Exhibit 10.1






SECOND AMENDED AND RESTATED CREDIT AGREEMENT


Dated as of August 23, 2006


As Amended and Restated on January 29, 2007


As Further Amended and Restated on May 23, 2007


among


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

as Borrower,


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

as Holdings


WALTONVILLE
LIMITED,

as Intermediate Parent


UBS AG, STAMFORD
BRANCH,

as Administrative Agent and L/C Issuer


UBS LOAN FINANCE
LLC,

as Swing Line Lender


THE OTHER LENDERS
PARTY HERETO,


CREDIT SUISSE
SECURITIES (USA) LLC,

as Syndication Agent,


LEHMAN BROTHERS
INC.,

J.P. MORGAN SECURITIES INC. and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Co-Documentation Agents,


UBS SECURITIES LLC
and


CREDIT SUISSE SECURITIES (USA) LLC

as Co-Lead Arrangers,


and


UBS SECURITIES LLC, 

CREDIT SUISSE SECURITIES (USA) LLC,

LEHMAN BROTHERS INC.,

J.P. MORGAN SECURITIES INC. and

GOLDMAN SACHS CREDIT PARTNERS L.P.

as Joint Bookrunners






Cahill Gordon
& Reindel LLP


80 Pine Street


New York, New York  10005
















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS AND ACCOUNTING TERMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
   

  	
  DEFINED TERMS

  	
   

  	
  2

  
	
  SECTION 1.02

  	
   

  	
  OTHER INTERPRETIVE PROVISIONS

  	
   

  	
  58

  
	
  SECTION 1.03

  	
   

  	
  ACCOUNTING TERMS

  	
   

  	
  59

  
	
  SECTION 1.04

  	
   

  	
  ROUNDING

  	
   

  	
  59

  
	
  SECTION 1.05

  	
   

  	
  REFERENCES TO AGREEMENTS, LAWS, ETC

  	
   

  	
  59

  
	
  SECTION 1.06

  	
   

  	
  TIMES OF DAY

  	
   

  	
  59

  
	
  SECTION 1.07

  	
   

  	
  TIMING OF PAYMENT OF PERFORMANCE

  	
   

  	
  59

  
	
  SECTION 1.08

  	
   

  	
  CURRENCY EQUIVALENTS GENERALLY

  	
   

  	
  59

  
	
  SECTION 1.09

  	
   

  	
  EFFECT OF THIS
  AGREEMENT ON THE FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND THE OTHER
  LOAN DOCUMENTS

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE COMMITMENTS
  AND CREDIT EXTENSIONS

  
	
   

  
	
  SECTION 2.01

  	
   

  	
  THE LOANS

  	
   

  	
  61

  
	
  SECTION 2.02

  	
   

  	
  BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS

  	
   

  	
  65

  
	
  SECTION 2.03

  	
   

  	
  LETTERS OF CREDIT

  	
   

  	
  68

  
	
  SECTION 2.04

  	
   

  	
  SWING LINE LOANS

  	
   

  	
  81

  
	
  SECTION 2.05

  	
   

  	
  PREPAYMENTS

  	
   

  	
  84

  
	
  SECTION 2.06

  	
   

  	
  TERMINATION OR
  REDUCTION OF COMMITMENTS AND CREDIT-LINKED DEPOSITS

  	
   

  	
  88

  
	
  SECTION 2.07

  	
   

  	
  REPAYMENT OF LOANS

  	
   

  	
  89

  
	
  SECTION 2.08

  	
   

  	
  INTEREST

  	
   

  	
  90

  
	
  SECTION 2.09

  	
   

  	
  FEES

  	
   

  	
  92

  
	
  SECTION 2.10

  	
   

  	
  COMPUTATION OF INTEREST AND FEES

  	
   

  	
  96

  
	
  SECTION 2.11

  	
   

  	
  EVIDENCE OF INDEBTEDNESS

  	
   

  	
  96

  
	
  SECTION 2.12

  	
   

  	
  PAYMENTS GENERALLY

  	
   

  	
  97

  
	
  SECTION 2.13

  	
   

  	
  SHARING OF PAYMENTS

  	
   

  	
  99

  
	
  SECTION 2.14

  	
   

  	
  INCREMENTAL CREDIT EXTENSIONS

  	
   

  	
  100

  
	
  SECTION 2.15

  	
   

  	
  CURRENCY EQUIVALENTS

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TAXES, INCREASED
  COSTS PROTECTION AND ILLEGALITY

  
	
   

  
	
  SECTION 3.01

  	
   

  	
  TAXES

  	
   

  	
  103

  



 



 i
 









 


	
  SECTION 3.02

  	
   

  	
  ILLEGALITY

  	
   

  	
  106

  
	
  SECTION 3.03

  	
   

  	
  INABILITY TO DETERMINE RATES

  	
   

  	
  106

  
	
  SECTION 3.04

  	
   

  	
  INCREASED COST
  AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON EUROCURRENCY RATE LOANS

  	
   

  	
  107

  
	
  SECTION 3.05

  	
   

  	
  FUNDING LOSSES

  	
   

  	
  109

  
	
  SECTION 3.06

  	
   

  	
  MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION

  	
   

  	
  109

  
	
  SECTION 3.07

  	
   

  	
  REPLACEMENT OF LENDERS UNDER CERTAIN CIRCUMSTANCES

  	
   

  	
  111

  
	
  SECTION 3.08

  	
   

  	
  SURVIVAL

  	
   

  	
  112

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONDITIONS
  PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

  	 

	
   

  	 

	
  SECTION 4.01

  	
   

  	
  CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT

  	
   

  	
  112

  
	
  SECTION 4.02

  	
   

  	
  CONDITIONS TO CREDIT EXTENSION ON THE WORLDSPAN
  CLOSING DATE

  	
   

  	
  112

  
	
  SECTION 4.03

  	
   

  	
  CONDITIONS TO ALL CREDIT EXTENSIONS

  	
   

  	
  115

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES

  	 

	
   

  	 

	
  SECTION 5.01

  	
   

  	
  EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH
  LAWS

  	
   

  	
  116

  
	
  SECTION 5.02

  	
   

  	
  AUTHORIZATION; NO CONTRAVENTION

  	
   

  	
  116

  
	
  SECTION 5.03

  	
   

  	
  GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS

  	
   

  	
  116

  
	
  SECTION 5.04

  	
   

  	
  BINDING EFFECT

  	
   

  	
  117

  
	
  SECTION 5.05

  	
   

  	
  FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT

  	
   

  	
  117

  
	
  SECTION 5.06

  	
   

  	
  LITIGATION

  	
   

  	
  118

  
	
  SECTION 5.07

  	
   

  	
  NO DEFAULT

  	
   

  	
  119

  
	
  SECTION 5.08

  	
   

  	
  OWNERSHIP OF PROPERTY; LIENS

  	
   

  	
  119

  
	
  SECTION 5.09

  	
   

  	
  ENVIRONMENTAL COMPLIANCE

  	
   

  	
  119

  
	
  SECTION 5.10

  	
   

  	
  TAXES

  	
   

  	
  120

  
	
  SECTION 5.11

  	
   

  	
  ERISA COMPLIANCE

  	
   

  	
  120

  
	
  SECTION 5.12

  	
   

  	
  SUBSIDIARIES; EQUITY INTERESTS

  	
   

  	
  121

  
	
  SECTION 5.13

  	
   

  	
  MARGIN REGULATIONS; INVESTMENT COMPANY ACT

  	
   

  	
  121

  
	
  SECTION 5.14

  	
   

  	
  DISCLOSURE

  	
   

  	
  122

  
	
  SECTION 5.15

  	
   

  	
  INTELLECTUAL PROPERTY; LICENSES, ETC

  	
   

  	
  122

  
	
  SECTION 5.16

  	
   

  	
  SOLVENCY

  	
   

  	
  122

  
	
  SECTION 5.17

  	
   

  	
  SUBORDINATION OF JUNIOR FINANCING

  	
   

  	
  122

  
						



 



 ii
 









 


	
  SECTION 5.18

  	
   

  	
  LABOR MATTERS

  	
   

  	
  122

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE VI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  AFFIRMATIVE
  COVENANTS

  	 

	
   

  	 

	
  SECTION 6.01

  	
   

  	
  FINANCIAL STATEMENTS

  	
   

  	
  123

  	 

	
  SECTION 6.02

  	
   

  	
  CERTIFICATES; OTHER INFORMATION

  	
   

  	
  124

  	 

	
  SECTION 6.03

  	
   

  	
  NOTICES

  	
   

  	
  126

  	 

	
  SECTION 6.04

  	
   

  	
  PAYMENT OF OBLIGATIONS

  	
   

  	
  126

  	 

	
  SECTION 6.05

  	
   

  	
  PRESERVATION OF EXISTENCE, ETC

  	
   

  	
  126

  	 

	
  SECTION 6.06

  	
   

  	
  MAINTENANCE OF PROPERTIES

  	
   

  	
  126

  	 

	
  SECTION 6.07

  	
   

  	
  MAINTENANCE OF INSURANCE

  	
   

  	
  126

  	 

	
  SECTION 6.08

  	
   

  	
  COMPLIANCE WITH LAWS

  	
   

  	
  127

  	 

	
  SECTION 6.09

  	
   

  	
  BOOKS AND RECORDS

  	
   

  	
  127

  	 

	
  SECTION 6.10

  	
   

  	
  INSPECTION RIGHTS

  	
   

  	
  127

  	 

	
  SECTION 6.11

  	
   

  	
  COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY

  	
   

  	
  127

  	 

	
  SECTION 6.12

  	
   

  	
  COMPLIANCE WITH ENVIRONMENTAL LAWS

  	
   

  	
  130

  	 

	
  SECTION 6.13

  	
   

  	
  FURTHER ASSURANCES AND POST-CLOSING CONDITIONS

  	
   

  	
  130

  	 

	
  SECTION 6.14

  	
   

  	
  DESIGNATION OF SUBSIDIARIES

  	
   

  	
  131

  	 

	
  SECTION 6.15

  	
   

  	
  FLOOD INSURANCE

  	
   

  	
  132

  	 

	
  SECTION 6.16

  	
   

  	
  ORBITZ INDEBTEDNESS

  	
   

  	
  132

  	 

	
  SECTION 6.17

  	
   

  	
  POST-CLOSING MATTERS

  	
   

  	
  132

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE VII

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  NEGATIVE
  COVENANTS

  	 

	
   

  	 

	
  SECTION 7.01

  	
   

  	
  LIENS

  	
   

  	
  133

  	 

	
  SECTION 7.02

  	
   

  	
  INVESTMENTS

  	
   

  	
  136

  	 

	
  SECTION 7.03

  	
   

  	
  INDEBTEDNESS

  	
   

  	
  140

  	 

	
  SECTION 7.04

  	
   

  	
  FUNDAMENTAL CHANGES

  	
   

  	
  144

  	 

	
  SECTION 7.05

  	
   

  	
  DISPOSITIONS

  	
   

  	
  145

  	 

	
  SECTION 7.06

  	
   

  	
  RESTRICTED PAYMENTS

  	
   

  	
  148

  	 

	
  SECTION 7.07

  	
   

  	
  CHANGE IN NATURE OF BUSINESS

  	
   

  	
  151

  	 

	
  SECTION 7.08

  	
   

  	
  TRANSACTIONS WITH AFFILIATES

  	
   

  	
  151

  	 

	
  SECTION 7.09

  	
   

  	
  BURDENSOME AGREEMENTS

  	
   

  	
  152

  	 

	
  SECTION 7.10

  	
   

  	
  USE OF PROCEEDS

  	
   

  	
  153

  	 

	
  SECTION 7.11

  	
   

  	
  MAXIMUM TOTAL LEVERAGE RATIO

  	
   

  	
  153

  	 

	
  SECTION 7.12

  	
   

  	
  ACCOUNTING CHANGES

  	
   

  	
  153

  	 

	
  SECTION 7.13

  	
   

  	
  PREPAYMENTS, ETC. OF INDEBTEDNESS

  	
   

  	
  154

  	 

	
  SECTION 7.14

  	
   

  	
  EQUITY INTERESTS OF THE BORROWER AND RESTRICTED
  SUBSIDIARIES

  	
   

  	
  154

  	 

	
  SECTION 7.15

  	
   

  	
  HOLDING COMPANY; FOREIGN SUBSIDIARIES

  	
   

  	
  154

  	 




 



 iii
 









 


	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVENTS OF
  DEFAULT AND REMEDIES

  
	
   

  
	
  SECTION 8.01

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  155

  
	
  SECTION 8.02

  	
   

  	
  REMEDIES UPON EVENT OF DEFAULT

  	
   

  	
  157

  
	
  SECTION 8.03

  	
   

  	
  EXCLUSION OF IMMATERIAL SUBSIDIARIES

  	
   

  	
  158

  
	
  SECTION 8.04

  	
   

  	
  APPLICATION OF FUNDS

  	
   

  	
  158

  
	
  SECTION 8.05

  	
   

  	
  BORROWER’S RIGHT TO CURE

  	
   

  	
  159

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE
  AGENT AND OTHER AGENTS

  
	
   

  
	
  SECTION 9.01

  	
   

  	
  APPOINTMENT AND AUTHORIZATION OF AGENTS.

  	
   

  	
  160

  
	
  SECTION 9.02

  	
   

  	
  DELEGATION OF DUTIES

  	
   

  	
  161

  
	
  SECTION 9.03

  	
   

  	
  LIABILITY OF AGENTS

  	
   

  	
  161

  
	
  SECTION 9.04

  	
   

  	
  RELIANCE BY AGENTS

  	
   

  	
  162

  
	
  SECTION 9.05

  	
   

  	
  NOTICE OF DEFAULT

  	
   

  	
  162

  
	
  SECTION 9.06

  	
   

  	
  CREDIT DECISION; DISCLOSURE OF INFORMATION BY AGENTS

  	
   

  	
  163

  
	
  SECTION 9.07

  	
   

  	
  INDEMNIFICATION OF AGENTS

  	
   

  	
  163

  
	
  SECTION 9.08

  	
   

  	
  AGENTS IN THEIR INDIVIDUAL CAPACITIES

  	
   

  	
  164

  
	
  SECTION 9.09

  	
   

  	
  SUCCESSOR AGENTS

  	
   

  	
  164

  
	
  SECTION 9.10

  	
   

  	
  ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM

  	
   

  	
  165

  
	
  SECTION 9.11

  	
   

  	
  COLLATERAL AND GUARANTY MATTERS

  	
   

  	
  166

  
	
  SECTION 9.12

  	
   

  	
  OTHER AGENTS; ARRANGERS AND MANAGERS

  	
   

  	
  166

  
	
  SECTION 9.13

  	
   

  	
  APPOINTMENT OF SUPPLEMENTAL ADMINISTRATIVE AGENTS

  	
   

  	
  167

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  
	
  SECTION 10.01

  	
   

  	
  AMENDMENTS, ETC

  	
   

  	
  168

  
	
  SECTION 10.02

  	
   

  	
  NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES

  	
   

  	
  170

  
	
  SECTION 10.03

  	
   

  	
  NO WAIVER; CUMULATIVE REMEDIES

  	
   

  	
  171

  
	
  SECTION 10.04

  	
   

  	
  ATTORNEY COSTS, EXPENSES AND TAXES

  	
   

  	
  172

  
	
  SECTION 10.05

  	
   

  	
  INDEMNIFICATION BY THE BORROWER

  	
   

  	
  172

  
	
  SECTION 10.06

  	
   

  	
  PAYMENTS SET ASIDE

  	
   

  	
  173

  
	
  SECTION 10.07

  	
   

  	
  SUCCESSORS AND ASSIGNS

  	
   

  	
  173

  
	
  SECTION 10.08

  	
   

  	
  CONFIDENTIALITY

  	
   

  	
  178

  
	
  SECTION 10.09

  	
   

  	
  SETOFF

  	
   

  	
  179

  
	
  SECTION 10.10

  	
   

  	
  INTEREST RATE LIMITATION

  	
   

  	
  179

  
	
  SECTION 10.11

  	
   

  	
  COUNTERPARTS

  	
   

  	
  180

  



 



 iv
 









 


	
  SECTION 10.12

  	
   

  	
  INTEGRATION

  	
   

  	
  180

  
	
  SECTION 10.13

  	
   

  	
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

  	
   

  	
  180

  
	
  SECTION 10.14

  	
   

  	
  SEVERABILITY

  	
   

  	
  180

  
	
  SECTION 10.15

  	
   

  	
  TAX FORMS

  	
   

  	
  181

  
	
  SECTION 10.16

  	
   

  	
  GOVERNING LAW

  	
   

  	
  183

  
	
  SECTION 10.17

  	
   

  	
  WAIVER OF RIGHT TO TRIAL BY JURY

  	
   

  	
  183

  
	
  SECTION 10.18

  	
   

  	
  BINDING EFFECT

  	
   

  	
  183

  
	
  SECTION 10.19

  	
   

  	
  JUDGMENT CURRENCY

  	
   

  	
  184

  
	
  SECTION 10.20

  	
   

  	
  LENDER ACTION

  	
   

  	
  184

  
	
  SECTION 10.21

  	
   

  	
  USA PATRIOT ACT

  	
   

  	
  184

  
	
  SECTION 10.22

  	
   

  	
  AGENT FOR SERVICE OF PROCESS

  	
   

  	
  184

  



 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01A

  	
   

  	
  [Reserved]

  
	
  1.01B

  	
   

  	
  Certain Security Interests and Guarantees

  
	
  1.01C

  	
   

  	
  Unrestricted Subsidiaries

  
	
  1.01D

  	
   

  	
  Mandatory Cost

  
	
  1.01E

  	
   

  	
  Existing Letters of Credit

  
	
  1.01F

  	
   

  	
  [Reserved]

  
	
  1.01G

  	
   

  	
  Excluded Subsidiaries

  
	
  2.01

  	
   

  	
  Dollar Revolving
  Credit Commitment; Alternative Currency Revolving Credit Commitment; New
  Post-First Amendment and Restatement Synthetic L/C Commitment

  
	
  2.01(a)

  	
   

  	
  Delayed Draw Term Commitment

  
	
  2.01(b)

  	
   

  	
  Euro Term Commitment

  
	
  2.03(a)(iii)(B) 

  	
   

  	
  Certain Letters of Credit

  
	
  5.05

  	
   

  	
  Certain Liabilities

  
	
  5.09(b)

  	
   

  	
  Environmental Matters

  
	
  5.09(d)

  	
   

  	
  Hazardous Materials

  
	
  5.10

  	
   

  	
  Taxes

  
	
  5.11(a)

  	
   

  	
  ERISA Compliance

  
	
  5.12

  	
   

  	
  Subsidiaries and Other Equity Investments

  
	
  7.01(b)

  	
   

  	
  Existing Liens

  
	
  7.02(f)

  	
   

  	
  Existing Investments

  
	
  7.03(b)

  	
   

  	
  Existing Indebtedness

  
	
  7.04(f)

  	
   

  	
  Permitted Subsidiary Fundamental Changes

  
	
  7.05(k)

  	
   

  	
  Dispositions

  
	
  7.05(m)

  	
   

  	
  Permitted Subsidiary Dispositions

  
	
  7.08

  	
   

  	
  Transactions with Affiliates

  
	
  7.09

  	
   

  	
  Existing Restrictions

  
	
  10.02

  	
   

  	
  Administrative Agent’s Office, Certain Addresses for
  Notices

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  




 v
 









 


	
  Form of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Committed Loan Notice

  
	
  B

  	
   

  	
  Swing Line Loan Notice

  
	
  C-1

  	
   

  	
  Original Tranche B Dollar Term Note

  
	
  C-2

  	
   

  	
  Delayed Draw Term Note

  
	
  C-3

  	
   

  	
  Euro Term Note

  
	
  C-4

  	
   

  	
  Dollar Revolving Credit Note

  
	
  C-5

  	
   

  	
  Alternative Currency Revolving Credit Note

  
	
  C-6

  	
   

  	
  Post-First Amendment and Restatement Synthetic L/C
  Note

  
	
  D

  	
   

  	
  Compliance Certificate

  
	
  E

  	
   

  	
  Assignment and Assumption

  
	
  F

  	
   

  	
  Guaranty

  
	
  G

  	
   

  	
  Security Agreement

  
	
  H

  	
   

  	
  [Reserved]

  
	
  I

  	
   

  	
  Opinion Matters — Counsel to Loan Parties

  
	
  J

  	
   

  	
  Intellectual Property Security Agreement

  



 



 vi















CREDIT AGREEMENT


This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 23, 2007, among
TRAVELPORT LLC. (F/K/A TRAVELPORT INC.), a Delaware limited liability company
(the “Borrower”), TRAVELPORT LIMITED (F/K/A
TDS INVESTOR (BERMUDA) LTD.), a company incorporated under the laws of Bermuda
(“Holdings”), WALTONVILLE LIMITED, a
company incorporated under the laws of Gibraltar (“Intermediate
Parent”),  UBS AG, Stamford
Branch as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line
Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and LEHMAN BROTHERS
INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation
Agents.


PRELIMINARY STATEMENTS


The Borrower, Holdings, Intermediate Parent, UBS AG,
STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE
LLC, as Swing Line Lender,  CREDIT SUISSE
SECURITIES (USA) LLC, as Syndication Agent, and LEHMAN BROTHERS INC., CITICORP
NORTH AMERICA, INC. and DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Documentation
Agents, and the lenders party thereto (the “Original
Lenders”) have previously entered into a credit agreement, dated as
of August 23, 2006 (the “Original Credit Agreement”)
(which term shall, unless the context otherwise requires, include any amendment
thereto prior to the Second Amendment and Restatement Effective Date (as defined
below).


Pursuant to Amendment No. 1 (“Amendment
No. 1”) to the Original Credit Agreement, dated as of August 31,
2006, the Original Credit Agreement was amended.


Pursuant to the Repricing Amendment Agreement dated as
of January 29, 2007 among the Borrower, Holdings, Intermediate Parent, the
Administrative Agent and certain Original Lenders (the “Repricing
Amendment Agreement”), the Original Credit Agreement was amended and
restated in its entirety (such amendment and restatement, the “First Amended and Restated Credit Agreement”).


The Borrower has requested that simultaneously with
the consummation of the acquisition of all of the capital stock of Worldspan
Technologies Inc. (“Worldspan”),
from its existing shareholders (the “Worldspan Acquisition”),
pursuant to a merger agreement dated as of December 7, 2006 (the “Worldspan Merger Agreement”) entered into in connection
therewith, (a) the Delayed Draw Term Lenders extend credit to the Borrower in
the form of Delayed Draw Term Loans in an initial aggregate amount not to
exceed the Delayed Draw Term Commitments of the Delayed Draw Term Lenders, (b)
the Dollar Revolving Credit Lenders increase the Dollar Revolving Credit
Facility by an initial aggregate Dollar Amount of $25,000,000, (c) the New Post-First
Amendment and Restatement Synthetic L/C Lenders extend the New Post-First
Amendment and Restatement Synthetic L/C Facility in an initial aggregate Dollar
Amount of $25,000,000, which New Facilities shall have substantially identical
terms and 



 1
 









conditions as the Original Facilities and (d) the Euro
Term Lenders consent to the changes to the Applicable Rate for Euro Term Loans
set forth herein.


The proceeds of the Delayed Draw Term Loans will be
used to (i) finance the repayment of substantially all existing Indebtedness of
Worldspan, including without limitation, the repayment in full of Worldspan
Existing Credit Facilities, but excluding any Indebtedness set forth on Schedule
7.03(b), (ii) pay the consideration for the Worldspan Acquisition, and
(iii) pay costs and expenses related to the Worldspan Transactions.  Additionally, the Worldspan PIK Notes will be
cancelled.  The proceeds of Revolving
Credit Loans made after the Worldspan Closing Date will be used for working
capital and other general corporate purposes of Holdings and its Subsidiaries,
including the financing of Permitted Acquisitions.  Swing Line Loans and Letters of Credit will
be used for general corporate purposes of Holdings and its Subsidiaries.


The parties hereto wish to amend and restate the First
Amended and Restated Credit Agreement in its entirety to (a) permit the
Worldspan Acquisition and the other Worldspan Transactions, (b) provide for the
Delayed Draw Term Loans, (c) provide for the increase in Revolving Credit
Commitments, (d) provide for the increase in the Post-First Amendment and
Restatement Synthetic L/C Commitments, (e) incorporate repricing provisions for
the Euro Term Loans and (f) to make the other changes set forth herein.


The parties hereto intend that (i) all Loans, Letters
of Credit or other Credit Extensions outstanding under the First Amended and
Restated Credit Agreement (each as defined in the First Amended and Restated
Credit Agreement) shall continue as Loans, Letters of Credit or other Credit Extensions,
as applicable, under this Agreement, (ii) all amounts owing by the Borrower
under the First Amended and Restated Credit Agreement to any Person in respect
of accrued and unpaid interest and fees on the Loans, Commitments and Letters
of Credit (each as defined in the First Amended and Restated Credit Agreement)
shall continue to be due and owing on such Loans, Commitments and Letters of
Credit under this Agreement and (iii) any Person entitled to the benefits of
Article III or Section 10.05 of the First Amended and Restated Credit Agreement
shall continue to be entitled to the benefits of the corresponding provisions
of this Agreement.


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


ARTICLE I


Definitions
and Accounting Terms


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


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



 2
 









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


“Act” has the
meaning specified in Section 10.21.


“Additional Lender”
has the meaning specified in Section 2.14(a).


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


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


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


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


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


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


“Aggregate Commitments”
means the Commitments of all the Lenders.


“Agreement”
means this Amended and Restated Credit Agreement.


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


“Alternative Currency”
means Sterling or Euros.


“Alternative Currency
Revolving Credit Borrowing” means a borrowing consisting of
simultaneous Alternative Currency Revolving Credit Loans of the same Type and
having the same Interest Period made by each of the Alternative Currency
Revolving Credit Lenders pursuant to Section 2.01(c).


“Alternative Currency
Revolving Credit Commitment” means, as to each Alternative Currency
Revolving Credit Lender, its obligation to (a) make Alternative Currency 



 3
 









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


“Alternative Currency
Revolving Credit Exposure” means, as to each Alternative Currency
Revolving Credit Lender, the sum of the outstanding principal amount of such Alternative
Currency Revolving Credit Lender’s Alternative Currency Revolving Credit Loans
and its Pro Rata Share of the Alternative Currency Revolving L/C Obligations at
such time.


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


“Alternative Currency
Revolving Credit Lender” means, at any time, any Lender that has an
Alternative Currency Revolving Credit Commitment at such time.


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


“Alternative
Currency Revolving Credit Note” means a promissory note of the
Borrower payable to any Alternative Currency Revolving Credit Lender or its
registered assigns, in substantially the form of Exhibit C-5
hereto, evidencing the aggregate Indebtedness of the Borrower to such
Alternative Currency Revolving Credit Lender resulting from the Alternative
Currency Revolving Credit Loans made by such Alternative Currency Revolving
Credit Lender.


“Alternative Currency
Revolving L/C Advance” means, with respect to each Alternative
Currency Revolving Credit Lender, such Lender’s funding of its participation in
any Alternative Currency Revolving L/C Borrowing in accordance with its Pro
Rata Share.


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


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


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



 4
 









Currency Revolving Letters of Credit hereunder, or any
successor issuer of Alternative Currency Revolving Letters of Credit hereunder.


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


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


“Amendment No. 1”
has the meaning specified in the preliminary statements hereto.


“Applicable Rate”
means a percentage per annum equal to, with respect to Revolving Credit Loans,
unused Revolving Credit Commitments, Revolving Letter of Credit fees, Tranche B
Dollar Term Loans, Euro Term Loans and Post-First Amendment and
Restatement Synthetic L/C facility fees, the following percentages per annum,
based upon the Total Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b)
(or, until the first such Compliance Certificate is delivered hereunder, the
most recent Compliance Certificate received by the Administrative Agent pursuant
to Section 6.02(b) of the First Amended and Restated Credit Agreement):


	
  Applicable Rate

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Total Leverage

  Ratio

  	
   

  	
  Eurocurrency

  Rate for Revolving

  Credit Loans

  and Revolving

  Letter of

  Credit Fees

  	
   

  	
  Base Rate

  for 

  Revolving

  Credit

  Loans

  	
   

  	
  Commitment

  Fee Rate

  	
   

  	
  Post-First

  Amendment and

  Restatement

  Synthetic L/C

  Facility Fee

  	
   

  	
  Eurocurrency

  Rate for

  Tranche B

  Dollar Term

  Loans and

  Euro Term

  Loans

  	
   

  	
  Base Rate for

  Tranche B

  Dollar Term

  Loans

  	
   

  
	
  1

  	
   

  	
  >4.5:1

  	
   

  	
  2.75

  	
  %

  	
  1.75

  	
  %

  	
  0.50

  	
  %

  	
  2.50

  	
  %

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  2

  	
   

  	
  <4.5:1
  but >4.0:1

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  	
  0.50

  	
  %

  	
  2.25

  	
  %

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  3

  	
   

  	
  <4.0:1
  but >3.5:1

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  	
  0.50

  	
  %

  	
  2.25

  	
  %

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  4

  	
   

  	
  <3.5:1
  but >3.0:1

  	
   

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  	
  0.375

  	
  %

  	
  2.25

  	
  %

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  5

  	
   

  	
  <3.0:1

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  	
  0.375

  	
  %

  	
  2.25

  	
  %

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  



 


Any increase or decrease in the Applicable Rate
resulting from a change in the Total Leverage Ratio shall become effective as
of the first Business Day immediately following the date a Compliance
Certificate is delivered pursuant to Section 6.02(b); provided
that at the option of the Administrative Agent or the Required Lenders, the
highest Pricing Level shall apply (x) as of the first Business Day after the
date on which a Compliance Certificate was required to have been delivered but
was not delivered, and shall continue to so apply to and including the date on 



 5
 









which such Compliance Certificate is so delivered (and
thereafter the Pricing Level otherwise determined in accordance with this
definition shall apply) and (y) as of the first Business Day after an Event of
Default under Section 8.01(a) shall have occurred and be continuing, and shall
continue to so apply to but excluding the date on which such Event of Default
is cured or waived (and thereafter the Pricing Level otherwise determined in
accordance with this definition shall apply).


“Appropriate Lender”
means, at any time, (a) with respect to Loans of any Class, the Lenders of such
Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and
(ii) (x) with respect to any Dollar Revolving Letters of Credit issued pursuant
to Section 2.03(a), the Dollar Revolving Credit Lenders, (y) with respect to
any Alternative Currency Revolving Letters of Credit issued pursuant to Section
2.03(a), the Alternative Currency Revolving Credit Lenders and (z) with respect
to any Synthetic L/C Letters of Credit issued pursuant to Section 2.03(a), the
Post-First Amendment and Restatement Synthetic L/C Lenders and (c) with respect
to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing
Line Loans are outstanding pursuant to Section 2.04(a), the Dollar Revolving
Credit Lenders.


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


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


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


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


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


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


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


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


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


“Base Rate”
means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect
for such day as publicly announced from time to time by UBS AG, Stamford Branch
as its “prime rate.”  The 



 6
 









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


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


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


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term Borrowing or
a Post-First Amendment and Restatement Synthetic L/C Borrowing, as the
context may require.


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


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


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


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


“Capital Expenditures”
means, for any period, the aggregate of (a) all expenditures (whether paid in
cash or accrued as liabilities) by Holdings, the Borrower and the Restricted
Subsidiaries during such period that, in conformity with GAAP, are or are
required to be included as additions during such period to property, plant or
equipment reflected in the consolidated balance sheet of Holdings, the Borrower
and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures for
such period and (c) the value of all assets under Capitalized Leases incurred
by Holdings, the Borrower and the Restricted Subsidiaries during such period; provided  



 7
 









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


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


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


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


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


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



 8
 









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


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


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


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


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


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


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



 9
 









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


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


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


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


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


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


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


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


“Change of Control”
means the earliest to occur of


(a) the Permitted Holders ceasing to have the power,
directly or indirectly, to vote or direct the voting of securities having a
majority of the ordinary voting power for the election of directors of
Holdings; provided that the occurrence of the
foregoing event shall not be deemed a Change of Control if,


(i)            any time
prior to the consummation of a Qualifying IPO, and for any reason whatsoever,
(A) the Permitted Holders otherwise have the right, directly or indirectly, 



 10
 









to designate (and do so designate) a majority of the
board of directors of Holdings at such time or (B) the Permitted Holders own a majority
of the outstanding voting Equity Interests of Holdings at such time, or


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


(b)           any
“Change of Control” (or any comparable term) in any document pertaining to the
High Yield Notes or any Junior Financing with an aggregate outstanding
principal amount in excess of the Threshold Amount; or


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


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


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


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


“Collateral”
means all the “Collateral” as defined in any Collateral Document and shall
include the Mortgaged Properties.


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



 11
 









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


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


(b)           all
Obligations shall have been unconditionally guaranteed (the “Guarantees”) by Holdings, any Intermediate Holding Company
and each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and
not an Excluded Subsidiary (each, a “Guarantor”);


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


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


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


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


(g)           the
Collateral Agent shall have received (i) counterparts of a Mortgage with
respect to (x) the owned real property of the Loan Parties located at 5350
South Valentia Way, Greenwood Village, Colorado delivered in accordance with
Section 6.16 of the Original Credit Agreement and (y) each owned property
required to be delivered pursuant to Section 6.11 (the “Mortgaged
Properties”) duly executed and delivered by 



 12
 









the record owner of such
property, (ii) a policy or policies of title insurance issued by a nationally
recognized title insurance company insuring the Lien of each such Mortgage as a
valid Lien on the property described therein, free of any other Liens except as
expressly permitted by Section 7.01, together with such endorsements,
coinsurance and reinsurance as the Administrative Agent may reasonably request,
and (iii) such existing surveys, existing abstracts, existing appraisals, legal
opinions and other documents as the Administrative Agent may reasonably request
with respect to any such Mortgaged Property.


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


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


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


“Commitment”
means a Term Commitment, a Delayed Draw Term Commitment, an Original Tranche B
Dollar Term Commitment, a Revolving Credit Commitment or a Post-First
Amendment and Restatement Synthetic L/C Commitment as the context may require.


“Commitment Letter”
means the Commitment Letter dated December 7, 2006 among Travelport LLC, Credit
Suisse, Credit Suisse Securities (USA) LLC, Lehman Commercial Paper Inc.,
Lehman Brothers Inc., UBS Loan Finance LLC, UBS AG, Stamford Branch and UBS Securities
LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc. and Goldman Sachs
Credit Partners L.P.



 13















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


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


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


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


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


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


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


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


(iv)          Non-Cash
Charges,


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


(vi)          restructuring
charges or reserves (including restructuring costs related to acquisitions
after the date hereof and to closure/consolidation of facilities),


(vii)         any
deductions attributable to minority interests,


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



 14
 









(ix)           the
amount of any restructuring charges, integration costs or other business
optimization expenses or reserves deducted (and not added back) in such period
in computing Consolidated Net Income, including any one-time costs incurred
in connection with acquisitions after the Original Closing Date and costs
related to the closure and/or consolidation of facilities, the separation from
Cendant Corporation and the business-to-consumer platform,


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


(xi)           the
amount of net cost savings projected by the Borrower in good faith to be
realized as a result of specified actions taken during or prior to such period
(calculated on a pro forma basis as though such cost savings had been realized
on the first day of such period), net of the amount of actual benefits realized
during such period from such actions; provided that
(A) such cost savings are reasonably identifiable and factually supportable,
(B) such actions are taken no later than 36 months after the Original
Closing Date, (C) no cost savings shall be added pursuant to this clause (xi)
to the extent duplicative of any expenses or charges relating to such cost
savings that are included in clause (vi) above with respect to such period and
(D) the aggregate amount of cost savings added pursuant to this clause (xi)
shall not exceed $150,000,000 for any period consisting of four consecutive
quarters,


(xii) without duplication of any amounts added back to Consolidated EBITDA
in such period pursuant to the last clause (iii) of this definition of “Consolidated
EBITDA”, the amount of net cost savings resulting from the Worldspan
Acquisition projected by the Borrower in good faith to be realized as a result
of specified actions projected to be taken (calculated on a pro forma basis as
though such cost savings had been realized on the first day of such period),
net of the amount of actual benefits realized during such period from such
actions; provided that (A) such cost savings
are reasonably identifiable and factually supportable, (B) no cost savings shall
be added pursuant to this clause (xii) to the extent duplicative of any
expenses or charges relating to such cost savings that are included in clause
(vi) above with respect to such period and (C) the aggregate amount of cost
savings added pursuant to this clause (xii) shall not exceed $100,000,000 for
any period consisting of four consecutive quarters, and


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


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



 15
 









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


(ii)           (a) non-cash
gains (excluding any non-cash gain to the extent it represents the
reversal of an accrual or reserve for a potential cash item that reduced
Consolidated EBITDA in any prior period) and (b) for the year ended December
31, 2005, an aggregate of (i) $12.5 million applicable to changes in estimates
with respect to the allowance for doubtful accounts, (ii) $11.1 million applicable
to changes in estimates of breakage revenues relating to vendor liabilities and
(iii) $2.7 million applicable to changes in estimates with respect to Orbitz’s
affinity credit card-related liability, in each case as recorded on a
quarterly basis,


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


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


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


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


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


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


(iii)          without
duplication of any amounts added back to Consolidated EBITDA in such period
pursuant to clause (xii) of this definition of “Consolidated EBITDA”, there
shall be included in determining Consolidated EBITDA for any period, without
duplication, (A) the Acquired EBITDA of any Person, property, business or asset
acquired by Holdings, Intermediate Parent, the Borrower or any Restricted
Subsidiary during such period (but not the Acquired EBITDA of any related
Person, property, business or assets to the extent not so acquired), to the
extent not subsequently sold, transferred or otherwise disposed by the Borrower
or such Restricted Subsidiary during such period (each such Person, property,
business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired
EBITDA of such Acquired Entity or Business for such period (including the
portion thereof occurring prior to such acquisition) and (B) for the purposes
of the definition of the term “Permitted Acquisition” 



 16
 









and Section 7.11, an adjustment in respect of each
Acquired Entity or Business equal to the amount of the Pro Forma Adjustment
with respect to such Acquired Entity or Business for such period (including the
portion thereof occurring prior to such acquisition) as specified in a
certificate executed by a Responsible Officer and delivered to the Lenders and
the Administrative Agent and (C) for purposes of determining the Total Leverage
Ratio only, there shall be excluded in determining Consolidated EBITDA for any
period the Disposed EBITDA of any Person, property, business or asset sold,
transferred or otherwise disposed of, closed or classified as discontinued
operations by Holdings, the Borrower or any Restricted Subsidiary during such
period (each such Person, property, business or asset so sold or disposed of, a
“Sold Entity or Business”), based on the
actual Disposed EBITDA of such Sold Entity or Business for such period
(including the portion thereof occurring prior to such sale, transfer or disposition).


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


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


“Consolidated Net Income”
means, for any period, the net income (loss) of Holdings, the Borrower and the
Restricted Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, excluding, without duplication, (a) the net income of any Restricted
Subsidiary of Holdings (other than any Guarantors) during such period to the
extent that the declaration or payment of dividends or similar distributions by
such Restricted Subsidiary of that income is not permitted by operation of the
terms of its organizational documents or any agreement, instrument or
requirement of law or regulation applicable to that Restricted Subsidiary
during such period unless such restriction has been legally waived (b)
extraordinary items for such period, (c) the cumulative effect of a change
in accounting principles during such period to the extent included in
Consolidated Net Income, (d) in the case of any period that includes a 



 17
 









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


“Consolidated Total Debt”
means, as of any date of determination, (a)(i) the aggregate principal amount
of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries
outstanding on such date, determined on a consolidated basis in accordance with
GAAP (but excluding the effects of any discounting of Indebtedness resulting
from the application of purchase accounting in connection with the Transaction
or any Permitted Acquisition), consisting of Indebtedness for borrowed money,
obligations in respect of Capitalized Leases and debt obligations evidenced by
promissory notes or similar instruments, plus (ii) on and after the
Worldspan Closing Date, the present value of all remaining payments due under
the FASA Credits at an assumed 11% discount rate (unless remaining payments
under the FASA Credits are classified as a liability on the consolidated
balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP), in which
case, the amount under this clause (ii) shall be the amount of such liability, minus
(b) the aggregate amount of cash and Cash Equivalents (in each case, free and
clear of all Liens, other than nonconsensual Liens permitted by Section 7.01
and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section
7.01(u)) included in the consolidated balance sheet of Holdings, the Borrower
and the Restricted Subsidiaries as of such date; provided
that Consolidated Total Debt shall not include the Post-First Amendment
and Restatement Synthetic L/C 



 18
 









Facility or the Post-First Amendment and
Restatement Credit-Linked Deposits, except to the extent of Unreimbursed
Amounts thereunder (including in such Unreimbursed Amounts outstanding Post-First
Amendment and Restatement Synthetic L/C Loans).


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


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


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


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


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


“Credit Extension”
means each of the following:  (a) a
Borrowing and (b) an L/C Credit Extension.


“Cumulative Excess Cash
Flow” has the meaning specified in Section 7.06(i).


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


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


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable
Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with 



 19
 









respect to a Eurocurrency Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2.0%
per annum, in each case, to the fullest extent permitted by applicable Laws.


“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Tranche B
Dollar Term Loans, Euro Term Loans, Revolving Credit Loans, participations in
Revolving L/C Obligations or participations in Swing Line Loans required to be
funded by it hereunder within one (1) Business Day of the date required to be
funded by it hereunder, unless the subject of a good faith dispute or
subsequently cured, (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 (1) Business Day of the date when due, unless the subject of a good
faith dispute or subsequently cured, or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.


“Delayed Draw Term
Commitment” means, as to each Delayed Draw Term Lender, its
obligation to make a Delayed Draw Term Loan to the Borrower pursuant to Section
2.01(a)(ii) denominated in Dollars in an aggregate Dollar Amount not to exceed
the amount set forth opposite such Lender’s name on Schedule 2.01(a) under the
caption “Delayed Draw Term Commitment” or in the Assignment and Assumption
pursuant to which such Delayed Draw Term Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with
this Agreement.  The initial aggregate
amount of the Delayed Draw Term Commitments is $1,040,000,000 as of the Second
Amendment and Restatement Effective Date.


