exv10w1






Exhibit 10.1




EXECUTION VERSION





     REVOLVING CREDIT LOAN MODIFICATION AGREEMENT dated as of
October 6, 2011 (this “Agreement”), relating 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, and as further amended and restated on September
30, 2011 (the “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. Pursuant to Section 2.17 of the Credit Agreement, the Borrower made, by
notice to the Administrative Agent, the Revolving Credit Loan Modification Offer
Arrangers (as defined below) and each of the Revolving Credit Lenders, a Revolving
Credit Loan Modification Offer to all of the Revolving Credit Lenders to make
certain Permitted Amendments as described herein and therein.




          B. The Revolving Credit Lenders party hereto (the “Accepting Revolving Credit
Lenders”) are willing to agree to such Permitted Amendments as of the Revolving
Credit Loan Modification Effective Date (as defined below), on the terms and
subject to the conditions set forth herein and in the Credit Agreement.




          C. 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.




          D. 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 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.




          E. In connection with the Revolving Credit Loan Modification Offer
contemplated by this Agreement, and immediately after giving effect thereto, the
Revolving Credit Commitments of all Revolving Credit Lenders shall be reduced, on a
pro rata basis between the Dollar Revolving Credit Commitments and the Alternative
Currency Revolving Credit Commitments and on a pro rata basis among the Lenders
holding the Dollar Revolving Credit Commitments and the Alternative Currency
Revolving Credit Commitments, by 33% in the aggregate.




          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 Revolving Credit Loan Modification Offer Arrangers and the Accepting Revolving
Credit Lenders party hereto hereby agree as follows:




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




          SECTION 2. Concerning the Revolving Credit Commitments and the Revolving
Credit Loans. (a) On the Revolving Credit Loan Modification 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 Credit
Agreement on the terms and conditions set forth herein and therein. In the event
the Dollar Revolving
Credit Loans of any Extended Dollar Revolving Credit Lender outstanding on the
Revolving Credit Loan Modification Effective Date (immediately







2









 







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
Revolving Credit Loan Modification Effective Date (determined immediately prior to the consummation
of such conversion).




          (b) On the Revolving Credit Loan Modification 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
Credit Agreement on the terms and conditions set forth herein and therein. In the
event the Alternative Currency Revolving Credit Loans of any Extended Alternative
Currency Revolving Credit Lender outstanding on the Revolving Credit Loan
Modification Effective Date (immediately prior to the consummation of such
conversion), if any, shall 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
Revolving Credit Loan Modification 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







3









 







Currency Revolving Credit Commitments” and “Non-Extended Alternative Currency Revolving Credit
Loans”, respectively, in each case under the Credit Agreement and shall continue to be in effect
and outstanding under the Credit Agreement on the terms and conditions set forth herein and
therein.




          (d) None of transactions set forth in this Section 2 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 2.




          (e) For all purposes of the Credit Agreement and the other Loan Documents, the
Extended Dollar Revolving Credit Commitments as defined herein shall constitute
“Extended Dollar Revolving Credit Commitments” under the Credit Agreement; the
Extended Dollar Revolving Credit Loans as defined herein shall constitute “Extended
Dollar Revolving Credit Loans” under the Credit Agreement; the Extended Alternative
Currency Revolving Credit Commitments as defined herein shall constitute “Extended
Alternative Currency Revolving Credit Commitments” under the Credit Agreement; and
the Extended Alternative Currency Revolving Credit Loans as defined herein shall
constitute “Extended Alternative Currency Revolving Credit Loans” under the Credit
Agreement. Except to the extent provided below, the terms and conditions of the
Extended Dollar Revolving Credit Commitments, the Extended Dollar Revolving Credit
Loans, the Extended Alternative Currency Revolving Credit Commitments and the
Extended Alternative Currency Revolving Credit Loans (in each case as defined
herein) shall be identical to those of the Extended Dollar Revolving Credit
Commitments, the Extended Dollar Revolving Credit Loans, the Extended Alternative
Currency Revolving Credit Commitments and the Extended Alternative Currency
Revolving Credit Loans (in each case as defined in the Credit Agreement),
respectively.





          (i) As used in the Credit Agreement, the “Maturity Date” with respect
to the Extended Revolving Credit Commitments, the Extended Revolving
Credit Loans and the Extended Revolving Credit Facilities shall be August
23, 2013.




