exv4w1






Exhibit 4.1



EXECUTION VERSION




INDENTURE




Dated as of November 30, 2011



Among



TRAVELPORT LLC



the Guarantors listed herein



and



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee and Collateral Agent



SERIES A SECOND PRIORITY SENIOR SECURED NOTES DUE 2016

SERIES B SECOND PRIORITY SENIOR SECURED NOTES DUE 2016




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1



	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	42	 
	Section 1.03 Incorporation by Reference of Certain Trust Indenture Act Provisions
	 	 	43	 
	Section 1.04 Rules of Construction
	 	 	43	 
	Section 1.05 Acts of Holders
	 	 	44	 
	Section 1.06 Currency Equivalents Generally
	 	 	46	 
	Section 1.07 Accounting Terms
	 	 	46	 
	Section 1.08 Rounding
	 	 	47	 
	Section 1.09 References to Agreements, Laws, Etc
	 	 	47	 
	Section 1.10 Times of Day
	 	 	47	 
	Section 1.11 Timing of Payment or Performance
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 2



	THE NOTES

	 
	 	 	 	 
	Section 2.01 Form and Dating; Terms
	 	 	47	 
	Section 2.02 Execution and Authentication
	 	 	48	 
	Section 2.03 Registrar or Paying Agent
	 	 	49	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	50	 
	Section 2.05 Holder Lists
	 	 	50	 
	Section 2.06 Transfer and Exchange
	 	 	50	 
	Section 2.07 Replacement Notes
	 	 	55	 
	Section 2.08 Outstanding Notes
	 	 	55	 
	Section 2.09 Treasury Notes
	 	 	56	 
	Section 2.10 Temporary Notes
	 	 	56	 
	Section 2.11 Cancellation
	 	 	56	 
	Section 2.12 Defaulted Interest
	 	 	57	 
	Section 2.13 CUSIP/COMMON CODE/ISIN Numbers
	 	 	57	 
	Section 2.14 Calculation of Principal Amount of Securities
	 	 	57	 
	Section 2.15 Payment of Interest
	 	 	58	 
	Section 2.16 Payments Generally
	 	 	59	 
	Section 2.17 Ratable Payments
	 	 	60	 
	 
	 	 	 	 
	ARTICLE 3



	REDEMPTION

	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	60	 






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	 	 	Page	 
	 
	 	 	 	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	60	 
	Section 3.03 Notice of Redemption
	 	 	61	 
	Section 3.04 Effect of Notice of Redemption
	 	 	62	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	62	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	62	 
	Section 3.07 Optional Redemption
	 	 	63	 
	Section 3.08 Mandatory Redemption
	 	 	63	 
	Section 3.09 Redemption Price
	 	 	65	 
	Section 3.10 Repayment of First Lien Credit Agreement
	 	 	65	 
	 
	 	 	 	 
	ARTICLE 4



	AFFIRMATIVE COVENANTS; REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 4.01 Financial Statements
	 	 	65	 
	Section 4.02 Certificates; Other Information
	 	 	66	 
	Section 4.03 Notices
	 	 	67	 
	Section 4.04 Payment of Obligations
	 	 	68	 
	Section 4.05 Preservation of Existence, Etc.
	 	 	68	 
	Section 4.06 Maintenance of Properties
	 	 	68	 
	Section 4.07 Maintenance of Insurance
	 	 	68	 
	Section 4.08 Compliance with Laws
	 	 	69	 
	Section 4.09 Books and Records
	 	 	69	 
	Section 4.10 Inspection Rights
	 	 	69	 
	Section 4.11 Covenant to Guarantee Obligations and Give Security
	 	 	69	 
	Section 4.12 Compliance with Environmental Laws
	 	 	72	 
	Section 4.13 Further Assurances and Post-Closing Conditions
	 	 	72	 
	Section 4.14 Designation of Subsidiaries
	 	 	73	 
	Section 4.15 Flood Insurance
	 	 	74	 
	Section 4.16 Orbitz Indebtedness
	 	 	74	 
	Section 4.17 Post-Closing Matters
	 	 	74	 
	Section 4.18 [Reserved.]
	 	 	75	 
	Section 4.19 Taxes
	 	 	75	 
	Section 4.20 Payment of Notes
	 	 	75	 
	Section 4.21 Maintenance of Office or Agency
	 	 	75	 
	Section 4.22 Stay, Extension and Usury Laws
	 	 	76	 
	Section 4.23 Representations and Warranties
	 	 	76	 
	 
	 	 	 	 
	ARTICLE 5



	NEGATIVE COVENANTS

	 
	 	 	 	 
	Section 5.01 Liens
	 	 	77	 
	Section 5.02 Investments
	 	 	81	 
	Section 5.03 Indebtedness
	 	 	85	 
	Section 5.04 Fundamental Changes
	 	 	88	 
	Section 5.05 Dispositions
	 	 	89	 






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	 	 	Page	 
	 
	 	 	 	 
	Section 5.06 Restricted Payments
	 	 	92	 
	Section 5.07 Change in Nature of Business
	 	 	94	 
	Section 5.08 Transactions with Affiliates
	 	 	94	 
	Section 5.09 Burdensome Agreements
	 	 	95	 
	Section 5.10 Accounting Changes
	 	 	96	 
	Section 5.11 Prepayments, Etc. of Indebtedness
	 	 	96	 
	Section 5.12 Equity Interests of the Issuer and Restricted Subsidiaries
	 	 	97	 
	Section 5.13 Holding Company; Foreign Subsidiaries
	 	 	97	 
	 
	 	 	 	 
	ARTICLE 6



	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	97	 
	Section 6.02 Acceleration
	 	 	100	 
	Section 6.03 Other Remedies
	 	 	101	 
	Section 6.04 Waiver of Past Defaults
	 	 	101	 
	Section 6.05 Control by Majority
	 	 	101	 
	Section 6.06 Limitation on Suits
	 	 	101	 
	Section 6.07 Collection Suit by Trustee
	 	 	102	 
	Section 6.08 Restoration of Rights and Remedies
	 	 	102	 
	Section 6.09 Rights and Remedies Cumulative
	 	 	102	 
	Section 6.10 Delay or Omission Not Waiver
	 	 	103	 
	Section 6.11 Trustee May File Proofs of Claim
	 	 	103	 
	Section 6.12 Priorities
	 	 	103	 
	Section 6.13 Undertaking for Costs
	 	 	104	 
	Section 6.14 Rights of Holders of Notes to Receive Payment.
	 	 	104	 
	 
	 	 	 	 
	ARTICLE 7



	TRUSTEE

	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	105	 
	Section 7.02 Rights of Trustee
	 	 	106	 
	Section 7.03 Individual Rights of Trustee
	 	 	107	 
	Section 7.04 Trustee’s Disclaimer
	 	 	107	 
	Section 7.05 Notice of Defaults
	 	 	107	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	108	 
	Section 7.07 Compensation and Indemnity
	 	 	108	 
	Section 7.08 Replacement of Trustee
	 	 	109	 
	Section 7.09 Successor Trustee by Merger, Etc.
	 	 	110	 
	Section 7.10 Eligibility; Disqualification
	 	 	110	 
	Section 7.11 Preferential Collection of Claims Against Issuer
	 	 	110	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 8



	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	110	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	110	 
	Section 8.03 Covenant Defeasance
	 	 	111	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	112	 
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	113	 
	Section 8.06 Repayment to Issuer
	 	 	114	 
	Section 8.07 Reinstatement
	 	 	114	 
	 
	 	 	 	 
	ARTICLE 9



	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	114	 
	Section 9.02 With Consent of Holders of Notes
	 	 	115	 
	Section 9.03 Notation on or Exchange of Notes
	 	 	117	 
	Section 9.04 Trustee to Sign Amendments, Etc.
	 	 	117	 
	Section 9.05 Payment for Consent
	 	 	118	 
	Section 9.06 Additional Voting Terms
	 	 	118	 
	Section 9.07 Replacement of Specified Holders under Certain Circumstances
	 	 	118	 
	 
	 	 	 	 
	ARTICLE 10



	GUARANTEES

	 
	 	 	 	 
	Section 10.01 Guarantee
	 	 	119	 
	Section 10.02 Reserved
	 	 	119	 
	Section 10.03 Reserved
	 	 	119	 
	Section 10.04 Reserved
	 	 	119	 
	Section 10.05 Benefits Acknowledged
	 	 	119	 
	 
	 	 	 	 
	ARTICLE 11



	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	120	 
	Section 11.02 Application of Trust Money
	 	 	121	 
	 
	 	 	 	 
	ARTICLE 12



	COLLATERAL DOCUMENTS

	 
	 	 	 	 
	Section 12.01 Collateral Documents
	 	 	121	 
	Section 12.02 Authorization of Actions to Be Taken
	 	 	123	 






iv









 






	 	 	 	 	 
	 	 	Page	 
	Section 12.03 Further Assurances
	 	 	123	 
	Section 12.04 Collateral and Guaranty Matters
	 	 	124	 
	Section 12.05 Appointment of Collateral Agent
	 	 	126	 
	 
	 	 	 	 
	ARTICLE 13



	MISCELLANEOUS

	 
	 	 	 	 
	Section 13.01 Trust Indenture Act
	 	 	126	 
	Section 13.02 Notices
	 	 	126	 
	Section 13.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	127	 
	Section 13.04 Certificate and Opinion as to Conditions Precedent
	 	 	127	 
	Section 13.05 Statements Required in Certificate or Opinion
	 	 	127	 
	Section 13.06 Rules by Trustee and Agents
	 	 	128	 
	Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	128	 
	Section 13.08 Governing Law
	 	 	128	 
	Section 13.09 Waiver of Jury Trial
	 	 	128	 
	Section 13.10 Force Majeure
	 	 	129	 
	Section 13.11 No Adverse Interpretation of Other Agreements
	 	 	129	 
	Section 13.12 Successors
	 	 	129	 
	Section 13.13 Severability
	 	 	129	 
	Section 13.14 Counterpart Originals
	 	 	129	 
	Section 13.15 Table of Contents, Headings, Etc.
	 	 	129	 
	Section 13.16 Currency of Account; Conversion of Currency; Foreign Exchange Restrictions

	 	 	130	 
	
Section 13.17 Confidentiality
	 	 	131	 
	Section 13.18 Holder Action
	 	 	132	 
	Section 13.19 USA Patriot Act
	 	 	132	 
	Section 13.20 Intercreditor Agreement
	 	 	133	 
	Section 13.21 Attorney Costs, Expenses and Taxes
	 	 	133	 
	Section 13.22 [Reserved]
	 	 	134	 
	Section 13.23 Payments Set Aside
	 	 	134	 
	Section 13.24 Interest Rate Limitation
	 	 	134	 
	Section 13.25 Survival of Representations and Warranties
	 	 	134	 
	 
	 	 	 	 
	ARTICLE 14



	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

	 
	 	 	 	 
	Section 14.01 Taxes
	 	 	134	 
	Section 14.02 Illegality
	 	 	137	 
	Section 14.03 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Notes
	 	 	138	 
	Section 14.04 Matters Applicable to All Requests for Compensation
	 	 	139	 
	Section 14.05 Survival
	 	 	139	 






v









 






	 	 	 

	SCHEDULES	 	 

	 	 	 

	1.01A	 	Certain Security Interests and Guarantees

	1.01B	 	Unrestricted Subsidiaries

	1.01C	 	Excluded Subsidiaries

	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

	 	 	 

	EXHIBITS	 	 

	 	 	 

	Exhibit A	 	Form of Note

	Exhibit B	 	Form of Certificate of Transfers

	Exhibit C	 	Form of Compliance Certificate

	Exhibit D	 	Second Lien Guaranty

	Exhibit E	 	Second Lien Security Agreement

	Exhibit F	 	Intellectual Property Security Agreement

	Exhibit G	 	Intercreditor Agreement








vi











 





          INDENTURE, dated as of November 30, 2011, among Travelport LLC, a Delaware limited liability
company ( the “Issuer”), the Guarantors (as defined herein) listed on the signature pages
hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee and
Collateral Agent.



W I T N E S S E T H




          WHEREAS, the Issuer entered into that certain second lien credit agreement, dated as of
September 30, 2011, with Travelport Limited, as parent guarantor, Waltonville Limited and TDS
Investor (Luxembourg) S.à.r.l., as intermediate parent guarantors, Wells Fargo Bank, National
Association, as administrative agent and as collateral agent, and each lender from time to time
party thereto (the “Second Lien Credit Agreement”).



          WHEREAS, pursuant to Section 6.18 of the Second Lien Credit Agreement and the obligations
thereunder, upon delivery to the Issuer of an irrevocable written request (the “Request”)
given no later than sixty calendar days after September 30, 2011 from lenders thereunder holding
more than 50% of the Total Outstandings (as defined below) with respect to the Tranche B Term Loans
(as defined below), the Issuer shall commence an offer to convert any and all Loans outstanding
under the Second Lien Credit Agreement into a like aggregate principal amount of debt securities of
the Issuer under the terms and conditions set forth in the Second Lien Credit Agreement (the
“Bond Conversion Offer”).



          WHEREAS, in accordance with Section 6.18 of the Second Lien Credit Agreement, on October 31,
2011, Lenders holding more than 50% of the Total Outstandings with respect to the Tranche B Term
Loans delivered such Request to the Issuer to commence the Bond Conversion Offer.



          WHEREAS, in order to consummate the Bond Conversion Offer in accordance with the terms and
conditions set forth in the Second Lien Credit Agreement, the Issuer has duly authorized the
creation of an issue of $346,254,085.00 aggregate principal amount of the Issuer’s Second Priority
Senior Secured Notes due 2016;



          WHEREAS, the Issuer and each of the Guarantors has duly authorized the execution and delivery
of this Indenture.



          NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the Second Priority Senior
Secured Notes due 2016.



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE



     Section 1.01 Definitions.



          “2016 Senior Notes” means $250,000,000 in aggregate principal amount of the Issuer’s
9% senior dollar fixed rate notes due 2016.



 









 





          “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, Issuer and the Restricted Subsidiaries in the definition
of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries),
all as determined on a consolidated basis for such Acquired Entity or Business.



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



          “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” means any Registrar or Paying Agent.



          “Applicable Currency Equivalent” has the meaning specified therefor in Section 1.06.



          “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to
such transfer or exchange.



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



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



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



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



          “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law for the
relief of debtors.



          “Bond Conversion Offer” has the meaning set forth in the third paragraph of the
recitals hereto.



          “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized to close under the Laws, and, if such



2









 




day relates to any interest rate settings or to any dealings in Dollars to be carried out
pursuant to this Indenture in respect of any Notes, means any such day on which dealings in
deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.




          “Capital Expenditures” means, for any period, the aggregate of (a) all expenditures
(whether paid in cash or accrued as liabilities) by Holdings, the Issuer 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 Issuer 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 Issuer and the Restricted Subsidiaries during such period; provided that, the
term “Capital Expenditures” shall not include (i) expenditures made in connection with the
replacement, substitution, restoration or repair of assets to the extent financed with (x)
insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored
or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation
of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously
with the trade-in of existing equipment to the extent that the gross amount of such purchase price
is reduced by the credit granted by the seller of such equipment for the equipment being traded in
at such time, (iii) the purchase of plant, property or equipment or software to the extent financed
with the proceeds of Dispositions that are not required to be applied to prepay any First Lien
Loans pursuant to Section 2.05(b) of the First Lien Credit Agreement or Indebtedness pursuant to
Section 3.08 of this Indenture, (iv) expenditures that constitute any part of Consolidated Lease
Expense, (v) expenditures that are accounted for as capital expenditures by Holdings, the Issuer or
any Restricted Subsidiary and that actually are paid for by a Person other than Holdings, the
Issuer or any Restricted Subsidiary and for which none of Holdings, the Issuer 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 Issuer 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 Issuer 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



3









 




reflected as capitalized costs on the consolidated balance sheet of the Issuer and the
Restricted Subsidiaries.




          “Cash Equivalents” means any of the following types of Investments, to the extent
owned by Holdings, the Issuer 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 Holder 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 Holders) 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);



4









 





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



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



          “Change of Control” means the earliest to occur of:



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




          (i) any time prior to the consummation of a Qualifying IPO, and for any reason
whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to
designate (and do so designate) a majority of the board of directors of Holdings at such
time or (B) the Permitted Holders own a majority of the outstanding voting Equity Interests
of Holdings at such time, or




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



5









 





          (b) any “Change of Control” (or any comparable term) in any document pertaining to the First
Lien Credit Agreement, the 2016 Senior Notes, the High Yield Notes, any Junior Financing or any
Permitted Refinancing Indebtedness with an aggregate outstanding principal amount in excess of the
Threshold Amount; or



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



          “Closing Date” means September 30, 2011, which is the date of the Second Lien Credit
Agreement.



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



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



          “Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as
collateral agent under any of the Note Documents, or any successor collateral agent.



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



          (a) the Collateral Agent shall have received each Collateral Document required to be delivered
pursuant to Section 4.11 at such time, duly executed by each Obligor party thereto;



          (b) all Obligations shall have been unconditionally guaranteed on or prior to the Closing Date
by Holdings, TDS Intermediate Parent, any Intermediate Holding Company that is not an Excluded
Subsidiary and each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and not an
Excluded Subsidiary;



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



          (d) the Obligations and the Guaranties delivered on or prior to the date hereof shall have
been secured by a second-priority security interest in: (i) all of the Equity Interests of the
Issuer, (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
5.03(g)) of each wholly owned direct Subsidiary of Holdings, TDS Intermediate Parent, an
Intermediate Holding Company, the Issuer or a Domestic Subsidiary of Holdings that is a Guarantor
on the Closing Date and (iii) 65% of the issued and outstanding Equity Interests of each wholly
owned Foreign Subsidiary that is directly owned by Holdings, an Intermediate Holding Company, the
Issuer or any Domestic Subsidiary of Holdings that is a Guarantor on the Closing Date;



6









 





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



          (f) subject to the Intercreditor Agreement and Section 4.11(c), with respect to each domestic
deposit account and other domestic bank and securities accounts (other than Excluded Accounts (as
defined in the Second Lien Security Agreement)), maintained by the Issuer or any Domestic Guarantor
with any depositary bank or securities intermediary, the Collateral Agent shall have received a
counterpart, duly executed and delivered by the Issuer or the applicable Domestic Guarantor and
such depositary bank or securities intermediary, as the case may be, of a control agreement, as
soon as practicable but in no event later than one hundred twenty days after the Discharge Date;



          (g) none of the Collateral shall be subject to any Liens other than Liens permitted by Section
5.01;



          (h) subject to Section 4.17, the Collateral Agent shall have received (i) counterparts of a
second lien Mortgage with respect to (x) the owned real property of the Obligors located at 5350
South Valentia Way, Greenwood Village, Colorado delivered in accordance with Section 4.17 and (y)
each owned property required to be delivered pursuant to Section 4.11 (the “Mortgaged
Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or
policies of title insurance issued by a nationally recognized title insurance company insuring the
Lien of each such Mortgage as a valid second-priority Lien on the property described therein, free
of any other Liens except as expressly permitted by Section 5.01, together with such endorsements,
coinsurance and reinsurance as the Collateral Agent may reasonably request, and (iii) such existing
surveys, existing abstracts, existing appraisals, legal opinions and other existing available
documents as the Collateral Agent may reasonably request with respect to any such Mortgaged
Property;



          (i) subject to Section 4.17 and clause (k) below, Holdings and the Issuer shall use
commercially reasonable best efforts to ensure that, to the extent permitted by Law and subject to
no material adverse tax, regulatory or legal consequences (as determined by Holdings in good
faith), the Obligations shall be unconditionally guaranteed in full by each Restricted Subsidiary
of Holdings (other than an Excluded Subsidiary) that is not required to provide a guarantee
pursuant to clause (b) above, and upon the actual execution and delivery of each such guarantee
pursuant to this Indenture (by executing and delivering a Second Lien Guaranty Supplement), such
guarantee will also be considered a Second Lien Guaranty and such guarantor will also be considered
a Guarantor for all purposes of this Indenture and the other Note Documents;



7









 





          (j) subject to Section 4.17 and clause (k) below, Holdings and the Issuer shall use
commercially reasonable best efforts to ensure that, to the extent permitted by Law and subject to
no material adverse tax, regulatory or legal consequences (as determined by Holdings in good
faith), the Obligations and the Guaranties shall have been secured by a second-priority security
interest in: (i) 100% of the Equity Interests of each direct wholly owned Foreign Subsidiary of
Holdings (to the extent not already subject to a 100% pledge pursuant to clause (d) above), (ii)
100% of the issued and outstanding non-voting Equity Interests of each direct wholly owned Foreign
Subsidiary of a Guarantor (other than Holdings) or of the Issuer (to the extent not already subject
to a 100% pledge pursuant to clause (d) above) and (iii) 65% of the issued and outstanding voting
Equity Interests of each direct wholly owned Foreign Subsidiary of a Guarantor (other than
Holdings) or of the Issuer (to the extent not already subject to a 65% pledge pursuant to clause
(d) above); provided that, with respect to each direct wholly owned Foreign Subsidiary of a
Guarantor (other than Holdings) or of the Issuer the non-voting Equity Interests of such Foreign
Subsidiary pledged pursuant to the foregoing clause (ii) and voting Equity Interests of such
Foreign Subsidiary pledged pursuant to the foregoing clause (iii) shall collectively not exclude
more than an immaterial portion of the economic value of such Foreign Subsidiary; and



          (k) no Restricted Subsidiary shall be required to provide a guarantee pursuant to clause (i)
above (and any such Restricted Subsidiary shall be automatically released from its obligations
under the Second Lien Guaranty) or have its Equity Interests pledged pursuant to clause (j) above
(and any such Equity Interest pledged shall be automatically released) if it is determined by
Holdings acting in good faith that (i) the total assets of such Restricted Subsidiary on a
consolidated basis have a value of less than $2,500,000 as of the date of the most recent financial
information prepared for such Restricted Subsidiary (or, if such financial information has not
been prepared within the prior twelve months, as of a reasonably recent date determined by such
Restricted Subsidiary) or (ii) there are holders of minority interests in such Restricted
Subsidiary or pledges or Liens on the assets of such Restricted Subsidiary or any other arrangement
that would prevent the economic value of such Restricted Subsidiary from being available to the
Second Lien Secured Parties in an Insolvency Proceeding of Holdings.



          For purposes of clauses (i) and (j) above, commercially reasonable best efforts shall include
appropriate amendments to charters and/or the interposition of intermediate holding companies in
furtherance of the requirements of this definition.



          The foregoing definition shall not require the creation or perfection of pledges of or
security interests in, or the obtaining of title insurance or surveys with respect to, particular
assets if and for so long as, in the reasonable judgment of (x) until the Discharge of First
Priority Claims (as defined in the Intercreditor Agreement), the First Priority Collateral Agent
and (y) from and after the Discharge of First Priority Claims (as defined in the Intercreditor
Agreement), the Required Holders (in each case, such judgment to be confirmed in writing by notice
to the Issuer), 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 Holders therefrom. The Collateral Agent may grant extensions
of time for the perfection of security interests in or the obtaining of title insurance with
respect to particular assets (including extensions beyond the Closing Date for the perfection of
security interests in the assets of the Obligors on such date) where it reasonably determines,
based upon



8









 




an Officers’ Certificate of the Issuer, that perfection cannot be accomplished without undue
effort or expense by the time or times at which it would otherwise be required by this Indenture or
the Collateral Documents.




          Notwithstanding the foregoing provisions of this definition or anything in this Indenture or
any other Note Document to the contrary, (a) with respect to leases of real property entered into
by the Issuer or any other Domestic Guarantor, the Issuer shall not be required to take any action
with respect to creation or perfection of security interests with respect to such leases, (b) Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall
be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the
Closing Date and, to the extent appropriate in the applicable jurisdiction and (c) Orbitz TopCo and
its Subsidiaries shall not be subject to the Collateral and Guarantee Requirements other than
pursuant to Section 4.16.



          Notwithstanding anything to the contrary herein or in any other Note Document, the Obligations
and Guaranties shall not be secured by any Person’s rights, title or interest in or to the Notes
held by such Person.



          Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on
the Tranche A Intercompany Note or the Series A Notes until the Permitted Transfer Date.



          “Collateral Documents” means, collectively, the Intercreditor Agreement, the Second
Lien Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the
mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge
agreements, control agreements or other similar agreements delivered to the Collateral Agent for
the benefit of the Holders pursuant to Section 4.11, Section 4.13 or Section 4.17, the Second Lien
Guaranty and each of the other agreements, instruments or documents that creates or purports to
create a Lien or Guarantee in favor of the Collateral Agent, as the case may be, for the benefit of
the Second Lien Secured Parties.



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



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



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




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



9









 






          (ii) provision for taxes based on income, profits or capital of Holdings, the Issuer
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 (other than any amounts that could be added back to Consolidated EBITDA pursuant to
clause (vi) or (ix) below, but for the cap contained therein);




          (vi) restructuring charges or reserves (including restructuring costs related to
acquisitions after the Closing Date and to closure/consolidation of facilities), which
amount, when combined with the amounts added pursuant to clause (ix) below, shall not exceed
$35,000,000 for any period consisting of four consecutive quarters;




          (vii) any deductions attributable to minority interests;




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




          (ix) the amount of any restructuring charges, integration costs or other business
optimization expenses or reserves deducted (and not added back) in such period in computing
Consolidated Net Income, including any one-time costs incurred in connection with
acquisitions after the Closing Date and costs related to the closure and/or consolidation of
facilities, the separation from Cendant Corporation and the business-to-consumer platform,
which amount, when combined with the amounts added pursuant to clause (vi) above, shall not
exceed $35,000,000 for any period consisting of four consecutive fiscal quarters;




          (x) any costs or expenses incurred by Holdings, the Issuer 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 Issuer or net cash proceeds of an issuance of Equity Interests of
Holdings (other than Disqualified Equity Interests); and




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



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



10









 






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




          (ii) non-cash gains (excluding any non-cash gain to the extent it represents the
reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA
in any prior period);




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




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




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




          (vi) United EBITDA;




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




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




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




          (iii) there shall be included in determining Consolidated EBITDA for any period,
without duplication, (A) the Acquired EBITDA of any Person, property, business or asset
acquired by Holdings, Intermediate Parent, TDS Intermediate Parent, the Issuer 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 Issuer 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”, 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 Trustee and (C) for
purposes of determining the



11









 






Total Leverage Ratio only, there shall be excluded in determining Consolidated EBITDA
for any period the Disposed EBITDA of any Person, property, business or asset sold,
transferred or otherwise disposed of by Holdings, the Issuer or any Restricted Subsidiary
during such period (each such Person, property, business or asset so sold or disposed of, a
“Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity
or Business for such period (including the portion thereof occurring prior to such sale,
transfer or disposition).


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




          “Consolidated Lease Expense” means, for any period, all rental expenses of Holdings,
the Issuer 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
5.05(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 Issuer 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) any fees and expenses incurred during such period, or any
amortization thereof for such period, in connection with any acquisition, investment, asset
disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction
or amendment or other modification of any debt instrument (in each case, including any such
transaction consummated prior to the Closing Date and any such transaction undertaken but not
completed) and any charges or integration or non-



12









 




recurring merger costs incurred during such period as a result of any such transaction
(including, without limitation, (i) bonuses paid in connection with the Gullivers Travel Associates
Acquisition and (ii) any adjustments to liabilities owing to former owners of Orbitz under a tax
sharing agreement), (e) any income (loss) for such period attributable to the early extinguishment
of Indebtedness and (f) (i) accruals and reserves that are established within twelve months after
August 23, 2006 that are so required to be established as a result of the First Lien Original
Closing Date Transactions in accordance with GAAP and (ii) accruals and reserves that are
established within twelve months after the Worldspan Closing Date that are so required to be
established as a result of the Worldspan Transactions in accordance with GAAP; provided
that, for the avoidance of doubt, any net income attributable to a Restricted Subsidiary shall only
constitute Consolidated Net Income after deducting for any minority interests in such Restricted
Subsidiary. There shall be excluded from Consolidated Net Income for any period the purchase
accounting effects of adjustments to property and equipment, software and other intangible assets,
deferred revenue and debt line items in component amounts required or permitted by GAAP and related
authoritative pronouncements (including the effects of such adjustments pushed down to Holdings,
the Issuer and the Restricted Subsidiaries), as a result of the First Lien Original Closing Date
Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or
the amortization or write-off of any amounts thereof, net of taxes (other than the impact of
unfavorable contract liabilities and commission agreements under purchase accounting). In
addition, FASA Credits provided by Worldspan, L.P. to Northwest or Delta shall reduce consolidated
net income in the period in which such credit was provided regardless of accounting treatment in
accordance with GAAP, except to the extent FASA Credits have been prepaid with the proceeds of debt
issuances by Worldspan Technologies Inc.




          “Consolidated Total Debt” means, as of any date of determination, (a)(i) the aggregate
principal amount of Indebtedness of Holdings, the Issuer and the Restricted Subsidiaries
outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding
the effects of any discounting of Indebtedness resulting from the application of purchase
accounting in connection with the First Lien Original Closing Date Transaction or any Permitted
Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized
Leases and debt obligations evidenced by promissory notes or similar instruments, plus (ii)
the present value of all remaining payments due under the FASA Credits at an assumed 11% discount
rate (unless remaining payments under the FASA Credits are classified as a liability on the
consolidated balance sheet of Holdings, the Issuer and the Restricted Subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP, in which case, the amount under this
clause (ii) shall be the amount of such liability), minus (b) without duplication, the
aggregate amount of cash and Cash Equivalents credited to the First Lien Tranche S Collateral
Account as of such date and the aggregate amount of cash and Cash Equivalents (in each case, free
and clear of all Liens, other than nonconsensual Liens permitted by Section 5.01 and Liens
permitted by Section 5.01(a), Section 5.01(l), Section 5.01(r), Section 5.01(s), clauses (i) and
(ii) of Section 5.01(u) and Section 5.01(aa)) included in the consolidated balance sheet of
Holdings, the Issuer and the Restricted Subsidiaries as of such date; provided that, Consolidated
Total Debt shall not include the First Lien Synthetic L/C Facilities or the First Lien
Credit-Linked Deposits, except to the extent of First Lien Unreimbursed Amounts thereunder and
outstanding First Lien Tranche S Term Loans and First Lien Non-Extended Synthetic L/C Loans.



13









 





          “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 Issuer 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 Issuer 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 First
Lien Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion
of interest and (iv) the current portion of current and deferred income taxes.



          “Continuing Directors” means the directors of Holdings on the First Lien Original
Closing Date, as elected or appointed after giving effect to the First Lien Original Closing Date
Transaction and the other transactions contemplated hereby, and each other director, if, in each
case, such other directors’ nomination for election to the board of directors of Holdings (or the
Issuer after a Qualifying IPO of the Issuer) 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 Issuer after a Qualifying IPO of the Issuer).



          “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.”



          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to
the Holders and the Issuer.



          “Cost-Protected Holder” has the meaning specified in Section 14.01.



          “Custodian” means the Trustee, as custodian with respect to the Notes in global form,
or any successor entity thereto.



          “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
is, or with the passage of time or the giving of notice or both would be, an Event of Default.



14









 





          “Default Rate” means, with respect to any Note, an interest rate equal to the interest
rate otherwise applicable to such Note plus 2.0% per annum, in each case, to the fullest extent
permitted by applicable Laws.



          “Default Interest” means that portion, if any, of interest accruing at the Default
Rate.



          “Definitive Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A,
except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.



          “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 Issuer.



          “Designated Non-Cash Consideration” means the fair market value of non-cash
consideration received by Holdings, the Issuer or a Restricted Subsidiary in connection with a
Disposition pursuant to Section 5.05(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 one hundred and eighty days following the consummation of the applicable
Disposition).



          “Determination Date,” with respect to an Interest Period, means the second London
Banking Day preceding the first day of such Interest Period.



          “Discharge Date” has the meaning specified in Section 4.11(c).



          “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period,
the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if
references to Holdings, the Issuer 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.



          “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.



          “Depositary” means, with respect to the Notes issuable or issued in whole or in part
in global form, any Person specified in Section 2.03 hereof as the Depositary, and any and all
successors thereto appointed as Depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.



