Exhibit
10.1


 


AMENDMENT
NO. 2 TO CREDIT AGREEMENT


 


Amendment No. 2, dated as of November 25,
2009 (this “Amendment”), to the Second Amended and Restated Credit
Agreement, dated as of August 23, 2006, as amended and restated on January 29,
2007, and as further amended and restated on May 23, 2007 (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”), UBS AG, Stamford Branch, as
Administrative Agent (the “Administrative Agent”) and as Collateral
Agent, L/C Issuer and Swing Line Lender, each lender from time to time party
thereto (collectively, the “Lenders” and individually, a “Lender”)
and the other agents and arrangers named therein.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.


 


W I T N E S S E T H:


 


WHEREAS, Section 10.01 of the Credit Agreement
permits the Borrower and the Required Lenders to enter into amendments or
waivers to the Credit Agreement; and


 


WHEREAS, the Required Lenders and the Borrower
desire to amend the Credit Agreement on the terms set forth herein.


 


NOW, THEREFORE, in consideration of the promises and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:


 


Section 1.              Amendments


 


(a)           The
definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement
is hereby replaced in its entirety with the following:


 


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


 

















 


Swing Line Obligations
outstanding at such time, shall take, or is the Subsidiary of any
person that has taken, any action or be (or is) the subject of any action or
proceeding of a type described in Section 8.01(f) or (g) (or any
comparable proceeding initiated by a regulatory authority having jurisdiction
over such Lender or such person).”


 


(b)           The
definition of “Not Otherwise Applied” in Section 1.01 of the Credit
Agreement is hereby amended by replacing clause (b) thereof with the
following:


 


“(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) or
(ii), 7.06(i) or 7.13(a).”.


 


(c)           The
definition of “Qualifying IPO” in Section 1.01 of the Credit Agreement is
hereby replaced in its entirety with the following:


 


““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.”.


 


(d)           The
text “Revolving Letter of Credits” set forth in the definition thereof in  Section 1.01 of the Credit Agreement
shall be replaced with the text “Revolving Letters of Credit”.


 


(e)           Section 2.03(f) of
the Credit Agreement is hereby amended by inserting the text “105% of”
immediately prior to the text (i) “such Outstanding Amount” set forth in
the first sentence thereof, (ii) the text “the aggregate Outstanding
Amount” set forth in the sixth sentence thereof, (iii) the text “such
aggregate Outstanding Amount” set forth in the sixth sentence thereof and (iv) the
text “the then Outstanding Amount” set forth in the eighth sentence thereof.


 


(f)            Article II
of the Credit Agreement is hereby amended to add a new Section 2.16 to
read as follows:


 


“SECTION 2.16     Defaulting Lenders.  Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:


 


(a)            if any Swing Line Obligations or
Revolving L/C Obligations exist at the time a Lender becomes a Defaulting
Lender then the Borrower shall within one (1) Business Day following
notice by the Administrative Agent (x) first, prepay such Defaulting
Lender’s Pro Rata Share of the Swing Line Obligations and (y) second, Cash
Collateralize such Defaulting Lender’s Pro Rata Share of the Revolving L/C
Obligations in accordance with the procedures set forth in Section 2.03(f) (with
references therein to the Outstanding Amount of all Revolving L/C Obligations,
or similar terms, being deemed to refer instead to the Outstanding Amount of
such Defaulting Lender’s Pro Rata Share of all 


 


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Revolving L/C Obligations) for
so long as such Revolving L/C Obligations are outstanding; and


 


(b)           so
long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be
required to fund any Swing Line Loan and no Revolving L/C Issuer shall be required
to issue, amend or increase any Revolving Letter of Credit, unless it is
satisfied that the related exposure will be 100% covered (or in the case of
Cash Collateralization, 105% covered) as set forth in clause (a) above and
as the Administrative Agent, Swing Line Lender and any Revolving L/C Issuer may
otherwise reasonably require.


 


The rights and remedies
against a Defaulting Lender under this Section 2.16 are in addition to
other rights and remedies that the Borrower, the Administrative Agent, each
Revolving L/C Issuer, the Swing Line Lender and the non-Defaulting Lenders may
have against such Defaulting Lender.”.


 


(g)           Section 6.14
of the Credit Agreement is hereby amended by replacing the second sentence thereof
in its entirety with the foregoing: “Orbitz TopCo and its Subsidiaries shall
continue to be Unrestricted Subsidiaries at all times from and after the Orbitz
IPO unless and until designated as a Restricted Subsidiary in accordance with
the other provisions of the Loan Documents applicable to designating
Unrestricted Subsidiaries as Restricted Subsidiaries.”.


 


(h)           Section 7.03(t) of
the Credit Agreement is hereby amended by replacing the text “Notes” set for
therein with the text “High Yield Notes”.


 


Section 2.              Conditions Precedent to the Effectiveness
of this Amendment


 


This Amendment shall become
effective as of the date when, and only when, each of the following conditions
precedent shall have been (or are or will be substantially concurrently
therewith) satisfied (the “Amendment No. 2 Effective Date”):


 


(a)           the Administrative
Agent shall have received this Amendment, duly executed by the Borrower and a
number of Lenders sufficient to constitute the Required Lenders;


 


(b)           the representations and warranties in
Section 3(a) shall be true and correct in all material respects as of
the Amendment No. 2 Effective Date (provided 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)
and the representations and warranties in Sections 3(b), (c) and (d) shall
be true and correct as of the Amendment No. 2 Effective Date; and


 


(c)           the Borrower shall
have paid all fees and expenses payable to the Lenders and the Administrative
Agent, including as set forth in Section 4 hereof.


