Exhibit 10.2


 




 





 


CREDIT AGREEMENT


 


dated as of May 12, 2005


 


among


 


SABRE INC.,


as Borrower,


 


THE LENDERS PARTY HERETO,


and


 


MORGAN STANLEY SENIOR FUNDING, INC.,


as Administrative Agent and Syndication Agent


 




 





 


MORGAN STANLEY SENIOR FUNDING, INC.

and

BEAR, STEARNS & CO. INC.,


as


Joint Lead Arrangers and Joint Book Managers


 





















 


TABLE OF CONTENTS


 


Article and
Section


 


	
  ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS

  	
   

  
	
  1.01

  	
  Defined Terms

  	
   

  
	
  1.02

  	
  Interpretive
  Provisions

  	
   

  
	
  1.03

  	
  Accounting
  Terms and Provisions

  	
   

  
	
  1.04

  	
  Rounding

  	
   

  
	
  1.05

  	
  References
  to Agreements and Laws

  	
   

  
	
  1.06

  	
  Times of Day

  	
   

  
	
  1.07

  	
  Exchange
  Rates; Currency Equivalents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II  COMMITMENTS AND CREDIT EXTENSIONS

  	
   

  
	
  2.01

  	
  Commitments

  	
   

  
	
  2.02

  	
  Borrowings,
  Conversions and Continuations

  	
   

  
	
  2.03

  	
  Repayment of Loans

  	
   

  
	
  2.04

  	
  Prepayments

  	
   

  
	
  2.05

  	
  Termination
  or Reduction of Commitments

  	
   

  
	
  2.06

  	
  Interest

  	
   

  
	
  2.07

  	
  Fees

  	
   

  
	
  2.08

  	
  Computation
  of Interest and Fees

  	
   

  
	
  2.09

  	
  Payments Generally

  	
   

  
	
  2.10

  	
  Sharing of Payments

  	
   

  
	
  2.11

  	
  Evidence of Debt

  	
   

  
	
  2.12

  	
  Escrow Account

  	
   

  
	
  2.13

  	
  Switch to
  Recommended Offer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
   TAXES, YIELD PROTECTION AND ILLEGALITY

  	
   

  
	
  3.01

  	
  Taxes

  	
   

  
	
  3.02

  	
  Illegality

  	
   

  
	
  3.03

  	
  Inability to Determine Rates

  	
   

  
	
  3.04

  	
  Increased Cost; Capital
  Adequacy; Reserves on Eurodollar Rate Loans

  	
   

  
	
  3.05

  	
  Compensation for Losses

  	
   

  
	
  3.06

  	
  Matters Applicable to All Requests for
  Compensation

  	
   

  
	
  3.07

  	
  Survival Losses

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV  CONDITIONS PRECEDENT

  	
   

  
	
  4.01

  	
  Conditions to
  Effectiveness

  	
   

  
	
  4.02

  	
  Borrowing
  of Acquisition Loans

  	
   

  
	
  4.03

  	
  Conditions to Credit Extensions other
  than Borrowing of Acquisition Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  5.01

  	
  Corporate Existence

  	
   

  
	
  5.02

  	
  Power and Authority

  	
   

  
	
  5.03

  	
  Enforceability

  	
   

  
	
  5.04

  	
  Legal Proceedings

  	
   

  
	
  5.05

  	
  No Material
  Adverse Effect

  	
   

  
	
  5.06

  	
  Compliance with Law

  	
   

  



 


i





















 


	
  5.07

  	
  Use of Proceeds

  	
   

  
	
  5.08

  	
  Disclosure

  	
   

  
	
  5.09

  	
  Absence of Default

  	
   

  
	
  5.10

  	
  ERISA Compliance

  	
   

  
	
  5.11

  	
  Financial Condition

  	
   

  
	
  5.12

  	
  Margin
  Regulations; Investment Company Act; Public Utility Holding Company Act

  	
   

  
	
  5.13

  	
  Insurance

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI  AFFIRMATIVE COVENANTS

  	
   

  
	
  6.01

  	
  Preservation of
  Existence

  	
   

  
	
  6.02

  	
  Payment of
  Taxes and Claims

  	
   

  
	
  6.03

  	
  Inspection Rights

  	
   

  
	
  6.04

  	
  Financial Statements

  	
   

  
	
  6.05

  	
  Certificates,
  Notices and Other Information

  	
   

  
	
  6.06

  	
  Keeping of
  Records and Books of Account

  	
   

  
	
  6.07

  	
  Compliance with Laws

  	
   

  
	
  6.08

  	
  Maintenance of
  Insurance

  	
   

  
	
  6.09

  	
  Maintenance of
  Properties

  	
   

  
	
  6.10

  	
  Compliance
  with Agreements

  	
   

  
	
  6.11

  	
  Use of Proceeds

  	
   

  
	
  6.12

  	
  Conduct of
  Acquisition; Furnishing of Scheme Documentation and Other Reports

  	
   

  
	
  6.13

  	
  Prepayment Of Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII  NEGATIVE COVENANTS

  	
   

  
	
  7.01

  	
  Restricted Funded
  Debt

  	
   

  
	
  7.02

  	
  Liens

  	
   

  
	
  7.03

  	
  Fundamental Changes

  	
   

  
	
  7.04

  	
  Asset Dispositions

  	
   

  
	
  7.05

  	
  Financial Covenants

  	
   

  
	
  7.06

  	
  Permitted
  Securitization Transaction

  	
   

  
	
  7.07

  	
  Transactions
  with Affiliates

  	
   

  
	
  7.08

  	
  Dividends;
  Stock Repurchases and Redemptions

  	
   

  
	
  7.09

  	
  Scheme Documentation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
   EVENTS OF DEFAULT AND REMEDIES

  	
   

  
	
  8.01

  	
  Events of Default

  	
   

  
	
  8.02

  	
  Remedies
  upon Event of Default

  	
   

  
	
  8.03

  	
  Certain
  Funds; Clean-Up Period

  	
   

  
	
  8.04

  	
  Application of Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX  ADMINISTRATIVE AGENT

  	
   

  
	
  9.01

  	
  Appointment and
  Authority

  	
   

  
	
  9.02

  	
  Rights as a Lender

  	
   

  
	
  9.03

  	
  Exculpatory
  Provisions

  	
   

  
	
  9.04

  	
  Reliance by
  Administrative Agent

  	
   

  
	
  9.05

  	
  Delegation of Duties

  	
   

  
	
  9.06

  	
  Resignation
  of Administrative Agent

  	
   

  
	
  9.07

  	
  Non-Reliance
  on Administrative Agent and Other Lenders

  	
   

  
	
  9.08

  	
  No Other Duties, Etc.

  	
   

  
	
  9.09

  	
  Administrative
  Agent May File Proofs of Claim

  	
   

  



 


ii





















 


	
  ARTICLE X  MISCELLANEOUS

  	
   

  
	
  10.01

  	
  Amendments, Etc.

  	
   

  
	
  10.02

  	
  Notices;
  Effectiveness; Electronic Communication

  	
   

  
	
  10.03

  	
  No Waiver;
  Cumulative Remedies

  	
   

  
	
  10.04

  	
  Expenses;
  Indemnity; Damage Waiver

  	
   

  
	
  10.05

  	
  Payments Set Aside

  	
   

  
	
  10.06

  	
  Successors and
  Assigns

  	
   

  
	
  10.07

  	
  Treatment
  of Certain Information; Confidentiality

  	
   

  
	
  10.08

  	
  Right of Setoff

  	
   

  
	
  10.09

  	
  Interest Rate
  Limitation

  	
   

  
	
  10.10

  	
  Counterparts;
  Integration

  	
   

  
	
  10.11

  	
  Survival of
  Representations and Warranties

  	
   

  
	
  10.12

  	
  Severability

  	
   

  
	
  10.13

  	
  Replacement of
  Lenders

  	
   

  
	
  10.14

  	
  Governing
  Law; Jurisdiction; Etc.

  	
   

  
	
  10.15

  	
  Waiver of Jury Trial

  	
   

  
	
  10.16

  	
  USA PATRIOT Act Notice

  	
   

  
	
  10.17

  	
  Judgment Currency

  	
   

  
	
  10.18

  	
  ENTIRE AGREEMENT

  	
   

  



 


iii





















 


	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  Schedule 2.01

  	
   

  	
  Lenders and Commitments

  	
   

  
	
  Schedule 2.13

  	
   

  	
  Switch Date Amendments

  	
   

  
	
  Schedule 3.03

  	
   

  	
  Mandatory Cost Rate

  	
   

  
	
  Schedule 4.01

  	
   

  	
  Certain Consents and Approvals

  	
   

  
	
  Schedule 4.02

  	
   

  	
  Certain Regulatory Approvals in
  Respect of Sabre UK

  	
   

  
	
  Schedule 5.02

  	
   

  	
  Specified Consents, Approvals
  and Agreements

  	
   

  
	
  Schedule 5.04

  	
   

  	
  Legal Proceedings

  	
   

  
	
  Schedule 10.02

  	
   

  	
  Notice Addresses

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  Exhibit 2.02

  	
   

  	
  Form of
  Loan Notice

  	
   

  
	
  Exhibit 2.11

  	
   

  	
  Form of
  Note

  	
   

  
	
  Exhibit 6.05(d)

  	
   

  	
  Form of
  Compliance Certificate

  	
   

  
	
  Exhibit 10.06

  	
   

  	
  Form of
  Assignment and Assumption

  	
   

  



 


iv





















 


CREDIT AGREEMENT


 


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


 


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


 


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


 


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


 


ARTICLE I  

DEFINITIONS AND ACCOUNTING TERMS


 


1.01                        Defined
Terms.


 


As
used in this Credit Agreement, the following terms have the meanings provided
below:


 


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


 


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


 


“Administrative
Agent” means Morgan Stanley Senior Funding, Inc., in its capacity as
administrative agent for the Lenders under any of the Credit Documents, or any
successor administrative agent.


 


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


 


“Administrative
Questionnaire” means an administrative questionnaire for the Lenders in a
form supplied by the Administrative Agent.


 


“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.


 


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


 





















 


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


 


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


 


“Alternative
Currency” means British Pounds Sterling.


 


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


 


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


 


“Applicable
Currency” means, with respect to any Loan, the currency in which such Loan
is denominated.


 


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


 


Table I


 


	
  Pricing

  Level

  	
   

  	
  S&P

  Debt Rating

  	
   

  	
  Moody’s

  Debt Rating

  	
   

  	
  Margin

  for Eurocurrency Loans

  	
   

  	
  Base

  Margin

  	
   

  	
  Commitment

  Fee

  
	
  1

  	
   

  	
  A and above

  	
   

  	
  A2 and above

  	
   

  	
  0.375%

  	
   

  	
  0.000%

  	
   

  	
  0.080%

  
	
  2

  	
   

  	
  A-

  	
   

  	
  A3

  	
   

  	
  0.500%

  	
   

  	
  0.000%

  	
   

  	
  0.100%

  
	
  3

  	
   

  	
  BBB+

  	
   

  	
  Baa1

  	
   

  	
  0.625%

  	
   

  	
  0.000%

  	
   

  	
  0.125%

  
	
  4

  	
   

  	
  BBB

  	
   

  	
  Baa2

  	
   

  	
  0.750%

  	
   

  	
  0.000%

  	
   

  	
  0.150%

  
	
  5

  	
   

  	
  BBB-

  	
   

  	
  Baa3

  	
   

  	
  1.000%

  	
   

  	
  0.000%

  	
   

  	
  0.225%

  
	
  6

  	
   

  	
  BB+ and below

  	
   

  	
  Ba1 and below

  	
   

  	
  1.250%

  	
   

  	
  0.250%

  	
   

  	
  0.300%

  



 


Table II


 


	
  Pricing

  Level

  	
   

  	
  S&P

  Debt Rating

  	
   

  	
  Moody’s

  Debt Rating

  	
   

  	
  Margin

  for Eurocurrency Loans

  	
   

  	
  Base

  Margin

  	
   

  	
  Commitment

  Fee

  
	
  1

  	
   

  	
  A and above

  	
   

  	
  A2 and above

  	
   

  	
  0.875%

  	
   

  	
  0.000%

  	
   

  	
  0.080%

  
	
  2

  	
   

  	
  A-

  	
   

  	
  A3

  	
   

  	
  1.000%

  	
   

  	
  0.000%

  	
   

  	
  0.100%

  
	
  3

  	
   

  	
  BBB+

  	
   

  	
  Baa1

  	
   

  	
  1.125%

  	
   

  	
  0.125%

  	
   

  	
  0.125%

  
	
  4

  	
   

  	
  BBB

  	
   

  	
  Baa2

  	
   

  	
  1.250%

  	
   

  	
  0.250%

  	
   

  	
  0.150%

  
	
  5

  	
   

  	
  BBB-

  	
   