15









 





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



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



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



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



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



          “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
Issuer, any other Obligor or any of their respective Subsidiaries directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



16









 





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



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



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



          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is
under common control with any Obligor 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 Obligor 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 Obligor 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 Obligor
or any ERISA Affiliate.



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



          “Escrow Exchange Date” means the date on which the Escrow Exchange (as defined in the
PIK Credit Agreement by reference to the Escrow Agreement) has been consummated and all Secured
Obligations (as defined in the Escrow Agreement) have been satisfied in full and terminated in
accordance with the terms of the PIK Credit Agreement and the Escrow Agreement.



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



          “Eurocurrency Rate Debt” means Indebtedness that bears interest at a rate based on
LIBOR.



          “Evidence of Holder Status” means presenting to the Issuer complete, unaltered copies
of trade confirmations, brokerage statements affidavits or other evidence reasonably satisfactory
to the Issuer with respect to the beneficial ownership of Notes by the applicable Specified Holder.



17









 





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



          (a) the sum, without duplication, of:




          (i) Consolidated Net Income for such period,




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




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




          (iii) the aggregate amount of all principal payments of Indebtedness of Holdings, the
Issuer and the Restricted Subsidiaries (including (A) the principal component of payments in
respect of Capitalized Leases, (B) any Mandatory Bond Prepayments and (C) the amount of any
mandatory redemption pursuant to Section 3.08(b) to the extent required due to a Disposition
that resulted in an increase to Consolidated Net Income and not in excess of the amount of
such increase, but excluding all other redemption of Notes) 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 Issuer or the Restricted Subsidiaries,




          (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings,
the Issuer 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,



18









 






          (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 Issuer
and the Restricted Subsidiaries during such period),




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




          (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior
fiscal years, the amount of Investments and acquisitions made during such period pursuant to
Section 5.02(b), (i) or (n) to the extent that such Investments and acquisitions were
financed with internally generated cash flow of Holdings, the Issuer and the Restricted
Subsidiaries,




          (viii) [Reserved],




          (ix) the aggregate amount of expenditures actually made by Holdings, the Issuer 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 Issuer 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 Issuer 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 Issuer following the end of such period; provided that,
to the extent the aggregate amount of internally generated cash actually utilized to finance
such Permitted Acquisitions during such period of four consecutive fiscal quarters is less
than the Contract Consideration, the amount of such shortfall shall be added to the
calculation of Excess Cash Flow at the end of such period of four consecutive fiscal
quarters, and




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



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder.



          “Exchange Rate” means on any day with respect to any currency other than Dollars, the
rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m.
(London time) on such day on the Reuters World Currency Page for



19









 




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 Trustee and the Issuer, or, in the absence
of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of
exchange of the Trustee 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 1.01C hereto, (c) any Subsidiary that
is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that
is a Subsidiary of (i) a Foreign Subsidiary of Issuer or (ii) a Foreign Subsidiary (other than an
Intermediate Holding Company or a Subsidiary of Issuer) of Holdings, (e) any Restricted Subsidiary
acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant
to Section 5.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness,
provided that, each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this
clause (e) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted
Subsidiary ceases to guarantee such secured Indebtedness, as applicable, and (f) any other
Subsidiary with respect to which, in the reasonable judgment of the Trustee (confirmed in writing
by notice to the Issuer), 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 Holders
therefrom.



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



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



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



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



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



20









 




party thereto and the other agents and arrangers named therein, and as further amended,
amended and restated, supplemented or otherwise modified from time to time; provided that, the term
First Lien Credit Agreement shall also include any renewal, extension, refunding, restructuring,
replacement or refinancing thereof (whether with the original lenders or with an administrative
agent or agents or other lenders, whether provided under the original First Lien Credit Agreement
or any other credit or other agreement or indenture and whether entered into concurrently with or
subsequent to the termination of the prior First Lien Credit Agreement). Any reference to the First
Lien Credit Agreement herein shall be deemed a reference to any First Lien Credit Agreement then in
existence.




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



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



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



          “First Lien Leverage Ratio” has the meaning assigned to such term in the First Lien
Credit Agreement.



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



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



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



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



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



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



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



21









 





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



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



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



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



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



          “Foreign Guarantor” means any Guarantor that is not a Domestic Guarantor.



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



          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or
agreement maintained or contributed to by, or entered into with, any Obligor 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.



          “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 Issuer 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 Notes and the First Lien Loans.



          “GAAP” means generally accepted accounting principles in the United States of America,
as in effect from time to time; provided, however that, if the Issuer notifies the Trustee
that the Issuer requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Trustee notifies the Issuer that the Holders of a majority in aggregate
principal amount of the then outstanding Notes 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.



22









 





          “Global Note Legend” means the legend set forth in Section 2.06(f) hereof, which is
required to be placed on all Global Notes issued under this Indenture.



          “Global Notes” means, individually and collectively, each Global Note, substantially
in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or
2.06(f)(ii) hereof.



          “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.



          “Government Securities” means securities that are:



          (1) direct obligations of the United States of America for the timely payment of which its
full faith and credit is pledged; or



          (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America;


which in either case, are not callable or redeemable at the option of the issuers thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such Government Securities or a specific payment
of principal of or interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.




          “Guarantee” means, as to any Person, without duplication, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other monetary obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or
lease property, securities or services for the purpose of assuring the obligee in respect of such
Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or
other monetary obligation, (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or
other monetary obligation of the payment or performance thereof or to protect 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



23









 




any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien); provided that, the term “Guarantee” shall not include endorsements for collection or
deposit, in either case in the ordinary course of business, or customary and reasonable indemnity
obligations in effect on the Closing Date or entered into in connection with any acquisition or
disposition of assets permitted under this Indenture (other than such obligations with respect to
Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as
a verb has a corresponding meaning.




          “Guarantors” means Holdings and each Restricted Subsidiary that is required to and has
unconditionally guaranteed all Obligations, including the Notes in accordance with the terms of
this Indenture.



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



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



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



          “Holder” means the Person in whose name a Note is registered on the Registrar’s books.



          “Holdings” means Travelport Limited, a company incorporated under the laws of Bermuda.



          “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;



24









 





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



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



          (f) all Attributable Indebtedness;



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



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


For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, except to the
extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent
such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the
case of Holdings and its Subsidiaries, exclude all intercompany Indebtedness having a term not
exceeding three hundred and sixty-four 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.




          “Indemnitees” has the meaning assigned to such term in the Second Lien Credit
Agreement as of the date hereof (and includes only those parties that would be Indemnitees prior to
the consummation of the Bond Conversion Offer).



          “Indenture” means this Indenture, as amended or supplemented from time to time.



          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant.



          “Insolvency Proceeding” has the meaning assigned to such term in the Intercreditor
Agreement.



          “Intellectual Property Security Agreement” means the Intellectual Property Security
Agreement, dated as of the Closing Date, among Holdings, Intermediate Parent, TDS Intermediate
Parent, the Subsidiary Guarantors and Wells Fargo Bank, National Association, attached hereto as
Exhibit F.



25









 





          “Intercreditor Agreement” means (a) the Intercreditor Agreement, dated as of the
Closing Date, among the Collateral Agent, the First Priority Administrative Agent, the First
Priority Collateral Agent, the Issuer and the other Obligors, attached hereto as Exhibit G
or (b) any other intercreditor agreement among the Collateral Agent, the First Priority
Administrative Agent (if then in effect), the First Priority Collateral Agent (if then in effect),
the Issuer and the other Obligors and the other parties party thereto on terms that are no less
favorable in any material respect to the Second Lien Secured Parties as those contained in
Exhibit G, in each case, as amended, restated, supplemented or otherwise modified from time
to time (or replaced in connection with a Permitted Refinancing).



          “Interest Payment Date” means the last Business Day of each March, June, September and
December and the Maturity Date.



          “Interest Period” means the period commencing on and including an Interest Payment
Date and ending on and including the day immediately preceding the next succeeding Interest Payment
Date; provided, that the first Interest Period shall commence on and include the date hereof.



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



          “Intermediate Parent” means Waltonville Limited, a company incorporated under the laws
of Gibraltar.



          “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 three hundred and
sixty-four days (inclusive of any roll-over or extensions of terms) and made in the ordinary course
of business consistent with past practice) or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of all or substantially all of the property and assets or
business of another Person or assets constituting a business unit, line of business or division of
such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount
actually invested, without adjustment for subsequent increases or decreases in the value of such
Investment.



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



          “Investment Transaction” means, (a) the contribution of the Tranche A Term Loans
and/or Series A Notes to Travelport Guarantor as a capital contribution, (b) the guaranty



26









 




by Travelport Guarantor of certain obligations under the PIK Credit Agreement and the pledge
of the Tranche A Term Loans and/or Series A Notes to secure Travelport Guarantor’s obligations
under such guaranty, and the escrow arrangements related thereto, (c) the consummation of any other
transactions incidental to any of the foregoing and (d) the payment of fees and expenses in
connection with any of the foregoing.




          “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 Collateral Agent for the benefit
of the Second Lien Secured Parties.



          “IP Rights” means 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 the Obligors and their Subsidiaries own, or
possess the right to use.



          “Issuer” has the meaning set forth in the first paragraph of the recitals hereto.



          “Issuer Order” means a written request or order signed on behalf of the Issuer by an
Officer of the Issuer, who must be the principal executive officer, the principal financial
officer, the treasurer, an authorized person or the principal accounting officer of the Issuer, and
delivered to the Trustee.



          “Junior Financing” has the meaning specified in Section 5.11(a).



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



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



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



          “Lenders” has the meaning assigned to such term in Second Lien Credit Agreement.



          “LIBOR” with respect to an Interest Period, means the rate (expressed as a percentage
per annum) for deposits in Dollars for a three-month period beginning on the day on which dealings
in Dollars are transacted, with respect to a future date, are expected to be transacted in the
London interbank (a “London Banking Day”) after the Determination Date that appears on
Reuters Screen LIBOR01 Page (or such other page as may replace that page on that service or, if no
such replacement page exists or that service no longer exists, Bloomberg page BBAM1 (or such other
page as may replace that page on that service)) as of 11:00 a.m., London



27









 




time, on the Determination Date. If Reuters Screen LIBOR01 Page (or such other page as may
replace that page on that service or, if no such replacement page exists or that service no longer
exists, Bloomberg page BBAM1 (or such other page as may replace that page on that service)) does
not include such a rate or is unavailable on a Determination Date, the Calculation Agent will
request the principal London office of each of four major banks in the London interbank market, as
selected by the Calculation Agent, to provide such bank’s offered quotation (expressed as a
percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to
prime banks in the London interbank market for deposits in a Representative Amount in Dollars for a
three-month period beginning on the second London Banking Day after the Determination Date. If at
least two such offered quotations are so provided, LIBOR for the Interest Period will be the
arithmetic mean of such quotations. If fewer than two such quotations are so provided, the
Calculation Agent will request each of three major banks in New York City, as selected by the
Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of
approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a
Representative Amount in Dollars to leading European banks for a three-month period beginning on
the second London Banking Day after the Determination Date. If at least two such rates are so
provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer than
two such rates are so provided, then LIBOR for the Interest Period will be LIBOR in effect with
respect to the immediately preceding Interest Period.




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



          “Loans” has the meaning assigned to such term in Second Lien Credit Agreement.



          “London Banking Day” has the meaning specified in the definition of “LIBOR.”



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



          “Mandatory Bond Prepayments” has the meaning specified in the First Lien Credit
Agreement as in effect on the Closing Date.



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



          “Material Adverse Effect” means (a) a material adverse effect on the business,
operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its
Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Obligors (taken
as a whole) to perform their respective payment obligations under any Note Document to which any of
the Obligors is a party or (c) a material adverse effect on the rights and remedies of the Holders
or the Trustee or Collateral Agent under any Note Document.



28









 





          “Maturity Date” means December 1, 2016.



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



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



          “Mortgage Policies” has the meaning specified in Section 4.13(b)(ii).



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



          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.



          “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Obligor 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 Issuer or any Restricted
Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents
received in connection with such Disposition or Casualty Event (including any cash or Cash
Equivalents received by way of deferred payment pursuant to, or by monetization of, a note
receivable or otherwise, but only as and when so received and, with respect to any Casualty Event,
any insurance proceeds or condemnation awards in respect of such Casualty Event actually received
by or paid to or for the account of Holdings, the Issuer 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 Note Documents, the First Lien Debt Documents and Permitted
Refinancing Indebtedness), (B) the out-of-pocket expenses (including attorneys’ fees, investment
banking fees, survey costs, title insurance premiums, and related search and recording charges,
transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage,
consultant and other customary fees) actually incurred by Holdings, the Issuer or such Restricted
Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably
estimated to be actually payable in connection therewith, and (D) any reserves for adjustment in
respect of (x) the sale price of such assets or assets established in accordance with GAAP,
including working capital adjustments, (y) any liabilities associated with such asset or assets and
retained by Holdings, the Issuer or any Restricted Subsidiary after such sale or other disposition
thereof, including pension and other post-employment benefit liabilities and liabilities related to
environmental matters, and (z) any indemnification obligations associated with such asset or assets
or such transaction (provided that, solely with respect to the Permitted Disposition, amounts
deducted from Net Cash Proceeds pursuant to this subclause (D) shall not exceed, individually or in
the aggregate, $30,000,000), it



29









 




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 Issuer 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 days after such Disposition or Casualty
Event, the amount of such reserve; provided that, (x) no net cash proceeds calculated in accordance
with the foregoing realized in a single transaction or series of related transactions shall
constitute Net Cash Proceeds unless such net cash proceeds shall exceed $7,250,000 and (y) no such
net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until
the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $21,750,000
(and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds
under this clause (a)); and




          (b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Issuer 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 Issuer or such Restricted Subsidiary in connection with such incurrence or issuance.



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



          “Non-Consenting Holder” has the meaning specified in Section 9.07.



          “Non-U.S. Person” means a Person who is not a U.S. Person.



          “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 Issuer.



          “Notes” means the Second Priority Senior Secured Notes due 2016 of the Issuer issued
on the date hereof and any PIK Notes. The Notes shall be treated as a single class for all
purposes under this Indenture (provided that Notes of different Series shall be treated differently
to the extent so provided expressly in this Indenture). For purposes of this Indenture, all
references to “principal amount” of the Notes shall include any increase in the principal amount
thereof (including PIK Notes) in respect of PIK Interest.



          “Note Documents” means, collectively, (i) this Indenture, (ii) the Notes and (iii) the
Collateral Documents and any other instruments, certificates or documents executed and delivered or
to be delivered from time to time pursuant to this Indenture or the Collateral Documents, as the
same may be supplemented and amended from time to time in accordance with their respective terms.



          “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of
any transaction or event that is proposed to be applied to a particular use or



30









 




transaction, that such amount (a) was not required to be applied to prepay the First Lien
Loans or redeem the Notes pursuant to Section 3.08 hereof and (b) was not previously applied, or is
not simultaneously being applied, to any Investment, Restricted Payment or prepayment, redemption,
purchase, defeasance or other payment in respect of a Junior Financing pursuant to Section 5.02(n),
5.06(g)(i), 5.06(i) or 5.11(a).




          “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Obligor and its Subsidiaries arising under any Note Document or otherwise with
respect to any Note and all Surviving Indemnity Obligations, in each case, 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 Obligor or Subsidiary of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding, regardless of whether such interest and fees
are allowed claims in such proceeding. Without limiting the generality of the foregoing, the
Obligations of the Obligors under the Note Documents (and of their Subsidiaries to the extent they
have obligations under the Note Documents) include (i) the obligation (including guarantee
obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees,
Attorney Costs, indemnities and other amounts payable by any Obligor or its Subsidiaries under any
Note Document and (ii) the obligation of any Obligor or any of its Subsidiaries to reimburse any
amount in respect of any of the foregoing that any Holder or Specified Holder, in its sole
discretion, may elect to pay or advance on behalf of such Obligor or such Subsidiary.



          “Obligors” means, collectively, the Issuer and the Guarantors and each, individually,
an “Obligor”.



          “Officer” means the Chairman of the Board, the Chief Executive Officer, the President,
any Executive Vice President, Senior Vice President or Vice President, the Treasurer. the Secretary
or the authorized person of the Issuer.



          “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an
Officer of the Issuer, who must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Issuer, which meets the
requirements set forth in this Indenture.



          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to
the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.



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



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



31









 





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



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



          “Original Holdco Credit Agreement” means the Credit Agreement, dated as of March 27,
2007, among Travelport Holdings, Credit Suisse, Cayman Islands Branch, as the Administrative Agent,
the lenders and other financial institutions party thereto.



          “Other Sponsor” shall mean another financial sponsor identified to the Trustee that is
a purchaser of Equity Interests in Holdings on or prior to December 4, 2008.



          “Pari Passu Intercreditor Agreement” means the pari passu intercreditor agreement to
be entered into by and among the Issuer, the other Obligors, Wells Fargo Bank, National
Association, as Trustee and Collateral Agent (or any successor thereto) and any agent or trustee
acting on behalf of the lenders or noteholders under any credit or other agreement or indenture
evidencing any Permitted Refinancing Indebtedness or First Lien Credit Agreement Permitted
Refinancing Indebtedness which pari passu intercreditor agreement shall contain customary terms and
conditions including, inter alia, (i) an acknowledgment that all liens securing the Obligations,
any Permitted Refinancing Indebtedness or First Lien Credit Agreement Permitted Refinancing
Indebtedness (collectively, “Second Lien Obligations”) shall rank pari passu regardless of
date, time, method, manner or order of grant, attachment or perfection, (ii) all Second Lien
Obligations shall be secured by the same Collateral, (iii) any Collateral or proceeds thereof
(whether received in any insolvency proceeding or otherwise) shall be shared by the holders of the
Second Lien Obligations on a pro rata basis, and (iv) a prohibition on contesting the priority,
validity, perfection or enforceability of a lien securing any Second Lien Obligations.



          “Participant” means, with respect to the Depositary, a Person who has an account with
the Depositary.



          “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107 56 (signed into
law October 26, 2001)).



          “PBGC”
means the Pension Benefit Guaranty Corporation.



          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of



32









 




ERISA and is sponsored or maintained by any Obligor or any ERISA Affiliate or to which any
Obligor 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 5.02(i).



          “Permitted Disposition” means the disposition of GTA Holdco Limited, GTA Americas LLC,
Columbus Technology Developments Limited and Octopus Travel.com (USA) Ltd, in each case pursuant to
the Permitted Disposition Agreement.



          “Permitted Disposition Agreement” means the Share Purchase Agreement, dated as of
March 5, 2011 by and among Gullivers Services Limited, Travelport (Bermuda) Ltd. and Travelport
Inc., as the sellers, Travelport Limited, as the Travelport guarantor, Kuoni Holdings Plc, Kuoni
Holding Delaware, Inc. and KIT Solution AG, as the purchasers, and Kuoni Reisen Holding AG, as the
Kuoni guarantor.



          “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity
Interests of Holdings (and, after a Qualifying IPO, of the Issuer 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 5.03(e) or 5.03(v), such modification,
refinancing, refunding, renewal or extension has a final maturity date equal to or later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded,
renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of
Indebtedness permitted pursuant to Section 5.03(e) or 5.03(v), at the time thereof, no Event of
Default shall have occurred and be continuing, and (d) if such Indebtedness being modified,
refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 5.03(b) or
5.03(t), (i) to the extent such Indebtedness being



33









 




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 Holders 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 Obligors or the Holders than the terms and conditions of the Indebtedness being
modified, refinanced, refunded, renewed or extended and (iii) such modification, refinancing,
refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness
being modified, refinanced, refunded, renewed or extended.




          “Permitted Refinancing Indebtedness” means (a) Indebtedness of the Issuer and any
Guarantees thereof by the Guarantors incurred to refinance the Notes; provided that, (i) the stated
final maturity of such Indebtedness is not earlier than ninety-one days after the Maturity Date in
effect on the date of incurrence thereof, and such stated final maturity is not subject to any
conditions that could result in such stated final maturity occurring on a date that precedes such
ninety-first day (it being understood that acceleration or mandatory repayment, prepayment,
redemption or repurchase of such Indebtedness upon the occurrence of an event of default, a change
in control, an event of loss or an asset disposition shall not be deemed to constitute a change in
the stated final maturity thereof), (ii) such Indebtedness is not required to be repaid, prepaid,
redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one
or more events or at the option of any holder thereof (except, in each case, upon the occurrence of
an event of default, a change in control, an event of loss or an asset disposition) prior to the
date that is ninety-first days after the Maturity Date in effect on the date of incurrence thereof,
provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated)
of such Indebtedness shall be permitted so long as the Weighted Average Life to Maturity of such
Indebtedness shall be longer than the remaining Weighted Average Life to Maturity of the Notes
outstanding as of the date of incurrence thereof, (iii) such Indebtedness shall not be an
obligation (including pursuant to a Guarantee) of any Person other than the Issuer and the
Guarantors, (iv) 100% of the Net Cash Proceeds of such Indebtedness shall be applied, on the date
of the incurrence thereof to repay or redeem in whole or in part the outstanding Notes, (v) such
Indebtedness shall not be secured by any Lien on any property or assets of Holdings or any
Subsidiary, provided that any such Indebtedness 100% of the Net Cash Proceeds of which are applied
in accordance with clause (iv) above may be secured on a second priority basis by such property and
assets of Holdings and the Subsidiaries as secure the Obligations, and (vi) both immediately prior
and after giving effect thereto, no Default exists or would result therefrom and (b) any Permitted
Refinancing in respect of the Indebtedness referred to in clause (a) above.



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



          “Permitted Transfer Date” has the meaning specified in the PIK Credit Agreement.



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



34









 





          “PIK Credit Agreement” means the Amended and Restated Credit Agreement, dated October
3, 2011, among Travelport Holdings, Wells Fargo Bank, National Association, as administrative
agent, each lender from time to time party thereto and the other agents and arrangers named
therein.



          “PIK Guarantee” means any Guarantee by Holdings, the Issuer or any Restricted
Subsidiary in respect of any obligations of Travelport Holdings under the PIK Credit Agreement.



          “PIK Interest” has the meaning assigned to such term in Section 2.15.



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



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



          “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 Obligor or, with respect to any such plan
that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.



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



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



          “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean,
with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable,
the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following
transactions in connection therewith shall be deemed to have occurred as of the first day of the
applicable period of measurement in such test or covenant: (a) income statement



35









 




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




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



          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



          “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 Issuer of its common Equity Interests in an
underwritten primary public offering (other than an offering solely in respect of an employee stock
purchase program) in the United States, Canada, Switzerland or any member nation of the European
Union.



          “Redemption Price” when used with respect to any Note to be redeemed, means the price
(exclusive of any accrued and unpaid interest thereon) at which it is to be redeemed pursuant to
this Indenture.



          “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.



          “Record Date” for the interest payable on any applicable Interest Payment Date means
March 15, June 15, September 15 and December 15 (whether or not a Business Day) immediately
preceding such Interest Payment Date.



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



36









 





          “Request” has the meaning set forth in the third paragraph of the recitals hereto.



          “Required Holders” means, as of any date of determination, Holders of a majority in
aggregate principal amount of the then outstanding Notes voting as a single class (including, if
applicable, consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes); provided that the Notes held or deemed held by Holdings or any Affiliate thereof
(other than an Investment Fund) shall be excluded for purposes of making a determination of
Required Holders. Section 2.08 and Section 2.09 hereof shall determine which Notes are considered
to be “outstanding” for the purposes of this calculation.



          “Responsible Officer” means, when used with respect to any Obligor, the chief
executive officer, president, vice president, chief financial officer, treasurer or assistant
treasurer or other similar officer of such Obligor. Any document delivered hereunder that is signed
by a Responsible Officer of an Obligor shall be conclusively presumed to have been authorized by
all necessary corporate, partnership and/or other action on the part of such Obligor and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Obligor.
Responsible Officer means, with respect to the Trustee or Collateral Agent, any officer within the
corporate trust department of the Trustee or Collateral Agent, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee or Collateral Agent who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such Person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.



          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest of Holdings, the Issuer 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 Issuer’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 Issuer.



          “Rule 144” means Rule 144 promulgated under the Securities Act.



          “Rule 144A” means Rule 144A promulgated under the Securities Act.



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



          “Same Day Funds” means immediately available funds.



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



37









 





          “Second Lien Credit Agreement” has the meaning set forth in the second paragraph of
the recitals hereto.



          “Second Lien Guaranty” means (a) the Second Lien Guaranty, dated as of the Closing
Date, among Holdings, Intermediate Parent, TDS Intermediate Parent, the Subsidiary Guarantors and
Wells Fargo Bank, National Association, attached hereto as Exhibit D and (b) each other
second lien guaranty and second lien guaranty supplement delivered pursuant to Section 4.11.



          “Second Lien Guaranty Supplement” has the meaning assigned to such term in the Second
Lien Guaranty.



          “Second Lien Secured Parties” means each of the Holders of the Notes, the Trustee and
the Collateral Agent and each co-agent or sub-agent appointed by the Trustee from time to time
pursuant to Section 7.01(c).



          “Second Lien Security Agreement” means, collectively, the Second Lien Security
Agreement, dated as of the Closing Date, among Holdings, Intermediate Parent, TDS Intermediate
Parent, the Subsidiary Guarantors and Wells Fargo Bank, National Association, attached hereto as
Exhibit E, together with each other security agreement supplement executed and delivered
pursuant to Section 4.11.



          “Second Lien Security Agreement Supplement” means “Security Agreement Supplement”
referred to in the Second Lien Security Agreement.



          “Secured Parties” means the Second Lien Secured Parties and the Indemnitees.



          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.



          “Senior Notes” means, collectively, (a) $450,000,000 in aggregate principal amount of
the Issuer’s 97⁄8% senior dollar fixed rate notes due 2014, (b) $150,000,000 in aggregate principal
amount of the Issuer’s dollar floating rate senior unsecured notes due 2014 and (c) €235,000,000 in
aggregate principal amount of the Issuer’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 Issuer’s 117⁄8% senior subordinated notes due 2016 and (b) €160,000,000 in
aggregate principal amount of the Issuer’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.



          “Series” refers to whether Notes are Series A Notes or Series B Notes.



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          “Series A Note” has the meaning assigned to such term in Section 2.02.



          “Series B Note” has the meaning assigned to such term in Section 2.02.



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



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



          “Specified Holder” means, with respect to any Note, the Person that, directly or
indirectly, beneficially owns or holds such Note.



          “Specified Transaction” means any Investment, Disposition, incurrence or repayment of
Indebtedness, Restricted Payment or Subsidiary designation that by the terms of this Indenture
requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant
to be calculated on a “Pro Forma Basis”.



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



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



          “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.



          “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1 02 of Regulation S X, promulgated pursuant to the
Securities Act, as such regulation is in effect on the Closing Date.



          “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.



39









 




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 Issuer” has the meaning specified in Section 5.04(d).



          “Surviving Indemnity Obligations” means the obligations of the Issuer, under Section
10.05 of the Second Lien Credit Agreement, to the Indemnitees.



          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



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



          “TDS Intermediate Parent” means TDS Investor (Luxembourg) S.à.r.l., a société à
responsabilité limitée incorporated under the laws of Luxembourg.



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



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



40









 





          “Threshold Holder” means one or more Specified Holders that beneficially own or hold
Notes having an aggregate principal amount of not less than $35,000,000.



          “Total Assets” means the total assets of the Issuer, Holdings and Holdings’ Restricted
Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of Holdings
delivered pursuant to Section 4.01(a) or (b) or, for the period prior to the time any such
statements are so delivered pursuant to Section 4.01(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” has the meaning assigned to such term in Second Lien Credit
Agreement.



          “Tranche A Intercompany Note” has the meaning assigned to such term in the Second Lien
Credit Agreement.



          “Tranche A Term Loans” has the meaning assigned to such term in the Second Lien Credit
Agreement.



          “Tranche B Term Loans” has the meaning assigned to such term in the Second Lien Credit
Agreement.



          “Travelport Guarantor” means Travelport Guarantor LLC, a Delaware limited liability
company, which is a direct wholly owned Subsidiary of Holdings.



          “Travelport Holdings” means Travelport Holdings Limited, a company incorporated under
the laws of Bermuda.



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



          “Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.



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



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




41











 




          “United EBITDA” means (i) for each fiscal quarter ending on or prior to March
31, 2012, $60,000,000, (ii) for the fiscal quarter ending June 30, 2012, $45,000,000, (iii) for the
fiscal quarter ending September 30, 2012, $30,000,000, (iv) for the fiscal quarter ending December
31, 2012, $15,000,000 and (v) for any subsequent fiscal quarter, $0.


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


          “Unrestricted Subsidiary” means (a) each Subsidiary of Holdings listed on Schedule
1.01B and (b) any Subsidiary of Holdings designated by the board of directors of Holdings as an
Unrestricted Subsidiary pursuant to Section 5.14 subsequent to the Closing Date, and any Subsidiary
of such Subsidiary.


          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.


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


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


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


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



     Section 1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section	 
	Authentication Order
	 	 	2.02	 
	Base Currency
	 	 	13.16	 
	Calculation Agent
	 	 	2.15	 
	Cash Interest
	 	 	2.15	 
	Covenant Defeasance
	 	 	8.03	 
	Discharge Date
	 	 	4.11	 
	DTC
	 	 	2.03	 
	ECF Percentage
	 	 	3.08	 
	Event of Default
	 	 	6.01	 
	Issuer
	 	 	14.08	 






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	Term	 	Defined in Section	 
	Judgment Currency
	 	 	13.16	 
	Junior Financing
	 	 	5.11	 
	Legal Defeasance
	 	 	8.02	 
	Maximum Rate
	 	 	13.24	 
	Mortgage Policies
	 	 	4.13	 
	Note Register
	 	 	2.03	 
	Other Taxes
	 	 	14.01	 
	Paying Agent
	 	 	2.03	 
	Permitted Acquisition
	 	 	5.02	 
	PIK Interest
	 	 	2.15	 
	PIK Notes
	 	 	2.01	 
	PIK Payment
	 	 	2.01	 
	Redemption Date
	 	 	3.01	 
	Registrar
	 	 	2.03	 
	Rejection Notice
	 	 	3.08	 
	Successor Issuer
	 	 	5.04	 
	Taxes
	 	 	14.01	 
	Trustee
	 	 	8.05	 






     Section 1.03 Incorporation by Reference of Certain Trust Indenture Act Provisions.


          Whenever this Indenture refers to a provision of the Trust Indenture Act that, pursuant to the
terms hereof, are applicable to this Indenture, the provision is incorporated by reference in and
made a part of this Indenture.


          The following Trust Indenture Act terms used in this Indenture have the following meanings:


          “indenture securities” means the Notes;


          “indenture security Holder” means a Holder of a Note;


          “indenture” means this Indenture;


          “indenture trustee” or “institutional trustee” means the Trustee; and


          “obligor” on the Notes and the Guarantees means the Issuer and the Guarantors,
respectively, and any successor obligor upon the Notes and the Guarantees, respectively.


          All other terms used in this Indenture that are not defined herein and that are defined by the
Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC
rule under the Trust Indenture Act have the meanings so assigned to them when used herein, as the
context may require.



     Section 1.04 Rules of Construction.



43









 




          With reference to this Indenture and each other Note Document, unless otherwise specified
herein or in such other Note Document:


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


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


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


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


          (e) 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.


          (f) 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”.


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


          (h) An accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP.


          (i) “Or” is not exclusive.


          (j) Provisions apply to successive events and transactions.


          (k) References to sections of, or rules under, the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from time to time.



     Section 1.05 Acts of Holders.


          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by
any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section




44









 








7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.



          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by or on behalf of any legal entity other than an individual, such certificate or affidavit
shall also constitute proof of the authority of the Person executing the same. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that the Trustee deems sufficient.


          (c) The ownership of Notes shall be proved by the Note Register.


          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.


          (e) The Issuer may, set a record date for purposes of determining the identity of Holders
entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any
other act, or to vote or consent to any action by vote or consent authorized or permitted to be
given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first
solicitation of a Holder made by any Person in respect of any such action, or in the case of any
such vote, prior to such vote, any such record date shall be the later of thirty days prior to the
first solicitation of such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation.