“Delayed Draw Term Lender”
means, at any time, any Lender that has a Delayed Draw Term Commitment or a
Delayed Draw Term Loan at such time.


“Delayed Draw Term Loan”
means a Loan made pursuant to Section 2.01(a)(ii).


“Delayed Draw Term Note”
means a promissory note of the Borrower payable to any Delayed Draw Term Lender
or its registered assigns, in substantially the form of Exhibit C-2
hereto, evidencing the aggregate Indebtedness of the Borrower to such Delayed
Draw Term Lender resulting from the Delayed Draw Term Loans made by such
Delayed Draw Term Lender.


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


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


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


“Disposed EBITDA”
means, with respect to any Sold Entity or Business for any period, the amount
for such period of Consolidated EBITDA of such Sold Entity or Business 



 20
 









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


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


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


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


“Dollar Amount”
means, at any time:


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


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


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


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


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


“Dollar Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Dollar Revolving
Credit Loans of the same Type and, in the case of Eurocurrency Rate 



 21
 









Loans, having the same Interest Period made by each of
the Dollar Revolving Credit Lenders pursuant to Section 2.01(c)(i).


“Dollar Revolving Credit
Commitment” means, as to each Dollar Revolving Credit Lender, its
obligation to (a) make Dollar Revolving Credit Loans to the Borrowers pursuant
to Section 2.01(c)(i), (b) purchase participations in Dollar Revolving L/C
Obligations in respect of Dollar Revolving Letters of Credit and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth, and opposite such Lender’s
name on Schedule 2.01 under the caption “Dollar Revolving Credit Commitment” or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.  The
aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit
Lenders shall be $175,000,000 on the Second Amendment and Restatement Effective
Date, as such amount may be adjusted from time to time in accordance with the
terms of this Agreement; provided that
the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving
Credit Lenders shall increase to $200,000,000 on the Worldspan Closing Date, as
such amount may be adjusted from time to time in accordance with the terms of
this Agreement.


“Dollar Revolving Credit
Exposure” means, as to each Dollar Revolving Credit Lender, the sum
of the outstanding principal amount of such Revolving Credit Lender’s Dollar
Revolving Credit Loans and its Pro Rata Share of the Dollar Revolving L/C
Obligations and the Swing Line Obligations at such time.


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


“Dollar Revolving Credit
Lender” means an Original Dollar Revolving Credit Lender, an Increased
Original Dollar Revolving Credit Lender or a New Dollar Revolving Credit
Lender, as the context may require, and are referred to collectively as the “Dollar Revolving Credit Lenders”.


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


“Dollar Revolving
Credit Note” means a promissory note of the Borrower payable to any
Dollar Revolving Credit Lender or its registered assigns, in substantially the
form of Exhibit C-4 hereto, evidencing the aggregate Indebtedness
of the Borrower to such Dollar Revolving Credit Lender resulting from the
Dollar Revolving Credit Loans made by such Revolving Credit Lender.


“Dollar Revolving L/C Advance” means, with
respect to each Dollar Revolving Credit Lender, such Lender’s funding of its participation
in any Dollar Revolving L/C Borrowing in accordance with its Pro Rata Share.


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



 22
 









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


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


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


“Dollar Revolving Letter of
Credit” means a Letter of Credit denominated in Dollars.


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


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


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


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


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


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


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for
damages, costs of environmental remediation, fines, penalties or indemnities),
of the Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous 



 23
 









Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is
assumed or imposed with respect to any of the foregoing.


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


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


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


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


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


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


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


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


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


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


(a)           the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the Dow Jones Market screen (or 



 24
 









any successor thereto)
that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars or Sterling (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest
Period, or, if different, the date on which quotations would customarily be
provided by leading banks in the London Interbank Market for deposits of
amounts in the relevant currency for delivery on the first day of such Interest
Period, 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 not be available, the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate
on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars or Sterling (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period, or, if
different, the date on which quotations would customarily be provided by leading
banks in the London Interbank Market for deposits of amounts in the relevant currency
for delivery on the first day of such Interest Period,


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


(d)           the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the Telerate page 248 (or any successor
thereto) for deposits in Euros (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period, determined as of
approximately 11:00 a.m. (Brussels time) two (2) Business Days prior to the
first day of such Interest Period, or, if different, the date on which
quotations would customarily be provided by leading banks in the European
interbank market for deposits of amounts in Euros for delivery on the first day
of such Interest Period,


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



 25
 









Period, or, if different,
the date on which quotations would customarily be provided by leading banks in
the European interbank market for deposits of amounts in Euros for delivery on
the first day of such Interest Period, or


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


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


“Euro Term Commitment”
means, as to each Euro Term Lender, its obligation to make a Euro Term Loan to
the Borrower pursuant to Section 2.01(b) in an aggregate Dollar Amount not to
exceed the amount set forth opposite such Lender’s name on Schedule 2.01(b)
under the caption “Euro Term Commitment” or in the Assignment and Assumption pursuant
to which such Euro Term Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this
Agreement.  The initial aggregate amount
of the Euro Term Commitments is €620,000,000.


“Euro Term Lender”
means, at any time, any Lender that has a Euro Term Commitment or a Euro Term
Loan at such time.


“Euro Term Loan”
means a Loan made pursuant to Section 2.01(b).


“Euro Term Note”
means a promissory note of the Borrower payable to any Euro Term Lender or its
registered assigns, in substantially the form of Exhibit C-3
hereto, evidencing the aggregate Indebtedness of the Borrower to such Euro Term
Lender resulting from the Euro Term Loans made by such Euro Term Lender.


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


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


(a)           the
sum, without duplication, of:


(i)            Consolidated
Net Income for such period,


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



 26
 









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


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


(b)           the
sum, without duplication, of:


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


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


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


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


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


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



 27
 









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


(viii)        the
amount of Restricted Payments paid during such period pursuant to Section
7.06(i) to the extent such Restricted Payments were financed with internally
generated cash flow of Holdings, the Borrower and the Restricted Subsidiaries,


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


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


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


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


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


“Exchange Rate”
means on any day with respect to any currency other than Dollars, the rate at
which such currency may be exchanged into Dollars, as set forth at
approximately 11:00 a.m. (London time) on such day on the Reuters World
Currency Page for such currency; in the event that such rate does not appear on
any Reuters World Currency Page, the Exchange Rate shall be determined by
reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Administrative Agent and the Borrower, or,
in the absence of such agreement, such Exchange Rate shall instead be the
arithmetic average of the spot rates of



 28















exchange of the Administrative Agent in the market
where its foreign currency exchange operations in respect of such currency are
then being conducted, at or about 10:00 a.m. (New York City time) on such date
for the purchase of Dollars for delivery two Business Days later.


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


“Existing Letters of Credit”
means the letters of credit outstanding on the Worldspan Closing Date and set
forth on Schedule 1.01E other than Letters of Credit under this
Agreement prior to the Worldspan Closing Date.


“Facility” means
the Tranche B Dollar Term Loans, the Euro Term Loans, the Letter of Credit
Facility, the Dollar Revolving Credit Facility, the Alternative Currency Revolving
Credit Facility or the Post-First Amendment and Restatement Synthetic L/C
Facility, as the context may require, and are referred to collectively as the “Facilities”.


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


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


“First Amended and Restated
Credit Agreement” has the meaning specified in the preliminary
statements hereto.


“First Amendment and
Restatement Effective Date” means the date that the conditions precedent
set forth in Section 4.01 of the First Amended and Restated Credit Agreement
were satisfied, which date was January 29, 2007.



 29
 









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


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


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


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


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


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


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


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


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


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


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



 30
 









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


“Guarantors” has
the meaning specified in the definition of “Collateral and Guarantee Requirement”.


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


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


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


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


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



 31
 









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


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


“Increased Original Dollar
Revolving Credit Lender” has the meaning given to such term in
Section 2.01(c).


“Increased
Original Revolving Credit Commitment” has the meaning given to such
term in Section 2.01(c).


“Incremental Amendment”
has the meaning specified in Section 2.14(a).


“Incremental Facility
Closing Date” has the meaning specified in Section 2.14(a).


“Incremental Term Loans”
has the meaning specified in Section 2.14(a).


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


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


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


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


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


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


(f)            all
Attributable Indebtedness;


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



 32
 









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


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


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


“Indemnitees”
has the meaning specified in Section 10.05.


“Information”
has the meaning specified in Section 10.08.


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


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


“Interest Period”
means, (a) as to each Eurocurrency Rate Loan subject to clauses (i) and (ii) of
Section 1.09(b) of the First Amended and Restated Credit Agreement and clause
(b) of the last sentence of Section 2.08(a), the period commencing on the date
such Eurocurrency Rate Loan is disbursed or converted to or continued as a
Eurocurrency Rate Loan and ending on the date one, two, three or six months
thereafter, or to the extent available to each Lender of such Eurocurrency Rate
Loan, nine or twelve months or less than one month thereafter, as selected by
the Borrower in its Committed Loan Notice (except for any Post-First Amendment and Restatement
Synthetic L/C Loan, which shall initially have an Interest Period coincident
with the Interest Period in effect for the Post-First Amendment and
Restatement Credit-Linked Deposits at the time such Loan is made, subject
to subsequent conversion in accordance with Section 2.02), and (b)(x) as to
Original Post-First Amendment and Restatement Credit Linked Deposits that
have been converted from Credit-Linked Deposits (as defined in the Original
Credit Agreement) pursuant to the provisions of the First Amended and Restated
Credit 



 33
 









Agreement, the period commencing on December 28, 2006,
(y) as to Original Post-First Amendment and Restatement Credit-Linked
Deposits that are made on the First Amendment and Restatement Effective Date
pursuant to a commitment under a Tranche B Lender Addendum, the period
commencing on the First Amendment and Restatement Effective Date, and, in each
case, ending on the last Business Day of March 2007 and, in each case, for each
period after such period, the day beginning on the last day of the previous
period and ending on the next succeeding day that is the first to occur of the
last Business Day of March, June, September or December, as the case may be,
and (z) as to the New Post-First Amendment and Restatement Credit-Linked
Deposits, the period commencing on the Worldspan Closing Date or on the last
day of the preceding Interest Period and ending on the next succeeding day
thereafter that is the last Business Day of March, June, September or December,
as the case may be; provided that:


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


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


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


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


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


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



 34
 









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


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


“IRS” means the
United States Internal Revenue Service.


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


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


“Junior Financing”
has the meaning specified in Section 7.13(a).


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


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


“L/C Borrowing”
means a Revolving L/C Borrowing or a Post-First Amendment and Restatement
Synthetic L/C Borrowing.


“L/C Credit
Extension” a Revolving L/C Credit Extension or a Post-First
Amendment and Restatement Synthetic L/C Credit Extension.


“L/C Issuer”
means a Revolving L/C Issuer or the Post-First Amendment and Restatement
Synthetic L/C Issuer.


“L/C Obligations”
means the Revolving L/C Obligations and the Post-First Amendment and
Restatement Synthetic L/C Obligations.


“Lender” has the
meaning specified in the introductory paragraph to this Agreement and, as the
context requires, includes, without limitation, any Delayed Draw Term Lender,
any Increased Original Dollar Revolving Credit Lender, any New Dollar Revolving
Credit Lender, an L/C Issuer and the Swing Line Lender, and their respective
successors and assigns as permitted hereunder, each of which is referred to
herein as a “Lender.”



 35
 









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


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


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


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


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


“Loan” means an
extension of credit by a Lender to a Borrower under Article 2 in the form of a
Tranche B Dollar Term Loan, a Euro Term Loan, a Revolving Credit Loan, a Post-First
Amendment and Restatement Synthetic L/C Loan or a Swing Line Loan.


“Loan Documents”
means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty,
(iv) the Collateral Documents and (v) each Letter of Credit Application.


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


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


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


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


“Material Adverse Effect”
means (a) a material adverse effect on the business, operations, assets,
liabilities (actual or contingent) or financial condition of Holdings and its 



 36
 









Subsidiaries, taken as a whole, (b) a material adverse
effect on the ability of the Loan Parties (taken as a whole) to perform their respective
payment obligations under any Loan Document to which any of the Loan Parties is
a party or (c) a material adverse effect on the rights and remedies of the
Lenders or the Agents under any Loan Document.


“Maturity Date”
means (a) with respect to the Revolving Credit Facilities, the sixth
anniversary of the Original Closing Date and (b) with respect to the Term Loans
and the Post-First Amendment and Restatement Synthetic L/C Facility, the
seventh anniversary of the Original Closing Date; provided that
if either such day is not a Business Day, the Maturity Date shall be the
Business Day immediately preceding such day.


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


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


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


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


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


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


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


“Net Cash Proceeds”
means:


(a)           with
respect to the Disposition of any asset by Holdings, the Borrower or any
Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum
of cash and Cash Equivalents received in connection with such Disposition or
Casualty Event (including any cash (whether in Dollars or an Alternative
Currency) or Cash Equivalents received by way of deferred payment pursuant to,
or by monetization of, a note receivable or otherwise, but only as and when so
received and, with respect to any Casualty Event, any insurance proceeds or
condemnation awards in respect of such Casualty Event actually received by or
paid to or for the account of Holdings, the Borrower or any Restricted
Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty,
if any, interest and other amounts on any Indebtedness that is secured by the
asset subject to such Disposition or Casualty Event and that is required to be
repaid (and is timely repaid) in connection with such Disposition or Casualty
Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket
expenses (including attorneys’ fees, investment banking fees, survey costs,
title insurance premiums, and related search and recording charges, transfer
taxes, deed or mortgage recording taxes, other customary expenses and
brokerage, consultant and other customary fees) actually incurred by Holdings,
the 



 37
 









Borrower or such
Restricted Subsidiary in connection with such Disposition or Casualty Event,
(C) taxes paid or reasonably estimated to be actually payable in connection
therewith, and (D) any reserve for adjustment in respect of (x) the sale price
of such asset or assets established in accordance with GAAP and (y) any
liabilities associated with such asset or assets and retained by Holdings, the
Borrower or any Restricted Subsidiary after such sale or other disposition
thereof, including pension and other post-employment benefit liabilities
and liabilities related to environmental matters or against any indemnification
obligations associated with such transaction and it being understood that “Net
Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the
Disposition of any non-cash consideration received by Holdings, the
Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the
reversal (without the satisfaction of any applicable liabilities in cash in a
corresponding amount) of any reserve described in clause (D) of the preceding
sentence or, if such liabilities have not been satisfied in cash and such
reserve is not reversed within three hundred and sixty-five (365) days
after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in
accordance with the foregoing realized in a single transaction or series of
related transactions shall constitute Net Cash Proceeds unless such net cash proceeds
shall exceed a Dollar Amount of (i) prior to the Worldspan Closing Date,
$5,000,000 and (ii) on and after the Worldspan Closing Date, $7,250,000 and (y)
no such net cash proceeds shall constitute Net Cash Proceeds under this clause
(a) in any fiscal year until the aggregate amount of all such net cash proceeds
in such fiscal year shall exceed a Dollar Amount of (i) prior to the Worldspan
Closing Date, $15,000,000 and (ii) on and after the Worldspan Closing Date,
$21,750,000 (and thereafter only net cash proceeds in excess of such amount
shall constitute Net Cash Proceeds under this clause (a)); and


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


“New Dollar Revolving
Credit Lender” has the meaning given to such term in Section
2.01(c).


“New Facilities”
means the Delayed Draw Term Loan Commitments, the Delayed Draw Term Loans, the
increase in the Dollar Revolving Credit Commitments and the New Post-First
Amendment and Restatement Synthetic L/C Commitment.


“New Post-First
Amendment and Restatement Credit-Linked Deposit” means, in
respect of each New Post-First Amendment and Restatement Synthetic L/C
Lender, the cash deposit made by such Lender pursuant to Section 2.03(k)(i), as
such amount may be (a) reduced from time to time pursuant to Section 2.06 or
(b) reduced or increased from time to time pursuant to Section 2.03(c)(viii) or
pursuant to assignments by or to such Lender pursuant to Section 10.07.   The initial amount of each New Post-First
Amendment and Restatement Synthetic L/C Lender’s Post-First Amendment and
Restatement Credit-Linked Deposit shall be 



 38
 









equal to the amount of its New Post-First
Amendment and Restatement Synthetic L/C Commitment on the Worldspan Closing
Date.


“New Post-First Amendment and Restatement
Synthetic L/C Commitment” means, as to each New Post-First
Amendment and Restatement Synthetic L/C Lender, its obligation initially to
fund its Post-First Amendment and Restatement Credit-Linked Deposit
in an aggregate amount set forth opposite such Lender’s name on Schedule
2.01 under the caption “New Post-First Amendment and Restatement
Synthetic L/C Commitment” and after the Worldspan Closing Date to (a) make Post-First
Amendment and Restatement Synthetic L/C Loans to the Borrower pursuant to
Section 2.03(c)(viii) and (b) purchase participations in Post-First Amendment
and Restatement Synthetic L/C Obligations in respect of Synthetic L/C Letters
of Credit, in an aggregate principal amount at any one time outstanding not to
exceed the amount of its Post-First Amendment and Restatement Credit-Linked
Deposit, as such amount may be adjusted from time to time in accordance with
this Agreement.  The aggregate New Post-First
Amendment and Restatement Synthetic L/C Commitments of all New Post-First
Amendment and Restatement Synthetic L/C Lenders shall be $25,000,000 on the
Worldspan Closing Date, as such amount may be adjusted from time to time in
accordance with the terms of this Agreement.


“New Post-First Amendment and Restatement
Synthetic L/C Lender” means, at any time, any Lender that has a New
Post-First Amendment and Restatement Synthetic L/C Commitment.


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


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


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


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


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


“Note” means a
Tranche B Dollar Term Note, a Euro Term Note, a Dollar Revolving Credit Note,
an Alternative Currency Revolving Credit Note or a Post-First Amendment
and Restatement Synthetic L/C Note as the context may require.


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


“Not Otherwise Applied”
means, with reference to any amount of Net Cash Proceeds of any transaction or
event or of Excess Cash Flow that is proposed to be applied to a particular use
or transaction, that such amount (a) was not required to be applied to prepay
the Loans pursuant to Section 2.05(b) and (b) was not (or is not simultaneously
being) applied to anything other than that such particular use or transaction.


“NPL” means the
National Priorities List under CERCLA.



 39
 









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


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


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


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


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


“Original  Closing Date” means August 23, 2006.


“Original Closing Date
Audited Financial Statements” means the audited combined balance
sheets of the Travelport business of Cendant Corporation as of each of December
31, 2005 and 2004, and the related audited consolidated statements of income, 



 40
 









stockholders’ equity and cash flows for the Travelport
business of Cendant Corporation for the fiscal years ended December 31, 2005,
2004 and 2003, respectively.


“Original Closing Date
Equity Contributions” means,
collectively, (a) the contribution by the Equity Investors of an aggregate
amount of cash of not less than $900,000,000 to Holdings or one or more direct
or indirect holding company parents of Holdings, and (b) the further
contribution to the Borrower of any portion of such cash contribution proceeds
not directly received by the Borrower or used by Holdings to pay Transaction
Expenses.


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


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


“Original Closing Date
Transactions” means, collectively, (a) the Original Closing Date
Equity Contributions, (b) the acquisition of Travelport LLC by TDS
Investor Corporation on the Original Closing Date, (c) the issuance of the High
Yield Notes, (d) the funding of the Original Tranche B Dollar Term Loans and
Euro Term Loans on the Original Closing Date, (e) the funding of the Credit-Linked
Deposits under the Original Credit Agreement and the issuance of Letters of
Credit thereunder on the Original Closing Date, (f) the consummation of any
other transactions in connection with the foregoing, and (g) the payment of the
fees and expenses incurred in connection with any of the foregoing.


“Original Closing Date
Transaction Expenses” means any fees or expenses incurred or paid by
Holdings, the Borrower or any Restricted Subsidiary in connection with the
Original Closing Date Transactions, the Original Credit Agreement and the other
Loan Documents and the transactions contemplated thereby.


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


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


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


“Original Facilities”
means the Original Tranche B Dollar Term Commitments, the Euro Term
Commitments, the Alternative Currency Revolving Credit Commitments under the
First Amended and Restated Credit Agreement, the Dollar Revolving Credit Commitments
under the First Amended and Restated Credit Agreement and the Original Post-First
Amendment and Restatement Synthetic L/C Commitment.



 41
 









“Original Guarantor”
means any “Guarantor” under the First Amended and Restated Credit Agreement as
in effect immediately prior to the Worldspan Closing Date.


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


“Original Post-First
Amendment and Restatement Credit-Linked Deposit” means, in
respect of each Original Post-First Amendment and Restatement Synthetic
L/C Lender, the cash deposit made by such Lender pursuant to Section
2.03(k)(i), as such amount may be (a) reduced from time to time pursuant to
Section 2.06 or (b) reduced or increased from time to time pursuant to Section
2.03(c)(viii) or pursuant to assignments by or to such Lender pursuant to
Section 10.07.  The initial amount of
each Original Post-First Amendment and Restatement Synthetic L/C Lender’s
Post-First Amendment and Restatement Credit-Linked Deposit shall be
equal to the amount of its Original Post-First Amendment and Restatement
Synthetic L/C Commitment on the First Amendment and Restatement Effective Date.


“Original Post-First Amendment and Restatement
Synthetic L/C Commitment” means, as to each Original Post-First
Amendment and Restatement Synthetic L/C Lender, its obligation initially to
fund its Original Post-First Amendment and Restatement Credit-Linked
Deposit in an aggregate amount set forth under the First Amended and Restated
Credit Agreement and after the First Amendment and Restatement Effective Date
to (a) make Post-First Amendment and Restatement Synthetic L/C Loans to
the Borrower pursuant to Section 2.03(c)(viii) and (b) purchase participations
in Post-First Amendment and Restatement Synthetic L/C Obligations in
respect of Synthetic L/C Letters of Credit, in an aggregate principal amount at
any one time outstanding not to exceed the amount of its Post-First
Amendment and Restatement Credit-Linked Deposit, as such amount may be
adjusted from time to time in accordance with this Agreement.  The aggregate Original Post-First
Amendment and Restatement Synthetic L/C Commitments of all Original Post-First
Amendment and Restatement Synthetic L/C Lenders shall be $125,000,000 on the
First Amendment and Restatement Effective Date, as such amount may be adjusted
from time to time in accordance with the terms of this Agreement.


“Original Post-First Amendment and Restatement
Synthetic L/C Lender” means, at any time, any Lender that has an
Original Post-First Amendment and Restatement Synthetic L/C Commitment.


“Other Sponsor”
shall mean another financial sponsor identified to the Administrative Agent
that is a purchaser of Equity Interests in Holdings on or promptly after the
Original Closing Date.


 “Original Tranche B Dollar Term Commitment” means, as to each
Original Tranche B Dollar Term Lender, its obligation to make an Original
Tranche B Dollar Term Loan to the Borrower pursuant to Section 2.01(a)(i) in an
aggregate original Dollar Amount not to exceed the amount set forth in the
First Amended and Restated Credit Agreement or in the Assignment and Assumption
pursuant to which such Original Tranche B Dollar Term Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.  The initial
aggregate amount of the Original Tranche B Dollar Term Commitments is
$1,406,475,000.



 42
 









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


“Original Tranche B Dollar
Term Loan” means a Loan made pursuant to Section 2.01(a)(i).


“Original Tranche B Dollar
Term Note” means a promissory note of the Borrower payable to any
Original Tranche B Dollar Term Lender or its registered assigns, in substantially
the form of Exhibit C-1 hereto, evidencing the aggregate
Indebtedness of the Borrower to such Original Tranche B Dollar Term Lender
resulting from the Original Tranche B Dollar Term Loans made by such Original
Tranche B Dollar Term Lender.


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


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


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


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


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


“PBGC” means the
Pension Benefit Guaranty Corporation.



 43















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


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


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


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


“Permitted Refinancing”
means, with respect to any Person, any modification, refinancing, refunding,
renewal or extension of any Indebtedness of such Person; provided
that (a) the principal amount (or accreted value, if applicable) thereof does
not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed or extended except by
an amount equal to unpaid accrued interest and premium thereon plus
other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such modification, refinancing, refunding, renewal or extension
and by an amount equal to any existing commitments unutilized thereunder, (b)
other than with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 7.03(e), such modification, refinancing,
refunding, renewal or extension has a final maturity date equal to or later
than the final maturity date of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being modified, refinanced, refunded, renewed or extended, (c)
other than with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default
shall have occurred and be continuing, and (d) if such Indebtedness being
modified, refinanced, refunded, renewed or extended is Indebtedness permitted
pursuant to Section 7.03(b), 7.03(t) or 7.13(a), (i) to the extent such
Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated
in right of payment to the Obligations, such modification, refinancing,
refunding, renewal or extension is subordinated in right of payment to the
Obligations on terms at least as favorable to the Lenders as those contained in
the documentation governing the Indebtedness being modified, refinanced,
refunded, renewed or extended, (ii) the terms and conditions (including, if applicable,
as to collateral but excluding as to subordination, interest rate and
redemption premium) of any such modified, refinanced, refunded, renewed or
extended Indebtedness, taken as a whole, are not materially less favorable to
the Loan Parties or the Lenders than the terms and conditions of the
Indebtedness being modified, refinanced, refunded, renewed or extended; 



 44
 









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


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


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


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


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


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


“Post-First
Amendment and Restatement Credit-Linked Deposit” means the
Original Post-First Amendment and Restatement Credit-Linked Deposit
and the New Post-First Amendment and Restatement Credit-Linked
Deposit.


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


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


“Post-First
Amendment and Restatement Synthetic L/C Borrowing” means an
extension of credit resulting from a drawing under any Synthetic L/C Letter of
Credit which has not been reimbursed on the applicable Honor Date and which
amount is funded by reducing the Post-First Amendment and Restatement
Credit-Linked Deposits by a like amount, consisting 



 45
 









of simultaneous Post-First Amendment and
Restatement Synthetic L/C Loans having the same Interest Period made by each of
the Post-First Amendment and Restatement Synthetic L/C Lenders pursuant
to Section 2.03(c)(viii).


“Post-First Amendment
and Restatement Synthetic L/C Commitment” means any Original Post-First
Amendment and Restatement Synthetic L/C Commitment and any New Post-First
Amendment and Restatement Synthetic L/C Commitment.


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


“Post-First
Amendment and Restatement Synthetic L/C Exposure” means, as to each
Post-First Amendment and Restatement Synthetic L/C Lender, its Pro Rata
Share of the Post-First Amendment and Restatement Synthetic L/C
Obligations at such time.


“Post-First
Amendment and Restatement Synthetic L/C Facility” means, at any time,
the aggregate amount of the Post-First Amendment and Restatement
Synthetic L/C Lenders’ Post-First Amendment and Restatement Synthetic L/C
Commitments at such time.


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


“Post-First
Amendment and Restatement Synthetic L/C Lender” means, at any time,
any Original Post-First Amendment and Restatement Synthetic L/C Lender or
any New Post-First Amendment and Restatement Synthetic L/C Lender or any
Lender that has an outstanding Post-First Amendment and Restatement
Synthetic L/C Loan at such time.


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


“Post-First
Amendment and Restatement Synthetic L/C Note” means a promissory
note of the Borrower payable to any Post-First Amendment and Restatement
Synthetic L/C Lender or its registered assigns, in substantially the form of Exhibit
C-6 hereto, evidencing the aggregate Indebtedness of the Borrower to
such Post-First Amendment and Restatement Synthetic L/C Lender resulting
from the Post-First Amendment and Restatement Synthetic L/C Loans made by
such Post-First Amendment and Restatement Synthetic L/C Lender.


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



 46
 









“Principal L/C Issuer”
means the following (i) any L/C Issuer that has issued Letters of Credit under
either Revolving Credit Facility having an aggregate Outstanding Amount in
excess of $10,000,000 and (ii) the Post-First Amendment and Restatement
Synthetic L/C Issuer.


“Pro Forma Adjustment”
means, for any Test Period that includes all or any part of a fiscal quarter
included in any Post-Acquisition Period, with respect to the Acquired
EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA
of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or
such Consolidated EBITDA, as the case may be, projected by the Borrower in good
faith as a result of (a) actions taken during such Post-Acquisition
Period for the purposes of realizing reasonably identifiable and factually
supportable cost savings or (b) any additional costs incurred during such Post-Acquisition
Period, in each case in connection with the combination of the operations of
such Acquired Entity or Business with the operations of Holdings, the Borrower
and the Restricted Subsidiaries; provided that,
so long as such actions are taken during such Post-Acquisition Period or
such costs are incurred during such Post-Acquisition Period, as
applicable, the cost savings related to such actions or such additional costs,
as applicable, it may be assumed, for purposes of projecting such pro forma
increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as
the case may be, that such cost savings will be realizable during the entirety
of such Test Period, or such additional costs, as applicable, will be incurred
during the entirety of such Test Period; provided  further that any such pro forma increase or decrease to such
Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be
without duplication for cost savings or additional costs already included in
such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such
Test Period.


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



 47
 









Subsidiaries and (z) factually supportable or (ii)
otherwise consistent with the definition of Pro Forma Adjustment.


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


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


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


“Qualifying IPO”
means the issuance by Holdings, any direct or indirect parent of Holdings, any
Intermediate Holding Company or the Borrower of its common Equity Interests in
an underwritten primary public offering (other than a public offering pursuant
to a registration statement on Form S-8) pursuant to an effective
registration statement filed with the SEC in accordance with the Securities Act
(whether alone or in connection with a secondary public offering).


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


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


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


“Repricing and Delayed Draw
Amendment” means the Repricing and Delayed Draw Amendment to the
First Amended and Restated Credit Agreement dated as of May 23, 2007 among
Holdings, Intermediate Parent, the Borrower, the Administrative Agent, each
Euro Term Lender under the First Amended and Restated Credit Agreement (after
giving effect to the replacement of Non-Consenting Lenders, if any,
pursuant to Section 3.07 thereof) and the Required Lenders under the First
Amended and Restated Credit Agreement.


“Repricing Amendment
Agreement” has the meaning assigned to such term in the preliminary
statements hereto.


“Request for Credit Extension”
means (a) with respect to a Borrowing, conversion or continuation of Tranche B
Dollar Term Loans, Euro Term Loans, Revolving Credit Loans, or Post-First
Amendment and Restatement Synthetic L/C Loans, a Committed Loan Notice, (b)
with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice.



 48
 









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


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


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


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


“Revolving Commitment
Increase” has the meaning specified in Section 2.14(a).


“Revolving Commitment
Increase Lender” has the meaning specified in Section 2.14(a).


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


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


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



 49
 









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


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


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


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


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


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


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


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


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


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


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


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


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


“Second Amendment and
Restatement Effective Date” means the date on which the conditions
set forth in Section 4.01 have been satisfied.



 50
 









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


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


“Securities Act”
means the Securities Act of 1933.


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


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


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


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


“Senior Subordinated Notes”
means, collectively, (a) $300,000,000 in aggregate principal amount of the
Borrower’s 117⁄8% senior subordinated notes due 2016 and (b) €160,000,000
in aggregate principal amount of the Borrower’s 107⁄8% senior euro fixed
rate notes due 2016.


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


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


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



 51
 









and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.


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


“Specified Transaction”
means any Investment, Disposition, incurrence or repayment of Indebtedness,
Restricted Payment, Subsidiary designation, Incremental Term Loan, Revolving
Commitment Increase that by the terms of this Agreement requires “Pro Forma Compliance”
with a test or covenant hereunder or requires such test or covenant to be
calculated on a “Pro Forma Basis”; provided that a
Revolving Commitment Increase, for purposes of this “Specified Transaction”
definition, shall be deemed to be fully drawn.


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


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


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


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


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


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


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


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


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of 



 52
 









any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by
or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions
of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign Exchange
Master Agreement, or any other master agreement (any such master agreement,
together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


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


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


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


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


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


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


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


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


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


“Synthetic L/C
Letter of Credit” means a Letter of Credit issued under the Post-First
Amendment and Restatement Synthetic L/C Facility or pursuant to the Original
Credit Agreement.



 53
 









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


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


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


“Term Borrowing”
means a borrowing consisting of simultaneous Term Loans of the same Type and
currency and, in the case of Eurocurrency Rate Loans, having the same Interest
Period made by each of the Term Lenders pursuant to Section 2.01.


“Term Commitments”
means the Original Tranche B Dollar Term Commitments, the Delayed Draw Term
Commitments and the Euro Term Commitments.


“Term Lender”
means an Original Tranche B Dollar Term Lender, a Delayed Draw Term Lender or a
Euro Term Lender, as the context may require, and are referred to collectively
as the “Term Lenders”.


“Term Loan”
means an Original Tranche B Dollar Term Loan, a Delayed Draw Term Loan or a
Euro Term Loan, as the context may require, and are referred to collectively as
the “Term Loans”.


“Term Note”
means an Original Tranche B Dollar Term Note, a Delayed Draw Term Note or a
Euro Term Note, as the context may require, and are referred to collectively as
the “Term Notes”.


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


“Threshold Amount”
means (i) prior to the Worldspan Closing Date, $25,000,000 and (ii) on and
after the Worldspan Closing Date, $36,250,000.


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



 54
 









statements are so delivered pursuant to Section
6.01(a) or (b), the Unaudited Financial Statements.


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


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C Obligations.


“Tranche B Dollar Term
Commitment” means any Original Tranche B Dollar Term Commitment or
any Delayed Draw Term Commitment, as the context may require, and are collectively
referred to as the “Tranche B Dollar Term
Commitments”.


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


“Tranche B Dollar Term Loan”
means any Original Tranche B Dollar Term Loan and any Delayed Draw Term Loan.


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


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


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


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


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


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


“Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i).


“Unrestricted Subsidiary”
means (i) each Subsidiary of Holdings listed on Schedule 1.01C and (ii)
any Subsidiary of Holdings designated by the board of directors of Holdings as
an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the date
hereof, and any Subsidiary of such Subsidiary.


“Unused Post-First
Amendment and Restatement Synthetic L/C Commitments” means, at any
time, the aggregate amount of the Post-First Amendment and Restatement 



 55
 









Synthetic L/C Commitments at such time, less the Outstanding
Amount of the Post-First Amendment and Restatement Synthetic L/C Obligations
at such time.


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


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


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


“Worldspan” has
the meaning specified in the preliminary statements hereto.


“Worldspan Acquisition”
has the meaning specified in the preliminary statements hereto.


“Worldspan Acquisition
Consideration” means the total funds required to consummate the
Worldspan Acquisition.


“Worldspan Closing Date”
means the date on which the conditions set forth in Section 4.02 have been
satisfied, which date shall not be later than December 6, 2007.


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


“Worldspan Closing Date
Material Adverse Effect” means any
changes, events or conditions that have or would reasonably be expected to
have, individually or in the aggregate, a material adverse effect on the
business, results of operations or financial condition of Worldspan and its
Subsidiaries, taken as a whole, or that materially impairs the ability of Worldspan
and its Subsidiaries to consummate the transactions contemplated by the Worldspan
Merger Agreement, other than any changes, events or conditions resulting from:
(i) general economic conditions in any of the markets or geographical areas in
which any of Worldspan and its Subsidiaries operate, unless such conditions
disproportionately affect Worldspan and its Subsidiaries in any material
respect; (ii) changes in economic conditions or the financial, banking,
currency or 



 56
 









capital markets in general (whether
in the United States or any other country or in any international market) or
changes in currency exchange rates or currency fluctuations, unless such
changes disproportionately affect Worldspan and its Subsidiaries in any
material respect; (iii) other conditions generally affecting any of the
industries in which Worldspan and its Subsidiaries operate, unless such
conditions disproportionately affect Worldspan and its Subsidiaries in any
material respect; (iv) acts of God, calamities, national or international
political or social conditions, including the engagement by any country in
hostilities, whether commenced before or after the date hereof, and whether or
not pursuant to the declaration of a national emergency or war, or the
occurrence of any military or terrorist attack, unless such event
disproportionately affects Worldspan and its Subsidiaries in any material respect;
(v) changes in Laws or in GAAP (or other generally accepted accounting
principles applied by any of Worldspan and its Subsidiaries) or interpretations
thereof; (vi) any actions taken, or failures to take action, or such other
changes or events, in each case, to which the Borrower has expressly consented;
(vii) any item or items set forth in the Company Disclosure Letter to the
Worldspan Merger Agreement; (viii) the announcement or pendency of the
transactions contemplated by the Worldspan Merger Agreement, including by
reason of losses of customers, subscribers or suppliers and including by reason
of the identity of the Borrower or any communication by the Borrower regarding
the plans or intentions of the Borrower with respect to the conduct of the
business of any of Worldspan or its Subsidiaries; (ix) any change, event or
circumstance resulting from or relating to, or any action taken by, Borrower or
its Subsidiaries (including by means of any agreement or concerted action with
Expedia); or (x) any change, event or circumstance resulting from or relating
to Worldspan’s and its Subsidiaries’ business relationship with the Borrower,
its Affiliates, any investor in the equity or equity equivalents of the
Borrower or any portfolio company of any investor in the equity or equity
equivalents of the Borrower.  In
determining whether changes, events or conditions resulting from or relating to
any action taken by Expedia constitute or contribute to a Worldspan Closing
Date Material Adverse Effect, anticipated shortfalls of revenue from Expedia
(net of any offsetting revenue commitments from airlines) which were disclosed
in the projections provided to the Borrower prior to the date of the Worldspan
Merger Agreement or in the Company Disclosure Letter to the Worldspan Merger
Agreement shall not be considered to constitute or contribute to such
determination to the extent such shortfalls (net of such offsetting commitments)
were so disclosed.


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


“Worldspan
Closing Date Unaudited Financial Statements” has the meaning
specified in Section 4.02(e).


“Worldspan Existing Credit
Facilities” means the (a) First Lien Credit Agreement, dated as December
7, 2006, among Worldspan Technologies Inc., WS Holdings LLC, the lenders from
time to time party thereto, Credit Suisse, as first lien administrative agent,
and other parties signatory thereto and (b) Second Lien Credit Agreement, dated
as December 7, 2006, among Worldspan Technologies Inc., WS Holdings LLC, the
lenders from time to time party thereto, Credit Suisse, as second lien
administrative agent, and other parties signatory thereto, in each case, as
amended, restated, amended and restated, supplemented or otherwise modified
from time to time.



 57
 









“Worldspan Loan Parties”
means, collectively, Worldspan and each of its Subsidiaries that is a
Guarantor.


“Worldspan Merger Agreement”
has the meaning specified in the preliminary statements hereto.


“Worldspan PIK Notes”
means (a) the unsecured pay-in-kind Subordinated Note Due December 7,
2015, dated December 7, 2006, in the aggregate original principal amount of
$125,000,000 issued by Worldspan Technologies Inc. and payable to Holdings and
(b) the unsecured pay-in-kind Subordinated Notes Due
December 7, 2015, dated December 7, 2006, in the aggregate original
principal amount of $125,000,000 issued by Worldspan Technologies Inc. and payable
to Travelport Worldwide Limited.


“Worldspan Transactions”
means (i) the repayment of substantially all existing Indebtedness of
Worldspan, including without limitation, the repayment in full of Worldspan Existing
Credit Facilities, but excluding any Indebtedness set forth on Schedule 7.03,
(ii) the payment of the Worldspan Acquisition Consideration, (iii) the funding
of the Delayed Draw Term Loans on the Worldspan Closing Date, (iv) the increase
in the Dollar Revolving Credit Commitments on the Worldspan Closing Date, (v)
the funding of the New Post-First Amendment and Restatement Credit-Linked
Deposits and the issuance of Letters of Credit thereunder on the Worldspan
Closing Date, (vi) consummation of any other related transactions in connection
with the foregoing and (vii) the payment of costs and expenses related to the
foregoing.


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


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


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


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


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


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


(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.”



 58















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


SECTION 1.03       Accounting Terms.


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


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


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


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


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


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


SECTION 1.08       Currency
Equivalents Generally.


(a)           Any
amount specified in this Agreement (other than in Articles II, IX and X or as
set forth in paragraph (b) of this Section) or any of the other Loan
Documents to be in Dollars shall also include the equivalent of such amount in
any currency other than



 59
 









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


(b)           For
purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any
amount in a currency other than Dollars will be converted to Dollars based on
the average Exchange Rate for such currency for the most recent twelve-month
period immediately prior to the date of determination determined in a manner
consistent with that used in calculating EBITDA for the applicable period; provided, however, that
the foregoing shall not be deemed to apply to the determination of any amount
of Indebtedness.


SECTION 1.09       Effect of this Agreement on the First
Amended and Restated Credit Agreement and the Other Loan Documents.  Upon satisfaction of the conditions precedent
to the effectiveness of this Agreement set forth in Section 4.01, this
Agreement shall be binding on the Borrower, the Agents, the Lenders and the
other parties hereto and the provisions of the First Amended and Restated
Credit Agreement shall be replaced by the provisions of this Agreement; provided that (i) all Loans, Letters of Credit or other
Credit Extensions outstanding under the First Amended and Restated Credit Agreement
shall continue as Loans, Letters of Credit or other Credit Extensions, as
applicable, under this Agreement (and, in the case of Eurocurrency Loans, with
the same Interest Periods as were applicable to such Eurocurrency Loans
immediately prior to the Restatement Effective Date), (ii) all amounts owing by
the Borrower under the First Amended and Restated Credit Agreement to any
Person in respect of accrued and unpaid interest and fees on the Loans,
Commitments and Letters of Credit shall continue to be due and owing on such
Loans, Commitments and Letters of Credit under this Agreement and (iii) any
Person entitled to the benefits of Article III or Section 10.05 of the First
Amended and Restated Credit Agreement shall continue to be entitled to the
benefits of the corresponding provisions of this Agreement.  Upon the effectiveness of this Agreement in
accordance with Section 4.01, each Loan Document that was in effect immediately
prior to the Second Amendment and Restatement Effective Date shall continue to
be effective and, unless the context otherwise requires, any reference to the
First Amended and Restated Credit Agreement contained therein shall be deemed
to refer to this Agreement and any reference to the Term Loans shall be deemed



 60
 









to refer to the Euro Term Loans, the Original
Tranche B Dollar Term Loans and Delayed Draw Term Loans taken together.


