforcement of its rights as an unsecured creditor in respect of the Second Priority
Claims, such judgment lien shall be subject to the terms of this Agreement (including in relation
to the First Priority Liens and the First Priority Claims and including in relation to the Second
Priority Liens and Second Priority Claims) to the same extent as the other Liens securing the
Second Priority Claims (created pursuant to the Second Priority Collateral Documents) are subject
to the terms of this Agreement. Nothing in this Agreement modifies any right or remedy the holders
of First Priority Claims or, after the Discharge of First Priority Claims has occurred, the holders
of Second Priority Claims may have with respect to the Collateral.



     5.5 Bailee and Agent for Perfection. The First Priority Collateral Agent hereby
acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical
possession over Collateral pursuant to any of the First Priority Collateral Documents (any such
Collateral, as updated from time to time in accordance with the relevant Collateral Document, the
“Bailment Collateral”), such possession or control is also held as a bailee and agent for
perfection for, on behalf of and for the benefit of, the Second Priority Collateral Agent (as
collateral agent for the Second Priority Secured Parties), such bailment and agency for perfection
being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3),
8-301(a)(2) and 9-313(c) of the UCC, and in each case solely to the extent required to perfect and



20









 




enforce their security interests in such Bailment Collateral. Nothing in the preceding sentence
shall be construed to impose any duty on the First Priority Collateral Agent, the First Priority
Administrative Agent or any First Priority Secured Party (or any third party acting on their
behalf) with respect to such Bailment Collateral or provide the Second Priority Administrative
Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party with any
rights with respect to such Bailment Collateral beyond those specified in this Agreement or the
Second Priority Collateral Documents (it being understood that the First Priority Collateral
Agent’s duty under this Section 5.5 shall be limited solely to holding any such Collateral
as bailee and agent for perfection); provided that promptly following the Discharge of
First Priority Claims, the First Priority Collateral Agent (upon the written direction of the First
Priority Administrative Agent) shall deliver to the Second Priority Collateral Agent, at the
Obligors’ joint and several cost and expense, such Bailment Collateral in its possession together
with any necessary endorsements or direct and deliver such Collateral as a court of competent
jurisdiction may otherwise direct.




     Section 6. Insolvency Proceedings.



     6.1 Finance and Sale Issues.



     (a) Until the Discharge of First Priority Claims has occurred, if any Obligor shall be subject
to any Insolvency Proceeding and the First Priority Administrative Agent shall desire to permit the
use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) under
Section 363 of the Bankruptcy Code (“Use of Cash Collateral”) or to permit an Obligor to
obtain financing, whether from the First Priority Secured Parties, any other Person, or any
combination thereof, under Section 364 of the Bankruptcy Code (“DIP Financing”), then each
of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that (i) it shall not be entitled to
raise (and will not raise), but instead shall be deemed to have otherwise irrevocably, absolutely,
and unconditionally waived any right to raise, any objection to such Use of Cash Collateral or DIP
Financing (and instead will be deemed to have consented to such Use of Cash Collateral or DIP
Financing), (ii) it shall not be entitled to request (and will not request) adequate protection or
any other relief in connection therewith (except as expressly agreed by the First Priority
Administrative Agent or to the extent permitted by Section 6.2), and (iii) to the extent
the First Priority Liens are junior in priority to or pari passu with Liens granted in
connection with such Use of Cash Collateral or such DIP Financing (including adequate protection
Liens), the Second Priority Liens in the Collateral shall be maintained as junior in priority to
the First Priority Liens as contemplated hereunder and to such Liens granted in connection with
such Use of Cash Collateral or such DIP Financing on the same basis as the Second Priority Liens
are junior in priority to First Priority Liens under this Agreement. Without limiting the other
provisions of this Agreement, nothing in this Section 6.1(a) is intended to limit the ability of
the First Priority Secured Parties or the Second Priority Secured Parties to participate in,
support, or object to any Use of Cash Collateral or DIP Financing that does not involve the
Collateral. Each of the Lenders (as defined in the Second Priority Credit Agreement) agrees that
none of them shall offer to provide, administer or syndicate any DIP Financing to any Obligor
unless (i) the



21









 




application of the proceeds of such DIP Financing would result in the Discharge of the First
Priority Claims or (ii) consented to by the First Priority Administrative Agent.




     (b) Until the Discharge of First Priority Claims has occurred, the Second Priority Secured
Parties, in any Insolvency Proceeding, shall not be entitled to oppose (and shall not oppose) (1)
any sale or disposition of any assets of any of the Obligors, or (2) any procedure governing sale
or disposition of any assets of any of the Obligors, in each case that is supported by the First
Priority Administrative Agent, and the Second Priority Secured Parties will be deemed to have
consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and in
each case any motion in support hereof), supported by such First Priority Secured Parties and to
have released (and to have consented to the release of) their Liens in such assets so long as and
to the extent that (i) the First Priority Secured Parties shall have likewise released their Liens
and (ii) the First Priority Liens and the Second Priority Liens shall attach to the proceeds of any
Collateral sold or disposed of in the priorities set forth herein. For the avoidance of doubt, and
without limitation of the generality of the foregoing, in any Insolvency Proceeding, the Second
Priority Secured Parties irrevocably waive any right to object to any sale, or any procedure for
sale, or any motion for sale or for bid procedures regarding the sale, of any Collateral under
Section 363 of the Bankruptcy Code on the grounds of inadequate time for marketing of such asset,
inopportune time for sale of such asset (based on market conditions or otherwise), inadequate
purchase price/value to be received for such asset, or any expense reimbursement, break-up fee or
other condition or covenant contained in any stalking horse bid for such asset.



