exv10w2






Exhibit 10.2




EXECUTION VERSION




 




SECOND LIEN CREDIT AGREEMENT




Dated as of September 30, 2011



among



TRAVELPORT LLC,

as Borrower,



TRAVELPORT LIMITED,

as Holdings,



WALTONVILLE LIMITED,

as Intermediate Parent,



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

as TDS Intermediate Parent,



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent,



and



THE LENDERS PARTY HERETO




 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Definitions and Accounting Terms
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	2	 
	SECTION 1.02. Other Interpretive Provisions
	 	 	50	 
	SECTION 1.03. Accounting Terms
	 	 	51	 
	SECTION 1.04. Rounding
	 	 	51	 
	SECTION 1.05. References to Agreements, Laws, Etc
	 	 	51	 
	SECTION 1.06. Times of Day
	 	 	51	 
	SECTION 1.07. Timing of Payment or Performance
	 	 	51	 
	SECTION 1.08. Currency Equivalents Generally
	 	 	52	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	The Loans
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. The Loans
	 	 	52	 
	SECTION 2.02. Borrowings, Conversions and Continuations of Loans
	 	 	53	 
	SECTION 2.03. [Reserved]
	 	 	54	 
	SECTION 2.04. [Reserved]
	 	 	54	 
	SECTION 2.05. Prepayments
	 	 	54	 
	SECTION 2.06. [Reserved]
	 	 	58	 
	SECTION 2.07. Repayment of Loans
	 	 	58	 
	SECTION 2.08. Interest
	 	 	58	 
	SECTION 2.09. Fees
	 	 	59	 
	SECTION 2.10. Computation of Interest and Fees
	 	 	59	 
	SECTION 2.11. Evidence of Indebtedness
	 	 	59	 
	SECTION 2.12. Payments Generally
	 	 	60	 
	SECTION 2.13. Sharing of Payments
	 	 	62	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	Taxes, Increased Costs Protection and Illegality
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Taxes
	 	 	63	 
	SECTION 3.02. Illegality
	 	 	66	 
	SECTION 3.03. Inability to Determine Rates
	 	 	66	 
	SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on
Eurocurrency Rate Loans
	 	 	67	 
	SECTION 3.05. Funding Losses
	 	 	69	 






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	 	 	Page	 
	SECTION 3.06. Matters Applicable to All Requests for Compensation
	 	 	69	 
	SECTION 3.07. Replacement of Lenders under Certain Circumstances
	 	 	70	 
	SECTION 3.08. Survival
	 	 	72	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Conditions Precedent to Effectiveness
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Conditions to Effectiveness
	 	 	72	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Representations and Warranties
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Existence, Qualification and Power; Compliance
with Laws
	 	 	75	 
	SECTION 5.02. Authorization; No Contravention
	 	 	75	 
	SECTION 5.03. Governmental Authorization; Other Consents
	 	 	75	 
	SECTION 5.04. Binding Effect
	 	 	76	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Affirmative Covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Financial Statements
	 	 	76	 
	SECTION 6.02. Certificates; Other Information
	 	 	77	 
	SECTION 6.03. Notices
	 	 	78	 
	SECTION 6.04. Payment of Obligations
	 	 	79	 
	SECTION 6.05. Preservation of Existence, Etc
	 	 	79	 
	SECTION 6.06. Maintenance of Properties
	 	 	79	 
	SECTION 6.07. Maintenance of Insurance
	 	 	80	 
	SECTION 6.08. Compliance with Laws
	 	 	80	 
	SECTION 6.09. Books and Records
	 	 	80	 
	SECTION 6.10. Inspection Rights
	 	 	80	 
	SECTION 6.11. Covenant to Guarantee Obligations and Give Security
	 	 	80	 
	SECTION 6.12. Compliance with Environmental Laws
	 	 	83	 
	SECTION 6.13. Further Assurances and Post-Closing Conditions
	 	 	83	 
	SECTION 6.14. Designation of Subsidiaries
	 	 	85	 
	SECTION 6.15. Flood Insurance
	 	 	85	 
	SECTION 6.16. Orbitz Indebtedness
	 	 	85	 
	SECTION 6.17. Post-Closing Matters
	 	 	85	 
	SECTION 6.18. Bond Conversion Offer
	 	 	86	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	Negative Covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Liens
	 	 	87	 
	SECTION 7.02. Investments
	 	 	91	 
	SECTION 7.03. Indebtedness
	 	 	95	 
	SECTION 7.04. Fundamental Changes
	 	 	99	 
	SECTION 7.05. Dispositions
	 	 	101	 
	SECTION 7.06. Restricted Payments
	 	 	104	 
	SECTION 7.07. Change in Nature of Business
	 	 	107	 
	SECTION 7.08. Transactions with Affiliates
	 	 	107	 
	SECTION 7.09. Burdensome Agreements
	 	 	108	 
	SECTION 7.10. Accounting Changes
	 	 	109	 
	SECTION 7.11. Prepayments, Etc. of Indebtedness
	 	 	109	 
	SECTION 7.12. Equity Interests of the Borrower and Restricted Subsidiaries
	 	 	110	 
	SECTION 7.13. Holding Company; Foreign Subsidiaries
	 	 	110	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	Events of Default and Remedies
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Events of Default
	 	 	110	 
	SECTION 8.02. Remedies Upon Event of Default
	 	 	114	 
	SECTION 8.03. Exclusion of Immaterial Subsidiaries
	 	 	114	 
	SECTION 8.04. Application of Funds
	 	 	114	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	Administrative Agent and Other Agents
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Appointment and Authorization of Agents
	 	 	115	 
	SECTION 9.02. Delegation of Duties
	 	 	116	 
	SECTION 9.03. Liability of Agents
	 	 	116	 
	SECTION 9.04. Reliance by Agents
	 	 	117	 
	SECTION 9.05. Notice of Default
	 	 	118	 
	SECTION 9.06. Credit Decision; Disclosure of Information by Agents
	 	 	118	 
	SECTION 9.07. Indemnification of Agents
	 	 	118	 
	SECTION 9.08. Agents in their Individual Capacities
	 	 	119	 
	SECTION 9.09. Successor Agents
	 	 	119	 
	SECTION 9.10. Administrative Agent May File Proofs of Claim
	 	 	120	 
	SECTION 9.11. Collateral and Guaranty Matters
	 	 	121	 
	SECTION 9.12. [Reserved]
	 	 	122	 
	SECTION 9.13. Appointment of Supplemental Agents or Collateral Agents
	 	 	122	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01. Amendments, Etc
	 	 	124	 
	SECTION 10.02. Notices and Other Communications; Facsimile Copies
	 	 	126	 
	SECTION 10.03. No Waiver; Cumulative Remedies
	 	 	129	 
	SECTION 10.04. Attorney Costs, Expenses and Taxes
	 	 	129	 
	SECTION 10.05. Indemnification by the Borrower
	 	 	130	 
	SECTION 10.06. Payments Set Aside
	 	 	131	 
	SECTION 10.07. Successors and Assigns
	 	 	131	 
	SECTION 10.08. Confidentiality
	 	 	135	 
	SECTION 10.09. Setoff
	 	 	136	 
	SECTION 10.10. Interest Rate Limitation
	 	 	136	 
	SECTION 10.11. Counterparts
	 	 	137	 
	SECTION 10.12. Integration
	 	 	137	 
	SECTION 10.13. Survival of Representations and Warranties
	 	 	137	 
	SECTION 10.14. Severability
	 	 	137	 
	SECTION 10.15. Tax Forms
	 	 	137	 
	SECTION 10.16. GOVERNING LAW
	 	 	140	 
	SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	140	 
	SECTION 10.18. Binding Effect
	 	 	140	 
	SECTION 10.19. Judgment Currency
	 	 	141	 
	SECTION 10.20. Lender Action
	 	 	141	 
	SECTION 10.21. USA PATRIOT Act
	 	 	141	 
	SECTION 10.22. Intercreditor Agreement
	 	 	141	 






	 	 	 	 	 
	SCHEDULES	 
	 
	 	1.01	A	 	Certain Security Interests and Guarantees

	 	1.01	B	 	Unrestricted Subsidiaries

	 	1.01	C	 	Excluded Subsidiaries

	 	2.01	(a)	 	Initial Tranche A Term Lenders

	 	2.01	(b)	 	Initial Tranche B Term Lenders

	 	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







iv









 





EXHIBITS




Form of




	 	 	 

	A

	 	Committed Loan Notice
	B

	 	Note
	C

	 	Compliance Certificate
	D

	 	Assignment and Assumption
	E

	 	Guaranty
	F

	 	Security Agreement
	G

	 	Intellectual Property Security Agreement
	H

	 	Intercreditor Agreement
	I

	 	Tranche A Intercompany Note
	J

	 	Tranche B Intercompany Note






v









 






EXECUTION VERSION





     SECOND LIEN CREDIT AGREEMENT, dated as of September 30, 2011,
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.A.R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS
Intermediate Parent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Collateral Agent, and each Lender from time to time party hereto.



PRELIMINARY STATEMENTS




          WHEREAS, capitalized terms used in these Recitals shall have the respective
meanings set forth for such terms in Section 1.01 hereof;



          WHEREAS, the direct parent of Holdings, Travelport Holdings Limited
(“THL”),
has issued indebtedness under Credit Agreement dated as of March 27, 2007 (the
“Original Holdco Credit Agreement”) among THL, Credit Suisse, Cayman Islands
Branch, as the Administrative Agent, the lenders and other financial institutions
party thereto (“THL Lenders”);



          WHEREAS, the maturity of the indebtedness outstanding under the Original
Holdco Credit Agreement requires the restructuring of the indebtedness of THL,
Holdings and the Borrower;



          WHEREAS, the extension of the Tranche A Term Loans and the Tranche B Term
loans to the Borrower is necessary to induce the THL Lenders to agree to reduce the
principal amount of and to extend the maturity of the indebtedness outstanding
under the Original Holdco Credit Agreement;



          WHEREAS, the Borrower acknowledges that the reduction of the principal amount
and the extension of the maturity of the indebtedness outstanding under the
Original Holdco Credit Agreement represent substantial value to the Borrower and
such reduction and extension of maturity of the indebtedness outstanding under the
Original Holdco Credit Agreement, as well as the extension of the Tranche A Term
Loans and the Tranche B Term Loans, are in the best interests of the Borrower;



          WHEREAS, the Lenders have agreed to extend certain loans to the Borrower, on
the terms and subject to the conditions set forth herein, consisting of (a)
$135,000,000 aggregate



 









 




principal amount of Tranche A Term Loans and (b) $207,500,000 aggregate principal amount of Tranche
B Term Loans;




          WHEREAS, the Borrower and the Guarantors have agreed to satisfy, and to cause
their respective Subsidiaries to satisfy, the Collateral and Guarantee Requirement,
as applicable.



          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto 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.



          “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.



2









 





          “Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Rate
Borrowing for any Interest Period, an interest rate per annum equal to the LIBO
Rate in effect for such Interest Period multiplied by a fraction (expressed as a
decimal), the numerator of which is one (1.00) and the denominator of which is one
(1.00) minus the applicable Statutory Reserves for such Interest Period.



          “Administrative Agent” means Wells Fargo Bank, National Association, 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.



          “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
and the Supplemental Agents (if any).



          “Agreement” means this Second Lien Credit Agreement.



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



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



	 	 	 
	Eurocurrency Rate for	 	Base Rate for
	Loans	 	Loans
	6.00%
	 	5.00%






3









 





          “Appropriate Lender” means, at any time, with respect to Loans of any Class,
the Lenders of such Class.



          “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.



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



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



          “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 audited combined balance sheets of
Holdings and its Subsidiaries as of each of December 31, 2010, 2009 and 2008, and
the related audited consolidated statements of income, stockholders’ equity and
cash flows for Holdings and its Subsidiaries for the fiscal years ended December
31, 2010, 2009 and 2008, respectively.



          “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 announced to the Borrower from time to time by Wells Fargo
as its “prime rate.” The “prime rate” is a rate set by Wells Fargo based upon
various factors, including Wells Fargo’s 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 Wells Fargo shall take effect at the
opening of business on the day specified in the announcement of such change.



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



4









 





          “Bond Conversion Offer” means an offer by the Borrower to convert any and all
Loans into a like aggregate principal amount of debt securities of the Borrower
(the “Conversion Bonds”) that are identical in all material respects to the Loans
and guaranteed, to the extent applicable, on a secured basis by each Guarantor of
the Loans, except that (i) interest thereon shall accrue from the last date on
which accrued and outstanding interest was paid in full on the Loans (including
pursuant to Section 2.08(e)) or, if no such interest has been paid, from the
Closing Date and (ii) the Conversion Bonds shall be entitled to the benefits of a
trust indenture that is identical in all material respects to this Agreement as in
effect prior to the Consummation Date (other than such changes to the trust
indenture as are necessary to comply with the TIA with respect to securities of
this nature) (such indenture, the “Indenture”).



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



          “Borrower Materials” has the meaning specified in Section 10.02(a).



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



          “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, if such day relates to any
interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements,
settlements and payments 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.



          “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)
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



5









 




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 any First Lien Loans pursuant to Section 2.05(b) of the First Lien Credit
Agreement or Indebtedness pursuant to Section 2.05(b) hereof, (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 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;



6









 






     (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);




     (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



7









 






     (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.



          “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.



          “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
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 document
pertaining to the First Lien Credit Agreement, the 2016 Senior Notes, the High
Yield



8









 







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 Tranche A Term Lenders or Tranche B Term Lenders and (b) when used with respect
to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such
Borrowing, are Tranche A Term Loans or Tranche B Term Loans.



          “Closing Date” means September 30, 2011.



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



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



          “Collateral Agent” means Wells Fargo Bank, National Association, 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 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 Closing 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;



9









 






     (d) the Obligations and the Guaranties delivered on or prior to the Closing Date shall
have been secured by a second-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 Closing 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 Closing 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) subject to the Intercreditor Agreement and Section 6.11(c), with respect to each
domestic deposit account and other domestic bank and securities accounts (other than
Excluded Accounts (as defined in the Security Agreement)), maintained by the Borrower or
any Domestic Guarantor with any depositary bank or securities intermediary, the Collateral
Agent shall have 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, as soon as practicable but in no event later than one
hundred twenty (120) days after the Discharge Date (or such longer period as the
Administrative Agent may agree in writing in its reasonable discretion);




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




     (h) subject to Section 6.17, the Collateral Agent shall have received (i) counterparts
of a second lien 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 6.17 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 company
insuring the Lien of each such



10









 




Mortgage as a valid second-priority 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 existing available 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 second-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
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



11









 







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 Closing 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, (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 Closing Date and, to the extent
appropriate in the applicable jurisdiction, as agreed between the Administrative
Agent and the Borrower and (c) Orbitz TopCo and its Subsidiaries shall not be
subject to the Collateral and Guarantee Requirements other than pursuant to Section
6.16.



          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 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 Tranche A Term Loans until
the Permitted Transfer Date.



12









 





          “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.



          “Committed Loan Notice” means a notice of (a) a conversion of Loans from one
Type to the other, or (b) 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.



          “Communications” has the meaning specified in Section 10.02(a).



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



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



          “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;



13









 






     (iv) Non-Cash Charges;




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



14









 






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




     (ii) 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);




     (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



15









 







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”, an adjustment in respect of each Acquired Entity
or Business equal to the amount of the Pro Forma Adjustment with respect to such
Acquired 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 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



16









 




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 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) 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 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), (e) any income (loss)
for such period attributable to the early extinguishment of Indebtedness and (f) (i) accruals and
reserves that are established within twelve months after August 23, 2006 that are so required to be
established as a result of the First Lien 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 First Lien Original Closing Date Transaction, any acquisition consummated prior to
the 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, 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 Technologies Inc.




          “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 First Lien
Original Closing Date 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)
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



17









 




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 First Lien
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 First Lien Synthetic L/C Facilities or the First Lien
Credit-Linked Deposits, except to the extent of First Lien Unreimbursed Amounts thereunder and
outstanding First Lien Tranche S Term Loans and First Lien Non-Extended Synthetic L/C 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, First Lien Loans and L/C Obligations to the
extent otherwise included therein, (iii) the current portion of interest and (iv)
the current portion of current and deferred income taxes.



          “Consummation Date” has the meaning specified in Section 6.18.



          “Continuing Directors” means the directors of Holdings on the First Lien
Original Closing Date, as elected or appointed after giving effect to the First
Lien Original Closing Date Transaction 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).



          “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.



18









 





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



          “Conversion Bonds” has the meaning specified in the definition of “Bond
Conversion Offer.”



          “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.



          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the
Applicable Rate, if any, applicable to Base Rate Loans 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)
otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest
extent permitted by applicable Laws.



          “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).



          “Discharge Date” has the meaning specified in Section 6.11(c).



          “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
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.



19









 





          “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), (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 Maturity Date.



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



          “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



20









 




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 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).



          “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



21









 




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.




          “Escrow Agreement” has the meaning specified in the PIK Credit Agreement.



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



          “Eurocurrency Rate” means, when used in reference to any Loan or Borrowing, a
reference to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.



          “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on
the Eurocurrency Rate.



          “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:




     (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:



22









 






     (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
Indebtedness 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 all other prepayments of
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,




     (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,



23









 






     (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, as amended, and the
rules and regulations of the SEC promulgated thereunder.



          “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




24












 




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 1.01C 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.




          “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 Wells
Fargo on such day on such transactions as determined by the Administrative Agent.




          “First Lien Credit-Linked Deposit” means “Credit-Linked Deposit” as defined in the First Lien
Credit Agreement.




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




          “First Lien Credit Agreement” means the Fourth Amended and Restated Credit Agreement, dated as
of August 23, 2006, as amended and restated on September 30, 2011, among the Borrower, Holdings,
the First Priority Administrative Agent, the First Priority Collateral Agent, UBS AG, Stamford
Branch, as L/C issuer and as swing line lender, each lender






25









 







from time to time party thereto and the other agents and arrangers named therein, and as further
amended, amended and restated, supplemented or otherwise modified from time to time; provided that
the term First Lien Credit Agreement shall 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 Lien
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 Lien Credit Agreement). Any
reference to the First Lien Credit Agreement herein shall be deemed a reference to any First Lien
Credit Agreement then in existence.




          “First Lien Credit Agreement Permitted Refinancing Indebtedness” means “Permitted Refinancing
Indebtedness” as defined in the First Lien Credit Agreement as in effect on the date hereof.




          “First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation” means
“Permitted Refinancing Indebtedness Documentation” as defined in the First Lien Credit Agreement as
in effect on the date hereof.




          “First Lien Debt Documents” means each First Lien Credit Agreement, the First Lien Collateral
Documents and the other “Loan Documents” as defined in any First Lien Credit Agreement, including
each mortgage and other security documents, guaranties and the notes, if any, issued thereunder.




          “First Lien Loans” means the senior secured first lien loans under the First Lien Credit
Agreement (or any other Indebtedness under the First Lien Credit Agreement that refinances such
senior secured first lien loans).




          “First Lien Non-Extended Synthetic L/C Loans” means “Non-Extended Synthetic L/C Loans” as
defined in the First Lien Credit Agreement.




          “First Lien Original Closing Date” means August 23, 2006.




          “First Lien Original Closing Date Transactions” means “Transactions” as defined in the First
Lien Credit Agreement as in effect on the date hereof.




          “First Lien Secured Hedge Agreements” means “Secured Hedge Agreements” as defined in the First
Lien Credit Agreement.






26









 








          “First Lien Secured Parties” means the First Priority Administrative Agent, the First Priority
Collateral Agent and each person that is a lender or other secured party under the First Lien
Credit Agreement.




          “First Lien Synthetic L/C Facilities” means “Synthetic L/C Facilities” as defined in the First
Lien Credit Agreement.




          “First Lien Tranche S Collateral Account” means “Tranche S Collateral Account” as defined in
the First Lien Credit Agreement.




          “First Lien Tranche S Term Loans” means “Tranche S Term Loans” as defined in the First Lien
Credit Agreement.




          “First Lien Unreimbursed Amount” means “Unreimbursed Amount” as defined in the First Lien
Credit Agreement.




          “First Priority Administrative Agent” has the meaning assigned to such term in the
Intercreditor Agreement.




          “First Priority Collateral Agent” has the meaning assigned to such term in the Intercreditor
Agreement.




          “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.





27









 








          “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 the First Lien Loans.




          “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 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
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





28









 







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
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.




          “Guarantors” 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 second lien 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 E and (b) each other second lien guaranty and second lien 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.




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




          “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 Indentures and the
Senior Subordinated Notes Indenture.




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




          “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:







29









 









     (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 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.




30









 








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




          “Indemnitees” has the meaning specified in Section 10.05.




          “Indenture” has the meaning specified in the definition of “Bond Conversion Offer.”




          “Information” has the meaning specified in Section 10.08.




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




          “Intercreditor Agreement” means (i) the Intercreditor Agreement, substantially in the form of
Exhibit H, among the Administrative Agent, the Collateral Agent, the First Priority Administrative
Agent, the First Priority Collateral Agent, the Borrower and the other Loan Parties or (ii) any
other intercreditor agreement among the Administrative Agent, the Collateral Agent, the First
Priority Administrative Agent (if then in effect), the First Priority Collateral Agent (if then in
effect), the Borrower and the other Loan Parties and the other parties party thereto on terms that
are no less favorable in any material respect to the Secured Parties as those contained in the form
attached as Exhibit H, in each case, as amended, restated, supplemented or otherwise modified from
time to time (or replaced in connection with a Permitted Refinancing).




          “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; 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; and (b) as to any Base Rate Loan, the
last Business Day of each March, June, September and December and the Maturity Date.




          “Interest Period” means, 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 three months thereafter; 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;



31









 






     (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.



          “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 Fund” means an Affiliate of Holdings that is primarily engaged in, or advises
funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise
investing in commercial loans, bonds and similar extensions of credit in the ordinary course and
with respect to which Holdings does not, directly or indirectly, actually direct or cause the
direction of the investment policies of such entity.




          “Investment Transaction” means, (a) the contribution of the Tranche A Term Loans to Travelport
Guarantor as a capital contribution, (b) the guaranty by Travelport Guarantor of certain
obligations under the PIK Credit Agreement and the pledge of the Tranche A Term Loans to secure
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.





32









 








          “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.




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




          “Junior Financing” has the meaning specified in Section 7.11(a).




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




          “L/C Obligations” has the meaning specified in the First Lien
Credit Agreement.




          “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.




          “Lender” means a Tranche A Term Lender or a Tranche B Term Lender, as the context may require,
and their respective successors and assigns as permitted hereunder.




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




          “LIBO Rate” means, with respect to any Eurocurrency Rate Borrowing for any Interest Period,
the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time)
on the date that is two Business Days prior to the commencement of such Interest Period by
reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as
set forth by Bloomberg Information Service or any successor thereto or any other service selected
by the Administrative Agent which has been nominated by the British Bankers’ Association as an
authorized information vendor for the purpose of displaying





33









 







such rates) for a period equal to such Interest Period; provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the
“LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the
average of the rates per annum at which deposits in Dollars are offered for such relevant Interest
Period to major banks in the London interbank market in London, England by the Administrative Agent
at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the
beginning of such Interest Period.




          “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 in the
form of a Tranche A Term Loan or a Tranche B Term Loan, as the context may require.




          “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty
and (iv) the Collateral Documents.




          “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 the First Lien Credit Agreement as
in effect on the date hereof.




          “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.





34









 








          “Maturity Date” means December 1, 2016.




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




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




          “Mortgage” means a mortgage document in form and substance substantially similar to the
Mortgage (as defined in and delivered pursuant to the First Lien Credit Agreement) secured on a
second-priority basis.




          “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.




          “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, the First Lien Debt 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



35









 






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 $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 $21,750,000 (and thereafter only 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.



          “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).




          “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.





36









 








          “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 First Lien Loans or 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 a Junior Financing pursuant to Section 7.02(n), 7.06(g)(i), 7.06(i) or 7.11(a).




          “Note” means any promissory note of the Borrower payable to a Lender (or its registered
assigns) evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from
extensions of credit made by such Lender hereunder, which shall be in substantially the form set
forth in Exhibit B or in such other form reasonably satisfactory to the Borrower, the
Administrative Agent and the applicable Lender.




          “Notice Date” has the meaning specified in Section 6.18.




          “Obligations” means all 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, 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. 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, 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.




          “Opt-out Notice” has the meaning specified in Section 6.18.




          “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 the initial public offering of common Equity Interests of Orbitz Worldwide,
Inc., completed on July 25, 2007.






37









 








          “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 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 Holdco Credit Agreement” has the meaning specified in the recitals to this
Agreement.




          “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).




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




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




          “Patriot Act” has the meaning specified in Section 4.01(h).




          “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.





38









 








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




          “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.




          “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) or 7.03(v), 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) or 7.03(v), 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) or 7.03(t), (i) to the
extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated
in right of payment to the





39









 







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 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 Loans; provided that (i) the stated final
maturity of such Indebtedness is not earlier than 91 days after the 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 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 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 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 Loans outstanding as of
the date of incurrence thereof, (iii) such 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 Indebtedness shall be applied, on the date of the incurrence thereof to
repay or prepay all or any portion of the outstanding Loans, (v) such Indebtedness shall not be
secured by any Lien on any property or assets of Holdings or any Subsidiary, provided that any such
Indebtedness 100% of the Net Cash Proceeds of which are applied in accordance with clause (iv)
above may be secured on a second priority basis by such property and assets of Holdings and the
Subsidiaries as secure the Obligations, and (vi) 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.





40









 








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




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




          “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, 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.




          “Platform” has the meaning specified in Section 10.02(a).




          “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.




          “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-




41









 







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
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) to the extent applicable, the Pro Forma
Adjustment shall have been made and (B) 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 Loans
outstanding of such Lender of the applicable Class or Classes at such time and the denominator of
which is the amount of the aggregate principal amount of Loans outstanding of the applicable Class
or Classes at such time; provided that if all Loans have been repaid, then the Pro Rata Share of
each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to
such repayment; provided further that the Pro Rata Share of each Lender shall be determined based
on the Pro Rata Share of such Lender after giving effect to any subsequent assignments made
pursuant to the terms hereof.







42









 








          “Public Lender” has the meaning specified in Section 10.02(a).




          “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.




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




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




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




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




          “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” has the meaning specified in Section 6.18.




          “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the
Total Outstandings; provided that the portion of Total
Outstandings held or deemed held by Holdings or any Affiliate thereof (other than an
Investment Fund) 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. 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,




43









 







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.




          “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 First Lien Credit
Agreement, (b) the formation of Travelport Guarantor, (c) the execution, delivery and performance
by the Loan Parties of the Loan Documents to which they are a party on the Closing Date, (d) the
incurrence by the Borrower of the Loans made on the Closing Date, (e) the sale of the Loans to
Holdings on the Closing 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 $85,000,000
cash dividend to Travelport Holdings on the Closing Date, (g) the dividend of the Tranche B Term
Loans by Holdings to Travelport Holdings on or after the Closing 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 Closing Date and (i) the payment of fees and expenses in connection
with any such other transaction or any of the foregoing.




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




          “Same Day Funds” means immediately available funds.




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




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





44









 








          “Security Agreement” means, collectively, the Second Lien Security Agreement executed by the
Loan Parties, substantially in the form of Exhibit F, 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 and (b) €160,000,000 in aggregate
principal amount of the Borrower’s 107/8% senior euro 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).




45









 








          “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.




          “Statutory Reserves” means, for any Interest Period for any Eurocurrency Rate Borrowing in
Dollars, the average maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during such Interest Period under Regulation D by
member banks of the United States Federal Reserve System in New York City with deposits exceeding
one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D).
Eurocurrency Rate Borrowings shall be deemed to constitute Eurocurrency liabilities and to be
subject to such reserve requirements without benefit of or credit for proration, exceptions or
offsets which may be available from time to time to any Lender under Regulation D.




          “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.




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




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




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





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          “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).




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




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




          “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). A Test Period may be designated by
reference to the last day thereof (i.e., the “March 31, 2012 Test Period” refers to the period of
four consecutive fiscal quarters of Holdings ended March 31, 2012), and a Test Period shall be
deemed to end on the last day thereof.




          “THL” has the meaning specified in the recitals to this Agreement.




          “THL Lenders” has the meaning specified in the recitals to
this Agreement.






47









 








          “Threshold Amount” means $47,125,000.




          “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).




          “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, with respect to the Tranche A Term Loans and Tranche B Term Loans,
on any date, the principal amount outstanding thereof after giving effect to any borrowings and
prepayments or repayments of the Tranche A Term Loans and Tranche B Term Loans, as the case may be,
occurring on such date.




          “Tranche A Intercompany Note” means that certain subordinated promissory note, dated as of the
Closing Date made by Holdings to the Borrower in an amount equal to the initial aggregate principal
amount of the Tranche A Term Loans made on the Closing Date, which shall be substantially in the
form of Exhibit I.




          “Tranche B Intercompany Note” means that certain subordinated promissory note, dated as of the
Closing Date made by Holdings to the Borrower in an amount equal to the initial aggregate principal
amount of the Tranche B Term Loans made on the Closing Date, which shall be substantially in the
form of Exhibit J.




          “Tranche A Term Lender” means, at any time, any Lender that
has a Tranche A
Term Loan at such time.




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




          “Tranche A Term Loan” has the meaning specified in Section
2.01(a).




          “Tranche B Term Loan” has the meaning specified in Section
2.01(b).




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          “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.




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




          “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.




          “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.




          “Unrestricted Subsidiary” means (a) each Subsidiary of Holdings listed on Schedule
1.01B 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 Closing Date, and any Subsidiary
of such Subsidiary.