          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard
to any particular Note may do so with regard to all or any part of the principal amount of such
Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount pursuant to this
paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.


          (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the
Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and DTC or any other Custodian that is the
Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in
any such Global Note through DTC’s or such other depositary’s standing instructions and customary
practices.



45









 







          (h) The Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such
depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than ninety days after such record date.



     Section 1.06 Currency Equivalents Generally.


          (a) Any amount specified in this Indenture (other than in Articles 2, 3, 7, 8, 9, 10 or 11 or
as set forth in paragraph (b) of this Section) or any of the other Note Documents to be in Dollars
shall also include the equivalent (the “Applicable Currency Equivalent”) of such amount in
any currency other than Dollars, such equivalent amount to be determined at the rate of exchange
quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time)
on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by
reference to such other publicly available service for displaying exchange rates as may be agreed
upon by the Trustee and the Issuer, or, in the absence of such agreement, such rate shall instead
be the arithmetic average of the spot rates of exchange of the Trustee (or a prime bank selected by
it) in the market where its (or such prime bank’s) foreign currency exchange operations in respect
of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date
for the purchase of Dollars for delivery two Business Days later). Notwithstanding the foregoing,
for purposes of determining compliance with Sections 5.01, 5.02 and 5.03 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 1.06 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 5.02, 5.05 and 5.06, any amount in a
currency other than Dollars will be converted to Dollars based on the average Exchange Rate for
such currency for the most recent twelve-month period immediately prior to the date of
determination determined in a manner consistent with that used in calculating EBITDA for the
applicable period.



     Section 1.07 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 Indenture 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.



46









 







          (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 1.08 Rounding.


          Any financial ratios required to be maintained by the Issuer pursuant to this Indenture (or
required to be satisfied in order for a specific action to be permitted under this Indenture) 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 1.09 References to Agreements, Laws, Etc.



          Unless otherwise expressly provided herein, (a) references to Organization Documents,
agreements (including the Note 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 Note Document; and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law. Notwithstanding the foregoing, references to the Schedules of the Second
Lien Credit Agreement shall refer to such Schedules as in effect as of the date hereof.



     Section 1.10 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 1.11Timing of Payment or Performance.


          When the payment of any obligation or the performance of any covenant, duty or obligation is
stated to be due or performance required on a day which is not a Business Day, the date of such
payment (other than as described in the definition of Interest Period, or as otherwise specified in
Section 2.16) or performance shall extend to the immediately succeeding Business Day.



ARTICLE 2




THE NOTES




     Section 2.01 Form and Dating; Terms.


          (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A. The Notes may have notations, legends or
endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of
its



47









 








authentication. The Notes shall be issued in registered, global form without interest coupons
and shall only be in minimum denominations of $2,000 and integral multiples of $1.00 in excess
thereof subject to the issuance of PIK Interest pursuant to Section 2.15 hereto, in which case the
aggregate principal amount of Notes may be increased by an aggregate principal amount equal to the
amount of PIK Interest paid by the Issuer for the applicable period, rounded up to the nearest
whole dollar.



          The Notes shall be known and designated as the “Second Priority Senior Secured Notes due 2016”
of the Issuer. The Notes will mature on December 1, 2016. In connection with the payment of PIK
Interest pursuant to Section 2.15 hereof, the Issuer will be entitled to, without the consent of
the Holders (and without regard to any restrictions or limitations set forth under Section 5.03
hereof), increase the outstanding principal amount of the notes or issue additional notes (the
“PIK Notes”) under the Indenture on the same terms and conditions as the notes offered
hereby (in each case, a “PIK Payment”).


          (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A attached hereto (and shall include the Global Note Legend thereon and the
“Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A attached hereto (but
without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the
Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon (giving effect to any PIK Interest
made thereon by increasing the aggregate principal amount of such Global Note) and that the
aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, redemptions and payment of PIK
Interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee in
accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.


          (c) Terms. The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is limited to $346,254,085 plus all PIK Interest capitalized and
added to principal or evidenced by PIK Notes, and successive PIK Interest payable and capitalized
thereon, plus all additional or replacement Notes expressly contemplated to be issued hereunder,
including pursuant to Sections 2.06, 2.07 and 2.10.


          The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.


          The Notes shall not be redeemable, other than as provided in Article 3.



     Section 2.02 Execution and Authentication.



48









 




          At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile
signature.


          If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid.


          A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose until authenticated substantially in the form of Exhibit A by the manual
signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly
authenticated and delivered under this Indenture.


          On the date hereof, the Trustee shall, upon receipt of an Issuer Order (an “Authentication
Order”), authenticate and deliver the Notes for original issue on the date hereof of
$346,254,085.00, which shall comprise (x) Series A Notes of $136,479,700.00 (together with any PIK
Notes representing interest capitalized therein, the “Series A Notes”) which shall be
issued in conversion of Tranche A Term Loans (and accrued unpaid interest thereon) and shall be
initially held by Holdings, and (y) Series B Notes of $209,774,385.00 (together with any PIK Notes
representing interest capitalized therein, and together with any Notes issued, increased in amount
or otherwise conveyed in exchange for Series A Notes in accordance with Section 2.06(i), the
“Series B Notes”) which shall be issued in conversion of Tranche B Term Loans (and accrued
unpaid interest thereon). At any time and from time to time after the execution of this Indenture,
the Trustee shall, upon receipt of an Authentication Order, authenticate Notes (including to
increase the principal amount of all Notes as a result of a PIK Payment) for original issue in
aggregate principal amount specified in such Authentication Order. The Authentication Order shall
specify the Series and amount of Notes to be authenticated and the date on which the Notes are to
be authenticated.


          The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Issuer.



     Section 2.03 Registrar or Paying Agent.


          The Issuer shall maintain (i) an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”), and (ii) an office or agency in the
Borough of Manhattan, the City of New York, the State of New York where Notes may be presented for
payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note
Register”) and of their transfer and exchange. The Issuer may appoint one or more
co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes the Paying Agent and any additional
paying agent. The Issuer initially appoints the Trustee as Paying Agent. The Issuer may change
any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the
Trustee in writing of the name and address of any Agent not a party to this Indenture. If the
Issuer fails to appoint or maintain



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another entity as Registrar or Paying Agent, the Trustee shall, to the extent that it is
capable, act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.



          The Issuer initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.


          The Issuer initially appoints the Trustee to act as the Registrar for the Notes.



     Section 2.04 Paying Agent to Hold Money in Trust.


          The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will
notify the Trustee of any default by the Issuer in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The
Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Issuer or another Obligor) shall
have no further liability for the money. If the Issuer or another Obligor acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the
Trustee shall serve as Paying Agent for the Notes.



     Section 2.05 Holder Lists.


          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with
Trust Indenture Act Section 312(a) (as if the Trust Indenture Act applied to this Indenture). If
the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business
Days before each Interest Payment Date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture
Act Section 312(a) (as if the Trust Indenture Act applied to this Indenture).



     Section 2.06 Transfer and Exchange.


          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes are exchangeable
by the Issuer for Definitive Notes if (i) DTC notifies the Issuer that it (A) is unwilling or
unable to continue as Depositary for the Global Notes and the Issuer fails to appoint a successor
Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and the
Issuer fails to appoint a successor Depositary, or (ii) the Issuer, at its sole option, notifies
the Trustee in writing that it elects to cause the issuance of Definitive Notes, and in the event
of a Default, each Holder shall have the right, by notice to the Depositary, to request one or more
Definitive Notes, and the Depositary shall cause such Definitive Notes to be issued as provided
below. Upon the occurrence of any of the preceding events in the preceding sentence, Definitive
Notes shall be issued in such names as the Depositary shall instruct the



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Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note (except
for Definitive Notes issued as provided above in this Section 2.06(a)). A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c)
hereof.



          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of
beneficial interests in the Global Notes also shall require compliance with either subparagraph (i)
or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as
applicable:




          (i) Transfer of Beneficial Interests in Global Notes. Beneficial interests in any
Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in a Global Note. No written orders or instructions shall be required
to be delivered to the Registrar to effect the transfers described in this Section
2.06(b)(i).




          (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar (1) a certificate from such transferor and transferee in the form of Exhibit
B, (2) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (3) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to
effect the transfer or exchange referred to in (2) above. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount at maturity of the relevant Global Notes pursuant to
Section 2.06(f)(ii) hereof.


          (c) Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes. If any
Holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for
a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(a) hereof, and the Issuer shall execute and
the Trustee shall authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c) shall be registered in such name or names and
in such authorized denomination or denominations as the Holder of such



51









 








beneficial interest shall instruct the Registrar through instructions from the Depositary and
the Participant or Indirect Participant. The Trustee shall make such Definitive Notes available
for delivery to the Persons in whose names such Notes are so registered.



          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. A
Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer,
the Trustee shall cancel the Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Global Notes.


          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing.


          (f) Legends.




          (i) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form:




          THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO THE SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.




          (ii) Private Placement Legend. Each Global Note shall bear a legend in substantially
the following form:




          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER



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(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR
AN “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT)
AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,
AND




(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE
THAT IS THE LATER OF (X) ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.




PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE
COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.


          (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who shall take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall



53









 








be made on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who shall take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.



          (h) General Provisions Relating to Transfers and Exchanges.




          (i) To permit registrations of transfers and exchanges, the Issuer shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the receipt of an
Authentication Order or at the Registrar’s request.




          (ii) No service charge shall be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Issuer may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07,
2.10, 3.06, 3.07, 3.08 and 9.04 hereof).




          (iii) The Registrar shall not be required to register the transfer of or exchange any
Note selected for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.




          (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid and legally binding
obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration
of transfer or exchange.




          (v) Neither the Registrar nor the Issuer shall be required to register the transfer of
or to exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.




          (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Issuer shall be affected by notice to the contrary.




          (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance
with the provisions of Section 2.02 hereof.




          (viii) All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.06 to effect a registration of
transfer or exchange may be submitted by facsimile or electronic transmission (PDF format
only).



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          (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Depositary Participants or beneficial owners of interests in any
Global Note) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.




          (x) Neither the Trustee nor any Agent shall have any responsibility or liability for
any actions taken or not taken by the Depositary.




          (xi) Subject to Section 2.06(i), (a) Notes (and interests therein) shall be exchanged
only for Notes (or interests therein, as applicable) of the same Series; and (b) any Note
received in exchange for a Series A Note shall be a Series A Note, and any Note received in
exchange for or replacement of a Series B Note shall be a Series B Note.


          (i) Escrow Exchange Date Transactions. On the Escrow Exchange Date, all Series A Notes shall
be surrendered to the Registrar for exchange for Series B Notes, in the same principal amount (and
being deemed to have the same amount of accrued unpaid interest), in accordance with the provisions
of this clause (i). If any such Series A Note surrendered for exchange is represented by a Global
Note, the principal amount of such Global Note shall be reduced by the appropriate principal amount
and the principal amount of a Global Note in respect of the Series B Notes shall be increased by an
equal principal amount. The Issuer shall promptly notify the Trustee in writing upon the
occurrence of the Escrow Exchange Date.



     Section 2.07 Replacement Notes.


          If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the
Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of
any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note of the same Series if the Trustee’s requirements are met. An
indemnity bond must be supplied by the Holder that is sufficient in the reasonable judgment of the
Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent
from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its
reasonable expenses in replacing a Note.


          Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



     Section 2.08 Outstanding Notes.


          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof,



55









 








a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds
the Note.



          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof reasonably satisfactory to it that the replaced Note is held by a bona fide
purchaser.


          If the principal amount of any Note is considered paid under Section 4.20 hereof, it ceases to
be outstanding and interest on it ceases to accrue.


          If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof)
holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease
to accrue interest.



     Section 2.09Treasury Notes.


          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent requiring the consent of Holders of a majority of, or more than
50% (or some other defined percentage) of, outstanding principal amount of the Notes (or of any
Series thereof), Notes directly or indirectly (including beneficially) owned by the Issuer, or by
any Affiliate of the Issuer (other than an Investment Fund), or with respect to which any of the
foregoing has direct or indirect voting control, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded.



     Section 2.10 Temporary Notes.


          Until certificates representing Notes are ready for delivery, the Issuer may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have variations that the
Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes.


          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to
all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this
Indenture.



     Section 2.11 Cancellation.


          The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or
the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in
accordance with its customary procedures (subject to the record retention requirement



56









 








of the Exchange Act). The Issuer may not issue new Notes to replace Notes that it has paid or
that have been delivered to the Trustee for cancellation.




     Section 2.12 Defaulted Interest.


          If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Sections 2.15 and 4.20 hereof. The Issuer shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted
interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall
fix or cause to be fixed each such special record date and payment date; provided that, no such
special record date shall be less than ten days prior to the related payment date for such
defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At
least fifteen days before the special record date, the Issuer (or, upon the written request of the
Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed,
first-class postage prepaid, to each Holder, with a copy to the Trustee, a notice at his or her
address as it appears in the Note Register that states the special record date, the related payment
date and the amount of such interest to be paid.


          Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note.



     Section 2.13 CUSIP/COMMON CODE/ISIN Numbers.



          The Issuer in issuing the Notes may use CUSIP or Common Code, as applicable, and ISIN numbers
(if then generally in use) and, if so, the Trustee shall use CUSIP or Common Code, as applicable,
and ISIN numbers in notices of redemption as a convenience to Holders; provided that, any such
notice may state that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable
notify the Trustee in writing of any change in the CUSIP or Common Code, as applicable, and ISIN
numbers.



     Section 2.14 Calculation of Principal Amount of Securities.


          With respect to any matter requiring consent, waiver, approval or other action of the Holders
of a specified percentage of the principal amount of the Notes (or of any Series thereof), such
percentage shall be calculated, on the relevant date of determination, by dividing (a) the
principal amount, as of such date of determination, of Notes (or of Notes of the applicable



57









 








Series, as appropriate), the Holders of which have so consented by (b) the aggregate principal
amount, as of such date of determination, of the Notes (or of Notes of the applicable Series, as
appropriate) then outstanding, in each case, as determined in accordance with Section 2.08 and
Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be
made by the Issuer and delivered to the Trustee pursuant to an Officers’ Certificate.




     Section 2.15 Payment of Interest.


          Each Note will bear interest at a rate per annum, reset quarterly, equal to LIBOR plus 6%, as
determined by the calculation agent (the “Calculation Agent”), which shall initially be the
Trustee. Accrued interest on the Notes shall automatically, without further action by any Person,
be capitalized in the form of increasing the outstanding principal amount of the Notes or by
issuing additional PIK Notes (“PIK Interest”) on each Interest Payment Date; provided that,
the Issuer shall, if the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement,
as in effect on the Closing Date) as of the end of the most recent Test Period is below 3.00:1, pay
any such accrued interest in cash (“Cash Interest”) to the extent permitted under the First
Lien Credit Agreement (as in effect on September 30, 2011). The Issuer shall notify the Trustee
(and a Responsible Officer of the Issuer shall certify to the Trustee that the First Lien Leverage
Ratio as of the most recent Test Period is below 3:00:1) of such Cash Interest payment no later
than five Business Days prior to making such payment.


          The Issuer 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.


          For interest payments on the Notes that the Company pays as Cash Interest, Cash Interest on
the Notes will accrue at a rate per annum, reset quarterly, equal to LIBOR plus 6% (or at the
Default Rate, if applicable) as determined by the Calculation Agent and shall be payable in cash.
Cash Interest on any Note which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Note is registered at the
close of business on the Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 4.21; provided, however that each installment of
Cash Interest shall be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 2.05, to the address of such
Person as it appears in the Note Register (unless clause (ii) applies) or (ii) if the Person
entitled thereto is a Person that has requested wire transfer payments of Cash Interest by notice
to the Issuer, specifying applicable wire transfer instructions, then by wire transfer to an
account located in the United States maintained by the payee.


          At all times, PIK Interest on the Notes will be payable (x) with respect to Notes represented
by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the
relevant Record Date, by increasing the principal amount of the outstanding Global Note by an
amount equal to the amount of PIK Interest for the applicable Interest Period (rounded down to the
nearest whole dollar) as provided in writing by the Company to the Trustee and (y) with respect to
Notes represented by Definitive Notes, by issuing PIK Notes in



58









 








certificated form in an aggregate principal amount equal to the amount of PIK Interest for the
applicable interest period (rounded down to the nearest whole dollar), and the Trustee will, at the
written request of the Company, authenticate and deliver such PIK Notes in certificated form for
original issuance to the Holders on the relevant Record Date, as shown by the records of the
register of Holders. Following an increase in the principal amount of the outstanding Global Notes
as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from
and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as
of the applicable Interest Payment Date and will bear interest from and after such date. All Notes
issued pursuant to a PIK Payment will mature on December 1, 2016 and will be governed by, and
subject to the terms, provisions and conditions of, this Indenture and shall have the same rights
and benefits as the Notes issued on the date hereof. Any certificated PIK Notes will be issued with
the description “PIK” on the face of such PIK Note. Each PIK Note representing interest
capitalized on a Series A Note shall also be a Series A Note, and each PIK Note representing
interest capitalized on a Series B Note shall also be a Series B Note.



          The Calculation Agent will, upon the request of any Holder of the Notes, provide the interest
rate then in effect with respect to the Notes. All calculations made by the Calculation Agent in
the absence of manifest error will be conclusive for all purposes and binding on the Issuer, the
Guarantors and the Holders of the Notes. Interest shall be computed on the basis of a 360-day year
and actual days elapsed.



     Section 2.16 Payments Generally.


          All payments to be made by the Issuer shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff. All payments received after 2:00 p.m. (New York City
time) may, in the sole discretion of the Person entitled to receive such payment, be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to
accrue.


          If any payment to be made by the Issuer 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 Notes to be made in the next succeeding calendar
month, such payment shall be made on the immediately preceding Business Day.


          Whenever any payment received by the Second Lien Secured Parties under this Indenture or any
of the other Note Documents is insufficient to pay in full all amounts due and payable to the
Second Lien Secured Parties under or in respect of this Indenture and the other Note Documents on
any date, such payment shall be applied in the order of priority set forth in Section 6.12. If the
Trustee or the Paying Agent receives funds for application to the Obligations of the Obligors under
or in respect of the Note Documents under circumstances for which the Note Documents do not specify
the manner in which such funds are to be applied, the Trustee or Paying Agent may, but shall not be
obligated to, elect to distribute such funds to each of the Holders in accordance with such
Holder’s ratable share of the outstanding principal amount of the Notes.




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     Section 2.17 Ratable Payments.


          Neither (x) the Issuer nor any Affiliate of the Issuer (other than an Investment Fund) nor (y)
any Person who is at any time a “Permitted Holder” (as such term is defined as of the Closing Date
in the PIK Credit Agreement) or an Affiliate thereof, shall, directly or indirectly, pay or cause
to be paid any amount, to any Specified Holder that is (A) the Issuer or any Affiliate of the
Issuer (other than an Investment Fund) or (B) any Person who is at any time a “Permitted Holder”
(as such term is defined as of the Closing Date in the PIK Credit Agreement) or an Affiliate
thereof, in connection with a redemption, prepayment, repurchase, or other retirement for value of
any Note (except as otherwise expressly provided for in Section 9.07) unless (i) all Specified
Holders, or (ii) all Specified Holders of Series B Notes, are given a reasonable opportunity to
participate in such redemption, prepayment, repurchase, or other retirement for value, on the same
terms, ratably according to such Specified Holders’ respective principal amounts of the then
outstanding Notes.



ARTICLE 3




REDEMPTION




     Section 3.01 Notices to Trustee.


          If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section
3.07 hereof, or the Issuer is required to redeem Notes pursuant to the mandatory redemption
provisions of Section 3.08 hereof, in either case, it shall furnish to the Trustee, at least ten
Business Days before the date of redemption (the “Redemption Date”), an Officer’s
Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this
Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of the Notes to be redeemed and (iv) the Redemption Price.



     Section 3.02 Selection of Notes to Be Redeemed or Purchased.


          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on
any national securities exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes are listed or (b) on a pro rata basis (ratably among the
different Series of Notes) or, to the extent that selection on a pro rata basis is not practicable,
by lot or by such other method the Trustee considers fair and appropriate and in accordance with
the procedures of the Depositary. In the event of partial redemption or purchase by lot, the
particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein,
not less than ten nor more than thirty Business Days prior to the Redemption Date by the Trustee
from the outstanding Notes not previously called for redemption or purchase.


          The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in
amounts of $1,000 or whole multiples of $1,000 in excess thereof; no Notes of less



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than $1,000 can be redeemed in part, except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000 shall be redeemed or purchased. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.




     Section 3.03 Notice of Redemption.


          The Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least
ten Business Days but not more than thirty Business Days before the Redemption Date to each Holder
of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with
Applicable Procedures, except that redemption notices may be mailed more than sixty Business Days
prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11
hereof. Notices of redemption may not be conditional.


          The notice shall identify the Notes (including CUSIP number, Common Code or ISIN) to be
redeemed and shall state:


          (a) the Redemption Date;


          (b) the Redemption Price;


          (c) if any Note is to be redeemed in part only, the portion of the principal amount of that
Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion of the original Note representing
the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the
Notes upon cancellation of the original Note;


          (d) the name and address of the Paying Agent;


          (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the
redemption price;


          (f) that, unless the Issuer defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the Redemption Date;


          (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed;


          (h) that no representation is made as to the correctness or accuracy of the CUSIP or Common
Code and ISIN number, if any, listed in such notice or printed on the Notes; and


          (i) if in connection with a redemption pursuant to Section 3.07 hereof, any condition to such
redemption.


          At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name
and at its expense; provided that, the Issuer shall have delivered to the Trustee, at



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least two Business Days before notice of redemption is required to be mailed or caused to be
mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth
the information to be stated in such notice as provided in the preceding paragraph.




     Section 3.04 Effect of Notice of Redemption.


          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the Redemption Date at the Redemption Price. The
notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice by mail
or any defect in the notice to the Holder of any Note designated for redemption in whole or in part
shall not affect the validity of the proceedings for the redemption of any other Note. Subject to
Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or
portions of Notes called for redemption.



     Section 3.05 Deposit of Redemption or Purchase Price.


          (a) Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer
shall deposit with the Paying Agent money sufficient to pay the redemption or purchase price of and
accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Paying
Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer
in excess of the amounts necessary to pay the Redemption Price of, and accrued and unpaid interest
on, all Notes to be redeemed or purchased.


          (b) If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date
but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the
redemption or purchase date shall be paid to the Person in whose name such Note was registered at
the close of business on such Record Date. If any Note called for redemption or purchase shall not
be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply
with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any interest accrued to
the redemption or purchase date not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Sections 2.15 and 4.20 hereof.



     Section 3.06 Notes Redeemed or Purchased in Part.


          Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the
Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the
same indebtedness to the extent not redeemed or purchased; provided that, each new Note will be in
a principal amount of $2,000 or an integral multiple of $1.00 in excess thereof. It is understood
that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and
not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such
new Note.



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     Section 3.07 Optional Redemption.


          (a) Subject to Sections 3.10 and 6.12, the Issuer may redeem all or part of the Notes (in an
aggregate principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof) upon
not less than ten Business Days’ and nor more than thirty Business Days’ prior notice to the
Holders at the Redemption Price set forth under Section 3.09.


          (b) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Section 3.01 through 3.06 hereof.



     Section 3.08 Mandatory Redemption.


          The provisions of this Section 3.08 shall be subject to Sections 3.10 and 6.12.


          (a) Subject to the terms of the Intercreditor Agreement, and within five Business Days after
financial statements have been or are required to have been delivered pursuant to Section 4.01(a)
and the related Compliance Certificate has been or is required to have been delivered pursuant to
Section 4.02(b), the Issuer shall be obligated to call for redemption an aggregate principal amount
of the then outstanding Notes equal to (A) 100% (such percentage as it may be reduced as described
below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by
such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the
sum of (i) all voluntary prepayments of Term Loans (as defined in the First Lien Credit Agreement)
during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans (as defined in
the First Lien Credit Agreement) during such fiscal year to the extent the Revolving Credit
Commitments (as defined in the First Lien Credit Agreement) are voluntarily permanently reduced by
the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii),
to the extent such prepayments are not funded with the proceeds of Indebtedness.


          (b) (A) If (x) Holdings, the Issuer or any Restricted Subsidiary Disposes of any property or
assets (other than any Disposition of any property or assets permitted by Section 5.05(a), (b),
(c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to an Obligor),
(e), (g) or (h)) or (y) any Casualty Event occurs, which in the aggregate results in the
realization or receipt by Holdings, the Issuer or such Restricted Subsidiary of Net Cash Proceeds,
the Issuer shall be obligated to call the Notes for redemption on or prior to the date which is ten
Business Days (but in the case of a Disposition effected pursuant to Section 5.05(o), five Business
Days) after the date of the realization or receipt of such Net Cash Proceeds in an aggregate
principal amount of Notes then outstanding equal to 100% (or, in the case of a Disposition made
solely pursuant to Section 5.05(n), such lesser percentage of Net Cash Proceeds as may be specified
in Section 5.05(n) with respect to such Disposition) of all Net Cash Proceeds realized or received;
provided that, other than in the case of a Disposition made pursuant to Section 5.05(o), no such
redemption shall be required pursuant to this Section 3.08(b)(A) with respect to such portion of
such Net Cash Proceeds that the Issuer shall have, on or prior to such date, given written notice
to the Trustee of its intent to reinvest in accordance with Section 3.08(b)(B) (which notice may
only be provided if no Event of Default has occurred and is then continuing).




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          (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
3.08(b)(A) or (II) any Disposition pursuant to Section 5.05(o)) or any Casualty Event, at the
option of the Issuer, the Issuer 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 Issuer enters into a legally binding
commitment to reinvest such Net Cash Proceeds within fifteen months following receipt thereof,
within one hundred and eighty 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 Issuer shall
not be permitted to make any such reinvestments (other than pursuant to a legally binding
commitment that the Issuer entered into at a time when no Event of Default is continuing) and (ii)
if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after
delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall
be applied within five Business Days after the Issuer reasonably determines that such Net Cash
Proceeds are no longer intended to be or cannot be so reinvested to redeem the Notes as set forth
in this Section 3.08.




          (c) If Holdings, the Issuer or any Restricted Subsidiary incurs or issues any Indebtedness not
expressly permitted to be incurred or issued pursuant to Section 5.03, the Issuer shall redeem an
aggregate principal amount of the Notes then outstanding equal to 100% of all Net Cash Proceeds
received therefrom on or prior to the date which is five Business Days after the receipt of such
Net Cash Proceeds.




          (d) The Issuer shall notify the Trustee in writing of any mandatory redemption of Notes
required to be made pursuant to clauses (a) through (c) of this Section 3.08 at least three
Business Days prior to the date of such redemption. Each such notice shall specify the date of
such redemption and provide a reasonably detailed calculation of the amount of such redemption.
The Trustee will promptly notify each Holder of the contents of the Issuer’s redemption notice and
of such Holder’s pro rata share of the redemption. Each Holder may reject all or a portion of its
pro rata share of any mandatory redemption of Notes required to be made pursuant to clauses (a)
through (c) of this Section 3.08 by providing written notice (each, a “Rejection Notice”)
to the Trustee and the Issuer no later than 5:00 p.m. (New York time) one Business Day after the
date of such Holder’s receipt of notice from the Trustee regarding such redemption;
provided that, any Rejection Notice may be rejected by the Issuer 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 Holder shall specify the principal amount of the mandatory redemption of Notes to be
rejected by such Holder. If a Holder fails to deliver a Rejection Notice to the Trustee within the
time frame specified above or such Rejection Notice fails to specify the principal amount of the
Notes to be rejected, any such failure will be deemed an acceptance of the total amount of such
mandatory redemption of Notes. In the event a Holder rejects all or any portion of its pro rata
share of any mandatory redemption of Notes required pursuant to clauses (a) through (c) of this
Section 3.08, the rejected portion of such Holder’s pro rata share of such redemption shall be
retained by the Issuer.




          (e) If any redemption is required to be made in accordance with the terms of this Section
3.08, then such redemption shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof; provided, however that, the Issuer need not issue the notices to the Trustee





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or
otherwise comply with any of the other procedures set forth in Section 3.01 through 3.06 until such
time as the payment requirement has affirmatively occurred pursuant to this Section 3.08. For the
avoidance of doubt, any notice periods or procedural periods set forth in Section 3.01 through 3.06
shall be in addition to, and not in lieu of, the reinvestment and other time periods set forth in
this Section 3.08 such that they shall run in a consecutive and not in a concurrent manner.




     Section 3.09 Redemption Price.



          Redemption of the Notes pursuant to Section 3.07 or Section 3.08 shall be made at a Redemption
Price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) accrued and
unpaid interest to the date of redemption, subject to the rights of Holders of notes on the
relevant Record Date to receive interest due on the relevant Interest Payment Date.




     Section 3.10 Repayment of First Lien Credit Agreement.



          Notwithstanding the foregoing provisions of Sections 3.07 and 3.08 hereof, no redemption of
the Notes shall be made pursuant to Sections 3.07 and 3.08 hereof until all amounts outstanding
under the First Lien Credit Agreement and the other First Lien Debt Documents have been paid in
full in Same Day Funds and there are no commitments or letters of credit outstanding under the
First Lien Credit Agreement (unless fully cash collateralized).




ARTICLE 4




AFFIRMATIVE COVENANTS; REPRESENTATIONS AND WARRANTIES



          Until the Notes issued under this Indenture are no longer outstanding, each of Holdings and
the Issuer shall, and shall (except in the case of the covenants set forth in Sections 4.01, 4.02
and 4.03) cause each Restricted Subsidiary to:




     Section 4.01 Financial Statements.



          Deliver to the Trustee for prompt further distribution to each Holder:




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




          (b) as soon as available, but in any event within forty-five days after the end of each of the
first three (3) fiscal quarters of each fiscal year of Holdings, a consolidated balance sheet of
Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related (i)



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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 Issuer 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 4.01(a) and 4.01(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 4.01
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 4.01(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 4.02 Certificates; Other Information.



          Deliver to the Trustee for prompt further distribution to each Holder:



          (a) no later than five days after the delivery of the financial statements referred to in
Section 4.01(a), a certificate of its independent registered public accounting firm certifying such
financial statements;




          (b) no later than five days after the delivery of the financial statements referred to in
Sections 4.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer
of the Issuer;




          (c) promptly after the same are publicly available, copies of all annual, regular, periodic
and special reports and registration statements which Holdings or the Issuer files with the SEC or
with any Governmental Authority that may be substituted therefor (other than amendments to any
registration statement (to the extent such registration statement, in the form it became effective,
is delivered), exhibits to any registration statement and, if applicable, any registration
statement on Form S-8) and in any case not otherwise required to be delivered to the Trustee
pursuant hereto;





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          (d) promptly after the furnishing thereof, copies of any material requests or material notices
received by any Obligor (other than in the ordinary course of business) or material statements or
material reports furnished to any holder of debt securities of any Obligor or of any of its
Subsidiaries pursuant to the terms of the First Lien Credit Agreement, High Yield Notes
Documentation, Junior Financing Documentation or Permitted Refinancing Indebtedness Documentation
in a principal amount greater than the Threshold Amount and not otherwise required to be furnished
to the Holders pursuant to any other clause of this Section 4.02;




          (e) together with the delivery of the financial statements pursuant to Section 4.01(a) and
each Compliance Certificate pursuant to Section 4.02(b), (i) a report setting forth the information
required by Section 3.03(c) of the Second Lien Security Agreement or confirming that there has been
no change in such information since the Closing Date or the date of the last such report) (ii) a
description of each event, condition or circumstance during the last fiscal quarter covered by such
Compliance Certificate requiring a mandatory redemption under Section 3.08 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 Obligor or any Subsidiary, or compliance with the terms of the Note
Documents, as the Trustee or any Holder (or any Threshold Holder presenting Evidence of Holder
Status) through the Trustee may from time to time reasonably request.