     6.2 Adequate Protection. If and only if directed to do so by Second Priority Secured
Parties holding at least a majority of the principal amount of the Second Priority Claims, the
Second Priority Administrative Agent or the Second Priority Collateral Agent, on behalf of itself
and the Second Priority Secured Parties, may seek or request adequate protection in the form of a
Lien on any additional collateral as to which the First Priority Secured Parties have received
adequate protection in the form of a Lien (including by way of objecting to any DIP Financing that
does not provide for such Lien), which Lien will be junior in priority to the First Priority Liens
(including any adequate protection Lien in favor of the First Priority Secured Parties) and any
Lien securing such DIP Financing (and all Obligations relating thereto) on the same basis as the
other Liens securing the Second Priority Claims are junior in priority to the First Priority Liens
under this Agreement and subject in all respects to the release obligations set forth in this
Agreement, including in Section 5.1 and Section 6.1 hereof. If the Second Priority
Secured Parties are granted post-petition interest and/or adequate protection payments in an
Insolvency Proceeding (“Junior Priority Bankruptcy Payments”), such amounts shall
be deemed Collateral, shall be turned over to the First Priority Collateral Agent in accordance
with Section 4.2 hereof (or, following the Discharge of First Priority Claims and prior to
the Discharge of Second Priority Claims, to the Second Priority Collateral Agent) and shall be
applied according to the terms thereof (regardless of whether or not any order of a bankruptcy
court authorizing and/or directing any Junior Priority Bankruptcy Payments shall expressly provide
for such direct payment to the First Priority Collateral Agent or the Second Priority Collateral
Agent, as applicable).



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     6.3 No Waiver. Subject to Section 3.1(a), nothing contained herein shall
prohibit or in any way limit the First Priority Collateral Agent, the First Priority Administrative
Agent or any other First Priority Secured Party from objecting in any Insolvency Proceeding or
otherwise to any action taken by any Second Priority Secured Party, including the seeking by any
Second Priority Secured Party of adequate protection or the asserting by any Second Priority
Secured Party of any of its rights and remedies under the Second Priority Documents or otherwise.
Subject to Section 3.1(a), following the Discharge of First Priority Claims, nothing
contained herein shall prohibit or in any way limit the Second Priority Administrative Agent, the
Second Priority Collateral Agent or any other Second Priority Secured Party from objecting in any
Insolvency Proceeding.



     6.4 Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any
payment with respect to the First Priority Claims previously made shall be rescinded for any reason
whatsoever (including an order or judgment for disgorgement of a preference under the Bankruptcy
Code, or any similar law) (a “Recovery”), then the First Priority Claims shall be
reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to
such Recovery, this Agreement shall be reinstated in full force and effect, and such prior
termination shall not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto from such date of reinstatement. If any Second Priority Secured Party is
required in any Insolvency Proceeding or otherwise to turn over any Recovery, then the Second
Priority Claims shall be reinstated to the extent of such Recovery. If this Agreement shall have
been terminated prior to such Recovery, this Agreement shall be reinstated in full force and
effect, and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of the parties hereto from such date of reinstatement.



     6.5 Post-Petition Interest. No Second Priority Secured Party shall oppose or seek to
challenge any claim by the First Priority Collateral Agent, the First Priority Administrative Agent
or any other First Priority Secured Party for allowance or payment in any Insolvency Proceeding of
the First Priority Claims consisting of post-petition interest, fees or expenses to the extent of
the value of any First Priority Lien on the Collateral, without regard to the existence of the
Second Priority Liens on the Collateral, such value to be determined without regard to the
existence of the Second Priority Liens on the Collateral.



     6.6 Separate Grants of Security and Separate Classification. Each of the First
Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the
other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the
Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured
Parties, acknowledge and agree that:



     (a) the grants of Liens pursuant to the First Priority Collateral Documents and the Second
Priority Collateral Documents constitute two separate and distinct grants of Liens; and



     (b) because of, among other things, their differing rights in the Collateral, the First
Priority Claims and the Second Priority Claims are fundamentally different from one another and



23









 



must be separately classified in any Plan of Reorganization proposed or confirmed in an
Insolvency Proceeding.