ARTICLE II


The Commitments and Credit Extensions


SECTION 2.01       The
Loans.


(a)           The Tranche B Dollar Term Borrowings.


(i) Subject to the terms and conditions set
forth in the First Amended and Restated Credit Agreement, each Original Tranche
B Dollar Term Lender made to the Borrower a single loan denominated in Dollars
in a Dollar Amount equal to such Original Tranche B Dollar Term Lender’s
Original Tranche B Dollar Term Commitment on the First Amendment and
Restatement Effective Date.  Amounts
borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed.  Original Tranche B Dollar Term Loans may be
Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


(ii)  Subject to the terms and conditions set forth
in this Agreement, each Delayed Draw Term Lender severally agrees to make to
the Borrower a single loan denominated in Dollars in a Dollar Amount equal to
such Delayed Draw Term Lender’s Delayed Draw Term Commitment on the Worldspan
Closing Date.  Amounts borrowed under
this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed.  Delayed Draw Term Loans may be Base Rate Loans
or Eurocurrency Rate Loans, as further provided herein.  If not drawn before 5:00 p.m. New York City
time on December 6, 2007, the Delayed Draw Term Commitments shall expire on
such date and shall from and after such time be of no further force or effect.


(b)           The Euro Term Borrowings. 
Subject to the terms and conditions set forth herein, each Euro Term
Lender made to the Borrower a single loan denominated in Euros in a Dollar
Amount equal to such Euro Term Lender’s Euro Term Commitment on the Original
Closing Date.  Amounts borrowed under
this Section 2.01(b) and repaid or prepaid may not be reborrowed.  Euro Term Loans must be Eurocurrency Rate
Loans, as further provided herein.


(ii)           The Revolving Credit Borrowings.  Subject to the terms and conditions set forth
herein (i) each Dollar Revolving Credit Lender severally agrees to make loans
denominated in Dollars to the Borrower as elected by the Borrower pursuant to
Section 2.02 (each such loan, a “Dollar
Revolving Credit Loan”) from time to time, on any Business Day until
the Maturity Date (provided that
no Dollar Revolving Credit Loans in excess of the aggregate amount of the
available Dollar Revolving Credit Commitments in effect immediately prior to
the Worldspan Closing Date shall be available on the Worldspan Closing Date),
in an aggregate



 61
 









Dollar Amount not to exceed at any time outstanding the amount of such
Lender’s Dollar Revolving Credit Commitment; provided that
after giving effect to any Dollar Revolving Credit Borrowing, the aggregate
Outstanding Amount of the Dollar Revolving Credit Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Dollar Revolving
L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender’s Dollar Revolving Credit
Commitment; and (ii) each Alternative Currency Revolving Credit Lender
severally agrees to make loans denominated in an Alternative Currency to the
Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan,
an “Alternative Currency Revolving Credit
Loan”) from time to time, on any Business Day until the Maturity
Date (provided that no Alternative Currency
Revolving Credit Loans in excess of the aggregate amount of the available
Alternative Currency Revolving Credit Commitments in effect immediately prior
to the Worldspan Closing Date shall be available on the Worldspan Closing
Date), in an aggregate Dollar Amount not to exceed at any time outstanding the
amount of such Lender’s Alternative Currency Revolving Credit Commitment; provided that after giving effect to any Alternative
Currency Revolving Credit Borrowing, the aggregate Outstanding Amount of the
Alternative Currency Revolving Credit Loans of any Lender, plus such Lender’s
Pro Rata Share of the Outstanding Amount of all Alternative Currency Revolving
L/C Obligations shall not exceed such Lender’s Alternative Currency Revolving
Credit Commitment.  Within the limits of
each Lender’s Revolving Credit Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay
under Section 2.05, and reborrow under this Section 2.01(c).  Dollar Revolving Credit Loans may be Base
Rate Loans or Eurocurrency Rate Loans, as further provided herein, and Alternative
Currency Revolving Credit Loans must be Eurocurrency Rate Loans, as further
provided herein.  Upon the increase in
the Dollar Revolving Credit Commitments pursuant to this Agreement, each Dollar
Revolving Credit Lender immediately prior to such increase (each, an “Original Dollar Revolving Credit Lender”)
will automatically and without further action be deemed to have assigned to
each Dollar Revolving Credit Lender becoming a party to this Agreement upon
such increase (each, a “New Dollar Revolving
Credit Lender”) and each Original Dollar Revolving Credit Lender
whose Dollar Revolving Credit Commitment hereunder is increased on the
Worldspan Closing Date (each, an “Increased
Original Dollar Revolving Credit Lender”), and each such New Dollar
Revolving Credit Lender and Increased Original Dollar Revolving Credit Lender
will automatically and without further action be deemed to have assumed, a
portion of such Original Dollar Revolving Credit Lender’s participations hereunder
in outstanding Dollar Revolving Letters of Credit and Swing Line Loans such
that, after giving effect to each such deemed assignment and assumption of
participations, the percentage of the aggregate outstanding (i) participations
hereunder in Dollar Revolving Letters of Credit and (ii) participations
hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender will
equal the percentage of the aggregate Dollar Revolving Credit Commitments of
all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit
Lender’s



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Dollar Revolving Credit Commitment. 
On the Worldspan Closing Date each Increased Original Dollar Revolving
Credit Lender and New Dollar Revolving Credit Lender shall fund an amount equal
to the product of (x) such Increased Original Dollar Revolving Credit Lender’s
or New Dollar Revolving Credit Lender’s Pro Rata Share (after giving effect to
the increase in Revolving Credit Commitments to occur on the Worldspan Closing
Date, it being understood that as applied to any Increased Original Dollar
Revolving Credit Lender, such Pro Rata Share shall be calculated solely with
respect to the amount its Revolving Credit
Commitment after giving effect to the Worldspan Closing Date exceeds its
Revolving Credit Commitment without giving effect to the Worldspan Closing Date
(the “Increased Original Revolving Credit
Commitment”)), times (y) the aggregate amount of Revolving
Credit Loans outstanding immediately prior to the Worldspan Closing Date.  On the Worldpsan Closing Date, each Revolving
Credit Lender (other than any Increased Original Dollar Revolving Credit Lender
or New Dollar Revolving Credit Lender) shall receive its Pro Rata Share (before
giving effect to the increase in Revolving Credit Commitments to occur on the
Worldspan Closing Date) of the total amount funded by the Increased Original
Dollar Revolving Credit Lenders and New Dollar Revolving Credit Lenders pursuant
to the previous sentence.  For the
avoidance of doubt, each Increased Original Dollar Revolving Credit Lender or
New Dollar Revolving Credit Lender shall fund any Borrowings requested by the
Borrower on the Worldspan Closing Date in accordance with the other provisions
hereof.


(c)           The Post-First Amendment and Restatement Credit-Linked
Deposits.


(i)            Subject
to the terms and conditions set forth herein, each Original Post-First Amendment
and Restatement Synthetic L/C Lender severally remitted to the Administrative
Agent on the First Amendment and Restatement Effective Date an amount in
Dollars equal to such Lender’s Original Post-First Amendment and
Restatement Synthetic L/C Commitment as its Post-First Amendment and
Restatement Credit-Linked Deposit. 
The Administrative Agent deposited all such amounts received by it into
the Post-First Amendment and Restatement Credit-Linked Deposit Account
promptly upon receipt thereof.  Each Original
Post-First Amendment and Restatement Synthetic L/C Lender irrevocably and
unconditionally agrees that its Post-First Amendment and Restatement
Credit-Linked Deposit shall be available (i) to pay to the Post-First
Amendment and Restatement Synthetic L/C Issuer such Lender’s Pro Rata Share of
any Unreimbursed Amount in respect of any Synthetic L/C Letter of Credit that
is not reimbursed by the Borrower and (ii) to fund such Lender’s Post-First
Amendment and Restatement Synthetic L/C Loans, in each case, pursuant to
Section 2.03(c).  Post-First
Amendment and Restatement Synthetic L/C Loans may be prepaid without reducing
the Post-First Amendment and Restatement Synthetic L/C Commitments; provided, however, that Post-First Amendment and
Restatement Synthetic L/C Loans may not be reborrowed as such.


(ii) Subject to the terms and
conditions set forth herein, each New Post-First Amendment and
Restatement Synthetic L/C Lender severally agrees to remit to the Administrative
Agent on the Worldspan Closing Date an amount in Dollars equal to such



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Lender’s New Post-First Amendment and
Restatement Synthetic L/C Commitment as its Post-First Amendment and
Restatement Credit-Linked Deposit. 
The Administrative Agent shall deposit all such amounts received by it
into the Post-First Amendment and Restatement Credit-Linked Deposit
Account promptly upon receipt thereof. 
Each Original Post-First Amendment and Restatement Synthetic L/C
Lender irrevocably and unconditionally agrees that its Post-First
Amendment and Restatement Credit-Linked Deposit shall be available (i) to
pay to the Post-First Amendment and Restatement Synthetic L/C Issuer such
Lender’s Pro Rata Share of any Unreimbursed Amount in respect of any Synthetic
L/C Letter of Credit that is not reimbursed by the Borrower and (ii) to fund
such Lender’s Post-First Amendment and Restatement Synthetic L/C Loans,
in each case, pursuant to Section 2.03(c). 
Post-First Amendment and Restatement Synthetic L/C Loans may be
prepaid without reducing the Post-First Amendment and Restatement Synthetic
L/C Commitments; provided, however, that Post-First
Amendment and Restatement Synthetic L/C Loans may not be reborrowed as such.


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



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


SECTION 2.02       Borrowings,
Conversions and Continuations of Loans.


(a)       Each
Term Borrowing, each Revolving Credit Borrowing, each Post-First
Amendment and Restatement Synthetic L/C Borrowing, each conversion of Term
Loans or Revolving Credit Loans from one Type to the other, and each
continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be
received by the Administrative Agent not later than 12:00 p.m. (New York, New
York time or London, England time in the case of any Borrowing denominated in
an Alternative Currency) (i) three (3) Business Days prior to the requested
date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in
Dollars or any conversion of Base Rate Loans to Eurocurrency Rate Loans
denominated in Dollars, (ii) four (4) Business Days prior to the requested date
of any Borrowing or continuation of Eurocurrency Rate Loans denominated in an
Alternative Currency, and (iii) one (1) Business Day before the requested date
of any Borrowing of Base Rate Loans. 
Each telephonic notice by the Borrower pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower.  Each Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal
amount of (x) $2,500,000 or a whole multiple of $500,000 in excess thereof in
the case of Tranche B Dollar Term Loans, (y) €2,500,000 or a whole multiple of
€500,000 in excess thereof in the case of Euro Term Loans or Alternative



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Currency Loans denominated in Euros or (z) £2,500,000 or a whole
multiple of £500,000 in excess thereof in the case of Alternative Currency
Loans denominated in Sterling.  Except as
provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to
Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof.  Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Term Borrowing, a Dollar Revolving Credit
Borrowing, an Alternative Currency Revolving Credit Borrowing, a Post-First
Amendment and Restatement Synthetic L/C Borrowing, a conversion of Tranche B
Dollar Term Loans or Revolving Credit Loans from one Type to the other, or a
continuation of Eurocurrency Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the currency in which the Loans to be borrowed are to be
denominated, (v) the Type of Loans to be borrowed or to which existing
Term Loans or Revolving Credit Loans are to be converted, and (vi) if applicable,
the duration of the Interest Period with respect thereto.  If with respect to Loans denominated in
Dollars the Borrower fails to specify a Type of
Loan in a Committed Loan Notice or fails to give a timely notice requesting a
conversion or continuation, then the applicable Term Loans, Revolving Credit
Loans or Post-First
Amendment and Restatement Synthetic L/C Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurocurrency Rate Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period (or fails to give a
timely notice requesting a continuation of Eurocurrency Rate Loans denominated
in an Alternative Currency), it will be deemed to have specified an Interest
Period of one (1) month.  If no currency
is specified, the requested Borrowing shall be in Dollars.


(b)       Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Pro Rata Share of the applicable Class
of Loans, and if no timely notice of a conversion or continuation is provided
by the Borrower, the Administrative Agent shall notify each Lender of the
details of any automatic conversion to Base Rate Loans or continuation
described in Section 2.02(a).  In the
case of each Borrowing, each Appropriate 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 1:00
p.m. (London time) in the case of any Loan in an Alternative Currency, in each
case on the Business Day specified in the applicable Committed Loan
Notice.  Upon satisfaction of the
applicable conditions set forth in Section 4.03 (and if such Borrowing is the
Credit Extension on the Worldspan Closing Date, Section 4.02), the Administrative
Agent shall make all funds so received available to the Borrower in like funds
as received by the Administrative Agent either by (i) crediting



 66
 









the account of the Borrower on the books of UBS AG, Stamford Branch
with the amount of such funds or (ii) wire transfer of such funds, in each case
in accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Borrower; provided that
if, on the date the Committed Loan Notice with respect to such Borrowing is given
by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then
the proceeds of such Borrowing shall be applied, first, to the payment in full
of any such L/C Borrowings, second, to the payment in full of any such Swing
Line Loans, and third, to the Borrower as provided above.


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


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


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


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


(g)       Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s portion of such Borrowing, the
Administrative Agent may, with the Borrower’s consent, assume that such Lender
has made such portion available to the Administrative Agent on the date of such
Borrowing in accordance with paragraph (b) above, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  If the
Administrative



 67
 









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


SECTION 2.03       Letters of Credit.


(a)              The Letter of Credit Commitments.


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


(ii)              Subject to the terms and conditions
set forth herein, (A)(1) each Dollar Revolving L/C Issuer agrees, in reliance
upon the agreements of the other Dollar Revolving Credit Lenders set forth in
this Section 2.03, (x) from time to time on any Business Day during the period
from the Original Closing Date until the Letter of Credit Expiration Date
applicable to Dollar Revolving Letters of Credit issued under the Dollar
Revolving Credit Facility, to issue Dollar Revolving Letters of Credit for the
account of the Borrower (provided, that
any Dollar Revolving Letter of Credit may be for the benefit of any Subsidiary
of the Borrower) and to amend or renew Dollar Revolving Letters of Credit
previously issued by it, in accordance with Section 2.03(b), and (y) to honor
drafts under the Dollar Revolving Letters of Credit and (2) the Dollar
Revolving Credit Lenders severally agree to participate in Dollar Revolving
Letters of Credit issued pursuant to this Section 2.03, (B)(1) each Alternative
Currency Revolving L/C Issuer agrees, in reliance upon the agreements of the
other Alternative Currency Revolving Credit Lenders set forth in this Section
2.03, (x) from time to time on any Business Day during the period from the Original



 68
 









Closing Date
until the Letter of Credit Expiration Date applicable to Alternative Currency
Revolving Letters of Credit issued under the Alternative Currency Revolving
Credit Facility, to issue Alternative Currency Revolving Letters of Credit
denominated in an Alternative Currency for the account of the Borrower (provided, that any Alternative Currency Revolving Letter of
Credit may be for the benefit of any Subsidiary of the Borrower) and to amend
or renew Alternative Currency Revolving Letters of Credit previously issued by
it, in accordance with Section 2.03(b), and (y) to honor drafts under the
Alternative Currency Revolving Letters of Credit and (2) the Alternative
Currency Revolving Credit Lenders severally agree to participate in Alternative
Currency Revolving Letters of Credit issued pursuant to this Section 2.03 and
(C)(1) each Post-First Amendment and Restatement Synthetic L/C Issuer
agrees, in reliance upon the agreements of the other Post-First Amendment
and Restatement Synthetic L/C Lenders set forth in this Section 2.03, (x) from
time to time on any Business Day during the period from the First Amendment and
Restatement Effective Date until the Letter of Credit Expiration Date
applicable to the Post-First Amendment and Restatement Synthetic L/C
Facility, to issue Synthetic L/C Letters of Credit for the account of the
Borrower (provided, that any Synthetic L/C Letter
of Credit may be for the benefit of any Subsidiary) and to amend or renew
Synthetic L/C Letters of Credit previously issued by it, in accordance with
Section 2.03(b), and (y) to honor drafts under the Synthetic L/C Letters of
Credit and (2) the Post-First Amendment and Restatement Synthetic L/C
Lenders severally agree to participate in Synthetic L/C Letters of Credit
issued pursuant to this Section 2.03; provided that
no L/C Issuer shall be obligated to make any L/C Credit Extension with respect
to any Letter of Credit, and no Lender shall be obligated to participate in any
Letter of Credit if as of the date of such L/C Credit Extension, (I)(x) the
Dollar Revolving Credit Exposure of any Lender would exceed such Lender’s
Dollar Revolving Credit Commitment, (y) the Alternative Currency Revolving
Credit Exposure of any Lender would exceed such Lender’s Alternative Currency
Revolving Credit Commitment or (z) the Outstanding Amount of the Dollar
Revolving L/C Obligations would exceed the Dollar Revolving Letter of Credit
Sublimit or (II) in the case of the Synthetic L/C Letters of Credit, the Post-First
Amendment and Restatement Synthetic L/C Exposure would exceed the sum of such
Lender’s Post-First Amendment and Restatement Credit-Linked Deposit
and its Pro Rata Share of the outstanding Post-First Amendment and
Restatement Synthetic L/C Loans.  Within
the foregoing limits, and subject to the terms and conditions hereof, the
Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly
the Borrower may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon and
reimbursed.  If the Borrower shall fail
to specify whether any requested Letter of Credit is to be a Revolving Letter
of Credit or a Synthetic L/C Letter of Credit, then the requested Letter of
Credit shall be deemed to be a Synthetic L/C Letter of Credit unless the
issuance thereof would not be permitted by the foregoing provisions of this
paragraph, in which case it shall be deemed to be a Revolving Letter of
Credit.  Notwithstanding any such
specification or deemed specification, the Borrower may request in writing that
a Letter of Credit issued under either Revolving Credit Facility or the Post-First
Amendment and Restatement Synthetic L/C Facility be deemed to be issued under
any other Facility (and such redesignation shall become effective on the date
of receipt by the Administrative Agent of such written request which shall be a
Business Day) so long as if at the time of the Administrative Agent’s receipt
of such request the issuance of such a Letter of Credit would be permitted
under such Facility by the foregoing provisions of this paragraph.  All Synthetic L/C Letters of Credit will be
denominated in Dollars.



 69
 









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


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


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


(C)                the
expiry date of such requested Letter of Credit would occur after applicable
Letter of Credit Expiration Date, unless all the Dollar Revolving Credit
Lenders or Post-First Amendment and Restatement Synthetic L/C Lenders, as
applicable, have approved such expiry date; or


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


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


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


(i)               Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Borrower
delivered to an L/C Issuer (with a copy to the Administrative Agent) in the
form of a Letter of Credit Application, appropriately completed and signed by a
Responsible Officer of the Borrower. 
Such Letter of Credit Application must be received by the relevant L/C
Issuer and the Administrative Agent not later than 12:00 p.m. at least two (2)
Business Days prior to the proposed issuance date or date of amendment, as the
case may be; or, in each case, such later date and time as the relevant L/C
Issuer may agree in a particular instance in its sole discretion.  In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the
proposed issuance date of the requested Letter of Credit (which shall be a Business
Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and
address of the beneficiary thereof; (e) the documents to be presented by such
beneficiary in case of any drawing



 70
 









thereunder;
(f) the full text of any certificate to be presented by such beneficiary in
case of any drawing thereunder; (g) the currency in which the request Letter of
Credit will be denominated; and (h) such other matters as the relevant L/C
Issuer may reasonably request.  In the case
of a request for an amendment of any outstanding Letter of Credit, such Letter
of Credit Application shall specify in form and detail reasonably satisfactory
to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the
nature of the proposed amendment; and (4) such other matters as the relevant
L/C Issuer may reasonably request.


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


(iii)             If the Borrower so requests in any
applicable Letter of Credit Application, the relevant L/C Issuer shall agree to
issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit
must permit the relevant L/C Issuer to prevent any such renewal at least once
in each twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Nonrenewal Notice Date”)
in each such twelve-month period to be agreed upon at the time such
Letter of Credit is issued.  Unless
otherwise directed by the relevant L/C Issuer, the Borrower shall not be
required to make a specific request to the relevant L/C Issuer for any such
renewal.  Once an Auto-Renewal
Letter of Credit has been issued, the applicable Lenders shall be deemed to
have authorized (but may not require) the relevant L/C Issuer to permit the
renewal of such Letter of Credit at any time to an expiry date not later than
the applicable Letter of Credit Expiration Date; provided
that the relevant L/C Issuer shall not permit any such renewal if (A) the
relevant L/C Issuer has determined that it would have no obligation at such
time to issue such Letter of Credit in its renewed



 71
 









form under the
terms hereof (by reason of the provisions of Section 2.03(a)(iii) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is five (5) Business Days before the Nonrenewal
Notice Date from the Administrative Agent, any Revolving Credit Lender or Post-First
Amendment and Restatement Synthetic L/C Lender, as applicable, or the Borrower
that one or more of the applicable conditions specified in Section 4.03 is not
then satisfied.


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


(c)          Drawings and Reimbursements; Funding of Participations.


(i)               Upon receipt from the beneficiary
of any Letter of Credit of any notice of a drawing under such Letter of Credit,
the relevant L/C Issuer shall notify promptly the Borrower and the
Administrative Agent thereof.  Not later
than 11:00 a.m. on the Business Day immediately following the date of any
payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse
such L/C Issuer through the Administrative Agent in an amount equal to the
amount of such drawing.  If the Borrower
fails to so reimburse such L/C Issuer by such time, the Administrative Agent
shall promptly notify each Appropriate Lender of the Honor Date, the amount of
the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in
the case of an Alternative Currency) (the “Unreimbursed
Amount”), and the amount of such Appropriate Lender’s Pro Rata Share
thereof.  In such event, (x) in the case
of an Unreimbursed Amount under a Dollar Revolving Letter of Credit, the Borrower
shall be deemed to have requested a Dollar Revolving Credit Borrowing of Base
Rate Loans, (y) in the case of an Unreimbursed Amount under an Alternative
Currency Revolving Letter of Credit, the Borrower shall be deemed to have
requested an Alternative Currency Revolving Credit Borrowing of Eurocurrency
Rate Loans and (z) in the case of an Unreimbursed Amount under a Synthetic L/C
Letter of Credit, the Borrower shall be deemed to have requested a Post-First
Amendment and Restatement Synthetic L/C Borrowing of Eurocurrency Rate Loans as
described in clause (viii) below, in each case to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the principal amount of
Eurocurrency Rate Loans or Base Rate Loans, but subject to the amount of the
unutilized portion of the Revolving Credit Commitments of the Appropriate
Lenders and Revolving Credit Lenders or the unutilized portion of the Post-First
Amendment and Restatement Synthetic L/C Commitments of the Post-First
Amendment and Restatement Synthetic L/C Lenders, as applicable, and subject, in
each case, to the conditions set forth in Section 4.03 (other than the delivery
of a Committed Loan Notice).  Any notice
given by an L/C Issuer or the Administrative Agent pursuant to this Section
2.03(c)(i) may be given by telephone if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.


(ii)              Each Dollar Revolving Credit
Lender (including any such Lender acting as an L/C Issuer) shall upon any
notice pursuant to Section 2.03(c)(i) make funds available to the Administrative
Agent for the account of the relevant Revolving L/C Issuer at the Administrative



 72
 









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


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


(iv)            Until each Revolving Credit Lender
funds its Revolving Credit Loan or Revolving L/C Advance pursuant to this
Section 2.03(c) to reimburse the relevant Revolving L/C Issuer for any amount
drawn under any Revolving Letter of Credit, interest in respect of such Lender’s
Pro Rata Share of such amount shall be solely for the account of the relevant
Revolving L/C Issuer.



 73















(v)           Each Revolving Credit Lender’s obligation to
make Revolving Credit Loans or Revolving L/C Advances to reimburse a Revolving
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section 2.03(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the relevant Revolving L/C
Issuer, the Borrower or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default; or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided
that each Revolving Credit Lender’s obligation to make Revolving Credit Loans
pursuant to this Section 2.03(c) is subject to the conditions set forth in
Section 4.03 (other than delivery by the Borrower of a Committed Loan
Notice).  No such making of a Revolving
L/C Advance shall relieve or otherwise impair the obligation of the Borrower to
reimburse the relevant Revolving L/C Issuer for the amount of any payment made
by such Revolving L/C Issuer under any Revolving Letter of Credit, together
with interest as provided herein.


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


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


(viii)        If the Post-First Amendment and
Restatement Synthetic L/C Issuer shall not have received from the Borrower the
payment required to be made by Section 2.03(c)(i) with respect to any Synthetic
L/C Letter of Credit within the time specified in such Section, the Post-First
Amendment and Restatement Synthetic L/C Issuer will promptly notify the
Administrative Agent of the Unreimbursed Amount and the Administrative Agent
will promptly notify each Post-First Amendment and Restatement Synthetic
L/C Lender of such Unreimbursed Amount and its Pro Rata Share thereof.  Each Post-First Amendment and
Restatement Synthetic L/C Lender hereby authorizes the Administrative Agent to
reimburse the Post-First Amendment and Restatement Synthetic L/C Issuer
solely from such Lender’s Pro Rata Share of the Post-First Amendment and
Restatement Credit-Linked Deposits on deposit with the Administrative
Agent in the Post-First Amendment and Restatement Credit-Linked
Deposit Account (it being understood



 74
 









that such amount shall be deemed to constitute
a Post-First Amendment and Restatement Synthetic L/C Loan (which shall
initially be a Eurocurrency Rate Loan as set forth in clause (ix) below) of
such Lender and such payment shall have reduced the Post-First Amendment
and Restatement Credit-Linked Deposits in a like amount) (it being
further understood that if the conditions precedent to borrowing set forth in
Section 4.03 have not been met, then such amount shall not constitute a Post-First
Amendment and Restatement Synthetic L/C Loan and shall not relieve the Borrower
of its obligation to reimburse such Unreimbursed Amount), and the Administrative
Agent will promptly pay to the Post-First Amendment and Restatement
Synthetic L/C Issuer such amounts. 
Notwithstanding anything herein to the contrary, the funding obligation
of each Post-First Amendment and Restatement Synthetic L/C Lender in
respect of its participation in Synthetic L/C Letters of Credit shall be
satisfied in full upon the funding of its Post-First Amendment and
Restatement Credit-Linked Deposit. 
Any amounts received by the Administrative Agent thereafter pursuant to
Section 2.03(c) in respect of an Unreimbursed Amount under a Synthetic L/C
Letter of Credit will be promptly remitted by the Administrative Agent to the
Post-First Amendment and Restatement Credit-Linked Deposit Account
(it being understood that, thereafter, such amounts will be available to
reimburse the Post-First Amendment and Restatement Synthetic L/C Issuer
in accordance with the preceding sentence of this paragraph).


(ix)           On each date on which the Administrative
Agent charges the Post-First Amendment and Restatement Credit-Linked
Deposit Account to reimburse an Unreimbursed Amount in respect of a Synthetic
L/C Letter of Credit as provided in Section 2.03(c)(viii), if such amount is
deemed to be a Post-First Amendment and Restatement Synthetic L/C Loan,
the Borrower shall have the right either to reimburse such amount or to allow
such amount to remain outstanding as a Post-First Amendment and
Restatement Synthetic L/C Loan with an initial Interest Period coincident with
the then-applicable Interest Periods for the Post-First Amendment
and Restatement Credit-Linked Deposits, subject to subsequent conversion
in accordance with Section 2.02.


(x)            If any payment received by the
Administrative Agent for the account of an L/C Issuer pursuant to Section
2.03(c)(i) is required to be returned under any of the circumstances described
in Section 10.06 (including pursuant to any settlement entered into by such L/C
Issuer in its discretion), (1) in the case of a Revolving Letter of Credit,
each Revolving Lender shall pay to the Administrative Agent for the account of
such Revolving L/C Issuer its Pro Rata Share thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
applicable Overnight Rate from time to time in effect and (2) in the case of a
Synthetic L/C Letter of Credit, each Post-First Amendment and Restatement
Synthetic L/C Lender hereby authorizes the Administrative Agent to reimburse
such Post-First Amendment and Restatement Synthetic L/C Issuer solely
from such Lender’s Pro Rata Share of the Post-First Amendment and
Restatement Credit-Linked Deposits on deposit with the Administrative
Agent in the Post-First Amendment and Restatement Credit-Linked
Deposit Account, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Eurocurrency
Rate for Term Loans.


(d)           Obligations
Absolute.  The obligation of
the Borrower to reimburse the relevant L/C Issuer for each drawing under each
Letter of Credit issued by it and to repay each L/C Borrowing shall be
absolute, unconditional



 75
 









and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:


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


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


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


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


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


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


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



 76
 









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


(f)            Cash
Collateral.  (i) If any Event
of Default occurs and is continuing and the Administrative Agent or the
Required Lenders, as applicable, require the Borrower to Cash Collateralize the
Revolving L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of
Default set forth under Section 8.01(f) or (g) occurs and is continuing, then
the Borrower shall Cash Collateralize the then Outstanding Amount of all
Revolving L/C Obligations (in an amount equal to such Outstanding Amount
determined as of the date of such Event of Default), and shall do so not later
than 2:00 p.m., New York City time, on (x) in the case of the immediately
preceding clause (i), (1) the Business Day



 77
 









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


(g)           Letter of
Credit Fees.


(i)The Borrower shall pay to the Administrative Agent for the account
of each Dollar Revolving Credit Lender in accordance with its Pro Rata Share a
Letter of Credit fee for each Dollar Revolving Letter of Credit issued pursuant
to this Agreement equal to the Applicable Rate times the daily maximum amount
then available to be drawn under such Dollar Revolving Letter of Credit
(whether or not such maximum amount is then in effect under such Dollar
Revolving Letter of Credit if such



 78
 









    maximum amount increases
periodically pursuant to the terms of such Dollar Revolving Letter of
Credit).  Such letter of credit fees
shall be computed on a quarterly basis in arrears.  Such letter of credit fees shall be due and
payable in Dollars on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Dollar Revolving Letter of Credit, on the Letter of Credit
Expiration Date relating to Dollar Revolving Letters of Credit and thereafter
on demand.  If there is any change in the
Applicable Rate during any quarter, the daily maximum amount of each Dollar
Revolving Letter of Credit shall be computed and multiplied by the Applicable
Rate separately for each period during such quarter that such Applicable Rate
was in effect.


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


(h)           Fronting Fee
and Documentary and Processing Charges Payable to L/C Issuers.  The Borrower shall pay directly to each L/C
Issuer for its own account a fronting fee with respect to each Revolving Letter
of Credit issued by it equal to 0.125% per annum of the daily maximum amount
then available to be drawn under such Revolving Letter of Credit (whether or
not such maximum amount is then in effect under such Revolving Letter of Credit
if such maximum amount increases periodically pursuant to the terms of such
Revolving Letter of Credit).  Such
fronting fees shall be computed on a quarterly basis in arrears.  Such fronting fees shall be due and payable
on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Revolving Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand.  In addition, the
Borrower shall pay directly to each L/C Issuer for its



 79
 









own account
the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of such L/C Issuer relating to letters of
credit as from time to time in effect. 
Such customary fees and standard costs and charges are due and payable
within ten (10) Business Days of demand and are nonrefundable.


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


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


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


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


(k)           Post-First
Amendment and Restatement Credit-Linked Deposit Account.


(i)Each of the Administrative Agent, the Post-First Amendment and
Restatement Synthetic L/C Issuer and each Post-First Amendment and
Restatement Synthetic L/C Lender hereby acknowledges and agrees that (x) each
Post-First Amendment and Restatement Synthetic L/C Lender is funding or
has funded, as the case may be, its Post-First Amendment and Restatement
Credit-Linked Deposit to the Administrative Agent for application in the
manner contemplated by Section 2.03(c)(viii) and (y) the Administrative Agent
may invest the Post-First Amendment and Restatement Credit-Linked
Deposits in such investments as may be determined from time to time by the
Administrative Agent.  The Administrative
Agent hereby agrees to pay to each Post-First Amendment and Restatement
Synthetic L/C Lender, on each Interest Payment Date for the Post-First
Amendment and Restatement Credit-Linked Deposits, interest (computed on
the basis of the actual number of days elapsed over a year of 360 days) on the
amount of such Post-First Amendment and Restatement Synthetic L/C Lender’s
Pro Rata Share of the aggregate amount of the Post-First Amendment and
Restatement Credit-Linked Deposits during such Interest Period at a rate
per annum equal to the Eurocurrency



 80
 









     Rate for such Interest Period
less the Post-First Amendment and Restatement Credit-Linked Deposit
Cost Amount.  With respect to any Interest
Period during which a Post-First Amendment and Restatement Synthetic L/C
Loan is deemed made, the Administrative Agent shall determine the amount of
interest payable by the Borrower on such Post-First Amendment and
Restatement Synthetic L/C Loan for the portion of such Interest Period during
which such Post-First Amendment and Restatement Synthetic L/C Loan is
outstanding and the amount of interest payable by the Administrative Agent on
the Post-First Amendment and Restatement Credit-Linked Deposits
during such Interest Period pursuant to the applicable provisions of this
Agreement, and such determination shall be conclusive absent manifest error.


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


(l)            Post-First
Amendment and Restatement Synthetic L/C Facility.  Notwithstanding anything to the contrary, the
Letters of Credit under the Post-First Amendment and Restatement
Synthetic L/C Facility shall only be issued by the Post-First Amendment
and Restatement Synthetic L/C Issuer.


SECTION 2.04            Swing Line Loans.


(a)           The Swing
Line.  Subject to the terms
and conditions set forth herein, the Swing Line Lender agrees to make loans in
Dollars (each such loan, a “Swing Line Loan”)
to the Borrower from time to time on any Business Day (other than the Original
Closing Date and the Worldspan Closing Date) until the Maturity Date in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line
Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated
with the Pro Rata Share of the Outstanding Amount of Dollar Revolving Credit
Loans and Dollar Revolving L/C Obligations of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender’s Dollar Revolving Credit
Commitment; provided that, after giving effect to
any Swing Line Loan, the aggregate Outstanding Amount of the Dollar Revolving
Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the
Outstanding Amount of all Dollar Revolving L/C Obligations, plus such Lender’s
Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not
exceed such Lender’s Dollar Revolving Credit



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Commitment
then in effect; provided  further
that, the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. 
Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04. 
Each Swing Line Loan shall be a Base Rate Loan.  Swing Line Loans shall only be denominated in
Dollars.  Immediately upon the making of
a Swing Line Loan, each Dollar Revolving Credit Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the
product of such Lender’s Pro Rata Share times the amount of such Swing Line
Loan.


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


(c)           Refinancing
of Swing Line Loans.


(i)            The Swing Line Lender at any time in its
sole and absolute discretion may request, on behalf of the Borrower (which
hereby irrevocably authorizes the Swing Line Lender to so request on its
behalf), that each Dollar Revolving Credit Lender make a Base Rate Loan in an
amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans
then outstanding.  Such request shall be
made in writing (which written request shall be deemed to be a Committed Loan
Notice for purposes hereof) and in accordance with the requirements of Section



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2.02, without regard to the minimum and multiples specified therein for
the principal amount of Base Rate Loans, but subject to the unutilized portion
of the aggregate Dollar Revolving Credit Commitments and the conditions set
forth in Section 4.03.  The Swing Line
Lender shall furnish the Borrower with a copy of the applicable Committed Loan
Notice promptly after delivering such notice to the Administrative Agent.  Each Dollar Revolving Credit Lender shall
make an amount equal to its Pro Rata Share of the amount specified in such
Committed Loan Notice available to the Administrative Agent in Same Day Funds
for the account of the Swing Line Lender at the Administrative Agent’s Office
for Dollar denominated payments not later than 1:00 p.m. on the day specified
in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
Dollar Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the
funds so received to the Swing Line Lender.


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


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


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



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(d)           Repayment of
Participations.


(i)            At any time after any Dollar Revolving
Credit Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing
Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata
Share of such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s risk
participation was funded) in the same funds as those received by the Swing Line
Lender.


(ii)           If any payment received
by the Swing Line Lender in respect of principal or interest on any Swing Line
Loan is required to be returned by the Swing Line Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Dollar Revolving
Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on
demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the
applicable Overnight Rate.  The
Administrative Agent will make such demand upon the request of the Swing Line
Lender.


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


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


SECTION 2.05            Prepayments.


(a)           Optional.


(i)            The Borrower may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Term
Loans, Revolving Credit Loans and Post-First Amendment and Restatement
Synthetic L/C Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the
Administrative Agent not later than 12:00 p.m. (New York, New York time or
London, England time in the case of Loans denominated in an Alternative Currency)
(A) three (3) Business Days prior to any date of prepayment of Eurocurrency
Rate Loans denominated in Dollars, (B) four (4) Business Days prior to any date
of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency
and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of
Eurocurrency Rate Loans shall be in a principal amount of (x) $2,500,000 or a
whole multiple of $500,000 in excess thereof in the case of Tranche B Dollar
Term Loans, (y) €2,500,000 or a whole multiple of €500,000 in excess thereof in
the case of Euro Term Loans or Alternative Currency Loans denominated in Euros
or (z) £2,500,000 or a whole multiple of £500,000 in excess thereof in the case
of Alternative Currency Loans denominated in Sterling; and (3) any prepayment
of Base Rate Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding (it being understood



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that Base Rate Loans shall be denominated in Dollars only).  Each such notice shall specify the date and
amount of such prepayment and the Class(es) and Type(s) of Loans to be
prepaid.  The Administrative Agent will
promptly notify each Appropriate Lender of its receipt of each such notice, and
of the amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by a Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05.  Each prepayment of principal of, and interest
on, Alternative Currency Loans shall be made in the relevant Alternative
Currency (even if Borrower is required to convert currency to do so).  Each prepayment of the Loans pursuant to this
Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with
their respective Pro Rata Shares.


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


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


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


(v)           Voluntary
prepayments of Post-First Amendment and Restatement Synthetic L/C Loans
made other than in connection with a corresponding reduction of the Post-First
Amendment and Restatement Synthetic L/C Commitments shall be made to the
Administrative Agent, which shall promptly remit the same to the Post-First
Amendment and Restatement Credit-Linked Deposit Account.


(b)           Mandatory.


(i)            Within five (5) Business Days after
financial statements have been delivered pursuant to Section 6.01(a) and the related
Compliance Certificate has been delivered pursuant to Section 6.02(b), the
Borrower shall cause to be prepaid an aggregate Dollar Amount of Term Loans
equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if
any, for the fiscal year covered by such financial statements (commencing with
the fiscal year ended December 31, 2007) minus (B) the sum of (i) all
voluntary prepayments of Term Loans during such fiscal year and (ii) all
voluntary prepayments



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of Revolving Credit Loans during such fiscal year to the extent the
Revolving Credit Commitments are permanently reduced by the amount of such
payments, in the case of each of the immediately preceding clauses (i) and
(ii), to the extent such prepayments are not funded with the proceeds of
Indebtedness; provided that (x) the ECF
Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered
by such financial statements was less than 4.25:1 and greater than or equal to
3.25:1 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for
the fiscal year covered by such financial statements was less than 3.25:1.


(ii)           (A)  If (x) Holdings, the Borrower or any
Restricted Subsidiary Disposes of any property or assets (other than any
Disposition of any property or assets permitted by Section 7.05(a), (b), (c),
(d) (to the extent constituting a Disposition by any Restricted Subsidiary to a  Loan Party), (e), (g) or (h)) or (y) any
Casualty Event occurs, which in the aggregate results in the realization or
receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash
Proceeds, the Borrower shall cause to be prepaid on or prior to the date which
is ten (10) Business Days after the date of the realization or receipt of such
Net Cash Proceeds an aggregate Dollar Amount of Term Loans equal to 100% (or,
in the case of a Disposition made solely pursuant to Section 7.05(o), such
lesser percentage of Net Cash Proceeds as may be specified in Section 7.05(o)
with respect to such Disposition) of all Net Cash Proceeds realized or
received; provided that, other than in the case of
a Disposition made pursuant to Section 7.05(n), no such prepayment shall be
required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion
of such Net Cash Proceeds that the Borrower shall have, on or prior to such
date, given written notice to the Administrative Agent of its intent to
reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be
provided if no Event of Default has occurred and is then continuing);


(B)        With respect to any Net
Cash Proceeds realized or received with respect to any Disposition (other than
(I) any Disposition specifically excluded from the application of Section
2.05(b)(ii)(A) or (II) any Disposition pursuant to Section 7.05(n)) or any Casualty
Event, at the option of the Borrower, the Borrower may reinvest all or any
portion of such Net Cash Proceeds in assets useful for the business of Holdings
and/or its Subsidiaries within (x) fifteen (15) months following receipt of
such Net Cash Proceeds or (y) if the Borrower enters into a legally binding
commitment to reinvest such Net Cash Proceeds within fifteen (15) months
following receipt thereof, within one hundred and eighty (180) days of the date
of such legally binding commitment; provided that
(i) so long as an Event of Default shall have occurred and be continuing, the
Borrower (x) shall not be permitted to make any such reinvestments (other than
pursuant to a legally binding commitment that the Borrower entered into at a
time when no Event of Default is continuing) and (y) shall not be required to
apply such Net Cash Proceeds which have been previously applied to prepay
Revolving Credit Loans to the prepayment of Term Loans until such time as the
relevant investment period has expired and no Event of Default is continuing
and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so
reinvested at any time after delivery of a notice of reinvestment election, an
amount equal to any such Net Cash Proceeds shall be applied within five (5)
Business Days after the Borrower reasonably determines that such Net Cash
Proceeds are no longer intended to be or cannot be so reinvested to the
prepayment of the Term Loans as set forth in this Section 2.05.