          “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.





49









 








          “Wells Fargo” means Wells Fargo Bank, National Association and its successors.




          “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.




          “Worldspan Closing Date” means “Worldspan Closing Date” as defined in the First Lien Credit
Agreement as in effect on the date hereof.




          “Worldspan Transactions” means “Worldspan Transactions” as defined in the First Lien Credit
Agreement as in effect on the date hereof.




          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.




     (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.



          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”.




50









 








          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 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.




          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






51









 







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). 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 and 7.06, 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.



ARTICLE II




THE LOANS



     SECTION 2.01.The Loans.




     (a) The Tranche A Term Borrowings. On the Closing Date, upon satisfaction of the
applicable conditions set forth in Section 4.01, the Tranche A Lender shall extend
credit to the Borrower by delivering the Tranche A Intercompany






52









 






Note to the Borrower, which extension of credit (i) shall be denominated in Dollars, and (ii)
shall be made in that aggregate principal amount set forth on Schedule 2.01(a) hereto (each
such extension of credit, a “Tranche A Term Loan”). Tranche A Term Loans may be Base Rate Loans
or Eurocurrency Rate Loans, as further provided herein.



          (b) The Tranche B Term Borrowings. On the Closing Date, upon satisfaction of the
applicable conditions set forth in Section 4.01, the Tranche B Lender shall extend credit to
the Borrower by delivering the Tranche B Intercompany
Note to the Borrower, which extension of credit (i) shall be denominated in Dollars and
(ii) shall be made in that aggregate principal amount set forth on Schedule 2.01(b) hereto
(each such extension of credit, a “Tranche B Term Loan”). Tranche B Term Loans may be Base Rate
Loans or Eurocurrency Rate Loans, as further provided herein.




     SECTION 2.02. Borrowings, Conversions and Continuations of Loans.



          (a) Each conversion of 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) (i) three (3) Business
Days prior to the requested date of any continuation of Eurocurrency Rate Loans denominated in
Dollars or any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in Dollars
and (ii) one (1) Business Day before the requested date of any 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 conversion to
or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a
whole multiple of $500,000 in excess thereof. Each 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 conversion of Tranche A Term Loans or Tranche B Term Loans from one Type to the
other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the conversion
or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount
and Class of Loans to be converted or continued and (iv) the Type of Loans to which existing
Loans are to be converted. 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 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.







53









 








          (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 conversion or
continuation of Loans, 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).




          (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 Wells Fargo prime rate used in determining the Base Rate promptly following the announcement
of such change.




          (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more than eight (8)
Interest Periods in effect.




     SECTION 2.03. [Reserved].



     SECTION 2.04. [Reserved].



     SECTION 2.05. Prepayments.



               (a) Optional.




          (i) Subject to Section 8.04, and so long as all amounts outstanding under the First Lien
Credit Agreement have been paid in full in Same Day Funds and there are no commitments or letters
of credit outstanding under the First Lien Credit Agreement (unless fully cash collateralized), the
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily
prepay Loans of any Class, in whole or in part, without premium or penalty; provided that (A) such
notice must be received by





54












 






the Administrative Agent not later than 12:00 p.m. (New York, New York time) (1) three
(3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (2) on the
date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be
in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and
(C) 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. Each such notice shall specify the date and amount of such
prepayment and the Class(es) and Type(s) of Loans to be prepaid and shall be irrevocable,
except as permitted under Section 2.05(b). 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 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) Notwithstanding anything to the contrary contained in this Agreement,
the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if
such prepayment would have resulted from a refinancing of all of the Loans,
which refinancing shall not be consummated or shall otherwise be delayed.




          (iii) Each voluntary prepayment of 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.



          (b) Mandatory. The provisions of this paragraph (b) shall be subject to Section
2.05(d) below.





          (i) Subject to Section 8.04, and 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 principal amount of the
Loans then outstanding 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 (as defined in the First Lien Credit Agreement)
during such fiscal year and (ii) all voluntary prepayments of Revolving Credit
Loans (as defined in the First Lien Credit Agreement) during such fiscal year
to the extent the Revolving Credit Commitments (as defined in the First Lien
Credit Agreement) are voluntarily permanently reduced by the amount of such
payments, in the



55









 






case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are
not funded with the proceeds of Indebtedness.




          (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(o), five (5) Business Days) after
the date of the realization or receipt of such Net Cash Proceeds an aggregate
principal amount of the Loans then outstanding equal to 100% (or, in the case of a
Disposition made solely pursuant to Section 7.05(n), such lesser percentage of Net
Cash Proceeds as may be specified in Section 7.05(n) 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(o), 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(o)) 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 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
(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 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 principal amount of the



56









 






Loans then outstanding 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) [Reserved].




          (v) Each prepayment of Loans pursuant to this Section 2.05(b) shall be allocated
among the Classes of Loans on a ratable basis and, within each Class of 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).




          (vi) The Borrower shall notify the Administrative Agent in writing of any
mandatory prepayment of 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 prepayment of 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 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 Loans to be rejected, any such failure will be deemed an
acceptance of the total amount of such mandatory repayment of Loans. In the event a
Lender rejects all or any portion of its Pro Rata Share of any mandatory prepayment of
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), 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
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 (which shall be under the sole dominion and
control of the Administrative Agent and otherwise reasonably satisfactory to the
Administrative Agent)



57









 






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 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.




          (d) Repayment of First Lien Credit Agreement. Notwithstanding the
foregoing provisions of this Section 2.05, no prepayment of the Loans shall
be made pursuant to this Section 2.05 until all amounts outstanding under the
First Lien Credit Agreement and the other First Lien Debt Documents have been
paid in full in Same Day Funds and there are no commitments or letters of
credit outstanding under the First Lien Credit Agreement (unless fully cash
collateralized).



          SECTION 2.06. [Reserved].




          SECTION 2.07. Repayment of Loans. The Borrower shall repay to the
Administrative Agent for the ratable account of the Lenders on the Maturity Date for
the Loans, the aggregate principal amount of all Loans outstanding on such date.




          SECTION 2.08. Interest.





          (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency
Rate 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; and (ii) each Base Rate Loan
shall bear interest on the outstanding principal amount thereof from the
Closing Date at a rate per annum equal to the Base Rate plus the Applicable
Rate.




          (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.



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          (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) Subject to Section 2.08(e), interest on each Loan shall be payable
in Dollars.




          (e) Accrued interest on the Loans shall be capitalized as of and added
to principal on each Interest Payment Date; provided that the Borrower shall,
if the First Lien Leverage Ratio (as defined in the First Lien Credit
Agreement as in effect on the date hereof) as of the end of the most recent
Test Period is below 3.00:1, pay any such accrued interest in cash to the
extent permitted under the First Lien Credit Agreement (as in effect on the
Closing Date). The Borrower shall notify the Administrative Agent (and a
Responsible Officer of the Borrower shall certify to the Administrative Agent
that the First Lien Leverage Ratio as of the most recent Test Period is below
3:00:1) of such cash payment no later than two Business Days prior to making
such payment.



          SECTION 2.09. 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 Wells Fargo’s “prime
rate” shall be made on the basis of a year of three hundred and sixty-five/three
hundred and sixty-six (365/366) 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 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 Loans 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



59









 






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 Loans
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. 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) Entries made in good faith by the Administrative Agent in the Register
pursuant to Sections 2.11(a), and by each Lender in its account or accounts
pursuant to Section 2.11(a), 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. 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 after 2:00 p.m. (New York City time) may, in the sole
discretion of the Administrative Agent, 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



60









 






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
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 Federal Funds 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 Federal Funds 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 make Loans pursuant to Section 2.01 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.







61









 









          (d) 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 Total
Outstandings.



          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 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, 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 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.







62









 








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 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 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,



63









 






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 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 (e) 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).




          (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



64









 






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 would prejudice its



65









 






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 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).




          (i) Each of the Borrower and the Lenders shall treat each of the Tranche
A Term Loans and the Tranche B Term Loans as debt for U.S. federal income tax
purposes and will not take any position on any federal, state or local income
or franchise tax return or take any other reporting position that is
inconsistent with the treatment of the Extended Tranche A Loan and the
Extended Tranche B Loan as debt for U.S. federal income tax purposes.



          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






66









 







that the Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding
such Loan, 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,
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 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 conversion to or
continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such
request into a request for a conversion to or continuation of Base Rate Loans in the amount
specified therein.




          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
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, 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 or (iii) reserve requirements contemplated by Section
3.04(c)), 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.




          (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 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



67









 






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 equal to the actual costs of such
reserves allocated to such Loan 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 funding of the
Eurocurrency Rate Loans, 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 Loan 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, 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 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).



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          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) 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.




          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 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



69









 






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 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 Pro Rata Share.



          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



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Loans as a result of any condition described in Section 3.02 or Section 3.04 or (ii) 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
outstanding 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 outstanding 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, 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, any Lender that
acts as the Administrative 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.”



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          SECTION 3.08. Survival. All of the Borrower’s obligations under this Article 3
shall survive repayment of all other Obligations hereunder.




ARTICLE IV




CONDITIONS PRECEDENT TO EFFECTIVENESS




          SECTION 4.01. Conditions to Effectiveness. The effectiveness of this
Agreement is subject to the satisfaction of the following conditions precedent:





	 	(a)	 	The Administrative Agent’s receipt of 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, each in form and substance
reasonably satisfactory to the Administrative Agent and its legal counsel:






	 	(i)	 	executed counterparts of this Agreement, the Intercreditor Agreement and each
Guaranty;
	 
	 	(ii)	 	a Note executed by the Borrower in favor of each Lender, upon the request of any
Lender made through the Administrative Agent;
	 
	 	(iii)	 	each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan
Party thereto, together with, evidence that all other 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;
	 
	 	(iv)	 	a Perfection Certificate with respect to the Loan Parties dated as of the Closing
Date,
	 
	 	(v)	 	in respect of each Loan Party, a certificate of such Loan Party attaching (i) a
copy of its Organization Documents and, to the extent applicable, certified as of the
Closing Date or a recent date prior thereto by the appropriate governmental authority;
(ii) signature and incumbency certificates of the officers of such Loan Party
executing the Loan Documents to which such Loan Party is a Party; (iii) resolutions of
the board of directors, board of managers or similar governing body (and, if
applicable, of the shareholders or members) of such Loan Party approving and
authorizing the execution, delivery and performance of the Loan




72









 






	 	 	 	Documents to which such Loan Party is a party or is to be a party on the Closing Date,
certified as of the Closing Date by its secretary, an assistant secretary, director,
counsel, attorney or other Responsible Officer as being in full force and effect
without modification or amendment; (iv) if applicable in the jurisdiction of
incorporation, organization or formation, as applicable, of such Loan Party, a good
standing, status or similar certificate from the applicable governmental authority of
such Loan Party’s jurisdiction of incorporation, organization or formation, each dated
the Closing Date or a recent date prior thereto; and (v) other certificates of
Responsible Officers of such Loan Party as the Administrative Agent may reasonably
require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which such Loan Party is a party or is to be a party
on the Closing Date;






	 	(vi)	 	a certificate signed by a Responsible Officer of the Borrower certifying that (x) since
December 31, 2010 there has been no Material Adverse Effect and (y) as of the Closing Date,
after giving effect to the Loans made on the Closing Date, no Default or Event of Default
exists hereunder and no “Default” or “Event of Default” exists under and as defined in the
First Lien Credit Agreement;
	 
	 	(vii)	 	a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the
Closing Date after giving effect to the Restructuring Transaction, from the Chief Financial
Officer of the Borrower;
	 
	 	(viii)	 	evidence that all insurance (other than title insurance) required to be maintained
pursuant to the Loan Documents has been obtained and is in effect and that, subject to the
terms of the Intercreditor Agreement, the Collateral Agent has been named as loss payee and
additional insured under each insurance policy with respect to such insurance as to which the
Collateral Agent shall have requested to be so named; and
	 
	 	(ix)	 	copies of recent Lien search results in each jurisdiction reasonably requested by the
Collateral Agent with respect to the Loan Parties.






	 	(b)	 	All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall
have been paid in full in cash.
	 
	 	(c)	 	The Borrower and the Administrative Agent shall each have executed a fee letter between the
Borrower and the Administrative Agent and the Borrower shall have




73









 






	 	 	 	paid to the Administrative Agent any fees required to be paid on or prior to the
Closing Date as provided therein.
	 
	 	(d)	 	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 Closing Date; 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.
	 
	 	(e)	 	No Default shall exist or would result from the Loans made on the Closing Date.
	 
	 	(f)	 	The Administrative Agent shall have received copies of opinions from (i) Skadden, Arps,
Slate, Meagher & Flom LLP, New York counsel to the Borrower, which shall, in addition to the
customary opinions addressed below, also include validity and perfection of liens and (ii)
Bermuda, Gibraltar and Luxembourg counsel to the Borrower, each such opinion addressed to the
Administrative Agent and each Lender and addressing due authorization, execution and delivery
and enforceability of the Loan Documents.
	 
	 	(g)	 	The Administrative Agent shall have received a form UCC-1 financing statement for each
Loan Party, naming such Loan Party as debtor and the Collateral Agent as secured party, in
proper form for filing in the applicable filing office.
	 
	 	(h)	 	Each Lender shall have received all documentation and other information requested by each
Lender at least five (5) Business Days prior to the Closing Date and required by bank
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107 56 (signed
into law October 26, 2001)) (the “Patriot Act”).





ARTICLE V




REPRESENTATIONS AND WARRANTIES




          The Borrower represents and warrants to the Agents and the Lenders on the Closing
Date that:







74









 








          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 Restructuring Transaction, are within such Loan
Party’s corporate or other powers, have been duly authorized by all 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 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.







75









 








          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.




ARTICLE VI




AFFIRMATIVE COVENANTS




          Until the Consummation Date, 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 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



76









 






          (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;




          (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;




          (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



77









 






of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms
of the First Lien Credit Agreement, 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 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 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 after obtaining knowledge thereof, notify
the Administrative Agent:






78









 









          (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 First 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) or (b) (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 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,







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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 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






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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 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
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 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



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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;




          (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) after the 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



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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) with respect to each domestic deposit account and other domestic
bank and securities accounts (other than Excluded Accounts (as defined in the
Security Agreement)), maintained by the Borrower or any Domestic Guarantor
with any depositary bank or securities intermediary, subject to the
Intercreditor Agreement and upon receipt of a written notice from the First
Priority Administrative Agent to the applicable depositary bank or securities
intermediary, with a copy to the Borrower or any Domestic Guarantor, as
applicable, that a Discharge of First Priority Claims (as defined in the
Intercreditor Agreement) has occurred (such date, the “Discharge Date”), the
Borrower and each applicable Domestic Guarantor, shall enter into a control
agreement with such depositary bank or securities intermediary as soon as
practicable but in no event later than one hundred and twenty (120) days of
the Discharge Date (or such longer period as the Administrative Agent may
agree in writing in its reasonable discretion).



          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 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 or the
Required Lenders (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 or
the Required Lenders may reasonably request from time to time in order to
carry out more effectively the purposes of the Collateral Documents.



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          (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 second priority 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 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.




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          SECTION 6.14. Designation of Subsidiaries. The board of directors of Holdings may
at any time on or prior to the Closing 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 and (ii) no Subsidiary (other than Orbitz TopCo and its Subsidiaries) may be
designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the
First Lien Credit Agreement or any Junior Financing, as applicable. Orbitz TopCo and its
Subsidiaries shall continue to be Unrestricted Subsidiaries unless and until designated as a
Restricted Subsidiary in accordance with the other provisions of the Loan Documents, and of the
First Lien Debt Documents, applicable to designating Unrestricted Subsidiaries as Restricted
Subsidiaries, and Travelport Guarantor shall continue to be an Unrestricted Subsidiary until the
Settlement Date (as defined in the PIK Credit Agreement). 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 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 Closing Date, within
one hundred and twenty (120) days after the Closing 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: (i) counterparts of a second lien
Mortgage with respect to (x) the owned real property of the Loan



85









 






Parties located at 5350 South Valentia Way, Greenwood Village, Colorado and (y) 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 company insuring the Lien of each such Mortgage as a valid second priority
Lien on the property described therein, free and clear of all other Liens except as
expressly permitted by Section 7.01, together with such endorsements, coinsurance and
reinsurance as the Administrative Agent may reasonably require, (iii) such existing
surveys, existing abstracts, existing appraisals, legal opinions and other existing
documents as the Administrative Agent may reasonably request with respect to any such
Mortgaged Property, and (iv) evidence that all other actions, recordings and filings in
connection with the Mortgage 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 Closing Date.




          (b) Within two hundred and seventy (270) days after the Closing 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. Bond Conversion Offer. No earlier than thirty (30) calendar days after
the Closing Date and no later than sixty (60) calendar days after the Closing Date, Lenders holding
more than 50% of the Total Outstandings with respect to the Tranche B Term Loans may deliver an
irrevocable written request (the “Request”) to the Borrower to commence a Bond Conversion Offer. As
soon as practicable (and in any event within twenty (20) calendar days) after receipt of the
Request (the “Notice Date”, the Borrower shall provide notice of the Bond Conversion Offer
(specifying the Consummation Date) to each Tranche B Term Lender and the Loans held by each Tranche
B Term Lender shall be converted to Conversion Bonds on the Consummation Date, unless such Tranche
B Lender notifies the Borrower in writing (which notice shall be irrevocable) within three (3)
Business Days of the Notice Date of its intent to not participate in the Bond Conversion Offer (the
“Opt-out Notice”). No later than five (5) Business Days after the Notice Date (the “Consummation
Date”), the Bond Conversion Offer shall be consummated and the Borrower shall (or shall be deemed
to) (i) convert all Tranche B Loans that were not the subject of an Opt-out Notice and all Tranche
A Loans into Conversion Bonds, (ii) cause the trustee under the Indenture to authenticate and
deliver Conversion Bonds in global form with customary legends for private bonds with a principal
amount equal to the principal amount of the Loans converted on the Consummation Date and (iii)
execute and deliver the Indenture and any other documents and instruments contemplated thereby or
hereby. The Borrower agrees that the Consummation Date shall occur no later than thirty (30)
calendar days after delivery of the Request. It is understood and agreed that on and after the
Consummation Date (x) any Loans that have not been converted pursuant to the Bond Conversion Offer
shall no longer be secured by the Collateral Documents, and the Liens and security interests provided
for







86









 







in the Collateral Documents shall secure the Conversion Bonds, (y) neither Holdings or its
Subsidiaries shall be bound by any of the affirmative and negative covenants set forth in Article
VI and Article VII, respectively, and (z) none of the Events of Default (other than Sections
8.01(a), (f) and (g)) shall be applicable.




ARTICLE VII



NEGATIVE COVENANTS



          Until the Consummation Date, 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;




          (b) Liens existing on the First Lien 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 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



87









 






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;



88









 






          (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;




          (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
Closing 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
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



89









 






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 (pari passu with the Liens securing the Obligations) on all or a portion of the
Collateral to secure Permitted Refinancing Indebtedness and First Lien Credit Agreement
Permitted Refinancing Indebtedness;




          (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);



90









 






          (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) Liens securing Indebtedness and other obligations under the First Lien Credit
Agreement and the First Lien Debt Documents (including Liens securing any First Lien
Credit Agreement Permitted Refinancing Indebtedness); and




          (bb) other Liens securing Indebtedness outstanding in an aggregate principal amount
not to exceed $94,250,000.


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).




          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 $9,425,000;



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          (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, (a) the aggregate consideration paid in respect of Permitted
Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B), (b) the
aggregate consideration paid on or prior to the Closing Date in respect of Permitted
Acquisitions of Persons that did not become Loan Parties pursuant to Section 7.02(i)(B) of the
First Lien Credit Agreement, and (c) any amounts invested in Foreign Subsidiaries that are not
Loan Parties on or prior to the Closing Date pursuant to Section 7.02(c)(iii)(A) of the First
Lien Credit Agreement , but in each case after giving effect to any Investment permitted by
Section 7.02(q)(including any amounts invested on or prior to the Closing Date pursuant to
Section 7.02(q) of the First Lien Credit Agreement)) shall not exceed $471,250,000 (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 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 Closing Date and set forth on
Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension
thereof and (ii) existing on the Closing 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



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amount of any Investment permitted pursuant to this Section 7.02(f) is not materially increased
from the amount of such Investment on the Closing 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 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, but without duplication of, (a) the aggregate amount of all
Investments in Foreign Subsidiaries that are not Loan Parties pursuant to Section 7.02(c)(iii)(A),
(b) the aggregate amount of Investments in Foreign Subsidiaries that are not Loan Parties made on
or prior to the Closing Date pursuant to Section 7.02(c)(iii)(A) of the First Lien Credit
Agreement, and (c) any amounts paid on or prior to the Closing Date pursuant to Section 7.02(i)(B)
of the First Lien Credit Agreement, but in each case after giving effect to any Investments
permitted under Section 7.02(q) (including any amounts invested on or prior to the Closing Date
pursuant to Section 7.02(q) of the First Lien Credit Agreement)) shall not exceed $471,250,000 (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;



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               (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) 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




               (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 First Lien Original Closing Date 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;




          (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, other Investments that do not exceed $26,000,000 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



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Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05 of the
First Lien Credit Agreement) 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 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 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) [Reserved]; and




          (t) any Investments in Orbitz TopCo, so long as the amount actually invested in
Orbitz TopCo by Holdings or a Restricted 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.



          SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness,
except:







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          (a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan
Documents;




          (b) Indebtedness (i) outstanding on the First Lien Original Closing Date and listed on
Schedule 7.03(b) 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 First Lien 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, the First Lien Credit Agreement, any High Yield Note, Junior
Financing, Permitted Refinancing Indebtedness or First Lien Credit Agreement 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 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 5.0% of Total Assets at such time;



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          (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 and (B)
the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any
Permitted Refinancing thereof at any time outstanding pursuant to this clause (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, no Default shall exist or
result therefrom, (x) matures after, and does not require any scheduled amortization or other
scheduled payments of principal prior to, the Maturity Date (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 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 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



97









 






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 First Lien Original Closing Date Transaction and Permitted Acquisitions or
any other Investment expressly permitted hereunder;




          (m) 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;




          (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,



98









 






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, so long as such letter of credit is
otherwise permitted under this Section 7.03;




          (t) Indebtedness in respect of the High Yield Notes and any Permitted Refinancing
thereof;




          (u) Permitted Refinancing Indebtedness and First Lien Credit Agreement Permitted
Refinancing Indebtedness;




          (v) Indebtedness under the First Lien Credit Agreement and the First Lien Debt
Documents; 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:







99









 









          (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



100









 






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;




          (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 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;



101









 






          (e) Dispositions permitted by Sections 7.04 and 7.06 and 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 Closing Date, the fair market value of all property so
Disposed of after the Closing Date (taken together with the aggregate book value of all
property Disposed of pursuant to Section 7.05(j)) shall not exceed 6.5% of Total Assets per
year and (ii) with respect to such property acquired by Holdings, the Borrower or any
Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs
within two 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 6.5% of Total Assets per year and
(iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess
of $18,850,000, 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



102









 






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 each of the
Senior Notes Indentures as of the 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), so long as no
material assets are transferred to any such Subsidiary from Holdings or any Subsidiary thereof
from the 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 Closing Date to the date of
such Disposition;




          (n) any Disposition of Equity Interests of Orbitz TopCo; provided that if the obligations
under the First Lien Credit Agreement have been paid in full in Same Day Funds and there are no
commitments or letters of credit outstanding under the First Lien Credit Agreement (unless
fully collateralized), then Net Cash Proceeds of such Disposition shall be subject to Section
2.05(b) hereof;




          (o) 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 have been applied to prepay First Lien Loans pursuant to Section
2.05(b)(ii) of the First Lien Credit Agreement; (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(o) 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



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earlier to occur of (A) the termination or expiration of the Permitted Disposition
Agreement and (B) the consummation of the Permitted Disposition;




          (p) any Disposition consisting of a substantially concurrent cancellation of the
Tranche A Intercompany Note and Tranche A Term Loans in the event that the Permitted
Transfer Date fails to occur on or prior to September 30, 2012; and




          (q) the Disposition of the Tranche A Term Loans to 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), (m) and (q) 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.




          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);




          (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];



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          (d) Restricted Payments made on August 23, 2006 to consummate the Original Closing Date
Transactions (as defined in the First Lien Credit Agreement as in effect on the date hereof);




          (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 $37,700,000, in
any calendar year (which shall increase to $47,125,000 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 $47,125,000 in any
calendar year (which shall increase to $94,250,000, 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 Closing Date, to the extent the Net Cash Proceeds from the sale of such
Equity Interests have been Not



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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 $5,655,000 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);



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          (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 (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 7.11(a)(ii)(D) 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 of the First Lien Credit Agreement) that are Not Otherwise
Applied;




          (j) [Reserved]; and




          (k) Restricted Payments made on or after the Closing Date to consummate the
Restructuring Transaction in an aggregate amount not to exceed $297,000,000.



          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 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 First Lien







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Original Closing Date Transaction, the Investment Transaction or the Restructuring Transaction, (d)
the issuance of Equity Interests to the management of Holdings or any of its Subsidiaries in
connection with the First Lien Original Closing Date 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 First Lien
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 First Lien 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 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 Investment Transaction and the Restructuring 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 for the benefit of the Lenders with respect to 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 First Lien 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







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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 or (xii) are restrictions set forth in the First Lien Debt
Documents, any Permitted Refinancing Indebtedness Documentation or First Lien Credit Agreement
Permitted Refinancing Indebtedness Documentation.




          SECTION 7.10. 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
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 7.11. 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,
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 (collectively, “Junior Financing”) or (ii)
make any payment in violation of any subordination terms of any Junior Financing
Documentation, except (A) the refinancing thereof 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 Indebtedness pursuant to Section 2.05(b), or of any Indebtedness of Holdings,
(B) the conversion of any Junior Financing to Equity Interests (other than Disqualified
Equity Interests) of Holdings or any of its direct or indirect parents, (C) the
prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower
or any Restricted Subsidiary to the extent



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expressly permitted by the Collateral Documents, (D) the payment of regularly scheduled
interest in respect of Junior Financings, and (E) 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 of
the First Lien Credit Agreement that are Not Otherwise Applied).




          (b) Amend, modify or change in any manner materially adverse to the interests of
the Lenders any term or condition of any Junior Financing Documentation without the
consent of the Administrative Agent.



          SECTION 7.12. 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 7.13. 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 First 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 (n) inclusive of this Section 8.01 shall constitute an “Event of Default” prior
to the Consummation Date; provided that only any of the events referred to in clauses (a),
(f) and (g) of this Section 8.01 shall constitute an “Event of Default” after the Consummation
Date:





          (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, or (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



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          (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; or




          (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 and the Indebtedness under the First Lien Debt
Documents and First Lien Credit Agreement Permitted Refinancing Indebtedness) 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 (other than
Indebtedness hereunder and the Indebtedness under the First Lien Debt Documents and First Lien
Credit Agreement Permitted Refinancing Indebtedness), or any other event occurs (other than,
with respect to Indebtedness consisting of First Lien Secured Hedge Agreements, termination
events or equivalent events pursuant to the terms of such First Lien 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,



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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 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



112









 






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), 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
the terms of this Agreement shall for any reason (other than pursuant to the terms hereof or
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 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 First 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.




          (n) Default under First Lien Debt Documents. (i) Any Loan Party or any Restricted
Subsidiary fails to make any payment beyond the applicable grace period with respect thereto,
if any (whether by scheduled maturity, required



113









 






prepayment, acceleration, demand, or otherwise) in respect of the First Lien Debt
Documents or First Lien Credit Agreement Permitted Refinancing Indebtedness, or (ii) the
maturity of the Indebtedness under the First Lien Debt Documents or First Lien Credit
Agreement Permitted Refinancing Indebtedness shall have been accelerated.



          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 or otherwise extend credit
to the Borrower hereunder 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; and




          (c) 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 or otherwise extend credit to the Borrower hereunder shall automatically terminate and
the unpaid principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable, 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





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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 the Obligations ratably among the Tranche B Lenders due and
unpaid on the Tranche B Term Loans for principal and interest, if any;




          Fourth, to payment of the Obligations ratably among the Tranche A Lenders due and
unpaid on the Tranche A Term Loans for principal and interest, if any;




          Fifth, 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, to the Borrower or as otherwise required by Law.



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 and the Collateral 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



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and the Collateral Agent shall have no duties or responsibilities, except those
expressly set forth herein, nor shall the Administrative Agent or the Collateral 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 or the Collateral Agent, as applicable. 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) [Reserved].




          (c) Each of the Lenders hereby irrevocably appoints and authorizes the Collateral
Agent to act as the agent of (and 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 Collateral Agent(and any
co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent or the
Collateral 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 Collateral
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.



          SECTION 9.02. Delegation of Duties. The Administrative Agent or the Collateral Agent
may execute any of its duties under this Agreement or any other Loan Document (including, in the
case of the Collateral Agent, 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 and shall be entitled to
advice of counsel and other consultants or experts concerning all matters pertaining to such
duties. The Administrative Agent and the Collateral 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




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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 by the Administrative Agent or the Collateral 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 or any corresponding Section of any amendment agreement with respect to this
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.



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          SECTION 9.05. Notice of Default. The Administrative Agent or the Collateral Agent
shall not be deemed to have knowledge or notice of the 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 or the Collateral Agent for the account of the Lenders, unless the
Administrative Agent or the Collateral 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 or the Collateral Agent will notify the Lenders of
its receipt of any such notice. The Administrative Agent or the Collateral 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 or the
Collateral Agent has received any such direction, the Administrative Agent or the Collateral 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 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




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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 or the Collateral Agent, as applicable, upon demand for its ratable share
of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent or the Collateral Agent, as applicable, 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 or the Collateral 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 payment of all other Obligations and the
resignation of the Administrative Agent or the Collateral Agent.