To further effectuate the intent of the parties as provided in the immediately preceding sentence,
if it is held that, contrary to the intention of the parties, the claims of the First Priority
Secured Parties and/or the Second Priority Secured Parties in respect of the Collateral constitute
only one secured claim (rather than separate classes of first priority and second priority secured
claims), then (i) each of the parties hereto hereby acknowledges and agrees that, subject to
Sections 2.1 and 4.1, all distributions shall be made as if there were separate
classes of first priority and second priority secured claims against the Obligors in respect of the
Collateral and (ii) the First Priority Secured Parties shall be entitled to receive, in addition to
amounts distributed to them in respect of principal, pre-petition interest and other claims, all
amounts owing in respect of post-petition interest, including any additional interest payable
pursuant to the First Priority Documents, arising from or related to a default, which is disallowed
as a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the First
Priority Collateral Agent’s and the First Priority Administrative Agent’s respective attorneys,
financial consultants, and other agents) before any distribution is made in respect of or by virtue
of the Second Priority Liens, with each of the Second Priority Collateral Agent and the Second
Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties,
hereby acknowledging and agreeing to turn over to the First Priority Collateral Agent amounts
otherwise received or receivable by them in respect of or by virtue of the Second Priority Liens to
the extent necessary to effectuate the intent of this sentence, even if such turnover has the
effect of reducing the claim or recovery of the Second Priority Secured Parties.




     6.7 Voting for Plan of Reorganization. The First Priority Secured Parties and the
Second Priority Secured Parties, in each case in such capacity, shall be entitled to vote to accept
or reject any Plan of Reorganization in connection with any Insolvency Proceeding so long as such
Plan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote to
reject any such Plan of Reorganization that is a Non-Conforming Plan of Reorganization;
provided that each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees
that none of the Second Priority Secured Parties, in such capacity, shall be entitled to take any
action or vote in any way that supports any Non-Conforming Plan of Reorganization or to object to a
Plan of Reorganization to which the requisite holders of First Priority Claims have consented on
the grounds that any sale of Collateral thereunder or pursuant thereto is for inadequate
consideration, or that the sale process in respect thereof was inadequate. Without limiting the
generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and
any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization
by any Second Priority Secured Party, in such capacity, shall be inconsistent with and accordingly,
a violation of the terms of this Agreement, and the First Priority Administrative Agent shall be
entitled (and hereby authorized by the Second Priority Secured Parties) to have any such vote to
accept a Non-Conforming Plan of Reorganization changed and any such support of any such
Non-Conforming Plan of Reorganization withdrawn.



     6.8 X Clause. Notwithstanding Section 4.2 hereof or any other provision of
this Agreement, regardless of whether a Discharge of First Priority Claims shall occur in
connection



24









 




with a confirmed Plan of Reorganization, the Second Priority Secured Parties shall be permitted to
receive or retain any debt or equity securities or other obligations of the Obligors to be
distributed to them under any such confirmed Plan of Reorganization on account of or otherwise by
virtue of the Second Priority Liens on the Collateral (collectively, a “Plan
Distribution”), so long as (i) any lien granted on the Collateral (or any other assets of an
Obligor) to secure such Plan Distributions shall be junior in priority to any liens granted to
secure any Plan Distribution to the First Priority Secured Parties under any such Plan of
Reorganization on account of the First Priority Liens to the same extent as the Second Priority
Liens are junior in priority to the First Priority Liens on the Collateral hereunder and such liens
shall otherwise be subject to the terms and conditions of this Agreement (or an analogous
agreement), and (ii) any Plan Distribution received by a Second Priority Secured Party shall not be
entitled to receive cash interest (but may accrue interest or contain pay-in-kind interest), any
Plan Distribution may not be subject to amortization, redemption or other principal or preference
paydown, in each case prior to the Discharge of First Priority Claims (including by way of full
payment of any Plan Distribution received by the First Priority Secured Parties); provided,
however, that, absent a Discharge of the First Priority Claims, any Plan Distribution received by a
Second Priority Secured Party under a Plan of Reorganization which the class of First Priority
Claims has voted to reject (and which was implemented despite such rejection), or which does not
satisfy the criteria set forth in clauses (i) and (ii) above, shall be turned over to the First
Priority Administrative Agent in accordance with Section 4.2.




     6.9 Determination of Distributions on Account of Lien on Collateral. For the purposes
of this Agreement, including for the purposes of
Sections 4.2, 5.4, and 6.8 hereof,
there shall be a presumption that any distribution to or for the benefit of the Second Priority
Secured Parties under any Plan of Reorganization for any Obligor shall be on account of or by
virtue of the Second Priority Liens on the Collateral. Each of the Second Priority Collateral Agent
and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority
Secured Parties, shall have the burden of rebutting that presumption, and of proving the portion
(if any) of any distribution under any Plan of Reorganization to, or for the benefit of, the Second
Priority Secured Parties that does not consist of proceeds of (or is not otherwise on account of or
by virtue of) such Lien on the Collateral, in each case by clear and convincing evidence.



     6.10 Plan of Reorganization. Neither the Second Priority Administrative Agent nor any
other Second Priority Secured Party will sponsor, fund or otherwise facilitate, or support or vote
in favor of in an Insolvency Proceeding, any Plan of Reorganization that does not contemplate the
payment in full, in cash of the First Priority Claims upon the effective date of such Plan of
Reorganization unless the First Lien Administrative Agent shall have otherwise consented. Neither
the Second Priority Administrative Agent nor any other Second Priority Secured Party will raise or
support any objection to any Plan of Reorganization on the basis that the rate of interest payable
on any Plan Distribution to the First Priority Secured Parties is excessive or over-compensatory.