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(iii)          If Holdings, the Borrower or any Restricted
Subsidiary incurs or issues any Indebtedness not expressly permitted to be
incurred or issued pursuant to Section 7.03, the Borrower shall cause to be
prepaid an aggregate Dollar Amount of Term Loans equal to 100% of all Net Cash
Proceeds received therefrom on or prior to the date which is five (5) Business
Days after the receipt of such Net Cash Proceeds.


(iv)          If for any reason the aggregate Dollar
Revolving Credit Exposures at any time exceeds the aggregate Dollar Revolving
Credit Commitments then in effect, the Borrower shall promptly prepay or cause
to be promptly prepaid Dollar Revolving Credit Loans and Swing Line Loans
and/or Cash Collateralize the Dollar Revolving L/C Obligations in an aggregate
amount equal to such excess; provided that
the Borrower shall not be required to Cash Collateralize the Dollar Revolving
L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment
in full of the Dollar Revolving Credit Loans and Swing Line Loans such
aggregate Outstanding Amount exceeds the aggregate Dollar Revolving Credit
Commitments then in effect.  If for any
reason the aggregate Alternative Currency Revolving Credit Exposures at any
time exceeds the aggregate Alternative Currency Revolving Credit Commitments
then in effect, the Borrower shall promptly prepay or cause to be promptly
prepaid Alternative Currency Revolving Credit Loans and/or Cash Collateralize
the Alternative Currency Revolving L/C Obligations in an aggregate amount equal
to such excess; provided that the Borrower shall
not be required to Cash Collateralize the Alternative Currency Revolving L/C
Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in
full of the Alternative Currency Revolving Credit Loans such aggregate
Outstanding Amount exceeds the aggregate Alternative Currency Revolving Credit
Commitments then in effect.


(v)           Each prepayment of Term Loans pursuant to
this Section 2.05(b) shall be applied in direct order of maturity to repayments
thereof required pursuant to Section 2.07(a); and each such prepayment shall be
paid to the Lenders in accordance with their respective Pro Rata Shares subject
to clause (vi) of this Section 2.05(b).


(vi)          The Borrower shall notify the Administrative
Agent in writing of any mandatory prepayment of Term Loans required to be made
pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three
(3) Business Days prior to the date of such prepayment.  Each such notice shall specify the date of
such prepayment and provide a reasonably detailed calculation of the amount of
such prepayment.  The Administrative
Agent will promptly notify each Appropriate Lender of the contents of the
Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of
the prepayment.  Each Appropriate Lender
may reject all or a portion of its Pro Rata Share of any mandatory prepayment
of Term Loans required to be made pursuant to clauses (i) through (iii) of this
Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative
Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day
after the date of such Lender’s receipt of notice from the Administrative Agent
regarding such prepayment; provided that
any Rejection Notice may be rejected by the Borrower by 5:00 p.m. (New York
time) on the day of its receipt and shall thereupon become ineffective.  Each Rejection Notice from a given Lender
shall specify the principal amount of the mandatory repayment of Term Loans to
be rejected by such Lender.  If a Lender
fails to deliver a Rejection Notice to the Administrative Agent within the time
frame specified above or such Rejection Notice fails to specify the principal
amount of the Term Loans to be rejected, any such failure will be deemed an
acceptance of the total amount of such mandatory repayment of Term Loans.  In



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the event a Lender rejects all or any portion
of its Pro Rata Share of any mandatory prepayment of Term Loans required
pursuant to clauses (i) through (iii) of this Section 2.05(b), the rejected
portion of such Lender’s Pro Rata Share of such prepayment shall be retained by
the Borrower.


(vii)         Notwithstanding any of the other provisions of
Section 2.05(b), so long as no Event of Default shall have occurred and be
continuing, if any prepayment of Eurocurrency Rate Loans is required to be made
under this Section 2.05(b), other than on the last day of the Interest Period
therefor, the Borrower may, in its sole discretion, deposit the amount of any
such prepayment otherwise required to be made thereunder into a Cash Collateral
Account until the last day of such Interest Period, at which time the Administrative
Agent shall be authorized (without any further action by or notice to or from
the Borrower or any other Loan Party) to apply such amount to the prepayment of
such Loans in accordance with this Section 2.05(b).  Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent shall also be
authorized (without any further action by or notice to or from the Borrower or
any other Loan Party) to apply such amount to the prepayment of the outstanding
Loans in accordance with this Section 2.05(b).


(c)           Interest,
Funding Losses, Etc.  All
prepayments under this Section 2.05 shall be accompanied by all accrued
interest thereon, together with, in the case of any such prepayment of a
Eurocurrency Rate Loan (other than a Post-First Amendment and Restatement
Synthetic L/C Loan to the extent such prepayment is applied to increase the
Post-First Amendment and Restatement Credit-Linked Deposits) on a
date other than the last day of an Interest Period therefor, any amounts owing
in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.


SECTION 2.06            Termination or
Reduction of Commitments and Credit-Linked Deposits.


(a)           Optional.  The Borrower may, upon written notice to the
Administrative Agent, terminate the unused Commitments of any Class, or from
time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the
Administrative Agent three (3) Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount
of $500,000 or any whole multiple of $100,000 in excess thereof and (iii) if,
after giving effect to any reduction of the Commitments, the Dollar Revolving
Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the
Dollar Revolving Credit Facility, such sublimit shall be automatically reduced
by the amount of such excess.  The amount
of any such Commitment reduction shall not be applied to the Dollar Revolving
Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified
by the Borrower.  Notwithstanding the
foregoing, the Borrower may rescind or postpone any notice of termination of
the Commitments if such termination would have resulted from a refinancing of
all of the Facilities, which refinancing shall not be consummated or otherwise
shall be delayed.  At their option,
Borrowers may at any time terminate, or from time to time permanently reduce,
the Post-First Amendment and Restatement Credit-



 88














Linked
Deposits; provided that (i) each reduction of
the Post-First Amendment and Restatement Credit-Linked Deposits shall be in an
amount that is an integral multiple of $100,000 and not less than $500,000 and
(ii) the Post-First Amendment and Restatement Credit-Linked Deposits shall
not be terminated or reduced if, after giving effect thereto, the aggregate
amount of Post-First Amendment and Restatement Synthetic L/C Exposure would
exceed the aggregate amount of Post-First Amendment and Restatement Credit-Linked
Deposits.  In the case of a termination or reduction of the Credit-Linked Deposits pursuant
to the previous sentence and, so long as the Post-First Amendment and
Restatement LC Exposure (other than to the
extent such LC Exposure is cash collateralized on terms satisfactory to the
Synthetic Issuing Bank and the Administrative Agent) as of the Maturity Date
shall not exceed zero, at the Maturity Date, the Administrative Agent shall
return to the Post-First Amendment and Restatement Synthetic L/C Lenders, from the Credit-Linked Deposit Account
on a pro rata basis.


(b)           Mandatory.  The
Tranche B Dollar Term Commitment of each Tranche B Dollar Term Lender shall be
automatically and permanently reduced to $0 upon the making of such Tranche B
Dollar Term Lender’s Tranche B Dollar Term Loans pursuant to Section 2.01(a).  The
Euro Term Commitment of each Euro Term Lender shall be automatically and permanently
reduced to $0 upon the making of such Euro Term Lender’s Euro Term Loans
pursuant to Section 2.01(b).  The Revolving Credit Commitments and the
Post-First Amendment and Restatement Synthetic L/C Commitments shall terminate
on the applicable Maturity Date for each such Facility.


(c)           Application of Commitment
Reductions; Payment of Fees. 
The Administrative Agent will promptly notify the Lenders of any termination
or reduction of unused portions of the Dollar Revolving Letter of Credit
Sublimit, or the Swing Line Sublimit or the unused Commitments of any Class
under this Section 2.06.  Upon any
reduction of unused Commitments of any Class, the Commitment of each Lender of
such Class shall be reduced by such Lender’s Pro Rata Share of the amount by
which such Commitments are reduced (other than the termination of the
Commitment of any Lender as provided in Section 3.07).


SECTION 2.07               Repayment
of Loans.


(a)           Tranche B Dollar Term
Loans.  The Borrower shall repay
to the Administrative Agent for the ratable account of the Tranche B Dollar
Term Lenders (i) on the last Business Day of each March, June, September and December,
commencing with the last Business Day of December 2006, an aggregate Dollar
Amount equal to 0.25% of the aggregate Dollar Amount of all Tranche B Dollar
Term Loans that would have been outstanding on the Original Closing Date
(assuming for this Section 2.07 only that such Tranche B Dollar Term Loans were
issued on August 23, 2006 in an amount equal to the Dollar Term Loans issued
under the Original Credit Agreement and that all scheduled



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amortization
payments prior to the First Amendment and Restatement Effective Date had been
made) (which payments shall be increased to reflect the aggregate Dollar Amount
of all Tranche B Dollar Term Loans outstanding on the Worldspan Closing Date)
(which payments shall be reduced as a result of the application of prepayments
in accordance with the order of priority set forth in Section 2.05) and (ii) on
the Maturity Date for the Tranche B Dollar Term Loans, the aggregate principal
amount of all Tranche B Dollar Term Loans outstanding on such date.


(b)           Euro Term Loans.  The Euro Term Borrower shall repay to the
Administrative Agent for the ratable account of the Euro Term Lenders (i) on
the last Business Day of each March, June, September and December, commencing
with the last Business Day of December 2006, an aggregate amount in Euros equal
to 0.25% of the aggregate of all Euro Term Loans outstanding on the Original
Closing Date (which payments shall be increased to reflect the amount in Euros
of all Euro Term Loans outstanding on the Worldspan Closing Date) (which payments
shall be reduced as a result of the application of prepayments in accordance
with the order of priority set forth in Section 2.05) and (ii) on the Maturity
Date for the Euro Term Loans, the aggregate principal amount of all Euro Term
Loans outstanding on such date.


(c)           Revolving Credit Loans.  The Borrower shall repay to the Administrative
Agent for the ratable account of the Appropriate Lenders on the Maturity Date
for the Revolving Credit Facilities the aggregate principal amount of all of
its Revolving Credit Loans outstanding on such date.


(d)           Swing Line Loans.  The Borrower shall repay its Swing Line Loans
on the earlier to occur of (i) the date five (5) Business Days after such Loan
is made and (ii) the Maturity Date for the Dollar Revolving Credit Facility.


(e)           Post-First Amendment and
Restatement Synthetic L/C Loans. 
The Borrower shall repay to the Administrative Agent for the ratable
account of the Post-First Amendment and Restatement Synthetic L/C Lenders on
the Maturity Date for the Post-First Amendment and Restatement Synthetic L/C
Facility, the aggregate principal amount of all Post-First Amendment and
Restatement Synthetic L/C Loans outstanding on such date.


(f)            For the avoidance of doubt, all
Loans shall be repaid, whether pursuant to this Section 2.07 or otherwise, in
the currency in which they were made.


SECTION 2.08               Interest.


(a)           Subject to the provisions of Section
2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurocurrency



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Rate for such
Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency
Rate Loan of any Lender which is lent from a Lending Office in the United
Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate; (iii) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate for Dollar
Revolving Credit Loans and (iv) each Post-First
Amendment and Restatement Synthetic L/C Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period (or portion
thereof) (which Interest Period shall be coincident with the applicable
Interest Period for the Post-First Amendment and Restatement Credit-Linked Deposits)
at a rate per annum equal to the Eurocurrency Rate for the Post-First Amendment
and Restatement Credit-Linked Deposits plus the Applicable Rate for
Eurocurrency Rate Term Loans.  For
the avoidance of doubt, (a) each Alternative Currency Loan shall be a
Eurocurrency Rate Loan and (b) as of the First Amendment and Restatement
Effective Date and subject to subsequent conversions pursuant to Section 2.02,
each Original Tranche B Dollar Term Loan that is a Eurocurrency Rate Loan shall
have an Interest Period that is (x) if such Original Tranche B Dollar Term Loan
has been converted from a Dollar Term Loan (as defined in the Original Credit
Agreement) pursuant to the provisions of the First Amended and Restated Credit
Agreement, the Interest Period in effect for such Dollar Term Loan immediately
prior to the First Amendment and Restatement Effective Date and (y) if such
Original Tranche B Dollar Term Loan is made pursuant to a commitment under a
Tranche B Lender Addendum, the Interest Period set forth in the Committed Loan
Notice delivered with respect thereto.


(b)           The Borrower shall pay interest on
past due amounts hereunder at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable
Laws.  Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and payable
upon demand.


(c)           Interest on each Loan shall be due
and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. 
Interest hereunder shall be due and payable in accordance with the terms
hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law. 
For the avoidance of doubt, interest on Dollar Term Loans that have been
converted to Original Tranche B Dollar Term Loans pursuant to the provisions of
the First Amended and Restated Credit Agreement that shall have accrued and
shall have been unpaid prior to the occurrence of the First Amendment and
Restatement Effective Date shall be paid on the first Interest Payment Date
applicable to such Original Tranche B Dollar Term Loans following the First
Amendment and Restatement Date.



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(d)           Interest on each Loan shall be
payable in the currency in which each Loan was made.


(e)           For the avoidance of doubt, the
Delayed Draw Term Loans will only accrue interest from and after the Worldspan
Closing Date.


SECTION 2.09       Fees.  In addition to certain fees described in
Sections 2.03(g) and (h):


(a)           Commitment
Fee.  The Borrower shall pay
to the Administrative Agent for the account of each (i) Dollar Revolving Credit
Lender in accordance with its Pro Rata Share, a commitment fee equal to the
Applicable Rate with respect to commitment fees times the actual daily amount
by which the aggregate Dollar Revolving Credit Commitment exceeds the sum of
(A) the Outstanding Amount of Dollar Revolving Credit Loans and (B) the Outstanding
Amount of Dollar Revolving L/C Obligations; provided that
any commitment fee accrued with respect to any of the Dollar Revolving
Commitments of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable
by the Borrower so long as such Lender shall be a Defaulting Lender except to
the extent that such commitment fee shall otherwise have been due and payable
by the Borrower prior to such time; and provided  further that no commitment fee shall accrue on any of the
Dollar Revolving Credit Commitments of a Defaulting Lender so long as such
Lender shall be a Defaulting Lender and (ii) Alternative Currency Revolving
Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to
the Applicable Rate with respect to commitment fees times the actual daily
amount by which the aggregate Alternative Currency Revolving Credit Commitment
exceeds the sum of (A) the Outstanding Amount of Alternative Currency Revolving
Credit Loans and (B) the Outstanding Amount of Alternative Currency Revolving
L/C Obligations; provided that any commitment fee
accrued with respect to any of the Alternative Currency Revolving Commitments
of a Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Borrower
so long as such Lender shall be a Defaulting Lender except to the extent that
such commitment fee shall otherwise have been due and payable by the Borrower
prior to such time; and provided  further that no commitment fee shall accrue on any of the
Alternative Currency Revolving Credit Commitments of a Defaulting Lender so
long as such Lender shall be a Defaulting Lender.  The commitment fees shall accrue at all times
from the Original Closing Date until the Maturity Date for the Revolving Credit
Facilities, including at any time during which one or more of the conditions in
Article 4 is not met, and shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the Original Closing Date, and on the
Maturity Date for the Revolving Credit Facilities.  The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


(b)           Facility Fee.  The Borrower
shall pay to the Administrative Agent for the account of each Post-First
Amendment and Restatement Synthetic L/C Lender in accordance



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with its Pro Rata Share of the
amounts on deposit in the Post-First Amendment and Restatement Credit-Linked
Deposit Account, a facility fee equal to the sum of (A) the Applicable Rate
with respect to Post-First Amendment and Restatement Synthetic L/C facility
fees times the amount of such Post-First Amendment and Restatement Synthetic
L/C Lender’s Post-First Amendment and Restatement Credit-Linked Deposit and (B)
the Post-First Amendment and Restatement Credit-Linked Deposit Cost Amount for
such period.  The facility fee shall
accrue at all times from the First Amendment and Restatement Effective Date
until the Maturity Date for the Post-First Amendment and Restatement Synthetic
L/C Facility, including at any time during which one or more of the conditions
in Article 4 is not met, and shall be due and payable on each Interest Payment
Date with respect to Post-First Amendment and Restatement Credit-Linked
Deposits, and on any date on which any Post-First Amendment and Restatement
Credit-Linked Deposit is terminated and the funds therein returned to such
Lenders.  For the avoidance of doubt, facility
fees on Credit-Linked Deposits (as defined in the Original Credit Agreement)
that have been converted to Original Post-First Amendment and Restatement
Credit-Linked Deposits pursuant to the provisions of the First Amended and
Restated Credit Agreement that shall have accrued and shall have been unpaid
prior to the occurrence of the First Amendment and Restatement Effective Date
shall be paid on the first Interest Payment Date applicable to such Original
Post-First Amendment and Restatement Credit-Linked Deposits following the First
Amendment and Restatement Effective Date.


(c)           Ticking Fees.


(i)   Delayed Draw Term Commitments.  The Borrower shall pay to the Administrative
Agent for the account of each Delayed Draw Term Lender in accordance with its
Delayed Draw Term Commitment, a ticking fee equal to (A) if the Worldspan
Closing Date occurs prior to the 60th day following the Second Amendment and
Restatement Effective Date, or if the Delayed Draw Term Commitments are
terminated by the Borrower in accordance with Section 2.06(a) during such
period, for the period from the Second Amendment and Restatement Effective Date
to such 60th day an amount equal to 0.0% per annum of the actual daily average
of each such Lender’s Delayed Draw Term Commitment for the period from and
including the Second Amendment and Restatement Effective Date to and including
such 60th day, (B) if the Worldspan Closing Date occurs at any time from the
61st day following the Second Amendment and Restatement Effective Date until
the 150th day following the Second Amendment and Restatement Effective Date, or
if the Delayed Draw Term Commitments are terminated by the Borrower in
accordance with Section 2.06(a) during such period, an amount equal to 0.50%
per annum of the actual daily average of each such Lender’s Delayed Draw Term
Commitment for the period from and including such 61st day to and including the
Worldspan Closing Date or such date of termination, and (C) if the Worldspan
Closing Date occurs thereafter, or if the Delayed Draw Term Commitments are
terminated by the Borrower in accordance with Section 2.06(a) thereafter, an
amount equal to 1.00% per annum of the actual daily average of each such
Lender’s New Post-First Amendment 



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and Restatement Synthetic L/C Commitment for the period from and
including such 151st day to and including the Worldspan Closing Date or such
date of termination.  The ticking fee
shall accrue at all times from the Second Amendment and Restatement Effective
Date, and shall be due and payable on the Worldspan Closing Date; provided that if the Delayed Draw Term Commitments are
terminated by the Borrower in accordance with Section 2.06(a) prior to the
Worldspan Closing Date, such ticking fee shall be paid by the Borrower to the Administrative
Agent for the account of each Delayed Draw Term Lender on the effective date of
such termination.


(ii)  New Post-First Amendment and Restatement Synthetic L/C Commitments.  The Borrower shall pay to the Administrative
Agent for the account of each New Post-First Amendment and Restatement
Synthetic L/C Lender in accordance with its New Post-First Amendment and Restatement
Synthetic L/C Commitment, a ticking fee equal to (A) if the Worldspan Closing
Date occurs prior to the 60th day following the Second Amendment and
Restatement Effective Date, or if the New Post-First Amendment and Restatement
Synthetic L/C Commitments are terminated by the Borrower in accordance with
Section 2.06(a) during such period, an amount equal to 0.0% per annum of the
actual daily average of each such Lender’s New Post-First Amendment and
Restatement Synthetic L/C Commitment for the period from and including the
Second Amended and Restated Effective Date to and including such 60th day or
such date of termination, (B) if the Worldspan Closing Date occurs at any time
from the 61st day following the Second Amendment and Restatement Effective Date
until the 150th day following the Second Amendment and Restatement Effective
Date, or if the New Post-First Amendment and Restatement Synthetic L/C
Commitments are terminated by the Borrower in accordance with Section 2.06(a)
during such period, an amount equal to 0.50% per annum of the actual daily
average of each such Lender’s New Post-First Amendment and Restatement Synthetic
L/C Commitment for the period from and including such 61st day to and including
the Worldspan Closing Date or such date of termination, and (C) if the
Worldspan Closing Date occurs thereafter, or if the New Post-First Amendment
and Restatement Synthetic L/C Commitments are terminated by the Borrower in
accordance with Section 2.06(a) thereafter, an amount equal to 1.00% per annum
of the actual daily average of each such Lender’s New Post-First Amendment and
Restatement Synthetic L/C Commitment for the period from and including such
151st day to and including the Worldspan Closing Date or such date of
termination.  The ticking fee shall
accrue at all times from the Second Amendment and Restatement Effective Date,
and shall be due and payable on the Worldspan Closing Date; provided that if the New Post-First Amendment and Restatement
Synthetic L/C Commitments are terminated by the Borrower in accordance with Section
2.06(a) prior to the Worldspan Closing Date, such ticking fee shall be paid by
the Borrower to the Administrative



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Agent for the benefit of each New Post-First Amendment and Restatement
Synthetic L/C Lender on the effective date of such termination.


(iii) Revolving Credit Commitments.  The Borrower
shall pay to the Administrative Agent for the account of each New Revolving
Credit Lender in accordance with its Revolving Credit Commitment as in effect
at the Worldspan Closing Date, and each Increased Original Revolving Credit
Lender in accordance with its Increased Original Revolving Credit Commitment,
as the case may be, a ticking fee equal to (A) if the Worldspan Closing Date
occurs prior to the 60th day following the Second Amendment and Restatement
Effective Date, or if the Revolving Credit Commitments are terminated by the
Borrower in accordance with Section 2.06(a) during such period, an amount equal
to (x) 0.0% per annum of the actual daily average of each such New Revolving
Credit Lender’s Revolving Credit Commitment as set forth herein for the period
from and including the Second Amendment and Restatement Effective Date to and
including such 60th day or such date of termination and (y) 0.0% per annum of
the actual daily average of each such Increased Original Revolving Credit
Lender’s Increased Original Revolving Credit Commitment for the period from and
including the Second Amendment and Restatement Effective Date to and including
such 60th day or such date of termination and (B) if the Worldspan Closing Date
occurs thereafter, or if the Delayed Draw Term Commitments are terminated by
the Borrower in accordance with Section 2.06(a) thereafter, an amount equal to
(x) 0.50% per annum of the actual daily average of each such New Revolving
Credit Lender’s Revolving Credit Commitment as set forth herein for the period
from and including such 61st day to and including the Worldspan Closing Date or
such date of termination and (y) 0.50% per annum of the actual daily average of
each such Increased Revolving Credit Lender’s Increased Original Revolving
Credit Commitment as set forth herein for the period from and including such
61st day to and including the Worldspan Closing Date or such date of
termination.  The ticking fee shall
accrue at all times from the Second Amendment and Restatement Effective Date,
and shall be due and payable on the Worldspan Closing Date; provided that if the Revolving Credit Commitments are
terminated by the Borrower in accordance with Section 2.06(a) prior to the Worldspan
Closing Date, such ticking fee shall be paid by the Borrower to the
Administrative Agent for the account of each New Dollar Revolving Credit Lender
and each Increased Original Revolving Credit Lender on the effective date of
such termination.


(d)           Other Fees.  The Borrower shall pay to the Agents such
fees as shall have been separately agreed upon in writing in the amounts and at
the times so specified.  Such fees shall
be fully earned when paid and shall not be refundable for any reason whatsoever
(except as expressly agreed between the Borrower and the applicable Agent).



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SECTION 2.10       Computation
of Interest and Fees.  All
computations of interest for Base Rate Loans when the Base Rate is determined
by UBS AG, Stamford Branch’s “prime rate” and for Alternative Currency Loans denominated
in Sterling shall be made on the basis of a year of three hundred and
sixty-five (365) days and actual days elapsed. 
All other computations of fees and interest shall be made on the basis
of a three hundred and sixty (360) day year and actual days elapsed.  Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on
which it is made shall, subject to Section 2.12(a), bear interest for one (1)
day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.


SECTION 2.11               Evidence
of Indebtedness.


(a)           The Credit Extensions made by each
Lender shall be evidenced by one or more accounts or records maintained by such
Lender and evidenced by one or more entries in the Register maintained by the
Administrative Agent, acting solely for purposes of Treasury Regulation Section
5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of
business.  The accounts or records
maintained by the Administrative Agent and each Lender shall be prima facie
evidence absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of
manifest error.  Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note payable to
such Lender, which shall evidence such Lender’s Loans in addition to such
accounts or records.  Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.


(b)           In addition to the accounts and
records referred to in Section 2.11(a), each Lender and the Administrative
Agent shall maintain in accordance with its usual practice accounts or records
and, in the case of the Administrative Agent, entries in the Register,
evidencing the purchases and sales by such Lender of participations in Letters
of Credit and Swing Line Loans.  In the
event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error.


(c)           Entries made in good faith by the
Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and
by each Lender in its



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account or
accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of
the amount of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement and the
other Loan Documents, absent manifest error; provided
that the failure of the Administrative Agent or such Lender to make an entry, or
any finding that an entry is incorrect, in the Register or such account or
accounts shall not limit or otherwise affect the obligations of the Borrower
under this Agreement and the other Loan Documents.


SECTION 2.12               Payments
Generally.


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


(b)           If any payment to be made by the
Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of
interest on or principal of Eurocurrency Rate Loans to be made in the next
succeeding calendar month, such payment shall be made on the immediately preceding
Business Day.


(c)           Unless the Borrower or any Lender has
notified the Administrative Agent, prior to the date any payment is required to
be made by it to the Administrative Agent hereunder, that the Borrower or such
Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled
thereto.  If and to



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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.  When such
Lender makes payment to the Administrative Agent (together with all accrued
interest thereon), then such payment amount (excluding the amount of any
interest which may have accrued and been paid in respect of such late payment)
shall constitute such Lender’s Loan included in the applicable Borrowing.  If such Lender does not pay such amount forthwith
upon the Administrative Agent’s demand therefor, the Administrative Agent may
make a demand therefor upon the Borrower, and the Borrower shall pay such
amount to the Administrative Agent, together with interest thereon for the
Compensation Period at a rate per annum equal to the rate of interest
applicable to the applicable Borrowing. 
Nothing herein shall be deemed to relieve any Lender from its obligation
to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower may have against any Lender as a result of any default by
such Lender hereunder.


A notice of the Administrative Agent to any Lender or
the Borrower with respect to any amount owing under this Section 2.12(c) shall
be conclusive, absent manifest error.


(d)           If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided
in the foregoing provisions of this Article 2, 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 4 are not satisfied or
waived in accordance with the terms hereof, the Administrative Agent shall
return such funds (in like funds as received from such Lender) to such Lender,
without interest.


(e)           The obligations of
the Lenders hereunder to make Loans, to fund the Post-First Amendment and
Restatement Credit-Linked Deposits and



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to fund participations in Letters
of Credit and Swing Line Loans are several and not joint.  The failure of any Lender to make any Loan,
to fund a Post-First Amendment and Restatement Credit-Linked Deposit or to fund
any such participation on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan,
to fund its Post-First Amendment and Restatement Credit-Linked Deposit or
purchase its participation.


(f)            Nothing herein
shall be deemed to obligate any Lender to obtain the funds for any Loan or
Post-First Amendment and Restatement Credit-Linked Deposit 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 or Post-First Amendment and Restatement
Credit-Linked Deposit in any particular place or manner.


(g)           Whenever any payment received by the
Administrative Agent under this Agreement or any of the other Loan Documents is
insufficient to pay in full all amounts due and payable to the Administrative
Agent and the Lenders under or in respect of this Agreement and the other Loan
Documents on any date, such payment shall be distributed by the Administrative
Agent and applied by the Administrative Agent and the Lenders in the order of
priority set forth in Section 8.04.  If
the Administrative Agent receives funds for application to the Obligations of
the Loan Parties under or in respect of the Loan Documents under circumstances
for which the Loan Documents do not specify the manner in which such funds are
to be applied, the Administrative Agent may, but shall not be obligated to,
elect to distribute such funds to each of the Lenders in accordance with such
Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans
outstanding at such time and (b) the Outstanding Amount of all L/C Obligations
outstanding at such time, in repayment or prepayment of such of the outstanding
Loans or other Obligations then owing to such Lender.


SECTION 2.13               Sharing
of Payments.  If, other than as
expressly provided elsewhere herein, any Lender shall obtain on account of the
Loans made by it, or the participations in L/C Obligations and Swing Line Loans
held by it, any payment (whether voluntary, involuntary, through the exercise
of any right of setoff, or otherwise) in excess of its ratable share (or other
share contemplated hereunder) thereof, such Lender shall immediately (a) notify
the Administrative Agent of such fact, and (b) purchase from the other Lenders
such participations in the Loans made by them and/or such subparticipations in
the participations in L/C Obligations or Swing Line Loans held by them, as the
case may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided
that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered



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into by the
purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender’s ratable share (according to the proportion of (i) the amount of such
paying Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon.  The Borrower agrees
that any Lender so purchasing a participation from another Lender may, to the
fullest extent permitted by applicable Law, exercise all its rights of payment
(including the right of setoff, but subject to Section 10.09) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. 
The Administrative Agent will keep records (which shall be conclusive
and binding in the absence of manifest error) of participations purchased under
this Section 2.13 and will in each case notify the Lenders following any such
purchases or repayments.  Each Lender
that purchases a participation pursuant to this Section 2.13 shall from and
after such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of
the Obligations purchased to the same extent as though the purchasing Lender
were the original owner of the Obligations purchased.


SECTION 2.14               Incremental
Credit Extensions.


(a)           The Borrower may at any time or from
time to time after the Second Amendment and Restatement Effective Date, by
notice to the Administrative Agent (whereupon the Administrative Agent shall
promptly deliver a copy to each of the Lenders), request (a) one or more
additional tranches of term loans (the “Incremental
Term Loans”) or (b) one or more increases in the amount of the
Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided
that (i) both at the time of any such request and upon the effectiveness of any
Incremental Amendment referred to below, no Default or Event of Default shall
exist and at the time that any such Incremental Term Loan is made (and after
giving effect thereto) no Default or Event of Default shall exist and (ii) the
Borrower shall be in compliance with the covenant set forth in Section 7.11 for
the Test Period in effect at the applicable Incremental Facility Closing Date
(it being understood that if the applicable Incremental Facility Closing Date
is to occur prior to the date the March 31, 2007 Test Period has become
effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period
shall be deemed to apply) determined on a Pro Forma Basis.  Each tranche of Incremental Term Loans and
each Revolving Commitment Increase shall be in an aggregate principal amount
that is not less than $25,000,000 (provided that
such amount may be less than $25,000,000 if such amount represents all remaining
availability under the limit set forth in the next sentence).  Notwithstanding anything to the contrary
herein, the aggregate amount of the Incremental Term Loans and the Revolving
Commitment Increases shall not exceed the sum of $500,000,000.  The Incremental



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Term Loans (a)
shall rank pari passu in right of payment and of security with the Revolving
Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity
Date with respect to the Term Loans and (c) except as set forth above, shall be
treated substantially the same as the Term Loans (in each case, including with
respect to mandatory and voluntary prepayments), provided
that (i) the terms and conditions applicable to Incremental Term Loans may be
materially different from those of the Term Loans to the extent such
differences are reasonably acceptable to the Arrangers and (ii) the interest
rates and amortization schedule applicable to the Incremental Term Loans shall
be determined by the Borrower and the lenders thereof.  Each notice from the Borrower pursuant to
this Section shall set forth the requested amount and proposed terms of the
relevant Incremental Term Loans or Revolving Commitment Increases.  Incremental Term Loans may be made, and
Revolving Commitment Increases may be provided, by any existing Lender (and
each existing Term Lender will have the right, but not an obligation, to make a
portion of any Incremental Term Loan, and each existing Revolving Credit Lender
will have the right, but not an obligation, to provide a portion of any
Revolving Commitment Increase, in each case on terms permitted in this Section
2.14 and otherwise on terms reasonably acceptable to the Administrative Agent)
or by any other bank or other financial institution (any such other bank or
other financial institution being called an “Additional
Lender”), provided that
the Administrative Agent shall have consented (not to be unreasonably withheld)
to such Lender’s or Additional Lender’s making such Incremental Term Loans or
providing such Revolving Commitment Increases if such consent would be required
under Section 10.07(b) for an assignment of Loans or Revolving Credit
Commitments, as applicable, to such Lender or Additional Lender. Commitments in
respect of Incremental Term Loans and Revolving Commitment Increases shall
become Commitments (or in the case of a Revolving Commitment Increase to be provided
by an existing Revolving Credit Lender, an increase in such Lender’s applicable
Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement
and, as appropriate, the other Loan Documents, executed by Holdings, the
Borrower, each Lender agreeing to provide such Commitment, if any, each Additional
Lender, if any, and the Administrative Agent. The Incremental Amendment may,
without the consent of any other Lenders, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the Borrower, to effect the
provisions of this Section. The effectiveness of (and, in the case of any Incremental
Amendment for an Incremental Term Loan, the borrowing under) any Incremental
Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each
of the conditions set forth in Section 4.03 (it being understood that all
references to “the date of such Credit Extension” or similar language in such
Section 4.03 shall be deemed to refer to the effective date of such Incremental
Amendment) and such other conditions as the parties thereto shall agree.  The Borrower will use the proceeds of the Incremental
Term Loans and Revolving Commitment Increases for



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any purpose not
prohibited by this Agreement.  No Lender
shall be obligated to provide any Incremental Term Loans or Revolving
Commitment Increases, unless it so agrees. 
Upon each increase in the Revolving Credit Commitments pursuant to this
Section, each Revolving Credit Lender immediately prior to such increase will
automatically and without further act be deemed to have assigned to each Lender
providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in
respect of such increase, and each such Revolving Commitment Increase Lender
will automatically and without further act be deemed to have assumed, a portion
of such Revolving Credit Lender’s participations hereunder in outstanding
Revolving Letters of Credit and Swing Line Loans such that, after giving effect
to each such deemed assignment and assumption of participations, the percentage
of the aggregate outstanding (i) participations hereunder in Revolving Letters
of Credit and (ii) participations hereunder in Swing Line Loans held by each
Revolving Credit Lender (including each such Revolving Commitment Increase
Lender) will equal the percentage of the aggregate Revolving Credit Commitments
of all Revolving Credit Lenders represented by such Revolving Credit Lender’s
Revolving Credit Commitment.  If., on the
date of such increase, there are any Revolving Credit Loans outstanding, such
Revolving Credit Loans shall on or prior to the effectiveness of such Revolving
Commitment Increase be prepaid from the proceeds of additional Revolving Credit
Loans made hereunder (reflecting such increase in Revolving Credit
Commitments), which prepayment shall be accompanied by accrued interest on the
Revolving Credit Loans being prepaid and any costs incurred by any Lender in
accordance with Section 3.05.  The
Administrative Agent and the Lenders hereby agree that the minimum borrowing,
pro rata borrowing and pro rata payment requirements contained elsewhere in
this Agreement shall not apply to the transactions effected pursuant to the
immediately preceding sentence.


(b)           This Section 2.14 shall supersede any
provisions in Section 2.13 or 10.01 to the contrary.


(c)           For the avoidance of doubt, the
Delayed Draw Term Loans, the New Post-First Amendment and Restatement Synthetic
L/C Facility and the increase in the Dollar Revolving Credit Commitments on the
Worldspan Closing Date shall not be deemed to have been incurred pursuant to
this Section 2.14 for any purpose under this Agreement.


SECTION 2.15               Currency
Equivalents.


(a)           The
Administrative Agent shall determine the Dollar Amount of each Loan denominated
in an Alternative Currency and each L/C Obligation in respect of Letters of
Credit denominated in an Alternative Currency (i) in the case of any Euro Term
Loan, as of the Original Closing Date and (ii) otherwise, (A) as of the first
day of each Interest Period applicable thereto and (B) as of the end of each
fiscal quarter of the Borrower, and shall promptly notify the Borrower and the
Lenders of each Dollar Amount so determined by it.  Each such determination shall be based on the
Exchange Rate (x) on the date of the related Borrowing Request for purposes



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of the initial such determination for any Alternative Currency Loan and
(y) on the fourth Business Day prior to the date as of which such Dollar Amount
is to be determined, for purposes of any subsequent determination.


(b)           If
after giving effect to any such determination of a Dollar Amount, the aggregate
Outstanding Amount of the Alternative Currency Revolving Credit Loans and the Alternative
Currency Revolving L/C Obligations exceeds the aggregate Alternative Currency Revolving
Credit Commitments then in effect by 5% or more, the Borrower shall, within
five (5) Business Days of receipt of notice thereof from the Administrative
Agent setting forth such calculation in reasonable detail, prepay or cause to
be prepaid outstanding Alternative Currency Revolving Credit Loans or take
other action (including, in the Borrower’s discretion, cash collateralization
of Alternative Currency Revolving L/C Obligations in amounts from time to time
equal to such excess) to the extent necessary to eliminate any such excess.


ARTICLE
III


Taxes,
Increased Costs Protection and Illegality


SECTION 3.01               Taxes.


(a)           Except as provided in this Section
3.01, any and all payments by the Borrower (the term Borrower under Article III
being deemed to include any Subsidiary for whose account a Letter of Credit is
issued) or any Guarantor to or for the account of any Agent or any Lender under
any Loan Document shall be made free and clear of and without deduction for any
and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities
(including additions to tax, penalties and interest) with respect thereto,
excluding, in the case of each Agent and each Lender, taxes imposed on or
measured by its net income (including branch profits), and franchise (and
similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction
(or any political subdivision thereof) under the Laws of which such Agent or
such Lender, as the case may be, is organized or maintains a Lending Office,
and all liabilities (including additions to tax, penalties and interest) with
respect thereto (all such non-excluded taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as “Taxes”).  If the Borrower shall be required by any Laws
to deduct any Taxes or Other Taxes from or in respect of any sum payable under
any Loan Document to any Agent or any Lender, (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.01), each
of such Agent and such Lender receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within thirty (30) days after the date of such payment (or, if
receipts or evidence are not available within thirty (30) days, as soon as
possible thereafter), the Borrower shall furnish to



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such Agent or
Lender (as the case may be) the original or a certified copy of a receipt
evidencing payment thereof to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent.  If the Borrower
fails to pay any Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to any Agent or any Lender the required receipts or
other required documentary evidence, the Borrower shall indemnify such Agent
and such Lender for any incremental taxes, interest or penalties that may
become payable by such Agent or such Lender arising out of such failure.


(b)                                 In
addition, the Borrower agrees to pay any and all present or future stamp, court
or documentary taxes and any other excise, property, intangible or mortgage
recording taxes or charges or similar levies which arise from any payment made
under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document
(hereinafter referred to as “Other Taxes”).


(c)                                  The
Borrower agrees to indemnify each Agent and each Lender for (i) the full amount
of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable and paid under this Section
3.01) payable by such Agent and such Lender and (ii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority; provided such Agent or Lender, as the
case may be, provides the Borrower with a written statement thereof setting
forth in reasonable detail the basis and calculation of such amounts.  Payment under this Section 3.01(c) shall be
made within ten (10) days after the date such Lender or such Agent makes a
demand therefor.


(d)                                 The
Borrower shall not be required pursuant to this Section 3.01 to pay any additional
amount to, or to indemnify, any Lender or Agent, as the case may be, to the
extent that such Lender or such Agent becomes subject to Taxes subsequent to
the Original Closing Date (or, if later, the date such Lender or Agent becomes
a party to this Agreement) as a result of a change in the place of organization
of such Lender or Agent or a change in the Lending Office of such Lender,
except to the extent that any such change is requested or required in writing
by the Borrower (and provided that
nothing in this clause (d) shall be construed as relieving the Borrower from
any obligation to make such payments or indemnification in the event of a
change in Lending Office or place of organization that precedes a change in Law
to the extent such Taxes result from a change in Law).


(e)                                  Notwithstanding
anything else herein to the contrary, if a Foreign Lender or an Agent is
subject to U.S. federal withholding tax at a rate in excess of zero percent at
the time such Lender or such Agent, as the case may be, first becomes a party
to this Agreement, U.S. federal withholding tax



 104
 









imposed by
such jurisdiction at such rate shall be considered excluded from Taxes unless
and until such Lender or Agent, as the case may be, provides the appropriate
forms certifying that a lesser rate applies, whereupon U.S. federal withholding
tax at such lesser rate only shall be considered excluded from Taxes for
periods governed by such forms; provided that,
if at the date of the Assignment and Assumption pursuant to which a Foreign Lender
becomes a party to this Agreement, the Lender assignor was entitled to payments
under clause (a) of this Section 3.01 in respect of U.S. federal withholding
tax with respect to interest paid at such date, then, to such extent, the term
Taxes shall include (in addition to U.S. federal withholding taxes that may be
imposed in the future or other amounts otherwise includable in Taxes) U.S.
federal withholding tax, if any, applicable with respect to the Lender assignee
on such date.  A Lender that is entitled
to an exemption from or reduction of Bermuda withholding tax shall deliver to
the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law and as reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete,
execute and deliver such documentation and in such Lender’s reasonable judgment
such completion, execution or submission would not materially prejudice the
legal position of such Lender or be otherwise materially disadvantageous to
such Lender; provided, further, that the
Borrower, shall reimburse such Lender for any material out-of-pocket costs that
are incurred by the Lender with respect to providing any such documentation.


(f)                                    If
any Lender or Agent determines, in its sole discretion, that it has received a
refund in respect of any Taxes or Other Taxes as to which indemnification or
additional amounts have been paid to it by the Borrower pursuant to this
Section 3.01, it shall promptly remit such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section 3.01 with respect to the Taxes or Other Taxes giving rise to such
refund plus any interest included in such refund by the relevant taxing
authority attributable thereto) to the Borrower, net of all out-of-pocket
expenses of the Lender or Agent, as the case may be and without interest (other
than any interest paid by the relevant taxing authority with respect to such refund);
provided that the Borrower, upon the
request of the Lender or Agent, as the case may be, agrees promptly to return
such refund to such party in the event such party is required to repay such
refund to the relevant taxing authority. 
Such Lender or Agent, as the case may be, shall, at the Borrower’s
request, provide the Borrower with a copy of any notice of assessment or other
evidence of the requirement to repay such refund received from the relevant
taxing authority (provided that such Lender or
Agent may delete any information therein that such Lender or Agent deems
confidential).  Nothing herein contained
shall interfere with the right of a Lender or Agent to arrange its tax affairs
in whatever manner it thinks fit nor oblige any Lender or Agent to claim any
tax refund or to make available its tax returns or disclose any information
relating to its tax affairs or any computations in respect thereof or require
any Lender or 



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Agent to do
anything that would prejudice its ability to benefit from any other refunds,
credits, reliefs, remissions or repayments to which it may be entitled.