 


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Section 3.              Representations and Warranties


 


On and as of the Amendment No. 2 Effective
Date, after giving effect to this Amendment, the Borrower hereby represents and
warrants to the Administrative Agent and each Lender as follows:


 


(a)           the execution,
delivery and performance by the Borrower of this Amendment are within the
Borrower’s corporate or other powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (i) contravene
the terms of any of the Borrower’s Organization Documents, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien
under (other than as permitted by Section 7.01 of the Credit Agreement),
or require any payment to be made under (x) any Contractual Obligation to
which the Borrower is a party or affecting Borrower or the properties of the
Borrower or any of its Subsidiaries or (y) any material order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which the
Borrower or its property is subject; or (iii) violate any material Law;
except with respect to any conflict, breach or contravention or payment (but
not creation of Liens) referred to in clause (ii)(x), to the extent that such
conflict, breach, contravention or payment could not reasonably be expected to
have a Material Adverse Effect;


 


(b)           the representations
and warranties of the Borrower and each other Loan Party contained in Article 5
or any other Loan Document are true and correct in all material respects on and
as of the Amendment No. 2 Effective Date; provided
that, to the extent that such representations and warranties specifically refer
to an earlier date, such representations and warranties are 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 is true and correct in all respects on such respective dates;
and


 


(c)           after giving effect
to the effectiveness of this Amendment, the modification of the Credit
Agreement effected pursuant to this Amendment does not:


 


(i)            impair the
validity, effectiveness or priority of the Liens granted pursuant to any Loan
Document, and such Liens continue unimpaired with the same priority to secure
repayment of all Obligations, whether heretofore or hereafter incurred; or


 


(ii)           require that any
new filings be made or other action taken to perfect or to maintain the
perfection of such Liens; and


 


(d)           no Default or Event
of Default has occurred and is continuing.


 


Section 4.              Fees and Expenses


 


(a)           The Borrower agrees to pay on demand in accordance with
the terms of Section 10.04 of the Credit Agreement all reasonable out-of-pocket
costs and expenses incurred by the Administrative Agent (including all Attorney
Costs of Cahill Gordon & Reindel LLP) in connection with the
preparation, negotiation and execution of this Amendment.


 


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(b)           Each Lender which shall have duly executed and delivered
to the Borrower and the Administrative Agent this Amendment on or prior to 5:00 p.m.,
New York City time, on November 23, 2009 shall be paid by the Borrower on
the Amendment No. 2 Effective Date a fee equal to 0.05% multiplied by the
sum of the aggregate principal amount of Term Loans, the Revolving Credit
Commitments (whether drawn or undrawn) and the Post-First Amendment and Restatement
Credit-Linked Deposit of such Lender, as set forth on the Register maintained
by the Administrative Agent.


 


Section 5.              Reference to and Effect on the Loan Documents


 


(a)           Except
as specifically amended above, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and
effect and are hereby ratified and confirmed.


 


(b)           The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Lenders, Holdings, the Borrower or
the Administrative Agent under any of the Loan Documents, nor constitute a
waiver of any other provision of any of the Loan Documents or for any purpose.


 


(c)           Each
of the Loan Documents, including the Credit Agreement, and any and all other
agreements, documents or instruments now or hereafter executed and/or delivered
pursuant to the terms hereof or pursuant to the terms of the Credit Agreement
as amended hereby, are hereby amended so that any reference in such Loan
Documents to the Credit Agreement, whether direct or indirect, shall mean a
reference to the Credit Agreement as amended hereby.


 


(d)           This
Amendment is a Loan Document.  For the
avoidance of doubt, the indemnification provisions set forth in Section 10.05
of the Credit Agreement shall apply to this Amendment.


 


Section 6.              Execution in Counterparts


 


This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.  Delivery of an executed
counterpart by telecopy or other electronic transmission shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


Section 7.              Governing Law


 


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


 


Section 8.              Headings


 


Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.


 


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Section 9.              Notices


 


All communications and notices hereunder shall be
given as provided in the Credit Agreement.


 


Section 10.            Severability


 


The illegality or unenforceability of any provision
of this Amendment or any instrument or agreement required hereunder shall not
in any way affect or impair the legality or enforceability of the remaining
provisions of this Amendment or any instrument or agreement required hereunder.


 


Section 11.            Successors


 


The terms of this Amendment shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and assigns.


 


Section 12.            Waiver of Jury Trial


 


EACH
PARTY TO THIS AMENDMENT 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 THIS AMENDMENT, 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 AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


[SIGNATURE PAGES FOLLOW]


 


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


 


	
   

  	
  TRAVELPORT
  LLC,

  
	
   

  	
    as
  Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rochelle Boas

  
	
   

  	
   

  	
  Name:
  Rochelle Boas

  
	
   

  	
   

  	
  Title:
  Authorized Person; Group Vice President & Secretary

  



 

















 


	
   

  	
  UBS
  AG, STAMFORD BRANCH,

  
	
   

  	
   as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title: 

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marie Haddad

  
	
   

  	
   

  	
  Name:

  	
  Marie Haddad

  
	
   

  	
   

  	
  Title:

  	
  Associate Director