     6.11 Turnover Provisions. If, in connection with an Insolvency Proceeding, a First
Lien Deficiency Claim exists and any Second Priority Secured Party receives a distribution (whether
in cash or in-kind) solely on account of its Second Lien Deficiency Claim out of property not
constituting Collateral or otherwise not subject to Section 4.2, Section 6.2 or Section 6.8 of the
Intercreditor Agreement (such amount, the “Turnover Proceeds”), then such



25









 




Second Priority Secured Party’s interest in such Turnover Proceeds shall be subject and subordinate
to the First Lien Deficiency Claim until such First Lien Deficiency Claim shall have been paid in
full, and, subject to the immediately following proviso, such Second Priority Secured Party shall
segregate and hold in trust such Turnover Proceeds for the benefit of the First Priority Secured
Parties and shall forthwith pay over such Turnover Proceeds in the form received to the First
Priority Administrative Agent for application to the First Lien Deficiency Claim until the First
Lien Deficiency Claim shall have been paid in full; provided that, to the extent, and only to the
extent, required by the last paragraph of Section 4.09 of the Senior Note Documents, each Second
Priority Secured Party hereby agrees that (i) its Second Lien Deficiency Claim shall be subject and
subordinate to the Senior Note Obligations to the extent and in the same manner as its Second Lien
Deficiency Claim is subject and subordinate to the First Lien Deficiency Claim under this
paragraph, (ii) it shall, subject to the preceding provisions of this paragraph, segregate and hold
in trust Turnover Proceeds for the benefit of the holders of the Senior Note Obligations and (iii)
it shall, subject to the preceding provisions of this paragraph, forthwith pay over Turnover
Proceeds in the form received to the trustee(s) under the Senior Note Documents. The First Lien
Secured Parties and the Second Lien Secured Parties agree that the foregoing shall not be deemed to
restrict the Second Priority Secured Parties from acquiring or repaying and discharging in full
(other than out of Turnover Proceeds) the First Lien Deficiency Claim. For the avoidance of doubt,
nothing in this paragraph shall otherwise impact the rights of the First Priority Secured Parties
or the Second Priority Secured Parties to the Collateral, the proceeds of Collateral or any
property or distribution contemplated by Section 4.2, Section 6.2 or Section 6.8 above.




     Section 7. Reliance; Waivers; etc.



     7.1 Reliance. Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the Second Priority Secured Parties, acknowledges
that the Second Priority Secured Parties have, independently and without reliance on the First
Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority
Secured Party, and based on documents and information deemed by them appropriate, made their own
credit analysis and decision to enter into the Second Priority Credit Agreement, any other
applicable Second Priority Document, this Agreement and the transactions contemplated hereby and
thereby and they will continue to make their own credit decisions in taking or not taking any
action under the Second Priority Credit Agreement, any such other Second Priority Document or this
Agreement.



     7.2 No Warranties or Liability. Each of the Second Priority Collateral Agent and the
Second Priority Administrative Agent, on behalf of itself and the Second Priority Secured Parties,
acknowledges and agrees that each of the First Priority Collateral Agent, the First Priority
Administrative Agent and the other holders of First Priority Claims have made no express or implied
representation or warranty, including with respect to the execution, validity, legality,
completeness, collectibility or enforceability of any of the First Priority Documents or the
ownership of any Collateral or the perfection or priority of any Lien thereon. The holders of First
Priority Claims will be entitled to manage and supervise their respective loans and extensions of
credit to the Obligors in accordance with applicable law and as they may otherwise, in their sole
discretion, deem appropriate, and the holders of First Priority Claims may manage



26









 




their loans and extensions of credit without regard to any right or interest that any Second
Priority Secured Party may have in the Collateral or otherwise, except as otherwise provided in
this Agreement. None of the First Priority Collateral Agent, the First Priority Administrative
Agent or any other First Priority Secured Party shall have any duty to any Second Priority Secured
Party to act or refrain from acting in a manner which allows, or results in, the occurrence or
continuance of an event of default or default under any agreement with any Obligor (including the
Second Priority Documents), regardless of any knowledge thereof which they may have or be charged
with.




     7.3 No Waiver of Lien Priorities.



     (a) To the fullest extent permitted under applicable law, no right of the First Priority
Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties
or any of them to enforce any provision of this Agreement shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or
failure to act by any First Priority Secured Party, or by any noncompliance by any Person with the
terms, provisions and covenants of this Agreement or any of the First Priority Documents or the
Second Priority Documents, regardless of any knowledge thereof which the First Priority Collateral
Agent, the First Priority Administrative Agent or the other First Priority Secured Parties, or any
of them, may have or be otherwise charged with. To the fullest extent permitted under applicable
law, no right of the Second Priority Collateral Agent, the Second Priority Administrative Agent,
the other Second Priority Secured Parties or any of them to enforce any provision of this Agreement
shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of
any Obligor or by any act or failure to act by any Second Priority Secured Party, or by any
noncompliance by any Person with the terms, provisions and covenants of this Agreement or any of
the Second Priority Documents, regardless of any knowledge thereof which the Second Priority
Collateral Agent, the Second Priority Administrative Agent or the other Second Priority Secured
Parties, or any of them, may have or be otherwise charged with.