(g)                                 Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 3.01(a) or (c) with respect to such Lender it will, if
requested by the Borrower, use commercially reasonable efforts (subject to such
Lender’s overall internal policies of general application and legal and
regulatory restrictions) to designate another Lending Office for any Loan or
Letter of Credit affected by such event; provided that
such efforts are made on terms that, in the sole judgment of such Lender, cause
such Lender and its Lending Office(s) to suffer no economic, legal or
regulatory disadvantage, and provided  further that nothing in this Section 3.01(g) shall affect or
postpone any of the Obligations of the Borrower or the rights of such Lender
pursuant to Section 3.01(a) or (c).


SECTION 3.02                    Illegality.  If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurocurrency Rate Loans, or to determine or charge interest rates based
upon the Eurocurrency Rate, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to
make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency
Rate Loans shall be suspended until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination
no longer exist.  Upon receipt of such
notice, the Borrower shall upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurocurrency Rate Loans to such day, or promptly, if such Lender may not
lawfully continue to maintain such Eurocurrency Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted
and all amounts due, if any, in connection with such prepayment or conversion
under Section 3.05.  Each Lender agrees
to designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Lender, otherwise
be materially disadvantageous to such Lender.


SECTION 3.03                    Inability to Determine Rates.  If the Required Lenders determine that for
any reason adequate and reasonable means do not exist for determining the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan or Post-First Amendment and Restatement Credit-Linked
Deposit, or that the Eurocurrency Rate for any requested Interest Period with
respect to a proposed Eurocurrency Rate Loan or Post-First Amendment and
Restatement Credit-Linked Deposit does not adequately and fairly reflect the
cost to such Lenders of funding such Loan or Post-First Amendment and Restatement
Credit-Linked Deposits, or that Dollar deposits are not being offered to banks
in the London interbank eurodollar market for the applicable amount and the
Interest Period of such Eurocurrency Rate Loan or Post-First Amendment and
Restatement Credit-Linked Deposit, the Administrative Agent will promptly so
notify the Borrower and each Lender. 
Thereafter, the obligation of the Lenders to make or maintain
Eurocurrency Rate Loans or Post-First Amendment and Restatement Credit-Linked
Deposits shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice.  Upon



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receipt of such notice,
the Borrower may revoke any pending request for a Borrowing of, conversion to
or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to
have converted such request into a request for a Borrowing of Base Rate Loans
in the amount specified therein and the Post-First Amendment and Restatement
Credit-Linked Deposits shall be invested so as to earn a return equal to the
greater of the applicable Overnight Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.


SECTION 3.04                                    Increased
Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.


(a)                          If any Lender determines that
as a result of the introduction of or any change in or in the interpretation of
any Law, in each case after the date hereof, or such Lender’s compliance
therewith, there shall be any increase in the cost to such Lender of agreeing
to make or making, funding or maintaining Eurocurrency Rate Loans, maintaining
any Post-First Amendment and Restatement Credit-Linked Deposit or issuing or
participating in Letters of Credit, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding
for purposes of this Section 3.04(a) any such increased costs or reduction in
amount resulting from (i) Taxes or Other Taxes indemnifiable pursuant to
Section 3.01, (ii) changes in the basis of taxation of overall net income
(including branch profits), and franchise (and similar) taxes imposed in lieu
of net income taxes, by the any jurisdiction or any political subdivision of
either thereof under the Laws of which such Lender is organized or maintains a
Lending Office, (iii) reserve requirements contemplated by Section 3.04(c) or
(iv) the requirements of the Bank of England and the Financial Services
Authority or the European Central Bank reflected in the Mandatory Cost, other
than as set forth below) or the Mandatory Cost, as calculated hereunder, does
not represent the cost to such Lender of complying with the requirements of the
Bank of England and/or the Financial Services Authority or the European Central
Bank in relation to its making, funding or maintaining of Eurocurrency Rate
Loans, then from time to time within fifteen (15) days after demand by such
Lender setting forth in reasonable detail such increased costs (with a copy of
such demand to the Administrative Agent given in accordance with Section 3.06),
the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction or, if applicable,
the portion of such cost that is not represented by the Mandatory Cost.


(b)                         If any Lender determines that
the introduction of any Law regarding capital adequacy or any change therein or
in the interpretation thereof, in each case after the date hereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender’s obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender’s desired return on capital), then from time to time upon demand of
such Lender setting forth in



 107
 









reasonable detail the charge and the
calculation of such reduced rate of return (with a copy of such demand to the
Administrative Agent given in accordance with Section 3.06), the Borrower shall
pay to such Lender such additional amounts as will compensate such Lender for
such reduction within fifteen (15) days after receipt of such demand.


(c)                          The Borrower shall pay to
each Lender, (i) as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits, additional interest on the unpaid principal amount of each
Eurocurrency Rate Loan or Post-First Amendment and Restatement Credit-Linked
Deposit equal to the actual costs of such reserves allocated to such Loan or
Post-First Amendment and Restatement Credit-Linked Deposit by such Lender (as
determined by such Lender in good faith, which determination shall be
conclusive in the absence of manifest error), and (ii) as long as such Lender
shall be required to comply with any reserve ratio requirement or analogous requirement
of any other central banking or financial regulatory authority imposed in
respect of the maintenance of the Commitments or the funding of the
Eurocurrency Rate Loans or Post-First Amendment and Restatement Credit-Linked
Deposit, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) equal to the actual
costs allocated to such Commitment or Loan or Post-First Amendment and
Restatement Credit-Linked Deposit by such Lender (as determined by such Lender
in good faith, which determination shall be conclusive absent manifest error)
which in each case shall be due and payable on each date on which interest is
payable on such Loan or Post-First Amendment and Restatement Credit-Linked
Deposit, provided the Borrower shall have
received at least fifteen (15) days’ prior notice (with a copy to the
Administrative Agent) of such additional interest or cost from such Lender.  If a Lender fails to give notice fifteen (15)
days prior to the relevant Interest Payment Date, such additional interest or
cost shall be due and payable fifteen (15) days from receipt of such notice.


(d)                         Failure or delay on the part
of any Lender to demand compensation pursuant to this Section 3.04 shall not
constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased
cost or reduction incurred more than one hundred and eighty (180) days prior to
the date that such Lender demands, or notifies the Borrower of its intention to
demand, compensation therefor, provided  further that, if the circumstance giving rise to such
increased cost or reduction is retroactive, then such 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.


(e)                          If any Lender requests
compensation under this Section 3.04, then such Lender will, if requested by
the Borrower, use commercially reasonable efforts to designate another Lending
Office for any Loan, Post-First Amendment and Restatement Credit-Linked Deposit
Account or Letter of



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Credit affected by such event; provided that such efforts are made on terms that, in the
reasonable judgment of such Lender, cause such Lender and its Lending Office(s)
to suffer no material economic, legal or regulatory disadvantage, and provided  further that
nothing in this Section 3.04(e) shall affect or postpone any of the Obligations
of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b),
(c) or (d).


SECTION 3.05                    Funding
Losses.  Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of:


(a)                                  
(i) any continuation, conversion, payment or prepayment of any Loan other than
a Base Rate Loan on a day other than the last day of the Interest Period for
such Loan; or


(b)                                 any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrower;


including any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.


For purposes of
calculating amounts payable by the Borrower to the Lenders under this Section
3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan
made by it at the Eurocurrency Rate for such Loan by a matching deposit or
other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurocurrency Rate Loan
was in fact so funded.    In addition,
the Borrower shall indemnify the Administrative Agent against any loss or
expense comparable to the losses or expenses covered by the preceding sentences
of this Section 3.05 that the Administrative Agent may sustain or incur as a
consequence of any withdrawal from the Post-First Amendment and Restatement
Credit-Linked Deposit Account pursuant to the terms of this Agreement prior to
the end of the then-applicable Interest Period for the Post-First Amendment and
Restatement Credit-Linked Deposits.


SECTION 3.06                                    Matters
Applicable to All Requests for Compensation.


(a)                          Any Agent or any Lender
claiming compensation under this Article III shall deliver a certificate to the
Borrower setting forth the additional amount or amounts to be paid to it
hereunder which shall be conclusive in the absence of manifest error.  In determining such amount, such Agent or
such Lender may use any reasonable averaging and attribution methods.


(b)                         With respect to any Lender’s
claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower
shall not be required to compensate such Lender for any amount incurred more
than one hundred and eighty (180) days prior to the date that such Lender
notifies the Borrower of the



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event that gives rise to such claim; provided that, if the circumstance giving rise to such claim
is retroactive, then such 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.  If any Lender requests compensation by the
Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a
copy to the Administrative Agent), suspend the obligation of such Lender to
make or continue from one Interest Period to another Eurocurrency Rate Loans,
or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or
condition giving rise to such request ceases to be in effect (in which case the
provisions of Section 3.06(c) shall be applicable); provided
that such suspension shall not affect the right of such Lender to receive the
compensation so requested.


(c)                          If the obligation of any
Lender to make or continue from one Interest Period to another any Eurocurrency
Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be
suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate
Loans shall be automatically converted into Base Rate Loans on the last day(s)
of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in
the case of an immediate conversion required by Section 3.02, on such earlier
date as required by Law) and, unless and until such Lender gives notice as
provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or
3.04 hereof that gave rise to such conversion no longer exist:


(i)             to the extent that
such Lender’s Eurocurrency Rate Loans have been so converted, all payments and
prepayments of principal that would otherwise be applied to such Lender’s
Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and


(ii)          all Loans that would
otherwise be made or continued from one Interest Period to another by such
Lender as Eurocurrency Rate Loans shall be made or continued instead as Base
Rate Loans, and all Base Rate Loans of such Lender that would otherwise be
converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.


(d)                         If any Lender gives notice to
the Borrower (with a copy to the Administrative Agent) that the circumstances
specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the
conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section
3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders
are outstanding, such Lender’s Base Rate Loans shall be automatically
converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurocurrency Rate Loans, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding Eurocurrency
Rate Loans and by such Lender are held pro rata (as to principal amounts,
interest rate basis, and Interest Periods) in accordance with their respective
Commitments.



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SECTION 3.07                                    Replacement
of Lenders under Certain Circumstances.


(a)                          If at any time (i) the
Borrower becomes obligated to pay additional amounts or indemnity payments
described in Section 3.01 or 3.04 as a result of any condition described in
such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result
of any condition described in Section 3.02 or Section 3.04, (ii) any Lender
becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting
Lender, then the Borrower may, on ten (10) Business Days’ prior written notice
to the Administrative Agent and such Lender, replace such Lender by causing
such Lender to (and such Lender shall be obligated to) assign pursuant to
Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance)
all of its rights and obligations under this Agreement to one or more Eligible
Assignees; provided that neither the Administrative
Agent nor any Lender shall have any obligation to the Borrower to find a
replacement Lender or other such Person; and provided
further that (A) in the case of any such
assignment resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01, such assignment will
result in a reduction in such compensation or payments and (B) in the case of
any such assignment resulting from a Lender becoming a Non-Consenting Lender,
the applicable Eligible Assignees shall have agreed to the applicable
departure, waiver or amendment of the Loan Documents.


(b)                         Any Lender being replaced
pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment
and Assumption with respect to such Lender’s Commitment and outstanding Loans,
Post-First Amendment and Restatement Credit-Linked Deposits and participations
in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing
such Loans to the Borrower or Administrative Agent.  Pursuant to such Assignment and Assumption,
(A) the assignee Lender shall acquire all or a portion, as the case may be, of
the assigning Lender’s Commitment and outstanding Loans and participations in
L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing
to the assigning Lender relating to the Loans and participations so assigned
shall be paid in full by the assignee Lender to such assigning Lender
concurrently with such assignment and assumption and (C) upon such payment and,
if so requested by the assignee Lender, delivery to the assignee Lender of the
appropriate Note or Notes executed by the Borrower, the assignee Lender shall
become a Lender hereunder and the assigning Lender shall cease to constitute a
Lender hereunder with respect to such assigned Loans, Commitments and
participations, except with respect to indemnification provisions under this
Agreement, which shall survive as to such assigning Lender.


(c)                          Notwithstanding anything to
the contrary contained above, any Lender that acts as an L/C Issuer may not be
replaced hereunder at any time that it has any Letter of Credit outstanding
hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including
the furnishing of a back-up standby letter of credit in form and substance, and
issued by an issuer reasonably satisfactory to such L/C Issuer or the
depositing of cash collateral



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into a cash collateral account in amounts and
pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been
made with respect to each such outstanding Letter of Credit and the Lender that
acts as the Administrative Agent may not be replaced hereunder except in
accordance with the terms of Section 9.09.


(d)                         In the event that (i) the
Borrower or the Administrative Agent has requested that the Lenders consent to
a departure or waiver of any provisions of the Loan Documents or agree to any
amendment thereto, (ii) the consent, waiver or amendment in question requires
the agreement of all affected Lenders in accordance with the terms of Section
10.01 or all the Lenders with respect to a certain Class of the Loans and (iii)
the Required Lenders have agreed to such consent, waiver or amendment, then any
Lender who does not agree to such consent, waiver or amendment shall be deemed
a “Non-Consenting Lender.”


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


ARTICLE IV


Conditions Precedent to Effectiveness and Credit
Extensions


SECTION 4.01                    Conditions
to Effectiveness of this Agreement.  The
effectiveness of this Agreement is subject to the Administrative Agent’s receipt
of the following, each of which shall be originals or facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan party, each in form and substance
reasonably satisfactory to the Administrative Agent and its legal counsel:


(a)                                  
fully executed counterparts of the Repricing and Delayed Draw Amendment,
executed by Holdings, Intermediate Parent, the Borrower, the Administrative
Agent, each Euro Term Lender under the First Amended and Restated Credit
Agreement (after giving effect to the replacement of Non-Consenting Lenders, if
any, pursuant to Section 3.07 thereof) and the Required Lenders under the First
Amended and Restated Credit Agreement; and


(b)                                 fully
executed counterparts of this Agreement (provided that in the case of Lenders
only, only Delayed Draw Term Lenders, New Dollar Revolving Credit Lenders,
Increased Original Dollar Revolving Credit Lenders and New Post-First Amendment
and Restatement Synthetic L/C Lenders need sign, and in the case of Agents
only, only the Administrative Agent, J.P. Morgan Securities Inc. and Goldman
Sachs Credit Partners L.P. need sign).


SECTION 4.02                    Conditions
to Credit Extension on the Worldspan Closing Date.  The obligation of each Delayed Draw Term
Lender to make its Credit Extension of the Delayed Draw Term Loans, each New
Dollar Revolving Credit Lender and Increased Original



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Dollar Revolving Credit
Lender to make its Credit Extension of the Dollar Revolving Credit Loans, and
each New Post-First Amendment and Restatement Synthetic L/C Lender to fund its
New Post-First Amendment and Restatement Credit-Linked Deposit hereunder is
subject to satisfaction of the following conditions precedent:


(a)                                  The
Administrative Agent’s receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each in form and substance reasonably satisfactory to the Administrative
Agent and its legal counsel:


(i)                                              a
Delayed Draw Term Note executed by the Borrower in favor of each Lender that
has requested a Note at least two Business Days in advance of the Worldspan
Closing Date;


(ii)                                           the
Security Agreement Supplement, duly executed by each Worldspan Loan Party party
thereto, together with:


(A)                                         certificates,
if any, representing the Pledged Equity referred to therein accompanied by
undated stock powers executed in blank and instruments evidencing the Pledged
Debt indorsed in blank,


(B)                                           to
the extent required under the Collateral and Guarantee Requirement, opinions of
local counsel for the Worldspan Loan Parties,


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


(iii)                                        such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of Holdings, the Borrower and each applicable
Worldspan Loan Party as the Administrative Agent may reasonably require evidencing
the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which Holdings, the Borrower and such Worldspan
Loan Party is a party or is to be a party on the Worldspan Closing Date;


(iv)                                       opinion
from Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties
substantially in the form of Exhibit I;


(v)                                          a
certificate signed by  a Responsible Officer of the Borrower certifying that
since December 31, 2005 there has been no Worldspan Closing Date Material
Adverse Effect;


(vi)                                       a
certificate attesting to the Solvency of the Loan Parties (taken as a whole) on
the Worldspan Closing Date after giving effect to the Worldspan Transactions,
from the Chief Financial Officer of the Borrower;



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(vii)                                    evidence
that all insurance (including title insurance) required to be maintained
pursuant to the Loan Documents has been obtained and is in effect and that the
Administrative Agent has been named as loss payee and additional insured under
each insurance policy with respect to such insurance as to which the Administrative
Agent shall have requested to be so named;


(viii)                                 certified
copies of the Worldspan Merger Agreement and all amendments and waivers, duly
executed by the parties thereto, together with all material agreements,
instruments and other documents delivered in connection therewith as the
Administrative Agent shall reasonably request, each including certification by
a Responsible Officer of the Borrower that such documents are in full force and
effect as of the Worldspan Closing Date. 
The Worldspan Acquisition shall have been consummated in accordance with
the terms of the Worldspan Merger Agreement, without giving effect to any amendments
or waivers by the Borrower thereto that are materially adverse to the Lenders
without the reasonable consent of the Agents. 
The Borrower shall not have given its consent to any actions, failures
to take action or other changes or events pursuant to clause (vi) of the definition
of “Material Adverse Effect” contained in the Worldspan Merger Agreement
without first obtaining the consent of the Agents to do so;


(ix)                                                   a
Committed Loan Notice or Letter of Credit Application, as applicable, relating
to the Credit Extension of the Delayed Draw Term Loans or any Synthetic L/C Letter
of Credit; and


(x)                                                      copies
of a recent Lien and judgment search in each jurisdiction reasonably requested
by the Collateral Agent with respect to the Worldspan Loan Parties.


(b)                                 All
fees and expenses required to be paid hereunder and invoiced before the
Worldspan Closing Date shall have been paid in full in cash.


(c)                                  Prior
to or simultaneously with the Credit Extension of Delayed Draw Term Loans, the
Borrower shall have terminated any existing indebtedness of Worldspan and its
Subsidiaries (other than Indebtedness set forth on Schedule 7.03(b)) and
taken all other necessary actions such that, after giving effect to the
Worldspan Transactions, (i) Holdings and its Subsidiaries shall have
outstanding no Indebtedness or preferred Equity Interests other than (A) the
Loans and L/C Obligations, (B) the High Yield Notes, and (C) Indebtedness
listed on Schedule 7.03(b) and (ii) the Borrower shall have outstanding
no Equity Interests (or securities convertible into or exchangeable for Equity
Interests or rights or options to acquire Equity Interests) other than common
stock owned by Holdings and preferred stock owned by Holdings, with terms and
conditions reasonably acceptable to the Arrangers to the extent material to the
interests of the Lenders.


(d)                                 The
Arrangers and the Lenders shall have received the Worldspan Closing Date
Audited Financial Statements solely with respect to Worldspan and its
Subsidiaries and the audit report for such financial statements (which shall
not be subject to any qualification).



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


(f)                                    The
Arrangers and the Lenders shall have received the Worldspan Closing Date Pro
Forma Financial Statements.


(g)                                 The
Administrative Agent shall have received all documentation and other
information required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including, without
limitation, the Act, requested by the Administrative Agent a reasonable period
of time prior the Worldspan Closing Date.


SECTION 4.03                    Conditions
to All Credit Extensions.  The
obligation of each Lender to honor any Request for Credit Extension (including
the Delayed Draw Term Loans but other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type, or a continuation of Eurocurrency
Rate Loans) is subject to the following conditions precedent:


(a)                                  The
representations and warranties of the Borrower and each other Loan Party
contained in Article 5 or any other Loan Document (except, in the case of the
initial Credit Extensions on the Original Closing Date only and the Credit
Extension on the Worldspan Closing Date only, the representations contained in
Sections 5.03, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16
and 5.18) shall be true and correct in all material respects on and as of the
date of such Credit Extension; provided that,
to the extent that such representations and warranties specifically refer to an
earlier date, they shall be true and correct in all material respects as of
such earlier date; provided, further that, any representation and warranty that is
qualified as to “materiality,” “Material Adverse Effect” or similar language
shall be true and correct in all respects on such respective dates.


(b)                                 Except
in the case of the initial Credit Extensions on the Original Closing Date and
the Credit Extensions of the Worldspan Closing Date, no Default shall exist, or
would result from such proposed Credit Extension or from the application of the
proceeds therefrom.


(c)                                  The
Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing
Line Lender shall have received a Request for Credit Extension in accordance
with the requirements hereof.


Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of
Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted
by a Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.03(a) and (b) have been satisfied on and as
of the date of the applicable Credit Extension.



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ARTICLE V


Representations and Warranties


The Borrower represents
and warrants to the Agents and the Lenders that:


SECTION 5.01                    Existence,
Qualification and Power; Compliance with Laws.  Each Loan Party and each of its Subsidiaries
(a) is a Person duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b)
has all requisite power and authority to (i) own or lease its assets and carry
on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party, (c) is duly qualified and in good
standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification,
(d) is in compliance with all Laws, orders, writs, injunctions and orders and
(e) has all requisite governmental licenses, authorizations, consents and
approvals to operate its business as currently conducted; except in each case
referred to in clause (c), (d) or (e), to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.


SECTION 5.02                    Authorization;
No Contravention.  The execution,
delivery and performance by each Loan Party of each Loan Document to which such
Person is a party, and the consummation of the Transaction, are within such
Loan Party’s corporate or other powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person’s Organization Documents, (b) conflict
with or result in any breach or contravention of, or the creation of any Lien
under (other than as permitted by Section 7.01), or require any payment to be
made under (i) any Contractual Obligation to which such Person is a party or
affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is
subject; or (c) violate any material Law; except with respect to any conflict,
breach or contravention or payment (but not creation of Liens) referred to in
clause (b)(i), to the extent that such conflict, breach, contravention or payment
could not reasonably be expected to have a Material Adverse Effect.


SECTION 5.03                    Governmental
Authorization; Other Consents.  No
material approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with (a) the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document, or for the consummation of the Transaction, (b) the grant
by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the
Collateral Documents (including the priority thereof) or (d) the exercise by
the Administrative Agent or any Lender of its rights under the Loan Documents
or the remedies in respect of the Collateral pursuant to the Collateral Documents,
except for (i) filings necessary to perfect the Liens on the Collateral granted
by the Loan Parties in favor of the Secured Parties, (ii) the approvals,
consents, exemptions, authorizations, actions, notices and filings which have
been duly obtained, taken, given or made and are in full force and effect and
(iii) those approvals, consents, exemptions, authorizations or other actions, 



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notices or filings, the
failure of which to obtain or make could not reasonably be expected to have a
Material Adverse Effect.


SECTION 5.04                    Binding
Effect.  This Agreement and each
other Loan Document has been duly executed and delivered by each Loan Party
that is party thereto.  This Agreement
and each other Loan Document constitutes, a legal, valid and binding obligation
of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws and by general principles of equity.


SECTION 5.05                                            Financial
Statements; No Material Adverse Effect.


(a)                          (i)  The Audited Financial Statements and the
Unaudited Financial Statements fairly present in all material respects the
financial condition of Holdings and its Subsidiaries or Worldspan and its
Subsidiaries, as the case may be, as of the dates thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the periods covered thereby, except as otherwise expressly
noted therein.  During the period from
December 31, 2005 to and including the Worldspan Closing Date, there has been
(i) no sale, transfer or other disposition by Worldspan or any of its
Subsidiaries of any material part of the business or property of Worldspan or
any of its Subsidiaries, taken as a whole, and (ii) no purchase or other
acquisition by Worldspan or any of its Subsidiaries of any business or property
(including any Equity Interests of any other Person) material in relation to
the consolidated financial condition of Worldspan and its Subsidiaries, taken
as a whole, in each case, which is not reflected in the foregoing financial
statements or in the notes thereto or has not otherwise been disclosed in
writing to the Administrative Agent prior to the Worldspan Closing Date.


(ii)                                  The
unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries
as at March 31, 2006 (including the notes thereto) (the “Original Closing Date  Pro Forma Balance Sheet”) and the unaudited
pro forma consolidated statement of operations of Holdings and its Subsidiaries
for the most recent fiscal year, the quarter ended March 31, 2006  and the 12-month period ending on March 31,
2006  (together with the Original Closing
Date Pro Forma Balance Sheet, the “Original
Closing Date Pro Forma Financial Statements”), copies of which have
heretofore been furnished to the Administrative Agent, have been prepared
giving effect (as if such events had occurred on such date or at the beginning
of such periods, as the case may be) to the Original Closing Date Transactions,
each material acquisition by Holdings or any of its Subsidiaries consummated
after March 31, 2006 and prior to the Original Closing Date and all other
material transactions that would be required to be given pro forma effect by
Regulation S-X promulgated under the Exchange Act (including other adjustments
consistent with the definition of Pro Forma Adjustment or as otherwise agreed
between the Borrower and the Arrangers). 
The Original Closing Date Pro Forma Financial Statements have been
prepared in good faith, based on assumptions believed by the Borrower to be
reasonable as of the date of delivery thereof, and present fairly in all material
respects on a pro forma basis and in accordance with GAAP the estimated
financial position of Holdings and its Subsidiaries as at March 31, 2006  and their estimated results of operations for
the periods covered thereby, assuming that



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the events specified in the preceding
sentence had actually occurred at such date or at the beginning of the periods
covered thereby.


(iii)                               The
unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries
as of the last day of the most recently completed fiscal quarter ended at least
45 days prior to the Worldspan Closing Date (including the notes thereto) (the “Worldspan Closing Date  Pro Forma Balance Sheet”) and the unaudited
pro forma consolidated statement of operations of Holdings and its Subsidiaries
for the most recent fiscal year, the most recently completed fiscal quarter
ended at least 45 days prior to the Worldspan Closing Date and the 12-month period
ending on the last day of the most recently completed fiscal quarter ended at
least 45 days prior to the Worldspan Closing Date (together with the Worldspan
Closing Date Pro Forma Balance Sheet, the “Worldspan
Closing Date Pro Forma Financial Statements”), copies of which have
heretofore been furnished to the Administrative Agent, have been prepared
giving effect (as if such events had occurred on such date or at the beginning
of such periods, as the case may be) to the Worldspan Transactions, each
material acquisition by Holdings or any of its Subsidiaries consummated after
the last day of the most recently completed fiscal quarter ended at least 45
days prior to the Worldspan Closing Date and prior to the Worldspan Closing
Date and all other material transactions that would be required to be given pro
forma effect by Regulation S-X promulgated under the Exchange Act (including
other adjustments consistent with the definition of Pro Forma Adjustment or as
otherwise agreed between the Borrower and the Arrangers).  The Worldspan Closing Date Pro Forma
Financial Statements have been prepared in good faith, based on assumptions
believed by the Borrower to be reasonable as of the date of delivery thereof,
and present fairly in all material respects on a pro forma basis and in
accordance with GAAP the estimated financial position of Holdings and its Subsidiaries
as at the last day of the most recently completed fiscal quarter ended at least
45 days prior to the Worldspan Closing Date and their estimated results of
operations for the periods covered thereby, assuming that the events specified
in the preceding sentence had actually occurred at such date or at the
beginning of the periods covered thereby.


(b)                         Since the Original Closing
Date, there has been no event or circumstance, either individually or in the
aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.


(c)                          As of the Original Closing
Date, neither Holdings nor any Subsidiary has any Indebtedness or other
obligations or liabilities, direct or contingent (other than (i) the
liabilities reflected on Schedule 5.05, (ii) obligations arising under
or permitted by this Agreement and (iii) liabilities incurred in the ordinary
course of business) that, either individually or in the aggregate, have had or
could reasonably be expected to have a Material Adverse Effect.


SECTION 5.06                    Litigation.  There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrower, threatened in
writing or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against Holdings or any of its Subsidiaries or
against any of their properties or revenues that either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.



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SECTION 5.07                    No Default.  Neither Holdings nor any of its Subsidiary is
in default under or with respect to, or a party to, any Contractual Obligation
that could, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


SECTION 5.08                    Ownership of Property; Liens.  Each Loan Party and each of its Subsidiaries
has good record and marketable title in fee simple to, or valid leasehold interests
in, or easements or other limited property interests in, all real property necessary
in the ordinary conduct of its business, free and clear of all Liens except for
minor defects in title that do not materially interfere with its ability to
conduct its business or to utilize such assets for their intended purposes and
Liens permitted by Section 7.01 and except where the failure to have such title
could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.


SECTION 5.09                    Environmental Compliance.


(a)                                             There
are no claims, actions, suits, or proceedings alleging potential liability or
responsibility for violation of, or otherwise relating to, any Environmental
Law that could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


(b)                                            Except
as specifically disclosed in Schedule 5.09(b) or except as could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, (i) none of the properties currently or formerly owned, leased
or operated by any Loan Party or any of its Subsidiaries is listed or proposed
for listing on the NPL or on the CERCLIS or any analogous foreign, state or
local list or is adjacent to any such property; (ii) there are no and never
have been any underground or aboveground storage tanks or any surface impoundments,
septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or
have been treated, stored or disposed on any property currently owned, leased
or operated by any Loan Party or any of its Subsidiaries or, to its knowledge,
on any property formerly owned or operated by any Loan Party or any of its
Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any
property currently owned or operated by any Loan Party or any of its
Subsidiaries; and (iv) Hazardous Materials have not been released, discharged
or disposed of by any Person on any property currently or formerly owned,
leased or operated by any Loan Party or any of its Subsidiaries and Hazardous
Materials have not otherwise been released, discharged or disposed of by any of
the Loan Parties and their Subsidiaries at any other location.


(c)                                             The
properties owned, leased or operated by Holdings and the Subsidiaries do not
contain any Hazardous Materials in amounts or concentrations which (i)
constitute, or constituted a violation of, (ii) require remedial action under,
or (iii) could give rise to liability under, Environmental Laws, which
violations, remedial actions and liabilities, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.



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(d)                                            Except
as specifically disclosed in Schedule 5.09(d), neither Holdings nor any
of its Subsidiaries is undertaking, and has not completed, either individually
or together with other potentially responsible parties, any investigation or
assessment or remedial or response action relating to any actual or threatened
release, discharge or disposal of Hazardous Materials at any site, location or
operation, either voluntarily or pursuant to the order of any Governmental
Authority or the requirements of any Environmental Law except for such
investigation or assessment or remedial or response action that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.


(e)                                             All
Hazardous Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned or operated by
any Loan Party or any of its Subsidiaries have been disposed of in a manner not
reasonably expected to result, individually or in the aggregate, in a Material
Adverse Effect.


(f)                                               Except
as would not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect, none of the Loan Parties and their
Subsidiaries has contractually assumed any liability or obligation under or
relating to any Environmental Law.


SECTION 5.10                    Taxes.  Except as set forth in Schedule 5.10
and except as could not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect, Holdings and its Subsidiaries
have timely filed all Federal and state and other tax returns and reports
required to be filed, and have timely paid all Federal and state and other
taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in
accordance with GAAP.


SECTION 5.11                    ERISA Compliance.


(a)                                             Except
as set forth in Schedule 5.11(a) or as could not, either individually or
in the aggregate, reasonably be expected to result in a Material Adverse
Effect, each Plan is in compliance in with the applicable provisions of ERISA,
the Code and other Federal or state Laws.


(b)                                            (i)
No ERISA Event has occurred during the five year period prior to the date on
which this representation is made or deemed made with respect to any Pension
Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined
in Section 412 of the Code), whether or not waived; (iii) neither any Loan
Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any
Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred



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which, with
the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a
transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except,
with respect to each of the foregoing clauses of this Section 5.11(b), as could
not reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.


(c)                                             Except
where noncompliance would not reasonably be expected to result in a Material
Adverse Effect, each Foreign Plan has been maintained in substantial compliance
with its terms and with the requirements of any and all applicable laws,
statutes, rules, regulations and orders, and neither a Loan Party nor any
Subsidiary has incurred any material obligation in connection with the
termination of or withdrawal from any Foreign Plan.  Except as would not reasonably be expected to
result in a Material Adverse Effect, the present value of the accrued benefit
liabilities (whether or not vested) under each Foreign Plan which is funded,
determined as of the end of the most recently ended fiscal year of a Loan Party
or Subsidiary (based on the actuarial assumptions used for purposes of the
applicable jurisdiction’s financial reporting requirements), did not exceed the
current value of the assets of such Foreign Plan, and for each Foreign Plan
which is not funded, the obligations of such Foreign Plan are properly accrued.


SECTION 5.12                    Subsidiaries; Equity Interests.  As of the Original Closing Date, neither
Holdings nor any Loan Party has any Subsidiaries other than those specifically
disclosed in Schedule 5.12, and all of the outstanding Equity Interests
in material Subsidiaries have been validly issued, are fully paid and nonassessable
and all Equity Interests owned by Holdings or a Loan Party are owned free and
clear of all Liens except (i) those created under the Collateral Documents and
(ii) any nonconsensual Lien that is permitted under Section 7.01.  As of the Original Closing Date, Schedule
5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets
forth the ownership interest of Holdings, the Borrower and any other Subsidiary
in each Subsidiary, including the percentage of such ownership and (c)
identifies each Subsidiary that is a Subsidiary the Equity Interests of which
are required to be pledged on the Original Closing Date pursuant to the
Collateral and Guarantee Requirement.


SECTION 5.13                    Margin Regulations; Investment
Company Act.


(a)                                             No
Loan Party is engaged nor will it engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock, and no proceeds of any
Borrowings or drawings under any Letter of Credit will be used for any purpose
that violates Regulation U.


(b)                                            None
of Holdings, any Person Controlling the Borrower or any Subsidiary is or is
required to be registered as an “investment company” under the Investment
Company Act of 1940.



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SECTION 5.14                    Disclosure.  No report, financial statement, certificate
or other written information furnished by or on behalf of any Loan Party to any
Agent or any Lender in connection with the transactions contemplated hereby and
the negotiation of this Agreement or delivered hereunder or any other Loan
Document (as modified or supplemented by other information so furnished) when
taken as a whole contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading; provided that, with respect to projected financial
information and pro forma financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time of preparation; it being understood that
such projections may vary from actual results and that such variances may be
material.


SECTION 5.15                    Intellectual Property; Licenses,
Etc.  Each of the Loan Parties and
their Subsidiaries own, license or possess the right to use, all of the
trademarks, service marks, trade names, domain names, copyrights, patents,
patent rights, licenses, technology, software, know-how database rights, design
rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation
of their respective businesses as currently conducted, and, without conflict
with the rights of any Person, except to the extent such conflicts, either
individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.  No such IP Rights
infringe upon any rights held by any Person except for such infringements,
individually or in the aggregate, which could not reasonably be expected to
have a Material Adverse Effect.  No claim
or litigation regarding any such IP Rights, is pending or, to the knowledge of
the Borrower, threatened against any Loan Party or Subsidiary, which, either
individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.


SECTION 5.16                    Solvency.  On the Worldspan Closing Date after giving effect
to the Worldspan Transactions, the Loan Parties, on a consolidated basis, are
Solvent.


SECTION 5.17                    Subordination of Junior
Financing.  The Obligations are “Senior
Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing”
(or any comparable term) under, and as defined in, any Junior Financing
Documentation.


SECTION 5.18                    Labor Matters.  Except as, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect: 
(a) there are no strikes or other labor disputes against Holdings or any
of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower,
threatened; (b) none of hours worked by nor any payments made to employees of
Holdings or any of its Subsidiaries have been in violation of the Fair Labor
Standards Act or any other applicable Laws dealing with such matters; and (c)
all payments due from Holdings or any of its Subsidiaries on account of
employee health and welfare insurance have been paid or accrued as a liability
on the books of the relevant party.



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ARTICLE
VI


Affirmative
Covenants


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder which is accrued and payable
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, each of Holdings and the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted
Subsidiary to:


SECTION 6.01                    Financial Statements.  Deliver to the Administrative Agent for
prompt further distribution to each Lender:


(a)                                  as
soon as available, but in any event within one hundred and twenty (120) days
after the end of the 2006 and 2007 fiscal years and within ninety (90) days
after the end of each fiscal year of Holdings beginning with the 2008 fiscal
year, a consolidated balance sheet of Holdings and its Subsidiaries (other than
in the case of the 2006 fiscal year only for which Holdings shall deliver (i) a
consolidated balance sheet of Holdings and its Subsidiaries (excluding
Worldspan and its Subsidiaries) and the related consolidated statements of
income or operations, stockholders’ equity and cash flows and (ii) a
consolidated balance sheet of Worldspan and its Subsidiaries and the related
consolidated statements of income or operations, stockholders’ equity and cash
flows) as at the end of such fiscal year, and the related consolidated
statements of income or operations, stockholders’ equity and cash flows for
such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of
Deloitte & Touche LLP or any other independent registered public accounting
firm of nationally recognized standing, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit;


(b)                                 as
soon as available, but in any event within sixty (60) days after the end of the
first full fiscal quarter ending immediately after the Second Amendment and Restatement
Effective Date and thereafter within forty-five (45) days after the end of each
of the first three (3) fiscal quarters of each fiscal year of Holdings, a
consolidated balance sheet of Holdings and its Subsidiaries (other than in the
case of the first fiscal quarter ending immediately after the Worldspan Closing
Date only for which Holdings shall deliver (i) a consolidated balance sheet,
consolidated statements of income or operations and consolidated statements of
cash flows of Holdings and its Subsidiaries (excluding Worldspan and its
Subsidiaries) and (ii) a consolidated balance sheet, consolidated statements of
income or operations and consolidated statements of cash flows of Worldspan and
its Subsidiaries) as at the end of such fiscal quarter, and the related (i)
consolidated statements of income or operations for such fiscal quarter and for
the portion of the fiscal year then ended and (ii) consolidated statements of
cash flows for the portion of the fiscal year then ended, setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of
the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and certified by a Responsible Officer of the



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Borrower as fairly presenting in all material
respects the financial condition, results of operations, stockholders’ equity
and cash flows of Holdings and its Subsidiaries in accordance with GAAP,
subject only to normal year-end audit adjustments and the absence of footnotes;
and


(c)                                  simultaneously
with the delivery of each set of consolidated financial statements referred to
in Sections 6.01(a) and 6.01(b) above, the related consolidating financial
statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) from such consolidated financial statements.


Notwithstanding the foregoing, the obligations in
paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to
financial information of Holdings and its Subsidiaries by furnishing (A) the
applicable financial statements of Holdings (or any direct or indirect parent
of Holdings that holds all of the Equity Interests of Holdings) or (B) Holdings’
(or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q,
as applicable, filed with the SEC; provided that,
with respect to each of clauses (A) and (B), to the extent such information is
in lieu of information required to be provided under Section 6.01(a), such
materials are accompanied by a report and opinion of Deloitte & Touche LLP
or any other independent registered public accounting firm of nationally
recognized standing, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception
as to the scope of such audit.


SECTION 6.02                    Certificates; Other Information.  Deliver to the Administrative Agent for
prompt further distribution to each Lender:


(a)                                  no
later than five (5) days after the delivery of the financial statements referred
to in Section 6.01(a), a certificate of its independent registered public
accounting firm certifying such financial statements and stating that in making
the examination necessary therefor no knowledge was obtained of any Event of
Default resulting from a violation of Section 7.11 or, if any such Event of
Default shall exist, stating the nature and status of such event;


(b)                                 no
later than five (5) days after the delivery of the financial statements referred
to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of the Borrower and, if such Compliance Certificate
demonstrates an Event of Default resulting from a violation of Section 7.11,
any of the Equity Investors may deliver, together with such Compliance
Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to
Section 8.05; provided that the delivery of a
Notice of Intent to Cure shall in no way affect or alter the occurrence,
existence or continuation of any such Event of Default or the rights, benefits,
powers and remedies of the Administrative Agent and the Lenders under any Loan
Document;


(c)                                  promptly
after the same are publicly available, copies of all annual, regular, periodic
and special reports and registration statements which Holdings or the Borrower
files with the SEC or with any Governmental Authority that may be substituted
therefor (other than amendments to any registration statement (to the extent
such registration statement, in the form it became effective, is delivered),
exhibits to any registration statement and, if applicable, any registration



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statement on Form S-8) and in any case not
otherwise required to be delivered to the Administrative Agent pursuant hereto;


(d)                                 promptly
after the furnishing thereof, copies of any material requests or material
notices received by any Loan Party (other than in the ordinary course of business)
or material statements or material reports furnished to any holder of debt
securities of any Loan Party or of any of its Subsidiaries pursuant to the
terms of any High Yield Notes Documentation or Junior Financing Documentation
in a principal amount greater than the Threshold Amount and not otherwise
required to be furnished to the Lenders pursuant to any other clause of this
Section 6.02;


(e)                                  together
with the delivery of the financial statements pursuant to Section 6.01(a) and
each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting
forth the information required by Section 3.03(c) of the Security Agreement or
confirming that there has been no change in such information since the Original
Closing Date or the date of the last such report), (ii) a description of each
event, condition or circumstance during the last fiscal quarter covered by such
Compliance Certificate requiring a mandatory prepayment under Section 2.05(b)
and (iii) a list of each Subsidiary that identifies each Subsidiary as a
Restricted or an Unrestricted Subsidiary as of the date of delivery of such
Compliance Certificate; and


(f)                                    promptly,
such additional information regarding the business, legal, financial or
corporate affairs of any Loan Party or any Subsidiary, or compliance with the
terms of the Loan Documents, as the Administrative Agent or any Lender through
the Administrative Agent may from time to time reasonably request.