  	
  Baa3

  	
   

  	
  1.500%

  	
   

  	
  0.500%

  	
   

  	
  0.225%

  
	
  6

  	
   

  	
  BB+ and below

  	
   

  	
  Ba1 and below

  	
   

  	
  1.750%

  	
   

  	
  0.750%

  	
   

  	
  0.300%

  



 


2





















 


The Parent will maintain
a Debt Rating at all times with each of the Rating Services. The applicable
Pricing Level will be determined by reference to the Debt Ratings; provided
that (a) if Debt Ratings are provided by each of the Rating Services and
the Debt Ratings by the Rating Services indicate different Pricing Levels, then
(i) if they are only one level apart, the applicable Pricing Level shall
be determined by reference to the higher (less expensive) Debt Rating and shall
be set at the Pricing Level indicated thereby (e.g., if the Debt Rating by
S&P is A and Moody’s is A3, the Applicable Percentage would be set at
Pricing Level 1), (ii) if they are two or four levels apart, the
applicable Pricing Level shall be determined by using the Debt Rating that is
the intermediate Debt Rating (e.g., if the Debt Rating by S&P is A and
Moody’s is Baa1, the Applicable Percentage would be set at Pricing Level 2) and
(iii) if they are three or five levels apart, the applicable Pricing Level
shall be determined by using the Debt Rating that is the higher (less
expensive) of the two intermediate Debt Ratings (e.g., if the Debt Rating by S&P
is A and Moody’s is Baa2, the Applicable Percentage would be set at Pricing
Level 2), (b) if there is only one Debt Rating, then the applicable
Pricing Level shall be determined by reference to the Pricing Level indicated
thereby (e.g., if the only Debt Rating is by S&P and it is BBB, the
Applicable Percentage would be set at Pricing Level 4; provided,
however, that if as of the last day upon which there were two Debt Ratings
those ratings were two or more levels apart, then the applicable Pricing Level
shall be determined by reference to the next lower (more expensive) Debt Rating
and shall be set at the Pricing Level indicated thereby (e.g., if the only Debt
Rating is by S&P and it is BBB and Moody’s last Debt Rating was A-, the
Applicable Percentage would be set at Pricing Level 5) and (c) if there is
no Debt Rating, then the Applicable Percentage would be set at Pricing Level 6.


 


The
Applicable Percentage shall be determined and adjusted on the first Business
Day following the date of any change in the Debt Rating. Adjustments in the
Applicable Percentage shall be effective as to all Credit Extensions, existing
and prospective, from the date of adjustment. Determinations by the
Administrative Agent of the applicable Pricing Level shall be conclusive absent
manifest error. The Administrative Agent shall promptly notify the Lenders of
changes in the Applicable Percentage.


 


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


 


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


 


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


 


“Asset
Disposition” shall mean and include the sale, lease or other disposition of
any property or asset (including without limitation the Capital Stock of a
Subsidiary) by the Borrower or any of its Subsidiaries; but for purposes hereof
shall not include, in any event, (a) the sale of inventory in the ordinary
course of business, (b) the sale or disposition of machinery and equipment
no longer used or useful in the conduct of business, (c) a sale, lease,
transfer or other disposition of property or assets by the Borrower to any of
its Subsidiaries or by any Subsidiary to the Borrower, (d) a sale, transfer
or other disposition of Securitization Receivables in connection with a
Permitted Securitization Transaction or


 


3





















 


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


 


“Assignment
and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit 10.06.


 


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


 


“Attributable
Principal Amount” means (a) in the case of capital leases, the amount
of capital lease obligations determined in accordance with GAAP, (b) in
the case of Synthetic Leases, an amount determined by capitalization of the
remaining lease payments thereunder as if it were a capital lease determined in
accordance with GAAP, (c) in the case of Securitization Transactions, the
outstanding principal amount of such financing, after taking into account
reserve amounts and making appropriate adjustments, determined by the
Administrative Agent in its reasonable judgment and (d) in the case of
Sale and Leaseback Transactions, the present value (discounted in accordance
with GAAP at the debt rate implied in the applicable lease) of the obligations
of the lessee for rental payments during the term of
such lease).


 


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


 


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


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the higher of
(a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America, N.A. as its “prime rate”. The “prime rate” is a rate set by Bank of
America, N.A. based upon various factors including Bank of America, N.A.’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 the prime rate announced by
Bank of America, N.A. shall take effect at the opening of business on the day
specified in the public announcement of such change.


 


“Base
Rate Loan” means a Loan that bears
interest based on the Base Rate. All Base Rate Loans shall be denominated in
Dollars.


 


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


 


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


 


“British
Pounds Sterling” or “£” means the lawful currency of the United
Kingdom.


 


4





















 


“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
Eurocurrency Rate Loan, means any such day on which dealings in deposits in the
relevant currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency.


 


“Capital Markets Transaction” means the
incurrence by the Borrower or any Subsidiary of any Indebtedness for borrowed
money with a maturity in excess of one year or the issuance by the Borrower or
any Subsidiary in a registered public offering, Rule 144A transaction,
Regulation S transaction or private placement of Capital Stock (including
without limitation any equity-linked security) or notes, debentures,
instruments or other debt securities with a maturity in excess of one year
other than: (i) an issuance of Capital Stock to a member of the
Consolidated Group; (ii) the issuance of Capital Stock in connection with
the grant to or exercise by a present or former employee, officer or director
under a stock incentive plan, stock option plan or other equity-based
compensation plan or arrangement; (iii) the issuance of Capital Stock or
Indebtedness in connection with any joint venture arrangement or any purchase
or acquisition of (x) more than 50% of the Capital Stock with ordinary voting
power of another Person or (y) all or substantially all of the property (other
than Capital Stock) of another Person, whether or not involving a merger or
consolidation with such Person; (iv) the
incurrence of Indebtedness under this Credit Agreement or the Existing Credit
Agreement; (v) the incurrence of Indebtedness under any Permitted
Securitization Transaction; or (vi) the incurrence of Indebtedness under
any Swap Contract for purposes other than speculation.


 


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


 


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


 


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


 


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


 


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


 


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


 


5





















 


“Commitment
Period” means the period from and including the Effective Date to the earlier
of (a) the Termination Date or (b) the date on which the Commitments
shall have been terminated in accordance with this Credit Agreement.


 


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


 


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


 


“Consolidated
EBITDA” means, for any period for the Consolidated Group, the sum of (a) Consolidated
Net Income, plus (b) to the extent deducted in determining net
income, (i) Consolidated Interest Expense, (ii) taxes and (iii) depreciation
and amortization, in each case on a consolidated basis determined in accordance
with GAAP. Except as otherwise expressly provided, the applicable period shall
be the four consecutive fiscal quarters ending as of the date of determination.


 


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


 


“Consolidated
Group” means the Parent and its Consolidated Subsidiaries, as determined in
accordance with GAAP.


 


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


 


“Consolidated
Net Income” shall mean the net income (excluding extraordinary items or the
cumulative effect of accounting changes) of the Consolidated Group determined
on a consolidated basis in accordance with GAAP for (A) the applicable
period of four consecutive fiscal quarters, for purposes of calculating the
Consolidated Leverage Ratio and (B) the applicable fiscal quarter then
ended, for purposes of calculating increases to the Consolidated Net Worth
under Section 7.05(b) .


 


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


 


“Consolidated
Subsidiary” shall mean, as to any Person, any Subsidiary of such Person
which under the rules of GAAP consistently applied should have its
financial results consolidated with those of such Person for purposes of
financial accounting statements.


 


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


 


“Control”
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. Without limiting the
generality of the foregoing, for purposes of the definition of “Affiliate” and Section 5.12(b) hereof,
a Person shall be deemed to be Controlled by another Person if such other
Person possesses,


 


6





















 


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


 


“Controlled
Group” shall mean as of the applicable date all members of a controlled
group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414 of the IRC.


 


“Court
Order” means an order of the High Court of Justice sanctioning the Scheme
under section 425 of the Companies Act 1985.


 


“Credit
Agreement” has the meaning provided in the recitals hereto, as the same may
be amended and modified from time to time.


 


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


 


“Credit
Extension” means each of the following: (a) a Borrowing and (b) the
conversion of a Borrowing.


 


“Debt
Rating” means, as of any date of determination, the rating as determined by
either of the Rating Services of the Parent’s non-credit enhanced, senior
unsecured long-term debt.


 


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


 


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


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed to fund any portion of
the Loans required to be funded by it hereunder within one Business Day of the
date required to be funded by it hereunder and has not cured such failure prior
to the date of determination, (b) 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 one Business Day of the date when due, unless the
subject of a good faith dispute, and has not cured such failure prior to the
date of determination, or (c) has been deemed insolvent or become the
subject of a bankruptcy or insolvency proceeding.


 


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


 


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


 


7





















 


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


 


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


 


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


 


“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 and the protection of the environment or 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.


 


“Equity
Transaction” means, with respect to any member of the Consolidated Group,
any issuance or sale of shares of its Capital Stock, other than an issuance (a) to
a member of the Consolidated Group, (b) in connection with the grant or exercise
by a present or former employee, officer or director under a stock incentive
plan, stock option plan or other equity-based compensation plan or arrangement
or (c) in connection with any joint venture arrangement or any purchase or
acquisition of (x) more than 50% of the Capital Stock with ordinary voting
power of another Person or (y) all or substantially all of the property (other
than Capital Stock) of another Person, whether or not involving a merger or
consolidation with such Person.


 


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


 


“ERISA
Affiliate” means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the IRC (and Sections 414(m) and
(o) of the IRC for purposes of provisions relating to Section 412 of the IRC).


 


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower 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 the Borrower 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 that would
reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer


 


8





















 


Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the
Borrower or any ERISA Affiliate.


 


“Escrow Account” means an escrow account
established on the books of the Administrative Agent or another financial
institution satisfactory to the Administrative Agent and in the name of the
Borrower, and subject to terms and conditions satisfactory to the
Administrative Agent and the Borrower.


 


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


 


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


 


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


 


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


 


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


 


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


 


9





















 


“Extraordinary
Receipts” means the receipt by any member of the Consolidated Group of any
tax refunds, indemnity payments or pension reversions.


 


“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 of New York on the Business Day
immediately 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 immediately preceding Business Day as so published on
the immediately succeeding Business Day, and (b) if no such rate is so
published on such immediately succeeding Business Day, the Federal Funds Rate
for such day shall be the average rate (rounded upward, if necessary, to the
next 1/100th of 1%) charged to                        
on such day on such transactions as determined by the Administrative Agent.


 


“Fee
Letter” means the letter agreement, dated May 11, 2005, among the
Borrower, the Administrative Agent and the Arrangers.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)                                  the Attributable
Principal Amount of Securitization Transactions;


 


(f)                                    all preferred stock
and comparable equity interests providing for mandatory redemption, sinking
fund or other like payments;


 


(g)                                 Support Obligations in
respect of Funded Debt of another Person;


 


10





















 


(h)                                 Funded Debt of any
partnership or joint venture or other similar entity in which such Person is a
general partner or joint venturer, and, as such, has personal liability for
such obligations, but only to the extent there is recourse to such Person for
payment thereof.


 


For purposes hereof, the
amount of Funded Debt shall be determined (i) based on the outstanding
principal amount in the case of borrowed money indebtedness under clause (a) and
purchase money indebtedness under clause (b), (ii) based on the
maximum amount available to be drawn in the case of letter of credit
obligations and the other obligations under clause (c), and (iii) based
on the amount of Funded Debt that is the subject of the Support Obligations in
the case of Support Obligations under clause (g).


 


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


 


“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, and 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.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other 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.


 


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


 


(a)                                  all Funded Debt;


 


(b)                                 net obligations under
any Swap Contract;


 


(c)                                  Support Obligations
in respect of Indebtedness of another Person; and


 


(d)                                 Indebtedness of any
partnership or joint venture or other similar entity in which such Person is a
general partner or joint venturer, and, as such, has personal liability for
such obligations, but only to the extent there is recourse to such Person for
payment thereof.


 


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


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


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


 


“Information”
has the meaning provided in Section 10.07.


 


11





















 


“Initial
Funding Date” means the date on which the Borrowing of the Acquisition Loans
occurs.


 


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


 


“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 one (1) week or one
(1), two (2), three (3) or six (6) months thereafter, as selected
(subject to availability) by the Borrower in its Loan Notice; provided
that:


 


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


 


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


 


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


 


“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
Capital Stock of another Person, (b) a loan, advance or capital
contribution to, guaranty or assumption of debt 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, or (c) the purchase or other acquisition (in one transaction or a
series of transactions) of assets of another Person that constitute a business
unit. 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.


 


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


 


“IRS”
means the United States Internal Revenue Service.


 


“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, licenses, authorizations and
permits of, and agreements with, any Governmental Authority.