          SECTION 9.08. Agents in their Individual Capacities. Wells Fargo 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 Wells
Fargo was not the Administrative Agent or Collateral Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Wells Fargo or
its Affiliates may receive information regarding any Loan Party or its 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 or the Collateral Agent shall be under no
obligation to provide such information to them. With respect to its Loans, if any, Wells Fargo
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
Collateral Agent, as applicable, and the terms “Lender” and “Lenders” include Wells Fargo in their
respective individual capacities.




          SECTION 9.09. Successor Agents. The Administrative Agent or the Collateral Agent may
resign as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’
notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral 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 or the Collateral Agent, the
Administrative Agent or the Collateral Agent, as applicable, 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




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Administrative Agent or the Collateral Agent and the term “Administrative Agent” or “Collateral
Agent”, as applicable, shall mean such successor administrative agent, collateral agent and/or
supplemental agent, as the case may be, and the retiring Administrative Agent’s or Collateral
Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be
terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder
as the Administrative Agent or the Collateral Agent, as applicable, 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 or Collateral Agent under this Agreement. If no
successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the
date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s
notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the duties of the
Administrative Agent or the Collateral 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 or the Collateral 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 Guarantee Requirement is satisfied, the Administrative Agent or the Collateral
Agent shall thereupon succeed to and become vested with all the rights, powers, discretion,
privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and
the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and
obligations under the Loan Documents. After the retiring
Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or
the Collateral Agent, as applicable, 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 or the Collateral 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 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 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 Section 2.09 and 10.04) allowed in such
judicial proceeding; and



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          (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 and the Collateral Agent, 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 or the Collateral Agent any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of
any Lender or the Collateral Agent or to authorize the Administrative Agent to vote in respect of
the claim of any Lender in any such proceeding.




          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
payment in full of all Obligations (other than contingent indemnification obligations
not yet accrued and payable), (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, (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 or (vi) upon consummation of
the Bond Conversion Offer (except as continued under the Collateral Documents to secure
the Conversion Bonds);




          (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



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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 the First Lien Credit Agreement, High Yield Notes or any
Junior Financing.



          Upon request by the Administrative Agent or the Collateral Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent’s or the Collateral 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 or the Collateral Agent will (and each
Lender irrevocably authorizes the Administrative Agent or the Collateral 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.




          In addition, each Lender acknowledges that obligations of the Borrower and the Guarantors
under the First Lien Debt Documents and Indebtedness thereunder, any Permitted Refinancing
Indebtedness or First Lien Credit Agreement Permitted Refinancing Indebtedness, and certain
obligations related thereto, may be secured by Liens on assets of the Borrower and the Guarantors
that constitute Collateral to the extent permitted hereby. Each Lender hereby irrevocably (i)
authorizes the Administrative Agent and/or the Collateral Agent to execute and deliver the
Intercreditor Agreement, the intercreditor agreement and any documents relating thereto (including
any amendments to the Collateral Documents) as the Administrative Agent shall determine to be
appropriate, subject to the requirements set forth herein with respect to such Indebtedness, in
each case without any further consent, authorization or other action by any Lender, (ii) agrees
that, upon the execution and delivery of such 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. [Reserved].




          SECTION 9.13. Appointment of Supplemental Agents or Collateral 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



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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 or the Collateral 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 or the
Collateral Agent is hereby authorized to appoint an additional individual or institution
selected by the Administrative Agent or the Collateral 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 Agent” and collectively as “Supplemental
Agents”).




          (b) In the event that the Administrative Agent or the Collateral Agent appoints a
Supplemental 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 or the Collateral Agent with
respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the
extent, and only to the extent, necessary to enable such Supplemental 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 Agent shall run to
and be enforceable by either the Administrative Agent or such Supplemental Agent, and (ii) the
provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative
Agent or the Collateral Agent shall inure to the benefit of such Supplemental Agent and all
references therein to the Administrative Agent or the Collateral Agent shall be deemed to be
references to the Administrative Agent, the Collateral Agent and/or such Supplemental 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 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 or the Collateral Agent. In case any Supplemental 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 Agent, to the extent permitted by Law, shall vest in
and be exercised by the Administrative Agent or the Collateral Agent until the appointment of a
new Supplemental Agent.



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ARTICLE X




MISCELLANEOUS



          SECTION 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement and
the Intercreditor 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 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 to make Loans hereunder without
the written consent of each Lender directly affected
thereby (it being understood that a waiver of any condition precedent set forth in
Section 4.01 or the waiver of any Default, mandatory prepayment or mandatory reduction
of the commitment to make Loans hereunder shall not constitute an extension or increase
of any commitment of any Lender to make Loans hereunder);




          (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 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 (subject to clause (i) 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 8.04 or 2.13 without the written consent of each
Lender affected thereby;




          (e) other than in a transaction permitted under Section 6.18 or 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;



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          (f) other than in a transaction permitted under Section 6.18, 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 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 Agreement or any
other Loan Document; (ii) 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 (iii) the consent of Lenders holding
more than 50% of any Class of Loans shall be required with respect to any amendment that by its
terms adversely affects the rights of such Class in a manner different than such amendment affects other
Classes (provided, that the portion of Total Outstandings held or deemed held by Holdings or any
Affiliate thereof (other than an Investment Fund) shall be excluded for purposes of making a
determination of such Lenders holding more than 50% of such Class).




          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 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
Replacement Loans (as defined below) to permit the refinancing of all outstanding Loans of any
Class (“Refinanced Loans”) with a replacement term loan tranche (“Replacement Loans”) hereunder and
the Administrative Agent may effect such amendments to the Intercreditor Agreement (or enter into a
replacement thereof, which such replacement shall continue to apply to the Liens securing the
obligations under the First Lien Debt Documents then outstanding) and the other Loan Documents as
may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the
Borrower, to effect such Replacement Loans; provided that (a) the aggregate principal amount of
such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans,
(b) the Applicable Rate for such Replacement Loans (or similar interest rate spread applicable to
such Replacement Loans) shall not be higher than the Applicable Rate for such Refinanced Loans (or
similar interest rate spread applicable to such Refinanced Loans) immediately prior to such
refinancing, (c) the




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Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted
Average Life to Maturity of such Refinanced Loans 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 Loans) and (d) all other terms applicable to such Replacement Loans
shall be substantially identical to, or less favorable to the Lenders providing such Replacement
Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide
for covenants and other terms applicable to any period after the latest final maturity of the 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 or the Administrative Agent, 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 to the Administrative Agent on the Closing Date 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 and the Administrative Agent.



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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
(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 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.




          The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless
the electronic mail address referred to below has not been provided by the Administrative Agent to
the Borrower, that it will, or will cause its
Subsidiaries to, provide to the Administrative Agent all information, documents and other
materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan
Documents or to the Lenders under Article VI, including all notices, requests, financial
statements, financial and other reports, certificates and other information materials, but
excluding any such communication that (a) is or relates to a notice pursuant to Section 2.02, (b)
relates to the payment of any principal or other amount due under this Agreement prior to the
scheduled date therefor, (c) provides notice of any Default or Event of Default under this
Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition
precedent to the effectiveness of this Agreement and/or any Loans or other extension of credit
hereunder (all such non-excluded communications being referred to herein collectively as
“Communications”), by transmitting the Communications in an electronic/soft medium that is properly
identified in a format acceptable to the Administrative Agent to an electronic mail address as
directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its
Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders,
as the case may be, in the manner specified in the Loan Documents but only to the extent requested
by the Administrative Agent.




          The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the
Lenders materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another
similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to
the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower
shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Borrower or its
securities for purposes of United States federal and state securities laws (provided, however, that
to the extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 10.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative
Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not marked as “Public Investor.”
Notwithstanding the




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foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies
the Administrative Agent promptly that any such document contains material non-public information:
(A) the Loan Documents and (B) notification of changes in the terms of the Loan Documents.




          Each Public Lender agrees to cause at least one individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or
similar designation on the content declaration screen of the Platform in order to enable such
Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and
applicable law, including United States Federal and state securities laws, to make reference to
Communications that are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to the Borrower or its
securities for purposes of United States Federal or state securities laws.




          THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY
OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE
COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS
RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER
OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH
PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY
FROM SUCH PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT.




          The Administrative Agent agrees that the receipt of the Communications by the Administrative
Agent at its provided e-mail address shall constitute effective delivery of the Communications to
the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of
notice to it (as provided in the next sentence) specifying that the Communications have been posted
to the Platform shall constitute effective delivery of the Communications to such Lender for
purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing
(including by electronic communication) from time to time of such Lender’s e-mail address to which
the foregoing notice may be sent by electronic transmission and that the foregoing notice may be
sent to such e-mail address.




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          Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any
notice or other communication pursuant to any Loan Document in any other manner specified in such
Loan Document.





          (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) 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 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 the transactions contemplated hereby and thereby, including all
Attorney Costs of local and foreign counsel, and (b) to pay or reimburse the Administrative Agent
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





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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 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 other Loan Document, such amount may, but is not required to,
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 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 Loan, (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 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. 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




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contribution rights with respect to such payment pursuant to the express terms of this Section
10.05; provided, further, that the Administrative Agent is authorized to deduct and retain
sufficient amounts from any payment received from the Borrower to reimburse the Administrative
Agent for any such costs and expenses and any amounts owing to the Administrative Agent in
accordance with Section 2.09 prior to the distribution of any amounts to Lenders.



. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent,
the replacement of any Lender, 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 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 Federal Funds 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 or pursuant to Section 10.07(b)(iii), (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 and the
exceptions and limitations set forth in paragraph (b)(iii) below, any Lender



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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 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 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; and




               (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 Loan to another Lender, an Affiliate of a
Lender or an Approved Fund.




          (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 Loans of any Class,
the amount of the 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 $1,000,000 unless each of the Borrower and the
Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be
required (x) during the primary syndication of the Loans to the Persons identified to the Borrower
by the Administrative Agent prior to the Closing Date or (y) 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; provided, further, that the
Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within ten (10) Business Days after having received
notice thereof;




               (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 any
applicable tax form and any other information reasonably requested by the Administrative Agent.



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          (iii) Notwithstanding anything herein to the contrary, (x) (A) Holdings may assign the
Tranche A Term Loans to Travelport Guarantor in order to consummate the Investment
Transaction, (B) Travelport Guarantor may assign the Tranche A Term Loans pursuant to the
terms of the Escrow Agreement and (C) Holdings may assign the Tranche B Term Loans to
Travelport Holdings in order to consummate the Exchange (as defined in the PIK Credit
Agreement), in each case, without the consent of any Person party hereto and (y) prior to
the Settlement Date (as defined in the PIK Credit Agreement) Travelport Guarantor shall not
assign the Tranche A Term Loans other than in accordance with the Escrow Agreement.



          This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights
and obligations among separate Classes of Loans on a non-pro rata basis.





          (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 principal amounts (and related interest amounts) of the
Loans 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.



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          (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 Loans; 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 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



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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 make Loans hereunder 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.




          (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.



          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, numbering,
administrative and settlement service providers, investment advisors and agents, including
accountants, legal 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 shall agree 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




135









 







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 and the Loans. 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 Closing Date, such information is (i) 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 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, 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 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 agrees promptly to notify the Borrower and the Administrative Agent after any such
setoff 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 the Administrative Agent, each
Lender under this Section 10.09 are in addition to other rights and remedies (including other
rights of setoff) that the Administrative Agent and such Lender 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




136









 







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 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 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 Loan was made, and shall continue in
full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied.




          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”)



137









 






shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative
Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or, in
the case of any Lender becoming a Lender hereunder after the Closing 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



138









 






discretion), (A) two duly signed completed copies of the forms or statements required to be
provided by such 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
Closing Date (or, in the case of any Lender becoming a Lender hereunder after the Closing 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



139









 






payment to such U.S. Lender an amount equivalent to the applicable backup withholding
tax imposed by the Code.



          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
herein on the Closing Date, and thereafter shall be binding upon and inure to the benefit




140









 







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 (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 provisions 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.




          SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant
to the requirements of the Patriot 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
Patriot Act.




          SECTION 10.22. Intercreditor Agreement.





          (a) Each Lender hereby (a) consents to the subordination of the Liens and security
interest securing the Obligations on the terms set forth in the Intercreditor Agreement,
(b) agrees that this Agreement and the other Loan Documents, and the



141









 






exercise of rights and remedies of the Agents and the Lenders hereunder and thereunder, are
subject to the terms of the Intercreditor Agreement, (c) agrees that it will be bound by and
will take no actions contrary to the provisions of the Intercreditor Agreement and (d) hereby
authorizes and instructs each of the Administrative Agent and the Collateral Agent to enter
into the Intercreditor Agreement and to subject the Liens and security interest securing the
Obligations to the provisions thereof. The foregoing provisions are intended as an inducement
to the First Lien Secured Parties (as such term is defined in the Intercreditor Agreement) to
extend credit to the Borrower, and such First Lien Secured Parties are intended third party
beneficiaries of such provisions and the provisions of the Intercreditor Agreement.



          (b) Notwithstanding anything herein to the contrary, the lien and security interest
granted to secure the Obligations and the exercise of any right or remedy by any Secured Party
hereunder or under any Loan Document are subject to the provisions of the Intercreditor
Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and
this Agreement or any other Loan
Document, the terms of the Intercreditor Agreement shall govern and control.




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





142












 





     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:

Title:
	 	Rochelle J. Boas

Senior Vice President and Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	WALTONVILLE LIMITED, as Intermediate Parent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rochelle J. Boas
 

	 	 
	 

	 	Name:
Title:
	 	Rochelle J. Boas

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

as TDS
Intermediate Parent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Sutherland
 

	 	 
	 

	 	Name:
	 	John Sutherland	 	 
	 

	 	Title:
	 	Manager	 	 












 









 








	 	 	 	 	 	 	 

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Julius R. Zamora
 

	 	 
	 

	 	Name:

Title:
	 	Julius R. Zamora

Vice President	 	 
	 
	 	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Julius R. Zamora
 

Julius R. Zamora

Vice President
	 	 








 









 





	 	 	 	 	 	 	 

	 	 	TRAVELPORT LIMITED, as Initial Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Julia Kou
 

Julia Kou
	 	 
	 

	 	Title:
	 	Group Vice President and Assistant Secretary	 	 








 











 





SCHEDULE 2.01(A) — INITIAL TRANCHE A TERM LENDERS



Travelport Limited










 









 








SCHEDULE 2.01(B) — INITIAL TRANCHE B TERM LENDERS



Travelport Limited










 









 








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






 









 






SCHEDULE 10.02 — ADMINISTRATIVE AGENT’S OFFICE,




CERTAIN ADDRESSES FOR NOTICES




Administrative Agent




Wells Fargo Bank, National Association

45 Broadway, 14th Floor

New York, New York 10006

Attn: Julius R. Zamora

Tel: (212) 515-1570

Fax: (866) 297-2015




The Borrower




Travelport LLC

c/o The Blackstone Group

345 Park Avenue

Floor 31

New York, NY 10154

Attn: Paul C. Schorr, IV

Fax: (212) 583-5842



And




Travelport LLC

7 Sylvan Way

Parsippany, New Jersey 07054

Attn: Eric J. Bock, Esq.

Fax: (212) 413-1922




 









 





EXHIBIT A




[FORM OF]




COMMITTED LOAN NOTICE





			
	To:	 	Wells Fargo Bank, National Association 
45 Broadway, 14th Floor 
New York, NY 10006





[Date]



Ladies and Gentlemen:




          Reference is made to the Second Lien Credit Agreement dated as of September 30, 2011 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement,” capitalized
terms used herein but not otherwise defined herein being used herein as therein defined), among
Travelport LLC (the “Borrower”), Holdings, Intermediate Parent, TDS Intermediate Parent, Wells
Fargo Bank, National Association, as Administrative Agent, and Collateral Agent, and each Lender
from time to time party hereto.



The Borrower hereby requests (select one):





	 	 	 	o A conversion of Loans
	 
	 	 	 	o A continuation of Loans




to be made on the terms set forth below:




	 	 	 	 	 

	(A) Class of Borrowing:1

	 	 

	 	 
	 
	 	 	 	 
	(B) Date of conversion or continuation (which is a Business Day):	 	 
	 
	 

	 	 

	 	 
	 
	 	 	 	 
	(C) Principal amount:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	(D) Type of Loan:2

	 	 

	 	 








 




			
	1	 	Specify whether conversion of Tranche A Term Loans or Tranche B Term Loans from one
Type to the other, or a continuation of Eurocurrency Rate Loans.
	 
	2	 	Type of Loans to which existing Loans are to be converted




 









 










	 	 	 	 	 

	(E) Interest Period:3

	 	 

	 	 






     The above request has been made to the Administrative Agent by telephone at [                    ].



[Remainder of page internally left blank]






 




			
	3	 	Applicable for Eurocurrency Rate Loans only.




2









 










	 	 	 	 	 	 	 	 	 

	 	 	TRAVELPORT LLC, as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 






3









 






EXHIBIT B




LENDER:[•]

PRINCIPALAMOUNT: $ [•]




[FORM OF]




[TRANCHE A TERM LOAN][TRANCHE B TERM LOAN]

NOTE




New York, New York

[Date]




     FOR VALUE RECEIVED, the undersigned, TRAVELPORT LLC, a Delaware limited liability company (the
“Borrower”), hereby promises to pay to the lender set forth above (the “Lender”) or its registered
assigns, in lawful money of the United States of America in immediately available funds at the
Administrative Agent’s Office (such term, and each other capitalized term used but not defined
herein, having the meaning assigned to it in the Second Lien Credit Agreement dated as of September
30, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the
“Lenders”), Wells Fargo Bank, National Association, as administrative agent (in such capacity, the
“Administrative Agent”) and, as collateral agent (in such capacity, the “Collateral Agent”), (i) on
the date set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement
(including increases in principal amount as a result of accrued interest pursuant to the Credit
Agreement) with respect to the Loans made by the Lender to the Borrower pursuant to the Credit
Agreement and (ii) to the extent the Borrower elects to pay interest in cash pursuant to the Credit
Agreement, on each applicable Interest Payment Date, interest at the rate or rates per annum as
provided in the Credit Agreement on the unpaid principal amount of all Loans made by the Lender to
the Borrower pursuant to the Credit Agreement.



     The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent
permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit
Agreement.



     The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind
whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.



     All borrowings evidenced by this note and all payments and prepayments of the principal hereof
and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such a notation or
any error in such notation shall not affect the obligations of the Borrower under this note.



     This note is one of the Notes referred to in the Credit Agreement that, among other things,
contains provisions for the acceleration of the maturity hereof upon the happening of certain
events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof
and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms
and conditions therein specified.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.



 









 





	 	 	 	 	 	 	 	 	 

	 	 	TRAVELPORT LLC, as the Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name: Rochelle J. Boas
	 	 
	 

	 	 	 	 	 	Title: Authorized Person	 	 






 









 






LOANS AND PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Payments of	 	 	 	 	 	 	Name of	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal/Interest	 	 	Principal	 	 	Person	 
	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	or Additional	 	 	Balance of	 	 	Making the	 
	Date	 	Type of Loan	 	 	Loan	 	 	Maturity Date	 	 	Principal	 	 	Note	 	 	Notation	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






EXHIBIT C




[FORM OF]




COMPLIANCE CERTIFICATE




     Reference is made to the Second Lien Credit Agreement dated 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. (“TDS Intermediate Parent”) the lenders from time to time party
thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent (in such
capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral
Agent”). Capitalized terms used herein have the meanings attributed thereto in the Credit Agreement
unless otherwise defined herein. Pursuant to Section 6.02(b) 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, 20[ ] 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 present fairly 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 on Annex A attached hereto.]




 









 











     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, as the Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-











 





EXHIBIT D




[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 Second Lien Credit Agreement dated as
of September 30, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Second Lien Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited,
Waltonville Limited, the lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank
National Association, as administrative agent (in such capacity, the “Administrative Agent”) and as
collateral agent (in such capacity the “Collateral 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 Second Lien 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 Second Lien 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 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 Second Lien 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: Wells Fargo Bank, National Association
	 
	5.	 	Assigned Interest:





	 	 	 	 	 	 	 
	 	 	Aggregate Amount	 	 	 	Percentage
	 	 	of Loans of all	 	Amount of Loans	 	Assigned of
	Facility	 	Lenders	 	Assigned	 	Loans1
	Tranche A Term Loan
	 	$
	 	$
	 	%
	Tranche B Term Loan
	 	$
	 	$
	 	%






	 	 	 	 	 

	6. Effective Date:

	 	 
 

	 	 








 




			
	 1	 	Set forth, to at least 8 decimals, as a percentage of the Loans of all
Lenders thereunder.




 









 










     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]2 Accepted:




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

as Administrative Agent,

 	 
	 	     by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	No consent of the Administrative Agent shall be required for an assignment of all
or any portion of a Loan to another Lender, an Affiliate of a Lender or an Approved Fund.




 









 









[Consented to:]3




	 	 	 	 	 
	 	TRAVELPORT LLC, as Borrower,

 	 
	 	     by  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	3	 	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 Second Lien Credit Agreement has occurred and is continuing, any Assignee.




 









 










Annex I




SECOND LIEN CREDIT AGREEMENT4




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 Second Lien Credit
Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Second Lien 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 Second
Lien 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 Second
Lien 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 Second Lien Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Second Lien 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 Second Lien 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
Second Lien 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 the basis of which






 




			
	4	 	Capitalized terms used in this Assignment and Assumption and not otherwise defined
herein have the meanings specified in the Second Lien Credit Agreement dated as of September 30,
2011 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Credit
Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited, Waltonville Limited, the
lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent (in such capacity,
the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”)
and the other parties thereto.






 









 




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 Second Lien 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 Second Lien Credit Agreement, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Second
Lien 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, without limitation, all payments of
principal, interest, fees and other amounts) to the Assignee. Assignor and Assignee shall make all
appropriate adjustments in respect of payments of the Assigned Interest for periods prior the
Effective Date directly between such parties.



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




Second Lien Guaranty


See attached.









 









 








EXECUTION VERSION




 





SECOND LIEN GUARANTY,



Dated as of



September 30, 2011,



among



TRAVELPORT LIMITED,

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



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent



 





 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01. Credit Agreement

	 	 	1	 
	SECTION 1.02. Other Defined Terms

	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	Guaranty

	 
	 	 	 	 
	SECTION 2.01. Guaranty

	 	 	3	 
	SECTION 2.02. Guaranty of Payment

	 	 	3	 
	SECTION 2.03. No Limitations

	 	 	3	 
	SECTION 2.04. Reinstatement

	 	 	4	 
	SECTION 2.05. Agreement To Pay; Subrogation

	 	 	4	 
	SECTION 2.06. Information

	 	 	4	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 3.01. Indemnity and Subrogation

	 	 	5	 
	SECTION 3.02. Contribution and Subrogation

	 	 	5	 
	SECTION 3.03. Subordination

	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 4.01. Notices

	 	 	5	 
	SECTION 4.02. Waivers; Amendment

	 	 	6	 
	SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification

	 	 	6	 
	SECTION 4.04. Successors and Assigns

	 	 	7	 
	SECTION 4.05. Survival of Agreement

	 	 	7	 
	SECTION 4.06. Counterparts; Effectiveness; Several Agreement

	 	 	7	 
	SECTION 4.07. Severability

	 	 	8	 
	SECTION 4.08. Right of Set-Off

	 	 	8	 
	SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process

	 	 	8	 
	SECTION 4.10. WAIVER OF JURY TRIAL

	 	 	9	 
	SECTION 4.11. Headings

	 	 	9	 






-i-









 






	 	 	 	 	 
	 	 	Page
	SECTION 4.12. Obligations Absolute

	 	 	9	 
	SECTION 4.13. Termination or Release

	 	 	10	 
	SECTION 4.14. Additional Restricted Subsidiaries

	 	 	10	 
	SECTION 4.15. Intercreditor Agreement

	 	 	10	 
	SECTION 4.16. Bond Conversion Offer

	 	 	11	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule I Subsidiary Parties
	 	 	 	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit I Form of Guaranty Supplement
	 	 	 	 






-ii-









 






     SECOND LIEN GUARANTY, dated as of September 30, 2011, among
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.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg
(“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party hereto and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as defined below).



     Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Travelport LLC, a Delaware limited liability company (the “Borrower”), Holdings,
Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as
“Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as
“Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto.
The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set
forth in the Credit Agreement. The obligations of the Lenders to extend such credit 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 (or, on and after the Consummation Date, the meaning
specified for the comparable term in the Indenture).



     (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:



     “Administrative Agent” means Wells Fargo Bank, National Association, together with its
successors and permitted assigns, acting as “Administrative Agent” under and as defined in the
Credit Agreement, or, on and after the Consummation Date, Wells Fargo Bank, National Association,
acting as trustee under the Indenture, or such other Person who shall act as trustee under the
Indenture, together with such Person’s (Wells Fargo Bank, National Association or otherwise)
successors and permitted assigns in such capacity.



     “Agreement” means this Second Lien Guaranty.



 









 





     “Borrower” has the meaning assigned to such term in the preliminary statement of this
Agreement.



     “Claiming Party” has the meaning assigned to such term in Section 3.02.



     “Collateral Agent” means Wells Fargo Bank, National Association, together with its successors
and permitted assigns, acting as “Collateral Agent” (under and as defined in the Credit Agreement)
for the Secured Parties, or, on and after the Consummation Date, Wells Fargo Bank, National
Association, acting as “Collateral Agent” (under and as defined in the Indenture) for the Secured
Parties, or such other Person who shall act as “Collateral Agent” (under and as defined in the
Indenture) for the Secured Parties, together with such Person’s (Wells Fargo Bank, National
Association or otherwise) successors and permitted assigns in such capacity.



     “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.



     “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.



     “Intercreditor Agreement” means the Intercreditor Agreement, dated as of September 30, 2011,
among UBS AG, Stamford Branch, in its capacity as First Priority Collateral Agent (as defined
therein), UBS AG, Stamford Branch, in its capacity as First Priority Administrative Agent (as
defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority
Collateral Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity as
Second Priority Administrative Agent (as defined therein) and the other parties thereto, as
amended, restated, amended and restated, supplemented or otherwise modified from time to time.



     “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of
this Agreement.



     “Obligations” means all “Obligations” as defined in the Credit Agreement, and on and after the
Consummation Date, all “Obligations” as defined in the Indenture.



     “Secured Parties” means “Secured Parties” as defined in the Credit Agreement, and on and after
the Consummation Date, “Secured Parties” as defined in the Indenture.



     “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.



-2-









 





     “TDS Intermediate Parent” has the meaning assigned to such term in the preliminary statement
of this Agreement.



ARTICLE II



Guaranty



     SECTION 2.01. Guaranty. Each Guarantor unconditionally guarantees, 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 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



-3-









 




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, 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.



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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 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 (or, on and after the Consummation Date, the comparable



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provision in the Indenture). 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 (or, on
and after the Consummation Date, the comparable provision in the Indenture).




     SECTION 4.02. Waivers; Amendment.



     (a) No failure or delay by the Administrative Agent 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 Administrative Agent 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 shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent or any Lender 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
(or, on and after the Consummation Date, the comparable provision in the Indenture).



     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 (or, on and
after the Consummation Date, with respect to expenses of the Administrative Agent incurred
hereunder on and after the Consummation Date, the comparable provision in the Indenture).



     (b) Without limitation of its indemnification obligations under the other Loan Documents, the
Borrower agrees to indemnify the Administrative Agent and each other Secured Party and their
respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment
advisors and attorneys-in-fact (collectively, the “Indemnitees”) 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,



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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 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, regardless of any
investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent
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.



     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,



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strued 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
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. 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 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



-8-









 




Administrative Agent 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 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. Obligations 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.



-9-









 





     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.



     (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 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; provided further that no
such release shall occur if such Guarantor continues to be a guarantor in respect of the First Lien
Credit Agreement, High Yield Notes or any Junior Financing.



     (d) In connection with any termination or release pursuant to paragraph (a) or (b), 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 (or, on and after the Consummation Date, the comparable provision in the
Indenture), 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.



     SECTION 4.15. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the exercise of any right or remedy by the Administrative Agent hereunder is subject to
the provisions of the Intercreditor Agreement. 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.



-10-









 





     SECTION 4.16. Bond Conversion Offer. Notwithstanding anything to the contrary set
forth herein or in any other Loan Document, on and after the Consummation Date, (i) any references
to the Credit Agreement shall be automatically deemed replaced by the Indenture entered into by the
Borrower on the Consummation Date, and references to the Administrative Agent shall be deemed to be
references to the trustee under the Indenture, and (ii) this Agreement shall be automatically
deemed amended mutatis mutandis to reflect that the guarantee provided hereunder to the
Administrative Agent (for the benefit of the Secured Parties) shall be a guarantee of the payment
and performance of the “Obligations” as defined in the Indenture so as to constitute a guarantee
provided hereunder to the trustee under the Indenture, who shall on and after the Consummation Date
be the Administrative Agent for all purposes hereof (for the benefit of the “Secured Parties” as
defined in the Indenture), to guarantee the payment and performance of the “Obligations” (as
defined in the Indenture). On and after the Consummation Date, the “Obligations” as defined in the
Credit Agreement shall automatically and without further action cease to be “Obligations”
guaranteed by the guarantee provided under this Agreement, and on and after the Consummation Date,
all “Obligations” as defined in the Indenture shall automatically and without further action
constitute “Obligations” guaranteed by the guarantee provided under this Agreement.