Documents required to be delivered pursuant to Section
6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which Holdings or the Borrower posts such documents, or
provides a link thereto on Holdings’ or the Borrower’s website on the Internet
at the website address listed on Schedule 10.02; or (ii) on which such
documents are posted on Holdings’ or the Borrower’s behalf on IntraLinks/IntraAgency
or another relevant website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether sponsored
by the Administrative Agent); provided
that:  (i) upon written request by the
Administrative Agent, the Borrower shall deliver paper copies of such documents
to the Administrative Agent for further distribution to each Lender until a
written request to cease delivering paper copies is given by the Administrative
Agent and (ii) the Borrower shall notify (which may be by facsimile or
electronic mail) the Administrative Agent of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. 
Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(b) to the Administrative Agent.  Each Lender shall be solely responsible for
timely accessing posted documents or requesting delivery of paper copies of
such documents from the Administrative Agent and maintaining its copies of such
documents.



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SECTION 6.03                    Notices.  Promptly after obtaining knowledge thereof, notify
the Administrative Agent:


(a)                                  of
the occurrence of any Default; and


(b)                                 of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including arising out of or resulting from (i) breach
or non-performance of, or any default or event of default under, a Contractual
Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation,
investigation, proceeding or suspension between any Loan Party or any
Subsidiary and any Governmental Authority, (iii) the commencement of, or any
material development in, any litigation or proceeding affecting any Loan Party
or any Subsidiary, including pursuant to any applicable Environmental Laws or
in respect of IP Rights or the assertion or occurrence of any noncompliance by
any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental
Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.


Each notice pursuant to this Section shall be
accompanied by a written statement of a Responsible Officer of the Borrower (x)
that such notice is being delivered pursuant to Section 6.03(a) or (b) (as
applicable) and (y) setting forth details of the occurrence referred to therein
and stating what action the Borrower has taken and proposes to take with
respect thereto.


SECTION 6.04                    Payment of Obligations.  Pay, discharge or otherwise satisfy as the
same shall become due and payable, all its obligations and liabilities in
respect of taxes, assessments and governmental charges or levies imposed upon
it or upon its income or profits or in respect of its property, except, in each
case, to the extent the failure to pay or discharge the same could not
reasonably be expected to have a Material Adverse Effect.


SECTION 6.05                    Preservation of Existence, Etc.  (a) 
Preserve, renew and maintain in full force and effect its legal
existence under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable
action to maintain all rights, privileges (including its good standing),
permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except (i) to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a
transaction permitted by Section 7.04 or 7.05.


SECTION 6.06                    Maintenance of Properties.  Except if the failure to do so could not
reasonably be expected to have a Material Adverse Effect, (a) maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order, repair and condition,
ordinary wear and tear excepted and casualty or condemnation excepted, and (b)
make all necessary renewals, replacements, modifications, improvements,
upgrades, extensions and additions thereof or thereto in accordance with
prudent industry practice.


SECTION 6.07                    Maintenance of Insurance.  Maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts
(after giving effect to any self-insurance reasonable



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and customary for similarly situated Persons engaged
in the same or similar businesses as Holdings, Borrower and the Restricted
Subsidiaries) as are customarily carried under similar circumstances by such
other Persons.


SECTION 6.08                    Compliance with Laws.  Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except if the failure to
comply therewith could not reasonably be expected to have a Material Adverse Effect.


SECTION 6.09                    Books and Records.  Maintain proper books of record and account,
in which entries that are full, true and correct in all material respects and
are in conformity with GAAP consistently applied shall be made of all material
financial transactions and matters involving the assets and business of
Holdings or such Subsidiary, as the case may be.


SECTION 6.10                    Inspection Rights.  Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect
any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the reasonable expense of the Borrower and at such
reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Borrower; provided
that, excluding any such visits and inspections during the continuation of an
Event of Default, only the Administrative Agent on behalf of the Lenders may
exercise rights of the Administrative Agent and the Lenders under this Section
6.10 and the Administrative Agent shall not exercise such rights more often
than two (2) times during any calendar year absent the existence of an Event of
Default and only one (1) such time shall be at the Borrower’s expense; provided  further that
when an Event of Default exists, the Administrative Agent or any Lender (or any
of their respective representatives or independent contractors) may do any of
the foregoing at the expense of the Borrower at any time during normal business
hours and upon reasonable advance notice. 
The Administrative Agent and the Lenders shall give the Borrower the
opportunity to participate in any discussions with Holdings’ independent public
accountants.


SECTION 6.11                    Covenant to Guarantee
Obligations and Give Security.  At
the Borrower’s expense, take all action necessary or reasonably requested by
the Administrative Agent to ensure that the Collateral and Guarantee
Requirement continues to be satisfied, including:


(a)                                  upon
the formation or acquisition of any new direct or indirect wholly owned
Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an
Excluded Subsidiary) by any Loan Party or the designation in accordance with
Section 6.14 of any existing direct or indirect wholly owned Domestic
Subsidiary as a Restricted Subsidiary:


(i)                                               within
thirty (30) days after such formation, acquisition or designation or such
longer period as the Administrative Agent may agree in its discretion:



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(A)                                              cause
each such Restricted Subsidiary that is required to become a Guarantor under
the Collateral and Guarantee Requirement to furnish to the Administrative Agent
a description of the real properties owned by such Restricted Subsidiary that
have a book value in excess of (i) prior to the Worldspan Closing Date,
$5,000,000 and (ii) on and after the Worldspan Closing Date, $7,250,000 in
detail reasonably satisfactory to the Administrative Agent;


(B)                                                cause
(x) each such Restricted Subsidiary that is required to become a Guarantor
pursuant to the Collateral and Guarantee Requirement to duly execute and
deliver to the Administrative Agent or the Collateral Agent (as appropriate)
Mortgages, Security Agreement Supplements, Intellectual Property Security
Agreements and other security agreements and documents (including, with respect
to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested
by and in form and substance reasonably satisfactory to the Administrative
Agent (consistent with the Mortgages, Security Agreement, Intellectual Property
Security Agreements and other Collateral Documents in effect on the Original
Closing Date), in each case granting Liens required by the Collateral and
Guarantee Requirement and (y) each direct or indirect parent of each such
Restricted Subsidiary that is required to be a Guarantor pursuant to the
Collateral and Guarantee Requirement to duly execute and deliver to the Administrative
Agent such Security Agreement Supplements and other security agreements as
reasonably requested by and in form and substance reasonably satisfactory to
the Administrative Agent (consistent with the Security Agreements in effect on
the Original Closing Date), in each case granting Liens required by the
Collateral and Guarantee Requirement;


(C)                                                (x)
cause each such Restricted Subsidiary that is required to become a Guarantor
pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates
representing Equity Interests (to the extent certificated) that are required to
be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by
undated stock powers or other appropriate instruments of transfer executed in
blank and instruments evidencing the intercompany Indebtedness held by such
Restricted Subsidiary and required to be pledged pursuant to the Collateral
Documents, indorsed in blank to the Collateral Agent and (y) cause each direct
or indirect parent of such Restricted Subsidiary that is required to be a
Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any
and all certificates representing the outstanding Equity Interests (to the
extent certificated) of such Restricted Subsidiary that are required to be
pledged pursuant to the Collateral and Guarantee Requirement, accompanied by
undated stock powers or other appropriate instruments of transfer executed in
blank and instruments evidencing the intercompany Indebtedness issued by such
Restricted Subsidiary and required to be pledged in accordance with the
Collateral Documents, indorsed in blank to the Collateral Agent;



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(D)                                               take
and cause such Restricted Subsidiary and each direct or indirect parent of such
Restricted Subsidiary that is required to become a guarantor pursuant to the
Guarantee and Collateral Requirement to take whatever action (including the
recording of Mortgages, the filing of Uniform Commercial Code financing
statements and delivery of stock and membership interest certificates) may be
necessary in the reasonable opinion of the Administrative Agent to vest in the
Administrative Agent (or in any representative of the Administrative Agent
designated by it) valid Liens required by the Collateral and Guarantee
Requirement, enforceable against all third parties in accordance with their
terms, except as such enforceability may be limited by Debtor Relief Laws and
by general principles of equity,


(ii)                                            within
thirty (30) days after the request therefor by the Administrative Agent, deliver
to the Administrative Agent a signed copy of an opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for the Loan Parties
reasonably acceptable to the Administrative Agent as to such matters set forth
in this Section 6.11(a) as the Administrative Agent may reasonably request, and


(iii)                                         as promptly as
practicable after the request therefor by the Administrative Agent, deliver to
the Administrative Agent with respect to each parcel of real property that is
owned by such Restricted Subsidiary and has a book value in excess of (i) prior
to the Worldspan Closing Date, $5,000,000 and (ii) on and after the Worldspan
Closing Date, $7,250,000, any existing title reports, surveys or environmental
assessment reports.


(b)                                 (i)  [reserved];


(ii)           the
Borrower shall obtain the security interests and Guarantees set forth on Schedule
1.01B on or prior to the dates corresponding to such security interests and
Guarantees set forth on Schedule 1.01B; and


(iii)        after
the Original Closing Date, promptly after (x) the acquisition of any material
personal property by any Loan Party or (y) the acquisition of any owned real
property by any Loan Party with a book value in excess of (i) prior to the
Worldspan Closing Date, $5,000,000, and (ii) on and after the Worldspan Closing
Date, $7,250,000, and if such personal property or owned real property shall
not already be subject to a perfected Lien pursuant to the Collateral and
Guarantee Requirement, the Borrower shall give notice thereof to the Administrative
Agent and promptly thereafter shall cause such assets to be subjected to a Lien
to the extent required by the Collateral and Guarantee Requirement and will
take, or cause the relevant Loan Party to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect or record such Lien, including, as applicable, the actions referred to
in Section 6.13(b) with respect to real property.



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(c)                                  Upon
the Orbitz IPO (x) all Collateral granted by Orbitz TopCo and its Subsidiaries
pursuant to the Security Documents shall be released and shall be free and
clear of all Liens created by the Loan Documents and (y) all other obligations
under the Loan Documents of Orbitz TopCo or any of its Subsidiaries that are
Subsidiary Guarantors shall also be released, and the Lenders hereby authorize
the Administrative Agent and the Collateral Agent to take all actions requested
by Borrower to effectuate such releases.


SECTION 6.12                    Compliance with Environmental
Laws.  Except, in each case, to the
extent that the failure to do so could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, comply, and take
all reasonable actions to cause all lessees and other Persons operating or
occupying its properties to comply with all applicable Environmental Laws and
Environmental Permits; obtain and renew all Environmental Permits necessary for
its operations and properties; and, in each case to the extent required by
Environmental Laws, conduct any investigation, study, sampling and testing, and
undertake any cleanup, removal, remedial or other action necessary to remove
and clean up all Hazardous Materials from any of its properties, in accordance
with the requirements of all Environmental Laws.


SECTION 6.13                                            Further
Assurances and Post-Closing Conditions.


(a)                     Promptly upon
reasonable request by the Administrative Agent (i) correct any material defect
or error that may be discovered in the execution, acknowledgment, filing or
recordation of any Collateral Document or other document or instrument relating
to any Collateral, and (ii) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further
acts, deeds, certificates, assurances and other instruments as the
Administrative Agent may reasonably request from time to time in order to carry
out more effectively the purposes of the Collateral Documents.


(b)                    In the case of
any real property referred to in Section 6.11(b), provide the Administrative
Agent with Mortgages with respect to such owned real property within thirty
(30) days of the acquisition of, or, if requested by the Administrative Agent,
entry into, or renewal of, a ground lease in respect of, such real property in
each case together with:


(i)            evidence
that counterparts of the Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent may deem reasonably necessary
or desirable in order to create a valid and subsisting perfected Lien on the
property and/or rights described therein in favor of the Administrative Agent
or the Collateral Agent (as appropriate) for the benefit of the Secured Parties
and that all filing and recording taxes and fees have been paid or otherwise
provided for in a manner reasonably satisfactory to the Administrative Agent;


(ii)         fully
paid American Land Title Association Lender’s Extended Coverage title insurance
policies or the equivalent or other form available in each



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applicable
jurisdiction (the “Mortgage Policies”)
in form and substance, with endorsements and in amount, reasonably acceptable
to the Administrative Agent (not to exceed the value of the real properties
covered thereby), issued, coinsured and reinsured by title insurers reasonably
acceptable to the Administrative Agent, insuring the Mortgages to be valid
subsisting Liens on the property described therein, free and clear of all
defects and encumbrances, subject to Liens permitted by Section 7.01, and
providing for such other affirmative insurance (including endorsements for
future advances under the Loan Documents) and such coinsurance and direct
access reinsurance as the Administrative Agent may reasonably request;


(iii)    opinions
of local counsel for the Loan Parties in states in which the real properties
are located, with respect to the enforceability and perfection of the Mortgages
and any related fixture filings in form and substance reasonably satisfactory
to the Administrative Agent;


(iv)     evidence
that each such space lease contains a provision reasonably acceptable to the
Administrative Agent permitting a collateral assignment with respect to such
provisions; provided that the Administrative Agent
shall be permitted to waive this requirement if it is reasonably satisfied that
the Borrower has used its commercially reasonable efforts to comply with this requirement;
and


(v)        such
other evidence that all other actions that the Administrative Agent may
reasonably deem necessary or desirable in order to create valid and subsisting
Liens on the property described in the Mortgages has been taken.


SECTION 6.14                    Designation of Subsidiaries.  The board of directors of Holdings may at any
time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any
Unrestricted Subsidiary as a Restricted Subsidiary; provided
that (i) immediately before and after such designation, no Default shall have occurred
and be continuing, (ii) immediately after giving effect to such designation,
Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance,
on a Pro Forma Basis (it being understood that if such designation is to be
made effective prior to the date that the March 31, 2007 Test Period has become
effective, the level set forth in Section 7.11 for the March 31, 2007 Test
Period shall be deemed to apply), with the covenant set forth in Section 7.11
(and, as a condition precedent to the effectiveness of any such designation,
the Borrower shall deliver to the Administrative Agent a certificate setting
forth in reasonable detail the calculations demonstrating such compliance) and
(iii) no Subsidiary (other than Orbitz TopCo and its Subsidiaries upon the
consummation of the Orbitz IPO) may be designated as an Unrestricted Subsidiary
if it is a “Restricted Subsidiary” for the purpose of any Junior Financing, as
applicable, and upon the Orbitz IPO (x) all Collateral granted by Orbitz TopCo
and its Subsidiaries pursuant to the Security Documents shall be released and
shall be free and clear of all Liens created by the Loan Documents and (y) all
other obligations under the Loan Documents of any of Orbitz TopCo or any of its
Subsidiaries that are Subsidiary Guarantors shall also be released.  Orbitz TopCo and its Subsidiaries shall
continue to be Unrestricted Subsidiaries



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at all times from and after the Orbitz IPO.  The designation of any Subsidiary as an Unrestricted
Subsidiary shall constitute an Investment by Holdings therein at the date of
designation in an amount equal to the net book value of Holdings’ investment
therein.  The designation of any
Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the
incurrence at the time of designation of any Indebtedness or Liens of such
Subsidiary existing at such time.


SECTION 6.15                    Flood Insurance.  With respect to each Mortgaged Property,
obtain flood insurance in such total amount as the Administrative Agent or the
Required Lenders may from time to time reasonably require, if at any time the
area in which any improvements located on any Mortgaged Property is designated
a “flood hazard area” in any Flood Insurance Rate Map published by the Federal
Emergency Management Agency (or any successor agency), and otherwise comply
with the National Flood Insurance Program as set forth in the Flood Disaster
Protection Act of 1973, as amended from time to time.


SECTION 6.16                    Orbitz Indebtedness.  If, upon or following the Orbitz IPO, Orbitz
Topco, any of its Subsidiaries or any other Person whose primary assets or
operations comprises a portion of the Orbitz Business and is not then a Loan
Party Guarantees or otherwise becomes liable for any Indebtedness of Holdings
and its Subsidiaries (other than Orbitz Topco, any of its Subsidiaries or any
other Person whose primary assets or operations comprises a portion of the
Orbitz Business), such Person shall become subject to the Collateral and
Guarantee Requirement hereunder as if such Person were a Restricted Subsidiary
(it being understood that in such case such Person shall, other than for
purposes of granting guarantees and collateral pursuant to the Collateral and
Guarantee Requirement, not be considered a Restricted Subsidiary hereunder).


SECTION 6.17                                            Post-Closing
Matters.


To the extent such
items have not been delivered as of the Second Amendment and Restatement
Effective Date, within ninety (90) days after the Second Amendment and Restatement
Effective Date, unless waived or extended by the Collateral Agent in its sole
discretion, the applicable Loan Party shall deliver to the Collateral Agent,
with respect to the Mortgage encumbering Mortgaged Property entered into prior
to the Second Amendment and Restatement Effective Date, an amendment (the “Mortgage Amendment”) duly executed and acknowledged by the
applicable Loan Party, and in form for recording in the recording office where
such Mortgage was recorded, together with such certificates, affidavits,
questionnaires or returns as shall be required in connection with the recording
or filing thereof under applicable law, in each case in form and substance reasonably
satisfactory to the Administrative Agent or Collateral Agent, together with:


(a)                                  a
title endorsement to the existing Mortgage Policy assuring the Collateral Agent
that the Mortgage encumbering the Mortgaged Property located at 5350 South
Valentia Way, Greenwood Village, Colorado, as amended by the Mortgage
Amendment, is a valid and enforceable first priority lien on such  Mortgaged Property in favor of the Collateral
Agent for the benefit of the Secured Parties free and clear of all Liens except
those Liens created or permitted by this Agreement and the Collateral Documents
or by the Administrative Agent or Collateral Agent, and such endorsement to
such Mortgage Policy shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent or Collateral Agent;



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(b)                                 to
the extent reasonably requested by the
Administrative Agent or Collateral Agent, opinions of local counsel to the Loan
Parties, which opinions (x) shall be
addressed to each Agent and each of the Lenders, (y) shall cover the
enforceability of the Mortgage as amended by the Mortgage Amendment, and
(z) shall be in form and substance reasonably satisfactory to the Agents;


(c)                                  evidence
that all other actions, recordings and filings in connection with the Mortgage
Amendment that the Administrative Agent may deem reasonably necessary shall
have been taken, completed or otherwise provided for in a manner reasonably
satisfactory to the Administrative Agent.


ARTICLE
VII


Negative
Covenants


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder which is accrued and payable
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, Holdings and the Borrower shall not, nor shall they permit any of
their Restricted Subsidiaries to, directly or indirectly:


SECTION 7.01                    Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following:


(a)                                  Liens
pursuant to any Loan Document;


(b)                                 Liens
existing on the date hereof and listed on Schedule 7.01(b) and any
modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend
to any additional property other than (A) after-acquired property that is
affixed or incorporated into the property covered by such Lien or financed by
Indebtedness permitted under Section 7.03, and (B) proceeds and products
thereof, and (ii) the renewal, extension or refinancing of the obligations
secured or benefited by such Liens is permitted by Section 7.03;


(c)                                  Liens
for taxes, assessments or governmental charges which are not overdue for a
period of more than thirty (30) days or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;


(d)                                 statutory
Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen,
construction contractors or other like Liens arising in the ordinary course of
business which secure amounts not overdue for a period of more than thirty (30)
days or if more than thirty (30) days overdue, are unfiled and no other action
has been taken to enforce such Lien or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;



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(e)                                  (i)
pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation
and (ii) pledges and deposits in the ordinary course of business securing
liability for reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefit
of) insurance carriers providing property, casualty or liability insurance to
Holdings, the Borrower or any Restricted Subsidiary;


(f)                                    deposits
to secure the performance of bids, trade contracts, governmental contracts and
leases (other than Indebtedness for borrowed money), statutory obligations,
surety, stay, customs and appeal bonds, performance bonds and other obligations
of a like nature (including those to secure health, safety and environmental
obligations) incurred in the ordinary course of business;


(g)                                 easements,
rights-of-way, restrictions, encroachments, protrusions and other similar
encumbrances and minor title defects affecting real property which, in the
aggregate, do not in any case materially interfere with the ordinary conduct of
the business of Holdings, the Borrower or any material Subsidiary;


(h)                                 Liens
securing judgments for the payment of money not constituting an Event of
Default under Section 8.01(h);


(i)                                     Liens
securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach
concurrently with or within two hundred and seventy (270) days after the
acquisition, repair, replacement, construction or improvement (as applicable)
of the property subject to such Liens, (ii) such Liens do not at any time
encumber any property except for accessions to such property other than the
property financed by such Indebtedness and the proceeds and the products
thereof and (iii) with respect to Capitalized Leases, such Liens do not at any
time extend to or cover any assets (except for accessions to such assets) other
than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by
one lender may be cross collateralized to other financings of equipment
provided by such lender;


(j)                                     leases,
licenses, subleases or sublicenses granted to others in the ordinary course of
business which do not (i) interfere in any material respect with the business
of Holdings, the Borrower or any material Subsidiary or (ii) secure any
Indebtedness;


(k)                                  Liens
in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in
the ordinary course of business;


(l)                                     Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial
Code on the items in the course of collection, and (ii) in favor of a banking
institution arising as a matter of law encumbering deposits (including the
right of set off) and which are within the general parameters customary in the
banking industry;


(m)                               Liens
(i) on cash advances in favor of the seller of any property to be acquired in
an Investment permitted pursuant to Section 7.02(i) or (n) to be applied
against the purchase price for such Investment, (ii) attaching to commodity
trading accounts or



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other commodities brokerage accounts incurred
in the ordinary course of business and (iii) consisting of an agreement to
Dispose of any property in a Disposition permitted under Section 7.05, in each
case, solely to the extent such Investment or Disposition, as the case may be,
would have been permitted on the date of the creation of such Lien;


(n)                                 Liens
on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii)
that does not constitute Collateral, which Liens secure Indebtedness of the
applicable Foreign Subsidiary permitted under Section 7.03;


(o)                                 Liens
in favor of Holdings, the Borrower or a Restricted Subsidiary securing
Indebtedness permitted under Section 7.03(d);


(p)                                 Liens
existing on property at the time of its acquisition or existing on the property
of any Person at the time such Person becomes a Restricted Subsidiary (other
than by designation as a Restricted Subsidiary pursuant to Section 6.14), in
each case after the date hereof (other than Liens on the Equity Interests of
any Person that becomes a Restricted Subsidiary) and the replacement, extension
or renewal of any Lien permitted by this clause (p) upon or in the same
property previously subject thereto in connection with the replacement,
extension or renewal (without increase in the amount or any change in any
direct or contingent obligor) of the amount or value secured thereby; provided that (i) such Lien was not
created in contemplation of such acquisition or such Person becoming a
Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets
or property (other than the proceeds or products thereof and other than
after-acquired property subjected to a Lien securing Indebtedness and other
obligations incurred prior to such time and which Indebtedness and other
obligations are permitted hereunder that require, pursuant to their terms at
such time, a pledge of after-acquired property, it being understood that such
requirement shall not be permitted to apply to any property to which such
requirement would not have applied but for such acquisition), and (iii) the
Indebtedness secured thereby is permitted under Section 7.03(e), (g) or (k);


(q)                                 any
interest or title of a lessor under leases entered into by Holdings, the
Borrower or any of the Restricted Subsidiaries in the ordinary course of business;


(r)                                    [reserved];


(s)                                  Liens
encumbering out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by Holdings, the Borrower or any of
the Restricted Subsidiaries in the ordinary course of business permitted by
this Agreement;


(t)                                    Liens
deemed to exist in connection with Investments in repurchase agreements under
Section 7.02 and reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts
incurred in the ordinary course of business and not for speculative purposes;


(u)                                 Liens
that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of
Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings,
the Borrower or any



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Restricted Subsidiary to permit satisfaction
of overdraft or similar obligations incurred in the ordinary course of business
of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to
purchase orders and other agreements entered into with customers of Holdings,
the Borrower or any Restricted Subsidiary in the ordinary course of business;


(v)                                 Liens
solely on any cash earnest money deposits made by Holdings, the Borrower or any
of the Restricted Subsidiaries in connection with any letter of intent or
purchase agreement permitted hereunder;


(w)                               (i)
Liens placed upon the Equity Interests of any Restricted Subsidiary acquired
pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to
Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens
placed upon the assets of such Restricted Subsidiary and any of its
Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its
Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);


(x)                                   ground
leases in respect of real property on which facilities owned or leased by the
Borrower or any of its Subsidiaries are located;


(y)                                 Liens
arising from precautionary Uniform Commercial Code financing statement filings;


(z)                                   Liens
on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto.


(aa)                            other
Liens securing Indebtedness outstanding in an aggregate principal amount not to
exceed (i) prior to the Worldspan Closing Date, $50,000,000, and (ii) on and
after the Worldspan Closing Date, $72,500,000.


Notwithstanding the foregoing, no Liens on any IP
Collateral shall be permitted at any time, other than pursuant to Section
7.01(a), (b), (c), (h), (j), (m), (o), (p), (r), (u)(iii) or (w), and no Liens
(other than those referred to in Section 7.01(a)) shall be permitted on the
Collateral consisting of the Equity Interests of the Borrower or the Foreign
Holdco.


Notwithstanding the foregoing, no Liens shall be
permitted to exist directly or indirectly on any Mortgaged Property other than
pursuant to clauses (a), (b), (c), (d), (g), (h), (j), (p), (q) and (x) (to the
extent, with reference to clause (j) of this Section 7.01, the Borrower and the
applicable Loan Party shall use commercially reasonable efforts to cause such
leases, licenses, subleases or sublicenses to be subordinate to the lien of any
Mortgage).


SECTION 7.02                    Investments.  Make or hold any Investments, except:


(a)                                  Investments
by Holdings, the Borrower or a Restricted Subsidiary in assets that were Cash
Equivalents when such Investment was made;


(b)                                 loans
or advances to officers, directors and employees of Holdings, the Borrower and
the Restricted Subsidiaries (i)  for
reasonable and customary business-related travel, entertainment, relocation and
analogous ordinary business purposes, (ii) in



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connection
with such Person’s purchase of Equity Interests of Holdings (or any direct or
indirect parent thereof or after a Qualifying IPO, the Borrower or any
Intermediate Holding Company) (provided
that the amount of such loans and advances shall be contributed to the Borrower
in cash as common equity) and (iii) for purposes not described in the foregoing
clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed
(x) prior to the Worldspan Closing Date, $5,000,000, and (y) on and after the
Worldspan Closing Date, $7,250,000;


(c)                                  Investments
(i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party
(excluding any new Restricted Subsidiary which becomes a Loan Party and
excluding any Foreign Subsidiary), (ii) by any Restricted Subsidiary that is
not a Loan Party in any other such Restricted Subsidiary that is also not a
Loan Party and (iii) by the Borrower or any Restricted Subsidiary (A) in any Restricted
Subsidiary that is not a Loan Party; provided
that the aggregate amount of such Investments in Persons that are not Loan
Parties (together with, but without duplication of, the aggregate consideration
paid in respect of Permitted Acquisitions of Persons that do not become Loan
Parties pursuant to Section 7.02(i)(B), but with giving effect to any
Investment permitted by Section 7.02(q)) shall not exceed (x) prior to the
Worldspan Closing Date, $250,000,000, and (y) on and after the Worldspan Closing
Date, $362,500,000 (in each case net of any return representing a return of
capital in respect of any such Investment) or (B) in any Foreign Subsidiary
that is a Loan Party, consisting of the contribution of Equity Interests of any
other Foreign Subsidiary held directly by the Borrower or such Restricted
Subsidiary in exchange for Indebtedness, Equity Interests or a combination
thereof of the Foreign Subsidiary to which such contribution is made, (C) in
any Foreign Subsidiary, constituting an exchange of Equity Interests of such
Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (D)
constituting Guarantees of Indebtedness or other monetary obligations of
Foreign Subsidiaries owing to any Loan Party, to the extent such Guarantees are
permitted under Section 7.03 and (iv) by any Foreign Subsidiary that is a Loan
Party in any other Foreign Subsidiary that is a Loan Party (other than any new
Restricted Subsidiary that becomes a Loan Party);


(d)                                 Investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors and other credits to
suppliers in the ordinary course of business;


(e)                                  Investments
consisting of Liens, Indebtedness, fundamental changes, Dispositions and
Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06,
respectively;


(f)                                    Investments
(i) existing or contemplated on the date hereof and set forth on Schedule
7.02(f) and any modification, replacement, renewal, reinvestment or extension
thereof and (ii) existing on the date hereof by the Borrower or any Restricted
Subsidiary in the Borrower or any other Restricted Subsidiary and any
modification, renewal or extension thereof; provided
that the amount of any Investment permitted pursuant to this Section 7.02(f) is
not materially increased from the amount of such Investment on the



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Original Closing Date via the transfer of
assets from any of Holdings or any Subsidiary thereof to such Investment;


(g)                                 Investments
in Swap Contracts permitted under Section 7.03;


(h)                                 promissory
notes and other noncash consideration received in connection with Dispositions
permitted by Section 7.05;


(i)                                     the
purchase or other acquisition of property and assets or businesses of any
Person or of assets constituting a business unit, a line of business or
division of such Person, or Equity Interests in a Person that, upon the consummation
thereof, will be a wholly owned Subsidiary of Holdings (including as a result
of a merger or consolidation); provided
that, with respect to each purchase or other acquisition made pursuant to this
Section 7.02(i) (each, a “Permitted Acquisition”):


(A)                                              subject
to clause (B) below, a majority of all property, assets and businesses acquired
in such purchase or other acquisition shall constitute Collateral and each
applicable Loan Party and any such newly created or acquired Subsidiary (and,
to the extent required under the Collateral and Guarantee Requirement, the
Subsidiaries of such created or acquired Subsidiary) shall be Guarantors and
shall have complied with the requirements of Section 6.11, within the times
specified therein (for the avoidance of doubt, this clause (A) shall not
override any provisions of the Collateral and Guarantee Requirement);


(B)                                                the
aggregate amount of consideration paid in respect of acquisitions of Persons
that do not become Loan Parties (together with the aggregate amount of all
Investments in Foreign Subsidiaries that are not Loan Parties pursuant to
Section 7.02(c)(iii)(A), but with giving effect to any Investments permitted
under Section 7.02(q)) shall not exceed (x) prior to the Worldspan Closing
Date, $250,000,000, and (y) on and after the Worldspan Closing Date,
$362,500,000 (net of any return representing a return of capital in respect of
any such Investment);


(C)                                                the
acquired property, assets, business or Person is in the same line of business
as Holdings and the Subsidiaries, taken as a whole;


(D)                                               the
board of directors (or similar governing body) of the Person to be so purchased
or acquired shall not have indicated publicly its opposition to the consummation
of such purchase or acquisition (which opposition has not been publicly
withdrawn);


(E)                                                 (1)
immediately before and immediately after giving Pro Forma Effect to any such
purchase or other acquisition, no Default shall have occurred and be continuing
and (2) immediately after giving effect to such purchase or other acquisition,
Holdings, the Borrower and the Restricted Subsidiaries shall be in Pro Forma
Compliance with the covenant set forth in Section 7.11 for the Test Period in
effect at the time such purchase or other acquisition is to occur (it being understood
that if such purchase or other acquisition is



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to occur prior to the date that the March 31,
2007 Test Period is effective, the level set forth in Section 7.11 for the
March 31, 2007 Test Period shall be deemed to apply) and, in the case of acquisitions
the aggregate consideration which is in excess of (x) prior to the Worldspan
Closing Date, $25,000,000, and (y) on and after the Worldspan Closing Date,
$36,250,000, evidenced by a certificate from the Chief Financial Officer of the
Borrower demonstrating such compliance calculation in reasonable detail; and


(F)                                                 the
Borrower shall have delivered to the Administrative Agent, on behalf of the
Lenders, no later than five (5) Business Days after the date on which any such
purchase or other acquisition is consummated, a certificate of a Responsible
Officer, in form and substance reasonably satisfactory to the Administrative
Agent, certifying that all of the requirements set forth in this clause (i)
have been satisfied or will be satisfied on or prior to the consummation of
such purchase or other acquisition;


(j)                                     the
Transaction;


(k)                                  Investments
in the ordinary course of business consisting of Article 3 endorsements for
collection or deposit and Article 4 customary trade arrangements with customers
consistent with past practices;


(l)                                     Investments
(including debt obligations and Equity Interests) received in connection with
the bankruptcy or reorganization of suppliers and customers or in settlement of
delinquent obligations of, or other disputes with, customers and suppliers
arising in the ordinary course of business or upon the foreclosure with respect
to any secured Investment or other transfer of title with respect to any
secured Investment;


(m)                               loans
and advances to Holdings (or any direct or indirect parent thereof) in lieu of,
and not in excess of the amount of (after giving effect to any other loans, advances
or Restricted Payments in respect thereof), Restricted Payments to the extent
permitted to be made to Holdings (or such parent) in accordance with Section
7.06(h), (i) or (j);


(n)                                 so
long as immediately after giving effect to any such Investment, no Default has
occurred and is continuing and Holdings, the Borrower and the Restricted Subsidiaries
will be in Pro Forma Compliance with the covenant set forth in Section 7.11 for
the Test Period in effect at the time such Investment is being made (it being
understood that if such Investment is to be made prior to the date that the
March 31, 2007 Test Period is effective, the level set forth in Section 7.11
for the March 31, 2007 Test Period shall be deemed to apply), other Investments
that do not exceed (i) prior to the Worldspan Closing Date, $250,000,000, and
(ii) on and after the Worldspan Closing Date, $362,500,000, in the aggregate,
net of any return representing return of capital in respect of any such investment
and valued at the time of the making thereof; provided
that, such amount shall be increased by (i) the Net Cash Proceeds of Permitted
Equity Issuances (other than Permitted Equity Issuances made pursuant to
Section 8.05) that are Not Otherwise Applied



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and (ii) if, as of the last day of the
immediately preceding Test Period (after giving Pro Forma Effect to such
Investments) the Total Leverage Ratio is 5.00:1 or less, the amount of
Cumulative Excess Cash Flow that is Not Otherwise Applied;


(o)                                 advances
of payroll payments to employees in the ordinary course of business;


(p)                                 Investments
to the extent that payment for such Investments is made solely with Qualified
Equity Interests of Holdings (or the Borrower or an Intermediate Holding
Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate
Holding Company);


(q)                                 Investments
held by a Restricted Subsidiary (acquired after the Original Closing Date or of
a corporation merged into the Borrower or merged or consolidated with a
Restricted Subsidiary in accordance with Section 7.04 after the Original
Closing Date), to the extent that such Investments were not made in
contemplation of or in connection with such acquisition, merger or consolidation
and were in existence on the date of such acquisition, merger or consolidation;


(r)                                    Guarantees
by Holdings, the Borrower or any Restricted Subsidiary of leases (other than
Capitalized Leases) or of other obligations that do not constitute Indebtedness,
in each case entered into in the ordinary course of business;


(s)                                  the
Worldspan Acquisition; provided that such acquisition shall have been
consummated in accordance with the terms of the Worldspan Merger Agreement,
without giving effect to any amendments or waivers by the Borrower thereto that
are materially adverse to the Lenders without the reasonable consent of the
Agents; and


(t)                                    on
and following the Orbitz IPO, any Investments in Orbitz TopCo, so long as the
amount actually invested in Orbitz TopCo by Holdings or a Restricted Subsidiary
does not increase upon and following the Orbitz IPO (it being understood that increases
in the value of Orbitz TopCo upon and following the Orbitz IPO that do not
result from Investments by Holdings or a Restricted Subsidiary in Orbitz TopCo
shall be permitted by this clause (t));


provided that no
Investment in an Unrestricted Subsidiary that would otherwise be permitted under
this Section 7.02 shall be permitted hereunder to the extent that any portion
of such Investment is used to make any prepayments, redemptions, purchases,
defeasances and other payments in respect of Junior Financings.


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


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


(b)                                 Indebtedness
(i) outstanding on the date hereof and listed on Schedule 7.03(b), provided that the letters of credit and
surety bonds listed thereon must be backstopped



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by a Letter of Credit issued hereunder and,
other than in respect of any letter of credit or any surety bond listed thereon
or any drawing upon any such letter of credit or surety bond, any Permitted
Refinancing thereof; and (ii) intercompany Indebtedness outstanding on the date
hereof;


(c)                                  Guarantees
by Holdings, the Borrower and  the
Restricted Subsidiaries in respect of Indebtedness of Holdings, the Borrower or
any Restricted Subsidiary otherwise permitted hereunder (except that a
Restricted Subsidiary that is not a Loan Party may not, by virtue of this
Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could
not otherwise incur under this Section 7.03); provided
that (A) no Guarantee by any Restricted Subsidiary of any Note or Junior
Financing shall be permitted unless such Restricted Subsidiary shall have also
provided a Guarantee of the Obligations substantially on the terms set forth in
the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to
the Obligations, such Guarantee shall be subordinated to the Guarantee of the
Obligations on terms at least as favorable to the Lenders as those contained in
the subordination of such Indebtedness;


(d)                                 Indebtedness
of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings, the
Borrower or any other Restricted Subsidiary to the extent constituting an
Investment permitted by Section 7.02; provided
that, all such Indebtedness of any Loan Party owed to any Person that is not a
Loan Party shall be subject to the subordination terms set forth in Section
5.03 of the Security Agreement;


(e)                                  (i)
Attributable Indebtedness and other Indebtedness (including Capitalized Leases)
financing the acquisition, construction, repair, replacement or improvement of
fixed or capital assets, other than software; provided
that such Indebtedness is incurred concurrently with or within two hundred and
seventy (270) days after the applicable acquisition, construction, repair,
replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback
transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing
of any Indebtedness set forth in the immediately preceding clauses (i) and
(ii); provided that the aggregate
principal amount of Indebtedness outstanding at any one time pursuant to this
Section 7.03(e) shall not exceed 5% of Total Assets at such time;


(f)                                    Indebtedness
in respect of Swap Contracts designed to hedge against interest rates, foreign
exchange rates or commodities pricing risks incurred in the ordinary course of
business and not for speculative purposes;


(g)                                 Indebtedness
of the Borrower, Foreign Subsidiaries or Guarantors (i) assumed in connection
with any Permitted Acquisition or (ii) incurred to finance a Permitted
Acquisition, in each case, that is secured only by the assets or business
acquired in the applicable Permitted Acquisition (including any acquired Equity
Interests) and so long as both immediately prior and after giving effect
thereto, (A) no Default shall exist or result therefrom, (B) Holdings, the
Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with
the covenant set forth in Section 7.11 for the Test Period in effect at the
time of the assumption or incurrence of such Indebtedness (it being understood
that if such assumption or incurrence is to occur prior to the date that the
March 31, 2007



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Test Period has become effective, the level
set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to
apply), and (C) the aggregate principal amount of such Indebtedness and all
Indebtedness resulting from any Permitted Refinancing thereof at any time
outstanding pursuant to this paragraph (g) does not exceed (x) prior to the
Worldspan Closing Date, $100,000,000, and (y) on and after the Worldspan
Closing Date $145,000,000; provided that
the aggregate amount of Indebtedness outstanding at Persons that are not Loan
Parties pursuant to this clause (g) and clause (n) below shall not exceed
$100,000,000 at any one time;


(h)                                 (i)
Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries (A)
assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not
incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance
a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such
Indebtedness and all Indebtedness resulting from any Permitted Refinancing
thereof (v) is unsecured, (w) both immediately prior and after giving effect
thereto, (1) no Default shall exist or result therefrom and (2) Holdings, the
Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with
the covenant set forth in Section 7.11 for the Test Period in effect at the
time of the assumption or incurrence of such Indebtedness (it being understood
that if such assumption or incurrence is to occur prior to the date that the
March 31, 2007 Test Period has become effective, the level set forth in Section
7.11 for the March 31, 2007 Test Period shall be deemed to apply), (x) matures
after, and does not require any scheduled amortization or other scheduled
payments of principal prior to, the Maturity Date of the Term Loans (it being
understood that such Indebtedness may have mandatory prepayment, repurchase or
redemptions provisions satisfying the requirement of clause (y) hereof); (y)
has terms and conditions (other than interest rate, redemption premiums and
subordination terms), taken as a whole, that are not materially less favorable
to the Borrower as the terms and conditions of the Notes as of the Original
Closing Date; provided that a
certificate of a Responsible Officer delivered to the Administrative Agent at
least five Business Days prior to the incurrence of such Indebtedness, together
with a reasonably detailed description of the material terms and conditions of
such Indebtedness or drafts of the documentation relating thereto, stating that
the Borrower has determined in good faith that such terms and conditions
satisfy the foregoing requirement shall be conclusive evidence that such terms
and conditions satisfy the foregoing requirement unless the Administrative
Agent notifies the Borrower within such five Business Day period that it
disagrees with such determination (including a reasonable description of the
basis upon which it disagrees); and (z) with respect to such Indebtedness
described in the immediately preceding clause (B) or any Permitted Refinancing
thereof, is incurred by the Borrower or a Guarantor; provided further
that notwithstanding anything contained in the Loan Documents to the contrary,
(a) the maximum principal amount of all Indebtedness described in clause (A) of
this paragraph (together with any Permitted Refinancing of Indebtedness in
respect thereof) with respect to which a Restricted Subsidiary that is not a
Guarantor may become liable shall be (x) prior to the Worldspan Closing Date,
$100,000,000, and (y) on and after the Worldspan Closing Date, $145,000,000 and
(b) the only obligors with respect to any Indebtedness incurred pursuant to
clause (A) of this paragraph or any Permitted Refinancing of Indebtedness in
respect thereof shall be of those Persons who were obligors of such
Indebtedness immediately prior to such Permitted Acquisition.