 


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


 


12





















 


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


 


“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, and
any financing lease having substantially the same economic effect as any of the
foregoing).


 


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


 


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


 


“Major Default” means:


 


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


 


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


 


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


 


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


 


“Mandatory
Cost Rate” means, with respect to any period, a rate per annum determined
in accordance with Schedule 3.03.


 


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


 


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


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which the Borrower 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, with respect to
any Reduction Event, (a) an amount equal to the cash proceeds received by the
Borrower or any of its Subsidiaries in respect of such Reduction Event,
including any cash received in respect of any non-cash proceeds, but only as
and when received, in each case net of (b) the sum of (i) all
reasonable costs, commissions, fees and out-of-pocket expenses paid by such
Person to third parties (other than Affiliates) in connection with such event
(including, without


 


13





















 


limitation, attorneys’
fees, investment banking fees, underwriting discounts and commissions), (ii) in
the case of a Reduction Event arising from an Asset Disposition, the amount of
all payments required to be made by such Person as a result of such event (x) to
repay Indebtedness (other than Loans) secured by such asset or otherwise
subject to mandatory prepayment as a result of such event, (y) to redeem minority
interests in such asset, and (z) to make cash payments reasonably required in
connection with the termination of leases and other contracts not assumed by
the purchaser of such asset (iii) in the case of a Reduction Event arising
from an Asset Disposition, the amount of all taxes paid (or reasonably
estimated to be payable) by such Person, and the amount of any reserves
established by such Person to fund contingent liabilities reasonably estimated
to be payable, in each case during the year that such Reduction Event occurred
or the next succeeding year and that are directly attributable to such
Reduction Event (as determined reasonably and in good faith by a Responsible
Officer of the Borrower).


 


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


 


“Obligations”
means, without duplication, (a) all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising under any Credit
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 the Borrower or any other
member of the Consolidated Group 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 and (b) solely for
the purposes of Sections 7.01 and 8.03 hereof and the definition
of Permitted Funded Debt hereunder, all obligations under any Swap Contract
between the Borrower and any Lender or Affiliate of a Lender to the extent
permitted hereunder.


 


“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 (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); 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 (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction) 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.


 


“Other
Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or under any other Credit Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Credit Agreement
or any other Credit Document; provided that the term “Other Taxes” shall
not include Excluded Taxes.


 


“Outstanding
Amount” means, on any date, the Dollar Equivalent of the aggregate
outstanding principal amount of Loans after giving effect to any Borrowings and
prepayments or repayments of Loans.


 


“Outstanding
Obligations” means, as of any date, and giving effect to making any Credit Extensions
requested on such date and all payments, repayments and prepayments made on
such date, (a) when reference


 


14





















 


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


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated
in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent as the case may be, in
accordance with banking industry rules on interbank compensation and (b) with
respect to any amount denominated in the Alternative Currency, the rate of
interest per annum at which overnight deposits in the Alternative Currency, in
an amount approximately equal to the amount with respect to which such rate is
being determined, would be offered for such day by an affiliate of the
Administrative Agent located in the applicable interbank market for such
currency to major banks in such interbank market.


 


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


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“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 the
Borrower or any ERISA Affiliate or to which the Borrower 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 plan
years.


 


“Permitted
Funded Debt” means (a) any Support Obligation of a Subsidiary in
respect of Funded Debt of the Parent (or any other member of the Consolidated
Group) if the obligor under such Support Obligation enters into the same (or
equivalent) Support Obligation in respect of the Obligations and (b) any
Funded Debt owed by any Subsidiary to the Borrower or any other Subsidiary.


 


“Permitted
Securitization Transaction” shall mean any Securitization Transaction; provided
that such Securitization Transaction (a) is in a principal amount not
exceeding $400 million and (b) is either (i) nonrecourse to the
Borrower and its Subsidiaries and is on market terms and conditions or (ii) (A) the
Administrative Agent shall be reasonably satisfied with the structure and
documentation for any such transaction and that the terms of such transaction
entered into after the Effective Date, including the discount applicable to the
receivables which are the subject of such financing and any termination events,
shall be (in the good faith understanding of the Administrative Agent)
consistent with those prevailing in the market at the time of commitment
thereto for similar transactions involving a receivables originator/servicer of
similar credit quality and a receivables pool or other similar characteristics
and (B) the documentation for such transaction shall not be amended or
modified in a way which is materially detrimental to the Lenders hereunder
without the prior written approval of the Administrative Agent and the Required
Lenders.


 


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


 


15





















 


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


 


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


 


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


 


“Rating
Services” means S&P and Moody’s.


 


“Reduction
Event”  means any of the following
occurring on or after the date hereof:


 


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


 


(ii)  any Capital
Markets Transaction.


 


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


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and
the partners, directors, officers, employees, agents and advisors of such
Person and of such Person’s Affiliates.


 


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


 


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


 


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


 


“Responsible
Officer” means the chief executive officer, president, chief financial
officer, corporate secretary (except with regard to the execution of a
Compliance Certificate), treasurer or assistant treasurer of the Borrower. Any
document delivered hereunder that is signed by a Responsible Officer of the Borrower
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of the
Borrower.


 


“Restricted
Funded Debt” means any Funded Debt of a Subsidiary other than Permitted
Funded Debt.


 


16





















 


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


 


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


 


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


 


“Sabre
UK” means Travelocity Europe Limited, a company organized under the laws of
England and Wales.


 


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


 


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


 


“Scheme”
means a scheme of arrangement pursuant to section 425 of the Companies Act
1985 as contemplated in the Press Release and when it is issued, the Circular,
as the same may be amended in a manner or to an extent that is not prohibited
by this Credit Agreement.


 


“Scheme Cancellation Date” means the earliest
of:


 


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


 


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


 


“Scheme
Documentation” means each of:


 


(i)                                     the Circular, including the notices of Court
Meetings and of any extraordinary general meeting of the Target set forth
therein;


 


(ii)                                  the resolutions of such extraordinary general
meeting;


 


(iii)                               the Press Release;


 


17





















 


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


 


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


 


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


 


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


 


“Screen Rate” means, for any Interest Period:


 


(a)                                              the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the Dow Jones Market Service
(formerly known as Telerate) screen (or any successor thereto) that displays an
average British Bankers Association Interest Settlement Rate for deposits in
the relevant currency (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day
of such Interest Period; or


 


(b)                                 if
the rate referenced in the preceding clause (a) does not appear on such page or
service or such page or service shall cease to be available, the rate per
annum equal to the rate determined by the Administrative Agent to be the
offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in the
relevant currency (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period, determined as of approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such
Interest Period.


 


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


 


“Securitization
Transaction” means any financing or factoring or similar transaction (or
series of such transactions) entered by any member of the Consolidated Group
pursuant to which such member of the Consolidated Group may sell, convey or
otherwise transfer, or grant a security interest in, accounts, payments,
receivables, rights to future lease payments or residuals or similar rights to
payment (the “Securitization Receivables”) to a special purpose
subsidiary or affiliate (a “Securitization Subsidiary”) or any other
Person.


 


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


 


18





















 


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


 


“Spot
Rate” for a currency means the rate determined by the Administrative Agent
to be the rate quoted by it as the spot rate for the purchase by it of such
currency with another currency through its principal foreign exchange trading
office at approximately 11:00 a.m. on the date two (2) Business Days
prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate
from another financial institution designated by the Administrative Agent if it
does not have as of the date of determination a spot buying rate for such
currency.


 


“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 provided, “Subsidiary” shall refer to a Subsidiary of the
Borrower. Notwithstanding the foregoing, the parties hereto acknowledge and
agree that neither Sabre Sociedad Technologica S.A. de CV nor its current or
future subsidiaries is a Subsidiary of the Borrower.


 


“Support
Obligations” means, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or Funded Debt payable 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 Funded Debt, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or Funded Debt of the payment or performance of such
Indebtedness or Funded Debt, (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 Funded Debt, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or Funded Debt of the payment or performance thereof or to protect
such obligee against loss in respect thereof (in whole or in part), or (b) any
Lien on any assets of such Person securing any Indebtedness or Funded Debt of
any other Person, whether or not such Indebtedness or Funded Debt is assumed by
such Person. The amount of any Support Obligations 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 Support Obligation 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.


 


“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


 


19





















 


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, that 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 values
determined in accordance therewith, such termination values, and (b) for
any date prior to the date referenced in clause (a), the amounts
determined as the mark-to-market values 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).


 


“Switch
Date” has the meaning set forth in Section 2.13.


 


“Synthetic
Lease” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing arrangement that
is considered borrowed money indebtedness for tax purposes but is classified as
an operating lease under GAAP.


 


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


 


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


 


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


 


“Termination
Date” means August 12, 2006.


 


“Transactions” means the execution, delivery
and performance by the Borrower of this Credit Agreement and the other Credit
Documents, the borrowing of Loans, the use of the proceeds thereof, the
consummation of the Acquisition and the other transactions contemplated by the
Scheme.


 


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


 


“Unfunded
Pension Liability” means the excess of a Pension Plan’s “Accumulated
Benefit Obligation”, determined as of a required measurement date in accordance
with the Financial Accounting Standards Board Statement No. 87, over the
fair market value of that Pension Plan’s assets as of such measurement date.


 


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


 


20





















 


1.02                        Interpretive
Provisions.


 


With reference to this Credit Agreement and
each other Credit Document, unless otherwise provided herein or in such other
Credit 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 Credit Document shall refer to
such Credit Document as a whole and not to any particular provision thereof.


 


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


 


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


 


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


 


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


 


(d)                                 Section headings
herein and in the other Credit Documents are included for convenience of
reference only and shall not affect the interpretation of this Credit Agreement
or any other Credit Document.


 


1.03                        Accounting
Terms and Provisions.


 


(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 Credit Agreement shall be prepared in conformity with, GAAP applied on a
consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the audited financial statements
referenced in Section 5.11, except as otherwise specifically
prescribed herein.


 


(b)                                 If
at any time any change in GAAP or in the consistent application thereof would
affect the computation of any financial ratio or requirement set forth in any
Credit Document, and either the Borrower or the Required Lenders shall object
in writing to determining compliance based on such change, then such computations
shall continue to be made on a basis consistent with the most recent financial
statements filed by the Parent with the SEC as to which no such objection has
been made.


 


1.04                        Rounding.


 


Any financial ratios required to be
maintained pursuant to this Credit 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).


 


21





















 


1.05                        References
to Agreements and Laws.


 


Unless otherwise expressly provided herein, (a) references
to Organization Documents, agreements (including the Credit 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 not prohibited by any Credit Document;
and (b) references to any Law shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting
such Law.


 


1.06                        Times
of Day.


 


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


 


1.07                        Exchange
Rates; Currency Equivalents.


 


(a)                                  The
Administrative Agent shall determine the Spot Rates as of each Revaluation Date
to be used for calculating Dollar Equivalent amounts of Credit Extensions and
Outstanding Amounts denominated in the Alternative Currency. Such Spot Rates
shall become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the
next Revaluation Date to occur. Except for purposes of financial statements
delivered hereunder, calculating financial covenants hereunder and as otherwise
provided herein, the applicable amount of any currency for purposes of the
Credit Documents shall be such Dollar Equivalent amount as so determined by the
Administrative Agent.


 


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


 


ARTICLE II  

COMMITMENTS AND CREDIT EXTENSIONS


 


2.01                        Commitments.


 


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


 


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2.02                        Borrowings,
Conversions and Continuations.


 


(a)                                  Each
Borrowing, 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
11:00 a.m. (i) three (3) Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans
denominated in Dollars to Base Rate Loans, (ii) four (4) Business
Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurocurrency Rate Loans denominated in the Alternative Currency
or of any conversion of Eurocurrency Rate Loans denominated in the Alternative
Currency to Base Rate Loans and (iii) on the requested date of any
Borrowing of 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 Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower. Each Borrowing, conversion
or continuation shall be in a principal amount of (i) with respect to
Eurocurrency Rate Loans denominated in Dollars, $5 million or a whole multiple
of $1 million in excess thereof or (ii) with respect to Eurocurrency Rate
Loans denominated in the Alternative Currency, £5 million or a whole multiple
of £1 million in excess thereof or (iii) with respect to Base Rate Loans,
$1 million or a whole multiple of $100,000 in excess thereof. Each Loan Notice
(whether telephonic or written) shall specify (i) whether such request is
for a Borrowing, conversion, or continuation, (ii) the requested date of
such Borrowing, conversion or continuation (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed, converted or continued, and (v) if
applicable, the duration of the Interest Period with respect thereto.