          Documents required to be delivered pursuant to Section 4.01(a) or (b) or Section 4.02(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 Issuer posts such documents, or provides a link thereto on Holdings’
or the Issuer’s website on the Internet at www.travelport.com; or (ii) on which such documents are
posted on Holdings’ or the Issuer’s behalf on IntraLinks/IntraAgency or another relevant website,
if any, to which each Holder and the Trustee have access (whether a commercial, third-party website
or whether sponsored by the Trustee or Collateral Agent); provided that: (i) upon written request
by the Trustee, the Issuer shall deliver paper copies of such documents to the Trustee for further
distribution to each Holder until a written request to cease delivering paper copies is given by
the Trustee and (ii) the Issuer shall notify (which may be by facsimile or electronic mail in PDF
format) the Trustee of the posting of any such documents and provide to the Trustee by electronic
mail electronic in PDF format versions (i.e., soft copies) of such documents. Notwithstanding
anything contained herein, in every instance the Issuer shall be required to provide paper copies
of the Compliance Certificates required by Section 4.02(b) to the Trustee. Each Holder shall be
solely responsible for timely accessing posted documents or requesting delivery of paper copies of
such documents from the Trustee and maintaining its copies of such documents. The Trustee shall
have no responsibility whatsoever to determine if such posting or electronic delivery has occurred.




     Section 4.03 Notices.



          Promptly after obtaining knowledge thereof, notify the Trustee (in the case of clauses (a) and
(c) below, for prompt further distribution to each Holder):





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          (a) of the occurrence of any Default;




          (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any
default or event of default under, a Contractual Obligation of any Obligor or any Subsidiary, (ii)
any dispute, litigation, investigation, proceeding or suspension between any Obligor or any
Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development
in, any litigation or proceeding affecting any Obligor 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 Obligor or as any of its Subsidiaries with, or liability under, any
Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event; and




          (c) of any amendments, restatements, supplements or other material modifications to the First
Lien Debt Documents.




          Each notice pursuant to this Section 4.03 shall be accompanied by a written statement of a
Responsible Officer of the Issuer (x) that such notice is being delivered pursuant to Section
4.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein
and stating what action the Issuer has taken and proposes to take with respect thereto.




     Section 4.04 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 4.05 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 5.04 or 5.05
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 5.04 or 5.05.




     Section 4.06 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 4.07 Maintenance of Insurance.



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          Maintain with financially sound and reputable insurance companies, insurance with respect to
its properties and business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such amounts (after giving
effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the
same or similar businesses as Holdings, Issuer and the Restricted Subsidiaries) as are customarily
carried under similar circumstances by such other Persons.




     Section 4.08 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 4.09 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 4.10 Inspection Rights.



          Permit representatives and independent contractors of the Trustee and each Holder (and each
Threshold Holder presenting Evidence of Holder Status) 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 Issuer and at such reasonable
times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Issuer; provided that, excluding any such visits and inspections during the
continuation of an Event of Default, only the Trustee on behalf of the Holders may exercise rights
of the Trustee and the Holders under this Section 4.10 and the Trustee shall not exercise such
rights more often than two (2) times during any calendar year absent the existence of an Event of
Default; provided further that, when an Event of Default exists, the Trustee or any Holder, or any
Threshold Holder presenting Evidence of Holder Status (or any of their respective representatives
or independent contractors), may do any of the foregoing at the expense of the Issuer at any time
during normal business hours and upon reasonable advance notice. The Trustee and the Holders shall
give the Issuer the opportunity to participate in any discussions with Holdings’ independent public
accountants.




     Section 4.11 Covenant to Guarantee Obligations and Give Security.



          At the Issuer’s expense, take all action necessary or reasonably requested by the Trustee to
ensure that the Collateral and Guarantee Requirement continues to be satisfied at all times,
including but in any such case subject to Section 4.17 and the terms of the Intercreditor
Agreement.




          (a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic
Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded





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Subsidiary) by any
Obligor or the designation in accordance with Section 4.14 of any existing direct or indirect
wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:





          (i) within thirty days after such formation, acquisition or designation or such longer
period as the Collateral Agent may agree in its discretion:




          (A) cause each such Restricted Subsidiary that is or is required to be a
Domestic Guarantor under the Collateral and Guarantee Requirement to furnish to the
Collateral Agent a description of the real properties owned by such Restricted
Subsidiary that have a book value in excess of $7,250,000 in detail reasonably
satisfactory to the Collateral Agent;




          (B) cause (x) each such Restricted Subsidiary that is or is required to be a
Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to duly
execute and deliver to the Collateral Agent Mortgages, Second Lien Security
Agreement Supplements, Intellectual Property Security Agreements and other security
agreements and documents (including, with respect to Mortgages, the documents listed
in Section 4.13(b)), as reasonably requested by and in form and substance reasonably
satisfactory to the Collateral Agent (consistent with the Mortgages, Second Lien
Security Agreement, Intellectual Property Security Agreement and other Collateral
Documents in effect on the Closing Date), in each case granting Liens required by
the Collateral and Guarantee Requirement and (y) each direct or indirect parent of
each such Restricted Subsidiary that is or is required to be a Domestic Guarantor
pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to
the Collateral Agent such Second Lien Security Agreement Supplements and other
security agreements as reasonably requested by and in form and substance reasonably
satisfactory to the Collateral Agent (consistent with the Second Lien Security
Agreement in effect on Closing Date), in each case granting Liens required by the
Collateral and Guarantee Requirement;




          (C) (x) cause each such Restricted Subsidiary that is required to become a
Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to deliver
any and all certificates representing Equity Interests (to the extent certificated)
that are required to be pledged pursuant to the Collateral and Guarantee
Requirement, accompanied by undated stock powers or other appropriate instruments of
transfer executed in blank and instruments evidencing the intercompany Indebtedness
held by such Restricted Subsidiary and required to be pledged pursuant to the
Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each
direct or indirect parent of such Restricted Subsidiary that is required to be a
Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to deliver
any and all certificates representing the outstanding Equity Interests (to the
extent certificated) of such Restricted Subsidiary that are required to be pledged
pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock
powers or other appropriate instruments of transfer executed in blank and
instruments evidencing



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the intercompany Indebtedness issued by such Restricted
Subsidiary and required to be pledged in accordance with the Collateral Documents,
indorsed in blank to the Collateral Agent; and




          (D) take, and cause such Restricted Subsidiary and each direct or indirect
parent of such Restricted Subsidiary that is or is required to be a Domestic
Guarantor pursuant to the Collateral and Guarantee Requirement to take, whatever
action (including the recording of Mortgages, the filing of Uniform Commercial Code
financing statements and delivery of stock and membership interest certificates) may
be necessary in the reasonable opinion of the Trustee to vest in the Trustee (or in
any representative of the Trustee 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 days after the request therefor by the Trustee, deliver to the
Trustee a signed copy of an opinion, addressed to the Second Lien Secured Parties, of
counsel for the Obligors reasonably acceptable to the Trustee as to such matters set forth
in this Section 4.11(a) as the Trustee may reasonably request; and




          (iii) as promptly as practicable after the request therefor by the Trustee, deliver to
the Trustee with respect to each parcel of real property that is owned by such Restricted
Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and
Guarantee Requirement and has a book value in excess of $7,250,000 any existing title
reports, surveys or environmental assessment reports.



          (b) (i) [Reserved].





          (ii) after the Closing Date, promptly after (x) the acquisition of any material
personal property by the Issuer or any Domestic Guarantor or (y) the acquisition of any
owned real property by the Issuer or any Domestic Guarantor with a book value in excess of
$7,250,000, and if such personal property or owned real property shall not already be
subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Issuer
shall give notice thereof to the Collateral 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 Issuer or relevant Domestic Guarantor to take, such
actions as shall be necessary or reasonably requested by the Collateral Agent to grant and
perfect or record such Lien, including, as applicable, the actions referred to in Section
4.13(b) with respect to real property.



          (c) with respect to each domestic deposit account and other domestic bank and securities
accounts (other than Excluded Accounts (as defined in the Second Lien Security Agreement)),
maintained by the Issuer or any Domestic Guarantor with any depositary bank or securities
intermediary, subject to the Intercreditor Agreement and upon receipt of a written notice from the
First Priority Administrative Agent to the applicable depositary bank or securities intermediary,
with a copy to the Issuer or any Domestic Guarantor, as applicable, that a Discharge of First
Priority Claims (as defined in the Intercreditor Agreement) has occurred (such






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date, the
“Discharge Date”), the Issuer and each applicable Domestic Guarantor, shall enter into a
control agreement in favor of the Collateral Agent with such depositary bank or securities
intermediary as soon as practicable but in no event later than one hundred and twenty days of the
Discharge Date (or such longer period as the Collateral Agent may agree in writing in its
reasonable discretion).




     Section 4.12 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 4.13 Further Assurances and Post-Closing Conditions.



          (a) Promptly upon reasonable request by the Trustee or the Required Holders (or Specified
Holders that beneficially own or hold, in the aggregate, a majority in principal amount of the
outstanding Notes and that present Evidence of Holder Status) (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 Trustee or the
Required Holders 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 4.11(b), provide the Trustee with
Mortgages with respect to such owned real property within thirty days of the acquisition of, or
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 as may be 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
Trustee or the Collateral Agent (as appropriate) for the benefit of the Second Lien 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 Trustee;




          (ii) fully paid American Land Title Association Lender’s Extended Coverage title
insurance policies or the equivalent or other form available in each applicable jurisdiction
(the “Mortgage Policies”) in form and substance, with endorsements and in amount, as
are reasonably



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acceptable to (x) until the Discharge of First Priority Claims (as defined in
the Intercreditor Agreement), the First Priority Administrative Agent (provided that the
corresponding Mortgage Policy delivered to the First Priority Administrative Agent under the
First Lien Credit Agreement is substantially identical, other than as to priority, to the
Mortgage Policy delivered to the Collateral Agent hereunder), and (y) from and after the
Discharge of First Priority Claims (as defined in the Intercreditor Agreement), the Required
Holders (in each case, not to exceed the value of the real properties covered thereby),
issued, coinsured and reinsured by reputable title insurers, insuring the Mortgages to be
valid subsisting second priority Liens on the property described therein, free and clear of
all defects and encumbrances, subject to Liens permitted by Section 5.01, and providing for
such other affirmative insurance (including endorsements for future advances under the Note
Documents) and such coinsurance and direct access reinsurance as may be requested by (x)
until the Discharge of First Priority Claims (as defined in the Intercreditor Agreement),
the First Priority Administrative Agent, and (y) from and after the Discharge of First
Priority Claims (as defined in the Intercreditor Agreement), the Required Holders;




          (iii) opinions of local counsel for the Obligors 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 (x) until the
Discharge of First Priority Claims (as defined in the Intercreditor Agreement), the First
Priority Administrative Agent (provided that the corresponding opinions delivered to the
First Priority Administrative Agent under the First Lien Credit Agreement are substantially
identical, other than as to priority, to the opinions delivered to the Trustee hereunder),
and (y) from and after the Discharge of First Priority Claims (as defined in the
Intercreditor Agreement), the Required Holders;




          (iv) evidence that each such space lease contains a provision permitting a collateral
assignment with respect to such provisions; and




          (v) such other evidence that all other actions that the Trustee 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 4.14 Designation of Subsidiaries.



          The board of directors of Holdings may at any time on or prior to the Closing Date designate
any Restricted Subsidiary as an Unrestricted Subsidiary or at any time designate any Unrestricted
Subsidiary as a Restricted Subsidiary; provided that, (i) immediately before and after such
designation, no Default shall have occurred and be continuing and (ii) no Subsidiary (other than
Orbitz TopCo and its Subsidiaries) may be designated as an Unrestricted Subsidiary if it is a
“Restricted Subsidiary” for the purpose of the First Lien Credit Agreement or any Junior Financing,
as applicable. Orbitz TopCo and its Subsidiaries shall continue to be Unrestricted Subsidiaries
unless and until designated as a Restricted Subsidiary in accordance with the other provisions of
the Note Documents, or of the First Lien Debt Documents, applicable to designating Unrestricted
Subsidiaries as Restricted Subsidiaries, and Travelport Guarantor shall continue to be an
Unrestricted Subsidiary until the Settlement Date (as defined in the PIK Credit





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Agreement). The
designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by
Holdings therein at the date of designation in an amount equal to the net book value of Holdings’
investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary
shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such
Subsidiary existing at such time.




     Section 4.15 Flood Insurance.



          With respect to each Mortgaged Property, obtain flood insurance in such total amount as
reasonably satisfactory to (x) until the Discharge of First Priority Claims (as defined in the
Intercreditor Agreement), the First Priority Administrative Agent (provided that the corresponding
Mortgage Policy delivered to the First Priority Administrative Agent under the First Lien Credit
Agreement is substantially identical, other than as to priority, to the Mortgage Policy delivered
to the Collateral Agent hereunder), and (y) from and after the Discharge of First Priority Claims
(as defined in the Intercreditor Agreement), the Required Holders, if at any time the area in which
any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any
Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor
agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as amended from time to time.




     Section 4.16 Orbitz Indebtedness.



          If Orbitz Topco, any of its Subsidiaries or any other Person whose primary assets or
operations comprise a portion of the Orbitz Business and that is not then an Obligor Guarantees or
otherwise becomes liable for any Indebtedness of Holdings and its Subsidiaries (other than Orbitz
Topco, any of its Subsidiaries or any other Person whose primary assets or operations comprise a
portion of the Orbitz Business), such Person shall become subject to the Collateral and Guarantee
Requirement hereunder as if such Person were a Restricted Subsidiary (it being understood that in
such case such Person shall, other than for purposes of granting guarantees and collateral pursuant
to the Collateral and Guarantee Requirement, not be considered a Restricted Subsidiary hereunder).




     Section 4.17 Post-Closing Matters.



          (a) To the extent such items have not been delivered as of the Closing Date, within one
hundred and twenty days after the Closing Date, the Issuer and the applicable Domestic Guarantor
shall deliver to the Collateral Agent: (i) counterparts of a second lien Mortgage with respect to
(x) the owned real property of the Obligors located at 5350 South Valentia Way, Greenwood Village,
Colorado and (y) the Mortgaged Properties duly executed and delivered by the record owner of such
property, (ii) a policy or policies of title insurance issued by a nationally recognized title
insurance company insuring the Lien of each such Mortgage as a valid second priority Lien on the
property described therein, free and clear of all other Liens except as expressly permitted by
Section 5.01, together with such endorsements, coinsurance and reinsurance as the Collateral Agent
may reasonably require, (iii) such existing surveys, existing abstracts, existing appraisals, legal
opinions and other existing documents as the Collateral Agent may reasonably request with respect
to any such Mortgaged Property, and







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(iv) evidence that all other actions, recordings and filings in
connection with the Mortgage that the Collateral Agent may deem reasonably necessary shall have
been taken, completed or otherwise provided for in a manner reasonably satisfactory to the
Collateral Agent; provided that, the applicable Obligor shall not be required to deliver the
foregoing items if such Mortgaged Property shall have been sold, transferred or otherwise disposed
of pursuant to a Disposition permitted by Section 5.05 within one hundred and twenty days after the
Closing Date.




          Within two hundred and seventy days after the Closing Date, Holdings shall use commercially
reasonable efforts to ensure that the requirements set forth in clauses (i) and (j) of the
Collateral and Guarantee Requirement are satisfied.




     Section 4.18 [Reserved.]



     Section 4.19 Taxes.



          The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by appropriate negotiations or proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.




     Section 4.20 Payment of Notes.



          The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or
a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in
immediately available funds and designated for and sufficient to pay all principal, premium, if
any, and Cash Interest then due. PIK Interest shall automatically, without further action by any
person, be considered paid, and the principal amount of the applicable Notes increased, in each
case in an amount equal to the amount of the applicable PIK Interest, on the date such PIK Interest
is due if the Trustee does not receive (i) advance notice by the Issuer of a payment of Cash
Interest in the manner set forth in Section 2.15 or (ii) on or prior to the date such PIK Interest
is due, additional PIK Notes issued by the Issuer in accordance with Section 2.15 in a principal
amount equal to the amount of the applicable PIK Interest due on such date.




          The Issuer shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.




     Section 4.21 Maintenance of Office or Agency.



          The Issuer shall maintain the offices or agencies (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may be
surrendered for registration of transfer or for exchange and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt
written notice to the Trustee of the location, and any change in the





75









 







location, of such office or
agency. If at any time the Issuer shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee.




          The Issuer may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided that, no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain such offices or agencies as required by Section
2.03 for such purposes. The Issuer shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.




          The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Issuer in accordance with Section 2.03 hereof.




     Section 4.22 Stay, Extension and Usury Laws.



          The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so)
that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly
waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law has been enacted.




     Section 4.23 Representations and Warranties.



          The Issuer represents and warrants to the Trustee, Collateral Agent and the Holders on the
date hereof that:




          (a) Each of the Issuer, Guarantors and each of their 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
this Indenture and the Note 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.




          (b) The execution, delivery and performance by each Obligor of each Note Document to which
such Person is a party, and the issuance of the Notes, are within such Obligor’s corporate or other
powers, have been duly authorized by all necessary corporate or





76









 







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 5.01), 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.




          (c) 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 Obligor
of this Indenture or any other Note Document or the issuance of the Notes, (b) the grant by any
Obligor 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 Trustee or any Holder of its rights under the Note 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 Obligors in favor of the Second
Lien Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices
and filings which have been duly obtained, taken, given or made and are in full force and effect
and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or
filings, the failure of which to obtain or make could not reasonably be expected to have a Material
Adverse Effect.




          This Indenture and each other Note Document has been duly executed and delivered by each
Obligor that is party thereto. This Indenture and each other Note Document constitutes a legal,
valid and binding obligation of such Obligor, enforceable against each Obligor that is party
thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief
Laws, fraudulent transfer, preference or similar laws and by general principles of equity.




ARTICLE 5




NEGATIVE COVENANTS



          From the Closing Date (and with retroactive effect from the Closing Date, such that actions
and circumstances from the Closing Date and prior to the date hereof shall be considered as subject
to the following covenants, and shall count toward the utilization of any applicable permissive
basket) and until the Notes issued under this Indenture are no longer outstanding, Holdings and the
Issuer shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or
indirectly:




     Section 5.01 Liens.



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          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 Note Document;




          (b) Liens existing on the First Lien Original Issue Date and listed on Schedule 7.01(b) of the
Second Lien Credit Agreement 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 5.03, 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 5.03;




          (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of
more than thirty 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 days or, if more than thirty 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;




          (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
Issuer 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 Issuer or any
material Subsidiary;




          (h) Liens securing judgments for the payment of money not constituting an Event of Default
under Section 6.01;





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          (i) Liens securing Indebtedness permitted under Section 5.03(e); provided that, (i) such Liens
attach concurrently with or within two hundred and seventy 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
Issuer 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 setoff) and which are within the general
parameters customary in the banking industry;




          (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 5.02(i) or to be applied against the purchase price for
such Investment, (ii) attaching to commodity trading accounts or other commodities brokerage
accounts incurred in the ordinary course of business and (iii) consisting of an agreement to
Dispose of any property in a Disposition permitted under Section 5.05, 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 an Obligor as of the Closing
Date and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the
applicable Foreign Subsidiary permitted under Section 5.03;




          (o) Liens in favor of Holdings, the Issuer or a Restricted Subsidiary securing Indebtedness
permitted under Section 5.03(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 4.14), in each case after the Closing Date (other than
Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the
replacement, extension or renewal of any Lien permitted by this clause (p) upon or in the same
property previously subject thereto in connection with the replacement, extension or renewal
(without increase in the amount or any change in any direct or contingent obligor) of the amount or
value secured thereby; provided that, (i) such Lien was not created in







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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 5.03(e), (g) or (k);




          (q) any interest or title of a lessor under leases entered into by Holdings, the Issuer or any
of the Restricted Subsidiaries in the ordinary course of business;




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




          (s) Liens encumbering out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by Holdings, the Issuer or any of the Restricted
Subsidiaries in the ordinary course of business permitted by this Indenture;




          (t) Liens deemed to exist in connection with Investments in repurchase agreements under
Section 5.02 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 Issuer or any Restricted Subsidiary
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of
business of Holdings, the Issuer and the Restricted Subsidiaries or (iii) relating to purchase
orders and other agreements entered into with customers of Holdings, the Issuer or any Restricted
Subsidiary in the ordinary course of business;




          (v) Liens solely on any cash earnest money deposits made by Holdings, the Issuer 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 5.03(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 5.03(g);




          (x) ground leases in respect of real property on which facilities owned or leased by the
Issuer or any of its Subsidiaries are located;




          (y) Liens arising from precautionary Uniform Commercial Code financing statement filings;





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          (z) Liens on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto;




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




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




          Notwithstanding the foregoing, no Liens on any IP Collateral shall be permitted at any time,
other than pursuant to Section 5.01(a), (b), (c), (h), (j), (m), (o), (p), (r), (u)(iii), (w) or
(aa), and no Liens (other than those referred to in Section 5.01(a), (r) or (aa)) shall be
permitted on the Collateral consisting of the Equity Interests of the Issuer or the Foreign Holdco.




          Notwithstanding the foregoing, no Liens shall be permitted to exist directly or indirectly on
any Mortgaged Property other than pursuant to clauses (a), (b), (c), (d), (g), (h), (j), (p), (q),
(r), (x) and (aa) of this Section 5.01 (to the extent, with reference to clause (j) of this Section
5.01, the Issuer and the applicable Obligor shall use commercially reasonable efforts to cause such
leases, licenses, subleases or sublicenses to be subordinate to the lien of any Mortgage).




     Section 5.02 Investments.



          Make or hold any Investments, except:




          (a) Investments by Holdings, the Issuer 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 Issuer and the
Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment,
relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase
of Equity Interests of Holdings (or any direct or indirect parent thereof or after a Qualifying
IPO, the Issuer or any Intermediate Holding Company) (provided that the amount of such loans and
advances shall be contributed to the Issuer in cash as common equity) and (iii) for purposes not
described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not
to exceed $9,425,000;




          (c) Investments (i) by Holdings, the Issuer or any Restricted Subsidiary in any Obligor
(excluding any new Restricted Subsidiary which becomes an Obligor and excluding any Foreign
Subsidiary), (ii) by any Restricted Subsidiary that is not an Obligor in any other such Restricted
Subsidiary that is also not an Obligor and (iii) by the Issuer or any Restricted Subsidiary (A) in
any Restricted Subsidiary that is not an Obligor; provided that, the aggregate amount of such
Investments in Persons that are not Obligors (together with, but without duplication of, (a) the
aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become
Obligors pursuant to Section 5.02(i)(B), (b) the aggregate consideration paid on or prior to the
Closing Date in respect of Permitted Acquisitions of Persons that did not become Obligors pursuant
to Section 7.02(i)(B) of the First Lien Credit Agreement,






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and (c) any amounts invested in Foreign
Subsidiaries that are not Obligors on or prior to the Closing Date pursuant to Section
7.02(c)(iii)(A) of the First Lien Credit Agreement, but in each case after giving effect to any
Investment permitted by Section 5.02(q)(including any amounts invested on or prior to the Closing
Date pursuant to Section 7.02(q) of the First Lien Credit Agreement)) shall not exceed $471,250,000
(net of any return representing a return of capital in respect of any such Investment) or (B) in
any Foreign Subsidiary that is an Obligor, consisting of the contribution of Equity Interests of
any other Foreign Subsidiary held directly by the Issuer 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
Obligor, to the extent such Guarantees are permitted under Section 5.03 and (iv) by any Foreign
Subsidiary that is an Obligor in any other Foreign Subsidiary that is an Obligor (other than any
new Restricted Subsidiary that becomes an Obligor);




          (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 5.01, 5.03, 5.04, 5.05 and 5.06, respectively;




          (f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule
7.02(f) of the Second Lien Credit Agreement and any modification, replacement, renewal,
reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings, the Issuer or
any Restricted Subsidiary in the Issuer or any other Restricted Subsidiary and any modification,
renewal or extension thereof; provided that, the amount of any Investment permitted pursuant to
this Section 5.02(f) is not materially increased from the amount of such Investment on the Closing
Date via the transfer of assets from any of Holdings or any Subsidiary thereof to such Investment;




          (g) Investments in Swap Contracts permitted under Section 5.03;




          (h) promissory notes and other non-cash consideration received in connection with Dispositions
permitted by Section 5.05;




          (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 5.02(i) (each, a “Permitted
Acquisition”):






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          (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 Obligor 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 4.11, 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 Obligors (together with, but without duplication of, (a)
the aggregate amount of all Investments in Foreign Subsidiaries that are not
Obligors pursuant to Section 5.02(c)(iii)(A), (b) the aggregate amount of
Investments in Foreign Subsidiaries that are not Obligors made on or prior to the
Closing Date pursuant to Section 7.02(c)(iii)(A) of the First Lien Credit Agreement,
and (c) any amounts paid on or prior to the Closing Date pursuant to Section
7.02(i)(B) of the First Lien Credit Agreement, but in each case after giving effect
to any Investments permitted under Section 7.02(q) (including any amounts invested
on or prior to the Closing Date pursuant to Section 7.02(q) of the First Lien Credit
Agreement)) shall not exceed $471,250,000 (net of any return representing a return
of capital in respect of any such Investment);




          (C) the acquired property, assets, business or Person is in the same line of
business as Holdings and the Subsidiaries, taken as a whole;




          (D) the board of directors (or similar governing body) of the Person to be so
purchased or acquired shall not have indicated publicly its opposition to the
consummation of such purchase or acquisition (which opposition has not been publicly
withdrawn);




          (E) immediately before and immediately after giving Pro Forma Effect to any
such purchase or other acquisition, no Default shall have occurred and be
continuing; and




          (F) the Issuer shall have delivered to the Trustee, on behalf of the Holders no
later than five 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 Trustee, certifying that all of the
requirements set forth in this clause (i) have been satisfied or will be satisfied
on or prior to the consummation of such purchase or other acquisition



          (j) the First Lien Original Issue Date Transaction and the Investment Transaction;




          (k) Investments in the ordinary course of business consisting of “Article 3” endorsements for
collection or deposit and “Article 4” customary trade arrangements with customers consistent with
past practices;





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          (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 5.06(h), (i) or (j);




          (n) so long as immediately after giving effect to any such Investment, no Default has occurred
and is continuing, other Investments that do not exceed $26,000,000 in the aggregate, net of any
return representing return of capital in respect of any such investment and valued at the time of
the making thereof; provided that, such amount shall be increased by the Net Cash Proceeds of
Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05 of
the First Lien Credit Agreement) that are Not Otherwise Applied;




          (o) advances of payroll payments to employees in the ordinary course of business;




          (p) Investments to the extent that payment for such Investments is made solely with Qualified
Equity Interests of Holdings (or the Issuer or an Intermediate Holding Company after a Qualifying
IPO of Holdings, the Issuer or such Intermediate Holding Company);




          (q) Investments held by a Restricted Subsidiary (acquired after the Closing Date or of a
corporation merged into the Issuer or merged or consolidated with a Restricted Subsidiary in
accordance with Section 5.04 after the Closing Date), to the extent that such Investments were not
made in contemplation of or in connection with such acquisition, merger or consolidation and were
in existence on the date of such acquisition, merger or consolidation;




          (r) Guarantees by Holdings, the Issuer or any Restricted Subsidiary of leases (other than
Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case
entered into in the ordinary course of business;




          (s) [Reserved]; and




          (t) any Investments in Orbitz TopCo, so long as the amount actually invested in Orbitz TopCo
by Holdings or a Restricted Subsidiary does not increase upon and following the Orbitz IPO (it
being understood that increases in the value of Orbitz TopCo upon and following the Orbitz IPO that
do not result from Investments by Holdings or a Restricted Subsidiary in Orbitz TopCo shall be
permitted by this clause (t));



provided that (x) the only Investment in Travelport Guarantor that shall be permitted to be made
under this Section 5.02 shall be pursuant to the Investment Transaction and (y) no Investment in an
Unrestricted Subsidiary that would otherwise be permitted under this Section 5.02 shall be
permitted hereunder to the extent that any portion of such Investment is used to make any





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prepayments, redemptions, purchases, defeasances and other payments in respect of Junior
Financings.




     Section 5.03 Indebtedness.



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




          (a) Indebtedness of Holdings, the Issuer and any of its Subsidiaries under the Note Documents
(including any increase in the outstanding principal amount of the Notes in respect of a PIK
Payment in accordance with the terms of this Indenture) and any Obligations remaining under the
Second Lien Credit Agreement as of the date hereof;




          (b) Indebtedness (i) outstanding on the First Lien Original Issue Date and listed on
Schedule 7.03(b) and, other than in respect of any letter of credit or any surety bond
listed thereon or any drawing upon any such letter of credit or surety bond, any Permitted
Refinancing thereof; and (ii) intercompany Indebtedness outstanding on the First Lien Original
Issue Date;




          (c) Guarantees by Holdings, the Issuer or any Restricted Subsidiary in respect of Indebtedness
of Holdings, the Issuer or any Restricted Subsidiary otherwise permitted hereunder (except that a
Restricted Subsidiary that is not an Obligor may not, by virtue of this Section 5.03(c), Guarantee
Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 5.03);
provided that, (A) no Guarantee by any Restricted Subsidiary of any Indebtedness, the First Lien
Credit Agreement, any High Yield Note, Junior Financing, Permitted Refinancing Indebtedness or
First Lien Credit Agreement Permitted Refinancing Indebtedness shall be permitted unless such
Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the
terms set forth in the Second Lien 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 Holders as those contained in the subordination
of such Indebtedness;




          (d) Indebtedness of Holdings, the Issuer or any Restricted Subsidiary owing to Holdings, the
Issuer or any other Restricted Subsidiary to the extent constituting an Investment permitted by
Section 5.02; provided that, all such Indebtedness of any Obligor owed to any Person that
is not an Obligor shall be subject to the subordination terms set forth in Section 5.03 of the
Second Lien 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 days after the applicable acquisition, construction, repair,
replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback
transactions permitted by Section 5.05(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 5.03(e) shall
not exceed 5.0% of Total Assets at such time;






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          (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates,
foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and
not for speculative purposes;




          (g) Indebtedness of the Issuer, any Foreign Subsidiary or any Guarantor (i) assumed in
connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in
each case, that is secured only by the assets or business acquired in the applicable Permitted
Acquisition (including any acquired Equity Interests) and so long as both immediately prior and
after giving effect thereto, (A) no Default shall exist or result therefrom and (B) the aggregate
principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing
thereof at any time outstanding pursuant to this clause (g) does not exceed $145,000,000; provided
that, the aggregate amount of Indebtedness outstanding at Persons that are not Obligors 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 Issuer or any Restricted Subsidiary (A) assumed in
connection with any Permitted Acquisition; provided that, such Indebtedness is not incurred in
contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and
(ii) any Permitted Refinancing of the foregoing; provided that, in each case, such Indebtedness and
all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured, (w) both
immediately prior and after giving effect thereto, no Default shall exist or result therefrom, (x)
matures after, and does not require any scheduled amortization or other scheduled payments of
principal prior to, the Maturity Date (it being understood that such Indebtedness may have
mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y)
hereof), (y) has terms and conditions (other than interest rate, redemption premiums and
subordination terms), taken as a whole, that are not materially less favorable to the Issuer as the
terms and conditions of the High Yield Notes as of the Closing Date, and (z) with respect to such
Indebtedness described in the immediately preceding clause (B) or any Permitted Refinancing
thereof, is incurred by the Issuer or a Guarantor; provided further that, notwithstanding
anything contained in the Note 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 $145,000,000 and (b) the only obligors with respect to any
Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of
Indebtedness in respect thereof shall be of those Persons who were obligors of such Indebtedness
immediately prior to such Permitted Acquisition;




          (i) Indebtedness representing deferred compensation to employees of the Issuer 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 5.06;




          (k) Indebtedness incurred by Holdings, the Issuer or any Restricted Subsidiary in a Permitted
Acquisition, any other Investment expressly permitted hereunder or any






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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 Issuer or any Restricted
Subsidiary under deferred compensation or other similar arrangements incurred by such Person in
connection with the First Lien Original Issue Date Transaction and Permitted Acquisitions or any
other Investment expressly permitted hereunder;




          (m) Indebtedness in respect of netting services, overdraft protections and similar
arrangements in each case in connection with deposit accounts;




          (n) Indebtedness in an aggregate principal amount not to exceed $362,500,000, at any time
outstanding; provided that, a maximum of $145,000,000 in aggregate principal amount of such
Indebtedness (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are
not Guarantors outstanding at any time under Section 5.03(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 Issuer 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 thirty 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 Issuer or any of the
Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar
instruments related thereto, in each case in the ordinary course of business or consistent with
past practice;




          (r) [Reserved];




          (s) Indebtedness supported by a letter of credit, in a principal amount not to exceed the face
amount of such letter of credit, so long as such letter of credit is otherwise permitted under this
Section 5.03;




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




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





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




          (w) all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in clauses (a) through (v)
above;



provided that, no Indebtedness that would otherwise be permitted under this Section 5.03
shall be permitted hereunder to the extent such Indebtedness constitutes a PIK Guarantee.