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(i)                                     Indebtedness
representing deferred compensation to employees of the Borrower and the
Restricted Subsidiaries incurred in the ordinary course of business;


(j)                                     Indebtedness
to current or former officers, directors and employees, their respective
estates, spouses or former spouses to finance the purchase or redemption of Equity
Interests of Holdings permitted by Section 7.06;


(k)                                  Indebtedness
incurred by Holdings, the Borrower or the Restricted Subsidiaries in a
Permitted Acquisition, any other Investment expressly permitted hereunder or
any Disposition to the extent constituting indemnification obligations or
obligations in respect of purchase price or other similar adjustments;


(l)                                     Indebtedness
consisting of obligations of Holdings, the Borrower or the Restricted
Subsidiaries under deferred compensation or other similar arrangements incurred
by such Person in connection with the Transaction and Permitted Acquisitions or
any other Investment expressly permitted hereunder;


(m)                               Cash
Management Obligations and other Indebtedness in respect of netting services,
overdraft protections and similar arrangements in each case in connection with
deposit accounts;


(n)                                 Indebtedness
in an aggregate principal amount not to exceed (i) prior to the Worldspan
Closing Date, $250,000,000, and (ii) on and after the Worldspan Closing Date
$362,500,000, at any time outstanding; provided
that a maximum of (i) prior to the Worldspan Closing Date, $100,000,000, and
(ii) on and after the Worldspan Closing Date, $145,000,000, in aggregate
principal amount of such Indebtedness (less the aggregate principal amount of
Indebtedness of Foreign Subsidiaries that are not Guarantors outstanding at any
time under Section 7.03(g)) may be incurred by Foreign Subsidiaries that are
not Guarantors;


(o)                                 Indebtedness
consisting of (a) the financing of insurance premiums or (b) take-or-pay
obligations contained in supply arrangements, in each case, in the ordinary
course of business;


(p)                                 Indebtedness
incurred by Holdings, the Borrower or any of the Restricted Subsidiaries in
respect of letters of credit, bank guarantees, bankers’ acceptances or similar
instruments issued or created in the ordinary course of business, including in
respect of workers compensation claims, health, disability or other employee
benefits or property, casualty or liability insurance or self-insurance or
other Indebtedness with respect to reimbursement-type obligations regarding
workers compensation claims; provided
that any reimbursement obligations in respect thereof are reimbursed within 30
days following the incurrence thereof;


(q)                                 obligations
in respect of performance, bid, appeal and surety bonds and performance and
completion guarantees and similar obligations provided by Holdings, the
Borrower or any of the Restricted Subsidiaries or obligations in respect of
letters of credit, bank guarantees or similar instruments related thereto, in
each case in the ordinary course of business or consistent with past practice;



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(r)                                    [Reserved];


(s)                                  Indebtedness
supported by a Letter of Credit, in a principal amount not to exceed the face
amount of such Letter of Credit;


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


(u)                                 all
premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in
clauses (a) through (v) above.


SECTION 7.04                    Fundamental Changes.  Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that:


(a)                                  any
Restricted Subsidiary may merge with (i) the Borrower (including a merger, the
purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be
the continuing or surviving Person and (y) such merger does not result in the
Borrower ceasing to be incorporated under the Laws of the United States, any
state thereof or the District of Columbia, or (ii) any one or more other Restricted
Subsidiaries; provided that when
any Restricted Subsidiary that is a Loan Party is merging with another
Restricted Subsidiary, a Loan Party shall be the continuing or surviving
Person;


(b)                                 (i)
any Subsidiary that is not a Loan Party may merge or consolidate with or into
any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other
than the Borrower) may liquidate or dissolve or change its legal form if
Holdings determines in good faith that such action is in the best interests of
Holdings and its Subsidiaries and if not materially disadvantageous to the
Lenders;


(c)                                  any
Restricted Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another
Restricted Subsidiary; provided
that if the transferor in such a transaction is a Guarantor or a Borrower, then
(i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent
constituting an Investment, such Investment must be a permitted Investment in
or Indebtedness of a Restricted Subsidiary which is not a Loan Party in
accordance with Sections 7.02 and 7.03, respectively;


(d)                                 so
long as no Default exists or would result therefrom, the Borrower may merge
with any other Person; provided
that (i) the Borrower shall be the continuing or surviving corporation or (ii)
if the Person formed by or surviving any such merger or consolidation is not
the Borrower (any such Person, the “Successor Borrower”),
(A) the Successor Borrower shall be an entity organized or existing under the
laws of the United States, any state thereof, the District of Columbia or any
territory thereof, (B) the Successor Borrower shall expressly assume all the
obligations of the Borrower under this Agreement and the other Loan Documents
to which the Borrower is a party pursuant to a



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supplement hereto or thereto in form
reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless
it is the other party to such merger or consolidation, shall have by a
supplement to the Guaranty confirmed that its Guarantee shall apply to the
Successor Borrower’s obligations under this Agreement, (D) each Guarantor,
unless it is the other party to such merger or consolidation, shall have by a
supplement to the Security Agreement confirmed that its obligations thereunder
shall apply to the Successor Borrower’s obligations under this Agreement, (E)
each mortgagor of a Mortgaged Property, unless it is the other party to such
merger or consolidation, shall have by an amendment to or restatement of the
applicable Mortgage confirmed that its obligations thereunder shall apply to
the Successor Borrower’s obligations under this Agreement, and (F) the Borrower
shall have delivered to the Administrative Agent an officer’s certificate and
an opinion of counsel, each stating that such merger or consolidation and such
supplement to this Agreement or any Collateral Document comply with this
Agreement; provided, further, that if the foregoing are
satisfied, the Successor Borrower will succeed to, and be substituted for, the
Borrower under this Agreement;


(e)                                  so
long as no Default exists or would result therefrom, any Restricted Subsidiary
may merge with any other Person in order to effect an Investment permitted pursuant
to Section 7.02; provided that
the continuing or surviving Person shall be a Restricted Subsidiary, which
together with each of its Restricted Subsidiaries, shall have complied with the
requirements of Section 6.11;


(f)                                    so
long as no Default exists or would result therefrom and no material assets have
been transferred to such Subsidiaries from Holdings or any Subsidiary thereof
from the Original Closing Date to the date of such dissolution or liquidation,
the Subsidiaries listed on Schedule 7.04(f) may be dissolved or liquidated;
and


(g)                                 so
long as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a
Disposition permitted pursuant to Section 7.05.


SECTION 7.05                    Dispositions.  Make any Disposition or enter into any
agreement to make any Disposition, except:


(a)                                  Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business and Dispositions of property no longer used or
useful in the conduct of the business of the Borrower and the Restricted
Subsidiaries;


(b)                                 Dispositions
of inventory and immaterial assets in the ordinary course of business;


(c)                                  Dispositions
of property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property that is promptly purchased
or (ii) the proceeds of such Disposition are promptly applied to the purchase
price of such replacement property (which replacement property is actually
promptly purchased);



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(d)                                 Dispositions
of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such
property is a Guarantor or a Borrower (i) the transferee thereof must either be
a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an
Investment, such transaction is permitted under Section 7.02;


(e)                                  Dispositions
permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;


(f)                                    Dispositions
of property (other than IP Collateral) pursuant to sale-leaseback transactions;
provided that (i) with respect to
such property owned by Holdings, the Borrower and its Restricted Subsidiaries
on the Original Closing Date, the fair market value of all property so Disposed
of after the Original Closing Date (taken together with the aggregate book
value of all property Disposed of pursuant to Section 7.05(j)) shall not exceed
five percent (5%) of Total Assets per year and (ii) with respect to such
property acquired by Holdings, the Borrower or any Restricted Subsidiary after
the Original Closing Date, the applicable sale-leaseback transaction occurs
within two hundred and seventy (270) days after the acquisition or construction
(as applicable) of such property;


(g)                                 Dispositions
in the ordinary course of business of Cash Equivalents;


(h)                                 leases,
subleases, licenses or sublicenses (including the provision of software under
an open source license), in each case in the ordinary course of business and
which do not materially interfere with the business of Holdings, the Borrower
and the Restricted Subsidiaries;


(i)                                     transfers
of property subject to Casualty Events upon receipt of the Net Cash Proceeds of
such Casualty Event;


(j)                                     Dispositions
of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such
Disposition (other than any such Disposition made pursuant to a legally binding
commitment entered into at a time when no Default exists), no Default shall
exist or would result from such Disposition, (ii) the aggregate book value of
all property Disposed of in reliance on this clause (j) (taken together with
the aggregate fair market value of all property Disposed of pursuant to Section
7.05(f)) shall not exceed five percent (5%) of Total Assets per year and (iii)
with respect to any Disposition pursuant to this clause (j) for a purchase
price in excess of (x) prior to the Worldspan Closing Date, $10,000,000, and
(y) on and after the Worldspan Closing Date, $14,500,000, Holdings, the
Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration
in the form of cash or Cash Equivalents (in each case, free and clear of all
Liens at the time received, other than nonconsensual Liens permitted by Section
7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section
7.01(u)); provided, however, that for the purposes of this
clause (iii), (A) any liabilities (as shown on Holdings’, the Borrower’s or
such Restricted Subsidiary’s most recent balance sheet provided hereunder or in
the footnotes thereto) of Holdings, the Borrower or such Restricted Subsidiary,
other than liabilities that are by their terms subordinated to the payment in
cash of the Obligations, that are assumed by the transferee with respect to



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the applicable Disposition and for which
Holdings, the Borrower and all of the Restricted Subsidiaries shall have been
validly released by all applicable creditors in writing, (B) any securities received
by Holdings, the Borrower or such Restricted Subsidiary from such transferee
that are converted by Holdings, the Borrower or such Restricted Subsidiary into
cash (to the extent of the cash received) within 180 days following the closing
of the applicable Disposition and (C) any Designated Non-Cash Consideration
received by Holdings, the Borrower or such Restricted Subsidiary in respect of
such Disposition having an aggregate fair market value, taken together with all
other Designated Non-Cash Consideration received pursuant to this clause (C)
that is at that time outstanding, not in excess of 2.5% of Total Assets (as
such term is defined in the Senior Notes Indenture as of the Original Closing
Date) at the time of the receipt of such Designated Non-Cash Consideration,
with the fair market value of each item of Designated Non-Cash Consideration
being measured at the time received and without giving effect to subsequent
changes in value, shall be deemed to be cash;


(k)                                  any
Disposition of any Subsidiary listed on Schedule 7.05(k) as amended on
the Second Amendment and Restatement Effective Date, so long as no material
assets are transferred to any such Subsidiary from Holdings or any Subsidiary
thereof from the Original Closing Date to the date of such Disposition;


(l)                                     Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to
customary buy/sell arrangements between, the joint venture parties set forth in
joint venture arrangements and similar binding arrangements;


(m)                               any
Disposition of any Subsidiary listed on Schedule 7.05(m) to any wholly
owned Subsidiary that is not a Loan Party so long as no material assets are
transferred to any such Subsidiary from Holdings or any Subsidiary thereof from
the Original Closing Date to the date of such Disposition;


(n)                                 any
Disposition of common Equity Interests of Orbitz TopCo occurring upon the
consummation of the Orbitz IPO, so long as:


(i)                             (x)
the Net Cash Proceeds of such Disposition shall be used to prepay Term Loans
pursuant to Section 2.05(b)(ii)(A) and (y) the Net Cash Proceeds (other than
amounts funded solely under any revolving credit facility of Orbitz TopCo or any
of its Subsidiaries) of the first transaction or first series of related
transactions whereby Orbitz TopCo or any of its Subsidiaries incurs or
guarantees material Indebtedness upon, in connection with or after the
consummation of the Orbitz IPO shall be used to prepay Term Loans pursuant to
Section 2.05(b)(ii)(A); provided that,
without derogation of any obligations of the Loan Parties in clauses (x) or (y)
of this Section 7.05(n), in no event shall the amount applied to prepay Term
Loans with the Net Cash Proceeds referred to in clauses (x) and (y) of this
Section 7.05(n) be less than the amount necessary to prepay the Dollar
Equivalent of $775,000,000 in principal amount of Term Loans plus any accrued
and unpaid interest thereon; provided further that
once the Borrower has applied the Net Cash Proceeds referred to in clauses (x)
and (y) to prepay the Term Loans in an amount of not



 147
 









less than the Dollar Equivalent of $775,000,000, an aggregate principal
amount of up to $100,000,000 of additional Net Cash Proceeds referred to in
clauses (x) and (y) shall not be required to be used to prepay Term Loans.


(ii)                          Substantially
simultaneously with the consummation of the Orbitz IPO, the Borrower shall be
able to declare, and it shall have declared, Orbitz TopCo and its Subsidiaries
as Unrestricted Subsidiaries in accordance with the requirements of Section
6.14; and


(o)                                 any
Disposition of Equity Interests of Orbitz TopCo following the Orbitz IPO; provided that if the Total Leverage Ratio as of the last day
of the immediately preceding Test Period as determined on a Pro Forma Basis (as
set forth on a certificate of a Responsible Officer provided by the Borrower)
is (x) greater than or equal to 4.0:1.0, 100% of the Net Cash Proceeds of such
Disposition shall be subject to Section 2.05(b)(ii), (y) less than 4.0:1.0 and
greater than or equal to 3.0:1.0, 50% of the Net Cash Proceeds shall be subject
to Section 2.05(b)(ii) and (z) less than 3.0:1.0, 0% of the Net Cash Proceeds
of such Disposition shall be subject to Section 2.05(b)(ii);


provided that any
Disposition of any property pursuant to this Section 7.05 (except pursuant to
Sections 7.05(e) and (m) and except for
Dispositions from a Loan Party to another Loan Party), shall be for no
less than the fair market value of such property at the time of such Disposition.  To the extent any Collateral is Disposed of
as expressly permitted by this Section 7.05 to any Person other than Holdings,
the Borrower or any Restricted Subsidiary, such Collateral shall be sold free
and clear of the Liens created by the Loan Documents, and, if requested by the
Administrative Agent, upon the certification by the Borrower that such Disposition
is permitted by this Agreement, the Administrative Agent or the Collateral
Agent, as applicable, shall be authorized to take any actions deemed
appropriate in order to effect the foregoing. The Disposition comprising the
Orbitz IPO shall be made pursuant to Section 7.05(n) and not any other
provision of Section 7.05.


SECTION 7.06                    Restricted Payments.  Declare or make, directly or indirectly, any
Restricted Payment, except:


(a)                                  each
Restricted Subsidiary may make Restricted Payments to Holdings, the Borrower
and to other Restricted Subsidiaries (and, in the case of a Restricted Payment
by a non-wholly owned Restricted Subsidiary, to Holdings, the Borrower and any
other Restricted Subsidiary and to each other owner of Equity Interests of such
Restricted Subsidiary based on their relative ownership interests of the
relevant class of Equity Interests);


(b)                                 Holdings,
the Borrower and each Restricted Subsidiary may declare and make dividend
payments or other distributions payable solely in the Equity Interests (other
than Disqualified Equity Interests not otherwise permitted by Section 7.03) of
such Person;


(c)                                  [Reserved];



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(d)                                 Restricted
Payments made on the Original Closing Date to consummate the Original Closing
Date Transactions;


(e)                                  to
the extent constituting Restricted Payments, Holdings, the Borrower and the
Restricted Subsidiaries may enter into and consummate transactions expressly
permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f);


(f)                                    repurchases
of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary
deemed to occur upon exercise of stock options or warrants if such Equity
Interests represent a portion of the exercise price of such options or
warrants;


(g)                                 Holdings
(or the Borrower or any Intermediate Holding Company after a Qualifying IPO of
Holdings, the Borrower or such Intermediate Holding Company, as the case may be)
may pay (or make Restricted Payments to allow any direct or indirect parent
thereof to pay) for the repurchase, retirement or other acquisition or
retirement for value of Equity Interests of Holdings (or of any such parent of
Holdings or of the Borrower or any Intermediate Holding Company after a
Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company,
as the case may be) by any future, present or former employee or director of
Holdings (or any direct or indirect parent of Holdings) or any of its
Subsidiaries pursuant to any employee or director equity plan, employee or director
stock option plan or any other employee or director benefit plan or any
agreement (including any stock subscription or shareholder agreement) with any
employee or director of Holdings or any of its Subsidiaries; provided that the aggregate amount of
Restricted Payments made pursuant to this clause (g) shall not exceed (x) prior
to the Worldspan Closing Date, $20,000,000, and (y) on and after the Worldspan
Closing Date, $29,000,000, in any calendar year (which shall increase to (x)
prior to the Worldspan Closing Date, $25,000,000, and (y) on and after the
Worldspan Closing Date, $36,250,000 subsequent to the consummation of a
Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company,
as the case may be) (with unused amounts in any calendar year being carried
over to succeeding calendar years subject to a maximum (without giving effect
to the following proviso) of (x) prior to the Worldspan Closing Date,
$25,000,000, and (y) on and after the Worldspan Closing Date, $36,250,000 in
any calendar year (which shall increase to (x) prior to the Worldspan Closing
Date, $50,000,000, and (y) on and after the Worldspan Closing Date,
$72,500,000, subsequent to the consummation of a Qualifying IPO of Holdings,
the Borrower or such Intermediate Holding Company, as the case may be)); provided further that such amount in any calendar year may
be increased by an amount not to exceed:


(i)                                                 the
Net Cash Proceeds from the sale of Equity Interests (other than Disqualified
Equity Interests) of Holdings and, to the extent contributed to Holdings,
Equity Interests of any of Holdings’ direct or indirect parent companies, in
each case to members of management, directors or consultants of Holdings, any
of its Subsidiaries or any of its direct or indirect parent companies that
occurs after the Original Closing Date, to the extent the Net Cash Proceeds
from the sale of such Equity Interests have been Not Otherwise Applied to the
payment of Restricted Payments by virtue of Section 7.06(i); plus



 149
 









(ii)                                              the
Net Cash Proceeds of key man life insurance policies received by Holdings or
its Restricted Subsidiaries Not Otherwise Applied; less


(iii)                                           the
amount of any Restricted Payments previously made with the cash proceeds
described in clauses (i) and (ii) of this Section 7.06(g);


and provided further that cancellation of Indebtedness owing to
Holdings from members of management of Holdings, any of Holdings’ direct or
indirect parent companies or any of Holdings’ Restricted Subsidiaries in
connection with a repurchase of Equity Interests of Holdings or any of its
direct or indirect parent companies will not be deemed to constitute a
Restricted Payment for purposes of this covenant or any other provision of this
Agreement;


(h)                                 the
Borrower and its Restricted Subsidiaries may make Restricted Payments to
Holdings:


(i)                                                 the
proceeds of which will be used to pay (or to make Restricted Payments to allow
any direct or indirect parent of Holdings to pay) the tax liability to each
relevant jurisdiction in respect of consolidated, combined, unitary or
affiliated returns for the relevant jurisdiction of Holdings (or such parent)
attributable to Holdings, the Borrower or its Subsidiaries determined as if the
Borrower and its Subsidiaries filed separately;


(ii)                                              the
proceeds of which shall be used by Holdings to pay (or to make Restricted
Payments to allow any direct or indirect parent of Holdings to pay) its
operating expenses incurred in the ordinary course of business and other
corporate overhead costs and expenses (including administrative, legal,
accounting and similar expenses provided by third parties), which are
reasonable and customary and incurred in the ordinary course of business, in an
aggregate amount not to exceed (x) prior to the Worldspan Closing Date,
$3,000,000, and (y) on and after the Worldspan Closing Date, $4,350,000, in any
fiscal year plus any reasonable and customary indemnification claims made by
directors or officers of Holdings (or any parent thereof) attributable to the
ownership or operations of the Borrower and its Subsidiaries;


(iii)                                           the
proceeds of which shall be used by Holdings to pay franchise taxes and other
fees, taxes and expenses required to maintain its (or any of its direct or indirect
parents’) corporate existence;


(iv)                                          the
proceeds of which shall be used by Holdings to make Restricted Payments
permitted by Section 7.06(g);


(v)                                             to
finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment
shall be made substantially concurrently with the closing of such Investment
and (B) Holdings shall, immediately following the closing thereof, cause (1)
all property acquired (whether assets or Equity Interests) to be contributed to
the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent
permitted in Section 7.04) of the Person formed or



 150
 









acquired into
the Borrower or its Restricted Subsidiaries in order to consummate such
Permitted Acquisition, in each case, in accordance with the requirements of
Section 6.11; and


(vi)                                          the
proceeds of which shall be used by Holdings to pay (or to make Restricted
Payments to allow any direct or indirect parent thereof to pay) customary fees
and expenses (other than to Affiliates) related to any unsuccessful equity or
debt offering permitted by this Agreement;


(i)                                     in
addition to the foregoing Restricted Payments and so long as no Default shall
have occurred and be continuing or would result therefrom, the Borrower may
make additional Restricted Payments to Holdings the proceeds of which may be
utilized by Holdings to make additional Restricted Payments, in an aggregate
amount, together with the aggregate amount of (1) prepayments, redemptions,
purchases, defeasances and other payments in respect of Junior Financings made
pursuant to Section 7.13(a)(iv) and (2) loans and advances to Holdings made
pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this
clause (i), not to exceed the sum of (i) (x) prior to the Worldspan Closing
Date, $100,000,000, and (y) on and after the Worldspan Closing Date,
$145,000,000, (ii) the aggregate amount of the Net Cash Proceeds of Permitted
Equity Issuances (other than Permitted Equity Issuances made pursuant to
Section 8.05) that are Not Otherwise Applied and (iii) if the Total Leverage
Ratio as of the last day of the immediately preceding Test Period (after giving
Pro Forma Effect to such additional Restricted Payments) is 5.00:1 or less, the
amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.  For the purpose of this Agreement, “Cumulative Excess Cash Flow” means the sum of Excess Cash
Flow (but not less than zero in any period) for the fiscal year ending on
December 31, 2007 and Excess Cash Flow for each succeeding and completed fiscal
year (it being understood that no Excess Cash Flow generated during any period
shall be deemed to be Cumulative Excess Cash Flow until the financial statements
for such period are delivered pursuant to Section 6.01(a)); and


(j)                                     Holdings
or the Borrower may make Restricted Payments with the proceeds of the issuance
of Indebtedness of Holdings.


(k)                                  Restricted
Payments made on the Worldspan Closing Date to consummate the Worldspan
Transactions;


SECTION 7.07                    Change in Nature of Business.  Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and the Restricted Subsidiaries on the date hereof or any business reasonably
related or ancillary thereto.


SECTION 7.08                    Transactions with Affiliates.  Enter into any transaction of any kind with
any Affiliate of Holdings whether or not in the ordinary course of business,
other than (a) transactions among Loan Parties or any Restricted Subsidiary or
any entity that becomes a Restricted Subsidiary as a result of such transaction,
(b) on terms substantially as favorable to Holdings, the Borrower or such
Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such
Restricted Subsidiary at the time in a comparable arm’s-length transaction with
a Person other than an Affiliate, (c) the payment of fees and expenses related
to the Transaction,



 151
 









(d) the issuance of Equity Interests to the management
of Holdings or any of its Subsidiaries in connection with the Transaction, (e)
the payment of management and monitoring fees to the Sponsor in an aggregate
amount in any fiscal year not to exceed the amount permitted to be paid
pursuant to the Sponsor Management Agreement as in effect on the date hereof
and any Sponsor Termination Fees not to exceed the amount set forth in the
Sponsor Management Agreement as in effect on the date hereof and related indemnities
and reasonable expenses, (f) equity issuances, repurchases, retirements or
other acquisitions or retirements of Equity Interests by Holdings permitted
under Section 7.06, (g) loans and other transactions by Holdings, the Borrower
and the Restricted Subsidiaries to the extent permitted under this Article 7,
(h) employment and severance arrangements between Holdings, the Borrower and
the Restricted Subsidiaries and their respective officers and employees in the
ordinary course of business, (i) payments by Holdings (and any direct or
indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant
to the tax sharing agreements among Holdings (and any such parent thereof), the
Borrower and the Restricted Subsidiaries on customary terms to the extent
attributable to the ownership or operation of the Borrower and the Restricted
Subsidiaries, (j) the payment of customary fees and reasonable out of pocket
costs to, and indemnities provided on behalf of, directors, officers and
employees of Holdings, the Borrower and the Restricted Subsidiaries in the
ordinary course of business to the extent attributable to the ownership or
operation of Holdings, the Borrower and the Restricted Subsidiaries, (k)
transactions pursuant to permitted agreements in existence on the Original
Closing Date and set forth on Schedule 7.08 or any amendment thereto to
the extent such an amendment is not adverse to the Lenders in any material
respect, (l) dividends, redemptions and repurchases permitted under Section
7.06, and (m) customary payments by Holdings, the Borrower and any
Restricted Subsidiaries to the Sponsor made for any financial advisory,
financing, underwriting or placement services or in respect of other investment
banking activities (including in connection with acquisitions or divestitures),
which payments are approved by the majority of the members of the board of directors
or a majority of the disinterested members of the board of directors of Holdings
in good faith.


SECTION 7.09                    Burdensome Agreements.  Enter into or permit to exist any Contractual
Obligation (other than this Agreement or any other Loan Document) that limits
the ability of (a) any Restricted Subsidiary that is not a Guarantor to make
Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any
Loan Party to create, incur, assume or suffer to exist Liens on property of
such Person for the benefit of the Lenders with respect to the Facilities and
the Obligations or under the Loan Documents; provided
that the foregoing clauses (a) and (b) shall not apply to Contractual
Obligations which (i) (x) exist on the date hereof and (to the extent not
otherwise permitted by this Section 7.09) are listed on Schedule 7.09
hereto and (y) to the extent Contractual Obligations permitted by clause (x)
are set forth in an agreement evidencing Indebtedness, are set forth in any
agreement evidencing any permitted renewal, extension or refinancing of such
Indebtedness so long as such renewal, extension or refinancing does not expand
the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary
at the time such Restricted Subsidiary first becomes a Restricted Subsidiary,
so long as such Contractual Obligations were not entered into solely in
contemplation of such Person becoming a Restricted Subsidiary; provided  further
that this clause (ii) shall not apply to Contractual Obligations that are
binding on a Person that becomes a Restricted Subsidiary pursuant to Section
6.14, (iii) represent Indebtedness of a Restricted Subsidiary which is not a
Loan Party which is permitted by Section 7.03, (iv) arise in connection with
any Disposition permitted by Section 7.05, (v) are customary provisions in
joint venture agreements and other similar agreements



 152
 









applicable to joint ventures permitted under Section
7.02 and applicable solely to such joint venture entered into in the ordinary
course of business, (vi) are negative pledges and restrictions on Liens in
favor of any holder of Indebtedness permitted under Section 7.03 but solely to
the extent any negative pledge relates to the property financed by or the
subject of such Indebtedness (and excluding in any event any Indebtedness
constituting any Junior Financing), (vii) are customary restrictions on leases,
subleases, licenses or asset sale agreements otherwise permitted hereby so long
as such restrictions relate to the assets subject thereto, (viii) comprise
restrictions imposed by any agreement relating to secured Indebtedness
permitted pursuant to Section 7.03(e) or 7.03(g) to the extent that such restrictions
apply only to the property or assets securing such Indebtedness or, in the case
of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted
Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest of the Borrower or any Restricted Subsidiary, (x) are customary
provisions restricting assignment of any agreement entered into in the ordinary
course of business, and (xi) are restrictions on cash or other deposits imposed
by customers under contracts entered into in the ordinary course of business.


SECTION 7.10                    Use of Proceeds.  Use the proceeds of any Credit Extension,
whether directly or indirectly, in a manner inconsistent with the uses set
forth in the preliminary statements to this Agreement.


SECTION 7.11                    Maximum Total Leverage Ratio.  Permit the Total Leverage Ratio as of any
date set forth below to be greater than the ratio set forth below opposite such
date:


	
  Fiscal Year

  	
   

  	
  March 31

  	
   

  	
  June 30

  	
   

  	
  September 30

  	
   

  	
  December 31

  	
   

  
	
  2007

  	
   

  	
  7.75:1

  	
   

  	
  7.60:1

  	
   

  	
  7.50:1

  	
   

  	
  7.25:1

  	
   

  
	
  2008

  	
   

  	
  7.25:1

  	
   

  	
  7.25:1

  	
   

  	
  7.00:1

  	
   

  	
  6.75:1

  	
   

  
	
  2009

  	
   

  	
  6.75:1

  	
   

  	
  6.75:1

  	
   

  	
  6.50:1

  	
   

  	
  6.00:1

  	
   

  
	
  2010

  	
   

  	
  6.00:1

  	
   

  	
  6.00:1

  	
   

  	
  5.75:1

  	
   

  	
  5.50:1

  	
   

  
	
  2011

  	
   

  	
  5.50:1

  	
   

  	
  5.50:1

  	
   

  	
  5.25:1

  	
   

  	
  5.00:1

  	
   

  
	
  2012

  	
   

  	
  5.00:1

  	
   

  	
  4.75:1

  	
   

  	
  4.50:1

  	
   

  	
  4.00:1

  	
   

  
	
  2013

  	
   

  	
  4.00:1

  	
   

  	
  3.75:1

  	
   

  	
  3.50:1

  	
   

  	
  3.25:1

  	
   

  
	
  Thereafter

  	
   

  	
  3.25:1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


SECTION 7.12                    Accounting Changes.  Make any change in fiscal year; provided, however,
that Holdings may, upon written notice to the Administrative Agent, change its
fiscal year to any other fiscal year reasonably acceptable to the
Administrative Agent, in which case, the Borrower and the Administrative Agent
will, and are hereby authorized by the Lenders to, make any adjustments to this
Agreement that are necessary to reflect such change in fiscal year.



 153
 









SECTION 7.13                    Prepayments,
Etc. of Indebtedness.


(a)                       Prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner (it being understood that payments of regularly scheduled interest shall
be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred
under Section 7.03(h) or any other Indebtedness that is required to be
subordinated to the Obligations pursuant to the terms of the Loan Documents
(collectively, “Junior Financing”) or make any
payment in violation of any subordination terms of any Junior Financing
Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of
any Indebtedness (to the extent such Indebtedness constitutes a Permitted
Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to
the extent not required to prepay any Loans or Facility pursuant to Section
2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior
Financing to Equity Interests (other than Disqualified Equity Interests) of
Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness
of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted
Subsidiary to the extent permitted by the Collateral Documents and (iv)
prepayments, redemptions, purchases, defeasances and other payments in respect
of Junior Financings prior to their scheduled maturity in an aggregate amount,
together with the aggregate amount of (1) Restricted Payments made pursuant to
Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section
7.02(m), not to exceed the sum of (i) (x) prior to the Worldspan Closing Date,
$100,000,000, and (y) on and after the Worldspan Closing Date, $145,000,000,
(ii) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other
than Permitted Equity Issuances made pursuant to Section 8.05) made within
eighteen (18) months prior thereto that are Not Otherwise Applied and (iii) if,
as of the last day of the immediately preceding Test Period (after giving Pro
Forma Effect to such prepayments, redemptions, purchases, defeasances and other
payments) the Total Leverage Ratio is 5.00:1 or less, the amount of Cumulative
Excess Cash Flow that is Not Otherwise Applied.


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


SECTION 7.14                    Equity Interests of the Borrower
and Restricted Subsidiaries.  Permit
any Domestic Subsidiary that is a Restricted Subsidiary to become a non-wholly
owned Subsidiary, except to the extent such Restricted Subsidiary continues to
be a Guarantor or in connection with a sale of all of such Restricted
Subsidiary or the designation of an Unrestricted Subsidiary pursuant to Section
6.14.


SECTION 7.15                    Holding Company; Foreign
Subsidiaries.  In the case of
Holdings and Intermediate Parent, 
conduct, transact or otherwise engage in any business or operations
other than those incidental to (i) its ownership of the Equity Interests of the
Borrower and the Foreign Holdco or other Foreign Subsidiaries, (ii) the maintenance
of its legal existence, (iii) the performance of the Loan Documents, the
Purchase Agreement and the other agreements contemplated by the Purchase
Agreement, (iv) any public offering of its common stock or any



 154
 









other issuance of its Equity Interests not prohibited
by Article 7 or (v) any transaction that Holdings or Intermediate Parent is
permitted to enter into or consummate under this Article 7.


ARTICLE VIII


Events of Default and Remedies


SECTION 8.01                    Events of
Default.  Any of the following events
referred to in any of clauses (a) through (m) inclusive of this Section 8.01
shall constitute an “Event of Default”:


(a)                                  Non-Payment.  The Borrower or any other Loan Party fails to
pay (i) when and as required to be paid herein, any amount of principal of any
Loan, or (ii) within five (5) Business Days after the same becomes due, any
interest on any Loan or any other amount payable hereunder or with respect to
any other Loan Document; or


(b)                                 Specific Covenants.  Holdings or the Borrower fails to perform or
observe any term, covenant or agreement contained in any of Sections 6.03(a) or
6.05(a) (solely with respect to Holdings and the Borrower) or Article 7; provided that any Event of Default under
Section 7.11 is subject to cure as contemplated by Section 8.05; or


(c)                                  Other Defaults.  Any Loan Party fails to perform or observe
any other covenant or agreement (not specified in Section 8.01(a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for thirty (30) days after notice thereof by the
Administrative Agent to the Borrower; or


(d)                                 Representations and Warranties.  Any representation, warranty, certification
or statement of fact made or deemed made by or on behalf of the Borrower or any
other Loan Party herein, in any other Loan Document, or in any document
required to be delivered in connection herewith or therewith shall be incorrect
or misleading in any material respect when made or deemed made; or


(e)                                  Cross-Default.  Any Loan Party or any Restricted Subsidiary
(A) fails to make any payment beyond the applicable grace period with respect
thereto, if any (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate principal amount of not less than
the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness, or any other event occurs (other
than, with respect to Indebtedness consisting of Secured Hedge Agreements,
termination events or equivalent events pursuant to the terms of such Secured
Hedge Agreements), the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity; provided
that this clause (e)(B) shall



 155
 









not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such
Indebtedness, if such sale or transfer is permitted hereunder and under the
documents providing for such Indebtedness; or


(f)                                    Insolvency Proceedings, Etc.  Any Loan Party or any of the Restricted
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, administrator, administrative receiver
or similar officer for it or for all or any material part of its property; or
any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for sixty (60) calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material
part of its property is instituted without the consent of such Person and (x)
continues undismissed or unstayed for sixty (60) calendar days, or an order for
relief is entered in any such proceeding; or


(g)                                 Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Restricted
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts in excess of the Threshold Amount as they become due, or (ii)
any writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of the Loan Parties,
taken as a whole, and is not released, vacated or fully bonded within sixty
(60) days after its issue or levy; or


(h)                                 Judgments. 
There is entered against any Loan Party or any Restricted Subsidiary a
final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer has been notified of such
judgment or order and has not denied or failed to acknowledge coverage thereof)
and such judgment or order shall not have been satisfied, vacated, discharged
or stayed or bonded pending an appeal for a 
period of sixty (60) consecutive days; or


(i)                                     ERISA. 
(i)  An ERISA Event occurs with
respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in liability of any Loan Party under Title IV
of ERISA in an aggregate amount which could reasonably be expected to result in
a Material Adverse Effect, (ii) any Loan Party or any ERISA Affiliate fails to
pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount which could
reasonably be expected to result in a Material Adverse Effect, or (iii) a
termination, withdrawal or noncompliance with applicable law or plan terms or
termination, withdrawal or other event similar to an ERISA Event occurs with
respect to a Foreign Plan that could reasonably be expected to result in a
Material Adverse Effect; or


(j)                                     Invalidity of Loan Documents.  Any material provision of any Loan Document,
at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or thereunder (including as a result of a
transaction permitted



 156
 









under Section 7.04 or 7.05) or as a result of acts or omissions by the
Administrative Agent or any Lender or the satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party contests
in writing the validity or enforceability of any provision of any Loan
Document; or any Loan Party denies in writing that it has any or further
liability or obligation under any Loan Document (other than as a result of repayment
in full of the Obligations and termination of the Aggregate Commitments), or
purports in writing to revoke or rescind any Loan Document; or


(k)                                  Change of Control.  There occurs any Change of Control; or


(l)                                     Collateral Documents.  (i) Any Collateral Document after delivery
thereof pursuant to Section 4.01 of the Original Credit Agreement or 4.02
hereof or 6.11 shall for any reason (other than pursuant to the terms thereof
including as a result of a transaction permitted under Section 7.04 or 7.05)
cease to create a valid and perfected lien, with the priority required by the
Collateral Documents, (or other security purported to be created on the
applicable Collateral) on and security interest in any material portion of the
Collateral purported to be covered thereby, subject to Liens permitted under
Section 7.01, except to the extent that any such loss of perfection or priority
results from the failure of the Administrative Agent or the Collateral Agent to
maintain possession of certificates actually delivered to it representing
securities pledged under the Collateral Documents or to file Uniform Commercial
Code continuation statements and except as to Collateral consisting of real
property to the extent that such losses are covered by a lender’s title insurance
policy and such insurer has not denied or failed to acknowledge coverage, or
(ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant
to the Security Agreement free of Liens other than Liens created by the
Security Agreement or any nonconsensual Liens arising solely by operation of
Law; or


(m)                               Junior Financing Documentation.  (i) Any of the Obligations of the Loan
Parties under the Loan Documents for any reason shall cease to be “Senior
Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any
comparable term) under, and as defined in any Junior Financing Documentation or
(ii) the subordination provisions set forth in any Junior Financing
Documentation shall, in whole or in part, cease to be effective or cease to be
legally valid, binding and enforceable against the holders of any Junior
Financing, if applicable.


SECTION 8.02                    Remedies
Upon Event of Default.  If any Event
of Default occurs and is continuing, the Administrative Agent may and, at the
request of the Required Lenders, shall take any or all of the following
actions:


(a)                                  declare
the commitment of each Lender to make Loans and any obligation of the L/C
Issuers to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;


(b)                                 declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment, demand,




 157
 









protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;


(c)                                  require
that the Borrower Cash Collateralize the Revolving L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and


(d)                                 exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;


provided that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of the L/C Issuers to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.


SECTION 8.03                    Exclusion of Immaterial
Subsidiaries.  Solely for the purpose
of determining whether a Default has occurred under clause (f) or (g) of
Section 8.01, any reference in any such clause to any Restricted Subsidiary or
Loan Party shall be deemed not to include any Restricted Subsidiary affected by
any event or circumstances referred to in any such clause that did not, as of
the last day of the most recent completed fiscal quarter of Holdings, have
assets with a value in excess of 5% of the consolidated total assets of
Holdings, Borrower and the Restricted Subsidiaries and did not, as of the four
quarter period ending on the last day of such fiscal quarter, have revenues
exceeding 5% of the total revenues of Holdings, the Borrower and the Restricted
Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any
event or circumstance referred to in any such clause shall be considered
together, as a single consolidated Restricted Subsidiary, for purposes of determining
whether the condition specified above is satisfied).


SECTION 8.04                    Application of Funds.  After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (other than principal and interest, but including Attorney Costs
payable under Section 10.04 and amounts payable under Article 3) payable to the
Administrative Agent in its capacity as such;


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other
amounts (other than principal and interest) payable to the Lenders (including
Attorney Costs payable under Section 10.05 and amounts payable under Article
3), ratably among them in proportion to the amounts described in this clause
Second payable to them;



 158
 









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


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans
and L/C Borrowings, the Swap Termination Value under Secured Hedge Agreements
and the Cash Management Obligations, ratably among the Secured Parties in
proportion to the respective amounts described in this clause Fourth held by
them;


Fifth, to the
Administrative Agent for the account of the L/C Issuers, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit;


Sixth, to the
payment of all other Obligations of the Loan Parties that are due and payable
to the Administrative Agent and the other Secured Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to
the Administrative Agent and the other Secured Parties on such date; and


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to
the Borrower or as otherwise required by Law.


Subject to Section 2.03(c), amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth above shall be applied to satisfy drawings under such Letters of
Credit as they occur.  If any amount
remains on deposit as Cash Collateral after all Letters of Credit have either
been fully drawn or expired, such remaining amount shall be applied to the
other Obligations, if any, in the order set forth above and, if no Obligations
remain outstanding, to the Borrower.


SECTION 8.05                    Borrower’s
Right to Cure.


(a)                          Notwithstanding anything to
the contrary contained in Section 8.01, in the event of any Event of Default
resulting from a violation of the covenant set forth in Section 7.11 and until
the expiration of the tenth (10th) day after the date on which financial
statements are required to be delivered with respect to the applicable fiscal
quarter hereunder, Holdings or an Intermediate Holding Company (or, following a
Qualifying IPO, the Borrower) may engage in a Permitted Equity Issuance to any
of the Equity Investors and apply the amount of the Net Cash Proceeds thereof
to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i)
are actually received by the Borrower through capital contribution of such Net
Cash Proceeds by Holdings or an Intermediate Holding Company to the Borrower no
later than ten (10) days after the date on which financial statements are
required to be delivered with respect to such fiscal quarter hereunder, (ii)
are Not Otherwise Applied and (iii) do not exceed the aggregate amount
necessary to cure such Event of Default from a violation of the covenant set
forth in Section 7.11 for any applicable period.  The parties hereby acknowledge that this
Section 8.05(a) may not be relied on for purposes of calculating



 159
 









any financial ratios other than as applicable to Section 7.11 and shall
not result in any adjustment to any amounts other than the amount of the
Consolidated EBITDA referred to in the immediately preceding sentence.


(b)                     In each period of four fiscal
quarters, there shall be at least two (2) consecutive fiscal quarters in which
no cure set forth in Section 8.05(a) is made.


ARTICLE IX


Administrative Agent and Other Agents


SECTION 9.01                    Appointment
and Authorization of Agents.


(a)                          Each Lender hereby
irrevocably appoints, designates and authorizes the Administrative Agent to
take such action on its behalf under the provisions of this Agreement and each
other Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall have no duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist
against the Administrative Agent. 
Without limiting the generality of the foregoing sentence, the use of
the term “agent” herein and in the other Loan Documents with reference to any
Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.


(b)                         Each L/C Issuer shall act on
behalf of the Lenders with respect to any Letters of Credit issued by it and
the documents associated therewith, and each such L/C Issuer shall have all of
the benefits and immunities (i) provided to the Agents in this Article 9 with
respect to any acts taken or omissions suffered by such L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and the applications and agreements for letters of credit pertaining to such
Letters of Credit as fully as if the term “Agent” as used in this Article 9 and
in the definition of “Agent-Related Person” included such L/C Issuer with
respect to such acts or omissions, and (ii) as additionally provided herein
with respect to such L/C Issuer.