 


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


 


(b)                                 Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Commitment Percentage of the applicable 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 of Loans denominated in
the Alternative Currency, in each case as described in the preceding subsection.
In the case of a Borrowing, each Lender shall make the amount of its Loan
available to the Administrative Agent in Same Day Funds at the Administrative
Agent’s Office for the Applicable Currency not later than 1:00 p.m. in the
case of any Loan denominated in Dollars, and not later than the Applicable Time
specified by the Administrative Agent in the case of any Loan denominated in
the Alternative Currency, in each case on the Business Day specified in the
applicable Loan Notice. Upon satisfaction and/or waiver (as applicable) of the
applicable conditions set forth in Section 4.02, the Administrative
Agent shall make all funds so received available to the Borrower (or to the
Borrower’s designee) in like funds as received by the Administrative Agent by
wire transfer of such funds to the Settlement Account.


 


23





















 


(c)                                  Except
as otherwise provided herein, without the consent of the Required Lenders, (i) a
Eurocurrency Rate Loan may be continued or converted only on the last day of an
Interest Period for such Eurocurrency Rate Loan and (ii) any conversion
into a Eurocurrency Rate Loan may be made only if the conditions to Credit
Extensions in Section 4.03 have been satisfied. During the
existence of a Default or Event of Default, (A) no Loan may be requested
as, converted to or continued as a Eurocurrency Rate Loan and (B) at the
request of the Required Lenders, (1) any outstanding Eurocurrency Rate
Loans denominated in Dollars shall be converted immediately to
Base Rate Loans and (2) any outstanding Eurocurrency Rate Loans
denominated in the Alternative Currency shall be converted immediately to Dollar-denominated Base 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. At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify the Borrower and the Lenders
of any change in Bank of America, N.A.’s prime rate used in determining the
Base Rate promptly following the public 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 five (5) Interest Periods in effect with respect to Loans.


 


(f)                                    Upon
request of the Borrower and submission of the appropriate account information
to the Administrative Agent, the Borrower may direct that Eurocurrency Rate
Loans be deposited into the account of a Subsidiary of the Borrower.


 


2.03                        Repayment
of Loans.


 


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


 


2.04                        Prepayments.


 


(a)                                  Voluntary
Prepayments. The Loans may be repaid in whole or in part without premium or
penalty (except, in the case of Loans other than Base Rate Loans, amounts
payable pursuant to Section 3.05); provided that:  (A) notice thereof must be received by
11:00 a.m. by the Administrative Agent at least (1) three (3) Business
Days prior to the date of prepayment, in the case of Eurocurrency Rate Loans
denominated in Dollars, (2) four (4) Business Days prior to the date
of prepayment, in the case of Eurocurrency Rate Loans denominated in the
Alternative Currency, and (3) on the date of prepayment, in the case of
Base Rate Loans, and (B) any such prepayment shall be a minimum principal
amount of $5 million and integral multiples of $1 million in excess thereof, in
the case of Eurocurrency Rate Loans denominated in Dollars, £5 million and
integral multiples of £1 million in excess thereof, in the case of Eurocurrency
Rate Loans denominated in the Alternative Currency, and $500,000 and integral
multiples of $100,000 in excess thereof, in the case of Base Rate Loans, or, in
each case, the entire remaining principal amount thereof, if less. Each such
notice of voluntary prepayment hereunder shall be irrevocable and shall specify
the date and amount of prepayment and the Loans and Types of Loans that are
being prepaid. The Administrative Agent will give prompt notice to the
applicable Lenders of any prepayment on the Loans and the Lender’s interest
therein. Prepayments of Eurocurrency Rate Loans hereunder shall be accompanied
by accrued interest thereon and breakage or other amounts due, if any, under Section 3.05.


 


24





















 


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


 


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


 


(d)                                 If:


 


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


 


(ii)                                 those moneys cannot be so
upstreamed or transferred without:


 


(A)                             breaching a financial
assistance prohibition, a corporate benefit restriction or other legal
restriction applicable to a member of the Target Group (or any of its
directors); or


 


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


 


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


 


then:


 


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


 


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


 


25





















 


2.05                        Termination
or Reduction of Commitments.


 


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


 


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


 


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


 


2.06                        Interest.


 


(a)                                  Subject
to the provisions of subsection (b) below, (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 Percentage plus,
for any Interest Period with respect to any Eurocurrency Rate Loan advanced by
a Lender required to comply with the relevant requirements of the Bank of
England and the Financial Services Authority of the United Kingdom, the
Mandatory Cost Rate for such Interest Period; and (ii) each Loan that is a
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Percentage.


 


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


 


(ii)                                  If any amount (other
than principal of any Loan) payable by the Borrower under any Credit Document
is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, then upon the request of the
Required


 


26





















 


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


 


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


 


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


 


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


 


2.07                        Fees.


 


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


 


(b)                                 Other Fees.


 


(i)                                     The Borrower shall
pay to the Arrangers and the Administrative Agent for their own respective
accounts fees in the amounts and at the times specified in the Fee Letter. Such
fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 


(ii)                                  The Borrower shall
pay to the Lenders 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.


 


2.08                        Computation
of Interest and Fees.


 


All computations of interest for Base Rate
Loans when the Base Rate is determined by Bank of America, N.A.’s prime rate
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a
365-day year) or, in the case of interest in respect of Loans denominated in
the Alternative Currency, on the basis of a 365-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


 


27





















 


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


 


2.09                        Payments
Generally.


 


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


 


(b)                                 Subject
to the definition of “Interest Period”, 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.


 


(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 Lender, as the case may be, will not make such
payment, the Administrative Agent may assume that the Borrower or 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 applicable Overnight Rate
from time to time in effect; and


 


(ii)                                  if any Lender failed
to make such payment, such Lender shall forthwith on demand pay to the
Administrative Agent the amount thereof in Same Day Funds, together with
interest thereon for the period from the date such amount was made available by
the Administrative Agent to the Borrower to the date such amount is recovered
by the Administrative Agent (the “Compensation Period”) at a rate per
annum equal to the applicable Overnight Rate from time to time in effect. If
such Lender pays such amount to the Administrative Agent, then such amount
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 therefore,


 


28





















 


the Administrative Agent may make a demand
therefore upon the Borrower, and the Borrower shall pay such amount to the
Administrative Agent, together with interest thereon for the Compensation
Period at a rate per annum equal to the rate of interest applicable to the
applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its commitment or to prejudice any rights that 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 subsection (c) shall be
conclusive, absent manifest error.


 


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


 


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


 


(f)                                    Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.


 


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


 


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


 


2.10                        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 set-off, 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 pro rata with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from the


 


29





















 


purchasing Lender under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the purchasing Lender 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 therefore,
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 law, exercise all its
rights of payment (including the right of set-off, but subject to Section 10.08)
with respect to such participation as fully as if such Lender were the 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 2.10 and
will in each case notify the Lenders following any such purchases or repayments.
Each Lender that purchases a participation pursuant to this Section 2.10 shall
from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Credit 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.


 


2.11                        Evidence
of Debt.


 


The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrower and the interest and payments thereon. Any failure
to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrower hereunder to pay any amount owing with
respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error. Upon
the request of any Lender made through the Administrative Agent, the Borrower
shall execute and deliver to the Administrative Agent a Note for such Lender,
which shall evidence such Lender’s Loans in addition to such accounts or
records. Each Lender may attach schedules to its Notes and endorse thereon the
date, Type (if applicable), amount and maturity of the relevant Loans and
payments with respect thereto.


 


30





















 


2.12                        Escrow
Account.


 


The following amounts shall be deposited in the
Escrow Account from time to time: (i) the Dollar Equivalent (as reasonably
determined by the Administrative Agent) of the Net Cash Proceeds of any
Reduction Event consummated prior to or during the Certain Funds Period and (ii) any
amount to be deposited therein pursuant to Section 2.05(b). The
Administrative Agent (or the financial institution satisfactory to the
Administrative Agent on whose books the Escrow Account has been established)
will invest any amounts on deposit from time to time in the Escrow Account for
the account of the Borrower and at the direction of the Borrower (subject to
the consent of the Administrative Agent, not to be unreasonably withheld or
delayed). The Borrower shall have the right to withdraw amounts on deposit in
the Escrow Account from time to time, so long as (x) the Borrower shall have
provided the Administrative Agent with at least one prior Business Day’s notice
and (y) the Borrower shall apply such amounts immediately upon receipt thereof
solely for the purposes described in Section 5.07. After
consummation of the Scheme and the Acquisition, application of the proceeds of
the Acquisition Loans to fund the consideration payable to Target shareholders
under the Scheme, and refinancing of the Specified Target Group Obligations (or
in the event that the Commitment hereunder is terminated and reduced to zero
pursuant to Section 2.05), all amounts on deposit in the Escrow
Account will be applied by the Administrative Agent (or the financial
institution satisfactory to the Administrative Agent on whose books the Escrow
Account has been established) first, to the prepayment of any outstanding Loans
pursuant to Section 2.04, and second, as instructed by the
Borrower.


 


2.13                        Switch
to Recommended Offer.


 


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


 


(A)                              Sabre UK and the Target agree to proceed with
the acquisition of the Target by way of recommended take-over offer rather than
by way of the Scheme (such recommended take-over offer to be implemented on the
same terms (including price) and conditions, so far as applicable, as those
which applied to the Scheme, but including an acceptance condition set at not
less than 90% and with such amendments to the terms and conditions that are not
prohibited by this Credit Agreement), and


 


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


 


then on the Switch Date the amendments to this
Credit Agreement set out in Schedule 2.13 shall take immediate effect
without the requirement for any further action by any party to this Credit
Agreement.


 


(b)                                 The Administrative
Agent shall promptly inform the Lenders of receipt of notice received pursuant
to paragraph (a) above or (d) below.


 


31





















 


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


 


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


 


ARTICLE III  

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01                        Taxes.


 


(a)                                  Payments
Free of Taxes. Any and all payments by or on account of any obligation of
the Borrower hereunder or under any other Credit Document shall be made free
and clear of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided that if the Borrower shall be required by
applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (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) the Administrative Agent or Lender,
as the case may be, receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.


 


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


 


(c)                                  Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent or such Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.


 


(d)                                 Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


32





















 


(e)                                  Status
of Lenders. Any Foreign Lender shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Credit Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, unless
such Foreign Lender is unable to provide such form due to a change in
law arising subsequent to the time at which such Foreign
Lender became a Lender hereunder), whichever of the following is
applicable and which demonstrates that such Foreign Lender is entitled to
complete exemption from any United States withholding tax with respect to
payments under this Credit Agreement or any other Credit Document:


 


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


 


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


 


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


 


(iv)                              any
other form prescribed by applicable law as a basis for claiming exemption from
United States withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit the Borrower to
determine the withholding or deduction required to be made.


 


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


 


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


 


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


 


33





















 


Eurocurrency Rate Loans in the Applicable Currency, or to determine or
charge interest rates based upon the Eurocurrency Rate in the Applicable
Currency, or any Governmental Authority has imposed material restrictions on
the authority of such Lender to purchase or sell, or to take deposits of, any
Applicable Currency in the applicable interbank market, 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 in the Applicable
Currency or to convert Base Rate Loans to Eurocurrency Rate Loans in the
Applicable Currency 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 such Eurocurrency Rate Loans of such Lender to
Dollar-denominated Base Rate Loans, either on the last day of the Interest
Period therefore, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or immediately, 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. 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.


 


3.03                        Inability
to Determine Rates. If the Required Lenders determine that for any
reason (i) deposits in the Applicable Currency are not being offered to
banks in the applicable offshore interbank market for such currency for the
applicable amount and Interest Period, (ii) adequate and reasonable means
do not exist for determining the Eurocurrency Base Rate for any requested
Interest Period or (iii) the Eurocurrency Rate for any requested Interest
Period does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, the Administrative Agent will promptly so notify the
Borrower and each Lender. Thereafter, Eurocurrency Rate Loans made or
maintained by any Lender shall accrue interest at each applicable Lender’s cost
of funds, as reasonably determined and as notified by such Lender to the
Administrative Agent and the Borrower, plus the Applicable Percentage in
respect of such Eurocurrency Rate Loans, in each case until the Administrative
Agent (upon the instruction of the Required Lenders) revokes such notice. Upon
receipt of such notice, the Borrower may revoke any pending request for a
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans.


 


3.04                        Increased
Cost; Capital Adequacy; Reserves on Eurodollar 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, 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 subsection (a) any
such increased costs or reduction in amount resulting from (i) taxes
(including Taxes and Other Taxes), all of which are addressed in Section 3.01
and (ii) reserve requirements contemplated by Section 3.04(c)),
then from time to time upon demand of such Lender (with a copy of such demand
to the Administrative Agent), 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, 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 (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender


 


34





















 


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


 


(c)                                  The
Borrower shall pay to each Lender, 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 (currently known as “eurocurrency
liabilities”), additional interest on the unpaid principal amount of each
Eurocurrency Rate Loan made to it 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), which shall be due and payable
on each date on which interest is payable on such Loan, provided the
Borrower shall have received at least ten days’ prior notice (with a copy to
the Administrative Agent) of such additional interest from such Lender. If a
Lender fails to give notice fifteen days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable ten days from receipt
of such notice.