     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the
rights of the Obligors under the First Priority Documents), the First Priority Secured Parties and
any of them may, to the fullest extent permitted under applicable law, at any time and from time to
time, without the consent of, or notice to, any Second Priority Secured Party, without incurring
any liability to any Second Priority Secured Party and without impairing or releasing the lien
priorities and other benefits provided in this Agreement (even if any right of subrogation or other
right or remedy of any Second Priority Secured Party is affected, impaired or extinguished
thereby), do any one or more of the following:



     (i) make loans and advances to any Obligor or issue, guaranty or obtain letters of
credit for account of any Obligor or otherwise extend credit to any Obligor, in any amount
and on any terms, whether pursuant to a commitment or as a discretionary advance and whether
or not any default or event of default or failure of condition is then continuing;



27









 





     (ii) change the manner, place or terms of payment or change or extend the time of
payment of, or renew, exchange, amend, increase or alter, the terms of any of the First
Priority Claims or any First Priority Lien or guaranty thereof or any liability of the
Obligors, or any liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the First Priority Claims), without any restriction as to the
amount, tenor or terms of any such increase or extension or otherwise amend, renew, exchange,
extend, modify or supplement in any manner any Liens held by the holders of First Priority
Claims, the First Priority Claims or any of the First Priority Documents;



     (iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in
any manner and in any order any part of the Collateral or any liability of any Obligor to the
First Priority Secured Parties, or any liability incurred directly or indirectly in respect
thereof;



     (iv) settle or compromise any First Priority Claim or any other liability of any Obligor
or any security therefor or any liability incurred directly or indirectly in respect thereof
and apply any sum by whomsoever paid and however realized to any liability (including the
First Priority Claims) in any manner or order; and



     (v) exercise or delay in or refrain from exercising any right or remedy against any
Obligor or any security or any other Person, elect any remedy and otherwise deal freely with
the Obligors and the Collateral and any security or any liability of any Obligor to the
holders of First Priority Claims or any liability incurred directly or indirectly in respect
thereof.



     (c) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, also
agrees, to the fullest extent permitted under applicable law, that no First Priority Secured Party
shall have any liability to any of them, and each of them, to the fullest extent permitted under
applicable law, hereby waives any claim against any First Priority Secured Party, arising out of
any action which such holders of First Priority Claims may take or permit or omit to take with
respect to the foreclosure upon, or sale, liquidation or other disposition of, the Collateral. Each
of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that none of the First Priority
Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party
shall have any duty to them, express or implied, fiduciary or otherwise, in respect of the
maintenance or preservation of the Collateral, the First Priority Claims or otherwise.



     (d) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees not
to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request,
plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisal,



28









 




valuation or other similar right that may otherwise be available under applicable law or any other
similar right a junior secured creditor may have under applicable law.




     7.4 Obligations Unconditional. All rights, interests, agreements and obligations of
the First Priority Secured Parties and the Second Priority Secured Parties hereunder shall remain
in full force and effect irrespective of:



     (a) any lack of validity or enforceability of any First Priority Document or Second Priority
Document or any setting aside or avoidance of any First Priority Lien or Second Priority Lien;



     (b) any change in the time, manner or place of payment of, or in any other terms of, any First
Priority Claim or Second Priority Claim, or any amendment or waiver or other modification,
including any increase in the amount thereof, whether by course of conduct or otherwise, of the
terms of the First Priority Documents or the Second Priority Documents;



     (c) any exchange of any security interest in any Collateral or any other collateral, or any
amendment, waiver or other modification, whether in writing or by course of conduct or otherwise,
of any First Priority Claim or Second Priority Claim or any guarantee thereof;



     (d) the commencement of any Insolvency Proceeding in respect of any Obligor; or



     (e) any other circumstance which otherwise might constitute a defense available to, or a
discharge of, any Obligor in respect of the First Priority Claims or Second Priority Claims or of
any First Priority Secured Party or Second Priority Secured Party in respect of this Agreement.



     Section 8. Miscellaneous.



     8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the
provisions of the First Priority Documents and the Second Priority Documents, the provisions of
this Agreement shall govern and control.



     8.2 Continuing Nature of this Agreement. This Agreement shall continue to be effective
until the Discharge of First Priority Claims shall have occurred. This is a continuing agreement of
lien priority. Each of the Second Priority Collateral Agent and the Second Priority Administrative
Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably,
absolutely, and unconditionally waives any right it may have under applicable law to revoke this
Agreement or any provisions hereof.