(c)                          The Administrative Agent
shall also act as the “collateral agent” under the Loan Documents, and each of
the Lenders (in its capacities as



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a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable)
and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative
Agent to act as the agent of (and to hold any security interest created by the
Collateral Documents for and on behalf of or on trust for) such Lender for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by
any of the Loan Parties to secure any of the Obligations, together with such
powers and discretion as are reasonably incidental thereto.  In this connection, the Administrative Agent,
as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 9.02 for purposes of
holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Collateral Documents, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article 9 (including Section
9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto.


(d)                         The Administrative Agent shall also act as the
deposit account agent for the Post-First Amendment and Restatement Synthetic
L/C Issuer and the Post-First Amendment and Restatement Synthetic L/C Lenders,
and each of the Post-First Amendment and Restatement Synthetic L/C Lenders (in
its capacities as a Lender and Post-First Amendment and Restatement Synthetic
L/C Issuer (if applicable)) hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of and to take such actions on its behalf
and to exercise such powers and discretion as are reasonably incidental
thereto.


SECTION 9.02                    Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document (including for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents or of exercising any rights and
remedies thereunder) by or through agents, employees or attorneys-in-fact
including for the purpose of any Borrowing or payment in Alternative Currencies,
such sub-agents as shall be deemed necessary by the Administrative Agent and
shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct (as
determined in the final judgment of a court of competent jurisdiction).


SECTION 9.03                    Liability of Agents.  No Agent-Related Person shall (a) be liable
for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct,
as determined by the final judgment of a court of competent jurisdiction, in
connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for



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in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or the perfection or priority of any Lien or security
interest created or purported to be created under the Collateral Documents, or
for any failure of any Loan Party or any other party to any Loan Document to
perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.


SECTION 9.04                    Reliance by
Agents.


(a)                          Each Agent shall be entitled
to rely, and shall be fully protected in relying, upon any writing,
communication, signature, resolution, representation, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex or telephone message, electronic
mail message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to any Loan Party), independent accountants and other experts selected by such
Agent.  Each Agent shall be fully
justified in failing or refusing to take any action under any Loan Document
unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.  Each Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders.


(b)                         For purposes of determining
compliance with the conditions specified in Section 4.01, each Lender that has
signed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a
Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Second Amendment and Restatement Effective Date
specifying its objection thereto.


SECTION 9.05                    Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default and stating that such
notice is a “notice of default.”  The
Administrative Agent will notify the



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Lenders of its receipt of any such notice.  The Administrative Agent shall take such
action with respect to any Event of Default as may be directed by the Required
Lenders in accordance with Article 8; provided
that unless and until the Administrative Agent has received any such direction,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Event of Default as it
shall deem advisable or in the best interest of the Lenders.


SECTION 9.06                    Credit Decision; Disclosure of
Information by Agents.  Each Lender
acknowledges that no Agent-Related Person has made any representation or warranty
to it, and that no act by any Agent hereafter taken, including any consent to
and acceptance of any assignment or review of the affairs of any Loan Party or
any Affiliate thereof, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their
possession.  Each Lender represents to
each Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower and the other Loan Parties hereunder.  Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to
make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties.  Except for notices, reports and other documents
expressly required to be furnished to the Lenders by any Agent herein, such
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan
Parties or any of their respective Affiliates which may come into the possession
of any Agent-Related Person.


SECTION 9.07                    Indemnification of Agents.  Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand each
Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan
Party and without limiting the obligation of any Loan Party to do so), pro
rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities resulting from such Agent-Related
Person’s own gross negligence or willful misconduct, as determined by the final
judgment of a court of competent jurisdiction; provided
that no action taken in accordance with the directions of the Required Lenders
(or such other number or percentage of the Lenders as shall be required by the
Loan Documents) shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 9.07. 
In the case of any investigation, litigation or proceeding giving rise
to any Indemnified Liabilities, this Section 9.07 applies whether any such
investigation, litigation or proceeding is brought by any Lender or any other
Person.  Without limitation of the
foregoing, each Lender shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket



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expenses (including Attorney Costs) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower, provided that such reimbursement by the
Lenders shall not affect the Borrower’s continuing reimbursement obligations
with respect thereto.  The undertaking in
this Section 9.07 shall survive termination of the Aggregate Commitments, the
payment of all other Obligations and the resignation of the Administrative
Agent.


SECTION 9.08       Agents in their Individual Capacities.  UBS AG, Stamford Branch and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits
from, acquire Equity Interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with each of the Loan
Parties and their respective Affiliates as though UBS AG, Stamford Branch were
not the Administrative Agent or an L/C Issuer hereunder and without notice to
or consent of the Lenders.  The Lenders
acknowledge that, pursuant to such activities, UBS AG, Stamford Branch or its
Affiliates may receive information regarding any Loan Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Loan Party or such Affiliate) and acknowledge that the Administrative
Agent shall be under no obligation to provide such information to them.  With respect to its Loans, UBS AG, Stamford
Branch shall have the same rights and powers under this Agreement as any other
Lender and may exercise such rights and powers as though it were not the Administrative
Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include UBS AG,
Stamford Branch in its individual capacity.


SECTION 9.09       Successor Agents.  The Administrative Agent may resign as the
Administrative Agent upon thirty (30) days’ notice to the Lenders and the
Borrower.  If the Administrative Agent
resigns under this Agreement, the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders, which successor agent shall be
consented to by the Borrower at all times other than during the existence of an
Event of Default under Section 8.01(f) or (g) (which consent of the Borrower
shall not be unreasonably withheld or delayed). 
If no successor agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor agent from
among the Lenders.  Upon the acceptance
of its appointment as successor agent hereunder, the Person acting as such
successor agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term “Administrative Agent,” shall mean
such successor administrative agent and/or supplemental administrative agent,
as the case may be, and the retiring Administrative Agent’s appointment, powers
and duties as the Administrative Agent shall be terminated.  After the retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of this
Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative
Agent under this Agreement.  If no
successor agent has accepted appointment as the Administrative Agent by the
date which is thirty (30) days following the retiring Administrative Agent’s
notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of
the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above.  Upon the acceptance of any appointment as the



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Administrative Agent hereunder by a successor and upon
the execution and filing or recording of such financing statements, or
amendments thereto, and such amendments or supplements to the Mortgages, and
such other instruments or notices, as may be necessary or desirable, or as the
Required Lenders may request, in order to (a) continue the perfection of the
Liens granted or purported to be granted by the Collateral Documents or (b)
otherwise ensure that the Collateral and Guarantee Requirement is satisfied,
the Administrative Agent shall thereupon succeed to and become vested with all
the rights, powers, discretion, privileges, and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations under the Loan Documents.  After the retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of this
Article 9 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent.


SECTION 9.10           Administrative Agent
May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:


(a)           to file and prove a
claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans, L/C Obligations and all other Obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.03(g) and (h), 2.09 and 10.04) allowed in such judicial
proceeding; and


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


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Agents and their respective agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.


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



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SECTION 9.11           Collateral
and Guaranty Matters.  The Lenders
irrevocably agree that:


(a)           any Lien on any
property granted to or held by the Administrative Agent or the Collateral Agent
under any Loan Document shall be automatically released (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than
(x) obligations under Secured Hedge Agreements not yet due and payable, (y)
Cash Management Obligations not yet due and payable and (z) contingent
indemnification obligations not yet accrued and payable) and the expiration or
termination of all Letters of Credit, (ii) at the time the property subject to
such Lien is transferred or to be transferred as part of or in connection with
any transfer permitted hereunder or under any other Loan Document to any Person
other than Holdings, the Borrower or any of its Domestic Subsidiaries that are
Restricted Subsidiaries, (iii) subject to Section 10.01, if the release of such
Lien is approved, authorized or ratified in writing by the Required Lenders, or
(iv) if the property subject to such Lien is owned by a Guarantor, upon release
of such Guarantor from its obligations under its Guaranty pursuant to clause
(c) below;


(b)           to release or
subordinate any Lien on any property granted to or held by the Administrative
Agent or the Collateral Agent under any Loan Document to the holder of any Lien
on such property that is permitted by Section 7.01(i); and


(c)           any Guarantor shall be
automatically released from its obligations under the Guaranty if such Person
ceases to be a Restricted Subsidiary as a result of a transaction or
designation permitted hereunder; provided
that no such release shall occur if such Guarantor continues to be a guarantor
in respect of the High Yield Notes or any Junior Financing.


Upon request by the Administrative Agent at any time,
the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items
of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.11. 
In each case as specified in this Section 9.11, the Administrative Agent
will (and each Lender irrevocably authorizes the Administrative Agent to), at
the Borrower’s expense, execute and deliver to the applicable Loan Party such
documents as such Loan Party may reasonably request to evidence the release or
subordination of such item of Collateral from the assignment and security
interest granted under the Collateral Documents, or to evidence the release of
such Guarantor from its obligations under the Guaranty, in each case in
accordance with the terms of the Loan Documents and this Section 9.11.


SECTION 9.12       Other Agents; Arrangers and Managers.  None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a “syndication
agent,” “co-documentation agent”, “joint bookrunner” or “arranger” shall have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such.  Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. 
Each



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Lender acknowledges that it has not relied, and will
not rely, on any of the Lenders or other Persons so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.


SECTION 9.13           Appointment of
Supplemental Administrative Agents.


(a)           It is the purpose of
this Agreement and the other Loan Documents that there shall be no violation of
any Law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as agent or trustee in such
jurisdiction.  It is recognized that in
case of litigation under this Agreement or any of the other Loan Documents, and
in particular in case of the enforcement of any of the Loan Documents, or in
case the Administrative Agent deems that by reason of any present or future Law
of any jurisdiction it may not exercise any of the rights, powers or remedies
granted herein or in any of the other Loan Documents or take any other action
which may be desirable or necessary in connection therewith, the Administrative
Agent is hereby authorized to appoint an additional individual or institution selected
by the Administrative Agent in its sole discretion as a separate trustee,
co-trustee, administrative agent, collateral agent, administrative sub-agent or
administrative co-agent (any such additional individual or institution being referred
to herein individually as a “Supplemental Administrative
Agent” and collectively as “Supplemental
Administrative Agents”).


(b)           In the event that the
Administrative Agent appoints a Supplemental Administrative Agent with respect
to any Collateral, (i) each and every right, power, privilege or duty expressed
or intended by this Agreement or any of the other Loan Documents to be
exercised by or vested in or conveyed to the Administrative Agent with respect
to such Collateral shall be exercisable by and vest in such Supplemental
Administrative Agent to the extent, and only to the extent, necessary to enable
such Supplemental Administrative Agent to exercise such rights, powers and
privileges with respect to such Collateral and to perform such duties with respect
to such Collateral, and every covenant and obligation contained in the Loan
Documents and necessary to the exercise or performance thereof by such
Supplemental Administrative Agent shall run to and be enforceable by either the
Administrative Agent or such Supplemental Administrative Agent, and (ii) the
provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the
Administrative Agent shall inure to the benefit of such Supplemental Administrative
Agent and all references therein to the Administrative Agent shall be deemed to
be references to the Administrative Agent and/or such Supplemental
Administrative Agent, as the context may require.


(c)           Should any instrument
in writing from the Borrower, Holdings or any other Loan Party be required by
any Supplemental Administrative Agent so appointed by the Administrative Agent
for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, the Borrower or Holdings, as applicable,
shall, or shall cause such Loan



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Party to,
execute, acknowledge and deliver any and all such instruments promptly upon
request by the Administrative Agent.  In
case any Supplemental Administrative Agent, or a successor thereto, shall die,
become incapable of acting, resign or be removed, all the rights, powers,
privileges and duties of such Supplemental Administrative Agent, to the extent
permitted by Law, shall vest in and be exercised by the Administrative Agent
until the appointment of a new Supplemental Administrative Agent.


ARTICLE X


Miscellaneous


SECTION 10.01     Amendments, Etc.  Except as otherwise set forth in this
Agreement, no amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by the Borrower or any
other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may
be, and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided
that, no such amendment, waiver or consent shall:


(a)           extend
or increase the Commitment of any Lender without the written consent of each
Lender directly affected thereby (it being understood that a waiver of any
condition precedent set forth in Section 4.03 or the waiver of any Default,
mandatory prepayment or mandatory reduction of the Commitments shall not
constitute an extension or increase of any Commitment of any Lender);


(b)           postpone
any date scheduled for, or reduce the amount of, any payment of principal or interest
under Section 2.07 or 2.08 without the written consent of each Lender directly
affected thereby, it being understood that the waiver of (or amendment to the
terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement
of any date scheduled for the payment of principal or interest;


(c)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iii) of the second proviso to this Section
10.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby,
it being understood that any change to the definition of Total Leverage Ratio
or in the component definitions thereof shall not constitute a reduction in the
rate; provided that, only the
consent of the Required Lenders shall be necessary to amend the definition of “Default
Rate” or to waive any obligation of the Borrower to pay interest at the Default
Rate;


(d)           change
any provision of this Section 10.01, the definition of “Required Lenders” or “Pro
Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of
each Lender affected thereby;



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(e)           other
than in a transaction permitted under Section 7.05, release all or substantially
all of the Collateral in any transaction or series of related transactions,
without the written consent of each Lender;


(f)            other
than in a transaction permitted under Section 7.04 or Section 7.05, release all
or substantially all of the aggregate value of the Guarantees, without the written
consent of each Lender; or


(g)           change
the currency in which any Loan is denominated of any Loan without the written
consent of the Lender holding such Loans;


and provided
further that (i) no amendment,
waiver or consent shall, unless in writing and signed by each L/C Issuer in
addition to the Lenders required above, affect the rights or duties of an L/C
Issuer under this Agreement or any Letter of Credit Application relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Lender in
addition to the Lenders required above, affect the rights or duties of the
Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above, affect the rights or duties of, or any fees or
other amounts payable to, the Administrative Agent under this Agreement or any
other Loan Document; (iv) Section 10.07(h) may not be amended, waived or
otherwise modified without the consent of each Granting Lender all or any part
of whose Loans are being funded by an SPC at the time of such amendment, waiver
or other modification; and (v) the consent of Lenders holding more than 50% of
any Class of Commitments shall be required with respect to any amendment that
by its terms adversely affects the rights of such Class in respect of payments
hereunder in a manner different than such amendment affects other Classes.  Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such Lender (it
being understood that any Commitments or Loans held or deemed held by any
Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring
any consent of the Lenders).


Notwithstanding the foregoing, this Agreement may be
amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrower (a) to add one or more
additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Tranche B Dollar Term Loans, the Euro Term
Loans, the Revolving Credit Loans and the Post-First Amendment and Restatement
Synthetic L/C Loans and the accrued interest and fees in respect thereof and
(b) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders.


In addition, notwithstanding the foregoing, this
Agreement may be amended with the written consent of the Administrative Agent,
the Borrower and the Lenders providing the relevant Dollar Replacement Term
Loans or Euro Replacement Term Loans (as defined below) to permit the
refinancing of all outstanding Tranche B Dollar Term Loans (“Dollar Refinanced Term Loans”) or Euro Term Loans (“Euro Refinanced Term Loans”) with a replacement



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Dollar term loan tranche denominated in Dollars (“Dollar Replacement Term Loans”) or Euro term loan tranche
denominated in Euros (“Euro Replacement Term
Loans”), respectively, hereunder; provided
that (a) the aggregate principal amount of such Dollar Replacement Term Loans
or Euro Replacement Term Loans shall not exceed the aggregate principal amount
of such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively,
(b) the Applicable Rate Dollar Replacement Term Loans or Euro Replacement Term
Loans (or similar interest rate spread applicable to such Dollar Replacement
Term Loans or Euro Replacement Term Loans, respectively) shall not be higher
than the Applicable Rate for such Dollar Refinanced Term Loans or Euro
Refinanced Term Loans (or similar interest rate spread applicable to such
Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively)
immediately prior to such refinancing, (c) the Weighted Average Life to
Maturity of such Dollar Replacement Term Loans or Euro Replacement Term Loans
shall not be shorter than the Weighted Average Life to Maturity of such Dollar
Refinanced Term Loans or Euro Refinanced Term Loans, respectively, at the time
of such refinancing (except to the extent of nominal amortization for periods
where amortization has been eliminated as a result of prepayment of the
applicable Term Loans) and (d) all other terms applicable to such Dollar
Replacement Term Loans or Euro Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Dollar
Replacement Term Loans or Euro Replacement Term Loans than, those applicable to
such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively,
except to the extent necessary to provide for covenants and other terms
applicable to any period after the latest final maturity of the Term Loans in effect
immediately prior to such refinancing.


Notwithstanding anything to the contrary contained in
Section 10.01, guarantees, collateral security documents and related documents
executed by Subsidiaries in connection with this Agreement may be in a form
reasonably determined by the Administrative Agent and may be, together with
this Agreement, amended and waived with the consent of the Administrative Agent
at the request of the Borrower without the need to obtain the consent of any
other Lender if such amendment or waiver is delivered in order (i) to comply
with local Law or advice of local counsel, (ii) to cure ambiguities or defects
or (iii) to cause such guarantee, collateral security document or other
document to be consistent with this Agreement and the other Loan Documents.


SECTION 10.02         Notices and Other
Communications; Facsimile Copies.


(a)           General. 
Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Loan Document shall be
in writing (including by facsimile transmission).  All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or electronic
mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


(i)if to the Borrower, the Administrative Agent, an L/C Issuer or the
Swing Line Lender, to the address, facsimile number, electronic mail address or
telephone number specified for such Person on Schedule 10.02 or to such
other address, facsimile number, electronic mail address or telephone



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number as
shall be designated by such party in a notice to the other parties; and


(ii)if to any other Lender, to the address, facsimile number,
electronic mail address or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the
Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender.


All such notices and other communications shall be
deemed to be given or made upon the earlier to occur of (i) actual receipt by
the relevant party hereto and (ii) (A) if delivered by hand or by courier, when
signed for by or on behalf of the relevant party hereto; (B) if delivered by
mail, four (4) Business Days after deposit in the mails, postage prepaid; (C)
if delivered by facsimile, when sent and receipt has been confirmed by
telephone; and (D) if delivered by electronic mail (which form of delivery is
subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other
communications to the Administrative Agent, the L/C Issuers and the Swing Line
Lender pursuant to Article 2 shall not be effective until actually received by
such Person.  In no event shall a voice
mail message be effective as a notice, communication or confirmation hereunder.


(b)           Effectiveness of Facsimile Documents and Signatures.  Loan Documents may be transmitted and/or
signed by facsimile.  The effectiveness
of any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually signed originals and shall be binding on all
Loan Parties, the Agents and the Lenders.


(c)           Reliance by Agents and Lenders.  The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic
Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof.  The Borrower shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower in the absence of gross
negligence or willful misconduct.  All
telephonic notices to the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


SECTION 10.03     No Waiver; Cumulative Remedies.  No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or under any other
Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided, and



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provided under each other Loan Document, are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by Law.


SECTION 10.04     Attorney Costs, Expenses and Taxes.  The Borrower agrees (a) if the Second
Amendment and Restatement Effective Date occurs, to pay or reimburse the Administrative
Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for
all reasonable out-of-pocket costs and expenses incurred in connection with the
preparation, negotiation, syndication and execution of this Agreement and the
other Loan Documents, and any amendment, waiver, consent or other modification
of the provisions hereof and thereof (whether or not the transactions
contemplated thereby are consummated), and the consummation and administration
of the transactions contemplated hereby and thereby, including all Attorney
Costs of Cahill Gordon & Reindel LLP and local and foreign counsel, and (b)
to pay or reimburse the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket
costs and expenses incurred in connection with the enforcement of any rights or
remedies under this Agreement or the other Loan Documents (including all such
costs and expenses incurred during any legal proceeding, including any proceeding
under any Debtor Relief Law, and including all Attorney Costs of counsel to the
Administrative Agent).  The foregoing
costs and expenses shall include all reasonable search, filing, recording and
title insurance charges and fees and taxes related thereto, and other
(reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred
by any Agent.  The agreements in this Section
10.04 shall survive the termination of the Aggregate Commitments and repayment
of all other Obligations.  All amounts
due under this Section 10.04 shall be paid within ten (10) Business Days of
receipt by the Borrower of an invoice relating thereto setting forth such expenses
in reasonable detail.  If any Loan Party
fails to pay when due any costs, expenses or other amounts payable by it
hereunder or under any Loan Document, such amount may be paid on behalf of such
Loan Party by the Administrative Agent 
in its sole discretion.


SECTION 10.05     Indemnification by the Borrower.  Whether or not the transactions contemplated
hereby are consummated, the Borrower shall indemnify and hold harmless each
Agent-Related Person, each Lender and their respective Affiliates, directors,
officers, employees, counsel, agents, trustees, investment advisors and
attorneys-in-fact (collectively the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (a) the execution,
delivery, enforcement, performance or administration of any Loan Document or
any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by an L/C
Issuer to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), or (c) any actual or alleged presence or release of
Hazardous Materials on or from any property currently or formerly owned or
operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental
Liability related in any way to the Borrower, any Subsidiary or any other Loan
Party, or (d) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory (including any investigation of, preparation for, or defense
of any pending or threatened claim, investigation, litigation or



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proceeding) and regardless of whether any Indemnitee
is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases,
whether or not caused by or arising, in whole or in part, out of the negligence
of the Indemnitee; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements resulted from the
gross negligence or willful misconduct of such Indemnitee or of any affiliate,
director, officer, employee, counsel, agent or attorney-in-fact of such
Indemnitee.  No Indemnitee shall be
liable for any damages arising from the use by others of any information or
other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement, nor shall any
Indemnitee or any Loan Party have any liability for any special, punitive,
indirect or consequential damages relating to this Agreement or any other Loan
Document or arising out of its activities in connection herewith or therewith
(whether before or after the Second Amendment and Restatement Effective
Date).  In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 10.05
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Loan Party, its directors, stockholders
or creditors or an Indemnitee or any other Person, whether or not any
Indemnitee is otherwise a party thereto and whether or not any of the
transactions contemplated hereunder or under any of the other Loan Documents is
consummated.  All amounts due under this
Section 10.05 shall be paid within ten (10) Business Days after demand
therefor; provided, however, that such Indemnitee shall
promptly refund such amount to the extent that there is a final judicial or arbitral
determination that such Indemnitee was not entitled to indemnification or
contribution rights with respect to such payment pursuant to the express terms
of this Section 10.05.  The agreements in
this Section 10.05 shall survive the resignation of the Administrative Agent,
the replacement of any Lender, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all the other Obligations.


SECTION 10.06     Payments Set Aside.  To the extent that any payment by or on
behalf of the Borrower is made to any Agent or any Lender, or any Agent or any
Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by such Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such setoff had not occurred, and (b) each Lender severally agrees to
pay to the Administrative Agent upon demand its applicable share of any amount
so recovered from or repaid by any Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to
the applicable Overnight Rate from time to time in effect.


SECTION 10.07         Successors and Assigns.


(a)           The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that
neither Holdings nor the Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without



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the prior
written consent of each Lender and no Lender may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an Eligible Assignee,
(ii) by way of participation in accordance with the provisions of Section
10.07(e), (iii) by way of pledge or assignment of a security interest subject
to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with
the provisions of Section 10.07(h) (and any other attempted assignment or
transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in Section 10.07(e) and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


(b)           (i)  Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment (which, in
the case of an assignment of any portion of a Post-First Amendment and
Restatement Synthetic L/C Commitment, must include an assignment of an equal portion
of such Lender’s interest in its Post-First Amendment and Restatement
Credit-Linked Deposit, the Post-First Amendment and Restatement Synthetic L/C
Loans and participations in Post-First Amendment and Restatement Synthetic L/C
Obligations) and the Loans (including for purposes of this Section 10.07(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:


(A)           the
Borrower, provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default under
Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;


(B)             the
Administrative Agent; provided
that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan or a portion of the Post-First Amendment
and Restatement Synthetic L/C Facility to another Lender, an Affiliate of a
Lender or an Approved Fund;


(C)             each
Principal L/C Issuer at the time of such assignment, provided that
no consent of the Principal L/C Issuers shall be required for any assignment of
a Term Loan or any assignment to an Agent or an Affiliate of an Agent; and


(D)            in
the case of any assignment of any of the Dollar Revolving Credit Facility, the
Swing Line Lender.


(ii) Assignments
shall be subject to the following additional conditions:



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(A)           except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 (in
the case of the Revolving Credit Facilities) or $1,000,000 (in the case of a
Term Loan or a portion of the Post-First Amendment and Restatement Synthetic
L/C Facility) unless each of the Borrower and the Administrative Agent
otherwise consents, provided that
(1) no such consent of the Borrower shall be required if an Event of Default
under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such
amounts shall be aggregated in respect of each Lender and its Affiliates or
Approved Funds, if any;


(B)             the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500; provided that only
one such fee shall be payable in the event of simultaneous assignments from any
Lender or its Approved Funds to one or more other Approved Funds of such
Lender; and


(C)             the
Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


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


(c)           Subject to acceptance
and recording thereof by the Administrative Agent pursuant to Section 10.07(d),
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts
and circumstances occurring prior to the effective date of such
assignment).  Upon request, and the
surrender by the assigning Lender of its Note, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
clause (c) shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
Section 10.07(e).



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(d)           The Administrative
Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts (and
related interest amounts) of the Loans, L/C Obligations (specifying the
Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, absent manifest error, and the
Borrower, the Agents and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection
by the Borrower, any Agent and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


(e)           Any Lender may at any
time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any Person (other than a natural person) (each, a
“Participant”) in all or a portion of
such Lender’s rights and/or obligations under this Agreement (including all or
a portion of its Commitment and/or the Loans (including such Lender’s participations
in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Agents and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and the other Loan Documents and to
approve any amendment, modification or waiver of any provision of this
Agreement or the other Loan Documents; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.01 that directly
affects such Participant.  Subject to Section
10.07(f), the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01 (subject to the requirements of Section 10.15), 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to Section 10.07(c).  To the extent permitted by applicable Law,
each Participant also shall be entitled to the benefits of Section 10.09 as
though it were a Lender; provided
that such Participant agrees to be subject to Section 2.13 as though it were a
Lender.


(f)            A Participant shall
not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.



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(g)           Any Lender may at any
time pledge or assign a security interest in all or any portion of its rights
under this Agreement (including under its Note, if any) to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


(h)           Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified
as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower (an “SPC”) the
option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects
not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof.  Each party hereto hereby
agrees that (i) neither the grant to any SPC nor the exercise by any SPC of
such option shall increase the costs or expenses or otherwise increase or
change the obligations of the Borrower under this Agreement (including its
obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement for which a
Lender would be liable, and (iii) the Granting Lender shall for all purposes,
including the approval of any amendment, waiver or other modification of any
provision of any Loan Document, remain the lender of record hereunder.  The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender.  Notwithstanding anything to the contrary
contained herein, any SPC may (i) with notice to, but without prior consent of
the Borrower and the Administrative Agent and with the payment of a processing
fee of $3,500, assign all or any portion of its right to receive payment with
respect to any Loan to the Granting Lender and (ii) disclose on a confidential
basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or Guarantee or
credit or liquidity enhancement to such SPC.


(i)            Notwithstanding
anything to the contrary contained herein, (1) any Lender may in accordance
with applicable Law create a security interest in all or any portion of the
Loans owing to it and the Note, if any, held by it and (2) any Lender that is a
Fund may create a security interest in all or any portion of the Loans owing to
it and the Note, if any, held by it to the trustee for holders of obligations
owed, or securities issued, by such Fund as security for such obligations or
securities; provided that unless
and until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 10.07, (i) no such pledge shall release the pledging
Lender from any of its obligations under the Loan Documents and (ii) such
trustee shall not be entitled to exercise any of the rights of a Lender under
the Loan Documents even



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though such
trustee may have acquired ownership rights with respect to the pledged interest
through foreclosure or otherwise.


(j)            Notwithstanding
anything to the contrary contained herein, any L/C Issuer or the Swing Line
Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders,
resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the
expiration of such 30-day period with respect to such resignation, the relevant
L/C Issuer or the Swing Line Lender shall have identified, in consultation with
the Borrower, a successor L/C Issuer or Swing Line Lender willing to accept its
appointment as successor L/C Issuer or Swing Line Lender, as applicable.  In the event of any such resignation of an
L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint
from among the Lenders willing to accept such appointment a successor L/C
Issuer or Swing Line Lender hereunder; provided
that no failure by the Borrower to appoint any such successor shall affect the
resignation of the relevant L/C Issuer or the Swing Line Lender, as the case
may be.  If an L/C Issuer resigns as an
L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as an L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If the Swing Line Lender
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line
Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right
to require the Lenders to make Base Rate Loans or fund risk participations in
outstanding Swing Line Loans pursuant to Section 2.04(c).


(k)           In the case of any assignment pursuant to paragraph
(b) above by a Post-First Amendment and Restatement Synthetic L/C Lender, the
Post-First Amendment and Restatement Credit-Linked Deposit of the assignor
Post-First Amendment and Restatement Synthetic L/C Lender shall not be released,
but shall instead be purchased by the relevant assignee and continue to be held
for application (to the extent not already applied) in accordance with this
Agreement to satisfy such assignee’s obligations in respect of the Post-First
Amendment and Restatement Synthetic L/C Exposure.


SECTION 10.08     Confidentiality.  Each of the Agents and the Lenders agrees to
maintain the confidentiality of the Information, except that Information may be
disclosed (a) to its Affiliates and its and its Affiliates’ directors,
officers, employees, trustees, investment advisors and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the
extent requested by any Governmental Authority; (c) to the extent required by
applicable Laws or regulations or by any subpoena or similar legal process; (d)
to any other party to this Agreement; (e) subject to an agreement containing
provisions substantially the same as those of this Section 10.08 (or as may
otherwise be reasonably acceptable to the Borrower), to any pledgee referred to
in Section 10.07(g),



 178















counterparty to a Swap Contract, Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement; (f) with the written
consent of the Borrower; (g) to the extent such Information becomes publicly
available other than as a result of a breach of this Section 10.08; (h) to any
Governmental Authority or examiner (including the National Association of
Insurance Commissioners or any other similar organization) regulating any Lender;
(i) to any rating agency when required by it (it being understood that, prior
to any such disclosure, such rating agency shall undertake to preserve the
confidentiality of any Information relating to the Loan Parties received by it
from such Lender); or (j) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder.  In addition,
the Agents and the Lenders may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to the Agents and the
Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section 10.08, “Information” means all information received
from any Loan Party relating to any Loan Party or its business, other than any
such information that is publicly available to any Agent or any Lender prior to
disclosure by any Loan Party other than as a result of a breach of this Section
10.08; provided that, in the case
of information received from a Loan Party after the date hereof, such information
is clearly identified at the time of delivery as confidential or (ii) is
delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.


SECTION 10.09     Setoff.  In addition to any rights and remedies of the
Lenders provided by Law, upon the occurrence and during the continuance of any
Event of Default, each Lender and its Affiliates and each L/C Issuer and its
Affiliates is authorized at any time and from time to time, without prior
notice to the Borrower or any other Loan Party, any such notice being waived by
the Borrower (on its own behalf and on behalf of each Loan Party and its
Subsidiaries) to the fullest extent permitted by applicable Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other Indebtedness at any time owing by, such
Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case
may be, to or for the credit or the account of the respective Loan Parties and their
Subsidiaries against any and all Obligations owing to such Lender and its
Affiliates or such L/C Issuer and its Affiliates hereunder or under any other
Loan Document, now or hereafter existing, irrespective of whether or not such
Agent or such Lender or Affiliate shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured or denominated in a currency different from that of the applicable deposit
or Indebtedness.  Each Lender and L/C
Issuer agrees promptly to notify the Borrower and the Administrative Agent
after any such set off and application made by such Lender or L/C Issuer, as
the case may be; provided, that
the failure to give such notice shall not affect the validity of such setoff
and application.  The rights of the
Administrative Agent, each Lender and each L/C Issuer under this Section 10.09
are in addition to other rights and remedies (including other rights of setoff)
that the Administrative Agent, such Lender and such L/C Issuer may have.


SECTION 10.10     Interest
Rate Limitation.  Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If any Agent or any Lender shall receive
interest in an amount



 179
 









that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In
determining whether the interest contracted for, charged, or received by an
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.


SECTION 10.11     Counterparts.  This Agreement and each other Loan Document
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier of an executed
counterpart of a signature page to this Agreement and each other Loan Document
shall be effective as delivery of an original executed counterpart of this
Agreement and such other Loan Document. 
The Agents may also require that any such documents and signatures delivered
by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or
deliver the same shall not limit the effectiveness of any document or signature
delivered by telecopier.


SECTION 10.12     Integration.  This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on
the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. 
In the event of any conflict between the provisions of this Agreement
and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the
inclusion of supplemental rights or remedies in favor of the Agents or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement.  Each Loan Document was
drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.


SECTION 10.13     Survival
of Representations and Warranties. 
All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof.  Such representations and
warranties have been or will be relied upon by each Agent and each Lender,
regardless of any investigation made by any Agent or any Lender or on their
behalf and notwithstanding that any Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation hereunder
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.


SECTION 10.14     Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby.  The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.



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SECTION 10.15             Tax
Forms.


(a)           (i) 
Each Lender and Agent that is not a “United States person” within the
meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it may lawfully do so,
deliver to the Borrower and the Administrative Agent, on or prior to the date
which is ten (10) Business Days after the Second Amendment and Restatement
Effective Date (or upon accepting an assignment of an interest herein), two
duly signed, properly completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Foreign Lender and entitling it to an
exemption from, or reduction of, United States withholding tax on all payments
to be made to such Foreign Lender by the Borrower or any other Loan Party
pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or
any successor thereto (relating to all payments to be made to such Foreign
Lender by the Borrower or any other Loan Party pursuant to this Agreement or
any other Loan Document) or such other evidence reasonably satisfactory to the
Borrower and the Administrative Agent that such Foreign Lender is entitled to
an exemption from, or reduction of, United States federal withholding tax,
including any exemption pursuant to Section 871(h) or 881(c) of the Code, and
in the case of a Foreign Lender claiming such an exemption under Section 881(c)
of the Code, a certificate that establishes in writing to the Borrower and the
Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in
Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the
meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation
related to the Borrower with the meaning of Section 864(d) of the Code.  Thereafter and from time to time, each such
Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit
to the Borrower and the Administrative Agent such additional duly completed and
signed copies of one or more of such forms or certificates (or such successor
forms or certificates as shall be adopted from time to time by the relevant
United States taxing authorities) as may then be available under then current
United States Laws and regulations to avoid, or such evidence as is reasonably
satisfactory to the Borrower and the Administrative Agent of any available
exemption from, or reduction of, United States federal withholding taxes in
respect of all payments to be made to such Foreign Lender by the Borrower or
other Loan Party pursuant to this Agreement, or any other Loan Document, in
each case, (1) on or before the date that any such form, certificate or other
evidence expires or becomes obsolete, (2) after the occurrence of a change in
the Lender’s circumstances requiring a change in the most recent form,
certificate or evidence previously delivered by it to the Borrower and the
Administrative Agent and (3) from time to time thereafter if reasonably
requested by the Borrower or the Administrative Agent, and (B) promptly notify
the Borrower and the Administrative Agent of any change in the Lender’s
circumstances which would modify or render invalid any claimed exemption or
reduction.


(ii)           Each
Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Foreign
Lender under any of the Loan Documents (for example, in the case of a typical
participation by such Foreign Lender), shall, to the extent it may lawfully do
so, deliver to the Borrower and the Administrative 



 181
 









Agent on the
date when such Foreign Lender ceases to act for its own account with respect to
any portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Borrower or the Administrative Agent (in
either case, in the reasonable exercise of its discretion), (A) two duly signed
completed copies of the forms or statements required to be provided by such
Foreign Lender as set forth above, to establish the portion of any such sums
paid or payable with respect to which such Foreign Lender acts for its own
account that is not subject to United States federal withholding tax, and (B)
two duly signed completed copies of IRS Form W-8IMY (or any successor thereto),
together with any information such Foreign Lender chooses to transmit with such
form, and any other certificate or statement of exemption required under the
Code, to establish that such Foreign Lender is not acting for its own account
with respect to a portion of any such sums payable to such Foreign Lender.


(iii)          The
Borrower shall not be required to pay any additional amount or any indemnity
payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender
shall have failed to satisfy the foregoing provisions of this Section 10.15(a),
or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the
provisions of Section 10.15(b); provided
that (i) if such Lender shall have satisfied the requirement of this or Section
10.15(b), as applicable, on the date such Lender became a Lender or ceased to
act for its own account with respect to any payment under any of the Loan
Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve
the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in
the event that, as a result of any change in any applicable Law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced rate and (ii)
nothing in this Section 10.15(a) shall relieve the Borrower of its obligation
to pay any amounts pursuant to Section 3.01 in the event that the requirements
of 10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable
Law, to rely on any applicable forms and statements required to be provided
under this Section 10.15 by the Foreign Lender that does not act or has ceased
to act for its own account under any of the Loan Documents, including in the
case of a typical participation.


(iv)          The
Administrative Agent may deduct and withhold any taxes required by any Laws to
be deducted and withheld from any payment under any of the Loan Documents.


(b)           Each Lender and Agent that is a “United
States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and
the Borrower two duly signed, properly completed copies of IRS Form W-9 on or
prior to the Second Amendment and Restatement Effective Date (or on or prior to
the date it becomes a party to this Agreement), certifying that such U.S.
Lender is entitled to an exemption from United States backup withholding tax,
or any successor form.  If such U.S.
Lender fails to deliver such forms, then the Administrative Agent may withhold
from any payment to such U.S. Lender an amount equivalent to the applicable
backup withholding tax imposed by the Code.



 182
 









SECTION 10.16             GOVERNING
LAW.


(a)           THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


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


SECTION 10.17     WAIVER
OF RIGHT TO TRIAL BY JURY.  EACH
PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR
IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


SECTION 10.18     Binding
Effect.  This Agreement shall become
effective when it shall have been executed by the Borrower and Holdings and the
Administrative Agent shall have been notified by each Lender, Swing Line Lender
and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has
executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, each Agent and each Lender and their respective successors and
assigns, except that no Borrower shall have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Lenders except as permitted by Section 7.04.



 183
 









SECTION 10.19     Judgment
Currency.  If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding that on which final judgment is
given.  The obligation of each Borrower
in respect of any such sum due from it to the Administrative Agent or the
Lenders hereunder or under the other Loan Documents shall, notwithstanding any
judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by
the Administrative Agent of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent from
any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent or
the Person to whom such obligation was owing against such loss.  If the amount of the Agreement Currency so
purchased is greater than the sum originally due to the Administrative Agent in
such currency, the Administrative Agent agrees to return the amount of any
excess to such Borrower (or to any other Person who may be entitled thereto
under applicable Law).


SECTION 10.20     Lender
Action.  Each Lender agrees that it
shall not take or institute any actions or proceedings, judicial or otherwise,
for any right or remedy against any Loan Party or any other obligor under any
of the Loan Documents or the Secured Hedge Agreements (including the exercise
of any right of setoff, rights on account of any banker’s lien or similar claim
or other rights of self-help), or institute any actions or proceedings, or
otherwise commence any remedial procedures, with respect to any Collateral or any
other property of any such Loan Party, without the prior written consent of the
Administrative Agent.  The provision of
this Section 10.20 are for the sole benefit of the Lenders and shall not afford
any right to, or constitute a defense available to, any Loan Party.


SECTION 10.21     USA
PATRIOT Act.  Each Lender hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Act.


SECTION 10.22     Agent for Service of Process.  The Borrower agrees that promptly following
request by the Administrative Agent it shall cause each material Foreign
Subsidiary or for whose account a Letter of Credit is issued to appoint and
maintain an agent reasonably satisfactory to the Administrative Agent to
receive service of process in New York City on behalf of such material Foreign
Subsidiary.


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



 184














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


	
   

  	
  TRAVELPORT LLC,

  
	
   

  	
  as Borrower,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kevin P. Monaco

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kevin P. Monaco

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRAVELPORT LIMITED,

  
	
   

  	
  as Holdings

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kevin P. Monaco

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kevin P. Monaco

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WALTONVILLE LIMITED,

  
	
   

  	
  as Intermediate Parent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kevin P. Monaco

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kevin P. Monaco

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
   Treasurer

  
						



 











 


	
  

  	
  UBS AG, Stamford Branch, as
  Administrative 

  Agent, as an L/C Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Richard L. Tavrow

  
	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mary E. Evans

  
	
   

  	
   

  	
   

  	
  Title: Associate Director

  



 











 


	
  

  	
  UBS LOAN FINANCE LLC, as a
  Lender 

  and as Swing Line Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Richard L. Tavrow

  
	
   

  	
   

  	
   

  	
  Title:Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mary E. Evans

  
	
   

  	
   

  	
   

  	
  Title: Associate Director

  



 











 


	
  

  	
   

  	
  UBS SECURITIES LLC, as Co-Lead
  Arranger and Joint Bookrunner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Richard L. Tavrow

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Mary E. Evans

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Associate Director

  



 











 


	
  

  	
  CREDIT SUISSE SECURITIES (USA) 

  LLC, as Syndication Agent, Co-Lead 

  Arranger and Joint Bookrunner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James S. Finch

  	
   

  
	
   

  	
   

  	
   

  	
  Name: James S. Finch

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 











 


	
  

  	
   

  	
  LEHMAN BROTHERS INC., as Joint
  

  Bookrunner and Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ William J. Hughes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: William J. Hughes

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 











 


	
  

  	
  J.P. MORGAN SECURITIES INC., as
  

  Co-Documentation Agent and Joint Bookrunner,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jack D. Smith

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jack D. Smith

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as 

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard C. Smith

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Richard C. Smith

  
	
   

  	
   

  	
   

  	
  Title: Executive Director

  



 











 


	
  

  	
  GOLDMAN SACHS CREDIT 

  PARTNERS L.P., as Co-Documentation 

  Agent, Joint Bookrunner and as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Bruce H. Mendelsohn

  	
   

  
	
   

  	
   

  	
  Name: Bruce H. Mendelsohn

  
	
   

  	
   

  	
  Title: Authorized Signatory