 


3.05                        Compensation
for 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
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);


 


(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;


 


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


 


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


 


including any loss of anticipated profits, any foreign exchange loss
and 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. The Borrower shall also pay any
customary administrative fees charged by such Lender in connection with the
foregoing.


 


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 Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in
the applicable offshore interbank market for the Applicable Currency for a
comparable amount and for a comparable period, whether or not such Eurocurrency
Rate Loan was in fact so funded.


 


35





















 


3.06                        Matters
Applicable to All Requests for Compensation.


 


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


 


3.07                        Survival
Losses.


 


All of the Borrower’s obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.


 


ARTICLE IV

CONDITIONS PRECEDENT


 


4.01                        Conditions
to Effectiveness.


 


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


 


(a)                                  Executed
Credit Documents. The Administrative Agent’s receipt of counterparts of
this Credit Agreement and the Notes
requested by the Lenders, in each case, dated as of the Effective Date, duly
executed by a Responsible Officer of the Borrower and by each Lender party
thereto, and in form and substance satisfactory to the Administrative Agent and
each of the Lenders. Delivery of an executed counterpart of a signature page of
this Credit Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Credit Agreement.


 


(b)                                 Organization
Documents, Etc. The Administrative Agent’s receipt of a duly executed
certificate of a Responsible Officer of the Borrower, in form and substance satisfactory
to the Administrative Agent, attaching each of the following documents and
certifying that each is true, correct and complete and in full force and effect
as of the Effective Date:


 


(i)                                     Charter
Documents. Copies of its articles of organization or formation, certified
to be true, correct and complete as of a recent date by the appropriate
Governmental Authority of the jurisdiction of its organization or formation and
a copy of Sabre UK’s memorandum of association and certificate of incorporation
and any certificate of incorporation on change of name;


 


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


 


(iii)                               Resolutions. Copies
of its resolutions approving and adopting the Credit Documents to which it is
party, the transactions contemplated therein, and authorizing the execution and
delivery thereof;


 


36





















 


(iv)                              Incumbency. An
incumbency certificate identifying the Responsible Officers of the Borrower
that are authorized to execute Credit Documents and to act on its behalf in
connection with the Credit Documents; and


 


(v)                                 Good Standing
Certificates. A certificate of good standing from the Borrower’s
jurisdiction of organization, certified as of a recent date by the appropriate
Governmental Authority.


 


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


 


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


 


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


 


(ii)                                  The unaudited
consolidated financial statements of the Consolidated Group for the fiscal
quarter ended March 31, 2005, together with related consolidated
statements of operations and retained earnings and of cash flows for such
fiscal quarter, prepared in accordance with GAAP.


 


(e)                                  Officer
Certificates. The Administrative Agent’s receipt of a certificate or certificates
of a Responsible Officer of the Borrower, dated as of the Effective Date, in
form and substance satisfactory to the Administrative Agent, certifying each of
the following:


 


(i)                                     Consents. No
consents, licenses or approvals are required in connection with the
Transactions, other than (A) as are in full force and effect and, to the
extent requested by the Administrative Agent, are attached thereto or (B) consents,
licenses or approvals for which failure to be in full force and effect would
not reasonably be expected to have a Material Adverse Effect or (C) consents,
licenses or approvals required in connection with the Transactions (other than
the execution and delivery the Borrower of the Credit Agreement and the other
Credit Documents) and set forth on Schedule 4.01;


 


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


 


(iii)                               Financial Statements.
The annual and quarterly financial statements filed by the Parent with the SEC (A) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, (B) fairly
present the financial condition of the Consolidated Group as of the date
thereof and the results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein (and with respect to such quarterly
statements, subject to the absence of footnotes and to normal year-end
accounting adjustments);


 


37





















 


(iv)                              Financial Covenant
Calculations. In the case of the Borrower, the calculation of the financial
covenants set forth in Section 7.05 as of the end of the most
recent fiscal quarter of the Borrower ending prior to the Effective Date; and


 


(v)                                 Debt Ratings. The
current Debt Ratings.


 


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


 


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


 


(h)                                 Fees
and Expenses. All fees and expenses (including, unless waived by the Administrative
Agent, Attorney Costs) required to be paid on or before the Effective Date
shall have been paid.


 


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


 


(j)                                     No Material Adverse Change. There shall not have occurred or become
known to the Lenders any material adverse condition or material adverse change
in or affecting the financial condition, operations or properties of the
Borrower and its Subsidiaries, taken as a whole, or of the Target and its
subsidiaries, taken as a whole.


 


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


 


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


 


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


 


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4.02                        Borrowing of Acquisition Loans.


 


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


 


(a)                                  The Effective Date shall have occurred.


 


(b)                                 The Administrative Agent will have received a
certificate or certificates of the Responsible Officer of the Borrower,
certifying that (i) the conditions contained in paragraphs 2(a)(i) and
(ii) of Appendix 1 to the Press Release have been satisfied and (ii) all
other regulatory approvals required in order to satisfy the conditions
contained in paragraphs 2(a)(iii) and 2(c) of Appendix 1 to the Press
Release have been obtained, except (x) such approvals the absence of which will
not, in the aggregate, have a material adverse effect on the consummation of
the Acquisition and (y) approvals set forth on Schedule 4.02.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.03                        Conditions
to Credit Extensions other than Borrowing of Acquisition Loans. 


 


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


 


39





















 


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


 


(b)                                 The representations
and warranties of the Borrower contained in Article V shall be true
and correct on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an
earlier date.


 


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


 


(d)                                 The Administrative
Agent shall have received a Loan Notice in accordance with the requirements
hereof.


 


(e)                                  In the case of a
Credit Extension to be denominated in the Alternative Currency, there shall not
have occurred any change in national or international financial, political or
economic conditions or currency exchange rates or exchange controls which in
the reasonable opinion of the Administrative Agent or the Required Lenders
would make it impracticable for such Credit Extension to be denominated in the
Alternative Currency.


 


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


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants to Administrative
Agent and Lenders that:


 


5.01                        Corporate
Existence.


 


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


 


5.02                        Power
and Authority.


 


The Transactions to which either the Borrower
or Sabre UK is a party are within the corporate powers of the Borrower or Sabre
UK, as the case may be, have been duly authorized by all necessary corporate
action on the part of the Borrower or Sabre UK, as the case may be (including
without limitation any necessary shareholder action), have received all third
party or governmental licenses, authorizations, consents and approvals the
failure of which to receive would reasonably be expected to have a Material Adverse
Effect (other than those set forth on (x) Part I of Schedule 5.02 for
purposes of making the representation and warranty in this Section 5.02 on
the Effective Date and (y) Schedule 4.02 for purposes of making such
representation and warranty at any time thereafter), and do not and will not (i) violate
any Requirements of Law which are binding on the Borrower or any of its
Subsidiaries, except to the extent that any such violation would not reasonably
be expected to have a Material Adverse Effect, (ii) contravene or conflict
with, or result in a breach of, any provision of the certificate of
incorporation,


 


40





















 


by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or of any agreement, indenture, instrument or other document which
is binding on the Borrower or any of its Subsidiaries, except, in the case of
any such agreements, indentures, instruments or other documents, as (x) are set
forth on Part II of Schedule 5.02 or (y) would not reasonably be
expected to have a Material Adverse Effect, or (iii) result in, or
require, the creation or imposition of any Lien on any asset of the Borrower or
any of its Subsidiaries, except to the extent any of the foregoing Liens
referenced in this subsection (iii) are (x) permitted pursuant to the
Credit Documents (including pursuant to Section 7.02 hereof) or (y)
would not otherwise reasonably be expected to have a Material Adverse Effect.


 


5.03                        Enforceability.



 


This Credit Agreement and the other Credit
Documents executed by the Borrower prior to and as of such date have been duly
executed and delivered and constitute the legal, valid and binding obligation
of the Borrower enforceable against it in accordance with their terms, subject
to bankruptcy, insolvency, liquidation, reorganization, fraudulent conveyance
and similar laws affecting creditors’ rights generally, and general principles
of equity.


 


5.04                        Legal
Proceedings.


 


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


 


5.05                        No
Material Adverse Effect.


 


Since December 31, 2004, there is no
continuing event or circumstance, either individually or in the aggregate, that
has had or would reasonably be expected to have a Material Adverse Effect.


 


5.06                        Compliance
with Law.


 


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


 


5.07                        Use
of Proceeds.


 


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


 


5.08                        Disclosure.


 


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


 


41





















 


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


 


5.09                        Absence
of Default. 


 


No Default or Event of Default has occurred
and is continuing.


 


5.10                        ERISA
Compliance. 


 


(a)                                  Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the IRC and other federal or state Laws. Each Plan that is intended
to qualify under Section 401(a) of the IRC has received a favorable
determination letter from the IRS or an application for such a letter is
currently pending before the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred that would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have
made all required contributions to each Plan subject to Section 412 of the
IRC, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the IRC has been made with
respect to any Plan.


 


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


 


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


 


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5.11                        Financial
Condition.


 


The consolidated balance sheet of the
Consolidated Group as of December 31, 2004, together with related
consolidated statements of operations and retained earnings and of cash flows
for the year ended December 31, 2004 and the consolidated balance sheet of
the Consolidated Group as of March 31, 2005, together with related
consolidated statements of operations and retained earnings and of cash flows
for the quarter ended March 31, 2005, fairly present in all material
respects the consolidated financial condition of the Parent and its
Subsidiaries as at such dates and the consolidated results of the operations of
the Parent and its Subsidiaries for the periods ended on such dates, all in
accordance with GAAP, subject, with respect to the financial statements for the
quarter ended March 31, 2005, to changes resulting from audit and normal
year-end accounting adjustments.


 


5.12                        Margin
Regulations; Investment Company Act; Public Utility Holding Company Act.


 


(a)                                  The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying “margin stock”
(within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock. Following the
application of the proceeds of each Borrowing, not more than 25% of the value
of the assets (either of the Borrower only or of the Consolidated Group on a
consolidated basis) will be margin stock.


 


(b)                                 None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is
a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate”
of a “holding company” or of a “subsidiary company” of a “holding company,”
within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is
or is required to be registered as an “investment company” under the Investment
Company Act of 1940.


 


5.13                        Insurance.


 


The properties of the Consolidated Group are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the applicable Borrower or
Subsidiary operates; provided
that the Consolidated Group may self-insure to the extent customary among
companies engaged in similar businesses and operating in similar localities.


 


ARTICLE VI  

AFFIRMATIVE COVENANTS


 


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


 


6.01                        Preservation
of Existence.


 


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


 


43





















 


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


 


6.02                        Payment
of Taxes and Claims.


 


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


 


6.03                        Inspection
Rights.


 


Provided that the Administrative Agent uses
reasonable efforts to minimize disruption to the businesses of the Borrower and
its Subsidiaries (including, without limitation, providing to the Borrower
reasonable notice of visits and inspections hereunder), permit representatives
of the Administrative Agent, from time to time and subject to the
confidentiality provisions hereof, to visit and inspect their properties and to
have such access to the books and records of the Borrower and its Subsidiaries,
in each case, as reasonably requested by the Administrative Agent for purposes
of administering the credit evidenced by this Credit Agreement, and to make
photocopies or photographs thereof and to write down and record any information
such representative obtains, and the Borrower and its Subsidiaries shall permit
the Administrative Agent or its representatives to investigate and verify the
accuracy of information provided to the Administrative Agent or the Lenders,
and to discuss all such matters with the officers, employees and representatives
of such Person, except that all intellectual property of the Borrower and its
Subsidiaries is excluded from any such inspection or investigation. Unless and
until a Default or an Event of Default shall have occurred and be continuing,
each individual Lender shall be limited to one such inspection in any calendar
year and all such visitations and inspections shall be at the expense of the
respective Lender and shall be conducted during normal business hours unless
otherwise agreed by the Borrower and the Administrative Agent; provided,
however, that all such visitations and inspections conducted after the
occurrence and during the continuance of any Default or Event of Default shall
be at the Borrower’s sole cost and expense and shall be conducted without
limitation as to normal business hours.


 


6.04                        Financial
Statements.


 


Deliver to the Administrative Agent and each
Lender, in form and substance reasonably satisfactory to the Administrative
Agent and the Required Lenders:


 


(a)                                  As
soon as available, and in any event within 105 days after the close of each
fiscal year of the Parent and its Consolidated Subsidiaries, a consolidated
balance sheet of the Parent and its Consolidated Subsidiaries as of the end of
such fiscal year, together with related consolidated statements of operations
and retained earnings and of cash flows for such fiscal year, in each case
setting forth in comparative form consolidated figures for the preceding fiscal
year, all such financial information described above to be in reasonable form
and detail and certified by independent certified public accountants of
recognized national


 


44





















 


standing reasonably acceptable to the Administrative Agent (provided
that Ernst & Young LLP and any other nationally recognized accounting
firm shall be deemed acceptable to the Administrative Agent), and whose opinion
shall be to the effect that such financial statements have been prepared in
accordance with GAAP (except for changes with which such accountants concur)
and shall not be limited as to the scope of the audit or qualified as to the
status of the Parent and its Consolidated Subsidiaries, on a consolidated
basis, as a going concern.