     Section 5.04 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 Issuer (including a merger, the purpose
of which is to reorganize the Issuer into a new jurisdiction); provided that, (x) the Issuer shall
be the continuing or surviving Person and (y) such merger does not result in the Issuer 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 an Obligor is merging with another Restricted Subsidiary, an Obligor shall be
the continuing or surviving Person;




          (b) (i) any Subsidiary that is not an Obligor may merge or consolidate with or into any other
Subsidiary that is not an Obligor and (ii) any Subsidiary (other than the Issuer) 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
Holders;




          (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Issuer or to another Restricted Subsidiary; provided
that, if the transferor in such a transaction is a Guarantor or a Issuer, then (i) the transferee
must either be the Issuer 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 an Obligor in accordance with Sections 5.02 and 5.03, respectively;




          (d) so long as no Default exists or would result therefrom, the Issuer may merge with any
other Person; provided that, (i) the Issuer shall be the continuing or surviving
corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not
the Issuer (any such Person, the “Successor Issuer”), (A) the Successor Issuer 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 Issuer shall expressly assume all the
obligations of the Issuer under this Indenture and the other Note Documents to which the Issuer is
a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the
Collateral Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation,
shall have by a supplement to the Second Lien Guaranty confirmed that its Guarantee shall apply to
the Successor Issuer’s obligations under this





88









 







Indenture, (D) each Guarantor, unless it is the other
party to such merger or consolidation, shall have by a supplement to the Second Lien Security
Agreement confirmed that its obligations thereunder shall apply to the Successor Issuer’s
obligations under this Indenture, (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 Issuer’s
obligations under this Indenture, and (F) the Issuer shall have delivered to the Trustee an
officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and
such supplement to this Indenture or any Collateral Document comply with this Indenture; provided
further that, if the foregoing are satisfied, the Successor Issuer will succeed to, and be
substituted for, the Issuer under this Indenture;




          (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 5.02;
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 4.11;




          (f) so long as no Default exists or would result therefrom and no material assets have been
transferred to such Subsidiaries from Holdings or any Subsidiary thereof from the Closing Date to
the date of such dissolution or liquidation, the Subsidiaries listed on Schedule 7.04(f) of the
Second Lien Credit Agreement 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 5.05.




     Section 5.05 Dispositions.



          Make any Disposition, except:




          (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business and Dispositions of property no longer used or useful in the
conduct of the business of the Issuer and the Restricted Subsidiaries;




          (b) Dispositions of inventory and immaterial assets in the ordinary course of business;




          (c) Dispositions of property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property that is promptly purchased or (ii) the
proceeds of such Disposition are promptly applied to the purchase price of such replacement
property (which replacement property is actually promptly purchased);




          (d) Dispositions of property to the Issuer or to a Restricted Subsidiary; provided that, if
the transferor of such property is a Guarantor or a Issuer (i) the transferee thereof must either
be a Issuer or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such
transaction is permitted under Section 5.02;






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          (e) Dispositions permitted by Sections 5.04 and 5.06 and Liens permitted by Section 5.01 and
Investments permitted by Section 5.02;




          (f) Dispositions of property (other than IP Collateral) pursuant to sale-leaseback
transactions; provided that, (i) with respect to such property owned by Holdings, the
Issuer or any Restricted Subsidiary on the Closing Date, the fair market value of all property so
Disposed of after the Closing Date (taken together with the aggregate book value of all property
Disposed of pursuant to Section 5.05(j)) shall not exceed 6.5% of Total Assets per year and (ii)
with respect to such property acquired by Holdings, the Issuer or any Restricted Subsidiary after
the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy
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 Issuer 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 5.05; 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 5.05(f)) shall not exceed 6.5% of Total Assets per year and (iii)
with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of
$18,850,000, Holdings, the Issuer 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 5.01 and Liens
permitted by Section 5.01(s) and clauses (i) and (ii) of Section 5.01(u)); provided, however that,
for the purposes of this clause (iii), (A) any liabilities (as shown on Holdings’, the Issuer’s or
such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes
thereto) of Holdings, the Issuer or such Restricted Subsidiary, other than liabilities that are by
their terms subordinated to the payment in cash of the Obligations, that are assumed by the
transferee with respect to the applicable Disposition and for which Holdings, the Issuer and all of
the Restricted Subsidiaries shall have been validly released by all applicable creditors in
writing, (B) any securities received by Holdings, the Issuer or such Restricted Subsidiary from
such transferee that are converted by Holdings, the Issuer or such Restricted Subsidiary into cash
(to the extent of the cash received) within one hundred and eighty days following the closing of
the applicable Disposition and (C) any Designated Non-Cash Consideration received by Holdings, the
Issuer or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market
value, taken together with all other Designated Non-Cash Consideration received pursuant to this
clause (C) that is at that time outstanding, not in excess of 2.5% of Total Assets (as such term is
defined in each of the Senior Notes Indentures as of the Closing Date) at the






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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) of the Second Lien Credit
Agreement, so long as no material assets are transferred to any such Subsidiary from Holdings or
any Subsidiary thereof from the Closing Date to the date of such Disposition;




          (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant
to customary buy/sell arrangements between, the joint venture parties set forth in joint venture
arrangements and similar binding arrangements;




          (m) any Disposition of any Subsidiary listed on Schedule 7.05(m) of the Second Lien Credit
Agreement to any wholly owned Subsidiary that is not an Obligor so long as no material assets are
transferred to any such Subsidiary from Holdings or any Subsidiary thereof from the Closing Date to
the date of such Disposition;




          (n) any Disposition of Equity Interests of Orbitz TopCo; provided that, if the
obligations under the First Lien Credit Agreement have been paid in full in Same Day Funds and
there are no commitments or letters of credit outstanding under the First Lien Credit Agreement
(unless fully collateralized), then Net Cash Proceeds of such Disposition shall be subject to
Section 3.08 hereof;




          (o) entry into the Permitted Disposition Agreement and consummation of the Permitted
Disposition; provided that, (i) the Permitted Disposition shall not be consummated unless at least
$655,000,000 of Net Cash Proceeds will be received by the Issuer and/or its Subsidiaries (other
than an Unrestricted Subsidiary) upon consummation thereof, (ii) such Net Cash Proceeds shall have
been applied to prepay First Lien Loans pursuant to Section 2.05(b)(ii) of the First Lien Credit
Agreement; (iii) notwithstanding any provision to the contrary contained in the Note Documents, the
Permitted Disposition shall only be made pursuant to and in accordance with this Section 5.05(o)
and not pursuant to any other provision of this Indenture, and (iv) the Issuer shall give prompt
written notice to the Trustee of the earlier to occur of (A) the termination or expiration of the
Permitted Disposition Agreement and (B) the consummation of the Permitted Disposition;




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




          (q) the Disposition of Series A Notes to Travelport Guarantor pursuant to the Investment
Transaction;



provided that, any Disposition of any property pursuant to this Section 5.05 (except
pursuant to Sections 5.05(e), (m) and (q) and except for Dispositions from an Obligor to another
Obligor), 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
5.05 to any Person other than Holdings, the Issuer or any Restricted Subsidiary, such Collateral
shall be sold






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free and clear of the Liens created by the Note Documents, and, if requested by the
Trustee, upon the certification by the Issuer that such Disposition is permitted by this Indenture,
the Trustee or the Collateral Agent, as applicable, shall be authorized to take any actions deemed
appropriate in order to effect the foregoing.




     Section 5.06 Restricted Payments.



          Declare or make, directly or indirectly, any Restricted Payment, except:




          (a) the Issuer and each Restricted Subsidiary may make Restricted Payments to Holdings, the
Issuer and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly owned Restricted Subsidiary, to Holdings, the Issuer 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 Issuer 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 5.03) of such Person;




          (c) [Reserved];




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




          (e) to the extent constituting Restricted Payments, Holdings, the Issuer and the Restricted
Subsidiaries may enter into and consummate transactions expressly permitted by any provision of
Section 5.04 or 5.08 other than Section 5.08(f);




          (f) repurchases of Equity Interests in Holdings, the Issuer 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 Issuer or any Intermediate Holding Company after a Qualifying IPO of
Holdings, the Issuer 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 Issuer or any Intermediate Holding Company after a Qualifying IPO
of Holdings, the Issuer or such Intermediate Holding Company, as the case may be) by any future,
present or former employee or director of Holdings (or any direct or indirect parent of Holdings)
or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director
stock option plan or any other employee or director benefit plan or any agreement (including any
stock subscription or shareholder agreement) with any employee or director of Holdings or any of
its Subsidiaries; provided that, the aggregate amount of Restricted Payments made pursuant to this
clause (g) shall not exceed $37,700,000, in any calendar year (which shall increase to $47,125,000
subsequent to the consummation of a Qualifying IPO of Holdings, the Issuer or such Intermediate
Holding Company, as the case may be) (with unused amounts in any calendar year being carried over
to succeeding calendar years





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subject to a maximum (without giving effect to the following proviso)
of $47,125,000 in any calendar year (which shall increase to $94,250,000, subsequent to the
consummation of a Qualifying IPO of Holdings, the Issuer or such Intermediate Holding Company, as
the case may be)); provided further that, such amount in any calendar year may be increased
by an amount not to exceed:





          (i) the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified
Equity Interests) of Holdings and, to the extent contributed to Holdings, Equity Interests
of any of Holdings’ direct or indirect parent companies, in each case to members of
management, directors or consultants of Holdings, any of its Subsidiaries or any of its
direct or indirect parent companies that occurs after the Closing Date, to the extent the
Net Cash Proceeds from the sale of such Equity Interests have been Not Otherwise Applied to
the payment of Restricted Payments by virtue of Section 5.06(i); plus




          (ii) the Net Cash Proceeds of key man life insurance policies received by Holdings or
its Restricted Subsidiaries; less




          (iii) the amount of any Restricted Payments previously made with the cash proceeds
described in clauses (i) and (ii) of this Section 5.06(g):


provided further that any cancellation of Indebtedness owing to Holdings from members of management
of Holdings, any of Holdings’ direct or indirect parent companies or any of Holdings’ Restricted
Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any of its direct
or indirect parent companies will be deemed not to constitute a Restricted Payment for purposes of
this covenant or any other provision of this Indenture;




          (h) the Issuer 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 Issuer or
its Subsidiaries determined as if the Issuer and its Subsidiaries filed separately;




          (ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted
Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses
incurred in the ordinary course of business and other corporate overhead costs and expenses
(including administrative, legal, accounting and similar expenses provided by third
parties), which are reasonable and customary and incurred in the ordinary course of
business, in an aggregate amount not to exceed $5,655,000 in any fiscal year plus any
reasonable and customary indemnification claims made by directors or officers of Holdings
(or any parent thereof) attributable to the ownership or operations of the Issuer and its
Subsidiaries;




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          (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 5.06(g);




          (v) to finance any Investment permitted to be made pursuant to Section 5.02; 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
Issuer or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section
5.04) of the Person formed or acquired into the Issuer or its Restricted Subsidiaries in
order to consummate such Permitted Acquisition, in each case, in accordance with the
requirements of Section 4.11; 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 Indenture;



          (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 Issuer may make additional Restricted
Payments to Holdings the proceeds of which may be utilized by Holdings to make additional
Restricted Payments, in an aggregate amount, together with the aggregate amount of (A) prepayments,
redemptions, purchases, defeasance and other payments in respect of Junior Financings made pursuant
to Section 5.11(a)(ii)(D) and (B) loans and advances to Holdings made pursuant to Section 5.02(m)
in lieu of Restricted Payments permitted by this clause (i), not to exceed the aggregate amount of
Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made
pursuant to Section 8.05 of the First Lien Credit Agreement) that are Not Otherwise Applied;




          (j) [Reserved]; and




          (k) Restricted Payments made on or after the Closing Date to consummate the Restructuring
Transaction (as defined in the Second Lien Credit Agreement as in effect on the date hereof) in an
aggregate amount not to exceed $297,000,000.




     Section 5.07 Change in Nature of Business.



          Engage in any material line of business substantially different from those lines of business
conducted by the Issuer and the Restricted Subsidiaries on the Closing Date or any business
reasonably related or ancillary thereto.




     Section 5.08 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 Obligors or any




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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 Issuer or such Restricted Subsidiary as would
be obtainable by Holdings, the Issuer or such Restricted Subsidiary at the time in a comparable
arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and
expenses related to the First Lien Original Issue Date Transaction or the Investment Transaction,
(d) the issuance of Equity Interests to the management of Holdings or any of its Subsidiaries in
connection with the First Lien Original Issue Date Transaction, (e) the payment of management and
monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount
permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the First Lien
Original Issue Date and any Sponsor Termination Fees not to exceed the amount set forth in the
Sponsor Management Agreement as in effect on the First Lien Original Issue Date and related
indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other
acquisitions or retirements of Equity Interests by Holdings permitted under Section 5.06, (g) loans
and other transactions by Holdings, the Issuer and the Restricted Subsidiaries to the extent
permitted under this Article 5, (h) employment and severance arrangements between Holdings, the
Issuer 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
Issuer and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and
any such parent thereof), the Issuer and the Restricted Subsidiaries on customary terms to the
extent attributable to the ownership or operation of the Issuer 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 Issuer and the Restricted
Subsidiaries in the ordinary course of business to the extent attributable to the ownership or
operation of Holdings, the Issuer and the Restricted Subsidiaries, (k) transactions pursuant to
permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 of the Second
Lien Credit Agreement or any amendment thereto to the extent such an amendment is not adverse to
the Holders in any material respect, (l) dividends, redemptions and repurchases permitted under
Section 5.06, (m) customary payments by Holdings, the Issuer and any Restricted Subsidiaries to the
Sponsor made for any financial advisory, financing, underwriting or placement services or in
respect of other investment banking activities (including in connection with acquisitions or
divestitures), which payments are approved by the majority of the members of the board of directors
or a majority of the disinterested members of the board of directors of Holdings in good faith, and
(n) the consummation of the Investment Transaction.




     Section 5.09 Burdensome Agreements.



          Enter into or permit to exist any Contractual Obligation (other than this Indenture or any
other Note Document) that limits the ability of (a) any Restricted Subsidiary that is not a
Guarantor to make Restricted Payments to the Issuer or any Guarantor or (b) the Issuer or any
Obligor to create, incur, assume or suffer to exist Liens on property of such Person for the
benefit of the Holders with respect to the Obligations or under the Note Documents; provided that,
the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on
the First Lien Original Issue Date and (to the extent not otherwise permitted by this Section 5.09)
are listed on Schedule 7.09 of the Second Lien Credit Agreement 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





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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 4.14, (iii)
represent Indebtedness of a Restricted Subsidiary which is not an Obligor which is permitted by
Section 5.03, (iv) arise in connection with any Disposition permitted by Section 505, (v) are
customary provisions in joint venture agreements and other similar agreements applicable to joint
ventures permitted under Section 5.02 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 5.03 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 5.03(e) or 5.03(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 5.03(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 Issuer or any
Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered
into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by
customers under contracts entered into in the ordinary course of business or (xii) are restrictions
set forth in the First Lien Debt Documents, any Permitted Refinancing Indebtedness Documentation or
First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation.




     Section 5.10 Accounting Changes.



          Make any change in fiscal year; provided, however that, Holdings may, upon written notice to
the Trustee, change its fiscal year to any other fiscal year reasonably acceptable to (x) until the
Discharge of First Priority Claims (as defined in the Intercreditor Agreement), the First Priority
Collateral Agent , and (y) from and after the Discharge of First Priority Claims (as defined in the
Intercreditor Agreement), the Required Holders, in each which case, the Issuer and the Trustee
will, and are hereby authorized by the Holders to, make any adjustments to this Indenture that are
necessary to reflect such change in fiscal year.




     Section 5.11 Prepayments, Etc. of Indebtedness.



          (a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner or make any payment of interest in respect of, the Senior Subordinated Notes,
any subordinated Indebtedness incurred under Section 5.03(h) or any other Indebtedness that is
required to be subordinated to the Obligations pursuant to the terms of the Note Documents
(collectively, “Junior Financing”) or
(ii) make any payment in violation of any subordination terms of any Junior Financing
Documentation, except (A) the refinancing thereof with the Net Cash Proceeds of any







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Indebtedness
(to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is
permitted pursuant to Section 5.03(h)), to the extent not required to redeem any Notes pursuant to
Section 3.08 or of any Indebtedness of Holdings, (B) the conversion of any Junior Financing to
Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or
indirect parents, (C) the prepayment of Indebtedness of the Issuer or any Restricted Subsidiary to
the Issuer or any Restricted Subsidiary to the extent expressly permitted by the Collateral
Documents, (D) the payment of regularly scheduled interest in respect of Junior Financings, and (E)
prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings
prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1)
Restricted Payments made pursuant to Section 5.06(i) and (2) loans and advances to Holdings made
pursuant to Section 5.02(m), not to exceed the amount of Net Cash Proceeds of Permitted Equity
Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05 of the First Lien
Credit Agreement that are Not Otherwise Applied).




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




     Section 5.12 Equity Interests of the Issuer 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 4.14.




     Section 5.13 Holding Company; Foreign Subsidiaries.



          In the case of Holdings, Intermediate Parent and TDS Intermediate Parent, conduct, transact or
otherwise engage in any business or operations other than those incidental to (i) its ownership of
the Equity Interests of the Issuer and the Foreign Holdco or other Foreign Subsidiaries, (ii) the
maintenance of its legal existence, (iii) the performance of the Note Documents, the Purchase
Agreement and the other agreements contemplated by the Purchase Agreement, (iv) the performance of
the First Lien Debt Documents to which it is a party, (v) any public offering of its common stock
or any other issuance of its Equity Interests not prohibited by this Article 5 or (vi) any
transaction that Holdings, Intermediate Parent or TDS Intermediate Parent is permitted to enter
into or consummate under this Article 5.




ARTICLE 6




DEFAULTS AND REMEDIES


Section 6.01 Events of Default.




          An “Event of Default” wherever used herein, means any one of the following events:




          (a) Non-Payment. The Issuer or any other Obligor fails to pay (i) when and as
required to be paid herein, any amount of principal on the Notes or (ii) within five Business






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Days after the same becomes due, any interest on or with respect to the Notes or any amount payable
hereunder or under or with respect to any other Note Document; or




          (b) Specific Covenants. Holdings or the Issuer fails to perform or observe any term,
covenant or agreement contained in any of Sections 4.03(a) or 4.05(a) (solely with respect to
Holdings and the Issuer) or Article 5; or




          (c) Other Defaults. Any Obligor fails to perform or observe any other covenant or
agreement (not specified in Section 6.01(a) or (b) above) contained in any Note Document on its
part to be performed or observed and such failure continues for thirty (30) days after notice
thereof by the Trustee to the Issuer; or




          (d) Representations and Warranties. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Issuer or any other Obligor herein, in
any other Note 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 Obligor or any Restricted Subsidiary (A) fails to make any
payment beyond the applicable grace period with respect thereto, if any (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise), in respect of any Indebtedness
(other than Indebtedness hereunder and the Indebtedness under the First Lien Debt Documents and
First Lien Credit Agreement Permitted Refinancing Indebtedness) having an aggregate principal
amount of not less than the Threshold Amount, or (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder and the
Indebtedness under the First Lien Debt Documents and First Lien Credit Agreement Permitted
Refinancing Indebtedness), or any other event occurs (other than, with respect to Indebtedness
consisting of First Lien Secured Hedge Agreements, termination events or equivalent events pursuant
to the terms of such First Lien Secured Hedge Agreements), the effect of which default or other
event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of
notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or
redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not
apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and
under the documents providing for such Indebtedness; or




          (f) Insolvency Proceedings, Etc. Any Obligor 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 calendar days; or any





98









 







proceeding under any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues undismissed or
unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or




          (g) Inability to Pay Debts; Attachment. (i) Any Obligor 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
Obligors, taken as a whole, and is not released, vacated or fully bonded within sixty days after
its issue or levy; provided that, references in this clause (g) of Section 6.01 to any Restricted
Subsidiary or Obligor 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, Issuer 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 Issuer 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).




          (h) Judgments. There is entered against any Obligor 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 Obligor under
Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material
Adverse Effect, (ii) any Obligor 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 Note Documents. Any material provision of any Note Document, at any
time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder (including as a result of a transaction permitted under Section 5.04 or
5.05) or as a result of acts or omissions by the Trustee or any Holder or the satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Obligor contests in writing
the validity or enforceability of any provision of any Note Document; or any Obligor denies in
writing that it has any or further liability or obligation under any Note Document (other than
as a







99









 







result of repayment in full of the Obligations), or purports in writing to revoke or rescind
any Obligor; or




          (k) Change of Control. There occurs any Change of Control; or




          (l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant
to the terms of this Agreement shall for any reason (other than pursuant to the terms hereof or
thereof, including as a result of a transaction permitted under Section 5.04 or 5.05) 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 5.01, except to the extent that any such loss of perfection or priority results from
the failure of the Trustee or the Collateral Agent to maintain possession of certificates actually
delivered to it representing securities pledged under the Collateral Documents or to file Uniform
Commercial Code continuation statements and except as to Collateral consisting of real property to
the extent that such losses are covered by a lender’s title insurance policy and such insurer has
not denied or failed to acknowledge coverage, (ii) any of the Equity Interests of the Issuer
ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by
the Security Agreement, Liens created by the First Lien Collateral Documents, Liens created by the
collateral documents governing any Permitted Refinancing Indebtedness, or any nonconsensual Liens
arising solely by operation of Law or (iii) the Intercreditor Agreement is not or ceases to be
binding on or enforceable against any party thereto (or against any person on whose behalf any such
party makes any covenant or agreements therein), or shall otherwise not be effective to create the
rights and obligations purported to be created thereunder; or




          (m) Junior Financing Documentation. (i) Any of the Obligations of the Obligors under
the Note Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term)
or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior
Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing
Documentation shall, in whole or in part, cease to be effective or cease to be legally valid,
binding and enforceable against the holders of any Junior Financing, if applicable.




          (n) Default under First Lien Debt Documents. (i) Any Obligor or any Restricted
Subsidiary 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 the First Lien Debt Documents or First Lien Credit Agreement Permitted Refinancing
Indebtedness, or (ii) the maturity of the Indebtedness under the First Lien Debt Documents or First
Lien Credit Agreement Permitted Refinancing Indebtedness shall have been accelerated.




     Section 6.02 Acceleration.



          If an Event of Default specified in clause (a) of Section 6.01 hereof occurs and is continuing
under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then
total outstanding Notes may declare the principal, interest and any other monetary
obligations on all the then outstanding Notes to be due and payable immediately. Upon the





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effectiveness of such declaration, such principal and interest shall be due and payable
immediately.




          Notwithstanding the foregoing, in the case of an Event of Default arising under clause (f) or
(g) of Section 6.01 hereof, all outstanding Notes shall be due and payable immediately without
further action or notice.




          The Required Holders by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences if the rescission would not conflict with any judgment
or decree and if all existing Events of Default (except nonpayment of principal, interest, or
premium (if any) that has become due solely because of the acceleration) have been cured or waived.




     Section 6.03 Other Remedies.



          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




     Section 6.04 Waiver of Past Defaults.



          Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default and its consequences hereunder, except a continuing Default in the payment of the principal
of, premium, if any, or interest on, any Note held by a non-consenting Holder; provided, subject to
Section 6.02 hereof, that the Required Holders may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.




     Section 6.05 Control by Majority.



          Holders of a majority in principal amount of the then total outstanding Notes may direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow
any direction that conflicts with law or this Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in
personal liability.





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     Section 6.06 Limitation on Suits.



          No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:





          (1) such Holder has previously given the Trustee notice that an Event of
Default is continuing;




          (2) Holders of at least 25% in principal amount of the total outstanding Notes
have requested the Trustee to pursue the remedy;




          (3) Holders of the Notes have offered the Trustee security or indemnity
reasonably satisfactory to the Trustee against any loss, liability or expense;




          (4) the Trustee has not complied with such request within sixty days after the
receipt thereof and the offer of security or indemnity; and




          (5) Holders of a majority in principal amount of the total outstanding Notes
have not given the Trustee a direction inconsistent with such request within such
sixty day period.



          A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.




     Section 6.07 Collection Suit by Trustee.



          If an Event of Default specified in Section 6.01(a) hereof occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount of principal of, premium, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.




     Section 6.08 Restoration of Rights and Remedies.



          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding has been
instituted.




     Section 6.09 Rights and Remedies Cumulative.



          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any






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other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




     Section 6.10 Delay or Omission Not Waiver.



          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.




     Section 6.11 Trustee May File Proofs of Claim.



          The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer
(or any other obligor upon the Notes including the Guarantors), its creditors or its property and
shall be entitled and empowered to participate as a member in any official committee of creditors
appointed in such matter and to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.
To the extent that the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.




     Section 6.12 Priorities.



          After the exercise of remedies provided for in this Article 6 (or after the Notes have
automatically become immediately due and payable as set forth in the second paragraph of Section
6.02), any amounts received on account of the Obligations shall be applied by the Trustee in the
following order:








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          (i) 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 13.21 and amounts payable under Article 14) payable to the Trustee in
its capacity as such;




          (ii) to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal and interest) payable to the Holders (including Attorney
Costs payable under Sections 10.04 and 10.05 and amounts payable under Article 14), ratably
among them in proportion to the amounts described in this clause (ii) payable to them;




          (iii) to payment of the Obligations due and unpaid on the Series B Notes for principal
and interest, if any, ratably among the Holders of Series B Notes;




          (iv) to payment of the Obligations due and unpaid on the Series A Notes for principal
and interest, if any, ratably among the Holders of Series A Notes;




          (v) to the payment of all other Obligations of the Obligors that are due and payable to
the Trustee, the Collateral Agent, the Holders, the Agents and each other Second Lien
Secured Party, ratably based upon the respective aggregate amounts of all such Obligations
owing to each such Person on such date; and




          (vi) the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Issuer or as otherwise required by Laws.



          The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.12.




     Section 6.13 Undertaking for Costs.



          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.13 does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in aggregate principal amount of the then outstanding Notes.




     Section 6.14 Rights of Holders of Notes to Receive Payment.



          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with a mandatory redemption), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.








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ARTICLE 7




TRUSTEE



     Section 7.01 Duties of Trustee.



          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.




          (b) Except during the continuance of an Event of Default:





          (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




          (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the requirements
of this Indenture.



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




          (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




          (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved in a court of competent jurisdiction that the
Trustee was negligent in ascertaining the pertinent facts; and




          (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.02,
6.04 or 6.05 hereof.




          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.




          (e) The Trustee shall be under no obligation to exercise any of its rights or powers under
this Indenture at the request or direction of any of the Holders of the Notes unless the Holders
have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss,
liability or expense.








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          (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.




     Section 7.02 Rights of Trustee.



          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall
incur no liability or additional liability of any kind by reason of such inquiry or investigation.




          (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee
may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon.




          (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.




          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.




          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or indemnity satisfactory to it against such
risk or liability is not assured to it.




          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Notes and this Indenture.




          (h) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.








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          (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.




          (j) The Trustee shall not be required to give any bond or surety in respect of the performance
of its powers and duties hereunder.




          (k) The Trustee may request that the Issuer deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.




     Section 7.03 Individual Rights of Trustee.



          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would
have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within ninety days or resign. Any Agent may do the same
with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.




     Section 7.04 Trustee’s Disclaimer.



          The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the
proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Holder or the Paying Agent other than the Trustee, and it shall not be responsible
for any statement or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than its certificate of
authentication.




     Section 7.05 Notice of Defaults; Reports.



          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Holders of Notes a notice of the Default within ten days after the later of the occurrence
thereof and the Trustee’s obtaining knowledge or notice thereof. The Trustee may not withhold from
the Holders notice of any continuing Default. The Trustee shall not be deemed to know of any
Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is such a Default is received by the Trustee in accordance with Section
13.02 hereof at the Corporate Trust Office of the Trustee and such notice references the Notes.




          If any document, report or other information is delivered to the Trustee for further
distribution to the Holders, pursuant to the provisions of Sections 4.01, 4.02 or 4.03(a) or (c),
then the Trustee shall promptly distribute such document, report, or other information to the
Holders.





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     Section 7.06 Reports by Trustee to Holders of the Notes.



          Within sixty days after each May 15, beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act
Section 313(a) (as if the Trust Indenture Act applied to this Indenture) (but if no event described
in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act
Section 313(b)(2) (as if the Trust Indenture Act applied to this Indenture). The Trustee shall
also transmit by mail all reports as specified in Trust Indenture Act Section 313(c) (as if the
Trust Indenture Act applied to this Indenture).




          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to
the Issuer. The Issuer shall promptly notify the Trustee in writing when the Notes are listed on
any stock exchange and of any delisting thereof.




     Section 7.07 Compensation and Indemnity.



          The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the parties shall agree in writing from time to time. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements and expenses of
the Trustee’s agents and counsel.




          The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and its
officers, directors, employees, agents and any predecessor trustee and its officers, directors,
employees and agents for, and hold the Trustee harmless against, any and all loss, damage, claims,
liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the
acceptance or administration of this trust and the performance of its duties hereunder (including
the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors
(including this Section 7.07) or defending itself against any claim whether asserted by any Holder,
the Issuer or any Guarantor, or liability in connective with the acceptance, exercise or
performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the
Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the
claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of
such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability
or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence.




          The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee.




          To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or collected






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by the Trustee, except that held in trust to pay principal and interest on particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(f) hereof occurs, the expenses and the compensation for the services (including the
fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.




     Section 7.08 Replacement of Trustee.



          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Issuer. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing.
The Issuer may remove the Trustee if:




          (a) the Trustee fails to comply with Section 7.10 hereof;




          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;




          (c) a custodian or public officer takes charge of the Trustee or its property; or




          (d) the Trustee becomes incapable of acting.




          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.




          If a successor Trustee does not take office within sixty days after the retiring Trustee
resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of
at least 10% in principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.




          If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee






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pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.




     Section 7.09 Successor Trustee by Merger, Etc.



          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.




     Section 7.10 Eligibility; Disqualification.



          There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by Federal or state authorities and that has, together with its parent, a combined capital and
surplus of at least $150,000,000 as set forth in its most recent published annual report of
condition.




          This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture
Act Sections 310(a)(1), (2) and (5) (as if the Trust Indenture Act applied to this Indenture). The
Trustee shall be subject to Trust Indenture Act Section 310(b) (as if the Trust Indenture Act
applied to this Indenture).




     Section 7.11 Preferential Collection of Claims Against Issuer.



          The Trustee shall be subject to Trust Indenture Act Section 311(a) (as if the Trust Indenture
Act applied to this Indenture), excluding any creditor relationship listed in Trust Indenture Act
Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act
Section 311(a) to the extent indicated therein (as if the Trust Indenture Act applied to this
Indenture).




ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



     Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.



          The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8.




     Section 8.02 Legal Defeasance and Discharge.



          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to
all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied
(“Legal Defeasance”). For this purpose, Legal






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Defeasance means that the Issuer shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the
expense of the Issuer, shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or discharged hereunder:




          (a) the rights of Holders of Notes to receive payments in respect of the principal of,
premium, if any, and interest on the Notes when such payments are due solely out of the trust
created pursuant to this Indenture referred to in Section 8.04 hereof;




          (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes,
registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an
office or agency for payment and money for security payments held in trust;




          (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s
obligations in connection therewith; and




          (d) this Section 8.02.




          Subject to compliance with this Article 8, the Issuer may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.