     8.3 Amendments; Waivers. No amendment, modification or waiver of any provision of this
Agreement shall be deemed to be made unless the same shall be in writing signed by the First
Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Collateral
Agent and the Second Priority Administrative Agent and, subject to the immediately



29









 




following sentence, each Obligor and each waiver, if any, shall be a waiver only with respect to
the specific instance involved and shall in no way impair the rights of the parties making such
waiver or the obligations of the other parties to such party in any other respect or at any other
time. Notwithstanding the foregoing, no Obligor shall have any right to consent to or approve any
amendment, modification or waiver of any provision of this Agreement except to the extent its
rights are directly affected (which includes any amendment to such Obligor’s ability to cause
additional obligations to constitute First Priority Claims or Second Priority Claims as such
Obligor may designate).




     8.4 Information Concerning Financial Condition of the Obligors and their
Subsidiaries.



     (a) Each of the First Priority Secured Parties and the Second Priority Secured Parties, as
separate groups of secured creditors, shall be responsible for keeping themselves informed of (i)
the financial condition of the Obligors and their Subsidiaries and all endorsers and/or guarantors
of the First Priority Claims or the Second Priority Claims and (ii) all other circumstances bearing
upon the risk of nonpayment of the First Priority Claims or the Second Priority Claims.



     (b) None of the First Priority Collateral Agent, the First Priority Administrative Agent or
any other First Priority Secured Party shall have any duty to advise the Second Priority Collateral
Agent, the Second Priority Administrative Agent or any other Second Priority Secured Party of
information known to it or them regarding such condition or any such circumstance or otherwise. In
the event the First Priority Collateral Agent or the First Priority Administrative Agent or any
other First Priority Secured Party undertakes at any time or from time to time to provide any such
information to any Second Priority Secured Party, it or they shall be under no obligation (i) to
provide any additional information or to provide any such information on any subsequent occasion,
(ii) to undertake any investigation or (iii) to disclose any information which, pursuant to
accepted or reasonable commercial finance practices, such party wishes to maintain confidential.



     8.5 Certain Successors. Each successor First Priority Collateral Agent and Second
Priority Collateral Agent shall execute and deliver a counterpart of and become a party to this
Agreement (but the failure to execute such counterpart shall not diminish such Person’s obligations
under this Agreement).



     8.6 Application of Payments. All payments received by the holders of First Priority
Claims may be applied, reversed and reapplied, in whole or in part, to such part of the First
Priority Claims as the holders of First Priority Claims, in their sole discretion, deem
appropriate. Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, all payments received by the holders of Second Priority Claims may be
applied, reversed and reapplied, in whole or in part, to such part of the Second Priority Claims as
the holders of Second Priority Claims, in their sole discretion, deem appropriate.



     8.7 Marshalling of Assets. Each of the Second Priority Collateral Agent and the Second
Priority Administrative Agent, on behalf of itself and the other Second Priority Secured



30









 




Parties, hereby irrevocably, absolutely, and unconditionally waives any and all rights or powers
any Second Priority Secured Party may have at any time under applicable law or otherwise to have
the Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of the
First Priority Liens or the Second Priority Liens.




     8.8 No Purchase Option in Favor of Second Priority Secured Parties. Without in any
manner limiting the other provisions of this Agreement (including as to the enforcement of the
rights, powers and/or remedies of the First Priority Collateral Agent, the First Priority
Administrative Agent or the other First Priority Secured Parties in and to the Collateral), nothing
herein is intended to grant the Second Priority Secured Parties the option to purchase the
aggregate amount (or any other portion) of the outstanding First Priority Claims, whether at par or
at any other price or under any other terms or conditions.



     8.9 Notices. (a) All notices to the First Priority Secured Parties permitted or
required under this Agreement may be sent to the First Priority Administrative Agent (with a copy
to the First Priority Collateral Agent). All notices to the Second Priority Secured Parties
permitted or required under this Agreement may be sent to the Second Priority Administrative Agent
(with a copy to the Second Priority Collateral Agent). All notices to the Obligors permitted or
required under this Agreement may be sent to the Borrower. Unless otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in writing (including
by facsimile transmission or other electronic means). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or electronic mail address as set
forth below each party’s name on the signature pages hereto, or, as to each party, at such other
address as may be designated by such party in a written notice to all of the other parties. All
such notices and other communications shall be deemed to be given or made upon the earlier to occur
of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier,
when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4)
Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when
delivered. In no event shall a voice mail message be effective as a notice, communication or
confirmation hereunder.



     8.10 Further Assurances. Each of the First Priority Administrative Agent, on behalf of
itself and the other First Priority Secured Parties, the Second Priority Administrative Agent, on
behalf of itself and the other Second Priority Secured Parties, and each Obligor, agrees that each
of them shall take such further action and shall execute and deliver such additional documents and
instruments (in recordable form, if requested) as any other party may reasonably request to effect
the terms of this Agreement (including, in the case of the First Priority Administrative Agent and
the Second Priority Administrative Agent, to direct the First Priority Collateral Agent and the
Second Priority Collateral Agent to do the same). Each of Holdings and the Borrower shall cause
each of its Subsidiaries that becomes an Obligor to execute and deliver a counterpart of and become
a party to this Agreement.