 


(b)                                 As
soon as available, and in any event within 60 days after the close of each of
the first three fiscal quarters of the Parent and its Consolidated
Subsidiaries, a consolidated balance sheet of the Parent and its Consolidated
Subsidiaries as of the end of such fiscal quarter, together with related
consolidated statements of operations and retained earnings and of cash flows
for such fiscal quarter, in each case setting forth in comparative form
consolidated figures for the corresponding period of the preceding fiscal year,
all such financial information described above to be in reasonable form and
detail and reasonably acceptable to the Administrative Agent and the Required
Lenders, and accompanied by a certificate of a Responsible Officer of the
Borrower to the effect that such quarterly financial statements fairly present
in all material respects the financial condition of the Consolidated Group and
have been prepared in accordance with GAAP, subject to changes resulting from
audit and normal year-end accounting adjustments.


 


6.05                        Certificates,
Notices and Other Information.


 


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


 


(a)                                  promptly
after request by the Administrative Agent or any Lender, copies of any detailed
management letters submitted to the board of directors (or the audit committee
of the board of directors) of the Borrower by independent accountants in
connection with the accounts or books of the Borrower or any Subsidiary, or any
audit of any of them;


 


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


 


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


 


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


 


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


 


45





















 


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


 


(f)                                    With
reasonable promptness upon any such request, such other information regarding
the businesses, properties or financial condition of the Consolidated Group as
the Administrative Agent or any Lender may reasonably request.


 


Each notice pursuant to this Section 6.05
shall be accompanied by a statement of a Responsible Officer of the Borrower
setting forth details of the occurrence referred to therein and stating what
action the Borrower has taken and proposes to take with respect thereto. Documents
required to be delivered pursuant to Section 6.04(a) or (b) or
Section 6.05(e) (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 the Borrower posts such documents, or provides a link thereto, on 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 the Borrower’s behalf on an
Internet or intranet 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) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) 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 6.05(d) to the Administrative
Agent. Except for such Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.


 


6.06                        Keeping
of Records and Books of Account.


 


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


 


6.07                        Compliance
with Laws.


 


Comply with all laws (including, without
limitation, Environmental Laws), rules, regulations and orders, and all
applicable restrictions imposed by all Governmental Authorities, applicable to
it and its property (whether real, personal or mixed, or tangible or
intangible) if noncompliance with any such law, rule, regulation, order or
restriction would have a Material Adverse Effect.


 


6.08                        Maintenance
of Insurance.


 


At all times maintain in full force and
effect insurance (including worker’s compensation insurance, liability
insurance, casualty insurance and business interruption insurance) in such
amounts, covering such risks and liabilities and with such deductibles or
self-insurance retentions as are in accordance with normal industry practice
for companies engaged in similar activities in similar geographic areas as the
Borrower and


 


46





















 


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


 


6.09                        Maintenance
of Properties.


 


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


 


6.10                        Compliance
with Agreements.


 


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


 


6.11                        Use
of Proceeds.


 


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


 


6.12                        Conduct
of Acquisition; Furnishing of Scheme Documentation and Other Reports.


 


(a)                                  Take all action necessary (or, solely in
relation to compliance with the City Code, use reasonable endeavors) to ensure
that both the conduct of the Scheme and the Scheme Documentation comply, in all
material respects, with the applicable requirements of, all Requirements of Law
applicable thereto (including, without limitation, the Companies Act 1985, the
Financial Services and Markets Act 2000 and the City Code and the rules enacted
thereunder and other applicable securities laws).


 


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


 


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


 


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


 


(e)


 


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


 


47





















 


prohibited by this Credit
Agreement or (y) the Panel or a court having jurisdiction in respect of the
Scheme requires otherwise;


 


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


 


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


 


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


 


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


 


6.13                        Prepayment
Of Loans.


 


The Borrower will, and will cause each of its
Subsidiaries to, use all reasonable efforts to effect one or more transactions
in the capital markets as promptly as practicable after the date of the first
Borrowing hereunder in order to prepay the Loans hereunder.


 


ARTICLE VII  

NEGATIVE COVENANTS


 


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


 


7.01                        Restricted
Funded Debt.


 


Permit any of its Subsidiaries to contract,
create, assume or otherwise incur any Restricted Funded Debt if, after giving
effect to any such incurrence, the aggregate principal amount of all
outstanding Restricted Funded Debt of the Subsidiaries would exceed fifty
percent (50%) of Consolidated EBITDA for the four consecutive fiscal quarter
period most recently ended prior to such incurrence, unless such excess amount
of the Restricted Funded Debt to be incurred is subordinated (on terms and
conditions reasonably satisfactory to the Required Lenders) to the Obligations.


 


7.02                        Liens.


 


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


 


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


 


48





















 


(b)           Liens
securing the performance of bids, tenders, leases, contracts (other than for
the repayment of borrowed money), statutory obligations, surety, customs and
appeal bonds and other obligations of like nature, incurred as an incident to
and in the ordinary course of business;


 


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


 


(d)           Liens
for taxes, assessments and other charges or levies not yet due or which are
being contested;


 


(e)           zoning
restrictions, easements, licenses, rights, reservations, provisions, covenants,
conditions, waivers, restrictions on the use of property or minor
irregularities of title (and with respect to leasehold interests, mortgages,
obligations, liens and other encumbrances incurred, created, assumed or
permitted to exist and arising by, through or under or asserted by a landlord
or owner of the leased property, with or without consent of the lessee), none
of which materially impairs the use of any parcel of property material to the
operation of the business of the Borrower and its Subsidiaries taken as a
whole;


 


(f)            Liens
upon any property acquired, constructed or improved by the Borrower or any
Subsidiary which are created or incurred contemporaneously with or within 180
days after such acquisition, construction or improvement to secure or provide
for the payment of any part of the purchase price of such property or the cost
of such construction or improvement (but no other amounts); provided
that any such Lien or security interest shall not apply to any other property
of the Borrower or any Subsidiary;


 


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


 


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


 


(i)            extensions,
renewals and replacements of Liens referred to in paragraphs (a)-(i) of
this Section 7.02; provided, that any such extension,
renewal or replacement Lien shall be limited to the property or assets covered
by the Lien extended, renewed or replaced and that the obligations secured by
any such extension, renewal or replacement Lien shall be in an amount not
greater than the amount of the obligations secured by the Lien extended,
renewed or replaced;


 


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


 


(k)           Liens
created or deemed to exist in connection with a Permitted Securitization
Transaction (including any related filings of any financing statements), but
only to the extent that any such Lien relates to the applicable receivables and
related property actually sold, contributed or otherwise conveyed pursuant to
such transaction;


 


(l)            any
Lien against a Securitization Subsidiary pursuant to any Permitted
Securitization Transaction; and


 


49





















 


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


 


7.03        Fundamental Changes.


 


Merge
with or into or consolidate or combine with any other Person; except that:  (a) any Subsidiary (direct or indirect)
of the Borrower may merge with or into or consolidate or combine with the
Borrower or any other Subsidiary (direct or indirect) of the Borrower (whether
in one transaction or a series of transactions); (b) any Subsidiary (direct
or indirect) of the Borrower may merge, consolidate or combine with any Person
if the surviving Person is a Subsidiary (direct or indirect) of the Borrower; (c) if
no Default or Event of Default shall have occurred at the time of or
immediately after giving effect to such transaction and be continuing, the
Borrower may merge, consolidate or combine with any Person if the surviving
corporation is the Borrower; and (d) any Subsidiary (direct or indirect)
of the Borrower may merge, consolidate or combine with any other Person as part
of a transaction in which the surviving Person is not a Subsidiary (direct or
indirect) of the Borrower, to the extent that the sum of (i) the aggregate
net book value of such Subsidiary, plus (ii) the aggregate net book
value of all other Subsidiaries (direct or indirect) of the Borrower previously
or contemporaneously merged, consolidated or combined pursuant to this Section 7.03(d),
plus (iii) the previous or contemporaneous Asset Dispositions
pursuant to Section 7.04(v), does not exceed twenty-five percent
(25%) of the total consolidated assets of the Consolidated Group as shown on
its consolidated balance sheet for its most recent prior fiscal quarter.


 


7.04        Asset Dispositions.


 


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


 


7.05        Financial Covenants.


 


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


 


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


 


50





















 


amount equal to fifty percent (50%) of Consolidated Net Income (to the
extent positive) for the fiscal quarter then ended, such increases to be
cumulative, plus, as of the end of each fiscal quarter occurring after
the Effective Date, an amount equal to fifty percent (50%) of the net proceeds
from Equity Transactions occurring during the fiscal quarter then ended, such
increases to be cumulative, minus, as of the end of each fiscal quarter
occurring after the Effective Date, an amount equal to the sum of all dividends
and distributions paid by the Parent in respect of its Capital Stock and
amounts used to repurchase or redeem Capital Stock of the Parent during the
fiscal quarter then ended, such decreases to be cumulative.


 


7.06        Permitted Securitization Transaction.


 


Enter
into or permit to exist any Securitization Transaction that is not a Permitted
Securitization Transaction.


 


7.07        Transactions with Affiliates.


 


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


 


7.08        Dividends; Stock Repurchases and Redemptions.


 


Declare
and make dividend payments or other distributions or purchase, redeem or
otherwise acquire shares of its Capital Stock or the Parent’s Capital Stock in
excess of $150 million during the term of this Credit Agreement (disregarding
for this purpose (x) any of the same effected as part of the Scheme and (y)
dividend payments on, or redemptions or other acquisitions of, the Capital
Stock of a Subsidiary made by such Subsidiary, so long as such dividends are
paid only to, and such Capital Stock is redeemed or acquired only from, the
Borrower or another Subsidiary).


 


7.09        Scheme Documentation.


 


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


 


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


 


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


 


51





















 


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


 


ARTICLE VIII  

EVENTS OF DEFAULT AND REMEDIES


 


8.01        Events of Default.


 


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


 


(a)           The
Borrower fails to pay any principal on any Outstanding Obligation (other than
fees) as and on the date when due; or


 


(b)           The
Borrower fails to pay any interest on any Outstanding Obligation hereunder
within three (3) Business Days after the date due; or fails to pay any
fees or other amount payable to the Administrative Agent or any Lender under
any Credit Document within five (5) days after the date due;


 


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


 


(d)           The
Borrower, the Parent or any of their respective Subsidiaries shall default
(beyond applicable periods of grace and/or notice and cure) in the payment when
due of any principal of or interest on any Indebtedness having an outstanding
principal amount of at least $25 million (“Material
Indebtedness”) or any other event or condition shall occur
which results in the maturity of any Material Indebtedness being accelerated
other than at the option of the Borrower, the Parent or any such Subsidiary,
except, with respect to any Subsidiary other than the Borrower, to the extent
any of the foregoing does not result in a Material Adverse Effect or any other
Event of Default hereunder;


 


(e)           The
liquidation or dissolution of the Borrower, the Parent or any of their
respective Subsidiaries, or the suspension of the business of the Borrower, the
Parent or any of their respective Subsidiaries, or the filing by the Borrower,
the Parent or any of their respective Subsidiaries of a voluntary petition or
an answer seeking reorganization, arrangement, readjustment of its debts or for
any other relief under the Bankruptcy Code, as amended, or under any other
insolvency act or law, state or federal, now or hereafter existing, or any
other action of the Borrower, the Parent or any of their respective
Subsidiaries indicating its consent to, approval of or acquiescence in, any
such petition or


 


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proceeding; the application by the Borrower, the Parent or any of their
respective Subsidiaries for, or the appointment by consent or acquiescence of the
Borrower, the Parent or any of their respective Subsidiaries of, a receiver, a
trustee or a custodian of the Borrower, the Parent or any of their respective
Subsidiaries, for all or a substantial part of its property; the making by the Borrower,
the Parent or any of their respective Subsidiaries of any assignment for the
benefit of creditors; the admission by the Borrower, the Parent or any of their
respective Subsidiaries in writing of its inability to pay its debts as they
mature, or the Borrower, the Parent or any of their respective Subsidiaries is
generally not paying its debts and other financial obligations as they become
due and payable; or the taking by the Borrower, the Parent or any of their
respective Subsidiaries of any corporate action to authorize any of the
foregoing, except, with respect to any Subsidiary other than the Borrower, to
the extent any of the foregoing does not result in a Material Adverse Effect or
any other Event of Default hereunder.  For
the avoidance of doubt, the implementation and consummation of the Scheme
itself will not constitute an Event of Default under this Section 8.01(e);


 


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


 


(g)           The
adjudication of the Borrower, the Parent or any of their respective
Subsidiaries as bankrupt or insolvent, except, with respect to any Subsidiary
other than the Borrower, to the extent any of the foregoing does not result in
a Material Adverse Effect or any other Event of Default hereunder;


 


(h)           The
entering of any order in any proceedings against the Borrower, the Parent or
any of their respective Subsidiaries decreeing the dissolution, divestiture or
split-up of the Borrower, the Parent or any of their respective Subsidiaries, and
such order remains in effect for more than sixty (60) days, except, with
respect to any Subsidiary other than the Borrower, to the extent any of the
foregoing does not result in a Material Adverse Effect or any other Event of
Default hereunder;


 


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


 


(j)            (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has
resulted in liability of the Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess
of $15 million, and the Borrower or its ERISA Affiliate fails to pay such
amount when due or (ii) the Borrower or any ERISA Affiliate fails to pay
when due, after the


 


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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 in excess of $15 million;


 


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


 


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


 


(m)          The Borrower shall fail to observe or
perform either the consolidated leverage ratio financial covenant or the
consolidated net worth financial covenant contained in Section 7.05 of the
Existing Credit Agreement, as either such covenant may be amended (or
renumbered or renamed) from time to time, and (i) such failure shall not have
been waived by the lenders party to the Existing Credit Agreement in accordance
with the terms of the Existing Credit Agreement and (ii) the Borrower
shall not have repaid all indebtedness outstanding under the Existing Credit
Agreement and caused the commitments of the lenders thereunder to be
terminated.