          (ii) As used in the Credit Agreement, the “Applicable Rate” with
respect to Extended Revolving Credit Loans, unused Extended Revolving
Credit Commitments and Letter of Credit fees relating to the Extended
Revolving Credit Commitments, shall be the following percentages per
annum:



	 	 	 	 	 	 	 	 	 
	Eurocurrency Rate for Extended Revolving
Credit Loans and Extended Revolving Letter of Credit Fees	 	Base Rate for Extended
Revolving Credit Loans	 	 	Commitment 

Fee Rate	 
	4.50%
	 	 	3.50	%	 	 	3.00	%






4









 






          (f) Upon the effectiveness of this Agreement, Schedule 2.01A to the
Fourth Amendment and Restatement Agreement shall be replaced in its entirety and
superseded by Schedule 2.01A hereto.




          SECTION 3. Revolving Credit Commitment Reduction. Upon the effectiveness of
this Agreement, and without any further action of any party hereto, the Revolving
Credit Commitments of all of the Revolving Credit Lenders in effect immediately
prior to the Revolving Credit Loan Modification Effective Date will be reduced, on
a pro rata basis among such Revolving Credit Lenders and within each Class of
Revolving Credit Commitments, by 33%. Schedule 2.01A attached hereto reflects such
33% reduction in the Revolving Credit Commitments.




          SECTION 4. 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 Agreement, 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 Credit Agreement), or require any payment to be made under (A) 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 Agreement 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 Revolving Credit Loan
Modification Effective Date will be rendered invalid, non-binding or unenforceable
against any Loan Party party thereto as a result of this Agreement. The Guarantees
created under such Collateral Documents will continue to guarantee the Obligations
(as







5









 







the Obligations are modified hereunder) to the same extent as they guaranteed the Obligations
immediately prior to the Revolving Credit Loan Modification 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 Revolving Credit Loan Modification 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 Agreement 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 Credit Agreement or any other Loan Document are
true and correct in all material respects on and as of the Revolving Credit Loan
Modification 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 this Agreement and the transactions contemplated
hereby, no Default has occurred and is continuing.




          SECTION 5. Effectiveness. This Agreement shall become effective on and as of
the date on which each of the following conditions precedent is satisfied (such
date, the “Revolving Credit Loan Modification Effective Date”):




          (a) The Revolving Credit Loan Modification Offer Arrangers shall have executed
a counterpart hereof and shall have received duly executed counterparts of this
Agreement that, when taken together, bear the signatures of Holdings, Intermediate
Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the
Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C
Issuer, the Swing Line Lender, each Extended Dollar Revolving Credit Lender and
each Extended Alternative Currency Revolving Credit Lender (it being understood
that each Lender’s delivery of an executed signature page shall be irrevocable
subject only to the satisfaction of the other conditions to effectiveness set forth
in this Section 5).




          (b) The Extended Revolving Credit Commitments of Lenders who have agreed to
extend their Revolving Credit Commitments and convert into Extended Revolving
Credit Commitments (calculated prior to giving effect to the reduction pursuant to
Section 3 hereof) shall constitute no less than 36% of the aggregate principal
amount of the Revolving Credit Commitments (whether used or unused) outstanding
immediately prior to the Revolving Credit Loan Modification Effective Date.




          (c) The Revolving Credit Loan Modification Offer Arrangers shall have received
the following, each of which shall be originals or facsimiles (followed promptly







6









 







by originals) unless otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party:





          (i) such documents and certificates as the Revolving Credit Loan
Modification Offer 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 Revolving Credit Loan Modification Offer Arrangers;




          (ii) favorable legal opinions from (A) Skadden, Arps, Slate, Meagher
& Flom LLP, New York counsel to the Loan Parties, (B) Conyers Dill &
Pearman Limited, 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 Revolving Credit Loan
Modification Offer Arrangers; and




          (iii) a certificate from a Responsible Officer of the Borrower dated
the Revolving Credit Loan Modification Effective Date, certifying as to
the accuracy of the representations and warranties set forth in Section 4
hereof.