-11-









 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	TRAVELPORT LIMITED

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

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	Name: Rochelle J. Boas        	 
	 	Title:  Director 	 
	 
	 	TDS INVESTOR (LUXEMBOURG) S.À.R.L. 

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






 









 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	TRAVELPORT LIMITED

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

 	 
	 	By:  	/s/  Rochelle J. Boas
 	 
	 	Name:   Rochelle J. Boas 	 
	 	Title:         Director 	 
	 
	 	TDS INVESTOR (LUXEMBOURG) S.À.R.L. 

 	 
	 	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 	 
	 





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

as Administrative Agent 

 	 
	 	By:  	/s/ Julius R. Zamora
 	 
	 	Name:   Julius R. Zamora           	 
	 	Title:   Vice President 	 
	 





 









 





     IN WITNESS WHEREOF,
 for the purposes of Section 3.01 and 4.03 only, the undersigned has
executed this Agreement as of the date first written above.



	 	 	 	 	 
	 	TRAVELPORT LLC, as the Borrower

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	Name:   Rochelle J. Boas 	 
	 	Title:   Authorized Person 	 
	 





 









 





Schedule I to the Second Lien 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.à.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 Second Lien Guaranty




     SUPPLEMENT NO.__, dated as of [•] (this “Supplement”), to the Second Lien Guaranty, dated as of
September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Guaranty”), among 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.A.R.L., a société à responsabilité limitée
incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of
Holdings from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent (as used herein, as defined in the Guaranty referred to below).



     A. Reference is made to the Second Lien Credit
 Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Travelport LLC, a Delaware limited liability company (the “Borrower”), Holdings,
Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as
“Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as
“Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto.



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Guaranty.



     C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans.
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 and as consideration for Loans previously made.




	 	 	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 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. 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.



     SECTION 9. Notwithstanding anything herein to the contrary, the exercise of any right or
remedy by the Administrative Agent hereunder is subject to the provisions of the Intercreditor
Agreement. 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.



-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 Second Lien Guaranty




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

as Administrative Agent,

 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 









 





EXHIBIT F




Second Lien Security Agreement



Delivered under separate cover.





 











 





EXECUTION VERSION




 





SECOND LIEN SECURITY AGREEMENT,



Dated as of



September 30, 2011,



among



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,



CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN



and



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Collateral Agent



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01 Credit Agreement
	 	 	1	 
	SECTION 1.02 Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	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
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Remedies

	 
	 	 	 	 
	SECTION 4.01 Remedies Upon Default
	 	 	19	 
	SECTION 4.02 Application of Proceeds
	 	 	21	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 5.01 Indemnity
	 	 	21	 






-i-









 






	 	 	 	 	 

	 	 	Page	 
	SECTION 5.02 Contribution and Subrogation
	 	 	21	 
	SECTION 5.03 Subordination
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 6.01 Notices
	 	 	22	 
	SECTION 6.02 Waivers; Amendment
	 	 	22	 
	SECTION 6.03 Collateral Agent’s Fees and Expenses;
	 	 	23	 
	SECTION 6.04 Successors and Assigns
	 	 	24	 
	SECTION 6.05 Survival of Agreement
	 	 	24	 
	SECTION 6.06 Counterparts; Effectiveness; Several Agreement
	 	 	24	 
	SECTION 6.07 Severability
	 	 	24	 
	SECTION 6.08 Right of Set-Off
	 	 	25	 
	SECTION 6.09 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	25	 
	SECTION 6.10 WAIVER OF JURY TRIAL
	 	 	26	 
	SECTION 6.11 Headings
	 	 	26	 
	SECTION 6.12 Security Interest Absolute
	 	 	26	 
	SECTION 6.13 Termination or Release
	 	 	26	 
	SECTION 6.14 Additional Restricted Subsidiaries
	 	 	27	 
	SECTION 6.15 Collateral Agent Appointed Attorney-in-Fact
	 	 	28	 
	SECTION 6.16 General Authority of the Collateral Agent
	 	 	28	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	Intercreditor Agreement

	 
	 	 	 	 
	SECTION 7.01 Intercreditor Agreement Controls
	 	 	29	 
	SECTION 7.02 Possession or Control of Collateral
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	Bond Conversion Offer

	 
	 	 	 	 
	SECTION 8.01 Consummation Date
	 	 	29	 
	 
	 	 	 	 
	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
	 	 	 	 






-ii-









 






	 	 	 	 	 

	Schedule VII Domestic Grantors
	 	 	 	 
	 
	EXHIBITS
	 	 	 	 
	 
	Exhibit I Form of Security Agreement Supplement
	 	 	 	 
	Exhibit II Form of Perfection Certificate
	 	 	 	 






-iii-









 






          SECOND LIEN SECURITY AGREEMENT, dated as of September 30, 2011, among TRAVELPORT LIMITED, a
company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, 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 other Subsidiaries of
Holdings from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral
Agent (as defined below) for the Secured Parties (as defined below).




          Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells
Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein),
Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and
each Lender from time to time party thereto. The Lenders have agreed to extend credit to the
Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of
the Lenders to extend such credit 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 (or, on and after the Consummation Date, the
meaning specified for the comparable term in the Indenture). 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.









1









 








          “Administrative Agent” means Wells Fargo Bank, National Association, together with its
successors and permitted assigns, acting as administrative agent under the Credit Agreement, or, on
and after the Consummation Date, Wells Fargo Bank, National Association, acting as trustee under
the Indenture, or such other Person who shall act as trustee under the Indenture, together with
such Person’s (Wells Fargo Bank, National Association or otherwise) successors and permitted
assigns in such capacity.




          “Agreement” means this Second Lien Security Agreement.




          “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).




          “Borrower” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “Claiming Party” has the meaning assigned to such term in Section 5.02.




          “Collateral” means the Article 9 Collateral and the Pledged Collateral.




          “Collateral Agent” means Wells Fargo Bank, National Association, together with its successors
and permitted assigns, acting as “Collateral Agent” (under and as defined in the Credit Agreement)
for the Secured Parties. On and after the Consummation Date, “Collateral Agent” shall mean Wells
Fargo Bank, National Association, acting as “Collateral Agent” (under and as defined in the
Indenture) for the Secured Parties, or such other Person who shall act as “Collateral Agent” (under
and as defined in the Indenture) for the Secured Parties, together with such Person’s (Wells Fargo
Bank, National Association or otherwise) successors and permitted assigns in such capacity.




          “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.




          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “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).




          “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.




          “Discharge of First Priority Claims” has the meaning assigned to such term in the
Intercreditor Agreement.







2









 








          “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.




          “First Priority Collateral Agent” has the meaning assigned to such term in the Intercreditor
Agreement.




          “First Priority Documents” has the meaning assigned to such term in the Intercreditor
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.




          “Holdings” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “Intercreditor Agreement” means the Intercreditor Agreement, dated as of September 30, 2011,
among UBS AG, Stamford Branch, in its capacity as First Priority Collateral







3









 







Agent (as defined therein), UBS AG, Stamford Branch, in its capacity as First Priority
Administrative Agent (as defined therein), Wells Fargo Bank, National Association, in its capacity
as Second Priority Collateral Agent (as defined therein), Wells Fargo Bank, National Association,
in its capacity as Second Priority Administrative Agent (as defined therein) and the other parties
thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time
to time.




          “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of
this Agreement.




          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State
of New York.




          “Obligations” means all “Obligations” as defined in the Credit Agreement, and on and after the
Consummation Date, all “Obligations” as defined in the Indenture.




          “Perfection Certificate” means, with respect to any Grantor, a certificate substantially in
the form of Exhibit II or in such other form reasonably satisfactory to the Collateral Agent,
completed and supplemented with the schedules and attachments contemplated thereby in a manner
reasonably satisfactory to the Collateral Agent, and signed by an officer of such Grantor.




          “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.




          “Secured Parties” means “Secured Parties” as defined in the Credit Agreement, and on and after
the Consummation Date, “Secured Parties” as defined in the Indenture.




          “Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.




          “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 Intercreditor
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.








4









 








          “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.




          “TDS Intermediate Parent” has the meaning assigned to such term in the preliminary statement
of this Agreement.




          “Tranche S Collateral Account Agreement” means the Tranche S Collateral Account Agreement
dated as of October 22, 2010.




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,
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 (or, on and
after the Consummation Date, the comparable provision in the Indenture) 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









5









 







evidencing such debt securities (collectively, the “Pledged Debt”); provided that the Pledged Debt
shall not include (X) the Loans held by any Grantor, (Y) the First Lien Tranche S Collateral
Account or any assets of any Grantor credited to the First Lien Tranche S Collateral Account or (Z)
the Tranche A Subordinated Intercompany Note until the Permitted Transfer Date;




          (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 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) To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, 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 any
uncertificated securities, but only for so long as such securities remain uncertificated) 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) To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, each Grantor will cause any Indebtedness for borrowed money having an aggregate
principal amount in excess 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.



6









 






          (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.



        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 (or, on and after the Consummation Date, the
comparable provision in the Indenture), (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 (or, on and after the
Consummation Date, the comparable provision in the Indenture) and transfers or other
transactions permitted under 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;









7









 









          (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;




          (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, subject to Article VII, 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. To
the extent permitted by, and subject to the terms of, the Intercreditor Agreement, 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. Subject to the terms of the
Intercreditor Agreement, 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.










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          (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 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, subject to the terms of the Intercreditor Agreement, 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, subject
to the terms of the Intercreditor Agreement, become vested in the Collateral Agent, which shall
have the sole and exclusive right and authority to receive



9









 






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, subject to the terms of the
Intercreditor Agreement, forthwith delivered to the Collateral Agent upon demand in the same form
as so received (with any necessary endorsement reasonably requested by the Collateral 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, subject to the terms of the Intercreditor
Agreement, 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.










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          (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 of the
Secured Parties, 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 (or, on and after the Consummation Date, the comparable
provision in the Indenture) 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 shall have 100%










11









 







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 First Lien Tranche S Collateral Account or any assets of any Grantor credited to the First
Lien Tranche S Collateral Account, (J) the Loans held by any Grantor, (K) the Tranche A
Subordinated Intercompany Note until the Permitted Transfer Date 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 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



12









 






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 (or, on and
after the Consummation Date, the comparable provision in the Indenture), 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 (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



13









 






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 (or, on and after the Consummation Date, the comparable provision in
the Indenture) and has priority as a matter of law and (ii) Liens expressly permitted pursuant to
Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable
provision in the Indenture).




          (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 (or, on and
after the Consummation Date, the comparable provision in the Indenture). 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 (or, on and after the Consummation
Date, the comparable provision in the Indenture).




          (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 First Priority
Collateral Agent or pursuant to the First Lien Debt Documents or any Permitted Refinancing
Documentation evidencing a Permitted Refinancing of the First Lien 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 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 First Priority Collateral Agent or pursuant to the First Lien Debt
Documents or any Permitted Refinancing Documentation evidencing a Permitted Refinancing of the
First Lien Loans.



14









 






          (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 (or, on
and after the Consummation Date, the comparable provision in the Indenture).




          (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 (or, after the Consummation
Date, the comparable provision in the Indenture), 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).




          (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, subject to the terms of the



15









 






Intercreditor Agreement, 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 (or, on and after the Consummation Date, the comparable provision in the
Indenture), 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, subject to the terms of the Intercreditor
Agreement, 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 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.



          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:









16









 









          (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, to
the extent permitted by, and subject to the terms of, the Intercreditor Agreement, 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, to the
extent permitted by, and subject to the terms of, the Intercreditor Agreement, 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, to the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, 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 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,
to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, 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.



17









 






(c) Control Agreements




          (i) Subject to the terms of the Intercreditor Agreement and upon receipt of a
written notice from the First Priority Administrative Agent (as defined in the
Intercreditor Agreement) to the applicable bank, with a copy to the applicable
Grantor, that a Discharge of First Priority Claims (as defined in the Intercreditor
Agreement) has occurred (such date, the “Discharge Date”), each applicable Domestic
Grantor (other than Holdings) shall 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 Discharge Date (or such longer period as the
Administrative Agent may agree in writing in its reasonable discretion).




          (ii) Subject to the terms of the Intercreditor Agreement and upon receipt of a
written notice from the First Priority Administrative Agent (as defined in the
Intercreditor Agreement) to the applicable Securities Intermediary, with a copy to
the applicable Grantor, that the Discharge Date has occurred, each applicable Domestic
Grantor (other than Holdings) shall use commercially reasonable efforts to enter into,
and shall use commercially reasonable efforts to 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 Discharge Date (or such
longer period as the Administrative Agent may agree in writing in its reasonable
discretion).



     SECTION 3.05 Tranche S Collateral Account. Each Lender hereby acknowledges that (A) pursuant
to the Tranche S Collateral Account Agreement the Borrower has granted to the Synthetic L/C Issuer
(as defined in the First Lien Credit Agreement) a first priority perfected Lien on the First Lien
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 (as defined in the First
Lien Credit Agreement), which Lien inures to the sole benefit of the Synthetic L/C Issuer (as
defined in the First Lien Credit Agreement) in its capacity as the Synthetic L/C Issuer (as defined
in the First Lien Credit Agreement, and not in its capacities as the administrative agent or the
collateral agent), (B) no Lien created under the Collateral Documents on the First Lien 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 First Lien 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 (as
defined in the First Lien Credit Agreement) created under the Tranche S Collateral Account
Agreement to the extent such Lien is perfected.










18









 




ARTICLE IV



Remedies




               SECTION 4.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event
of Default, it is agreed, subject to the terms of the Intercreditor Agreement, 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, to the
extent permitted by, and subject to the terms of, the Intercreditor Agreement, (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. To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, 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, to the extent permitted by, and subject to the terms of, the Intercreditor
Agreement. 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 the
Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the










19









 







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.
Subject to the terms of the Intercreditor Agreement, 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, after the Discharge of First
Priority Claims, 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, to the extent permitted by, and subject to the terms of
the Intercreditor Agreement, 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, on and after the Consummation Date, the comparable provision in the Indenture) or paying any
premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in
connection with this paragraph, including reasonable attorneys’ fees, court costs,



20









 





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) To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, 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 (or, on and after the Consummation Date, the comparable provision in the
Indenture) 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.



               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



21









 




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 (or, on and after the Consummation Date, the comparable provision in the Indenture). 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 (or, on and after the Consummation
Date, the comparable provision in the Indenture).



               SECTION 6.02 Waivers; Amendment.




          (a) No failure or delay by the Collateral Agent 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 and the Lenders hereunder and under the other Loan



22









 






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 shall not be construed as a waiver of any Default, regardless of
whether the Collateral Agent or any Lender 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
(or, on and after the Consummation Date, the comparable provision in the Indenture).




               SECTION 6.03 Collateral Agent’s Fees and Expenses; Indemnification.




          (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 (or, on and
after the Consummation Date, with respect to expenses of the Collateral Agent incurred hereunder
on and after the Consummation Date, the comparable provision in the Indenture).Without limitation
of its indemnification obligations under the other Loan Documents, the Borrower agrees to
indemnify the Collateral Agent and each other Secured Party and their respective Affiliates,
directors, officers, employees, counsel, agents, trustees, investment advisors and
attorneys-in-fact (collectively, the “Indemnitees”) 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.




          (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



23









 






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, regardless of any investigation made by
any Lender or on its behalf and notwithstanding that the Collateral Agent 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.



               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 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



24









 





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. 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 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 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 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 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 the
Administrative Agent and each Lender under this Section 6.08 are in addition to other rights and
remedies (including other rights of setoff) that the Administrative Agent and such Lender 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 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 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



25









 






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 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.










26









 









          (a) This Agreement, the Security Interest and all other security interests granted
hereby shall terminate with respect to all Obligations (other than 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.




          (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; provided further that no such release shall occur if such Grantor
continues to be a guarantor in respect of the First Lien 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).




          (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 (or, on and after the
Consummation Date, the comparable provision in the Indenture), 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 (or, on and after the Consummation Date, the comparable provision in the Indenture),
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









27









 







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, to the extent
permitted by, and subject to the terms of, the Intercreditor Agreement, (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, 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



28









 





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.




ARTICLE VII




Intercreditor Agreement




          SECTION 7.01 Intercreditor Agreement Controls. Notwithstanding anything herein to the
contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement
and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the
provisions of the Intercreditor Agreement. 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.




          SECTION 7.02 Possession or Control of Collateral. Notwithstanding anything herein to the
contrary, for so long as the Discharge of First Priority Claims shall not have occurred and the
First Lien Documents shall require the delivery of possession or control to the First Priority
Collateral Agent of Collateral, any covenant hereunder requiring (or any representation or warranty
hereunder to the extent that it would have the effect of requiring) the delivery of possession or
control to the Collateral Agent of Collateral shall be deemed to have been satisfied (or, in the
case of any representation and warranty, shall be deemed to be true) if, prior to the Discharge of
First Priority Claims, such possession or control shall have been delivered to the First Priority
Collateral Agent, as provided in the Intercreditor Agreement.




ARTICLE VIII




Bond Conversion Offer




          SECTION 8.01 Consummation Date. Notwithstanding anything to the contrary set forth herein or
in any other Loan Document, on and after the Consummation Date, (i) any references to the Credit
Agreement shall be automatically deemed replaced by the Indenture entered into by the Borrower on
the Consummation Date, and references to the Collateral Agent shall be deemed to be references to
the “Collateral Agent” under and as defined in the Indenture, and (ii) this Agreement shall be
automatically deemed amended mutatis mutandis to reflect that the Liens and security interests
granted hereunder to the Collateral Agent (for the benefit of the Secured Parties) shall secure the
“Obligations” as defined in the Indenture so as to constitute Liens and security interests granted
hereunder to the “Collateral Agent” under and as defined in the Indenture, who shall on and after
the Consummation Date be the Collateral Agent for all purposes hereof (for the benefit of the
“Secured Parties” as defined in the Indenture), to secure the “Obligations” (as defined in the
Indenture). On and after the Consummation Date, the “Obligations” as defined in the Credit
Agreement shall automatically






29









 







tions” as defined in the Credit Agreement shall automatically and without further action cease to
be “Obligations” secured by the Liens and security interests granted under this Agreement, and on
and after the Consummation Date, all “Obligations” as defined in the Indenture shall automatically
and without further action constitute “Obligations” secured by the Liens and security interests
granted under this Agreement. In the event that the “Collateral Agent” under the Credit Agreement
on the Consummation Date is a different entity from the “Collateral Agent” under the Indenture, the
“Collateral Agent” under the Credit Agreement shall (i) continue to act as bailee and agent for
perfection for the “Collateral Agent” under and as defined in the Indenture in respect of any
possessory Collateral and any other Collateral until such actions have been taken to comply with
applicable law to ensure the continuing validity and perfection of the Liens and security interests
granted hereunder in favor of the “Collateral Agent” under and as defined in the Indenture, for the
benefit of the “Secured Parties” as defined in the Indenture, and (ii) promptly upon the request of
the “Collateral Agent” under and as defined in the Indenture, deliver to the “Collateral Agent”
under and as defined in the Indenture any Collateral in the possession of the “Collateral Agent”
under and as defined in the Credit Agreement (together with any applicable endorsements and
instruments of transfer), and take such other action, and execute and deliver such assignment
agreements or other instruments and documents, as the “Collateral Agent” under and as defined in
the Indenture may reasonably request, to ensure the continuing validity and perfection of the Liens
and security interests granted hereunder in favor of the “Collateral Agent” under and as defined in
the Indenture, for the benefit of the “Secured Parties” as defined in the Indenture, and to assign
the rights of the “Collateral Agent” under and as defined in the Credit Agreement with respect
thereto to the “Collateral Agent” under and as defined in the Indenture.





30












 





          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 	 
	 





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Collateral Agent

 	 
	 	By:  	/s/ Julius R. Zamora
 	 
	 	 	Name:  	Julius R. Zamora 	 
	 	 	Title:  	Vice President 	 
	 





 












 





Schedule I to the

Second 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

Second 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
	 	 	65	%
	 

	 	 	 	 	 	 	 	Issued: 900	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Covia Canada Partnership
Corp.

	 	 	11	 	 	Travelport Inc.
	 	 100
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Galileo International B.V.

	 	 	 	 	 	Travelport Limited
	 	Auth: 900
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 182	 	 	 	 
	 
	Galileo Technologies LLC

	 	 	5	 	 	Travelport Inc.
	 	Auth: 1,000
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 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
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 100	 	 	 	 
	 
	Gullivers Jersey 1 Limited

	 	 	3	 	 	Travelport Inc.
	 	Auth: 100,000
	 	 	65	%
	 

	 	 	 	 	 	 	 	Issued: 353	 	 	 	 
	 
	OWW2, LLC

	 	 	6	 	 	TDS Investor
	 	 100%
	 	 	100	%
	 

	 	 	 	 	 	(Luxembourg)
S.a.r.l.	 	 	 	 	 	 
	 
	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
	 	 	100	%






Schedule II-1





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	Registered	 	Number and Class	 	Percentage of
	Entity	 	Certificate	 	Owner(s)	 	Equity Interests	 	Equity Interests
	 

	 	 	 	 	 	 	 	Issued: 100	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Holdings, LLC

	 	 	 	 	 	Worldspan
Technologies, Inc.
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Inc.

	 	 	4	 	 	Travelport LLC
	 	Auth: 1,000
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 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
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 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
	 	 	65	%
	 

	 	 	 	 	 	 	 	Issued: 2	 	 	 	 
	 
	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
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 2,100	 	 	 	 
	 
	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
	 	  NA.
	 	 	100	%
	 

	 	 	 	 	 	Holdings, LLC	 	 	 	 	 	 
	 
	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;
	 	5,494,000 units
belonging to
WASAH
	 	 	65	%
	 
	 

	 	 	 	 	 	Travelport, LP	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	  5,500 units	 	 	 	 






Schedule II-2




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	Registered	 	Number and Class	 	Percentage of
	Entity	 	Certificate	 	Owner(s)	 	Equity Interests	 	Equity Interests
	 

	 	 	 	 	 	 	 	belonging to
Travelport, LP	 	 	 	 
	 
	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

Second 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 Second Lien Security Agreement




PERMITTED SUBSIDIARY DISPOSITIONS AND LIQUIDATIONS




4Oceans 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 Second 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 Second 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 Second 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

Second Lien Security Agreement




          SUPPLEMENT NO. __, dated as of [•] (this “ Supplement”), to the Second Lien Security Agreement, dated
as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the
laws of Bermuda (“Holdings”), TRAVELPORT LLC, 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 other Subsidiaries of Holdings from time to time party thereto and
Wells Fargo Bank, National Association, as Collateral Agent (as used herein, as defined in the
Security Agreement referred to below).




          A. Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells
Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein),
Wells Fargo Bank, National Association, as the “Collateral Agent” (under and as defined therein),
and each Lender from time to time party thereto.




          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement.




          C. The Grantors have entered into the Security Agreement in order to induce the Lenders to
make Loans. 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 and as consideration for
Loans previously made.




          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 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




Exhibit I-1







 









 







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 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 ef-




Exhibit I-2






 









 







fect 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.




          SECTION 9. Notwithstanding anything herein to the contrary, the lien and security interest
granted to Collateral Agent pursuant to this Supplement and the exercise of any right or remedy by
Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the
event of any conflict between the terms of the Intercreditor Agreement and this Supplement, the
terms of the Intercreditor Agreement shall govern and control.




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:



WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit I-4




 









 








Schedule I

to the Supplement No __ to the

Second Lien 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
	 

	 	 
	 	 
	 	 





Exhibit I - 5




 









 








Exhibit II to the

Second Lien Security Agreement




FORM OF

PERFECTION CERTIFICATE




[•], 2011



     Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”; capitalized terms used but not defined herein have the meanings assigned therein),
among Travelport Limited, a company incorporated under the laws of Bermuda (“Holdings”),
Travelport LLC, 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”), Wells Fargo Bank, National
Association, as the Administrative Agent, Wells Fargo Bank, National Association, as the
Collateral Agent, and each Lender from time to time party thereto.




          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 of the
date hereof 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 year, 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 year. 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 year:



(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) [Reserved].



(d) Set forth below is a list of all real property owned by each Loan Party that has a book value
in excess of $7,250,000 and the name of the Loan Party that owns such real property:



(e) [Reserved].




3. [Reserved].



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, to the extent required
to be pledged under the Security Agreement. 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, to the extent required to be pledged under the
Security Agreement.



6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all promissory
notes and other evidence of Indebtedness for borrowed money 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.



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.




Exhibit II - 2




 









 







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 (such terms, as used herein, as defined in the Intellectual
Property Security Agreement), 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 (such terms, as used herein, as defined in the Intellectual
Property Security Agreement), 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 (as used herein, as defined
in the Intellectual Property Security Agreement), 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.




	 	 	 	 	 
	 	TRAVELPORT LLC,

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Perfection Certificate




 









 








Schedule 1



	 	 	 	 	 	 	 
	 	 	 	 	Changes in Identity or	 	 
	 	 	 	 	Corporate Structure in Past	 	 
	 	 	 	 	Year (including Mergers,	 	 
	 	 	Each Legal Name	 	Consolidations and 	 	 
	 	 	in Past Year	 	Acquisitions, and any change in	 	List of all other Names
	 	 	(with date of relevant	 	form, nature or 	 	(including Trade Names)
	Loan Party	 	change	 	jurisdiction)	 	in Past Year
	 

	 	 
	 	 	 	 





Exhibit II - 5




 









 








Schedule 4




	 	 	 
	Loan Parties	 	Filing Location
	 
	 	 





Exhibit II - 6




 









 








Schedule 5



	 	 	 	 	 	 	 
	 	 	 	 	Issued and	 	 
	 	 	Jurisdiction of	 	Outstanding	 	 
	 	 	Incorporation	 	Equity 	 	 
	Entity	 	or Formation	 	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 G




Second Lien Intellectual Property Security Agreement




See attached.





 











 





EXECUTION VERSION




 





SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT




Dated as of


September 30, 2011,



among



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,



CERTAIN SUBSIDIARIES OF HOLDINGS



IDENTIFIED HEREIN



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.01 Credit Agreement
	 	 	1	 
	Section 1.02 Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II SECURITY INTERESTS
	 	 	4	 
	Section 2.01 Security Interest
	 	 	5	 
	Section 2.02 Representations and Warranties
	 	 	6	 
	Section 2.03 Covenants
	 	 	7	 
	Section 2.04 As to Intellectual Property Collateral
	 	 	9	 
	 
	 	 	 	 
	ARTICLE III REMEDIES
	 	 	10	 
	Section 3.01 Remedies Upon Default
	 	 	10	 
	Section 3.02 Application of Proceeds
	 	 	12	 
	Section 3.03 Grant of License to Use Intellectual Property
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IV INDEMNITY, SUBROGATION AND SUBORDINATION
	 	 	12	 
	Section 4.01 Indemnity
	 	 	13	 
	Section 4.02 Contribution and Subrogation
	 	 	13	 
	Section 4.03 Subordination
	 	 	13	 
	 
	 	 	 	 
	ARTICLE V MISCELLANEOUS
	 	 	13	 
	Section 5.01 Notices
	 	 	13	 
	Section 5.02 Waivers; Amendment
	 	 	14	 
	Section 5.03 Collateral Agent’s Fees and Expenses; Indemnification
	 	 	14	 
	Section 5.04 Successors and Assigns
	 	 	15	 
	Section 5.05 Survival of Agreement
	 	 	15	 
	Section 5.06 Counterparts; Effectiveness; Several Agreement
	 	 	15	 
	Section 5.07 Severability
	 	 	16	 
	Section 5.08 Right of Set-Off
	 	 	16	 
	Section 5.09 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	16	 
	Section 5.10 WAIVER OF JURY TRIAL
	 	 	17	 
	Section 5.11 Headings
	 	 	17	 
	Section 5.12 Security Interest Absolute
	 	 	17	 
	Section 5.13 Termination or Release
	 	 	18	 
	Section 5.14 Additional Restricted Subsidiaries
	 	 	18	 
	Section 5.15 General Authority of the Collateral Agent
	 	 	19	 
	Section 5.16 Collateral Agent Appointed Attorney-in-Fact
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI INTERCREDITOR AGREEMENT
	 	 	20	 
	Section 6.01 Intercreditor Agreement Controls
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VII BOND CONVERSION OFFER
	 	 	20	 
	Section 7.01 Consummation Date
	 	 	20	 






 









 





Schedules




	 	 	 

	Schedule I

	 	Subsidiary Parties
	Schedule II

	 	Intellectual Property
	 
	 	 
	Exhibits
	 	 
	 
	 	 
	Exhibit I

	 	Form of Supplement
	Exhibit II

	 	Form of Copyright Security Agreement
	Exhibit III

	 	Form of Trademark Security Agreement
	Exhibit IV

	 	Form of Patent Security Agreement






 









 





          SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of September 30, 2011 among
TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC,
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
other Subsidiaries of Holdings from time to time party hereto and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Collateral Agent (as defined below) for the Secured Parties (as defined below).



          Reference is made to the Second Lien Credit Agreement dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells
Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein),
Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and
each Lender from time to time party thereto. The Lenders have agreed to extend credit to the
Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of
the Lenders to extend such credit 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 (or, on and after the Consummation Date, the meaning
specified for the comparable term in the Indenture). 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:



          “Administrative Agent” means Wells Fargo Bank, National Association, together with its
successors and permitted assigns, acting as administrative agent under the Credit Agreement, or, on
and after the Consummation Date, Wells Fargo Bank, National Association,



 









 







acting as trustee under the Indenture, or such other Person who shall act as trustee under the
Indenture, together with such Person’s (Wells Fargo Bank, National Association, or otherwise)
successors and permitted assigns in such capacity.