     Section 8.03 Covenant Defeasance.



          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their obligations under the covenants contained in
Sections 4.01 through 4.13, Section 4.19 and Section 5.01, Sections 5.03 through 5.06 and Sections
5.08 through 5.09 hereof with respect to the outstanding Notes on and after the date the conditions
set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit
to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in






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Section 8.04, Section 6.01(f) and Section 6.01(g) (in each case solely with respect to
Restricted Subsidiaries) hereof shall not constitute Events of Default.




     Section 8.04 Conditions to Legal or Covenant Defeasance.



          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes:




          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:





     (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of the Notes, cash in Dollars, U.S. dollar-denominated
Government Securities or a combination thereof in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest due on the Notes
on the stated maturity date or on the Redemption Date, as the case may be, of such
principal, premium, if any, or interest on such Notes and the Issuer must specify
whether such Notes are being defeased to maturity or to a particular Redemption
Date;




     (2) in the case of Legal Defeasance, the Issuer shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that,
subject to customary assumptions and exclusions,




     (a) the Issuer has received from, or there has been published by, the
United States Internal Revenue Service a ruling, or




     (b) since the issuance of the Notes, there has been a change in the
applicable U.S. Federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, subject to customary assumptions and exclusions, the Holders of the
Notes will not recognize income, gain or loss for U.S. Federal income tax purposes,
as applicable, as a result of such Legal Defeasance and will be subject to U.S.
Federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;




     (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the
Trustee an Opinion of Counsel confirming that, subject to customary assumptions and
exclusions, the Holders of the Notes will not recognize income, gain or loss for
U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be
subject to such tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;



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     (4) no Default (other than that resulting from borrowing funds to be applied to
make such deposit and any similar and simultaneous deposit relating to other
Indebtedness and, in each case, the granting of Liens in connection therewith) shall
have occurred and be continuing on the date of such deposit;




     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under the First Lien Credit Agreement, the
Senior Notes or the Senior Notes Indenture, the Senior Subordinated Notes or the
Senior Subordinated Notes Indenture or any other material agreement or instrument
(other than this Indenture) to which, the Issuer or any Guarantor is a party or by
which the Issuer or any Guarantor is bound (other than that resulting from any
borrowing of funds to be applied to make the deposit required to effect such Legal
Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating
to other Indebtedness, and the granting of Liens in connection therewith);




     (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the
effect that, as of the date of such opinion and subject to customary assumptions and
exclusions following the deposit, the trust funds will not be subject to the effect
of Section 547 of Title 11 of the United States Code;




     (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate
stating that the deposit was not made by the Issuer with the intent of defeating,
hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or
others; and




     (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and
an Opinion of Counsel (which Opinion of Counsel may be subject to customary
assumptions and exclusions) each stating that all conditions precedent provided for
or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be,
have been complied with.



     Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions.



          Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Holder or the Paying Agent
(including the Issuer or a Guarantor acting as a Holder or the Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium (if any), and interest, but such money need not be segregated from other funds
except to the extent required by law.




          The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or Government Securities deposited pursuant to






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Section 8.04 hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Notes.




          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuer from time to time upon the request of the Issuer any money or Government Securities
held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.




     Section 8.06 Repayment to Issuer.



          Subject to any applicable abandoned property law, any money deposited with the Trustee or any
Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, any
premium, or interest on any Note and remaining unclaimed for two years after such principal, and
any premium, or interest has become due and payable shall be paid to the Issuer on its request or
(if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease.




     Section 8.07 Reinstatement.



          If the Trustee or Paying Agent is unable to apply any United States dollars or Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes
any payment of principal of, any premium, or interest on any Note following the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.




ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER



     Section 9.01 Without Consent of Holders of Notes.



          Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or
this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes
without the consent of any Holder:





     (1) to cure any ambiguity, omission, mistake, defect or inconsistency, provided
that the rights of the Specified Holders are not adversely affected in any material
respect;



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     (2) to provide for uncertificated Notes in addition to or in place of
certificated Notes;




     (3) to provide the assumption of the Issuer’s or any Guarantor’s obligations to
the Holders of Notes in the case of a merger of consolidation or disposition of all
or substantially all of the Issuer’s or such Guarantor’s assets, in each case, which
is permitted under this Indenture;




     (4) to make any change that would provide any additional rights or benefits to
the Holders or that does not adversely affect the legal rights under this Indenture
of any such Holder;




     (5) to add covenants for the benefit of the Holders or to surrender any right
or power conferred upon the Issuer or any Guarantor;




     (6) to evidence and provide for the acceptance and appointment under this
Indenture of a successor Trustee thereunder pursuant to the requirements thereof;




     (7) to add a Guarantor under this Indenture;




     (8) making any amendment to the provisions of this Indenture relating to the
transfer and legending of Notes as permitted by this Indenture, including, without
limitation, to facilitate the issuance and administration of the Notes; provided,
however that, (i) compliance with this Indenture as so amended would not result in
Notes being transferred in violation of the Securities Act or any applicable
securities law and (ii) such amendment does not materially and adversely affect the
rights of Holders to transfer Notes.



          Upon the request of the Issuer accompanied by a resolution of its board of directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 9.04 hereof, the Trustee shall join with the Issuer
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or immunities under this
Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in
connection with the addition of a Guarantor under this Indenture upon execution and delivery by
such Guarantor and the Trustee of a Second Lien Guaranty Supplement, and delivery of an Officer’s
Certificate.




     Section 9.02 With Consent of Holders of Notes.



          Except as otherwise set forth in this Indenture and the Intercreditor Agreement, no amendment
or waiver of any provision of this Indenture or any other Note Document, and no consent to any
departure by the Issuer or any other Obligor therefrom, shall be effective unless in writing signed
by the Required Holders and the Issuer or the applicable Obligor, as the case may






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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) postpone any date scheduled for, or reduce the amount of, any payment of
principal or interest hereunder or under the Notes without the written consent of
each Holder directly affected thereby, it being understood that the waiver of (or
amendment to the terms of) any mandatory redemption of the Notes shall not
constitute a postponement of any date scheduled for the payment of principal or
interest;




     (b) reduce the principal of, or the rate of interest specified herein on, any
Note, or (subject to clause (i) of the second proviso to this Section 9.02) any fees
or other amounts payable hereunder or under any other Note Document without the
written consent of each Holder 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 Holders shall be necessary to amend the definition of
“Default Rate” or to waive any obligation of the Issuer to pay interest at the
Default Rate;




     (c) change any provision of this Section 9.02, the definition of “Required
Holders” or Sections 2.17, 6.12 or 9.05 without the written consent of each Holder
affected thereby;




     (d) other than in a transaction permitted under Section 5.05, release all or
substantially all of the Collateral in any transaction or series of related
transactions, without the written consent of each Holder;




     (e) other than in a transaction permitted under Section 5.04 or Section 5.05,
release all or substantially all of the aggregate value of the Guarantees, without
the written consent of each Holder; or




     (f) change the currency in which any Note is denominated without the written
consent of the Holder holding such Notes;


and provided further that (i) no amendment, waiver or consent shall, unless in writing and
signed by the Trustee in addition to the Holders required above, affect the rights or duties of, or
any fees or other amounts payable to, the Trustee under this Indenture or any other Note Document;
and (ii) the consent of Holders holding more than 50% of outstanding principal amount of any Series
of Notes shall be required with respect to any amendment that by its terms adversely affects the
rights of such Series in a manner different than such amendment affects other Series (provided,
that the Notes held or deemed held by Holdings or any Affiliate thereof (other than an Investment
Fund) shall be excluded for purposes of making a determination of such Holders holding more than
50% of such Series).




          Notwithstanding the foregoing, no consent of the Issuer or any Obligor shall be required for
amendments or waivers to the Intercreditor Agreement except to the extent expressly set forth in
the Intercreditor Agreement.








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          Notwithstanding anything to the contrary contained in Section 9.02, guarantees, collateral
security documents and related documents executed by Subsidiaries in connection with this Indenture
may be in a form reasonably determined by the Trustee and may be, together with this Indenture,
amended and waived with the consent of the Trustee at the request of the Issuer without the need to
obtain the consent of any other Holder if such amendment or waiver is delivered in order (i) to
comply with local Laws 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
Indenture and the other Note Documents.




          Upon the request of the Issuer accompanied by a resolution of its board of directors
authorizing the execution of any such amended or supplemental indenture to effect any such
amendment, waiver or consent, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.04 hereof, the Trustee shall join with the Issuer in the execution
of such amended or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer
shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver.




     Section 9.03 Notation on or Exchange of Notes.



          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.




          Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.




     Section 9.04 Trustee to Sign Amendments, Etc.



          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the
board of directors approves it. In executing any amendment, supplement or waiver, the Trustee
shall receive and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying
upon, in addition to the documents required by Section 13.04 hereof and evidence of the requisite
Holder consents, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture and that such
amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any
Guarantors party thereto, enforceable against them in accordance






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with its terms, subject to customary exceptions, and complies with the provisions hereof
(provided that such Officer’s Certificate shall be delivered to the Trustee together with executed
copies of the consents of the Requisite Holders in connection with such amendment, supplement or
waiver, and such Officer’s Certificate and such executed copies shall be made available to any
Specified Holder for examination and verification upon the request of such Specified Holder).
Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the
addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the
Trustee of a Second Lien Guaranty Supplement and delivery of an Officer’s Certificate.




     Section 9.05 Payment for Consent.



          Neither (x) the Issuer nor any Affiliate of the Issuer (other than an Investment Fund) nor (y)
any Person who is at any time a “Permitted Holder” (as such term is defined as of the Closing Date
in the PIK Credit Agreement) or an Affiliate thereof, shall, directly or indirectly, pay or cause
to be paid any consideration, whether by way of interest, fee or otherwise, for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the
Notes unless such consideration is offered to all Holders and is paid to all Holders that so
consent, waive or agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.




     Section 9.06 Additional Voting Terms.



          All Notes issued under this Indenture shall vote and consent together on all matters (as to
which any of such Notes may vote) as one class, except as otherwise expressly specified.
Determinations as to whether Holders of the requisite aggregate principal amount of Notes have
concurred in any direction, waiver or consent shall be made in accordance with this Article Nine
and Section 2.14.




     Section 9.07 Replacement of Specified Holders under Certain Circumstances.



          (a) In the event that (i) the Issuer or the Trustee has requested that the Holders consent to
a departure or waiver of any provisions of the Note Documents or agree to any amendment thereto,
(ii) the consent, waiver or amendment in question requires, in accordance with the terms of Article
9, the agreement of all affected Holders or all the Holders with respect to a certain Series of the
Notes and (iii) the Required Holders (and if applicable, Holders of a majority of outstanding
principal amount of such Series), as determined in accordance with the applicable provisions of
Article 9, have agreed to such consent, waiver or amendment, then any Specified Holder who does
not, with respect to any of the Notes held by it, agree to such consent, waiver or amendment shall
be deemed a “Non-Consenting Holder” with respect to such Notes. For the avoidance of
doubt, and in accordance with Section 1.05(f), a Specified Holder may be a Non-Consenting Holder
with respect to all, or (by exercising the rights of a portion of its Notes in favor of such
consent, waiver or amendment) less than all, of the Notes held by it.




          (b) If at any time (i) any Specified Holder becomes a Non-Consenting Holder with respect to
any Notes held by it or (ii) the Issuer becomes obligated to pay a Specified Holder additional
amounts or indemnity payments described in Section 14.01 or Section 14.03 as a result of any
condition described in such Sections or any Specified Holder ceases to maintain





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Eurocurrency Rate Debt as a result of any condition described in Section 14.02 or Section
14.03, then the Issuer may, on ten (10) Business Days’ prior written notice to the Trustee and such
Specified Holder, replace such Specified Holder by causing such Specified Holder to (and such
Specified Holder shall be obligated to) transfer pursuant to Section 2.06 all of its rights and
obligations under this Indenture and the Notes with respect to which it is a Non-Consenting Holder
to one or more other Persons; provided that neither the Trustee nor any Specified Holder shall have
any obligation to the Issuer to find a replacement Specified Holder or other such Person; and
provided further that (A) in the case of any replacement resulting from a Specified Holder becoming
a Non-Consenting Holder, the applicable proposed replacement Specified Holders shall have agreed to
the applicable departure, waiver or amendment of the Note Documents, and (B) in the case of any
such replacement resulting from a claim for compensation under Section 14.03 or payments required
to be made pursuant to Section 14.01, such replacement will result in a reduction in such
compensation or payments.




          (c) Any replacement of a Specified Holder pursuant to Section 9.07(b) above shall be made in
accordance with Section 2.06. Pursuant to such replacement, (A) the replacement Specified Holder
shall acquire all or a portion, as the case may be, of the replaced Specified Holder’s outstanding
Notes, (B) all obligations of the Issuer owing to the replaced Specified Holder relating to the
Notes so assigned shall be paid in full, at par, by the replacement Specified Holder to such
replaced Specified Holder concurrently with such transfer and (C) upon such payment, the
replacement Specified Holder shall become a Specified Holder hereunder and the replaced Specified
Holder shall cease to constitute a Specified Holder hereunder with respect to such transferred
Notes, except with respect to indemnification provisions under this Indenture, which shall survive
as to such replaced Specified Holder.




ARTICLE 10




GUARANTEES



     Section 10.01 Guarantee.



          Each of the Guarantors hereby reaffirms its guarantee of the Obligations made pursuant to the
Second Lien Guaranty, which guarantee shall continue in full force and effect during the term of
this Indenture and any renewals or extensions thereof and shall continue to guarantee the
Obligations.




     Section 10.02  Reserved.



     Section 10.03  Reserved.



     Section 10.04  Reserved.



     Section 10.05  Benefits Acknowledged.



          Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it
pursuant to its Guarantee are knowingly made in contemplation of such benefits.





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ARTICLE 11




SATISFACTION AND DISCHARGE



     Section 11.01 Satisfaction and Discharge.



          This Indenture shall be discharged and shall cease to be of further effect as to all Notes,
when either:





     (1) all Notes theretofore authenticated and delivered, except lost, stolen or
destroyed Notes which have been replaced or paid and Notes for whose payment money
has theretofore been deposited in trust, have been delivered to the Trustee for
cancellation; or




     (2) (A) all Notes not theretofore delivered to the Trustee for cancellation
have become due and payable by reason of the mailing of a notice of redemption or
otherwise, will become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of
the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to
be deposited with the Trustee or Paying Agent as trust funds in trust solely for the
benefit of the Holders of the Notes, cash in Dollars, U.S. dollar-denominated
Government Securities or a combination thereof in such amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the
entire indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption;




     (B) no Default (other than that resulting from borrowing funds to be applied to
make such deposit or any similar and simultaneous deposit relating to other
Indebtedness) with respect to this Indenture or the Notes shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such deposit
and such deposit will not result in a breach or violation of, or constitute a
default under the First Lien Credit Agreement, the Senior Notes (or the Senior Notes
Indenture), the Senior Subordinated Notes (or the Senior Subordinated Notes
Indenture) or any other material agreement or instrument (other than this
Indenture) to which the Issuer or any Guarantor is a party or by which the
Issuer or any Guarantor is bound (other than resulting from any borrowing of funds
to be applied to make such deposit and any similar and simultaneous deposit relating
to other Indebtedness);




     (C) the Issuer has paid or caused to be paid all sums payable by it under this
Indenture; and




     (D) the Issuer has delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Notes at maturity or the Redemption
Date, as the case may be.



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          In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.




          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the
provisions of Section 11.02 and Section 8.06 hereof shall survive.




     Section 11.02 Application of Trust Money.



          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee or
Paying Agent pursuant to Section 11.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment, either directly or
through any Holder or Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and
interest for whose payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.




          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that, if the Issuer has made any payment of principal of, premium (if any), or interest on
any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.




ARTICLE 12




COLLATERAL DOCUMENTS



     Section 12.01 Collateral Documents.



          (a) In order to secure the due and punctual payment of the Notes, the Issuer and the
Guarantors have entered into and delivered to the Collateral Agent the Second Lien Security
Agreement and the other Collateral Documents, in each case, to which it is a party, to create the
Liens on the Collateral securing their respective obligations under the Notes and the Guarantees.
Each of the Obligors reaffirms the Liens granted pursuant to the Collateral Documents to the
Collateral Agent for the benefit of the Trustee on behalf of the Holders and reaffirms that such
Liens will continue in full force and effect during the term of this Indenture and any renewals or
extensions thereof and shall continue to secure the Obligations and without limitation of the
foregoing, each Domestic Grantor (as such term is defined in the Second Lien Security Agreement)
hereby grants and reaffirms a security interest in favor of the Collateral Agent for the benefit of
the Trustee on behalf of the Holders in all right, title or interest in the Article 9 Collateral
(as such term is defined in the Second Lien Security Agreement) in order to secure the due and
punctual payment of the Notes, pursuant to the Second Lien Security



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Agreement. The obligations of
the Obligors under the Collateral Documents, and the Liens
securing the Obligations, shall be
subject to the Intercreditor Agreement to the extent set forth in Section 13.20.




          (b) The Issuer and the Guarantors shall comply with all covenants and agreements contained in
the Collateral Documents.




          (c) Until the Notes are discharged in full or are otherwise no longer outstanding (whether
pursuant to any Insolvency Proceeding or otherwise), all remedies and enforcement actions in
respect of the Collateral and any foreclosure actions in respect of any Liens on the Collateral,
and all actions, undertakings or consents by the Collateral Agent in respect of the Collateral
shall be undertaken solely at the instruction of Holders of a majority in aggregate principal
amount of the then outstanding Notes, including without limitation:





          (i) the exercise or forbearance from exercise of rights and remedies with respect to
the Collateral and enforcement of Liens securing the Note Documents;




          (ii) the exercise or forbearance from exercise of rights and powers of a holder of
capital stock included in the Collateral;




          (iii) the acceptance of Collateral in full or partial satisfaction of any secured
Indebtedness; and




          (iv) the exercise and forbearance from exercise of all rights and remedies of a secured
party under the UCC or any similar law of any applicable jurisdiction or equity;


provided, however that, any actions constituting a release of all or substantially all of
the Collateral shall require the consent of all Holders of the Notes.




          (d) Until the Notes are discharged in full or are otherwise no longer outstanding, no Second
Lien Secured Party (including any individual Holder of Notes in its capacity as such) other than
the Trustee or Collateral Agent shall have any right to:





          (i) sue, ask or demand or join with any other party to cause the Issuer or any of its
Guarantors to commence any Insolvency Proceeding that would hinder, delay, limit or prohibit
the lawful exercise or enforcement of any right or remedy otherwise available to any Second
Lien Secured Party in respect of the Liens granted to the Collateral Agent in the Collateral
under the Collateral Documents;




          (ii) contest any lawful exercise by the Collateral Agent acting at the direction of, or
as consented to by, the Holders of a majority in aggregate principal amount of the then
outstanding Notes, of any remedy or foreclosure of the Liens on the Collateral;




          (iii) contest any other request for judicial relief made in any court by the Collateral
Agent at the direction of, or as consented to by, the Holders of a majority in aggregate
principal amount of the then outstanding Notes or



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          (iv) oppose or otherwise contest any motion for relief from the automatic stay or for
any injunction against foreclosure or enforcement of Liens granted to the Collateral Agent
in the Collateral under the Collateral Documents, in any Insolvency Proceeding.




Notwithstanding the foregoing, any Holder may take any actions and exercise any and all
rights available to a holder of unsecured claims so long as not in contravention of the
restrictions set forth above or in the Intercreditor Agreement, including the commencement
of a Insolvency Proceeding against the Issuer or any of the Guarantors as an unsecured
creditor or any suit to enforce payment of principal and interest on the Notes or under any
Guarantee.



     Section 12.02 Authorization of Actions to Be Taken.



          (a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each
Collateral Document and the Intercreditor Agreement, in each case, as originally in effect and as
amended, supplemented or replaced from time to time in accordance with its terms or the terms of
this Indenture, authorizes and directs the Collateral Agent and the Trustee to enter into the
Intercreditor Agreement and the other Collateral Documents, and authorizes and empowers the
Collateral Agent and the Trustee to perform their respective obligations, exercise their respective
rights and powers and take any action permitted or required hereunder or thereunder.




          (b) Each of the Collateral Agent and the Trustee is authorized and empowered to receive for
the benefit of the Holders of Notes any funds collected or distributed under the Intercreditor
Agreement and the other Collateral Documents and to make further distributions of such funds to the
Holders of Notes according to the provisions of this Indenture.




          (c) If an Event of Default occurs under this Indenture, the Trustee shall deliver to the
Collateral Agent a written notice of such Event of Default. Subject to Article 7 hereof and the
Intercreditor Agreement, the Trustee, pursuant to the written direction of Holders
representing a majority of principal amount of Notes then outstanding, shall or, in its sole
discretion and without the consent of the Holders of Notes, may direct the Collateral Agent with
respect to any action, omission, forbearance, enforcement or exercise of remedies with respect to
the Collateral. Subject to the terms of the Intercreditor Agreement, each of the Collateral Agent
and the Trustee is authorized and empowered to institute and maintain such suits and proceedings as
it may deem expedient to protect or enforce the Liens securing the Notes and the Guarantees or to
prevent any impairment of Collateral by any acts that may be unlawful or in violation of the
Collateral Documents or this Indenture, and such suits and proceedings as it may deem expedient to
preserve or protect its interests and the interests of the Holders of Notes in the Collateral,
including power to institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the Liens securing the Notes and the Guarantees or be prejudicial to the
interests of Holders of Notes, the Collateral Agent or the Trustee.




     Section 12.03 Further Assurances.



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          (a) Subject to the terms of the Intercreditor Agreement, each of the Issuer and the Guarantors
shall, at its own expense, promptly execute and deliver or otherwise authenticate all further
instruments and documents and take all further action that may be necessary or desirable and that
the Collateral Agent may request, in order to perfect any pledge or security interest granted to
purposed to be granted under the Collateral Documents to enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder and under the Collateral Documents with respect to
any Collateral of such grantor. Without limiting the generality of the foregoing, each of the
Issuer and the Guarantors shall at its own expense, make, execute, endorse, acknowledge, file
and/or deliver to the Collateral Agent from time to time such lists, descriptions and designations
of its Collateral, warehouse receipts, receipts in the nature of warehouse receipts, bills of
lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments and take such further steps relating to the Collateral and other property
or rights covered by the Liens securing Notes and the Guarantees, which are required or may be
required to perfect, preserve or protect its Liens securing the Notes and the Guarantees in the
Collateral.




          (b) To the extent that any Liens securing the Notes and the Guarantees are not perfected as of
the Closing Date (other than as permitted in the Intercreditor Agreement or any Collateral
Document) the Issuer will take such action as to have such Liens perfected prior to the date that
is ninety days from the Closing Date.




     Section 12.04 Collateral and Guaranty Matters.



          The Holders irrevocably agree that:




          (a) any Lien on any property granted to or held by the Trustee or the Collateral Agent under
any Note Document shall be automatically released (i) upon payment in full of all Obligations
(other than contingent indemnification obligations not yet accrued and payable), (ii) at the time
the property subject to such Lien is transferred or to be transferred as part of or in connection
with any transfer permitted hereunder or under any other Note Document to any Person other than
Holdings, the Issuer or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (iii) if
such Lien was required solely as a result of the application of clause (i) or (j) of the definition
of Collateral and Guarantee Requirement and such Lien is no longer required to be provided pursuant
to clause (k) of the definition of Collateral and Guarantee Requirement, (iv) subject to Section
9.02, if the release of such Lien is approved, authorized or ratified in writing by the requisite
Holders, or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such
Guarantor from its obligations under its Guaranty pursuant to clause (c) below;




          (b) to release or subordinate any Lien on any property granted to or held by the Trustee or
the Collateral Agent under any Note Document to the holder of any Lien on such property that is
permitted by Section 5.01(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 or if such Guarantor was required to provide a Guaranty solely




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as a result of
the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and
is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral
and Guarantee Requirement; provided that no such release shall occur if such Guarantor continues to
be a guarantor in respect of the First Lien Credit Agreement, High Yield Notes or any Junior
Financing.




          Upon request by the Trustee or the Collateral Agent at any time, the Required Holders will
confirm in writing the Trustee’s or the Collateral Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Guarantor from its obligations
under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11,
the Trustee or the Collateral Agent will (and each Holder irrevocably authorizes the Trustee or the
Collateral Agent to), at the Issuer’s expense, execute and deliver to the applicable Obligor such
documents as such Obligor 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 Note Documents and this Section 12.04.




          In addition, each Holder acknowledges that obligations of the Issuer and the Guarantors under
the First Lien Debt Documents and Indebtedness thereunder, any Permitted Refinancing Indebtedness
or First Lien Credit Agreement Permitted Refinancing Indebtedness, and certain obligations related
thereto, may be secured by Liens on assets of the Issuer and the Guarantors that constitute
Collateral to the extent permitted hereby. Each Holder hereby irrevocably (i) authorizes the
Trustee or the Collateral Agent to execute and deliver the Intercreditor Agreement, the Pari Passu
Intercreditor Agreement, the intercreditor agreement and any documents relating thereto (including
any amendments to the Collateral Documents) as the
Trustee or the Collateral Agent shall determine to be appropriate, subject to the requirements
set forth herein with respect to such Indebtedness, in each case without any further consent,
authorization or other action by any Holder, (ii) agrees that, upon the execution and delivery of
such Intercreditor Agreement, such Pari Passu Intercreditor Agreement, such intercreditor agreement
or any such document, each Holder will be bound by the provisions thereof as if it were a signatory
thereto and will take no actions contrary to the provisions thereof and (iii) agrees that none of
the Holders or any other Secured Party shall have any right of action whatsoever against the
Trustee or the Collateral Agent as a result of any action taken by such Agent pursuant to this
paragraph or in accordance with the terms of the Intercreditor Agreement, such Pari Passu
Intercreditor Agreement, such intercreditor agreement or any such document.



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     Section 12.05 Appointment of Collateral Agent.



          The Trustee, on behalf of the Holders, hereby appoints and reaffirms Wells Fargo Bank,
National Association to act as Collateral Agent hereunder and under the Collateral Documents for
all Liens securing the Obligations.




ARTICLE 13




MISCELLANEOUS



     Section 13.01 Trust Indenture Act.



          This Indenture shall not be qualified under the Trust Indenture Act and, except as otherwise
expressly provided herein, the provisions of the Trust Indenture Act shall not be applicable to
this Indenture.




     Section 13.02 Notices.



          Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the
others’ address:



If to the Issuer and/or any Guarantor:



Travelport LLC

300 Galleria Parkway

Atlanta, GA 30339

Fax: (212) 915-9169

Attention: Eric J. Bock, Esq.



If to the Trustee or Collateral Agent:





Wells Fargo Bank, National Association

625 Marquette Avenue, 11th Floor

MAC N9311-115

Minneapolis, MN 55479

Attn: Corporate Trust Services-Travelport Administrator

Fax: (612) 667-2160




          The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or
different addresses for subsequent notices or communications.




          All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged,
if faxed; and the next Business Day after timely delivery to the





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courier, if sent by overnight air
courier guaranteeing next day delivery; provided that, any notice or communication
delivered to the Trustee shall be deemed effective upon actual receipt thereof.




          Any notice or communication to a Holder shall be mailed by first-class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by
the Trust Indenture Act (as if the Trust Indenture Act applied to this Indenture). Failure to mail
a notice or communication to a Holder or any defect in it shall not affect its sufficiency with
respect to other Holders.




          If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.




          If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.




     Section 13.03 Communication by Holders of Notes with Other Holders of Notes.



          Holders may communicate with other Holders with respect to their rights under this Indenture
or the Notes as contemplated by Trust Indenture Act Section 312(b) (as if the Trust Indenture Act
applied to this Indenture). The Issuer, the Trustee, the Registrar and anyone else shall have the
protection of Trust Indenture Act Section 312(c) (as if the Trust Indenture Act applied to this
Indenture).




     Section 13.04 Certificate and Opinion as to Conditions Precedent.



          Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take
any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to
the Trustee:




          (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; provided that, such Officer’s Certificate
shall not be given in connection with the original issuance of the Notes; and




          (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied; provided that, such
Opinion of Counsel shall not be given in connection with the original issuance of the Notes.




     Section 13.05 Statements Required in Certificate or Opinion.



          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 4.04




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hereof) shall
comply with the provisions of Trust Indenture Act Section 314(e) (as if the Trust Indenture Act
applied to this Indenture) and shall include:




          (a) a statement that the Person making such certificate or opinion has read such covenant or
condition;




          (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;




          (c) a statement that, in the opinion of such Person, he or she has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may
be limited to reliance on an Officer’s Certificate as to matters of fact); and




          (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.




     Section 13.06 Rules by Trustee and Agents.



          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.




     Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.



          No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or
any of their parent companies shall have any liability for any obligations of the Issuer or the
Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect
of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes.




     Section 13.08 Governing Law.



          THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.




     Section 13.09 Waiver of Jury Trial.



          EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.




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     Section 13.10 Force Majeure.



          In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services.




     Section 13.11 No Adverse Interpretation of Other Agreements.



          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.




     Section 13.12 Successors.



          All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section
10.05 hereof.




     Section 13.13 Severability.



          In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




     Section 13.14 Counterpart Originals.



          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
PDF shall be deemed to be their original signatures for all purposes.




     Section 13.15 Table of Contents, Headings, Etc.



          The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.




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     Section 13.16 Currency of Account; Conversion of Currency; Foreign Exchange
Restrictions.



          (a) Dollars are the sole currency of account and payment for all sums payable by the Issuer
and the Guarantors under or in connection with the Notes and the Guarantees, including damages
related thereto. Any amount received or recovered in a currency other than Dollars by a Holder
(whether as a result of, or of the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum
expressed to be due to it from the Issuer shall only constitute a discharge to the Issuer to the
extent of the U.S. dollar which the recipient is able to purchase with the amount so received or
recovered in that other currency on the date of that receipt or recovery (or, if it is not
practicable to make that purchase on that date, on the first date on which it is practicable to do
so). If that U.S. dollar is less than the U.S. dollar expressed to be due to the recipient under
the applicable Notes, the Issuer shall indemnify it against any loss sustained by it as a result as
set forth in Section 13.16(b). In any event, the Issuer and the Guarantors shall indemnify the
recipient against the cost of making any such purchase. For the purposes of this Section
13.16, it will be sufficient for the Holder of a Note to certify in a satisfactory manner
(indicating sources of information used) that it would have suffered a loss had an actual purchase
of Dollars been made with the amount so received in that other currency on the date of receipt or
recovery (or, if a purchase of Dollars on such date had not been practicable, on the first date on
which it would have been practicable, it being required that the need for a change of date be
certified in the manner mentioned above). The indemnities set forth in this Section 13.16
constitute separate and independent obligations from other obligations of the Issuer and the
Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective
of any indulgence granted by any Holder of the Notes and shall continue in full force and effect
despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due
under the Notes.




          (b) The Issuer and the Guarantors, jointly and severally, covenant and agree that the
following provisions shall apply to conversion of currency in the case of the Notes, the Guarantees
and this Indenture:





          (i) (A) If for the purpose of obtaining judgment in, or enforcing the judgment of, any
court in any country, it becomes necessary to convert into a currency (the “Judgment
Currency”) an amount due in any other currency (the “Base Currency”), then the
conversion shall be made at the rate of exchange prevailing on the Business Day before the
day on which the judgment is given or the order of enforcement is made, as the case may be
(unless a court shall otherwise determine).




          (B) If there is a change in the rate of exchange prevailing between the
Business Day before the day on which the judgment is given or an order of
enforcement is made, as the case may be (or such other date as a court shall
determine), and the date of receipt of the amount due, the Issuer and the Guarantors
will pay such additional (or, as the case may be, such lesser) amount, if any, as
may be necessary so that the amount paid in the Judgment Currency



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when converted at
the rate of exchange prevailing on the date of receipt will produce the amount in
the Base Currency originally due.