     8.11 Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



31









 





     8.12 Binding on Successors and Assigns; No Third Party Beneficiaries. This
Agreement shall be binding upon and inure to the benefit of the First Priority Collateral Agent,
the First Priority Administrative Agent, the other First Priority Secured Parties (including to the
benefit of any successors to the First Priority Secured Parties by virtue of any refinancing), the
Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second
Priority Secured Parties (including to the benefit of any successors to the Second Priority Secured
Parties by virtue of any refinancing), and their respective successors and assigns. No other Person
shall have or be entitled to assert rights or benefits hereunder. This Agreement shall be binding
upon the Obligors and their successors and assigns; provided that no Obligor or any successor or
assign thereof shall be entitled to enforce any provision of this Agreement (other than any
provision hereof expressly preserving any right of any Obligor under any First Priority Document or
Second Priority Document).



     8.13 Specific Performance. Each of the First Priority Collateral Agent, the First
Priority Administrative Agent, the Second Priority Collateral Agent and the Second Priority
Administrative Agent may demand specific performance of this Agreement. Each of the Second Priority
Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other
Second Priority Secured Parties, hereby irrevocably waives any defense based on the adequacy of a
remedy at law and any other defense which might be asserted to bar the remedy of specific
performance in any action which may be brought by the First Priority Collateral Agent, the First
Priority Administrative Agent or any other First Priority Secured Party (other than the defense
that the obligation for which specific performance is being sought has been performed in accordance
with this Agreement). Without limiting the generality of the foregoing or of the other provisions
of this Agreement, in seeking specific performance in any Insolvency Proceeding, the First Priority
Collateral Agent and the First Priority Administrative Agent may seek such relief as if it were the
“holder” of the claims of the Second Priority Secured Parties under Section 1126(a) of the
Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the Second
Priority Secured Parties.



     8.14 Section Titles; Time Periods. The section titles contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and are not a part of
this Agreement.



     8.15 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement
shall be effective as delivery of an original executed counterpart of this Agreement.



     8.16 Authorization. By its signature, each Person executing this Agreement on behalf
of a party hereto represents and warrants to the other parties hereto that it is duly authorized to
execute this Agreement.



     8.17 Effectiveness. This Agreement shall become effective when executed and delivered
by the parties listed below. This Agreement shall be effective both before and after the
commencement of any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding
sentence, each of the First Priority Collateral Agent and the First Priority Administrative Agent,
on behalf of itself and the other First Priority Secured Parties, and each of



32









 




the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, irrevocably acknowledges that this Agreement
constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a)
of the Bankruptcy Code. All references to any Obligor shall include any Obligor as debtor and
debtor-in-possession and any receiver or trustee for such Obligor (as the case may be) in any
Insolvency Proceeding.




     8.18 Provisions Solely to Define Relative Rights. The provisions of this Agreement are
and are intended solely for the purpose of defining the relative rights of the First Priority
Secured Parties and the Second Priority Secured Parties as separate groups of secured creditors.
Neither the Borrower nor any other Obligor (including any Guarantor) or any other creditor thereof
shall have any right hereunder. Nothing in this Agreement is intended to or shall impair the
obligations of the Borrower or any other Obligor, which are absolute and unconditional, to pay the
First Priority Claims and the Second Priority Claims as and when the same shall become due and
payable in accordance with their terms. Each provision hereunder applicable to the First Priority
Secured Parties and the Second Priority Secured Parties shall be applicable to, and binding upon
them, solely in their respective capacities as such.



     8.19 Exclusive Means of Exercising Rights under this Agreement. The First Priority
Secured Parties shall be deemed to have irrevocably appointed the First Priority Administrative
Agent as their exclusive agent hereunder. The Second Priority Secured Parties shall be deemed to
have irrevocably appointed the Second Priority Administrative Agent as their exclusive agent
hereunder. Consistent with such appointment, (a) the First Priority Secured Parties further shall
be deemed to have agreed that only the First Priority Administrative Agent (and not any individual
claimholder or group of claimholders) as agent for the First Priority Secured Parties, or any of
the First Priority Administrative Agent’s agents (including the First Priority Collateral Agent)
shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in
connection with this Agreement (including bringing any action to interpret or otherwise enforce the
provisions of this Agreement); provided that (i) First Priority Secured Parties holding obligations
in respect to obligations in respect of hedging agreements may exercise customary netting rights
with respect thereto, (ii) cash collateral may be held pursuant to the terms of the First Priority
Documents (including any relating to hedging agreements) and any such individual First Priority
Secured Party may act against such cash collateral, and (iii) First Priority Secured Parties may
exercise customary rights of setoff against depository or other accounts maintained with them; and
(b) the Second Priority Secured Parties further shall be deemed to have agreed that only the Second
Priority Administrative Agent (and not any individual claimholder or group of claimholders), as the
agent of the Second Priority Secured Parties, or any of the Second Priority Administrative Agent’s
agents (including the Second Priority Collateral Agent) shall have the right on their behalf to
exercise any rights, powers, and/or remedies under or in connection with this Agreement (including
bringing any action to interpret or otherwise enforce the provisions of this Agreement).
Specifically, but without limiting the generality of the foregoing, each First Priority Secured
Party or group of First Priority Secured Parties and each Second Priority Secured Party or group of
Second Priority Secured Parties shall not be entitled to take or file, but instead shall be
precluded from taking or filing (whether in any Insolvency Proceeding or otherwise), any action,
judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement
(including any declaratory judgment or other action to



33









 




interpret or otherwise enforce the provisions of this Agreement), except solely as provided in the
proviso in the immediately preceding sentence.