          “Agreement” means this Second Lien Intellectual Property Security Agreement.



          “Borrower” has the meaning assigned to such term in the preliminary statement of this
Agreement.



          “Claiming Party” has the meaning assigned to such term in Section 4.02.



          “Collateral” has the meaning assigned to such term in Section 2.01.



          “Collateral Agent” means Wells Fargo Bank, National Association, together with its successors
and permitted assigns, acting as “Collateral Agent” (under and as defined in the Credit Agreement)
for the Secured Parties, or, on and after the Consummation Date, Wells Fargo Bank, National
Association, acting as “Collateral Agent” (under and as defined in the Indenture) for the Secured
Parties, or such other Person who shall act as “Collateral Agent” (under and as defined in the
Indenture) for the Secured Parties, together with such Person’s (Wells Fargo Bank, National
Association, or otherwise) successors and permitted assigns in such capacity.



          “Contributing Party” has the meaning assigned to such term in Section 4.02.



          “Copyright License” means any written agreement, now or hereafter in effect, granting any
right to any third party under any Copyright now or hereafter owned by any Grantor or that such
Grantor otherwise has the right to license, or granting any right to any Grantor under any
Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such
agreement.



          “Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a)
all copyright rights in any work subject to the copyright laws of the United States or any other
country, whether as author, assignee, transferee or otherwise, and (b) all registrations and
applications for registration of any such copyright in the United States or any other country,
including registrations, recordings, supplemental registrations and pending applications for
registration in the United States Copyright Office, including those listed on Schedule II.



          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this
Agreement.



          “Discharge of First Priority Claims” has the meaning assigned to such term in the
Intercreditor Agreement.



          “First Priority Collateral Agent” has the meaning assigned to such term in the Intercreditor
Agreement.



          “First Priority Documents” has the meaning assigned to such term in the Inter-creditor
Agreement.



2









 





          “Grantor” means each of Holdings, the Borrower and each Subsidiary Party.



          “Holdings” has the meaning assigned to such term in the preliminary statement of this
Agreement.



          “Intellectual Property” means all intellectual and similar property of every kind and nature
now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights,
Licenses, Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and franchises, and all
additions, improvements and accessions to, and books and records describing or used in connection
with, any of the foregoing.



          “Intellectual Property Collateral” means Collateral consisting of Intellectual Property.



          “Intellectual Property Security Agreement Supplement” means an instrument in the form of
Exhibit I hereto.



          “Intermediate Parent” has the meaning assigned to such term in the preliminary statement of
this Agreement.



          “Intercreditor Agreement” means the Intercreditor Agreement, dated as of [•], 2011, among UBS
AG, Stamford Branch, in its capacity as First Priority Collateral Agent (as defined therein), UBS
AG, Stamford Branch, in its capacity as First Priority Administrative Agent (as defined therein),
Wells Fargo Bank, National Association, in its capacity as Second Priority Collateral Agent (as
defined therein), Wells Fargo Bank, National Association, in its capacity as Second Priority
Administrative Agent (as defined therein) and the other parties thereto, as amended, restated,
amended and re-stated, supplemented or otherwise modified from time to time.



          “License” means any Patent License, Trademark License, Copyright License or other Intellectual
Property license or sublicense agreement to which any Grantor is a party, including those listed on
Schedule II.



          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State
of New York.



          “Obligations” means all “Obligations” as defined in the Credit Agreement, and on and after the
Consummation Date, all “Obligations” as defined in the Indenture.



          “Patent License” means any written agreement, now or hereafter in effect, granting to any
third party any right to make, use or sell any invention on which a Patent, now or hereafter owned
by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting
to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under any such agreement.



3









 





          “Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all
letters patent of the United States or the equivalent thereof in any other country, all
registrations and recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office or any similar offices in any other
country, including those listed on Schedule II, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.



          “Perfection Certificate” has the meaning specified in the Security Agreement.



          “Proceeds” has the meaning specified in Section 9-102 of the New York UCC.



          “Secured Parties” means “Secured Parties” as defined in the Credit Agreement, and on and after
the Consummation Date, “Secured Parties” as defined in the Indenture.



          “Security Interest” has the meaning assigned to such term in Section 2.01(a).



          “Subsidiary Parties” means (a) the Restricted Subsidiaries 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.



          “TDS Intermediate Parent” has the meaning assigned to such term in the preliminary statement
of this Agreement.



          “Trademark License” means any written agreement, now or hereafter in effect, granting to any
third party any right to use any Trademark now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, or granting to any Grantor any right to use any
Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such
agreement.



          “Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a)
all trademarks, service marks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all registration and recording applications filed in
connection therewith, including registrations and registration applications in the United States
Patent and Trademark Office or any similar offices in any State of the United States or any other
country or any political subdivision thereof, and all extensions or renewals thereof, including
those listed on Schedule II, (b) all goodwill associated therewith or symbolized thereby and (c)
all other assets, rights and interests that uniquely reflect or embody such goodwill.



ARTICLE II




SECURITY INTERESTS



4









 





          Section 2.01 Security Interest. (a) As security for the payment or performance, as the case
may be, in full of the Obligations, including the Guarantees, each Grantor hereby collaterally
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, 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 Grantor or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Collateral”):




     (i) all Copyrights;




     (ii) all Patents;




     (iii) all Trademarks; provided, however, that the grant of Security Interest shall not include
any intent-to-use application for a Trademark that may be deemed invalidated, cancelled or
abandoned due to the grant and/or enforcement of such Security Interest unless and until such time
that the acceptable evidence of use of such Trademark is filed with the United States Patent and
Trademark Office and grant and/or enforcement of the Security Interest will not affect the status
or validity of such application for such Trademark or the resulting registration;




     (iv) all Licenses;




     (v) all other Intellectual Property; and




     (vi) all Proceeds and products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing.



          (b) Each 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 with respect to the Collateral or any part thereof and amendments thereto or
continuation statements without the signature of the Grantor in respect thereof that (i) indicate
the Collateral as “all assets whether now owned or hereafter acquired” of such 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
whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor. Each Grantor agrees to provide such information to
the Collateral Agent promptly upon request.



          The Collateral Agent is further authorized to file with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any similar office in any
other country or state) such documents as may be necessary or advisable for the purpose of
perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each
Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors
and the Collateral Agent as secured party.



5









 





          (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 Collateral.



          Section 2.02 Representations and Warranties. Holdings, the Intermediate Parent and the
Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to
the Collateral Agent and the other Secured Parties that:




     (a) Each Grantor has good and valid rights in and title to the 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 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 Uniform Commercial Code 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 (or, on and after the Consummation
Date, the comparable provision in the Indenture)), are all the filings, recordings and
registrations (other than filings required to be made in the United States Patent and Trademark
Office and the United States Copyright Office in order to perfect the Security Interest in
Collateral consisting of United States Patents, Trademarks and Copyrights) 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 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, 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. Each
Grantor represents and warrants that a fully executed agreement in the form hereof and containing a
description of all Collateral consisting of Intellectual Property with respect to United States
Patents and United States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights have been delivered
to the Collateral Agent for recording by the United States Patent and Trademark Office and the
United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and
the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of
any other necessary jurisdiction, to protect the validity of and 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 Collateral consisting of Patents, Trademarks and Copyrights in which a
security interest may be perfected by filing, recording or registration in the



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United States (or any political subdivision thereof) and its territories and possessions, and
no further or subsequent filing, refiling, recording, rerecording, registration or reregistration
is necessary (other than such actions as are necessary to perfect the Security Interest with
respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or
application for registration thereof) acquired or developed after the date hereof).




     (c) The Security Interest constitutes (i) a legal and valid security interest in all the
Collateral securing the payment and performance of the Obligations, including the Guarantees, (ii)
subject to the filings described in Section 2.02(b), a perfected security interest in all
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 and (iii) a
security interest that shall be perfected in all Collateral in the United States in which a
security interest may be perfected upon the receipt and recording of this Agreement with the United
States Patent and Trademark Office and the United States Copyright Office, as applicable, within
the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C.
§ 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205 and
otherwise as may be required pursuant to the laws of any other necessary 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 Collateral, other than (i) any nonconsensual Lien that is expressly permitted
pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the
comparable provision in the Indenture) and has priority as a matter of law and (ii) Liens expressly
permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date,
the comparable provision in the Indenture).




     (d) The Collateral is owned by the Grantors free and clear of any Lien, except for Liens
expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the
Consummation Date, the comparable provision in the Indenture). None of the Grantors has filed or
consented to the filing of (i) any financing statement or analogous document under the Uniform
Commercial Code or any other applicable laws covering any Collateral, (ii) any assignment in which
any Grantor assigns any Collateral or any security agreement or similar instrument covering any
Collateral with the United States Patent and Trademark Office or the United States Copyright Office
or (iii) any assignment in which any Grantor assigns any Collateral or any security agreement or
similar instrument covering any 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 (or, on and after the Consummation Date, the comparable
provision in the Indenture).



          Section 2.03 Covenants.



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          (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 Collateral against all Persons and to defend the Security Interest
of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly
permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date,
the comparable provision in the Indenture).



          (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 (or, on and after the
Consummation Date, the comparable provision in the Indenture), 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)
and 2(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 2.03(c).



          (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 or other documents in connection herewith or therewith. If any amount
payable under or in connection with any of the 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.



          Without limiting the generality of the foregoing, each Grantor hereby authorizes the
Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by
supplementing Schedule II or adding additional schedules hereto to specifically identify any asset
or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor
shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent
of the specific identification of such Collateral, to advise the Collateral Agent in writing of any
inaccuracy of the representations and warranties made by such Grantor hereunder with respect to
such Collateral. Each Grantor agrees that it will use its best efforts to take such action as shall
be necessary in order that all representations and warranties hereunder shall be true and correct
with respect to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral.



          (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
Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement (or, on and



8









 







after the Consummation Date, the comparable provision in the Indenture), and may pay for the
maintenance and preservation of the 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,
subject to the terms of the Intercreditor Agreement, 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) 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 Collateral, all in accordance with the terms and conditions thereof, and each
Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the
other Secured Parties from and against any and all liability for such performance.



          Section 2.04 As to Intellectual Property Collateral.



          (a) In order to facilitate filings with United States Patent and Trademark Office and the
United States Copyright Office, each Grantor, if applicable, shall execute and deliver to
Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements or Patent
Security Agreements, or supplements thereto, in the forms of Exhibits II, III and IV, to further
evidence Collateral Agent’s Security Interest in such Grantor’s Intellectual Property Collateral
relating thereto or represented thereby.



          (b) Except to the extent failure to act could not reasonably be expected to have a Material
Adverse Effect, with respect to registration or pending application of each item of its
Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees
to take, at its expense, all steps, including, without limitation, in the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any other governmental authority located in the United
States, to (i) maintain the validity and enforceability of any registered Intellectual Property
Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full
force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or
Copyright registration or application, now or hereafter included in such Intellectual Property
Collateral of such Grantor, including, without limitation, the payment of required fees and taxes,
the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S.
Copyright Office or other governmental authorities, the filing of applications for renewal or
extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing
of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions,
the payment of maintenance fees and the participation in interference, reexamination, opposition,
cancellation, infringement and misappropriation proceedings.



          (c) Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor
shall do or permit any act or knowingly omit to do any act whereby any of its



9









 







Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable
or placed in the public domain (or in case of a trade secret, lose its competitive value).



          (d) Except where failure to do so could not reasonably be expected to have a Material Adverse
Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual
Property Collateral, including, without limitation, maintaining the quality of any and all products
or services used or provided in connection with any of the Trademarks, consistent with the quality
of the products and services as of the date hereof, and taking all steps necessary to ensure that
all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to
the standards of quality.



          (e) Each Grantor agrees that, should it obtain an ownership or other interest in any
Intellectual Property after the Closing Date (“After-Acquired Intellectual Property”) (i) the
provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired
Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall
automatically become part of the Intellectual Property Collateral subject to the terms and
conditions of this Agreement and the Intercreditor Agreement with respect thereto.



          (f) Once every fiscal quarter of the Borrower, with respect to issued or registered Patents
(or published applications therefor) or Trademarks (or applications therefor), and once every
month, with respect to registered Copyrights, each Grantor shall sign and deliver to the Collateral
Agent an appropriate Intellectual Property Security Agreement with respect to all applicable
Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the
extent that such Intellectual Property is not covered by any previous Intellectual Property
Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as
reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable
recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as
appropriate.



          (g) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance
of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement and
the Intercreditor Agreement if such Grantor determines in its reasonable business judgment that
such discontinuance is desirable in the conduct of its business.



ARTICLE III




REMEDIES



          Section 3.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event
of Default, subject to the terms of the Intercreditor Agreement, each Grantor agrees to deliver
each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral
Agent shall have the right, to the extent permitted by, and subject to the terms of, the
Intercreditor Agreement, at such time or after, with respect to any Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer
and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent,
or to license or sublicense, whether general, special or otherwise, and whether on an



10









 







exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and
conditions and in such manner as the Collateral Agent shall determine (other than in violation of
any then-existing licensing arrangements to the extent that waivers cannot be obtained), and,
generally, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, 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. Without limiting the generality of the foregoing,
each Grantor agrees, to the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, that the Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law and the notice requirements described below, to sell or otherwise dispose of all or
any part of the Collateral securing the Obligations at a public or private sale, for cash, upon
credit or for future delivery as the Collateral Agent shall deem appropriate. 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. Any such public sale shall be held at such time or times within ordinary business hours and
at such place or places as 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



11









 







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, to the extent
permitted by, and subject to the terms of the Intercreditor Agreement, 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 3.01 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.



          Section 3.02 Application of Proceeds. To the extent permitted by, and subject to the terms of,
the Intercreditor Agreement, 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 (or, on and after the Consummation Date, the comparable provision in the
Indenture) 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.



          Section 3.03 Grant of License to Use Intellectual Property. For the purpose of enabling the
Collateral Agent to exercise rights and remedies under this Agreement at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent
permitted by, and subject to the terms of, the Intercreditor Agreement, each Grantor shall, upon
request by the Collateral Agent at any time after and during the continuance of an Event of
Default, grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the
Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and
wherever the same may be located, and including in such license reasonable access to all media in
which any of the licensed items may be recorded or stored and to all computer software and programs
used for the compilation or printout thereof. To the extent permitted by, and subject to the terms
of the Intercreditor Agreement, the use of such license by the Collateral Agent may be exercised,
at the option of the Collateral Agent, during the continuation of an Event of Default; provided
that any license, sublicense or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an
Event of Default.



ARTICLE IV




INDEMNITY, SUBROGATION AND SUBORDINATION



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          Section 4.01 Indemnity. In addition to all such rights of indemnity and subrogation as the
Grantors may have under applicable law (but subject to Section 4.03), 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.



          Section 4.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”)
agrees (subject to Section 4.03) 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 4.01, 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 Grantors
on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section
5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by
such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this
Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such
payment.



          Section 4.03 Subordination.



          (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Grantors under Sections 4.01 and 4.02 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 4.01 and 4.02 (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 V




Miscellaneous




          Section 5.01 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 (or, on and after the Consummation Date, the comparable provision in the Indenture). All
communications and notices hereunder to any Subsidiary Party shall be given to



13









 






          it in care of the Borrower as provided in Section 10.02 of the Credit Agreement (or, on and
after the Consummation Date, the comparable provision in the Indenture).



          Section 5.02 Waivers; Amendment.



          (a) No failure or delay by the Collateral Agent 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 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 5.02, 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 shall not be construed as a waiver of any Default,
regardless of whether the Collateral Agent or any Lender 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 (or, on
and after the Consummation Date, the comparable provision in the Indenture).



          Section 5.03 Collateral Agent’s Fees and Expenses; Indemnification.



          (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 (or, on and
after the Consummation Date, with respect to expenses of the Collateral Agent incurred hereunder on
and after the Consummation Date, the comparable provision in the Indenture).



          (b) Without limitation of its indemnification obligations under the other Loan Documents, the
Borrower agrees to indemnify the Collateral Agent and each other Secured Party and their respective
Affiliates, directors, officers, employees, counsel, agent, trustees, investment advisors and
attorneys-in-fact (collectively, the “Indemnitees”) 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 losses, claims, damages,



14









 





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 willful misconduct of such
Indemnitee or 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 5.03 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 5.03 shall be payable within 10 days of
written demand therefor.



          Section 5.04 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 5.05 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, regardless of any investigation made by
any Lender or on its behalf and notwithstanding that the Collateral Agent 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.



          Section 5.06 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 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,




15











 




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 5.07 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 5.08 Right of Set-Off. 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 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 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 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 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 under 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; provided that, in the case of any such deposits or other Indebtedness for the
credit or the account of any Foreign Subsidiary, such set off may only be against any obligations
of Foreign Subsidiaries. Each Lender agrees promptly to notify the Borrower and the Collateral
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 6.08 are in addition to other rights and remedies (including other rights
of setoff) that the Collateral Agent and such Lender may have.




          Section 5.09 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 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





16









 







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 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 5.09. 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 5.01. 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 5.10 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 5.10.




          Section 5.11 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 5.12 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



17









 







guaranteeing all or any of the Obligations or (d) subject to the terms of Section 5.13, 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 5.13 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 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.




          (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 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; provided, further, that
no such release shall occur if such Grantor continues to be a guarantor in respect of the First
Lien Credit Agreement, any First Lien Permitted Refinancing Documents, High Yield Notes or any
Junior Financing.




          (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 9.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable
provision in the Indenture), the security interest in such Collateral shall be automatically
released.




          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this
Section 5.13, 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 5.13 shall be without
recourse to or warranty by the Collateral Agent.




          Section 5.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement
(or, on and after the Consummation Date, the comparable provision in the Indenture), 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 an Intellectual Property 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.








18









 








          Section 5.15 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.




          Section 5.16 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, to the extent
permitted by, and subject to the terms of the Intercreditor Agreement, (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, collect,
receive payment of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) 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; (d) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or any of the
Collateral; and (e) 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.










19









 





ARTICLE VI



Intercreditor Agreement



          Section 6.01 Intercreditor Agreement Controls. Notwithstanding anything herein to the contrary, the
lien and security interest granted to the Collateral Agent pursuant to this Agreement and the
exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of
the Intercreditor Agreement. 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.




ARTICLE VII




Bond Conversion Offer



          Section 7.01 Consummation Date. Notwithstanding anything to the contrary set forth herein or in any
other Loan Document, on and after the Consummation Date, (i) any references to the Credit Agreement
shall be automatically deemed replaced by references to the Indenture entered into by the Borrower
on the Consummation Date, and references to the Collateral Agent shall be deemed to be references
to the “Collateral Agent” under and as defined in the Indenture, and (ii) this Agreement shall be
automatically deemed amended mutatis mutandis to reflect that the Liens and security interests
granted hereunder to the Collateral Agent (for the benefit of the Secured Parties) shall secure the
“Obligations” as defined in the Indenture so as to constitute Liens and security interests granted
hereunder to the “Collateral Agent” under and as defined in the Indenture, who shall on and after
the Consummation Date be the Collateral Agent for all purposes hereof (for the benefit of the
“Secured Parties” as defined in the Indenture), to secure the “Obligations” (as defined in the
Indenture). On and after the Consummation Date, the “Obligations” as defined in the Credit
Agreement shall automatically and without further action cease to be “Obligations” secured by the
Liens and security interests granted under this Agreement, and on and after the Consummation Date,
all “Obligations” as defined in the Indenture shall automatically and without further action
constitute “Obligations” secured by the Liens and security interests granted under this Agreement.
In the event that the “Collateral Agent” under the Credit Agreement on the Consummation Date is a
different entity from the “Collateral Agent” under the Indenture, the “Collateral Agent” under the
Credit Agreement shall (i) continue to act as bailee and agent for perfection for the “Collateral
Agent” under and as defined in the Indenture in respect of any possessory Collateral and any other
Collateral until such actions have been taken to comply with applicable law to ensure the
continuing validity and perfection of the Liens and security interests granted hereunder in favor
of the “Collateral Agent” under and as defined in the Indenture, for the benefit of the “Secured
Parties” as defined in the Indenture, and (ii) promptly upon the request of the “Collateral Agent”
under and as defined in the Indenture, deliver to the “Collateral Agent” under and as defined in
the Indenture any Collateral in the possession of the “Collateral Agent” under and as defined in
the Credit Agreement (together with any applicable endorsements and instruments of transfer), and
take such other action, and execute and deliver such assignment agreements or other instruments and
documents, as the “Collateral Agent” under and as defined in the Indenture may reasonably request,
to ensure the continuing validity and perfection of the Liens and security interests granted
hereunder in favor of the “Collateral Agent” under and as defined in the Indenture, for the benefit
of the










20









 







“Secured Parties” as defined in the Indenture, and to assign the rights of the “Collateral Agent”
under and as defined in the Credit Agreement with respect thereto to the “Collateral Agent” under
and as defined in the Indenture.




[Remainder of page intentionally left blank]










21









 








          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 	 
	 
	 	TRAVELPORT LLC, as the Borrower

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	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 	 
	 





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Collateral Agent

 	 
	 	By:  	/s/ Julius R. Zamora
 	 
	 	 	Name:  	Julius R. Zamora 	 
	 	 	Title:  	Vice President 	 
	 









 









 








Schedule I to the

Second Lien Intellectual Property

Security Agreement




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






[* Indicates that the entity executed this Agreement under an individual signature block]




 












 





Schedule II to the

Second Lien Intellectual Property

Security Agreement




U.S. COPYRIGHTS OWNED BY TRAVELPORT, LP




	 	 	 	 	 	 	 
	Title	 	Jurisdiction	 	Reg. No.	 	Record Owner
	Worldspan AVS database

	 	USA
	 	TX0005589147
	 	Worldspan, L.P.*
	Worldspan computer interface program

	 	USA
	 	TX0005586920
	 	Worldspan, L.P.*
	Worldspan echo availability data-base

	 	USA
	 	TX0005589168
	 	Worldspan, L.P.*
	Worldspan/Kinetics computer interface program

	 	USA
	 	TX0005589163
	 	Worldspan, L.P.*
	Worldspan disk drive utility computer 

program

	 	USA
	 	TXu000688224
	 	Worldspan, L.P.*








 




			
	*	 	- Worldspan, L.P. changed its name to Travelport, LP.





PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT

OPERATIONS, INC.




	 	 	 	 	 	 	 	 	 	 	 
	Patent No./	 	 	 	 	 	Record	 	 	 	 
	Application No.	 	Country	 	Title	 	Owner	 	App. Date	 	Date Issued
	2,338,274

	 	Canada
	 	Apparatus and Method for On-line Price
Competitor’s Goods and/or Services over
a Computer Network
	 	Travelport
Operations,
Inc.
	 	03 June
1999	 	 
	2000-561573

	 	Japan
	 	Apparatus and Method for On-line Price
Competitor’s Goods and/or Services over
a Computer Network
	 	Travelport
Operations,
Inc.
	 	7/16/2002
Publication
Date	 	 
	712,016

	 	Korea
	 	Apparatus and Method for On-line Price
Competitor’s Goods and/or Services over
a Computer Network
	 	Travelport
Operations,
Inc.
	 	03 June
1999
	 	20 April
2007
	814,895

	 	Korea
	 	Computer-Implemented System and
Method for Booking Airline Travel Itineraries
	 	Travelport
Operations,
Inc.
	 	17 September 2001
	 	12 March
2008






1









 






	 	 	 	 	 	 	 	 	 	 	 
	Patent No./	 	 	 	 	 	Record	 	 	 	 
	Application No.	 	Country	 	Title	 	Owner	 	App. Date	 	Date Issued
	6,035,288

	 	US
	 	Interactive Computer-Implemented System and Method for Negotiating Sale of
Goods and/or Services
	 	Travelport
Operations,
Inc.
	 	29 June
1998
	 	07 March
2000
	10/940979

	 	US
	 	Interactive Computer-Implemented System and Method for Negotiating Sale of
Goods and/or Services
	 	Travelport
Operations,
Inc.
	 	15 September 2004	 	 
	6,076,070

	 	US
	 	Apparatus and Method for On-line Price
Comparison of Competitor’s Goods and/or
Services over a Computer Network
	 	Travelport
Operations,
Inc.
	 	23 July
1998
	 	13 June
2000
	6,304,850

	 	US
	 	Computer-Implemented System and
Method for Booking Airline Travel Itineraries
	 	Travelport
Operations,
Inc.
	 	17 March
1999
	 	16 October
2001
	12/738350

	 	US
	 	Systems and Methods for Programmatic
Generation of Database Statements
	 	Travelport
Operations,
Inc.
	 	16 April
2010	 	 






PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT, LP




	 	 	 	 	 	 	 	 	 	 	 
	Patent No./	 	 	 	 	 	Record	 	 	 	 
	Application No.	 	Country	 	Title	 	Owner	 	App. Date	 	Date Issued
	7,062,480

	 	US
	 	System and method for caching and utilizing flight availability
	 	Travelport,
LP
	 	01 April
2002
	 	13 June
2006
	7,853,575




7,693,894

	 	US




US
	 	System and method for caching and utilizing flight availability data

System and method for caching and utilizing flight availability data
	 	Travelport,
LP




Travelport,
LP
	 	10 February
2006




10 February
2006
	 	14 December 2010




06 April
2010
	7,603,281

	 	US
	 	Method, computer program and system
for pushing flight information to passengers.
	 	Travelport,
LP
	 	12 October
2000
	 	13 October
2009
	7,694,012

	 	US
	 	System and Method for Routing Data
	 	Travelport,
LP
	 	28 February
2007
	 	06 April
2010
	11/778444

	 	US
	 	Automated repricing of revised itineraries
for ticket changes requested after issuance
	 	Travelport,
LP
	 	16 July
2007	 	 
	12/650227

	 	US
	 	Computer-based systems and methods for
collaborative travel planning
	 	Travelport,
LP
	 	30 December 2009	 	 
	12/027792

	 	US
	 	Method and system for airline fare verification auditing
	 	Travelport,
LP
	 	07 February
2008	 	 
	12/721920

	 	US
	 	System and Method of Travel Itinerary
Creation
	 	Travelport,
LP
	 	11 March
2010	 	 
	2008311781

	 	Australia
	 	Method and system for airline fare verification auditing
	 	Worldspan,
LP*
	 	20 October
2008	 	 






2









 






	 	 	 	 	 	 	 	 	 	 	 
	Patent No./	 	 	 	 	 	Record	 	 	 	 
	Application No.	 	Country	 	Title	 	Owner	 	App. Date	 	Date Issued
	07 810 740.6

	 	European
Patent Office
	 	Automatic repricing of alternative itineraries for ticket changes requested after
issuance
	 	Worldspan,
LP*
	 	24 February
2009	 	 
	201002554-2

	 	Singapore
	 	 Method and system for airline fare verification auditing
	 	Worldspan,
LP*
	 	20 October
2008	 	 








 




			
	*	 	- Worldspan, L.P. changed its name to Travelport, LP.





PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT INC.




	 	 	 	 	 	 	 	 	 	 	 
	Patent No./	 	 	 	 	 	Record	 	 	 	 
	Application No.	 	Country	 	Title	 	Owner	 	App. Date	 	Date Issued
	6,360,205

	 	US
	 	Obtaining and Utilizing Commercial In-
formation
	 	Trip.com,
Inc.*
	 	05 March
1999
	 	19 March
2002








 




			
	*	 	- Trip.com, Inc. merged into Travelport Inc.





TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY
TRAVELPORT, LP




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	WORLDSPAN

	 	 	11796	 	 	 	11796	 	 	Registered
	 	Andorra
	 	26-Nov-1998
	 	26-Nov-1998
	 	Worldspan*
	GALILEO

	 	 	 	 	 	 	2116	 	 	Registered
	 	Anguilla
	 	27-Nov-1987
	 	27-Nov-1987
	 	Galileo International
LLC***
	GALILEO

	 	 	 	 	 	 	2941	 	 	Registered
	 	Antigua and
Barbuda
	 	02-Dec-1987
	 	02-Dec-1987
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	2972	 	 	Registered
	 	Antigua and
Barbuda
	 	30-Mar-1988
	 	30-Mar-1988
	 	Galileo International
LLC***
	QUANTITUDE

	 	 	 	 	 	 	 	 	 	Registered
	 	Argentina
	 	1992866	 	9/24/2004
	 	Galileo International
LLC***
	QUANTITUDE

	 	 	 	 	 	 	 	 	 	Registered
	 	Argentina
	 	1988991	 	25-Aug-2004
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	2288429	 	 	 	2007582	 	 	Registered
	 	Argentina
	 	26-May-2000
	 	26-Jan-2005
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	2288430	 	 	 	2007583	 	 	Registered
	 	Argentina
	 	26-May-2000
	 	26-Jan-2005
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	2288431	 	 	 	2007584	 	 	Registered
	 	Argentina
	 	26-May-2000
	 	26-Jan-2005
	 	Worldspan*
	WORLDSPAN

	 	 	IM-0001-6.12
	 	 	 	20336	 	 	Registered
	 	Aruba
	 	06-Jan-2000
	 	08-Feb-2000
	 	Travelport, LP
	TOUR SOURCE

	 	 	609458	 	 	 	A609458	 	 	Registered
	 	Australia
	 	18-Aug-1993
	 	18-Aug-1993
	 	Travelport, LP
	WORLDSPAN

	 	 	758766	 	 	 	758766	 	 	Registered
	 	Australia
	 	02-Apr-1998
	 	02-Apr-1998
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	741501	 	 	 	741501	 	 	Registered
	 	Australia
	 	15-Aug-1997
	 	15-Aug-1997
	 	Worldspan*






3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	GALILEO

	 	 	 	 	 	 	119566	 	 	Registered
	 	Austria
	 	 	 	11-May-
1988
	 	Galileo International
LLC***
	GALILEO

	 	 	12626	 	 	 	12626	 	 	Registered
	 	Bahamas
	 	28-Sep-1987
	 	28-Sep-1987
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	12800	 	 	 	12800	 	 	Registered
	 	Bahamas
	 	04-Mar-1988
	 	04-Mar-1988
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	21268	 	 	 	21268	 	 	Registered
	 	Bahamas
	 	30-Dec-1998
	 	28-Jan-2000
	 	Worldspan*
	WORLDSPAN

	 	 	370/99	 	 	 	 	 	 	Pending
	 	Bahrain
	 	06-Mar-1999
	 	 	 	Worldspan*
	WORLDSPAN

	 	 	58273/98	 	 	 	 	 	 	Pending
	 	Bangladesh
	 	14-Dec-1998
	 	 	 	Worldspan*
	GALILEO

	 	 	 	 	 	 	81/6866	 	 	Registered
	 	Barbados
	 	15-Dec-1987
	 	08-Mar-1998
	 	Galileo International
LLC***
	GALILEO

	 	 	81/21022	 	 	 	81/21022	 	 	Registered
	 	Barbados
	 	30-Sep-2005
	 	15-May-2007
	 	Galileo International
LLC***
	GALILEO

	 	 	81/21021	 	 	 	81/21021	 	 	Registered
	 	Barbados
	 	30-Sep-2005
	 	15-May-2007
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	81/4806	 	 	Registered
	 	Barbados
	 	17-Mar-1988
	 	27-Mar-1996
	 	Galileo International
LLC***
	GALILEO

	 	 	 	 	 	 	11032	 	 	Registered
	 	Bermuda
	 	02-Nov-1987
	 	02-Nov-1987
	 	Travelport International LLC***
	WORLDSPAN

	 	 	30345	 	 	 	30345	 	 	Registered
	 	Bermuda
	 	11-Dec-1998
	 	11-Dec-1998
	 	Worldspan*
	DISEÑO

	 	 	0920-2000	 	 	 	 	 	 	Pending
	 	Bolivia
	 	08-Mar-2000
	 	 	 	Worldspan*
	WORLDSPAN

	 	 	0922-2000	 	 	 	 	 	 	Pending
	 	Bolivia
	 	08-Mar-2000
	 	 	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	2827	 	 	 	89673	 	 	Registered
	 	Bolivia
	 	08-Mar-2000
	 	07-Apr-2003
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	0919-2000	 	 	 	 	 	 	Pending
	 	Bolivia
	 	08-Mar-2000
	 	 	 	Worldspan*
	WORLDSPAN

	 	 	BAZ983282A	 	 	 	BAZ298282A	 	 	Registered
	 	Bosnia and
Herzegovina
	 	02-Dec-1998
	 	23-Dec-2003
	 	Worldspan*
	WORLDSPAN

	 	 	822463440	 	 	 	822463440	 	 	Registered
	 	Brazil
	 	17-Feb-2000
	 	27-Dec-2005
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	822463474	 	 	 	822463474	 	 	Registered
	 	Brazil
	 	17-Feb-2000
	 	27-Dec-2005
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	822463482	 	 	 	822463482	 	 	Registered
	 	Brazil
	 	17-Feb-2000
	 	27-Dec-2005
	 	Worldspan*
	APOLLO

	 	 	631468	 	 	 	421758	 	 	Registered
	 	Canada
	 	08-May-1989
	 	07-Jan-1994
	 	Galileo International
LLC***
	CAR SELECT

	 	 	753058	 	 	 	481626	 	 	Registered
	 	Canada
	 	25-Apr-1994
	 	26-Aug-1997
	 	Worldspan*
	CARMASTER

	 	 	631470	 	 	 	376482	 	 	Registered
	 	Canada
	 	08-May-1989
	 	30-Nov-1990
	 	Galileo International
LLC***
	FOCALPOINT (stylized)

	 	 	631411	 	 	 	381141	 	 	Registered
	 	Canada
	 	08-May-1989
	 	08-Mar-1991
	 	Galileo International
LLC***
	GALILEO

	 	 	592411	 	 	 	530315	 	 	Registered
	 	Canada
	 	25-Sep-1987
	 	21-Jul-2000
	 	Galileo International
LLC***
	GALILEO

	 	 	1020871	 	 	 	554351	 	 	Registered
	 	Canada
	 	30-Jun-1999
	 	22-Nov-2001
	 	Galileo International
LLC***
	GALILEO
INTERNATIONAL &
Design

	 	 	1020872	 	 	 	558280	 	 	Registered
	 	Canada
	 	30-Jun-1999
	 	21-Feb-2002
	 	Galileo International
LLC***






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	GALILEO
VACATIONS

	 	 	1298094	 	 	 	TMA776641	 	 	Registered	 	Canada	 	18-Apr-2006	 	09-Sep-2010	 	Galileo International LLC***
	GLOBE DESIGN

	 	 	1020870	 	 	 	553383	 	 	Registered
	 	Canada
	 	30-Jun-1999
	 	05-Nov-2001
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	602230	 	 	 	563598	 	 	Registered
	 	Canada
	 	08-Mar-1988
	 	18-Jun-2002
	 	Galileo International
LLC***
	INSIDE
AVAILABILITY

	 	 	 	 	 	 	TMA460,207	 	 	Registered
	 	Canada
	 	 	 	19-Jul-2006
	 	Galileo International
LLC***
	INSIDE LINK

	 	 	631467	 	 	 	404739	 	 	Registered
	 	Canada
	 	08-May-1989
	 	13-Nov-1992
	 	Galileo International
LLC***
	POWER SHOPPER

	 	 	1214592	 	 	 	636413	 	 	Registered
	 	Canada
	 	26-Apr-2004
	 	30-Mar-2005
	 	Worldspan*
	ROOMMASTER

	 	 	639525	 	 	 	438914	 	 	Registered
	 	Canada
	 	29-Aug-1989
	 	10-Feb-1995
	 	Galileo International
LLC***
	TRAVELPORT
ROOMS AND MORE

	 	 	1538402	 	 	 	 	 	 	Pending
	 	Canada
	 	28-Jul-2011
	 	 	 	Worldspan*
	TRAVELSCREEN

	 	 	631469	 	 	 	376154	 	 	Registered
	 	Canada
	 	08-May-1989
	 	23-Nov-1990
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	650372	 	 	 	392001	 	 	Registered
	 	Canada
	 	08-Feb-1990
	 	20-Dec-1991
	 	Worldspan*
	WORLDSPAN (Stylized
w/ maple leaf)

	 	 	1173618	 	 	 	634859	 	 	Registered
	 	Canada
	 	02-Apr-2003
	 	10-Mar-2005
	 	Worldspan*
	WORLDSPAN GO!

	 	 	885993	 	 	 	535505	 	 	Registered
	 	Canada
	 	30-Jul-1998
	 	24-Oct-2000
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	1007352	 	 	 	TMA564491	 	 	Registered
	 	Canada
	 	04-Mar-1999
	 	09-Jul-2002
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	857440	 	 	 	TMA526262	 	 	Registered
	 	Canada
	 	30-Sep-1997
	 	31-Mar-2000
	 	Worldspan*
	WORLDSPAN

	 	 	493478	 	 	 	623859	 	 	Registered
	 	Chile
	 	14-Jul-2000
	 	05-Mar-2002
	 	Worldspan*
	WORLDSPAN

	 	 	9800078039	 	 	 	1339820	 	 	Registered
	 	China (People’s Republic)
	 	13-Jul-1998
	 	27-Nov-1999
	 	Travelport, LP
	WORLDSPAN

	 	 	1019765	 	 	 	264473	 	 	Registered
	 	Colombia
	 	12-Mar-2001
	 	16-Apr-2002
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	1019767	 	 	 	243929	 	 	Registered
	 	Colombia
	 	12-Mar-2001
	 	01-Nov-2001
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	1019769	 	 	 	243930	 	 	Registered
	 	Colombia
	 	12-Mar-2001
	 	01-Nov-2001
	 	Worldspan*
	WORLDSPAN

	 	 	2001-8442	 	 	 	133619	 	 	Registered
	 	Costa Rica
	 	08-Nov-2001
	 	17-May-2002
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	2001-8444	 	 	 	133620	 	 	Registered
	 	Costa Rica
	 	08-Nov-2001
	 	17-May-2002
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	2001/8443	 	 	 	133618	 	 	Registered
	 	Costa Rica
	 	08-Nov-2001
	 	17-May-2002
	 	Worldspan*
	WORLDSPAN

	 	 	137905	 	 	 	223382	 	 	Registered
	 	Czech Republic
	 	23-Nov-1998
	 	23-Mar-2000
	 	Worldspan*
	GALILEO

	 	 	 	 	 	 	123/08/RADM	 	 	Registered
	 	Djibouti
	 	 	 	22-Oct-1987
	 	Galileo International
LLC***
	GALILEO

	 	 	 	 	 	 	23/88	 	 	Registered
	 	Dominica
	 	17-May-1988
	 	17-May-1988
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	35/88	 	 	Registered
	 	Dominica
	 	07-Jul-1988
	 	07-Jul-1988
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	102882	 	 	 	102882	 	 	Registered
	 	Dominican
Republic
	 	20-Jan-1999
	 	15-Mar-1999
	 	Worldspan*






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	WORLDSPAN

	 	 	101047-99	 	 	 	I-8972-2003	 	Registered
	 	Ecuador
	 	23-Dec-1999
	 	27-Feb-2002
	 	Worldspan*
	WORLDSPAN

	 	 	76440	 	 	 	76440	 	 	Registered
	 	Egypt
	 	13-Feb-1990
	 	13-Feb-1990
	 	Travelport, LP
	WORLDSPAN

	 	 	E-4155-0	 	 	 	E-4155-00	 	 	Registered
	 	El Salvador
	 	08-Jun-2000
	 	30-Aug-2001
	 	Travelport, LP
	WORLDSPAN TRIP
MANAGER

	 	 	E-4157-00	 	 	 	21 Book 137	 	Registered
	 	El Salvador
	 	08-Jun-2000
	 	17-Aug-2001
	 	Worldspan*
	WORLDSPAN

	 	 	98-02745	 	 	 	31455	 	 	Registered
	 	Estonia
	 	20-Nov-1998
	 	29-Jun-2000
	 	Travelport, LP
	WORLDSPAN

	 	 	751107	 	 	 	751107	 	 	Registered
	 	European
Community
	 	10-Feb-1998
	 	13-Jul-1999
	 	Worldspan*
	WORLDSPAN
COMMERCIAL
WORLD

	 	 	 	 	 	 	674630	 	 	Registered
	 	European
Community
	 	 	 	27-Sep-1999
	 	Worldspan*
	WORLDSPAN CRUISE
LINE SOURCE

	 	 	 	 	 	 	674598	 	 	Registered
	 	European
Community
	 	 	 	18-May-1999
	 	Worldspan*
	WORLDSPAN POWER
PRICING

	 	 	674648	 	 	 	674648	 	 	Registered
	 	European
Community
	 	31-Oct-1997
	 	10-May-1999
	 	Worldspan*
	WORLDSPAN
SECURATE

	 	 	674515	 	 	 	674515	 	 	Registered
	 	European
Community
	 	31-Oct-1997
	 	18-May-1999
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	674770	 	 	 	674770	 	 	Registered
	 	European
Community
	 	31-Oct-1997
	 	18-May-1999
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	619403	 	 	 	619403	 	 	Registered
	 	European
Community
	 	21-Aug-1997
	 	16-Apr-1999
	 	Worldspan*
	WORLDSPAN
WORLD STP

	 	 	674663	 	 	 	674663	 	 	Registered
	 	European
Community
	 	31-Oct-1997
	 	18-May-1999
	 	Worldspan*
	WORLDSPAN
WORLDGROUP

	 	 	674739	 	 	 	674739	 	 	Registered
	 	European
Community
	 	31-Oct-1997
	 	18-May-1999
	 	Worldspan*
	WORLDSPAN

	 	 	1894-99	 	 	 	106819	 	 	Registered
	 	Guatemala
	 	10-Mar-1999
	 	27-Sep-2000
	 	Travelport, LP
	WORLDSPAN

	 	 	9324/2000	 	 	 	 	 	 	Pending
	 	Honduras
	 	28-Jun-2000
	 	 	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	2000-9323	 	 	 	 	 	 	Pending
	 	Honduras
	 	28-Jun-2000
	 	 	 	Worldspan*
	WORLDSPAN

	 	 	9805000	 	 	 	199913288	 	 	Registered
	 	Hong Kong
	 	20-Apr-1998
	 	29-Oct-1999
	 	Worldspan*
	WORLDSPAN

	 	 	M9403103	 	 	 	144567	 	 	Registered
	 	Hungary
	 	16-Aug-1994
	 	14-May-1997
	 	Worldspan*
	WORLDSPAN

	 	 	849455	 	 	 	849455	 	 	Registered
	 	India
	 	05-Apr-1999
	 	18-Jan-2007
	 	Worldspan*
	WORLDSPAN

	 	 	764/90	 	 	 	138503	 	 	Registered
	 	Ireland
	 	09-Feb-1990
	 	09-Feb-1990
	 	Worldspan*
	WORLDSPAN

	 	 	75331	 	 	 	T/75331	 	 	Registered
	 	Israel
	 	12-Feb-1990
	 	11-Aug-1993
	 	Travelport, LP
	WORLDSPAN TRIP
MANAGER

	 	 	125746	 	 	 	125746	 	 	Registered
	 	Israel
	 	14-Feb-1999
	 	06-Apr-2000
	 	Travelport, LP
	WORLDSPAN WIRED

	 	 	125745	 	 	 	125745	 	 	Registered
	 	Israel
	 	14-Feb-1999
	 	07-Feb-2000
	 	Travelport, LP
	GALILEO

	 	 	9/1077	 	 	 	22338	 	 	Registered
	 	Jamaica
	 	01-Oct-1987
	 	01-Oct-1987
	 	Galileo International
LLC***
	APOLLO

	 	 	44374/90	 	 	 	 	 	 	Pending
	 	Japan
	 	19-Apr-1990
	 	 	 	Galileo International
LLC***
	WORLDSPAN

	 	 	041543/98	 	 	 	4290403	 	 	Registered
	 	Japan
	 	20-May-1998
	 	02-Jul-1999
	 	Worldspan*






6









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	WORLDSPAN TRIP
MANAGER

	 	 	037994/99	 	 	 	4542545	 	 	Registered
	 	Japan
	 	30-Apr-1999
	 	08-Feb-2002
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	037993/99	 	 	 	4414965	 	 	Registered
	 	Japan
	 	30-Apr-1999
	 	08-Sep-2000
	 	Travelport, LP
	WORLDSPAN

	 	 	041543/98	 	 	 	50544	 	 	Registered
	 	Jordan
	 	26-Jul-1998
	 	26-Jul-1999
	 	Worldspan*
	WORLDSPAN

	 	 	SMA/1721	 	 	 	SMA/1721	 	 	Registered
	 	Kenya
	 	07-Jun-1999
	 	09-Apr-2002
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	SMA/1725
	 	 	 	SMA/1725	 	 	Registered
	 	Kenya
	 	07-Jun-1999
	 	09-Apr-2002
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	SMA/1726	 	 	 	SMA/1726
	 	 	Registered
	 	Kenya
	 	07-Jun-1999
	 	09-Apr-2002
	 	Worldspan*
	WORLDSPAN

	 	 	98-3667	 	 	 	55409	 	 	Registered
	 	Korea, Republic of
	 	11-May-1998
	 	28-Jun-1999
	 	Travelport, LP
	WORLDSPAN TRIP
MANAGER

	 	 	99/1605	 	 	 	59168	 	 	Registered
	 	Korea, Republic of
	 	18-Feb-1999
	 	24-Jan-2000
	 	Travelport, LP
	WORLDSPAN WIRED

	 	 	99-1604	 	 	 	59167	 	 	Registered
	 	Korea, Republic of
	 	18-Feb-1999
	 	24-Jan-2000
	 	Travelport, LP
	WORLDSPAN

	 	 	42584	 	 	 	39017	 	 	Registered
	 	Kuwait
	 	08-Mar-1999
	 	17-Aug-2004
	 	Worldspan*
	SWISH Design

	 	 	 	 	 	 	78733	 	 	Registered
	 	Lebanon
	 	01-Jan-1999
	 	02-Feb-1999
	 	Worldspan*
	WORLDSPAN

	 	 	 	 	 	 	76838	 	 	Registered
	 	Lebanon
	 	24-Aug-1998
	 	24-Aug-1998
	 	Worldspan*
	WORLDSPAN

	 	 	119856	 	 	 	119856	 	 	Registered
	 	Lebanon
	 	18-Dec-2008
	 	22-Dec-2008
	 	Worldspan*
	WORLDSPAN GLOBE

	 	 	76839	 	 	 	76839	 	 	Registered
	 	Lebanon
	 	24-Aug-1998
	 	24-Aug-1998
	 	Worldspan*
	Design only

	 	 	 	 	 	 	11037	 	 	Registered
	 	Liechtenstein
	 	 	 	20-Jan-1999
	 	Worldspan*
	Design only

	 	 	 	 	 	 	11039	 	 	Registered
	 	Liechtenstein
	 	 	 	20-Jan-1999
	 	Worldspan*
	WORLDSPAN

	 	 	23615	 	 	 	23615	 	 	Registered
	 	Malta
	 	26-Sep-1994
	 	22-Nov-1994
	 	Worldspan*
	APOLLO

	 	 	85091	 	 	 	400626	 	 	Registered
	 	Mexico
	 	09-Apr-1990
	 	09-Apr-1990
	 	Galileo International
Partnership****
	COMMERCIAL
WORLD

	 	 	 	 	 	 	478505	 	 	Registered
	 	Mexico
	 	03-Nov-1994
	 	 	 	Worldspan*
	CORPORATE
APOLLO

	 	 	85086	 	 	 	381173	 	 	Registered
	 	Mexico
	 	09-Apr-1990
	 	09-Apr-1990
	 	Galileo International
Partnership****
	FOCALPOINT

	 	 	85089	 	 	 	381268	 	 	Registered
	 	Mexico
	 	09-Apr-1990
	 	09-Apr-1990
	 	Galileo International
Partnership****
	GALILEO

	 	 	242267	 	 	 	505353	 	 	Registered
	 	Mexico
	 	31-Aug-1995
	 	31-Aug-1995
	 	Galileo International
LLC***
	GALILEO

	 	 	242265	 	 	 	505352	 	 	Registered
	 	Mexico
	 	31-Aug-1995
	 	31-Aug-1995
	 	Galileo International
LLC***
	GALILEO

	 	 	242266	 	 	 	906627	 	 	Registered
	 	Mexico
	 	31-Aug-1995
	 	31-Oct-2005
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	356540	 	 	Registered
	 	Mexico
	 	14-Mar-1988
	 	14-Mar-1988
	 	Galileo Distribution
Systems****
	GLOBE DESIGN

	 	 	 	 	 	 	355596	 	 	Registered
	 	Mexico
	 	14-Mar-1988
	 	14-Mar-1988
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	365583	 	 	Registered
	 	Mexico
	 	14-Mar-1988
	 	14-Mar-1988
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	358386	 	 	Registered
	 	Mexico
	 	14-Mar-1988
	 	14-Mar-1988
	 	Galileo International
LLC***






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	GLOBE DESIGN

	 	 	 	 	 	 	355595	 	 	Registered
	 	Mexico
	 	14-Mar-1988
	 	14-Mar-1988
	 	Galileo International
LLC***
	HIGHWIRE

	 	 	554405	 	 	 	755406	 	 	Registered
	 	Mexico
	 	01-Jul-2002
	 	23-Jul-2002
	 	Galileo International
LLC***
	HIGHWIRE

	 	 	554404	 	 	 	755405	 	 	Registered
	 	Mexico
	 	01-Jul-2002
	 	23-Jul-2002
	 	Galileo International
LLC***
	LEISURESHOPPER

	 	 	85088	 	 	 	381267	 	 	Registered
	 	Mexico
	 	09-Apr-1990
	 	17-Aug-1995
	 	Galileo International
Partnership****
	POWER PRICING

	 	 	355226	 	 	 	599816	 	 	Registered
	 	Mexico
	 	24-Nov-1998
	 	29-Jan-1999
	 	Worldspan*
	POWER SHOPPER

	 	 	355225	 	 	 	599815	 	 	Registered
	 	Mexico
	 	24-Nov-1998
	 	29-Jan-1999
	 	Worldspan*
	QUANTITUDE

	 	 	 	 	 	 	708514	 	 	Registered
	 	Mexico
	 	 	 	30-Jul-2001
	 	Galileo International
LLC***
	ROOMMASTER

	 	 	85081	 	 	 	381170	 	 	Registered
	 	Mexico
	 	09-Apr-1990
	 	09-Apr-1990
	 	Galileo International
Partnership****
	WORLDSPAN

	 	 	81500	 	 	 	389828	 	 	Registered
	 	Mexico
	 	08-Feb-1990
	 	31-Jan-1991
	 	Worldspan*
	WORLDSPAN GO!

	 	 	346680	 	 	 	595148	 	 	Registered
	 	Mexico
	 	09-Sep-1998
	 	30-Nov-1998
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	355220	 	 	 	601714	 	 	Registered
	 	Mexico
	 	24-Nov-1998
	 	25-Feb-1999
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	218145	 	 	 	571542	 	 	Registered
	 	Mexico
	 	18-Dec-1997
	 	27-Feb-1998
	 	Worldspan*
	GALILEO

	 	 	1375	 	 	 	1375	 	 	Registered
	 	Montserrat
	 	25-Jan-1988
	 	25-Jan-1988
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	1382	 	 	 	1382	 	 	Registered
	 	Montserrat
	 	22-Apr-1988
	 	22-Apr-1988
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	15114	 	 	Registered
	 	Netherlands
Antilles
	 	29-Mar-1988
	 	29-Mar-1988
	 	Galileo International
LLC***
	TOUR SOURCE

	 	 	229384	 	 	 	229384	 	 	Registered
	 	New Zealand
	 	16-Aug-1993
	 	03-Oct-1996
	 	Worldspan*
	WORLDSPAN

	 	 	303116	 	 	 	303116	 	 	Registered
	 	New Zealand
	 	21-Dec-1998
	 	12-Jul-1999
	 	Worldspan*
	WORLDSPAN

	 	 	2000-003084	 	 	 	2010091875 CC	 	 	Registered
	 	Nicaragua
	 	28-Jun-2000
	 	17-Nov-2010
	 	Worldspan*
	WORLDSPAN

	 	 	TP-38954	 	 	 	64319	 	 	Registered
	 	Nigeria
	 	25-Jan-1999
	 	03-Sep-2003
	 	Worldspan*
	WORLDSPAN

	 	 	90.0745	 	 	 	148332	 	 	Registered
	 	Norway
	 	09-Feb-1990
	 	02-Jan-1992
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	199901513	 	 	 	205971	 	 	Registered
	 	Norway
	 	15-Feb-1999
	 	08-Dec-2000
	 	Travelport, LP
	WORLDSPAN

	 	 	157319	 	 	 	157319	 	 	Registered
	 	Pakistan
	 	25-Aug-1999
	 	01-Oct-2005
	 	Worldspan*
	WORLDSPAN

	 	 	107382	 	 	 	107382	 	 	Registered
	 	Panama
	 	22-May-2000
	 	16-Apr-2001
	 	Worldspan, L.P.
	WORLDSPAN

	 	 	5426-1999	 	 	 	222011	 	 	Registered
	 	Paraguay
	 	23-Mar-1999
	 	19-Jan-2000
	 	Travelport, LP
	POWER PRICING

	 	 	20891	 	 	 	20891	 	 	Registered
	 	Peru
	 	23-Dec-1999
	 	23-Mar-2000
	 	Worldspan, L.P.
	POWER SHOPPER

	 	 	20808	 	 	 	20808	 	 	Registered
	 	Peru
	 	23-Dec-1999
	 	27-Mar-2000
	 	Worldspan, L.P.
	SECURATE AIR

	 	 	20807	 	 	 	20807	 	 	Registered
	 	Peru
	 	23-Dec-1997
	 	27-Mar-2000
	 	Worldspan, L.P.
	WORLDSPAN

	 	 	 	 	 	 	25612	 	 	Registered
	 	Peru
	 	 	 	13-Mar-2001
	 	Worldspan+






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	WORLDSPAN

	 	 	 	 	 	 	24366	 	 	Registered
	 	Peru
	 	 	 	30-Nov-
2000
	 	Worldspan+
	WORLDSPAN

	 	 	96788	 	 	 	24945	 	 	Registered
	 	Peru
	 	14-Dec-1999
	 	30-Nov-2000
	 	Worldspan, L.P.**
	WORLDSPAN

	 	 	97202	 	 	 	25612	 	 	Registered
	 	Peru
	 	14-Dec-1999
	 	13-Mar-2001
	 	Worldspan, L.P.**
	WORLDSPAN

	 	 	 	 	 	 	24366	 	 	Registered
	 	Peru
	 	 	 	30-Nov-2000
	 	Worldspan, L.P.**
	WORLDSPAN NET

	 	 	96790	 	 	 	24947	 	 	Registered
	 	Peru
	 	14-Dec-1999
	 	30-Nov-2000	 	Worldspan, L.P.**
	WORLDSPAN TRIP
MANAGER

	 	 	96786	 	 	 	24944	 	 	Registered
	 	Peru
	 	14-Dec-1999
	 	30-Nov-2000
	 	Worldspan, L.P.**
	WORLDSPAN WIRED

	 	 	96789	 	 	 	24946	 	 	Registered
	 	Peru
	 	14-Dec-1999
	 	30-Nov-2000
	 	Worldspan, L.P.**
	WORLDSPAN

	 	 	137173	 	 	 	92718	 	 	Registered
	 	Poland
	 	18-Aug-1994
	 	11-Jun-1996
	 	Worldspan*
	WORLDSPAN

	 	 	261881	 	 	 	261881	 	 	Registered
	 	Portugal
	 	09-Feb-1990
	 	20-Aug-1992
	 	Worldspan*
	WORLDSPAN

	 	 	 	 	 	 	47,671	 	 	Registered
	 	Puerto Rico
	 	 	 	31-Jan-2001
	 	Worldspan*
	WORLDSPAN

	 	 	20073	 	 	 	20073	 	 	Registered
	 	Qatar
	 	22-Feb-1999	 	22-May-2005
	 	Worldspan*
	WORLDSPAN

	 	 	39986	 	 	 	47417	 	 	Registered
	 	Romania
	 	26-Jun-1996
	 	23-May-2003
	 	Worldspan*
	WORLDSPAN

	 	 	94033977	 	 	 	137328	 	 	Registered
	 	Russian Federation
	 	26-Sep-1994
	 	25-Jan-1996
	 	Worldspan*
	WORLDSPAN

	 	 	34144	 	 	 	407/4	 	 	Registered
	 	Saudi Arabia
	 	22-May-1996
	 	22-May-1996
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	48253	 	 	 	504/65	 	 	Registered
	 	Saudi Arabia
	 	15-Mar-1999
	 	15-Mar-1999
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	48252	 	 	 	555/54	 	 	Registered
	 	Saudi Arabia
	 	14-Mar-1999
	 	14-Mar-1999
	 	Worldspan*
	WORLDSPAN

	 	 	 	 	 	 	T98/12799B	 	 	Registered
	 	Singapore
	 	23-Dec-1998
	 	23-Dec-1998
	 	Worldspan*
	WORLDSPAN

	 	 	2977-98	 	 	 	192269	 	 	Registered
	 	Slovakia
	 	24-Nov-1998
	 	25-Sep-2000
	 	Worldspan*
	WORLDSPAN

	 	 	98/23079	 	 	 	98/23079	 	 	Registered
	 	South Africa
	 	21-Dec-1998
	 	05-Nov-2002
	 	Worldspan*
	WORLDSPAN

	 	 	91081	 	 	 	91081	 	 	Registered
	 	Sri Lanka
	 	14-Jan-1999
	 	22-Jun-2004
	 	Travelport, LP
	GLOBE DESIGN

	 	 	 	 	 	 	3317	 	 	Registered
	 	St. Kitts and
Nevis
	 	10-Oct-1988
	 	10-Oct-1988
	 	Galileo International
LLC***
	GALILEO

	 	 	112/87	 	 	 	112/87	 	 	Registered
	 	St. Lucia
	 	03-Nov-1987
	 	03-Nov-1987
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	58/1988	 	 	Registered
	 	St. Lucia
	 	13-Jun-1988
	 	13-Jun-1988
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	90-01358	 	 	 	230060	 	 	Registered
	 	Sweden
	 	12-Feb-1990
	 	07-Feb-1992
	 	Worldspan*
	Design only

	 	 	 	 	 	 	388777	 	 	Registered
	 	Switzerland
	 	 	 	6-Jan-1992
	 	Worldspan*
	WORLDSPAN

	 	 	1113-1990.3	 	 	 	P-382487	 	 	Registered
	 	Switzerland
	 	09-Feb-1990
	 	18-Apr-1991
	 	Travelport, LP
	WORLDSPAN

	 	 	06600/2000	 	 	 	P-478891	 	 	Registered
	 	Switzerland
	 	02-Jun-2000
	 	24-Nov-2000
	 	Travelport, LP
	WORLDSPAN

	 	 	 	 	 	 	 	 	 	Pending
	 	Syria
	 	 	 	 	 	Worldspan*
	WORLDSPAN

	 	 	88004124	 	 	 	120842	 	 	Registered
	 	Taiwan
	 	30-Jan-1999
	 	01-Feb-2000
	 	Worldspan, L.P.**