          (d) The Administrative Agent shall have received payment from the Borrower, in
Same Day Funds, for the account of each Accepting Revolving Credit Lender (other
than any Defaulting Lender) that delivers an executed counterpart signature page to
this Agreement at or prior to 6:00 p.m., New York City time, on September 29, 2011,
and agrees to convert Revolving Credit Commitments into Extended Revolving Credit
Commitments an extension fee in an aggregate amount equal to 4.00% of the aggregate
principal amount of the Revolving Credit Commitments (whether used or unused) of
such Lender that are converted into Extended Revolving Credit Commitments on the
Revolving Credit Loan Modification Effective Date. For the avoidance of doubt, the
foregoing extension fee shall be calculated based upon the aggregate principal
amount of the Revolving Credit Commitments (whether used or unused) prior to the
commitment reduction effectuated by Section 3 hereof.




          (e) The Administrative Agent and the Revolving Credit Loan Modification Offer
Arrangers shall have received all other fees and other amounts due and payable to
them in connection with this Agreement and invoiced before the Revolving Credit
Loan Modification 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 Agreement.




          (f) Each Loan Party shall have entered into a written instrument in form and
substance reasonably satisfactory to the Revolving
Credit Loan Modification Offer Arrangers pursuant to which it confirms that it
consents to this Agreement and reaffirms







7









 







that the Collateral Documents to which it is party will continue to apply in respect of the Credit
Agreement and the Obligations of such Loan Party hereunder and thereunder.




          SECTION 6. Effect of this Agreement; Revolving Credit Loan Modification Offer
Arrangers; Certain Authorizations. (a) Except as expressly set forth herein, this
Agreement 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 Credit Agreement or any
other Loan Document, and, except as otherwise expressly provided herein, shall not
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the 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 Credit Agreement or any other Loan Document in similar or different
circumstances.




          (b) This Agreement shall constitute a “Loan Document” and a “Revolving Credit
Loan Modification Agreement” for all purposes of the Credit Agreement and the other
Loan Documents.




          (c) On and after the Revolving Credit Loan Modification Effective Date, the
Revolving Credit Loan Modification Offer Arrangers and their respective officers,
directors, employees, agents and attorneys-in-fact (collectively, the “Agreement
Arranger Related Persons”) shall have the benefit of all the exculpatory,
reimbursement and indemnity provisions that are set forth in the Credit Agreement
or any other Loan Document for the benefit of 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 this Agreement, and that
neither the Revolving Credit Loan Modification Offer Arrangers nor any other
Agreement 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 and (ii) by delivering its
signature page to this Agreement shall be deemed to have acknowledged receipt of,
and consented to and approved, each document required to be delivered to, or be
approved by or satisfactory to, the Administrative Agent or the Revolving Credit
Loan Modification Offer Arrangers on the Revolving Credit Loan Modification
Effective Date pursuant to the terms hereof.




          SECTION 7. 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 electronic transmission
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









 








          SECTION 8. Governing Law. (a) THIS AGREEMENT 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 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 (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 9. Headings. Section headings used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.




[Remainder of page intentionally left blank]




9












 





     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/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director Banking Products Services. US 	 
	 
	 	by  	/s/ Trja R. Otsa
 	 
	 	 	Name:  	Trja R. Otsa 	 
	 	 	Title:  	Associate Director Banking Products Services. US 	 
	 
	 	UBS LOAN FINANCE LLC, as Swing Line Lender,

 	 
	 	by  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director Banking Products Services. US 	 
	 
	 	by  	/s/ Trja R. Otsa
 	 
	 	 	Name:  	Trja R. Otsa 	 
	 	 	Title:  	Associate Director Banking Products Services. US 	 
	 






 









 








	 	 	 	 	 
	 	

CREDIT SUISSE SECURITIES (USA) 

LLC, as Revolving Credit Loan 

Modification Offer Arranger,

 	 
	 	by  	/s/ Dana F. Klein
 	 
	 	 	Name:  	DANA F. KLEIN 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 






 









 








	 	 	 	 	 
	 	UBS SECURITIES LLC, as Revolving 

Credit Loan Modification Offer Arranger,

 	 
	 	by  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director Banking Products Services. US 	 
	 
	 	by  	/s/ Trja R. Otsa
 	 
	 	 	Name:  	Trja R. Otsa 	 
	 	 	Title:  	Associate Director Banking Products Services. US 	 
	 











 









 








SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.