 


8.02        Remedies upon Event of Default.


 


Subject
to the provisions of Section 8.03, if any Event of Default occurs
and is continuing, the Administrative Agent shall, at the request of, or may,
with the consent of, the Required Lenders, take any or all of the following
actions:


 


(a)           declare
the commitments of the Lenders to make Loans 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 Credit 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 or
to the Lenders under the Credit Documents or applicable Law;


 


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provided,
however, that upon the occurrence of an Event of Default under Section 8.01(f),
(g) or (h), the obligation of each Lender to make Loans
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.


 


8.03        Certain Funds; Clean-Up Period.


 


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


 


(a)  during the Certain Funds Period, subject
only to satisfaction or waiver in accordance with Section 10.01 of
the conditions precedent listed in Section 4.02 and/or unless a
Major Default has occurred and is continuing, neither the Administrative Agent
nor any Lender may (i) rescind this Credit Agreement or exercise any right
of rescission, cancellation, termination, acceleration, set-off or counterclaim
or similar right or remedy in respect of any Acquisition Loan, (ii) cancel,
terminate or reduce any Commitments, (iii) refuse the use or availability
of any Acquisition Loan, (iv) make or enforce any claim they may have
under this Credit Agreement if to do so would prevent or limit the making of
any Acquisition Loan during the Certain Funds Period or (v) cancel,
accelerate or cause repayment or prepayment of any Acquisition Loan. For the
avoidance of doubt, nothing in this Credit Agreement or any other Credit
Document (including without limitation, the provisions of Section 4.02
or this Section 8.03) shall affect the rights of any Lender in
respect of any outstanding Default or Event of Default upon expiry of the
Certain Funds Period regardless of whether that Default or Event of Default
occurred during the Certain Funds Period or not; and


 


(b)           for
the period from the Scheme Effective Date until the date falling 180 days
thereafter:


 


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


 


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


 


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


 


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


 


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 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:


 


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


 


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney Costs and
amounts payable under Article III), ratably among the Lenders in
proportion to the amounts described in this clause Second payable
to them;


 


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


 


Fourth, to (a) payment of that
portion of the Obligations constituting unpaid principal of the Loans, and (b) payment
of breakage, termination or other amounts owing in respect of any Swap Contract
between the Borrower and any Lender, or any Affiliate of a Lender, to the
extent such Swap Contract is permitted hereunder, ratably among such parties in
proportion to the respective amounts described in this clause Fourth
payable to them; 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


 


9.01        Appointment and Authority.


 


Each
of the Lenders hereby irrevocably appoints Morgan Stanley Senior Funding, Inc.
to act on its behalf as the Administrative Agent hereunder and under the other
Credit Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent and the Lenders, and the
Borrower shall have no rights as a third
party beneficiary of, and no obligations under, any of such provisions.


 


9.02        Rights as a Lender.


 


The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in
its individual capacity.  Such Person and
its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind
of business with the Borrower or any Subsidiary or other Affiliate thereof as
if such Person were not the Administrative Agent hereunder and without any duty
to account therefor to the Lenders.


 


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9.03        Exculpatory Provisions.


 


The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Credit Documents.  Without limiting the generality of the
foregoing, the Administrative Agent:


 


(a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing;


 


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


 


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


 


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


 


The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or
in connection with this Credit Agreement or any other Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions
set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Credit
Agreement, any other Credit Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.


 


9.04        Reliance by Administrative Agent.


 


The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In
determining compliance with any condition hereunder to the making of a Loan
that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is


 


57





















 


satisfactory to such Lender unless the Administrative Agent shall have
received notice to the contrary from such Lender prior to the making of such
Loan.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


9.05        Delegation of Duties.


 


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


 


9.06        Resignation of Administrative Agent.


 


The
Administrative Agent may at any time, upon 30 days’ notice to the Lenders and
the Borrower, resign.  Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower and with the consent of the Borrower at all
times other than during the existence of an Event of Default, to appoint a
successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Credit Documents and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender directly, until
such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section.  Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of
its duties and obligations hereunder or under the other Credit Documents (if
not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Credit
Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.


 


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9.07        Non-Reliance on Administrative Agent and Other
Lenders.


 


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


 


9.08        No Other Duties, Etc.


 


Anything
herein to the contrary notwithstanding, no Arranger or Book Manager listed on
the cover page hereof shall have any powers, duties or responsibilities
under this Credit Agreement or any of the other Credit Documents, except in its
capacity, as applicable, as the Administrative Agent or a Lender hereunder.


 


9.09        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 the Borrower, 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, with respect to the Borrower, and to file such other documents as
may be necessary or advisable in order to have the claims of the Lenders and
the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative
Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under Sections 2.07 and 10.04)
allowed in such judicial proceeding; and


 


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


 


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


 


Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative
Agent to vote in respect of the claim of any Lender in any such proceeding.


 


59





















 


ARTICLE X  

MISCELLANEOUS


 


10.01      Amendments, Etc.


 


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


 


(a)           unless
also consented to in writing by each Lender directly affected thereby, no such
amendment, waiver or consent shall:


 


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


 


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


 


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


 


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


 


(v)           amend Section 1.07 or the
definition of “Alternative Currency” without the written consent of each
Lender, or


 


(vi)          change any provision of this Section 10.01(a) or
the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise
modify any rights hereunder or make any determination or grant any consent
hereunder; and


 


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


 


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provided
however, that notwithstanding anything to the contrary contained herein, (i) no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender, (ii) each
Lender is entitled to vote as such Lender sees fit on any bankruptcy or
insolvency reorganization plan that affects the Loans, (iii) each Lender
acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code supersedes the unanimous consent provisions set forth herein, and (iv) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto.


 


10.02      Notices; Effectiveness; Electronic Communication.


 


(a)           Notices
Generally.  Except in the case of
notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, 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, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule 10.02;
and


 


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


 


Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient).  Notices delivered through
electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).


 


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


 


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


 


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(c)           Change
of Address, Etc.  Each of the
Borrower and the Administrative Agent may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
other parties hereto.  Each other Lender
may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the Borrower and the Administrative
Agent.


 


(d)           Reliance
by Administrative Agent and Lenders.  The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic 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 the
Administrative Agent, each Lender and the Related Parties of each of them 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.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


 


10.03      No Waiver; Cumulative Remedies.


 


No
failure by the Borrower, any Lender or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder 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 are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.


 


10.04      Expenses; Indemnity; Damage Waiver.


 


(a)           Costs
and Expenses.  The Borrower shall pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent), in connection with the preparation,
negotiation, execution, delivery and administration of this Credit Agreement
and the other Credit Documents or any amendments, modifications or waivers of
the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent or any Lender, including the
fees, charges and disbursements of any counsel for the Administrative Agent, or
any Lender, in connection with the enforcement or protection of its rights (A) in
connection with this Credit Agreement and the other Credit Documents, including
its rights under this Section, or (B) in connection with the Loans made
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans.


 


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


 


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obligations hereunder or thereunder or the consummation of the Transactions
or any other transactions contemplated hereby or thereby, (ii) any Loan or
the use or proposed use of the proceeds therefrom or (iii) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower, and regardless of whether any
Indemnitee is a party thereto, provided that such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) arise out of a dispute solely
between two or more Indemnitees not caused by or involving an act or omission
by the Borrower or any of its Subsidiaries, (y) 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
(z) result from a claim brought by the Borrower against an Indemnitee for
breach of such Indemnitee’s obligations hereunder or under any other Credit
Document, if the Borrower has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.  Notwithstanding the foregoing, the provisions
of this Section 10.04(b) shall not apply to (i) Morgan Stanley &
Co. Incorporated (“Morgan Stanley”) or (ii) any affiliate of Morgan
Stanley or (iii) any of
their respective officers, directors, employees or agents or (iv) other
persons, if any, controlling Morgan Stanley or any of its affiliates, in each
case with respect to losses, claims, damages or liabilities related to, arising
out of or in connection with the Engagement, as such term is defined in the
engagement letter dated March 31, 2005 between Sabre Holdings Corporation
and Morgan Stanley (it being understood by the parties hereto that the term “Engagement”
as so defined relates to the provision of financial advisory services and
excludes loan financing services).


 


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


 


(d)           Waiver
of Consequential Damages, Etc.  To
the fullest extent permitted by applicable law, the Borrower shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Credit Agreement, any other Credit Document or any agreement or
instrument contemplated hereby, the Transactions or any other transactions contemplated
hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Credit Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby.


 


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


 


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


 


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10.05      Payments Set Aside.


 


To the
extent that any payment by or on behalf of the Borrower is made to the Administrative
Agent or any Lender, or the Administrative 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 the
Administrative 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 (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, in the applicable currency of such recovery
or payment.  The obligations of the Lenders
under clause (b) of the preceding sentence shall survive the payment in
full of the Obligations and the termination of this Credit Agreement.


 


10.06      Successors and Assigns.


 


(a)           Successors
and Assigns Generally.  The
provisions of this Credit Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Credit 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 subsection (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Credit Agreement.


 


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


 


(i)            except in the case of an assignment
of the entire remaining amount of the assigning Lender’s Commitment and the
Loans at the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the
principal outstanding balance 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 or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $10,000,000 unless
each of the Administrative Agent and, so long as no


 


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


 


(ii)           each partial assignment shall be made
as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Credit Agreement with respect to the Loans or the
Commitment assigned;


 


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


 


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


 


Subject
to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment
and Assumption, the Eligible Assignee thereunder shall be a party to this
Credit Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Credit
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 Credit Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Credit 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,
and 10.04 with respect to facts and circumstances occurring prior to the
effective date of such assignment.  Upon
request, 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 Credit Agreement that
does not comply with this subsection shall be treated for purposes of this
Credit Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.


 


(c)           Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts 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, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Credit Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower at any
reasonable time and from time to time upon reasonable prior notice.  In addition, at any time that a request for a
consent for a material or substantive change to the Credit Documents is
pending, any Lender wishing to consult with other Lenders in connection
therewith may request and receive from the Administrative Agent a copy of the
Register.


 


(d)           Participations.  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 or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Credit Agreement (including all or a portion of its Commitment and/or the Loans
owing to it); provided that (i) such Lender’s obligations under
this Credit 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 Administrative Agent and the


 


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Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Credit
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
Credit Agreement and to approve any amendment, modification or waiver of
any  provision of this Credit Agreement; 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
affects such Participant.  Subject to subsection (e) of
this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this
Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.10 as though it were
a Lender.


 


(e)           Limitation
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section 3.01
or 3.04 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant.  A Participant that would be
a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as
though it were a Lender.


 


(f)            Certain
Pledges.  Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Credit Agreement (including under its Note(s), 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.


 


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


 


10.07      Treatment of Certain Information; Confidentiality.


 


Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and
representatives (it being understood that all Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it
(including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other
party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Credit Document or any action or proceeding
relating to this Credit Agreement or any other Credit Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing the provisions of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Credit Agreement or (ii) any actual or
prospective counterparty (or its advisors) to


 


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any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the
extent such Information (x) becomes publicly available other than as a result
of a breach of this Section or (y) becomes available to the Administrative
Agent, any Lender or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrower.