     8.20 Right of First Priority Collateral Agent to Continue. Any Person serving as First
Priority Collateral Agent shall be entitled to continue, including to continue to perform his, her
or its rights, obligations and duties, as the First Priority Collateral Agent, notwithstanding
whether any such Person has served or is serving as the Second Priority Collateral Agent. Without
limiting the generality of the preceding sentence of this Section 8.20, any Person serving
as First Priority Collateral Agent shall be entitled to continue to so serve in such capacity
(including to continue to perform any of such First Priority Collateral Agent’s rights,
obligations, and/or duties) even if any such Person has resigned as the Second Priority Collateral
Agent, but such resignation has not become effective for any reason, including because a successor
Second Priority Collateral Agent has not been appointed or has accepted such appointment, without
any liability to any of the Second Priority Secured Parties by virtue of any such resignation and
any of the circumstances relating in any manner whatsoever to such resignation.



     8.21 Interpretation. This Agreement is a product of negotiations among representatives
of, and has been reviewed by counsel to, each of the First Priority Collateral Agent, the Second
Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority
Administrative Agent and each Obligor and is the product of those Persons on behalf of themselves
and the First Priority Secured Parties (in the case of the First Priority Administrative Agent) and
the Second Priority Secured Parties (in the case of the Second Priority Administrative Agent).
Accordingly, this Agreement’s provisions shall not be construed against, or in favor of, any party
or other Person merely by virtue of the extent of that party or other Person’s involvement, or lack
of involvement, in the preparation of this Agreement and of any of its specific provisions.



     8.22 Forum Selection and Consent to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING
ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY
HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED
THERETO.



     8.23 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL



34









 




TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT
ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.23
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.




     8.24 Bond Conversion Offer. Notwithstanding anything to the contrary set forth herein,
on and after the Consummation Date, (i) any references to the Second Priority Credit Agreement
shall be replaced by the trust indenture entered into by the Borrower on the Consummation Date and
(ii) this Agreement shall be automatically amended mutatis mutandis to reflect the continuation or
replacement of the second priority liens of the lenders under the Second Priority Credit Agreement
with the second priority liens of the trustee on behalf of the bondholders under the trust
indenture entered into by the Borrower on the Consummation Date.



     8.25 No Contest. Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees
that none of them shall contest, in an Insolvency Proceeding or otherwise, the enforceability of
any provision of this Agreement.



[Signature Pages Follow]





35











 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.



	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, as First

Priority Collateral Agent

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans  	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	
/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 
	 	UBS AG, STAMFORD BRANCH, as First

Priority Administrative Agent

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	
/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 



[Additional Signature Pages Follow]




 









 











	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Second Priority Administrative Agent 

 	 
	 	By:  	/s/ Julius R. Zamora
 	 
	 	 	Name:  	Julius R. Zamora 	 
	 	 	Title:  	Vice President 	 
	 
	 	

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Second Priority Collateral Agent

 	 
	 	By:  	/s/ Julius R. Zamora
 	 
	 	 	Name:  	Julius R. Zamora 	 
	 	 	Title:  	Vice President 	 
	 





 









 









     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.



	 	 	 	 	 
	 	Obligors:



TRAVELPORT LLC, as the Borrower

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	
TRAVELPORT LIMITED, as Holdings

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas  	 
	 	 	Title:  	Senior Vice
President and 
Assistant Secretary 	 
	 
	 	WALTONVILLE LIMITED, as Intermediate Parent

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Director 	 
	 
	 	TDS INVESTOR (LUXEMBOURG) S.À.R.L.,
 as TDS
Intermediate Parent

 	 
	 	By:  	/s/ John Sutherland 	 
	 	 	Name:  	John Sutherland 	 
	 	 	Title:  	Manager 	 
	 





 









 








	 	 	 	 	 
	 	TRAVELPORT INC. 

GALILEO TECHNOLOGIES LLC 

GTA NORTH AMERICA, INC.

OWW2, LLC

TRAVEL INDUSTRIES, INC. 

TRAVELPORT HOLDINGS, INC. 

TRAVELPORT HOLDINGS, LLC

TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.

WORLDSPAN LLC

WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC

WORLDSPAN IJET HOLDINGS, LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C. 

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC

WORLDSPAN STOREMAKER HOLDINGS, LLC

WORLDSPAN TECHNOLOGIES INC. 

WORLDSPAN VIATOR HOLDINGS, LLC

WORLDSPAN XOL LLC 

WS FINANCING CORP.

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Secretary



 	 
	 
	 	TRAVELPORT, LP

BY: TRAVELPORT HOLDINGS, LLC, as General Partner	 
	 	 	 
	 	By:  	                    /s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and 
Secretary of
Travelport Holdings, LLC, as
 General
Partner