	 	 	 	 	 
	 	Name of Lender (with any Person that is an L/C Issuer executing this signature page

both in its capacity as a Lender and as an L/C Issuer):



CREDIT SUISSE AG CAYMAN

ISLANDS BRANCH

 	 
	 	by  	/s/ Judith E. Smith
 	 
	 	 	Name:  	JUDITH E. SMITH  	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 
	 	For any Person requiring a second signature block:

 	 
	 	by  	/s/ Christopher Reo Day
 	 
	 	 	Name:  	Christopher Reo Day          	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.




	 	 	 	 	 
	 	Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



Bentham Wholesale Syndicated Loan Fund

 By: Credit Suisse Asset
Management, LLC, as Agent 
(Sub Advisor) for Challenger Investment
Services Limited, the
Responsible Entity for Bentham Wholesale Syndicated Loan Fund
 	 
	 
	 	by  	/s/ Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	For any Person requiring a second signature block:

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.





	 	 	 	 	 
	 	Name of Lender (with any Person that is an L/C Issuer executing this signature page

both in its capacity as a Lender and as an L/C Issuer):



Madison Park Funding V Ltd. 

 	 
	 	by  	/s/ Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	For any Person requiring a second signature block:

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.





	 	 	 	 	 
	 	Name of Lender (with any Person that is an L/C Issuer executing this signature page

both in its capacity as a Lender and as an L/C Issuer):





Madison Park Funding IV Ltd. 

 	 
	 	by  	/s/ Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	For any Person requiring a second signature block:

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.





	 	 	 	 	 
	 	Name of Lender (with any Person that is an L/C Issuer executing this signature page

both in its capacity as a Lender and as an L/C Issuer):





CSAM Funding IV

 	 
	 	by  	/s/ Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	For any Person requiring a second signature block: 
	 
	 	by  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.






Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	CSAM Funding III

 	 
	 	by  	/s/  Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.







Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	Atrium V

 	 
	 	by  	Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY  	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.







Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	Atrium IV

 	 
	 	by  	Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY  	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.







Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	Atrium II

 	 
	 	by  	Thomas Flannery
 	 
	 	 	Name:  	THOMAS FLANNERY  	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.







Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	Atrium CDO

 	 
	 	by  	/s/ THOMAS FLANNERY
 	 
	 	 	Name:  	THOMAS FLANNERY 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitment and Extended Revolving Credit Loans, respectively.




	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH

 	 
	 	by  	/s/ Anca Trifan
 	 
	 	 	Name:  	Anca Trifan 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	by  	/s/   Omayra Laucella
 	 
	 	 	Name:  	Omayra Laucella 	 
	 	 	Title:  	Vice President 	 
	 




 











 





SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert
all of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively,





	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	by  	 James M. Cunningham
 	 
	 	 	Name:  	James M. Cunningham  	 
	 	 	Title:  	Duly Authorized Signatory 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.







Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	JPMorgan Chase Bank, N.A.

 	 
	 	by  	 Peter B. Thauer
 	 
	 	 	Name:  	Peter B. Thauer 	 
	 	 	Title:  	Executive Director 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.




	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	by  	/s/ James R. Fayen
 	 
	 	 	Name:  	James R. Fayen 	 
	 	 	Title:  	Deputy General Manager 	 



 









 






	 	 	 	 	 


The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.






Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	By Sumitomo Mitsui Banking Corporation

 	 
	 	/s/ Shinichiro Watanabe
 	 
	 	Name:  	Shinichiro Watanabe  	 
	 	Title:  	General Manager 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SIGNATURE PAGE TO THE

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATED TO THE TRAVELPORT LLC CREDIT AGREEMENT



The undersigned Lender hereby accepts the Revolving Credit Loan Modification Offer to convert all
of its Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit
Commitments and Extended Revolving Credit Loans, respectively.








Name of Lender (with any Person that is an L/C Issuer executing this signature page
both in its capacity as a Lender and as an L/C Issuer):



	 	 	 	 	 
	 	UBS Loan Finance LLC

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

Banking Products 
Services, US 	 
	 





For any Person requiring a second signature block:



	 	 	 	 	 
	 	 	 
	 	by  	
/s/ Joselin Fernandes
 	 
	 	 	Name:  	Joselin Fernandes  	 
	 	 	Title:  	Associate Director 

Banking Products Services, US 	 
	 




 











 





SCHEDULE 2.01A TO

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATING TO

FOURTH AMENDED AND RESTATED 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

REVOLVING CREDIT LOAN MODIFICATION AGREEMENT

RELATING TO

FOURTH AMENDED AND RESTATED 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 Credit Agreement.