 


For
purposes of this Section, “Information” means all information received
from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Borrower or any Subsidiary, provided that, in
the case of information received from the Borrower or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


10.08      Right of Setoff.


 


Subject
to the provisions of Section 8.03, if an Event of Default shall have occurred and
be continuing, each Lender and each of its Affiliates is hereby authorized at
any time and from time to time, 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, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender or any such
Affiliate to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Credit Agreement or any other Credit Document to such Lender, irrespective of
whether or not such Lender shall have made any demand under this Credit
Agreement or any other Credit Document and although such obligations of the
Borrower may be contingent or unmatured or are owed to a branch or office of
such Lender different from the branch or office holding such deposit or
obligated on such indebtedness.  The
rights of each Lender and its Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender or its Affiliates may have.  Each
Lender agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give
such notice shall not affect the validity of such setoff and application.


 


10.09      Interest Rate Limitation.


 


Notwithstanding
anything to the contrary contained in any Credit Document, the interest paid or
agreed to be paid under the Credit Documents shall not exceed the maximum rate
of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative 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 the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder.


 


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10.10      Counterparts; Integration.


 


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


 


10.11      Survival of Representations and Warranties.


 


All
representations and warranties made hereunder and in any other Credit 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 the Administrative Agent and
each Lender, regardless of any investigation made by the Administrative Agent
or any Lender or on their behalf and notwithstanding that the Administrative
Agent or any Lender may have had notice or knowledge of any Default at the time
of any Credit Extension, and shall continue in full force and effect as long as
any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.


 


10.12      Severability.


 


If any
provision of this Credit Agreement or the other Credit Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Credit Agreement and the
other Credit Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


10.13      Replacement of Lenders.


 


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


 


(a)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);


 


(b)           such
Lender shall have received payment of an amount equal to the aggregate outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Credit Documents (including
any amounts under Section 3.05) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts);


 


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(c)           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
thereafter; and


 


(d)           such
assignment does not conflict with applicable Laws.


 


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


 


10.14      Governing Law; Jurisdiction; Etc.


 


(a)           GOVERNING
LAW.  THIS CREDIT AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


(b)           SUBMISSION
TO JURISDICTION.  THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF SUCH STATE AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER
CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO 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 COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
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 CREDIT AGREEMENT OR IN ANY
OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO
THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST THE BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


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


 


(d)           SERVICE
OF PROCESS.  EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS CREDIT AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.


 


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10.15      Waiver of Jury Trial.


 


EACH
PARTY HERETO HEREBY IRREVOCABLY 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 CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 CREDIT
AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


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10.16      USA PATRIOT Act Notice.


 


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


 


10.17      Judgment Currency.


 


If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Credit 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 the Borrower in
respect of any such sum due from it to the Administrative Agent or the Lenders
hereunder or under the other Credit 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 Credit 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
the Borrower in the Agreement Currency, the 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 the Borrower (or to any other Person who may
be entitled thereto under applicable law).


 


71





















 


10.18      ENTIRE AGREEMENT.


 


THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


72





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be
duly executed as of the date first above written.


 


 


	
  BORROWER:

  	
  SABRE
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ JEFFERY M. JACKSON

  	
   

  
	
   

  	
  Name:

  	
  Jeffery M. Jackson

  
	
   

  	
  Title:

  	
  Executive Vice President
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signatures Continue on
  Following Pages]

  



 





















 


	
  ADMINISTRATIVE
  AGENT:

  	
  MORGAN
  STANLEY SENIOR FUNDING, INC.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ TODD VANNUCCI

  	
   

  
	
   

  	
  Name:

  	
  Todd Vannucci

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signatures Continue on
  Following Pages]

  



 





















 


	
  LENDERS:

  	
  MORGAN
  STANLEY SENIOR FUNDING, INC.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ TODD VANNUCCI

  	
   

  
	
   

  	
  Name:

  	
  Todd Vannucci

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signatures Continue on
  Following Pages]

  



 





















 


	
   

  	
  BEAR
  STEARNS CORPORATE LENDING INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ RICHARD BRAM SMITH

  	
   

  
	
   

  	
  Name:

  	
  Richard Bram Smith

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signatures Continue on
  Following Pages]

  



 





















 


	
  ARRANGERS:

  	
  MORGAN
  STANLEY SENIOR FUNDING,

  
	
   

  	
  INC., as an Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ TODD VANNUCCI

  	
   

  
	
   

  	
  Name:

  	
  Todd Vannucci

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signatures Continue on
  Following Pages]

  



 





















 


	
   

  	
  BEAR,
  STEARNS & CO. INC., as an Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/ RICHARD BRAM SMITH

  	
   

  
	
   

  	
  Name:

  	
  Richard Bram Smith

  
	
   

  	
  Title:

  	
  Senior Managing Director

  



 





















 


Schedule 2.01


 


Lenders and Commitments


 


	
  Name of Lender

  	
   

  	
  Commitment Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Morgan Stanley
  Senior Funding, Inc.

  	
   

  	
  $

  	
  480,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bear Stearns
  Corporate Lending Inc.

  	
   

  	
  $

  	
  320,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total
  Amount:

  	
   

  	
  $

  	
  800,000,000

  	
   

  



 





















 


Schedule 2.13


 


1.                                      SWITCH DATE


 


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


 


2.                                      AMENDMENTS


 


2.1                               Defined terms


 


The following new definitions shall be inserted
in Section 1.01:


 


“Compulsory Acquisition Procedures” means the procedures for the compulsory
acquisition of minority shares set out in sections 428-430 of the Companies Act
1985.


 


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


 


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


 


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


 


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


 


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


 


“Shares” means all the issued shares in the capital of the Target (including any
shares of the Target issued or to be issued whilst the Offer remains open for
acceptance).


 


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


 


2.2                               Amendments to defined terms


 


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


 


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


 


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


 


(a)                                  the Offer
Expiry Date;


 





















 


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


 


(c)                                  if Sabre
UK has given a Section 429 Notice by the date falling four months and
three Business Days after the date of posting of the Offer Document (or such
later date as the Arrangers may agree), the later of:


 


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


 


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


 


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


 


(e)                                  subject to
Section 8.03(a), the date of termination of the Commitments in accordance
with this Credit Agreement.


 


“Initial Funding Date” means the date on which the first Borrowing
of Acquisition Loans occurs.


 


“Settlement Account” means the bank account either in the name of
the Borrower, Sabre UK, the Target’s registrar or the receiving bank appointed
in connection with the Offer and held with an entity acceptable to the
Administrative Agent (acting reasonably) (provided that if the account is in
the name of the Target’s registrar, such registrar has agreed to hold moneys
standing to the credit of that account on trust for the Borrower or Sabre UK
pending their application in accordance with the provisions of the Offer
Document), as being the account into which the payments relating to the Shares
pursuant to the Offer are to be made.


 


“Transactions” means the execution, delivery and
performance by the Borrower of this Credit Agreement and the other Credit
Documents, the borrowing of Loans, the use of the proceeds thereof, the
consummation of the Acquisition and the other transactions contemplated by the
Offer.


 


2.3                               Section 2.02


 


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


 


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


 


2.4                               Section 2.12


 


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


 





















 


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


 


2.5                               Section 4.02


 


Section 4.02 shall be
amended in its entirety to read as follows:


 


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


 


(a)                                  The
Effective Date shall have occurred.


 


(b)                                 In the
case of the Borrowing on the Initial Funding Date, the Administrative Agent
will have received a certificate or certificates of the Responsible Officer of
the Borrower, certifying that (i) the conditions to the Offer which are
equivalent to those contained in paragraphs 2(a)(i) and (ii) of
Appendix 1 to the Press Release have been satisfied and (ii) all other
regulatory approvals required in order to satisfy the conditions to the Offer
which are equivalent to those conditions contained in paragraphs 2(a)(iii) and
2(c) of Appendix 1 to the Press Release have been obtained, except (x)
such approvals the absence of which will not, in the aggregate, have a material
adverse effect on the consummation of the Acquisition and (y) approvals set
forth on Schedule 4.02.


 


(c)                                  The
Unconditional Date shall have occurred and, in the case of the Borrowing on the
Initial Funding Date, the Administrative Agent shall have received a
certificate or certificates of the Responsible Officer of the Borrower:


 


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


 


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


 


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


 


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


 


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


 





















 


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


 


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


 


2.6                               Section 6.12


 


Section 6.12 shall be
amended to read as follows:


 


“Conduct of Acquisition; Furnishing of
Offer Documents and Other Reports.


 


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


 


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


 


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


 


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


 


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


 


(ii)                                  ensure
that all the obligations of Sabre UK in connection with the Offer are complied
with and performed in all material respects; and


 


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


 





















 


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


 


(B)                                         would
result in the Panel requiring the Borrower or Sabre UK to do something
prohibited by sub-paragraph (A) above.”


 


2.7                               Section 7.09


 


Section 7.09 shall be
amended in its entirety to read as follows:


 


“Offer


 


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


 


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


 


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


 


(c)                                  except for
the description thereof contained in the Offer Press Release, the Offer
Document or in any form 8-K, 10-Q or 10-K filed with the SEC, issue or allow to
be issued on its behalf or on behalf of any of its Subsidiaries any press
release or other publicity which refers to this Credit Agreement, the
Commitments, the Loans, the Arrangers, the Administrative Agent or any Lender
without the consent of the Arrangers (such consent not to be unreasonably
withheld or delayed), unless the publicity is required by a Requirement of Law
or the City Code, the Panel or any court having jurisdiction in respect of the
Offer, in which case the Borrower shall, to the extent possible in the
circumstances, notify the Arrangers as soon as is practicable upon a
Responsible Officer obtaining knowledge of the requirement, consult with the
Arrangers on the terms of the reference and have regard to any timely comments
of the Arrangers.”


 


2.8                               Section 8.03


 


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


 





















 


Schedule 3.03


 


Mandatory Cost Rate


 


1.                                      General


 


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


 


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


 


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


 


For a Loan in the Alternative Currency:


 


	
  AB + C(B – D) + E x 0.01

  	
   

  	
  per cent per annum

  
	
  100 – (A + C)

  



 


For any other Loan:


 


	
  E x 0.01

  	
   

  	
  per cent per annum

  
	
  300

  



 


where
on the day of application of the formula:


 


A                                      is the percentage of that Lender’s eligible
liabilities (in excess of any stated minimum) which the Bank of England
requires it to hold on a non-interest-bearing deposit account in accordance
with its cash ratio requirements;


 


B                                        is the London Interbank Offered Rate for that
Interest Period;


 


C                                        is the percentage of that Lender’s eligible
liabilities which the Bank of England requires it to place as a special
deposit;


 


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


 


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


 


(b)           For the purposes of this paragraph 2.


 





















 


(i)                                     eligible liabilities and special
deposit have the meanings given to them by the Bank of England at
the time of application of the formula;


 


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


 


(iii)                               tariff base has the meaning given to it in the fees
rules.


 


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


 


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


 


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


 


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


 


(iii)                               The Administrative Agent shall have no
liability to any party if its calculation over or under compensates any Lender.


 


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


 


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


 


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


 


(c)                                  For purposes of this paragraph 3, Participating Member State means a member
state of the European Communities that adopts or has adopted the euro as its
lawful currency under the legislation of the European Union for European
Monetary Union.


 


4.                                      Changes


 


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


 





















 


(a)           any change in law or
regulation; or


 


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


 


Any
notification shall be, in the absence of manifest error, conclusive and binding
on all the parties.


 





















 


Schedule 4.01


 


Certain Consents and Approvals


 


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


 


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


 


3.             German competition clearance under the German Act
Against Restraints of Competition


 


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


 


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


 


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


 


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


 





















 


Schedule 4.02


 


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


 


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


 


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


 


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


 





















 


Schedule 5.02


 


Specified Consents, Approvals and Agreements


 


Part I


 


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


 


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


 


3.             German competition clearance under the German Act
Against Restraints of Competition


 


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


 


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


 


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


 


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


 


Part II


 


None.


 





















 


Schedule 5.04


 


Legal Proceedings


 


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


 


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


 


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


 


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


 


We
are unable to estimate the amount of the loss, if any, that might arise from
this litigation.


 





















 


Schedule 10.02


 


Notice Addresses


 


If to the Borrower:


 


Attn: Treasurer


Sabre Inc.


3150 Sabre Drive


Southlake, TX  76092-2103


Tel: 682-605-1742


Fax: 682-605-7711


Email:  Fred.Pensotti@sabre-holdings.com


Website Address:  www.sabre-holdings.com


 


If to the Administrative
Agent:


 


Attn:  Larry Benison


Morgan Stanley Senior
Funding, Inc.


1633 Broadway – 25th
Floor


New York, NY 10019


Phone: 212-537-1439


Fax: 212-537-1867 / 1866