          (ii) In the event of the winding-up of the Issuer or any Guarantor at any time while
any amount or damages owing under the Notes, the Guarantees and this Indenture, or any
judgment or order rendered in respect thereof, shall remain outstanding, the Issuer and the
Guarantors shall indemnify and hold the Holders and the Trustee harmless against any
deficiency arising or resulting from any variation in rates of exchange between (i) the date
as of which the Applicable Currency Equivalent of the amount due or contingently due under
the Notes, the Guarantees and this Indenture (other than under this subsection (b)(ii)) is
calculated for the purposes of such winding-up and (ii) the final date for the filing of
proofs of claim in such winding-up. For the purpose of this subsection (b)(ii), the final
date for the filing of proofs of claim in the winding-up of the Issuer or any Guarantor
shall be the date fixed by the liquidator or otherwise in accordance with the relevant
provisions of applicable law as being the latest practicable
date as at which liabilities of the Issuer or such Guarantor may be ascertained for
such winding-up prior to payment by the liquidator or otherwise in respect thereto.



          (c) The obligations contained in subsections (a), (b)(i)(B) and (b)(ii) of this Section 13.16
shall constitute separate and independent obligations from the other obligations of the Issuer and
the Guarantors under this Indenture, shall give rise to separate and independent causes of action
against the Issuer and the Guarantors, shall apply irrespective of any waiver or extension granted
by any Holder or the Trustee or either of them from time to time and shall continue in full force
and effect notwithstanding any judgment or order or the filing of any proof of claim in the
winding-up of the Issuer or any Guarantor for a liquidated sum in respect of amounts due hereunder
(other than under subsection (b)(ii) above) or under any such judgment or order. Any such
deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the
Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the
Issuer or any Guarantor or the liquidator or otherwise or any of them. In the case of subsection
(b)(ii) above, the amount of such deficiency shall not be deemed to be reduced by any variation in
rates of exchange occurring between the said final date and the date of any liquidating
distribution.




          (d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00
a.m. (New York time) for spot purchases of the Base Currency with the Judgment Currency other than
the Base Currency referred to in subsections (b)(i) and (b)(ii) above and includes any premiums and
costs of exchange payable.




     Section 13.17 Confidentiality.



          Each of the Trustee, Collateral Agent and the Holders agrees to maintain the confidentiality
of the Information, except that Information may be disclosed (a) to its Affiliates and its and its
Affiliates’ directors, officers, employees, trustees, numbering, administrative and settlement
service providers, investment advisors and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and shall agree to keep such Information confidential);
(b) to the extent requested by any Governmental Authority; (c) to




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the extent required by applicable
Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this
Indenture; (e) subject to an agreement containing provisions substantially the same as those of
this Section 13.17 (or as may otherwise be reasonably acceptable to the Issuer), to any pledgee,
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 Indenture
(including any beneficial owner, or prospective beneficial owner, of the Notes); (f) with the
written consent of the Issuer; (g) to the extent such Information becomes publicly available other
than as a result of a breach of this Section 13.17; (h) to any Governmental Authority or examiner
(including the National Association of Insurance Commissioners or any other similar organization)
regulating any Holder; (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 Obligors received by it from such Holder); or (j) in connection
with the exercise of any remedies
hereunder or under any other Note Document or any action or proceeding relating to this
Indenture or any other Note Document or the enforcement of rights hereunder or thereunder. In
addition, each of the Collateral Agent and the Trustee and the Holders may disclose the existence
of this Indenture and information about this Indenture to market data collectors, similar service
providers to the lending industry, and service providers to the Collateral Agent, the Trustee and
the Holders in connection with the administration and management of this Indenture and the other
Note Documents. For the purposes of this Section 13.17, “Information” means all information
received from any Obligor relating to any Obligor or its business, other than any such information
that is publicly available to the Trustee or any Holder prior to disclosure by any Obligor other
than as a result of a breach of this Section 13.17; provided that, in the case of information
received from an Obligor after the Closing Date, such information is (i) clearly identified at the
time of delivery as confidential or (ii) is delivered pursuant to Section 4.01, 4.02 or 4.03
hereof.




     Section 13.18 Holder Action.



          Each Holder agrees that it shall not take or institute any actions or proceedings, judicial or
otherwise, for any right or remedy against the Issuer or any Guarantor or any other obligor under
any of the Note Documents (including the exercise of any right of setoff, rights on account of any
banker’s lien or similar claim or other rights of self-help), or institute any actions or
proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any
other property of the Issuer or any such Guarantor without the prior written consent of the
Trustee. The provisions of this Section 13.18 are for the sole benefit of the Holders and shall not
afford any right to, or constitute a defense available to, the Issuer or any Guarantor.




     Section 13.19 USA Patriot Act.



          Each Holder hereby notifies the Issuer that pursuant to the requirements of the Patriot Act,
it is required to obtain, verify and record information that identifies the Issuer, which
information includes the name and address of the Issuer and other information that will allow such
Holder to identify the Issuer in accordance with the Patriot Act. The parties hereto acknowledge
that in accordance with Section 326 of the Patriot Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that
establishes




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a relationship or opens an account with the Trustee. The parties to this Indenture
agree that they will provide the Trustee with such information as it may request in order for the
Trustee to satisfy the requirements of the U.S.A. Patriot Act.




     Section 13.20 Intercreditor Agreement.



          (a) Each Holder hereby (a) consents to the subordination of the Liens and security interest
securing the Obligations on the terms set forth in the Intercreditor Agreement, (b)
agrees that this Indenture and the other Note Documents, and the exercise of rights and
remedies of the Trustee and the Collateral Agent, and the Holders, hereunder and thereunder, are
subject to the terms of the Intercreditor Agreement, (c) agrees that it will be bound by and will
take no actions contrary to the provisions of the Intercreditor Agreement and (d) hereby authorizes
and instructs each of the Trustee and the Collateral Agent to enter into the Intercreditor
Agreement and to subject the Liens and security interest securing the Obligations to the provisions
thereof. The foregoing provisions are intended as an inducement to the First Lien Secured Parties
(as such term is defined in the Intercreditor Agreement) to extend credit to the Issuer, and such
First Lien Secured Parties are intended third party beneficiaries of such provisions and the
provisions of the Intercreditor Agreement.




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




     Section 13.21 Attorney Costs, Expenses and Taxes.



          The Issuer agrees (a) to pay or reimburse the Trustee for all reasonable out-of-pocket costs
and expenses incurred in connection with the preparation, negotiation and execution of this
Indenture and ancillary documentation and any amendment, waiver consent or other modification of
the provisions hereof and thereof (whether or not the transactions contemplated thereby are
consummated), and the consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs of local and foreign counsel, and (b) to pay or reimburse the
Trustee and each Specified Holder for all out-of-pocket costs and expenses incurred in connection
with the enforcement of any rights or remedies under this Indenture or the other Note 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
Trustee). 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 13.21(a)) out-of-pocket expenses incurred by any Agent, the Trustee or Collateral Agent.
The agreements in this Section 13.21 shall survive the repayment of all other Obligations. All
amounts due under this Section 13.21 shall be paid within ten Business Days of receipt by the
Issuer of an invoice relating thereto setting forth such expenses in reasonable detail. If any
Obligor fails to pay when due any costs, expenses or other amounts payable by it hereunder or under
any other Note Document, such amount may, but is not required to, be paid on behalf of such Obligor
by the Trustee in its sole discretion.




133









 








     Section 13.22  [Reserved].



     Section 13.23  Payments Set Aside.



          To the extent that any payment by or on behalf of the Issuer is made to the Trustee,
Collateral Agent or any Holder and such payment or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Trustee, Collateral Agent or such Holder 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, and (b) each Holder severally agrees to pay to the Trustee
upon demand its applicable share of any amount so recovered from or repaid by any Agent, the
Trustee or the Collateral Agent, plus interest thereon from the date of such demand to the date
such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in
effect.




     Section 13.24 Interest Rate Limitation.



          Notwithstanding anything to the contrary contained in any Note Document, the interest paid or
agreed to be paid under the Note Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the “Maximum Rate”). If any Holder shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the
principal of the Notes or, if it exceeds such unpaid principal, refunded to the Issuer. In
determining whether the interest contracted for, charged, or received by a Holder 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 13.25 Survival of Representations and Warranties.



          All representations and warranties made hereunder and in any other Note Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof. Such representations and warranties have been or
will be relied upon by the Trustee, the Collateral Agent and each Holder, regardless of any
investigation made by the Trustee, the Collateral Agent or any Holder or on their behalf and
notwithstanding that the Trustee, the Collateral Agent or any Holder may have had notice or
knowledge of any Default at the time of any Note was made, and shall continue in full force and
effect as long as any Note or any other Obligation hereunder shall remain unpaid or unsatisfied.




ARTICLE 14




TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY



     Section 14.01 Taxes.



134









 





          (a) Except as provided in this Section 14.01, any and all payments by the Issuer or any
Obligor to or for the account of the Trustee or any Holder or any Threshold Holder presenting
Evidence of Holder Status (such a Holder or Threshold Holder, a “Cost-Protected Holder”)
under any Note 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 the Trustee and each Cost-Protected Holder,
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 the Trustee or such Cost-Protected Holder, as
the case may be, is organized or maintains a corporate office, and all liabilities (including
additions to tax, penalties and interest) with respect thereto (all such nonexcluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities
being hereinafter referred to as “Taxes”). If the Issuer shall be required by any Laws to
deduct any Taxes or Other Taxes from or in respect of any sum payable under any Note Document to
the Trustee or any Cost-Protected Holder, (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 14.01), each of the Trustee and such Cost-Protected
 Holder receives an amount equal to the sum it would have received had no such deductions been
made, (ii) the Issuer shall make such deductions, (iii) the Issuer shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with applicable Laws,
and (iv) within thirty days after the date of such payment (or, if receipts or evidence are not
available within thirty days, as soon as possible thereafter), the Issuer shall furnish to the
Trustee or Cost-Protected Holder (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 Trustee. If the Issuer
fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to
remit to the Trustee or any Cost-Protected Holder the required receipts or other required
documentary evidence, the Issuer shall indemnify the Trustee and such Cost-Protected Holder
for any incremental taxes, interest or penalties that may become payable by the Trustee or such
Cost-Protected Holder arising out of such failure.




          (b) In addition, the Issuer 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 Note Document or from the execution,
delivery, performance, enforcement or registration of, or otherwise with respect to, any Note
Document (hereinafter referred to as “Other Taxes”).




          (c) The Issuer agrees to indemnify the Trustee and each Cost-Protected Holder 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 14.01) payable by the Trustee and
such Cost-Protected Holder and (ii) any liability (including additions to tax, penalties,
interest and expenses) arising therefrom or with respect thereto, in each case whether or not such
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided that the Trustee or such Cost-Protected Holder, as the case may be,
provides the Issuer with a written statement thereof setting forth in reasonable detail the basis
and calculation of such amounts. Payment under this Section 14.01(c) shall be




135









 







made within ten days
after the date such Cost-Protected Holder or the Trustee makes a demand therefor (and, in
the case of a Threshold Holder, presents Evidence of Holder Status).




          (d) Each Holder shall severally indemnify the Trustee for any taxes (including any taxes that
are excluded from the definition of “Taxes” pursuant to this Section 14.01, but, in the case of any
Taxes, only to the extent that the Issuer has not already indemnified the Trustee for such Taxes
and without limiting the obligation of the Issuer to do so) attributable to such Holder that are
paid or payable by the Trustee in connection with this Indenture and any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; provided that the Trustee provides the Holder with a written statement
thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment
under this Section 14.01(d) shall be made within ten days after the date the Trustee makes a demand
therefor.




          (e) The Issuer shall not be required pursuant to this Section 14.01 to pay any additional
amount to, or to indemnify, any Cost-Protected Holder or the Trustee, as the case may be,
to the extent that such Cost-Protected Holder or the Trustee becomes subject to Taxes
subsequent to the Closing Date (or, if later, the date such Cost-Protected Holder or
Trustee becomes a party to this Indenture or acquires a beneficial interest in the Notes, as
applicable) as a result of a change in the place of organization of such Cost-Protected
 Holder or the Trustee or a change in the corporate office of such Cost-Protected
 Holder, except to the extent that any such change is requested or required in writing by the
Issuer (provided that nothing in this clause (e) shall be construed as relieving the Issuer from
any obligation to make such payments or indemnification in the event of a change in the corporate
office or place of organization that precedes a change in Law to the extent such Taxes result from
a change in Law).




          (f) Notwithstanding anything else herein to the contrary, if a Foreign Holder or the Trustee
is subject to U.S. federal withholding tax at a rate in excess of zero percent at the time such
Holder or the Trustee, as the case may be, first becomes a party to this Indenture, U.S. federal
withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes
unless and until such Holder or the Trustee, 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
a foreign Person becomes a Holder of Notes, the Holder assignor was entitled to payments under
clause (a) of this Section 14.01 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 Holder assignee on such date. A Holder that is entitled to an exemption from or reduction
of Bermuda withholding tax shall deliver to the Issuer (with a copy to the Trustee), at the time or
times prescribed by applicable law and as reasonably requested by the Issuer, 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 Holder is legally entitled to
complete, execute and deliver such documentation and in such Holder’s reasonable judgment such
completion, execution or submission would not materially prejudice the legal position of such
Holder or be otherwise materially disadvantageous to such Holder;




136









 







provided further that the Issuer,
shall reimburse such Holder for any material out-of-pocket costs that are incurred by the Holder
with respect to providing any such documentation.




          (g) If any Holder or the Trustee 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 Issuer pursuant to this Section 14.01, it shall promptly remit such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by the
Issuer under this Section 14.01 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 Issuer, net of all out-of-pocket expenses of the Holder or Trustee, 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 Issuer, upon the request of the Holder or Trustee, 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 Holder or the Trustee, as the case may
be, shall, at the Issuer’s request, provide the Issuer 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 Holder or the Trustee may delete any information therein that such Holder or
the Trustee deems confidential). Nothing herein contained shall interfere with the right of a
Holder or the Trustee to arrange its tax affairs in whatever manner it thinks fit nor oblige any
Holder or the Trustee 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
Holder or the Trustee 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.




          (h) Each Holder agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.01(a) or (c) with respect to such Holder it will, if requested by the Issuer, use
commercially reasonable efforts (subject to such Holder’s overall internal policies of general
application and legal and regulatory restrictions) to designate another corporate office for any
Note affected by such event; provided that such efforts are made on terms that, in the sole
judgment of such Holder, cause such Holder and its corporate office(s) to suffer no economic, legal
or regulatory disadvantage; provided further that nothing in this Section 14.01(h) shall affect or
postpone any of the Obligations of the Issuer or the rights of such Holder pursuant to Section
3.01(a) or (c).




          (i) Each of the Issuer and the Holders shall treat each of the Notes as debt for U.S. federal
income tax purposes and will not take any position on any federal, state or local
income or franchise tax return or take any other reporting position that is inconsistent with
the treatment of the Notes as debt for U.S. federal income tax purposes.




     Section 14.02 Illegality.



          If any Cost-Protected Holder determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Cost-Protected Holder or
its applicable corporate office to maintain or fund Eurocurrency Rate Debt or to determine or
charge interest rates based upon LIBOR, then, on notice thereof by such Cost-Protected
 Holder to the Issuer through the Trustee, any obligation of such Cost-Protected Holder
to maintain the




137









 







Indebtedness evidenced by its Notes shall be suspended until such
Cost-Protected Holder notifies the Trustee and the Issuer that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Issuer shall upon
demand from such Cost-Protected Holder (with a copy to the Trustee), prepay such
Cost-Protected Holder’s Notes, either on the last day of the Interest Period therefor, if
such Cost-Protected Holder may lawfully continue to maintain the Indebtedness evidenced by
its Notes to such day, or promptly, if such Cost-Protected Holder may not lawfully continue
to maintain such Indebtedness. Each Holder agrees to designate a different corporate office if such
designation will avoid the need for such notice and will not, in the good faith judgment of such
Holder, otherwise be materially disadvantageous to such Holder.




     Section 14.03 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Notes.



          (a) If any Cost-Protected Holder determines that as a result of the introduction of or
any change in or in the interpretation of any Law, in each case after the Closing Date, or such
Cost-Protected Holder’s compliance therewith, there shall be any increase in the cost to
such Cost-Protected Holder of funding or maintaining the Indebtedness evidenced by the
Notes, or a reduction in the amount received or receivable by such Cost-Protected Holder in
connection with any of the foregoing (excluding for purposes of this Section 14.03(a) any such
increased costs or reduction in amount resulting from (i) Taxes or Other Taxes indemnifiable
pursuant to Section 14.01 or (ii) changes in the basis of taxation of overall net income (including
branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by any
jurisdiction or any political subdivision of either thereof under the Laws of which such
Cost-Protected Holder is organized or maintains a corporate office, then from time to time
within fifteen days after demand by such Cost-Protected Holder setting forth in reasonable
detail such increased costs (with a copy of such demand to the Trustee given in accordance with
Section 14.04), the Issuer shall pay to such Cost-Protected Holder such additional amounts
as will compensate such Cost-Protected Holder for such increased cost or reduction.




          (b) If any Cost-Protected Holder determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, in each case after the
Closing Date, or compliance by such Cost-Protected Holder (or its corporate office)
therewith, has the effect of reducing the rate of return on the capital of such
Cost-Protected Holder or any corporation controlling such Holder as a consequence of such
Cost-Protected Holder’s obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Cost-Protected Holder’s desired return on capital),
then from time to time upon demand of such Cost-Protected Holder setting forth in
reasonable detail the charge and the calculation of such reduced rate of return (with a copy of
such demand to the Trustee given in accordance with Section 14.04), the Issuer shall pay to such
Cost-Protected Holder such additional amounts as will compensate such Cost-Protected
 Holder for such reduction within fifteen (15) days after receipt of such demand.




          (c) [Reserved].




          (d) Failure or delay on the part of any Cost-Protected Holder to demand compensation
pursuant to this Section 14.03 shall not constitute a waiver of such Cost-Protected





138









 







Holder’s right to demand such compensation; provided that the Issuer shall not be required to
compensate a Cost-Protected Holder pursuant to Section 14.03(a) or (b) for any such
increased cost or reduction incurred more than one hundred and eighty days prior to the date that
such Cost-Protected Holder demands, or notifies the Issuer 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 Cost-Protected Holder requests compensation under this Section 14.03, then
such Cost-Protected Holder will, if requested by the Issuer, use commercially reasonable
efforts to designate another corporate office for any Note affected by such event; provided that
such efforts are made on terms that, in the reasonable judgment of such Cost-Protected
 Holder, cause such Cost-Protected Holder and its corporate office (s) to suffer no
material economic, legal or regulatory disadvantage; provided further that nothing in this Section
14.03(e) shall affect or postpone any of the Obligations of the Issuer or the rights of such
Cost-Protected Holder pursuant to this Section 14.03(a), (b) or (d).




     Section 14.04 Matters Applicable to All Requests for Compensation.



          (a) The Trustee or any Cost-Protected Holder claiming compensation under this Article
III shall deliver a certificate to the Issuer 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, the Trustee or such Cost-Protected Holder may use any reasonable averaging and
attribution methods.




          (b) With respect to any Cost-Protected Holder’s claim for compensation under Section
14.01, 14.02 or 14.03, the Issuer shall not be required to compensate such Cost-Protected
 Holder for any amount incurred more than one hundred and eighty days prior to the date that
such Cost-Protected Holder notifies the Issuer of the event that gives rise to such claim;
provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day
period referred to above shall be extended to include the period of retroactive effect thereof.




     Section 14.05 Survival.



          All of the Issuer’s obligations under this Article 14 shall survive repayment (or defeasance
or discharge pursuant to Articles 8 or 11) of all other Obligations hereunder.




[Signatures on following page]





139











 





	 	 	 	 	 
	 	TRAVELPORT LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVELPORT INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVELPORT LIMITED

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	

TDS INVESTOR (LUXEMBOURG), S.À.R.L.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WALTONVILLE LIMITED

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GALILEO TECHNOLOGIES, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GTA NORTH AMERICA, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	OWW2, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVEL INDUSTRIES, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVELPORT, LP,



By: TRAVELPORT HOLDINGS, LLC, as General

Partner

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVELPORT HOLDINGS, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVELPORT HOLDINGS, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVELPORT INTERNATIONAL SERVICES, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRAVELPORT OPERATIONS, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN BBN HOLDINGS, LLC

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




 











 





	 	 	 	 	 
	 	WORLDSPAN DIGITAL HOLDINGS, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN IJET HOLDINGS, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN OPEN TABLE
HOLDINGS, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN S.A. HOLDINGS II, L.L.C.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN SOUTH AMERICAN
HOLDINGS LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN STOREMAKER
HOLDINGS, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN TECHNOLOGIES INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN VIATOR HOLDINGS, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WORLDSPAN XOL LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WS FINANCING CORP.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Richard H. Prokosch
 	 
	 	 	Name:  	Richard H. Prokosch 	 
	 	 	Title:  	Vice President 	 
	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Collateral Agent

 	 
	 	By:  	/s/ Richard H. Prokosch
 	 
	 	 	Name:  	Richard H. Prokosch 	 
	 	 	Title:  	Vice President 	 
	 




 











 





EXHIBIT A




[Face of Note]




[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]



[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]



 









 





CUSIP [     ]

ISIN [     ]1




[RULE 144A] GLOBAL NOTE

representing up to

$[______________]

Second Priority Senior Secured Notes due 2016

Series [A][B]




			
	No. ___
	 	[$______________]






TRAVELPORT LLC



jointly and severally promise to pay to CEDE & CO. or registered assigns, the principal sum [set
forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
________________________ United States Dollars] on December 1, 2016.



Interest Payment Dates: March 31, June 30, September 30 and December 31



Record Dates: March 15, June 15, September 15 and December 15






 




			
	1	 	144A ISIN: •
	 
	 	 	144A CUSIP: •
	 
	 	 	Regulation S ISIN: •
	 
	 	 	Regulation S CUSIP: •




 









 










          IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.



	 	 	 	 	 
	 	TRAVELPORT LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 




          This is one of the Notes referred to in the within-mentioned Indenture:



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:






 









 








[Back of Note]




Second Priority Senior Secured Notes due 2016

Series [A][B]




          Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



          1. INTEREST. Travelport LLC, a Delaware limited liability company (the “Issuer”),
promises to pay interest on the principal amount of this Note from the date hereof until December
1, 2016 (the “Maturity Date”). The Issuer will pay interest quarterly in arrears on the
last Business Day of each March, June, September and December and the Maturity Date (each, an
“Interest Payment Date”). Each Note will bear interest at a rate per annum, reset
quarterly, equal to LIBOR plus 6%, as determined by the calculation agent (the “Calculation
Agent”), which shall initially be the Trustee.



          Accrued interest on the Notes shall automatically, without further action by any Person, be
capitalized as interest in the form of increasing the outstanding principal amount of the Notes or
by issuing additional PIK Notes (“PIK Interest”) on each Interest Payment Date; provided
that, the Issuer shall, if the First Lien Leverage Ratio (as defined in the First Lien Credit
Agreement as in effect on September 30, 2011) as of the end of the most recent Test Period is below
3.00:1, to pay any such accrued interest in cash (“Cash Interest”) to the extent permitted
under the First Lien Credit Agreement (as in effect on September 30, 2011). The Issuer shall
notify the Trustee (and a Responsible Officer of the Issuer shall certify to the Trustee that the
First Lien Leverage Ratio as of the most recent Test Period is below 3:00:1) of such Cash Interest
payment no later than two Business Days prior to making such payment.



          The Issuer 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.



          For interest payments on the Notes that the Company pays as Cash Interest, Cash Interest on
the Notes will accrue at a rate per annum, reset quarterly, equal to LIBOR plus 6% (or at the
Default Rate, if applicable) as determined by the Calculation Agent and shall be payable in cash.
Cash Interest on any Note which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Note is registered at the
close of business on the Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 4.21; provided, however that each installment of
Cash Interest shall be paid by (i) mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 2.05, to the address of such
Person as it appears in the Note Register (unless clause (ii) applies) or (ii) if the Person
entitled thereto is a Person that has requested wire transfer payments of Cash Interest by notice
to the Issuer, specifying applicable wire transfer instructions, then by wire transfer to an
account located in the United States maintained by the payee.



 









 





          At all times, PIK Interest on the Notes will be payable (x) with respect to Notes represented
by one or more Global Notes registered in the name of, or held by, DTC or its nominee on the
relevant Record Date, by increasing the principal amount of the outstanding Global Note by an
amount equal to the amount of PIK Interest for the applicable Interest Period (rounded down to the
nearest whole dollar) as provided in writing by the Company to the Trustee and (y) with respect to
Notes represented by Definitive Notes, by issuing PIK Notes in certificated form in an aggregate
principal amount equal to the amount of PIK Interest for the applicable interest period (rounded
down to the nearest whole dollar), and the Trustee will, at the written request of the Company,
authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders
on the relevant Record Date, as shown by the records of the register of Holders. Following an
increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the
Notes will bear interest on such increased principal amount from and after the date of such PIK
Payment. Any PIK Notes issued in certificated form will be dated as of the applicable Interest
Payment Date and will bear interest from and after such date. All Notes issued pursuant to a PIK
Payment will mature on December 1, 2016 and will be governed by, and subject to the terms,
provisions and conditions of, this Indenture and shall have the same rights and benefits as the
Notes issued on the date hereof. Any certificated PIK Notes will be issued with the description
“PIK” on the face of such PIK Note. Each PIK Note representing interest capitalized on a Series A
Note shall also be a Series A Note, and each PIK Note representing interest capitalized on a Series
B Note shall also be a Series B Note.



          The Calculation Agent will, upon the request of any Holder of the Notes, provide the interest
rate then in effect with respect to the Notes. All calculations made by the Calculation Agent in
the absence of manifest error will be conclusive for all purposes and binding on the Issuer, the
Guarantors and the Holders of the Notes. Interest shall be computed on the basis of a 360-day year
and actual days elapsed.



          2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes, to the Persons who are
registered Holders of Notes at the close of business on March 15 or June 15 or September 15 or
December 15 (whether or not a Business Day), as the case may be, next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Payment of interest may be made by (i) check mailed to the Holders at their addresses
set forth in the register of Holders or (ii) wire transfer of immediately available funds to the
Holders in accordance with the wring instructions for each Holder set forth in the register of
Holders, provided that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest and any premium on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying
Agent. Such payment shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.



          3. CALCULATION AGENT, PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National
Association, the Trustee under the Indenture, will act as Calculation Agent, Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without prior notice to any
Holders. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.



2









 





          4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of November 30, 2011
(the “Indenture”), among Travelport LLC, the Guarantors named therein, the Trustee and the
Collateral Agent. This Note is one of a duly authorized issue of notes of the Issuer designated as
its Second Priority Senior Secured Notes due 2016, and constituting Series [A][B] Notes within the
meaning of the Indenture. The Notes issued under the Indenture (the “Notes”) shall be
treated as a single class of securities under the Indenture. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To
the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.



          5. REDEMPTION.



          (a) The Issuer shall have the option to redeem the Notes, in whole or in part, pursuant to
Section 3.07 of the Indenture. The Notes are subject to the mandatory redemption pursuant to
Section 3.08 of the Indenture.



          (b) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 and Section 3.09 of the Indenture.



          6. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1.00 in excess thereof. The transfer of
Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a
period of fifteen days before the mailing of a notice of redemption of Notes to be redeemed.



          7. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treat-ed as its owner for
all purposes.



          8. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be
amended or supplemented as provided in the Indenture.



          9. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section
6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then total outstanding Notes may declare the
principal, premium, if any, interest and any other monetary obligations on all the then outstanding
Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not enforce the
Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain
limitations, Holders of a



3









 




majority in aggregate principal amount of the total then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may not withhold from the Holders
notice of any continuing Default. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes
waive any existing Default or and its consequences under the In-denture, except a continuing
Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a
non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor would be
so required under the Trust Indenture Act (as if the Trust Indenture Act applied to the
In-denture)) are required to deliver to the Trustee annually a statement regarding compliance with
the Indenture, and the Issuer is required within five Business Days after becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer
proposes to take with respect thereto.




          10. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.



          11. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



          12. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be
printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.



          The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to the Issuer at the following address:


Travelport LLC

300 Galleria Parkway

Atlanta, GA 30339

Attn: Eric J. Bock, Esq.

Fax: (212) 915-9169





4









 








ASSIGNMENT FORM




          To assign this Note, fill in the form below:



	 	 	 

	(I) or (we) assign and transfer this Note to:
	 	 
	 

	 	 
	 

	 	(Insert assignee’s legal name)






 

(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 

(Print or type assignee’s name, address and zip code)



 
	 	 	 
	and irrevocably appoint	 	 
	to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 





Date: _____________________




     



	 	 	 	 	 
	 	 	 
	 	Your Signature:  	


 	 
	 	 	(Sign exactly as your name appears on 	 
	 	 	the face of this Note) 	 
	 


Signature Guarantee*: ________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




5









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*





          The initial outstanding principal amount of this Global Note is $_________. The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global
Note, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 
	 	 	 	 	Amount of	 	Amount of this	 	Signature of
	 	 	Amount of	 	increase in	 	Global Note	 	authorized
	Date of	 	decrease in	 	Principal	 	following such	 	signatory of
	Exchange of PIK	 	Principal	 	Amount of this	 	decrease or	 	Trustee or Note
	Payment	 	Amount	 	Global Note	 	increase	 	Custodian
	 
	 	 
	 	 
	 	 
	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.





6









 





EXHIBIT B




FORM OF CERTIFICATE TO BE DELIVERED UPON

EXCHANGE OF TRANSFER RESTRICTED NOTES




Wells Fargo Bank, National Association — DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com




          Re: Second Priority Senior Secured Notes due 2016



          Reference is hereby made to the Indenture, dated as of November 30, 2011 (the
“Indenture”), among Travelport LLC, the Guarantors named therein, the Trustee and the
Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.


This certificate relates to $_________ principal amount of Notes held in (check applicable space)
____ book-entry or _____ definitive form by the undersigned.



The undersigned __________________ (transferor) (check one box below):





	 	 	o hereby requests the Registrar to
deliver in exchange for its beneficial
interest in the Global Note held by
the Depository a Note or Notes in
definitive, registered form of
authorized denominations and an
aggregate principal amount equal to
its beneficial interest in such Global
Note (or the portion thereof indicated
above), in accordance with Section 2.6
of the Indenture;
	 
	 	 	o hereby requests the Trustee to exchange a Note or Notes to _____________ (transferee).




In connection with any transfer of any of the Notes evidenced by this certificate occurring prior
to the expiration of the periods referred to in Rule 144(k) under the Securities Act of 1933, as
amended or re-placed, the undersigned confirms that such Notes are being transferred in accordance
with its terms:




CHECK ONE BOX BELOW:





	(1) 	o	 	 to the Company or any of its subsidiaries; or
	 
	(2) 	o	 	 inside the United States to a “qualified
institutional buyer” (as defined in Rule 144A under
the Securities Act of 1933, as amended) that
purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given
that such transfer is being made in reliance on Rule
144A under the Securities Act of 1933, as amended, in
each case pursuant to and in compliance with Rule
144A thereunder; or




 









 






	(3) 	o	 	 outside the United States in an offshore transaction
within the meaning of Regulation S under the
Securities Act of 1933, as amended, in compliance
with Rule 904 thereunder. Unless one of the boxes is
checked, the Registrar will refuse to register any of
the Notes evidenced by this certificate in the name
of any Person other than the registered holder
thereof.





	 	 	 	 	 
	 	 	 
	 	
 	 
	 		Signature 	 
	 




	 	 	 
	Signature Guarantee:  	 
	 	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)



TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.





          The undersigned represents and warrants that it is purchasing this Note for its own ac-count
or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the ex-emption from registration provided by Rule 144A.



	 	 	 	 	 

	 

	 	 	 	[Name of Transferee]
	Dated:
	 	 	 	 
	 

	 	 

	 	 



	 

	 	 	 	NOTICE: To be executed by an executive officer






	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 

	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 

	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 

	 	 	 	 	 	 	 	 	 





2









 






[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]




Travelport LLC

300 Galleria Parkway

Atlanta, GA 30339

Attention: Eric J. Bock, Esq.