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	WORLDSPAN GlOBE
DESIGN

	 	 	 	 	 	 	120843	 	 	Registered
	 	Taiwan
	 	 	 	1-Feb-2000
	 	Worldspan*
	WORLDSPAN

	 	 	TO/T/00/00309	 	 	 	809	 	 	Registered
	 	Tonga
	 	01-Feb-2000
	 	01-Feb-2000
	 	Travelport, LP
	WORLDSPAN

	 	 	1222/90	 	 	 	117679	 	 	Registered
	 	Turkey
	 	16-Feb-1990
	 	16-Feb-1990
	 	Travelport, LP
	GALILEO

	 	 	10456	 	 	 	10456	 	 	Registered
	 	Turks and
Caicos Islands
	 	16-Nov-1987
	 	16-Nov-1987
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	10479	 	 	Registered
	 	Turks and
Caicos Islands
	 	02-Jun-1988
	 	03-Jun-1988
	 	Galileo International
LLC***
	GALILEO

	 	 	200811242	 	 	 	 	 	 	Pending
	 	Ukraine
	 	28-May-2008
	 	 	 	Galileo International
LLC***
	WORLDSPAN

	 	 	28647	 	 	 	33687	 	 	Registered
	 	United Arab
Emirates
	 	20-Oct-1998
	 	09-Oct-2002
	 	Worldspan*
	WORLDSPAN

	 	 	1414155	 	 	 	B1414155	 	 	Registered
	 	United Kingdom
	 	10-Feb-1990
	 	10-Jan-1992
	 	Worldspan*
	APOLLO

	 	 	73/283681	 	 	 	1268761	 	 	Registered
	 	United States
of America
	 	28-Oct-1980
	 	28-Feb-1984
	 	Travelport, LP
	APOLLO

	 	 	75/982339	 	 	 	2770579	 	 	Registered
	 	United States
of America
	 	30-Apr-1999
	 	07-Oct-2003
	 	Travelport, LP
	APOLLO

	 	 	75/694975	 	 	 	3555633	 	 	Registered
	 	United States
of America
	 	30-Apr-1999
	 	06-Jan-2009
	 	Travelport, LP
	CAR SELECT

	 	 	74/516307	 	 	 	1990503	 	 	Registered
	 	United States
of America
	 	25-Apr-1994
	 	30-Jul-1996
	 	Travelport, LP
	COMMUNICATIONS
INTEGRATOR

	 	 	74/191414	 	 	 	1754967	 	 	Registered
	 	United States
of America
	 	05-Aug-1991
	 	02-Mar-1993
	 	Travelport, LP
	FASTCLIP

	 	 	74/556498	 	 	 	1924274	 	 	Registered
	 	United States
of America
	 	02-Aug-1994
	 	03-Oct-1995
	 	Travelport, LP
	FASTMAIL

	 	 	74/556493	 	 	 	1924272	 	 	Registered
	 	United States
of America
	 	02-Aug-1994
	 	03-Oct-1995
	 	Travelport, LP
	FOCALPOINT

	 	 	73/704318	 	 	 	1508532	 	 	Registered
	 	United States
of America
	 	06-Jan-1988
	 	11-Oct-1988
	 	Travelport, LP
	FOCALPOINT

	 	 	73/821591	 	 	 	1599827	 	 	Registered
	 	United States
of America
	 	25-Aug-1989
	 	05-Jun-1990
	 	Travelport, LP
	FOCALPOINT 

(stylized)

	 	 	74/009155	 	 	 	1617443	 	 	Registered
	 	United States
of America
	 	08-Dec-1989
	 	16-Oct-1990
	 	Travelport, LP
	GALILEO

	 	 	75/645802	 	 	 	2572524	 	 	Registered
	 	United States
of America
	 	22-Feb-1999
	 	28-May-2002
	 	Travelport, LP
	GALILEO

	 	 	73/700927	 	 	 	1647908	 	 	Registered
	 	United States
of America
	 	16-Dec-1987
	 	18-Jun-1991
	 	Travelport, LP
	GALILEO VIEWTRIP

	 	 	78/761872	 	 	 	3192513	 	 	Registered
	 	United States
of America
	 	28-Nov-2005
	 	02-Jan-2007
	 	Travelport, LP
	GLOBE DESIGN

	 	 	73/716956	 	 	 	1739496	 	 	Registered
	 	United States
of America
	 	11-Mar-1988
	 	15-Dec-1992
	 	Travelport, LP
	LEISURESHOPPER
(Stylized)

	 	 	74/030113	 	 	 	1750832	 	 	Registered
	 	United States
of America
	 	20-Feb-1990
	 	02-Feb-1993
	 	Travelport, LP
	MONEYSAVER 

(stylized)

	 	 	73/486393	 	 	 	1399066	 	 	Registered
	 	United States
of America
	 	21-Jun-1984
	 	24-Jun-1986
	 	Travelport, LP
	POWER PRICING

	 	 	74/583593	 	 	 	1962894	 	 	Registered
	 	United States
of America
	 	07-Oct-1994
	 	19-Mar-1996
	 	Travelport, LP
	POWER SHOPPER

	 	 	75/130183	 	 	 	2115536	 	 	Registered
	 	United States
of America
	 	05-Jul-1996
	 	25-Nov-1997
	 	Travelport, LP






10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	 	 	 	 	Reg.	 	 	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	ROOMMASTER (stylized)

	 	 	74/030116	 	 	 	1675586	 	 	Registered
	 	United States
of America
	 	20-Feb-1990
	 	11-Feb-1992
	 	Travelport, LP
	SCRIPTPRO

	 	 	75/022125	 	 	 	2004517	 	 	Registered
	 	United States
of America
	 	20-Nov-1995
	 	01-Oct-1996
	 	Travelport, LP
	SECURATE

	 	 	74/497735	 	 	 	1947439	 	 	Registered
	 	United States
of America
	 	07-Mar-1994
	 	09-Jan-1996
	 	Travelport, LP
	TECHXCHANGE

	 	 	74/496166	 	 	 	1955617	 	 	Registered
	 	United States
of America
	 	03-Mar-1994
	 	13-Feb-1996
	 	Travelport, LP
	TRAVEL
TECHNOLOGY SO
ADVANCED, IT’S
SIMPLE

	 	 	78/611753	 	 	 	3138318	 	 	Registered
	 	United States
of America
	 	19-Apr-2005
	 	05-Sep-2006
	 	Travelport, LP
	TRAVELPORT
ROOMS AND MORE

	 	 	85/372,664	 	 	 	 	 	 	Pending
	 	United States
of America
	 	15-Jul-2011
	 	 	 	 	 	Travelport, LP
	VIEWPOINT

	 	 	78/253544	 	 	 	2825299	 	 	Registered
	 	United States
of America
	 	23-May-2003
	 	23-Mar-2004
	 	Travelport, LP
	WORLDSPAN

	 	 	73/838498	 	 	 	1608514	 	 	Registered
	 	United States
of America
	 	13-Nov-1989
	 	31-Jul-1990
	 	Travelport, LP
	WORLDSPAN
AIRLINE SOURCE

	 	 	74/409262	 	 	 	1874327	 	 	Registered
	 	United States
of America
	 	06-Jul-1993
	 	17-Jan-1995
	 	Travelport, LP
	WORLDSPAN and
design

	 	 	75/346065	 	 	 	2189417	 	 	Registered
	 	United States
of America
	 	22-Aug-1997
	 	15-Sep-1998
	 	Travelport, LP
	WORLDSPAN CAR
SOURCE

	 	 	74/264777	 	 	 	1785867	 	 	Registered
	 	United States
of America
	 	13-Apr-1992
	 	03-Aug-1993
	 	Travelport, LP
	WORLDSPAN
CORPORATE FLEET

	 	 	75/277795	 	 	 	2209715	 	 	Registered
	 	United States
of America
	 	21-Apr-1997
	 	08-Dec-1998
	 	Travelport, LP
	WORLDSPAN
FARESOURCE

	 	 	76/592364	 	 	 	3204293	 	 	Registered
	 	United States
of America
	 	17-May-2004
	 	30-Jan-2007
	 	Travelport, LP
	WORLDSPAN GLOBE
DESIGN

	 	 	74/398846	 	 	 	1,828,591	 	 	Registered
	 	United States
of America
	 	07-Jun-1993
	 	29-Mar-1994
	 	Worldspan, L.P.*
	WORLDSPAN GO!

	 	 	75/435794	 	 	 	2275654	 	 	Registered
	 	United States
of America
	 	17-Feb-1998
	 	07-Sep-1999
	 	Travelport, LP
	WORLDSPAN HOTEL
SELECT

	 	 	74/422004	 	 	 	1877037	 	 	Registered
	 	United States
of America
	 	09-Aug-1993
	 	31-Jan-1995
	 	Travelport, LP
	WORLDSPAN HOTEL
SOURCE

	 	 	74/264828	 	 	 	1784474	 	 	Registered
	 	United States
of America
	 	13-Apr-1992
	 	27-Jul-1993
	 	Travelport, LP
	WORLDSPAN
INTERACTIVE MAPS

	 	 	76/547052	 	 	 	3077119	 	 	Registered
	 	United States
of America
	 	25-Sep-2003
	 	04-Apr-2006
	 	Travelport, LP
	WORLDSPAN
INTERCHANGE

	 	 	78/518375	 	 	 	3089656	 	 	Registered
	 	United States
of America
	 	17-Nov-2004
	 	09-May-2006
	 	Travelport, LP
	WORLDSPAN RAPID
REPRICE

	 	 	76/458064	 	 	 	2971585	 	 	Registered
	 	United States
of America
	 	15-Oct-2002
	 	19-Jul-2005
	 	Travelport, LP
	WORLDSPAN RATE
RUNNER

	 	 	78/661508	 	 	 	3209726	 	 	Registered
	 	United States
of America
	 	30-Jun-2005
	 	13-Feb-2007
	 	Travelport, LP
	WORLDSPAN TOUR
SOURCE

	 	 	74/264795	 	 	 	1785868	 	 	Registered
	 	United States
of America
	 	13-Apr-1992
	 	03-Aug-1993
	 	Travelport, LP
	WORLDSPAN TRIP
MANAGER XE

	 	 	78/493433	 	 	 	3075954	 	 	Registered
	 	United States
of America
	 	01-Oct-2004
	 	04-Apr-2006
	 	Travelport, LP
	Design only

	 	 	 	 	 	 	315427	 	 	Pending
	 	Uruguay
	 	10-Aug-1999

	 	 
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	321444	 	 	 	416711	 	 	Registered
	 	Uruguay
	 	24-Mar-2000	 	12-Oct-2000	 	Travelport, LP






11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	 
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Record Owner
	WORLDSPAN

	 	 	MGU2010 0382	 	 	 	MGU20261	 	 	Registered
	 	Uzbekistan
	 	26-Feb-2010
	 	15-Nov-2010
	 	Travelport, LP
	GALILEO

	 	 	12636-95	 	 	 	N-039161	 	 	Registered
	 	Venezuela
	 	22-Aug-1995
	 	06-Aug-1999
	 	The Galileo Company Limited****
	GALILEO

	 	 	 	 	 	 	2236	 	 	Registered
	 	Virgin Islands (British)
	 	28-Dec-1987
	 	28-Dec-1987
	 	Galileo International
LLC***
	GLOBE DESIGN

	 	 	 	 	 	 	2241	 	 	Registered
	 	Virgin Islands (British)
	 	08-Jun-1988
	 	08-Jun-1988
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	3982	 	 	 	3982	 	 	Registered
	 	Western
Samoa
	 	31-Jan-2000
	 	24-Sep-2001
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	3985	 	 	 	3985	 	 	Registered
	 	Western
Samoa
	 	31-Jan-2000
	 	24-Sep-2001
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	3986	 	 	 	3986	 	 	Registered
	 	Western
Samoa
	 	31-Jan-2000
	 	24-Sep-2001
	 	Worldspan*
	WORLDSPAN

	 	 	15230	 	 	 	12819	 	 	Registered
	 	Yemen, Republic of
	 	27-Dec-1999
	 	21-Jan-2001
	 	Worldspan*








 




			
	+	 	- Instructions have been given to update records to reflect Travelport, LP as the record
owner.
	 
	*	 	- “Worldspan” refers to “Worldspan, L.P.”, which changed its name to Travelport, LP.
	 
	**	 	- Worldspan, L.P. changed its name to Travelport, LP.
	 
	***	 	- The trademarks of Galileo International, LLC and Travelport International, LLC, through
merger and contributions, are now owned by Travelport, LP.
	 
	****	 	- Through mergers and name changes, the trademarks became owned by Galileo International, LLC,
and are now owned by Travelport, LP.





TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY
TRAVELPORT INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	Reg. No.	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT

	 	 	3200601306	 	 	 	54413	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	TRAVELPORT

	 	 	3200601305	 	 	 	54412	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	Travelport Strata Design

	 	 	3200601303	 	 	 	54410	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	Travelport Strata Design

	 	 	3200601303	 	 	 	54411	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	TRAVELPORT

	 	 	102913	 	 	 	 	 	 	Pending
	 	Algeria
	 	14-Oct-2010
	 	 	 	Travelport Inc.
	TRAVELPORT

	 	 	22559/09	 	 	 	 	 	 	Pending
	 	Angola
	 	14-Aug-2009
	 	 	 	Travelport Inc.
	TRAVELPORT

	 	 	22560/09	 	 	 	 	 	 	Pending
	 	Angola
	 	14-Aug-2009
	 	 	 	Travelport Inc.
	TRAVELPORT

	 	 	22558/09	 	 	 	 	 	 	Pending
	 	Angola
	 	14-Aug-2009
	 	 	 	Travelport Inc.







12













 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	2.687.375	 	 	 	2.184.159	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.376	 	 	 	2.252.436	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.372	 	 	 	2.369.531	 	 	Registered	 	Argentina	 	19-Jul-2006	 	20-May-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.373	 	 	 	2.184.164	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.374	 	 	 	2.252.435	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.370	 	 	 	2.184.157	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.371	 	 	 	2.184.158	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.382	 	 	 	2.252.438	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.377	 	 	 	2.184.163	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.381	 	 	 	2.184.161	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.380	 	 	 	2.252.437	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.378	 	 	 	2273241	 	 	Registered	 	Argentina	 	19-Jul-2006	 	25-Feb-09	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.385	 	 	 	2.184.166	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.379	 	 	 	2.184.160	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	20060923	 	 	 	12019	 	 	Registered	 	Armenia	 	28-Jul-2006	 	07-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	20060924	 	 	 	12020	 	 	Registered	 	Armenia	 	28-Jul-2006	 	07-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	26091	 	 	 	26091	 	 	Registered	 	Aruba	 	14-Apr-2006	 	02-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	26092	 	 	 	26092	 	 	Registered	 	Aruba	 	08-Sep-2006	 	02-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	1012231	 	 	 	1012231	 	 	Registered	 	Australia	 	23-Jul-2004	 	23-Jul-2004	 	Travelport Inc.
	TRAVELPORT (subway logo)
	 	 	1012232	 	 	 	1012232	 	 	Registered	 	Australia	 	23-Jul-2004	 	23-Jul-2004	 	Travelport Inc.
	Travelport Strata Design
	 	 	1125163	 	 	 	1125163	 	 	Registered	 	Australia	 	20-Jul-2006	 	24-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2006 0930	 	 	 	2007 1105	 	 	Registered	 	Azerbaijan	 	07-Jul-2006	 	30-Dec-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	20060939	 	 	 	2008 0491	 	 	Registered	 	Azerbaijan	 	11-Jul-2006	 	05-May-2008	 	Travelport Inc.
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52228	 	 	 	52228	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52230	 	 	 	52230	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52231	 	 	 	52231	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*






13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52233	 	 	 	52233	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52232	 	 	 	52232	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52234	 	 	 	52234	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52229	 	 	 	52229	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	119811	 	 	 	 	 	 	Pending	 	Bangladesh	 	30-Nov-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	119812	 	 	 	 	 	 	Pending	 	Bangladesh	 	30-Nov-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	119813	 	 	 	 	 	 	Pending	 	Bangladesh	 	30-Nov-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	45985	 	 	 	45985	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45986	 	 	 	45986	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45988	 	 	 	45988	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45987	 	 	 	45987	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45989	 	 	 	45989	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45990	 	 	 	45990	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45991	 	 	 	45991	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45992	 	 	 	45992	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45993	 	 	 	45993	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45994	 	 	 	45994	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45995	 	 	 	45995	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45996	 	 	 	45996	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45997	 	 	 	45997	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45998	 	 	 	45998	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	 	 	 	 	 	 	 	Pending	 	BES Islands	 	10-Oct-2011	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	BW/M/09/00011	 	 	 	BW/M/2009/00011	 	 	Registered	 	Botswana	 	12-Jan-2009	 	12-Jan-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.429	 	 	 	 	 	 	Registered	 	Brazil	 	21-Jul-2006	 	09-Aug-2011	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.755	 	 	 	828.572.755	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.798	 	 	 	828.572.798	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.453	 	 	 	828.572.453	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.771	 	 	 	828.572.771	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.






14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	828.572.780	 	 	 	828.572.780	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.690	 	 	 	828.572.690	 	 	Registered	 	Brazil	 	21-Jul-2006	 	25-May-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.720	 	 	 	828.572.720	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.607	 	 	 	828.572.607	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.542	 	 	 	828.572.542	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.518	 	 	 	828.572.518	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.577	 	 	 	828.572.577	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.623	 	 	 	828.572.623	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	32620	 	 	 	KH/31535/09	 	Registered	 	Cambodia	 	28-Nov-2008	 	28-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	32621	 	 	 	KH/31536/09	 	Registered	 	Cambodia	 	28-Nov-2008	 	28-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	32622	 	 	 	KH/31537/09	 	Registered	 	Cambodia	 	28-Nov-2008	 	28-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	1254462	 	 	 	714523	 	 	Registered	 	Canada	 	18-Apr-2005	 	15-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1308727	 	 	 	TMA773,659	 	Registered	 	Canada	 	13-Jul-2006	 	04-Aug-2010	 	Travelport Inc.
	TRAVELPORT TRAVERSA
	 	 	1504567	 	 	 	 	 	 	Pending	 	Canada	 	19-Nov-2010	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Cape Verde	 	18-Mar-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Cayman Islands	 	 	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	737848	 	 	 	786813	 	 	Registered	 	Chile	 	25-Jul-2006	 	10-May-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	737477	 	 	 	859049	 	 	Registered	 	Chile	 	25-Jul-2006	 	01-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	737849	 	 	 	786814	 	 	Registered	 	Chile	 	25-Jul-2006	 	10-May-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	737478	 	 	 	783544	 	 	Pending	 	Chile	 	25-Jul-2006	 	3-Apr-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	5527192	 	 	 	5527192	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527208	 	 	 	5527208	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527209	 	 	 	 	 	 	Pending	 	China (People’s Republic)	 	07-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	5527193	 	 	 	 	 	 	Pending	 	China (People’s Republic)	 	07-Aug-2006	 	 	 	Travelport Inc.






15









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	5527207	 	 	 	5527207	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527210	 	 	 	5527210	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527194	 	 	 	5527194	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	21-Jul-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557562	 	 	 	5557562	 	 	Registered	 	China (People’s Republic)	 	22-Aug-2006	 	28-Jul-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557557	 	 	 	5557557	 	 	Registered	 	China (People’s Republic)	 	22-Aug-2006	 	7-Oct-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557556	 	 	 	5557556	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Dec-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557561	 	 	 	5557561	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Sep-2007	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557558	 	 	 	5557558	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Oct-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557560	 	 	 	5557560	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Oct-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557559	 	 	 	5557559	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Dec-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527196	 	 	 	5527196	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527197	 	 	 	5527197	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527198	 	 	 	5527198	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527201	 	 	 	5527201	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	21-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527200	 	 	 	5527200	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Aug-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527199	 	 	 	5527199	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527195	 	 	 	5527195	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-May-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	6103998	 	 	 	333090	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104003	 	 	 	333092	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104007	 	 	 	333094	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*






16









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	6104009	 	 	 	333095	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104010	 	 	 	333096	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6103996	 	 	 	333088	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104012	 	 	 	333097	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	 	 	 	 	333087	 	 	Registered	 	Colombia	 	 	 	22-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6103997	 	 	 	333089	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104014	 	 	 	333098	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104005	 	 	 	333093	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104018	 	 	 	333100	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104002	 	 	 	333091	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6103995	 	 	 	333087	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104016	 	 	 	333099	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	D-600549	 	 	 	12332	 	 	Registered	 	Curacao	 	31-Aug-2006	 	20-Sep-2006	 	Travelport Inc.*
	Travelport Strata Design
	 	 	D-600505	 	 	 	12420	 	 	Registered	 	Curacao	 	15-Aug-2006	 	20-Oct-2006	 	Travelport Inc.*
	TRAVELPORT
	 	 	493/08/RADM	 	 	 	493/08/RADM	 	 	Registered	 	Djibouti	 	17-Dec-2008	 	17-Dec-2008	 	Travelport Inc.*
	TRAVELPORT
	 	 	207447	 	 	 	207447	 	 	Registered	 	Egypt	 	30-Sep-2007	 	13-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207442	 	 	 	207442	 	 	Registered	 	Egypt	 	30-Sep-2007	 	16-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207444	 	 	 	207444	 	 	Registered	 	Egypt	 	30-Sep-2007	 	13-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207445	 	 	 	207445	 	 	Registered	 	Egypt	 	30-Sep-2007	 	10-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207448	 	 	 	207448	 	 	Registered	 	Egypt	 	30-Sep-2007	 	16-Aug-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207443	 	 	 	207443	 	 	Registered	 	Egypt	 	30-Sep-2007	 	13-Jun-2010	 	Travelport Americas, Inc.*






17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	207446	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207449	 	 	 	207449	 	 	Registered	 	Egypt	 	30-Sep-2007	 	16-Aug-2010	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207452	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207453	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207454	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207451	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207455	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207450	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Ethiopia	 	 	 	 	 	Travelport Inc.
	ASK TRAVELPORT
	 	 	7015019	 	 	 	7015019	 	 	Registered	 	European Community	 	25-Jun-2008	 	10-Jun-2009	 	Travelport Inc.
	CARBO2N TRACKER BY TRAVELPORT
	 	 	6892004	 	 	 	6892004	 	 	Registered	 	European Community	 	06-May-2008	 	22-Nov-2009	 	Travelport Inc.
	CARBO2N TRACKER BY TRAVELPORT (stylized in color)
	 	 	6892079	 	 	 	6892079	 	 	Registered	 	European Community	 	06-May-2008	 	22-Nov-2009	 	Travelport Inc.
	CARBON TRACKER BY TRAVELPORT
	 	 	6891238	 	 	 	6891238	 	 	Registered	 	European Community	 	06-May-2008	 	31-Jan-2010	 	Travelport Inc.
	GALILEO BY TRAVELPORT
	 	 	6833991	 	 	 	 	 	 	Pending	 	European Community	 	15-Apr-2008	 	 	 	Travelport Inc.
	GALILEO BY TRAVELPORT AND DESIGN in color
	 	 	6778931	 	 	 	 	 	 	Pending	 	European Community	 	25-Mar-2008	 	 	 	Travelport Inc.
	HOTELPORT
	 	 	 	 	 	 	4586591	 	 	Registered	 	European Community	 	 	 	04-Dec-2006	 	HotelPort, Inc.**
	INTELLITRIP
	 	 	1640424	 	 	 	 	 	 	Pending	 	European Community	 	04-May-2008	 	 	 	Trip.com, Inc.***
	IT SERVICES AND SOFTWARE BY TRAVELPORT
	 	 	6778682	 	 	 	6778682	 	 	Registered	 	European Community	 	25-Mar-2008	 	10-Jul-2009	 	Travelport Inc.
	THETRIPCOM
	 	 	 	 	 	 	984641	 	 	Registered	 	European Community	 	 	 	17-Jun-2000	 	Trip.com, Inc.***
	TRAVELPORT
	 	 	3321643	 	 	 	 	 	 	Pending	 	European Community	 	20-Aug-2003	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	9702580	 	 	 	 	 	 	Pending	 	European Community	 	20-Aug-2003	 	 	 	Travelport Inc.
	TRAVELPORT (subway logo in color)
	 	 	3321676	 	 	 	3321676	 	 	Registered	 	European Community	 	20-Aug-2003	 	03-Jul-2005	 	Travelport Inc.
	TRAVELPORT BUSINESS INTELLIGENCE
	 	 	7370381	 	 	 	7370381	 	 	Registered	 	European Community	 	05-Nov-2008	 	29-Jul-2009	 	Travelport Inc.






18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT CACHE CONTROL
	 	 	6586895	 	 	 	6586895	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2010	 	Travelport Inc.
	TRAVELPORT CRUISE & TOUR
	 	 	6586937	 	 	 	6586937	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2009	 	Travelport Inc.
	TRAVELPORT FARE VERIFIED
	 	 	6586821	 	 	 	6586821	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2009	 	Travelport Inc.
	TRAVELPORT LEISURE
	 	 	6587414	 	 	 	6587414	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2009	 	Travelport Inc.
	TRAVELPORT RAPID REPRICE
	 	 	6587364	 	 	 	6587364	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2010	 	Travelport Inc.
	TRAVELPORT ROOMS AND MORE
	 	 	129211	 	 	 	 	 	 	Pending	 	European Community	 	18-Jul-2011	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	5190293	 	 	 	5190293	 	 	Registered	 	European Community	 	11-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT TRAVERSA
	 	 	6734297	 	 	 	6734297	 	 	Registered	 	European Community	 	10-Mar-2008	 	23-Feb-2010	 	Travelport Inc.
	TRAVELPORT UK RAIL
	 	 	7102379	 	 	 	7102379	 	 	Registered	 	European Community	 	28-Jul-2008	 	22-Feb-2010	 	Travelport Inc.
	TRAVELPORT VIEWTRIP
	 	 	6594675	 	 	 	6594675	 	 	Registered	 	European Community	 	18-Jan-2008	 	10-Jul-2009	 	Travelport Inc.
	WORLDSPAN BY TRAVELPORT
	 	 	6833651	 	 	 	6833651	 	 	Registered	 	European Community	 	15-Apr-2008	 	10-Jan-2011	 	Travelport Inc.
	WORLDSPAN BY TRAVELPORT & DESIGN
	 	 	6778872	 	 	 	6778872	 	 	Registered	 	European Community	 	25-Mar-2008	 	04-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	39130/03-2006	 	 	 	17683	 	 	Registered	 	Georgia	 	10-Jul-2006	 	25-Jul-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	39129/03-2006	 	 	 	17682	 	 	Registered	 	Georgia	 	10-Jul-2006	 	25-Jul-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	21763	 	 	 	38825	 	 	Registered	 	Ghana	 	11-Dec-2008	 	11-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	22129	 	 	 	38826	 	 	Registered	 	Ghana	 	11-Dec-2008	 	11-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	22494	 	 	 	 	 	 	Pending	 	Ghana	 	11-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	300675991	 	 	 	300675991	 	 	Registered	 	Hong Kong	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	300677719	 	 	 	300677719	 	 	Registered	 	Hong Kong	 	10-Jul-2006	 	30-Apr-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	1470774	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470775	 	 	 	773575	 	 	Registered	 	India	 	18-Jul-2006	 	25-Feb-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	1470778	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470777	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470776	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470773	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474012	 	 	 	763638	 	 	Registered	 	India	 	28-Jul-2006	 	13-Nov-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474013	 	 	 	748590	 	 	Registered	 	India	 	28-Jul-2006	 	25-Aug-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474011	 	 	 	747707	 	 	Registered	 	India	 	28-Jul-2006	 	23-Aug-2008	 	Travelport Inc.






19









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	1474015	 	 	 	742345	 	 	Registered	 	India	 	28-Jul-2006	 	08-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474010	 	 	 	749689	 	 	Registered	 	India	 	28-Jul-2006	 	29-Aug-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474014	 	 	 	759843	 	 	Registered	 	India	 	28-Jul-2006	 	20-Oct-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	D00.2006.023170	 	 	 	IDM000155091	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	D00.2006.023171	 	 	 	IDM000155092	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023156	 	 	 	IDM000155082	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023157	 	 	 	IDM000155083	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023173	 	 	 	IDM000155093	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023155	 	 	 	IDM000155081	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023154	 	 	 	IDM000155080	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	D00.2006.023158	 	 	 	IDM000155084	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023165	 	 	 	IDM000155089	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023164	 	 	 	IDM000155088	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023163	 	 	 	IDM000155087	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023160	 	 	 	IDM000155086	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	D00.2006.023159	 	 	 	IDM000155085	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023166	 	 	 	IDM000155090	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191657	 	 	 	191657	 	 	Registered	 	Israel	 	09-Jul-2006	 	3-Sep-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191659	 	 	 	191659	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191656	 	 	 	191656	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191653	 	 	 	191653	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191655	 	 	 	191655	 	 	Registered	 	Israel	 	09-Jul-2006	 	06-Aug-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191658	 	 	 	191658	 	 	Registered	 	Israel	 	09-Jul-2006	 	1-May-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191654	 	 	 	191654	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191662	 	 	 	191662	 	 	Registered	 	Israel	 	09-Jul-2006	 	06-Aug-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191663	 	 	 	191663	 	 	Registered	 	Israel	 	09-Jul-2006	 	1-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191661	 	 	 	191661	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191664	 	 	 	191664	 	 	Registered	 	Israel	 	09-Jul-2006	 	3-Sep-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191660	 	 	 	191660	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191665	 	 	 	191665	 	 	Registered	 	Israel	 	09-Jul-2006	 	1-May-2008	 	Travelport Inc.






20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	191666	 	 	 	191666	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-074431	 	 	 	5078887	 	 	Registered	 	Japan	 	09-Aug-2006	 	21-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-074432	 	 	 	5078888	 	 	Registered	 	Japan	 	09-Aug-2006	 	21-Sep-2007	 	Travelport Inc.
	TRAVELPORT & Strata design
	 	 	104719	 	 	 	104719	 	 	Registered	 	Jordan	 	21-Dec-2008	 	21-Dec-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	103935	 	 	 	103935	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	104487	 	 	 	104487	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	103937	 	 	 	103937	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	104539	 	 	 	104539	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	103936	 	 	 	103936	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	105362	 	 	 	105362	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	45618	 	 	 	32238	 	 	Registered	 	Kazakhstan	 	25-Dec-2008	 	15-Jun-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	64668	 	 	 	64668	 	 	Registered	 	Kenya	 	17-Dec-2008	 	19-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	45/2006/2526	 	 	 	 	 	 	Pending	 	Korea, Republic of	 	12-Jul-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	45/2006/2486	 	 	 	 	 	 	Registered	 	Korea, Republic of	 	11-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	98204	 	 	 	98204	 	 	Registered	 	Kuwait	 	28-Sep-2008	 	29-Sep-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	98205	 	 	 	 	 	 	Pending	 	Kuwait	 	29-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	98206	 	 	 	 	 	 	Pending	 	Kuwait	 	29-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Kyrgyz Republic	 	24-Jun-2010	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	15173	 	 	 	14757	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15174	 	 	 	14758	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15175	 	 	 	14759	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15176	 	 	 	14760	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15178	 	 	 	14762	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15177	 	 	 	14761	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15179	 	 	 	14763	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*






21









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	15201	 	 	 	14785	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15202	 	 	 	14786	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15203	 	 	 	14787	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15204	 	 	 	14788	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15205	 	 	 	14789	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15206	 	 	 	14790	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15207	 	 	 	14791	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	8746	 	 	 	119857	 	 	Registered	 	Lebanon	 	18-Dec-2008	 	22-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	MW/TM/2008/00711	 	 	 	MW/TM/2008/00711	 	 	Registered	 	Malawi	 	11-Dec-2008	 	15-Sep-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	MW/TM/2008/00712	 	 	 	MW/TM/2008/00712	 	 	Registered	 	Malawi	 	11-Dec-2008	 	11-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	6014580	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014581	 	 	 	6014581	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	14-Apr-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	6014582	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014583	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014584	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014585	 	 	 	6014585	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	10-Dec-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	6014586	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014577	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014578	 	 	 	6014578	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014573	 	 	 	6014573	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	25-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014579	 	 	 	6014579	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	16-Aug-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014574	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014575	 	 	 	6014575	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	16-Aug-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014576	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	MU/M/06/04731	 	 	3613/2007	 	 	Registered	 	Mauritius	 	14-Apr-2006	 	08-Aug-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	MU/M/06/04753	 	 	3617/2007	 	 	Registered	 	Mauritius	 	12-Jul-2006	 	08-Aug-2007	 	Travelport Inc.






22









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	793897	 	 	 	1108784	 	 	Registered	 	Mexico	 	12-Jul-2006	 	03-Jul-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	793899	 	 	 	1131782	 	 	Registered	 	Mexico	 	12-Jul-2006	 	25-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	793894	 	 	 	978466	 	 	Registered	 	Mexico	 	12-Jul-2006	 	26-Mar-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	793898	 	 	 	961716	 	 	Registered	 	Mexico	 	12-Jul-2006	 	17-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	793895	 	 	 	974887	 	 	Registered	 	Mexico	 	12-Jul-2006	 	27-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	793893	 	 	 	961714	 	 	Registered	 	Mexico	 	12-Jul-2006	 	17-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	793896	 	 	 	 	 	 	Pending	 	Mexico	 	12-Jul-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	793904	 	 	 	956000	 	 	Registered	 	Mexico	 	12-Jul-2006	 	28-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793908	 	 	 	963006	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793906	 	 	 	963005	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793905	 	 	 	963004	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793901	 	 	 	963003	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793902	 	 	 	1009751	 	 	Registered	 	Mexico	 	12-Jul-2006	 	31-Oct- 2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	793900	 	 	 	963002	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	8238	 	 	 	7492	 	 	Registered	 	Mongolia	 	01-Dec-2008	 	01-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	14399/2008	 	 	 	 	 	 	Pending	 	Mozambique	 	29-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	14400/2008	 	 	 	 	 	 	Pending	 	Mozambique	 	29-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	14401/2008	 	 	 	 	 	 	Pending	 	Mozambique	 	29-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	33102	 	 	 	 	 	 	Pending	 	Nepal	 	03-Feb-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	33103	 	 	 	 	 	 	Pending	 	Nepal	 	03-Feb-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	33104	 	 	 	 	 	 	Pending	 	Nepal	 	03-Feb-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	D-600549	 	 	 	12332	 	 	Registered	 	Netherlands Antilles	 	31-Aug-2006	 	20-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	D-600505	 	 	 	12420	 	 	Registered	 	Netherlands Antilles	 	15-Aug-2006	 	20-Oct-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	750931	 	 	 	750931	 	 	Registered	 	New Zealand	 	10-Jul-2006	 	08-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	751011	 	 	 	751011	 	 	Registered	 	New Zealand	 	10-Jul-2006	 	08-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	F/TM/2008/15387	 	 	 	82792	 	 	Registered	 	Nigeria	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	F/TM/2008/15388	 	 	 	82793	 	 	Registered	 	Nigeria	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	F/TM/2008/15389	 	 	 	82791	 	 	Registered	 	Nigeria	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	200607103	 	 	 	238434	 	 	Registered	 	Norway	 	10-Jul-2006	 	21-Mar-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	200607526	 	 	 	238678	 	 	Pending	 	Norway	 	19-Jul-2006	 	10-Apr-2007	 	Travelport Inc.






23









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	42018	 	 	 	42018	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42019	 	 	 	42019	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42022	 	 	 	42022	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42020	 	 	 	42020	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42023	 	 	 	42023	 	 	Registered	 	Oman	 	28-Oct-2006	 	10-May-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42021	 	 	 	42021	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42024	 	 	 	42024	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42028	 	 	 	42028	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42025	 	 	 	42025	 	 	Registered	 	Oman	 	28-Oct-2006	 	10-May-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42027	 	 	 	42027	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42030	 	 	 	42030	 	 	Registered	 	Oman	 	28-Oct-2006	 	07-Aug-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42031	 	 	 	42031	 	 	Registered	 	Oman	 	28-Oct-2006	 	07-Aug-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42026	 	 	 	42026	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42029	 	 	 	42029	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	GALILEO BY TRAVELPORT
	 	 	264180	 	 	 	 	 	 	Pending	 	Pakistan	 	03-Apr-2009	 	 	 	Travelport Inc.
	GALILEO BY TRAVELPORT
	 	 	264181	 	 	 	 	 	 	Pending	 	Pakistan	 	03-Apr-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	A68084	 	 	 	A68084	 	 	Registered	 	Papua New Guinea	 	04-Dec-2008	 	04-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	A68085	 	 	 	A68085	 	 	Registered	 	Papua New Guinea	 	04-Dec-2008	 	04-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	A68086	 	 	 	A68086	 	 	Registered	 	Papua New Guinea	 	04-Dec-2008	 	04-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	285277	 	 	 	125860	 	 	Registered	 	Peru	 	18-Jul-2006	 	30-Mar-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285278	 	 	 	125136	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285279	 	 	 	45333	 	 	Registered	 	Peru	 	18-Jul-2006	 	22-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285280	 	 	 	45291	 	 	Registered	 	Peru	 	18-Jul-2006	 	19-Feb-2007	 	Travelport Inc.






24









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	285281	 	 	 	45775	 	 	Registered	 	Peru	 	18-Jul-2006	 	09-Apr-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285282	 	 	 	45334	 	 	Registered	 	Peru	 	18-Jul-2006	 	22-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285283	 	 	 	45867	 	 	Registered	 	Peru	 	18-Jul-2006	 	16-Apr-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285270	 	 	 	127599	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-May-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285271	 	 	 	127135	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285272	 	 	 	45394	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285273	 	 	 	45395	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285274	 	 	 	46320	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-May-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285275	 	 	 	45396	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285276	 	 	 	46321	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-May-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	4-2006-009296	 	 	 	 	 	 	Pending	 	Philippines	 	23-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	4-2006-009297	 	 	 	4-2006-009297	 	 	Registered	 	Philippines	 	23-Aug-2006	 	29-Oct-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	44732	 	 	 	44732	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44731	 	 	 	44731	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44734	 	 	 	44734	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44735	 	 	 	44734	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44736	 	 	 	44736	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44733	 	 	 	44733	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44737	 	 	 	44737	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44741	 	 	 	44741	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44742	 	 	 	44742	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44738	 	 	 	44738	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44739	 	 	 	44739	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Sep-2009	 	Travelport Americas, Inc.*






25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	44740	 	 	 	44740	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Sep-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	2006719462	 	 	 	370294	 	 	Registered	 	Russian Federation	 	13-Jul-2006	 	22-Jan-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2008709393	 	 	 	390555	 	 	Registered	 	Russian Federation	 	28-Mar-2008	 	05-Oct-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006719463	 	 	 	342000	 	 	Registered	 	Russian Federation	 	13-Jul- 2007	 	23-Jan-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	6541/JRK	 	 	 	 	 	 	Pending	 	Rwanda	 	11-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	109646	 	 	 	1120/25	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109647	 	 	 	1120/26	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109648	 	 	 	1120/27	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109649	 	 	 	1120/28	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109650	 	 	 	1120/29	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109651	 	 	 	1123/47	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	30-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109652	 	 	 	1123/48	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	30-Dec-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	109653	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109654	 	 	 	969-82	 	 	Registered	 	Saudi Arabia	 	26-Sep-2007	 	16-Jan-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	109655	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109656	 	 	 	951/3/	 	 	Registered	 	Saudi Arabia	 	26-Sep-2007	 	21-Oct- 2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	109657	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109658	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109659	 	 	 	951/57	 	 	Registered	 	Saudi Arabia	 	26-Sep-2007	 	21-Oct- 2007	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13592A	 	 	 	T06/13592A	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13593Z	 	 	 	T06/13593Z	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13595F	 	 	 	T06/13595F	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13598J	 	 	 	T06/13598J	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13597B	 	 	 	T06/13597B	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13596D	 	 	 	T06/13596D	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13594H	 	 	 	T06/13594H	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13783E	 	 	 	T06/13783E	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13779G	 	 	 	T06/13779G	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13778I	 	 	 	T06/13778I	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13785A	 	 	 	T06/13785A	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.






26









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	T06/13784C	 	 	 	T06/13784C	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13782G	 	 	 	T06/13782G	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13780J	 	 	 	T06/13780J	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15183	 	 	 	2006/15183	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15187	 	 	 	2006/15187	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15184	 	 	 	2006/15184	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15185	 	 	 	 	 	 	Pending	 	South Africa	 	07-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15186	 	 	 	2006/15186	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15188	 	 	 	2006/15188	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15189	 	 	 	2006/15189	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15302	 	 	 	2006/15302	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15300	 	 	 	2006/15300	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15304	 	 	 	2006/15304	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15299	 	 	 	2006/15299	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15301	 	 	 	2006/15301	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15305	 	 	 	2006/15305	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15303	 	 	 	2006/15303	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	147268	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147272	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147273	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147271	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147270	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147269	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	D-600549	 	 	 	12332	 	 	Registered	 	St. Maarten	 	31-Aug-2006	 	20-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	D-600505	 	 	 	12420	 	 	Registered	 	St. Maarten	 	15-Aug-2006	 	20-Oct-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	36264	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36267	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36265	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*






27









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	36268	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36269	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36270	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36266	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36258	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36262	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36263	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36257	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36259	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36260	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36261	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	21716	 	 	 	21716	 	 	Registered	 	Suriname	 	24-Dec-2008	 	24-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	56024/2006	 	 	 	553361	 	 	Registered	 	Switzerland	 	07-Jul-2006	 	03-Jan-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	56069	 	 	 	553377	 	 	Registered	 	Switzerland	 	10-Jul-2006	 	03-Jan-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	151	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	153	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	154	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	150	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	152	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	155	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	156	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*






28









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	160	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	161	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	159	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	163	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	162	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	157	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	158	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	95047747	 	 	 	1311785	 	 	Registered	 	Taiwan	 	19-Sep-2006	 	16-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	95047746	 	 	 	1303548	 	 	Registered	 	Taiwan	 	19-Sep-2006	 	1-Mar-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	10010541	 	 	 	 	 	 	Pending	 	Tajikistan	 	21-Jun-2010	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	TZ/S/2008/520	 	 	 	 	 	 	Pending	 	Tanganyika	 	10-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	TZ/S/2008/521	 	 	 	 	 	 	Pending	 	Tanganyika	 	10-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	TZ/S/2008/522	 	 	 	 	 	 	Pending	 	Tanganyika	 	10-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Tanzania	 	 	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	638310	 	 	 	 	 	 	Pending	 	Thailand	 	08-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	638312	 	 	 	BOR36191	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638311	 	 	 	269621	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638313	 	 	 	BOR36197	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638314	 	 	 	 	 	 	Pending	 	Thailand	 	08-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	638315	 	 	 	BOR36618	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638316	 	 	 	BOR36151	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638322	 	 	 	35654	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638323	 	 	 	35653	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638319	 	 	 	269620	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638324	 	 	 	bOR36323	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638318	 	 	 	Kor295821	 	 	Registered	 	Thailand	 	08-Sep-2006	 	07-Apr-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	638320	 	 	 	BOR36216	 	 	Registered	 	Thailand	 	08-Sep-2006	 	07-Sep-2006	 	Travelport Inc.






29









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	638321	 	 	 	BOR35613	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	EE062750	 	 	 	EE062750	 	 	Registered	 	Tunisia	 	16-Oct-2006	 	16-Apr-2008	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	EE062751	 	 	 	EE062751	 	 	Registered	 	Tunisia	 	16-Oct-2006	 	16-Apr-2008	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	2006/50039	 	 	 	2006/50039	 	 	Registered	 	Turkey	 	16-Aug-2006	 	16-Oct-2006	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	2006-50514	 	 	 	2006/50514	 	 	Registered	 	Turkey	 	18-Oct-2006	 	18-Oct-2006	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	31833	 	 	 	31833	 	 	Registered	 	Uganda	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	31834	 	 	 	31834	 	 	Registered	 	Uganda	 	16-Dec-2008	 	25-May-2011	 	Travelport Inc.
	TRAVELPORT
	 	 	2008 22129	 	 	 	127335	 	 	Registered	 	Ukraine	 	25-Dec-2008	 	25-Aug-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85408	 	 	 	102648	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	28-Apr-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85407	 	 	 	 	 	 	Pending	 	United Arab Emirates	 	14-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	85413	 	 	 	102639	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	27-Apr-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85410	 	 	 	 	 	 	Pending	 	United Arab Emirates	 	14-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	85411	 	 	 	102641	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	28-Apr-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85412	 	 	 	 	 	 	Pending	 	United Arab Emirates	 	14-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	85409	 	 	 	102642	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	28-Apr-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	85400	 	 	 	87872	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	20-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85401	 	 	 	87966	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	22-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85403	 	 	 	90894	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	29-Jul-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85405	 	 	 	87967	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	22-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85402	 	 	 	88765	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	25-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85404	 	 	 	90896	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	29-Jul-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85406	 	 	 	90898	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	29-Jul-2008	 	Travelport Inc.
	ASK TRAVELPORT
	 	 	77/519455	 	 	 	3753654	 	 	Registered	 	United States of America	 	10-Jul-2008	 	02-Mar-2010	 	Travelport Inc.
	JUMPSTART
	 	 	78/513568	 	 	 	3041040	 	 	Registered	 	United States of America	 	09-Nov-2004	 	10-Jan-2006	 	Travelport Inc.
	THOR
	 	 	75/693851	 	 	 	2533290	 	 	Registered	 	United States of America	 	28-Apr-1999	 	29-Jan-2002	 	Travelport Inc.
	THOR
	 	 	75/344802	 	 	 	2252615	 	 	Registered	 	United States of America	 	21-Aug-1997	 	15-Jun-1999	 	Trip.com, Inc.***






30









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	THOR & Design
	 	 	76/104845	 	 	 	2613296	 	 	Registered	 	United States of America	 	08-Aug-2000	 	27-Aug-2002	 	Travelport Inc.
	THOR DESIGN
	 	 	76/104844	 	 	 	2479890	 	 	Registered	 	United States of America	 	08-Aug-2000	 	21-Aug-2001	 	Travelport Inc.
	TRAVELPORT
	 	 	76/251034	 	 	 	2679926	 	 	Registered	 	United States of America	 	04-May-2001	 	28-Jan-2003	 	Travelport Inc.
	TRAVELPORT
	 	 	78/861891	 	 	 	3843199	 	 	Registered	 	United States of America	 	14-Apr-2006	 	31-Aug-2010	 	Travelport Inc.
	TRAVELPORT EXPRESS
	 	 	78/282397	 	 	 	2,958,286	 	 	Registered	 	United States of America	 	04-Aug-2003	 	31-May-2005	 	Travelport Inc.
	TRAVELPORT FARE VERIFIED
	 	 	77/373306	 	 	 	3699677	 	 	Registered	 	United States of America	 	16-Jan-2008	 	20-Oct-2009	 	Travelport Inc.
	TRAVELPORT RAPID REPRICE
	 	 	77/375381	 	 	 	3617030	 	 	Registered	 	United States of America	 	18-Jan-2008	 	05-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	78/920241	 	 	 	3720208	 	 	Registered	 	United States of America	 	29-Jun-2006	 	01-Dec-2009	 	Travelport Inc.
	TRAVELPORT TRAVERSA
	 	 	77/415986	 	 	 	3842009	 	 	Registered	 	United States of America	 	07-Mar-2008	 	31-Aug-2010	 	Travelport Inc.
	TRAVELPORT VIEWTRIP
	 	 	77/375692	 	 	 	3617033	 	 	Registered	 	United States of America	 	18-Jan-2008	 	05-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	MGU 20260	 	 	MGU 20260	 	Registered	 	Uzbekistan	 	26-Feb-2010	 	15-Nov-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15661	 	 	 	293574	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15660	 	 	 	293573	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15663	 	 	 	41490	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15665	 	 	 	41492	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15664	 	 	 	41491	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15666	 	 	 	41493	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15667	 	 	 	41494	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15659	 	 	 	293572	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-015670	 	 	 	41497	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15672	 	 	 	41498	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15668	 	 	 	41495	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15669	 	 	 	41496	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15658	 	 	 	293571	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15673	 	 	 	41499	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	4-2006-17375	 	 	 	4-0101685-000	 	 	Registered	 	Viet Nam	 	17-Oct-2006	 	22-May-2008	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	4-2006-17429	 	 	 	108393	 	 	Registered	 	Viet Nam	 	17-Oct-2006	 	30-Jul-2009	 	Travelport Americas, Inc.*






31









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	46833	 	 	 	37962	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46834	 	 	 	37963	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46835	 	 	 	37964	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46836	 	 	 	37965	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46837	 	 	 	37966	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46838	 	 	 	38676	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46839	 	 	 	39767	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	1028/2008	 	 	 	1028/2008	 	 	Registered	 	Zambia	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	1029/2008	 	 	 	1029/2008	 	 	Registered	 	Zambia	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	ZN/S/2008/000246	 	 	 	 	 	Pending	 	Zanzibar	 	16-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	ZN/S/2008/000247	 	 	 	 	 	Pending	 	Zanzibar	 	16-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	ZN/S/2008/000248	 	 	 	 	 	Pending	 	Zanzibar	 	16-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1448/2008	 	 	 	 	 	 	Pending	 	Zimbabwe	 	15-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1449/2008	 	 	 	 	 	 	Pending	 	Zimbabwe	 	15-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1450/2008	 	 	 	 	 	 	Pending	 	Zimbabwe	 	15-Dec-2008	 	 	 	Travelport Inc.








 




			
	*	 	- Travelport Americas, Inc. assigned rights to its trademarks to Travelport Inc.
	 
	**	 	- The trademark of HotelPort, Inc, is now owned by Travelport Inc.
	 
	***	 	- Trip.com, Inc. merged into Travelport Inc.





TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY




WORLDSPAN TECHNOLOGIES INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	App.	 	Reg.	 	 	 	 	 	App.	 	 	 	 
	Trademark	 	No.	 	No.	 	Status	 	Country	 	Date	 	Reg. Date	 	Record Owner
	TRAVELPORTSAVER

	 	78/679732
	 	 	3345399	 	 	Registered
	 	United States of America
	 	27-Jul-2005
	 	27-Nov-2007
	 	Worldspan Technologies Inc.







32











 





Exhibit I to the

Second Lien Intellectual Property

Security Agreement




          
SUPPLEMENT NO. __, dated as of [•] (this “Supplement”), to the Second Lien
Intellectual Property Security Agreement, dated as of
[•], 2011 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the
“Intellectual Property Security Agreement”), among TRAVELPORT LIMITED, a company
incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, 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 other Subsidiaries of Holdings from time to time party
thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as used
herein as defined in the Intellectual Property Security Agreement referred to
below).




          A. Reference is made to the Second Lien Credit Agreement, dated as of [•] (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent,
TDS Intermediate Parent, Wells Fargo Bank, National Association, as the
“Administrative Agent” (under and as defined therein), Wells Fargo Bank, National
Association, as the “Collateral Agent” (under and as defined therein) and each
Lender from time to time party thereto.




          B. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Intellectual Property Security
Agreement.




          C. The Grantors have entered into the Intellectual Property Security Agreement
in order to induce the Lenders to make Loans. Section 5.14 of the Intellectual
Property Security Agreement provides that additional Restricted Subsidiaries of the
Borrower may become Subsidiary
Parties under the Intellectual Property 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 Intellectual Property Security Agreement and as consideration for
Loans previously made.




          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:




          SECTION 1. In accordance with Section 5.14 of the Intellectual Property
Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary
Party (and accordingly, becomes a Grantor) and Grantor under the Intellectual
Property 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
terms and provisions of the Intellectual Property 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 in all material respects 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 Intellectual
Property Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the
Intellectual Property Security Agreement shall be deemed to include the New Subsidiary. The
Intellectual Property 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 any and all
Collateral of the New Subsidiary consisting of Intellectual Property 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 Intellectual Property
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 Intellectual Property
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 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 5.01 of the Intellectual Property Security Agreement.







2









 








          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.




          SECTION 10. Notwithstanding anything herein to the contrary, the lien and
security interest granted to Collateral Agent pursuant to this Supplement and the
exercise of any right or remedy by Collateral Agent hereunder are subject to the
provisions of the Intercreditor Agreement. In the event of any conflict between the
terms of the Intercreditor Agreement and this Supplement, the terms of the
Intercreditor Agreement shall govern and control.




          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly
executed this Supplement to the Intellectual Property Security Agreement as of the
day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  


Legal Name:

Jurisdiction of Formation:

Location of Chief Executive Office: 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
as
Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



Schedule I to the

Supplement No. __ to

the Second Lien Intellectual Property

Security Agreement




INTELLECTUAL PROPERTY








 









 








EXHIBIT II




GRANT OF

SECURITY INTEREST IN COPYRIGHTS (SECOND LIEN)





     This GRANT OF SECURITY INTEREST IN COPYRIGHTS (SECOND LIEN) (this “Agreement”),
effective as of [__________ ___], [_____], is made by [__________], a [__________] with
offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue,
11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured
Parties under the Second Lien Credit Agreement, dated as of September ____, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, 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.A.R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent
and each Lender from time to time party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
the Borrower subject to the terms and conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate
Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the
Borrower have executed and delivered that certain Second Lien Intellectual Property
Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with
all amendments and modifications, if any, from time to time thereafter made thereto, the
“IP Security Agreement”);



     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or
performance, as the case may be, in full of the Obligations, including the Guarantees, the
Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for
the benefit of the Secured Parties, and granted to the Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in all right, title or interest
in or to any and all of the Collateral, including the Copyrights; and



     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of
this Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the
meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement.



 









 





     SECTION 2. Grant of Security Interest. As security for the payment or performance, as
the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby
collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest in all of the Grantor’s right, title
and interest in, to and under the Copyrights (including, without limitation, those items
listed on Schedule A hereto) (collectively, the “Copyright Collateral”).



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for
the purpose of recording the grant of security interest herein with the United States
Copyright Office. The security interest granted hereby has been granted to the Agent in
connection with the IP Security Agreement and is expressly subject to the terms and
conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent
thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary,
the lien and security interest granted to the Agent pursuant to this Agreement and the
exercise of any right or remedy by the Agent hereunder are subject to the provisions of the
Intercreditor Agreement. 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.



     SECTION 5. Counterparts. 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
email) shall be as effective as delivery of a manually signed counterpart of this
Agreement.



     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.





[Signature Page Follows]




2









 






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



	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:




WELLS FARGO BANK,

NATIONAL ASSOCIATION




	 	 	 	 	 

	By:
	 	 
	 	 
	 
	 	 
	 	 
	 
	 	Name:	 	 
	 
	 	Title:	 	 






 









 






EXHIBIT III




GRANT OF

SECURITY INTEREST IN TRADEMARKS (SECOND LIEN)




     This GRANT OF SECURITY INTEREST IN TRADEMARKS (SECOND LIEN) (this “Agreement”),
effective as of [__________ ___], [_____], is made by [__________], a [__________] with
offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue,
11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured
Parties under the Second Lien Credit Agreement, dated as of September ____, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, 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.A.R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent
and each Lender from time to time party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
the Borrower subject to the terms and conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate
Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the
Borrower have executed and delivered that certain Second Lien Intellectual Property
Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with
all amendments and modifications, if any, from time to time thereafter made thereto, the
“IP Security Agreement”);



     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or
performance, as the case may be, in full of the Obligations, including the Guarantees, the
Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for
the benefit of the Secured Parties, and granted to the Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in all right, title or interest
in or to any and all of the Collateral, including the Trademarks; and



     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of
this Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the
meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement.



 









 





     SECTION 2. Grant of Security Interest. As security for the payment or performance, as
the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby
collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest in all of the Grantor’s right, title
and interest in, to and under the Trademarks (including, without limitation, those items
listed on Schedule A hereto) (collectively, the “Trademark Collateral”); provided, however,
that the security interest granted by the Grantor hereunder shall not include any
intent-to-use application for a Trademark that may be deemed invalidated, cancelled or
abandoned due to the grant and/or enforcement of such security interest unless and until
such time that the acceptable evidence of use of such Trademark is filed with the United
States Patent and Trademark Office and grant and/or enforcement of the security interest
will not affect the status or validity of such application for such Trademark of the
resulting registration.



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for
the purpose of recording the grant of security interest herein with the United States
Patent and Trademark Office. The security interest granted hereby has been granted to the
Agent in connection with the IP Security Agreement and is expressly subject to the terms
and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent
thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary,
the lien and security interest granted to the Agent pursuant to this Agreement and the
exercise of any right or remedy by the Agent hereunder are subject to the provisions of the
Intercreditor Agreement. 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.



     SECTION 5. Counterparts. 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
email) shall be as effective as delivery of a manually signed counterpart of this
Agreement.



     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.



[Signature Page Follows]




2









 






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



	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:




WELLS FARGO BANK,

NATIONAL ASSOCIATION




	 	 	 	 	 

	By:
	 	 
	 	 
	 
	 	 
	 	 
	 
	 	Name:	 	 
	 
	 	Title:	 	 

















 






EXHIBIT IV




GRANT OF

SECURITY INTEREST IN PATENTS (SECOND LIEN)




     This GRANT OF SECURITY INTEREST IN PATENTS (SECOND LIEN) (this “Agreement”),
effective as of [__________ ___], [_____], is made by [__________], a
[__________] with offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue,
11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured Parties
under the Second Lien Credit Agreement, dated as of September ____, 2011 (as amended, amended and
restated, supplemented or otherwise modified from time to time, 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.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
the Borrower subject to the terms and conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate
Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the
Borrower have executed and delivered that certain Second Lien Intellectual Property
Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with
all amendments and modifications, if any, from time to time thereafter made thereto, the
“IP Security Agreement”);



     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or
performance, as the case may be, in full of the Obligations, including the Guarantees, the
Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for
the benefit of the Secured Parties, and granted to the Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in all right, title or interest
in or to any and all of the Collateral, including the Patents; and



     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of
this Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the
meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement.













 





     SECTION 2. Grant of Security Interest. As security for the payment or performance, as
the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby
collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest in all of the Grantor’s right, title
and interest in, to and under the Patents (including, without limitation, those items
listed on Schedule A hereto) (collectively, the “Patent Collateral”).



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for
the purpose of recording the grant of security interest herein with the United States
Patent and Trademark Office. The security interest granted hereby has been granted to the
Agent in connection with the IP Security Agreement and is expressly subject to the terms
and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent
thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary,
the lien and security interest granted to the Agent pursuant to this Agreement and the
exercise of any right or remedy by the Agent hereunder are subject to the provisions of the
Intercreditor Agreement. 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.



     SECTION 5. Counterparts. 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
email) shall be as effective as delivery of a manually signed counterpart of this
Agreement.



     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.



[Signature Page Follows]




2









 








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



	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:




WELLS FARGO BANK,

NATIONAL ASSOCIATION




	 	 	 	 	 

	By:
	 	 
	 	 
	 
	 	 
	 	 
	 
	 	Name:	 	 
	 
	 	Title:	 	 







 











 





EXHIBIT H




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.



8









 





     “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.



10









 





     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.




19











 





     (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).



22









 





     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



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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