Fax: (212) 915-9169




Wells Fargo Bank — DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com




          Re: Second Priority Senior Secured Notes due 2016


Ladies and Gentlemen:




          In connection with our proposed sale of $________ aggregate principal amount at maturity of
the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance
with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, we hereby further certify that the Notes are
being transferred to a Person that we reasonably believe is purchasing the Notes for its own
account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are
being transferred in compliance with any applicable blue sky securities laws of any state of the
United States.



          You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	
 	 
	 	[Name of Transferor] 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signature 	 
	 	 	 	 



3









 






	 	 	 	 	 



[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS

PURSUANT TO REGULATION S]




Travelport LLC

300 Galleria Parkway

Atlanta, GA 30339

Attention: Eric J. Bock, Esq.

Fax: (212) 915-9169




Wells Fargo Bank — DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com





          Re: Second Priority Senior Secured Notes due 2016


Ladies and Gentlemen:




          In connection with our proposed sale of $________ aggregate principal amount of the Notes, we
confirm that such sale has been effected pursuant to and in accordance with Regulation S under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we
represent that:



          (1) the offer of the Notes was not made to a Person in the United States;



          (2) either (a) at the time the buy order was originated, the transferee was outside the United
States or we and any Person acting on our behalf reasonably believed that the transferee was
outside the United States or (b) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any Person acting on our behalf knows
that the transaction has been pre-arranged with a buyer in the United States;



          (3) no directed selling efforts have been made in the United States in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and



          (4) the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act.



          In addition, if the sale is made during a restricted period and the provisions of Rule
903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we confirm that such sale has
been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the
case may be.



4









 





          The Company and you are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	
 	 
	 	[Name of Transferor] 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 




5











 





EXHIBIT C




[FORM OF]




COMPLIANCE CERTIFICATE



     Reference is made to the Indenture, dated as of November 30, 2011 (as amended, supplemented,
waived or otherwise modified from time to time, the “Indenture”), among Travelport LLC, a Delaware
limited liability company (the “Issuer”), the guarantors listed therein and Wells Fargo Bank,
National Association, a national banking association, as trustee (in such capacity, the “Trustee”)
and as collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used herein
have the meanings attributed thereto in the Indenture unless otherwise defined herein. Pursuant to
Section 4.02(b) of the Indenture, the undersigned, in his/her capacity as a Responsible Officer of
the Issuer, certifies as follows:



     1. [Attached hereto as Exhibit [A] is the audited consolidated balance sheet of Holdings and
its Subsidiaries as of December 31, 20[ ] and related consolidated statements of income or
operations, stockholders’ equity and cash flows for the fiscal year then ended, setting forth in
each case in comparative form the figures for the previous fiscal year, all in reasonable detail
and prepared in accordance with GAAP, audited and accompanied by a report and opinion of [Deloitte
& Touche LLP] [or any other independent registered public accounting firm of nationally recognized
standing], prepared in accordance with generally accepted auditing standards in the United States
and not subject to any “going concern” or like qualification or exception or any qualification or
exception as to the scope of such audit.]



     2. [Attached hereto as Exhibit [B] is the consolidated balance sheet of Holdings and its
Subsidiaries as of [ ] and the related (i) consolidated statements of income or operations for such
fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements
of cash flows for the portion of the fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail. These present
fairly in all material respects the financial condition, results of operations, stockholders’
equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.]



     3. To my knowledge, except as otherwise disclosed to the Trustee in writing pursuant to the
Indenture, at no time during the period between [ ] and [ ] (the “Certificate Period”) did a
Default or an Event of Default exist. [If unable to provide the foregoing certification, fully
describe the reasons therefor and circumstances thereof and any action taken or proposed to be
taken with respect thereto on Annex A attached hereto.]



 









 







     IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the
Issuer, has executed this certificate for and on behalf of the Issuer and has caused this
certificate to be delivered this ____ day of ______________.



	 	 	 	 	 
	 	TRAVELPORT LLC, as the Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






EXHIBIT D




SECOND LIEN GUARANTY





 












 








EXECUTION VERSION




 





SECOND LIEN GUARANTY,



Dated as of



September 30, 2011,



among



TRAVELPORT LIMITED,

as Holdings,



WALTONVILLE LIMITED,

as Intermediate Parent,



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

as TDS Intermediate Parent,



CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent



 





 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01. Credit Agreement

	 	 	1	 
	SECTION 1.02. Other Defined Terms

	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	Guaranty

	 
	 	 	 	 
	SECTION 2.01. Guaranty

	 	 	3	 
	SECTION 2.02. Guaranty of Payment

	 	 	3	 
	SECTION 2.03. No Limitations

	 	 	3	 
	SECTION 2.04. Reinstatement

	 	 	4	 
	SECTION 2.05. Agreement To Pay; Subrogation

	 	 	4	 
	SECTION 2.06. Information

	 	 	4	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 3.01. Indemnity and Subrogation

	 	 	5	 
	SECTION 3.02. Contribution and Subrogation

	 	 	5	 
	SECTION 3.03. Subordination

	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Miscellaneous

	 
	 	 	 	 
	SECTION 4.01. Notices

	 	 	5	 
	SECTION 4.02. Waivers; Amendment

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

	 	 	6	 
	SECTION 4.04. Successors and Assigns

	 	 	7	 
	SECTION 4.05. Survival of Agreement

	 	 	7	 
	SECTION 4.06. Counterparts; Effectiveness; Several Agreement

	 	 	7	 
	SECTION 4.07. Severability

	 	 	8	 
	SECTION 4.08. Right of Set-Off

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

	 	 	8	 
	SECTION 4.10. WAIVER OF JURY TRIAL

	 	 	9	 
	SECTION 4.11. Headings

	 	 	9	 






-i-









 






	 	 	 	 	 
	 	 	Page
	SECTION 4.12. Obligations Absolute

	 	 	9	 
	SECTION 4.13. Termination or Release

	 	 	10	 
	SECTION 4.14. Additional Restricted Subsidiaries

	 	 	10	 
	SECTION 4.15. Intercreditor Agreement

	 	 	10	 
	SECTION 4.16. Bond Conversion Offer

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






-ii-









 






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



     Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Travelport LLC, a Delaware limited liability company (the “Borrower”), Holdings,
Intermediate Parent, TDS Intermediate Parent, Wells Fargo Bank, National Association, as
“Administrative Agent” (under and as defined therein), Wells Fargo Bank, National Association, as
“Collateral Agent” (under and as defined therein), and each Lender from time to time party thereto.
The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set
forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned
upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary
Parties are affiliates of the Borrower, will derive substantial benefits from the extension of
credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this
Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto
agree as follows:



ARTICLE I



Definitions



     SECTION 1.01. Credit Agreement.



     (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement (or, on and after the Consummation Date, the meaning
specified for the comparable term in the Indenture).



     (b) The rules of construction specified in Article I of the Credit Agreement also apply to
this Agreement.



     SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:



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



     “Agreement” means this Second Lien Guaranty.



 









 





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



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



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



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



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



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



     “Guarantor” means each of Holdings and each Subsidiary Party.



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



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



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



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



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



     “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other
Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the
Closing Date.



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



ARTICLE II



Guaranty



     SECTION 2.01. Guaranty. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety, to the
Administrative Agent, for the benefit of the Secured Parties, the due and punctual payment and
performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice to or further assent from it, and that it
will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.
Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or
any other Loan Party of any of the Obligations, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment.



     SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that its
guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives
any right to require that any resort be had by the Administrative Agent or any other Secured Party
to any security held for the payment of the Obligations, or to any balance of any deposit account
or credit on the books of the Administrative Agent or any other Secured Party in favor of the
Borrower or any other Person.



     SECTION 2.03. No Limitations.



     (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in
Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations, or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to
assert any claim or demand or to enforce any right or remedy under the provisions of any Loan
Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, any Loan Document or any other agreement, including with
respect to any other Guarantor under this Agreement; (iii) the release of any security held by the
Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or
delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or
omission that may or might in any manner or to any extent vary the risk of any Guarantor or
otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes
the Secured Parties to take and hold security for the payment and performance of the Obligations,
to exchange, waive or release any or all such security (with or without consideration), to enforce
or apply such security and direct the order and manner of any sale thereof in their sole discretion
or to release or



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substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all
without affecting the obligations of any Guarantor hereunder.




     (b) Except for termination of a Guarantor’s obligations hereunder as expressly permitted in
Section 4.13, to the fullest extent permitted by applicable law, each Guarantor waives any defense
based on or arising out of any defense of the Borrower or any other Loan Party or the
unenforceability of the Obligations, or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment
in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may
in accordance with the terms of the Collateral Documents, at their election, foreclose on any
security held by one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any
other right or remedy available to them against the Borrower or any other Loan Party, without
affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the
Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted
by applicable law, each Guarantor waives any defense arising out of any such election even though
such election operates, pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any
other Loan Party, as the case may be, or any security.



     SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation, is rescinded or must otherwise be restored by the
Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the
Borrower, any other Loan Party or otherwise.



     SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent or any other Secured Party has at
law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any
other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and
will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the
Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any
sums to the Administrative Agent as provided above, all rights of such Guarantor against the
Borrower or any other Loan Party arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article
III.



     SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and
the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Administrative Agent or the other Secured Parties will have any duty to
advise such Guarantor of information known to it or any of them regarding such circumstances or
risks.



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ARTICLE III




Indemnity, Subrogation and Subordination



     SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the
Borrower agrees that in the event a payment of an Obligation shall be made by any Guarantor under
this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and
such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been
made to the extent of such payment.



     SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing
Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other
Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the
“Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section
3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of
such payment, in each case multiplied by a fraction of which the numerator shall be the net worth
of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth
of all the Contributing Parties together with the net worth of the Claiming Party on the date
hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date
of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party
making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the
rights of such Claiming Party to the extent of such payment.



     SECTION 3.03. Subordination.



     (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor
to make the payments required by Sections 3.01 and 3.02 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and liabilities of any
Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the
full amount of the obligations of such Guarantor hereunder.



     (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any
Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the
Obligations.



ARTICLE IV



Miscellaneous



     SECTION 4.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the
Credit Agreement (or, on and after the Consummation Date, the comparable



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provision in the Indenture). All communications and notices hereunder to any Subsidiary Party shall
be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement (or, on
and after the Consummation Date, the comparable provision in the Indenture).




     SECTION 4.02. Waivers; Amendment.



     (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any Loan Party therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or
knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall
entitle any Loan Party to any other or further notice or demand in similar or other circumstances.



     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement
(or, on and after the Consummation Date, the comparable provision in the Indenture).



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



     (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement
of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement (or, on and
after the Consummation Date, with respect to expenses of the Administrative Agent incurred
hereunder on and after the Consummation Date, the comparable provision in the Indenture).



     (b) Without limitation of its indemnification obligations under the other Loan Documents, the
Borrower agrees to indemnify the Administrative Agent and each other Secured Party and their
respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment
advisors and attorneys-in-fact (collectively, the “Indemnitees”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a result of, the
execution, delivery or performance of this Agreement or any claim, litigation, investigation or
proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether
or not any Indemnitee is a party thereto; provided that such indemnity shall not,



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as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of
any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.




     (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or
any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of
written demand therefor.



     SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor
or the Administrative Agent that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.



     SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans, regardless of any
investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent
or any Lender may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended under the Credit Agreement, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under any Loan Document is outstanding and unpaid.



     SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This
Agreement may be executed in counterparts, each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an executed signature
page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF”
or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of
this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart
hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent
and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and
thereafter shall be binding upon such Loan Party and the Administrative Agent and their respective
permitted successors and assigns, and shall inure to the benefit of such Loan Party, the
Administrative Agent and the other Secured Parties and their respective successors and assigns,
except that no Loan Party shall have the right to assign or transfer its rights or obligations
hereunder or any interest herein (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed
as a separate agreement with respect to each Loan Party and may be amended,



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strued as a separate agreement with respect to each Loan Party and may be amended, modified,
supplemented, waived or released with respect to any Loan Party without the approval of any other
Loan Party and without affecting the obligations of any other Loan Party hereunder.




     SECTION 4.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or uneforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.



     SECTION 4.08. Right of Set-Off. Subject to the terms of the Intercreditor Agreement,
in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and
during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any
time and from time to time, without prior notice to the Borrower or any other Loan Party, any such
notice being waived by the Borrower and each Loan Party to the fullest extent permitted by
applicable Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender
and its Affiliates to or for the credit or the account of the respective Loan Parties against any
and all Obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing,
irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement
and although such Obligations may be contingent or unmatured or denominated in a currency different
from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set off and application made by such Lender;
provided, that the failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section 4.08 are in addition to other rights and
remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.



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



     (a) This Agreement shall be governed by and construed in accordance with the law of the State
of New York.



     (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York City and of the United States District Court for the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the



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Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against any Guarantor, or its properties in the courts of
any jurisdiction.




     (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (b) of this Section 4.09. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.



     (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.



     SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 4.10.



     SECTION 4.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.



     SECTION 4.12. Obligations Absolute. All rights of the Administrative Agent hereunder
and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of
(a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or instrument relating to
any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Loan Document, any other agreement or instrument,
(c) any release or amendment or waiver of or consent under or departure from any guarantee
guaranteeing all or any of the Obligations or (d) subject to the terms of Section 4.13, any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any
Guarantor in respect of the Obligations or this Agreement.



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     SECTION 4.13. Termination or Release.



     (a) This Agreement and the Guaranties made herein shall terminate with respect to all
Obligations when all the outstanding Obligations have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement.



     (b) Any Guarantor shall be automatically released from its obligations under this Agreement if
such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation
permitted under the Credit Agreement or, if such Guarantor was required to provide a Guaranty
solely as a result of the application of clause (i) or (j) of the definition of Collateral and
Guarantee Requirement (as defined in the Credit Agreement) and is no longer required to provide a
Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement (as
defined in the Credit Agreement);



     (c) A Subsidiary Party shall automatically be released from its obligations hereunder upon the
consummation of any transaction permitted by the Credit Agreement as a result of which such
Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary; provided
that the Required Lenders shall have consented to such transaction (to the extent required by the
Credit Agreement) and the terms of such consent did not provide otherwise; provided further that no
such release shall occur if such Guarantor continues to be a guarantor in respect of the First Lien
Credit Agreement, High Yield Notes or any Junior Financing.



     (d) In connection with any termination or release pursuant to paragraph (a) or (b), the
Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all
documents that such Guarantor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or
warranty by the Administrative Agent.



     SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the
Credit Agreement (or, on and after the Consummation Date, the comparable provision in the
Indenture), certain Restricted Subsidiaries of the Loan Parties that were not in existence or not
Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement
as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution and delivery by the
Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted
Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if
originally named as a Subsidiary Party herein. The execution and delivery of any such instrument
shall not require the consent of any other Loan Party hereunder. The rights and obligations of each
Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new
Loan Party as a party to this Agreement.



     SECTION 4.15. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the exercise of any right or remedy by the Administrative Agent hereunder is subject to
the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of
the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.



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



-11-









 





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



	 	 	 	 	 
	 	TRAVELPORT LIMITED

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

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

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






 









 





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



	 	 	 	 	 
	 	TRAVELPORT LIMITED

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

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

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





 









 





	 	 	 

	 

	 	TRAVELPORT INC.
	 

	 	GALILEO TECHNOLOGIES LLC
	 

	 	GTA NORTH AMERICA, INC.
	 

	 	OWW2, LLC
	 

	 	TRAVEL INDUSTRIES, INC.
	 

	 	TRAVELPORT HOLDINGS, INC.
	 

	 	TRAVELPORT HOLDINGS, LLC
	 

	 	TRAVELPORT INTERNATIONAL SERVICES, INC.
	 

	 	TRAVELPORT OPERATIONS, INC.
	 

	 	WORLDSPAN LLC
	 

	 	WORLDSPAN BBN HOLDINGS, LLC
	 

	 	WORLDSPAN DIGITAL HOLDINGS, LLC
	 

	 	WORLDSPAN IJET HOLDINGS, LLC
	 

	 	WORLDSPAN OPENTABLE HOLDINGS, LLC
	 

	 	WORLDSPAN S.A. HOLDINGS II, L.L.C.
	 

	 	WORLDSPAN SOUTH AMERICAN HOLDINGS LLC
	 

	 	WORLDSPAN STOREMAKER HOLDINGS, LLC
	 

	 	WORLDSPAN TECHNOLOGIES INC.
	 

	 	WORLDSPAN VIATOR HOLDINGS, LLC
	 

	 	WORLDSPAN XOL LLC
	 

	 	WS FINANCING CORP.






	 	 	 	 	 
	 	 	 
	 	By:  	             /s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Secretary 	 
	 
	 	TRAVELPORT, LP



BY: TRAVELPORT HOLDINGS, LLC, as General Partner

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

of Travelport Holdings, LLC, as

General Partner 	 
	 





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

as Administrative Agent 

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





 









 





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



	 	 	 	 	 
	 	TRAVELPORT LLC, as the Borrower

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





 









 





Schedule I to the Second Lien Guaranty




SUBSIDIARY PARTIES




	 	 	 
	 	 	Jurisdiction of
	Name of Subsidiary Party	 	Formation
	Galileo Technologies LLC

	 	Delaware
	Gta North America, Inc.

	 	Delaware
	OWW2, LLC

	 	Delaware
	TDS Investor (Luxembourg) S.à.r.l.

	 	Luxembourg
	Travel Industries, Inc.

	 	Delaware
	Travelport Holdings, Inc.

	 	Delaware
	Travelport Holdings, LLC

	 	Delaware
	Travelport Inc.

	 	Delaware
	Travelport International Services, Inc.

	 	Delaware
	Travelport Operations, Inc.

	 	Delaware
	Travelport, LP

	 	Delaware
	Waltonville Limited

	 	Gibraltar
	WORLDSPAN BBN Holdings, LLC

	 	California
	WORLDSPAN Digital Holdings, LLC

	 	Delaware
	WORLDSPAN IJET HOLDINGS, LLC

	 	Delaware
	Worldspan LLC

	 	Delaware
	WORLDSPAN OPENTABLE HOLDINGS, LLC

	 	Georgia
	WORLDSPAN S.A. HOLDINGS II, L.L.C.

	 	Georgia
	WORLDSPAN South American Holdings, LLC

	 	Georgia
	Worldspan StoreMaker Holdings, LLC

	 	Delaware
	Worldspan Technologies Inc.

	 	Delaware
	Worldspan Viator Holdings, LLC

	 	Delaware
	WORLDSPAN XOL LLC

	 	Georgia
	WS Financing Corp.

	 	Delaware






 









 






Exhibit I to the Second Lien Guaranty




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



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



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



     C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans.
Section 4.14 of the Guaranty provides that additional Restricted Subsidiaries of the Borrower may
become Subsidiary Parties under the Guaranty by execution and delivery of an instrument in the form
of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this
Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party
under the Guaranty and as consideration for Loans previously made.




	 	 	Accordingly, the Administrative Agent and the New Subsidiary agree as follows:





     SECTION 1. In accordance with Section 4.14 of the Guaranty, the New Subsidiary by its
signature below becomes a Subsidiary Party (and accordingly, becomes a Guarantor under the Guaranty
with the same force and effect as if originally named therein as a Subsidiary Party and the New
Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a
Subsidiary Party and Guarantor thereunder and (b) represents and warrants that the representations
and warranties made by it as a Guarantor thereunder are true and correct on and as of the date
hereof. Each reference to a “Guarantor” in the Security Agreement shall be deemed to include the
New Subsidiary. The Guaranty is hereby incorporated herein by reference.



     SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the
other Secured Parties that this Supplement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it in



 









 




accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws,
fraudulent transfer, preference or similar laws and by general principles of equity.




     SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Supplement shall become effective when the
Administrative Agent shall have received a counterpart of this Supplement that bears the signature
of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of
an executed signature page to this Supplement by facsimile transmission or other electronic image
transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a
manually signed counterpart of this Supplement.



     SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force
and effect.



     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



     SECTION 6. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Guaranty shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other
jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.



     SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 4.01 of the Guaranty.



     SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Administrative Agent.



     SECTION 9. Notwithstanding anything herein to the contrary, the exercise of any right or
remedy by the Administrative Agent hereunder is subject to the provisions of the Intercreditor
Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and control.



-2-









 





     IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this
Supplement to the Guaranty as of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY]

 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




-3-









 





Exhibit I to the Second Lien Guaranty




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

as Administrative Agent,

 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 









 


EXHIBIT E


SECOND LIEN SECURITY AGREEMENT








 





EXECUTION VERSION




 





SECOND LIEN SECURITY AGREEMENT,



Dated as of



September 30, 2011,



among



TRAVELPORT LLC,

as the Borrower,



TRAVELPORT LIMITED,

as Holdings,



WALTONVILLE LIMITED,

as Intermediate Parent,



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

as TDS Intermediate Parent,



CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN



and



WELLS FARGO BANK, NATIONAL ASSOCIATION

as Collateral Agent



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	Definitions

	 
	 	 	 	 
	SECTION 1.01 Credit Agreement
	 	 	1	 
	SECTION 1.02 Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	Pledge of Securities

	 
	 	 	 	 
	SECTION 2.01 Pledge
	 	 	5	 
	SECTION 2.02 Delivery of the Pledged Collateral
	 	 	6	 
	SECTION 2.03 Representations, Warranties and Covenants
	 	 	7	 
	SECTION 2.04
Certification of Limited Liability Company and Limited Partnership Interests
	 	 	8	 
	SECTION 2.05 Registration in Nominee Name; Denominations
	 	 	8	 
	SECTION 2.06 Voting Rights; Dividends and Interest
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Security Interests in Personal Property

	 
	 	 	 	 
	SECTION 3.01 Security Interest
	 	 	10	 
	SECTION 3.02 Representations and Warranties
	 	 	13	 
	SECTION 3.03 Covenants
	 	 	15	 
	SECTION 3.04 Other Actions
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Remedies

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

	 
	 	 	 	 
	Indemnity, Subrogation and Subordination

	 
	 	 	 	 
	SECTION 5.01 Indemnity
	 	 	21	 






-i-









 






	 	 	 	 	 

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

	 
	 	 	 	 
	Miscellaneous

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

	 
	 	 	 	 
	Intercreditor Agreement

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

	 
	 	 	 	 
	Bond Conversion Offer

	 
	 	 	 	 
	SECTION 8.01 Consummation Date
	 	 	29	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule I Subsidiary Parties
	 	 	 	 
	Schedule II Pledged Equity; Pledged Debt
	 	 	 	 
	Schedule III Commercial Tort Claims
	 	 	 	 
	Schedule IV Permitted Subsidiary Dispositions and Liquidations
	 	 	 	 
	Schedule V 100% Pledged Foreign Subsidiaries
	 	 	 	 
	Schedule VI Deposit Accounts, Securities Accounts
	 	 	 	 






-ii-









 






	 	 	 	 	 

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






-iii-









 






          SECOND LIEN SECURITY AGREEMENT, dated as of September 30, 2011, among TRAVELPORT LIMITED, a
company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation
(the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar
(“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée
incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of
Holdings from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral
Agent (as defined below) for the Secured Parties (as defined below).




          Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells
Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein),
Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and
each Lender from time to time party thereto. The Lenders have agreed to extend credit to the
Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of
the Lenders to extend such credit are conditioned upon, among other things, the execution and
delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower,
will derive substantial benefits from the extension of credit to the Borrower pursuant to the
Credit Agreement and are willing to execute and deliver this Agreement in order to induce the
Lenders to extend such credit. Accordingly, the parties hereto agree as follows:




ARTICLE I




Definitions




        SECTION 1.01 Credit Agreement.




     (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement (or, on and after the Consummation Date, the
meaning specified for the comparable term in the Indenture). All terms defined in the New
York UCC (as defined herein) and not defined in this Agreement have the meanings specified
therein; the term “instrument” shall have the meaning specified in Article 9 of the New York
UCC.




     (b) The rules of construction specified in Article I of the Credit Agreement also apply
to this Agreement.



        SECTION 1.02 Other Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:




          “Account Debtor” means any Person who is or who may become obligated to any Grantor under,
with respect to or on account of an Account.




          “Accounts” has the meaning specified in Article 9 of the New York UCC.









1









 








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




          “Agreement” means this Second Lien Security Agreement.




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




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




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




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




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




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




          “Control” shall mean in the case of each Deposit Account, “control,” as such term is defined
in Section 9-104 of the UCC.




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




          “Deposit Account Control Agreement” means a control agreement, in form and substance
reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors,
the Collateral Agent, the applicable bank (with respect to a Deposit Account) and, if applicable,
the Second Priority Collateral Agent (as defined in the Intercreditor Agreement).




          “Deposit Accounts” means, collectively, with respect to each Grantor, all “deposit accounts”
(as such term is defined in the UCC) located in the United States or any of its States or
territories.




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







2









 








          “Domestic Grantors” means, collectively, Holdings, the Borrower and each Grantor identified on
Schedule VII hereto.




          “Excluded Accounts” means (i) each Deposit Account the funds in which are specially and
exclusively used for payroll, payroll taxes and other employee wage benefit payments to or for the
benefit of any Loan Party’s employees, (ii) each Deposit Account that holds funds not owned by any
Loan Party, (iii) Deposit Accounts or Securities Accounts not located in the United States or any
of its States or territories, (iv) tax withholding accounts (to the extent maintained by the
Borrower and its Subsidiaries exclusively for the purpose of maintaining or holding tax withholding
amounts payable to applicable Governmental Authorities), in each case, entered into in the ordinary
course of business and consistent with prudent business conduct, (v) segregated Deposit Accounts
constituting zero balance accounts, in each case to the extent such zero balance accounts are swept
on a daily basis to a Deposit Account that is subject to a Deposit Account Control Agreement, (vi)
the Tranche S Collateral Account and (vii) any Deposit Accounts or Securities Accounts, the average
daily balance of which has not, for any period of twenty (20) consecutive Business Days after the
Fourth Amendment Restatement Effective Date, exceeded $5,000,000 for any such account.




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




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




          “Foreign Collateral Agreement” means any Collateral Document that is not governed by the Laws
of the United States, any state thereof or the District of Columbia and that creates or purports to
create a Lien or other security interest over any Grantor’s right, title and interest in, to and
under any assets or property.




          “Foreign Grantor” means any Grantor other than a Domestic Grantor.




          “General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes
corporate or other business records, indemnification claims, contract rights (including rights
under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements),
goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim,
security interest or other security held by or granted to any Grantor, as the case may be, to
secure payment by an Account Debtor of any of the Accounts, provided that General Intangibles shall
not include any intellectual property and related assets subject to the Intellectual Property
Security Agreement.




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




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




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







3









 







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




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




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




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




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




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




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




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




          “Pledged Securities” means any promissory notes, stock certificates or other securities now or
hereafter included in the Pledged Collateral, including all certificates, instruments or other
documents representing or evidencing any Pledged Collateral.




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




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




          “Securities Account Control Agreement” means a control agreement, in form and substance
reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Grantors,
the Collateral Agent, the applicable securities intermediary (with respect to a Securities Account)
and, if applicable, the Second Priority Collateral Agent (as defined in the Intercreditor
Agreement).




          “Securities Accounts” means, collectively, with respect to each Grantor, all “securities
accounts” (as such term is defined in the UCC) located in the United States or any of its States or
territories.








4









 








          “Security Interest” has the meaning assigned to such term in Section 3.01(a).




          “Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other
Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the
Closing Date.




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




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




ARTICLE II




Pledge of Securities




       SECTION 2.01 Pledge. As security for the payment or performance, as the case may be, in full
of the Obligations, including the Guaranties, each Grantor hereby assigns and pledges to the
Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties,
a security interest in, all of such Grantor’s right, title and interest in, to and under:




          (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests
obtained in the future by such Grantor and the certificates representing all such Equity Interests
(the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the
issued and outstanding voting Equity Interests of any Foreign Subsidiary of Holdings (other than
the Foreign Subsidiaries listed on Schedule V which shall have 100% of their issued and outstanding
voting Equity Interests pledged in accordance with clause (d) of the definition of Collateral and
Guarantee Requirement and any Foreign Subsidiary which shall have its Equity Interests pledged in
accordance with clause (j) of the definition of Collateral and Guarantee Requirement), (B) Equity
Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign
Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition
financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement (or, on and
after the Consummation Date, the comparable provision in the Indenture) if such Equity Interests
serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation
of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct
or indirect, wholly owned Subsidiary of Holdings, (F) Equity Interests of any Subsidiary with
respect to which the Administrative Agent has confirmed in writing to the Borrower its
determination that the costs or other consequences (including adverse tax consequences) of
providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by
the Lenders; and (G) Equity Interests of the Subsidiaries listed on Schedule IV;




          (ii) other than in the case of each Foreign Grantor, (A) the debt securities owned by it and
listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the
future by such Grantor and (C) the promissory notes and any other instruments









5









 







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




          (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to
the terms of this Section 2.01;




          (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or otherwise distributed in
respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect
of, the securities referred to in clauses (i) and (ii) above;




          (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the
securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and




          (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi)
above being collectively referred to as the “Pledged Collateral”); provided that Pledged Collateral
shall not include any asset with respect to which a Lien or other security interest has been
granted pursuant to a Foreign Collateral Agreement to the extent that a Lien and security interest
hereunder is not permitted under the law governing such Foreign Collateral Agreement;




          provided, further, notwithstanding any of the foregoing, the Pledged Equity, in any event,
shall include all equity interests described on Schedule II hereto.




          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its
successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the
terms, covenants and conditions hereinafter set forth.




        SECTION 2.02 Delivery of the Pledged Collateral.




     (a) To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, each Grantor agrees promptly to deliver or cause to be delivered to the Collateral
Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any
uncertificated securities, but only for so long as such securities remain uncertificated) to
the extent such Pledged Securities, in the case of promissory notes or other instruments
evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this
Section 2.02.




     (b) To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, each Grantor will cause any Indebtedness for borrowed money having an aggregate
principal amount in excess of $5,000,000 owed to such Grantor by any Person to be evidenced
by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for
the benefit of the Secured Parties, pursuant to the terms hereof.



6









 






          (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be
accompanied by stock powers duly executed in blank or other instruments of transfer
reasonably satisfactory to the Collateral Agent and by such other instruments and documents
as the Collateral Agent may reasonably request and (ii) all other property comprising part of
the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed
by the applicable Grantor and such other instruments or documents as the Collateral Agent may
reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule
describing the securities, which schedule shall be attached hereto as Schedule II and made a
part hereof; provided that failure to attach any such schedule hereto shall not affect the
validity of such pledge of such Pledged Securities. Each schedule so delivered shall
supplement any prior schedules so delivered.



        SECTION 2.03 Representations, Warranties and Covenants. Holdings and the Borrower jointly and
severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the
Collateral Agent, for the benefit of the Secured Parties, that:




     (a) Schedule II correctly sets forth the percentage of the issued and outstanding units
of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity
and includes all Equity Interests, debt securities and promissory notes required to be
pledged hereunder in order to satisfy the Collateral and Guaranty Requirement;




     (b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a
Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the
Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof
and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in the case
of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings
or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge), are
legal, valid and binding obligations of the issuers thereof;




     (c) except for the security interests granted hereunder, each of the Grantors (i) is
and, subject to any transfers made in compliance with the Credit Agreement, will continue to
be the direct owner, beneficially and of record, of the Pledged Securities indicated on
Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens, other
than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant
to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the
comparable provision in the Indenture), (iii) will make no assignment, pledge, hypothecation
or transfer of, or create or permit to exist any security interest in or other Lien on, the
Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens
expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the
Consummation Date, the comparable provision in the Indenture) and transfers or other
transactions permitted under the Credit Agreement and transfers or other transactions
permitted under the Credit Agreement, and (iv) will defend its title or interest thereto or
therein against any and all Liens (other than the Liens permitted pursuant to this Section
2.03(c)), however arising, of all Persons whomsoever;









7









 









          (d) except for restrictions and limitations imposed by the Loan Documents or securities
laws generally and except as described on Schedule II hereto or in the Perfection
Certificate, the Pledged Collateral is and will continue to be freely transferable and
assignable, and none of the Pledged Collateral is or will be subject to any option, right of
first refusal, shareholders agreement, charter or by-law provisions or contractual
restriction of any nature that might prohibit, impair, delay or otherwise affect in any
manner material and adverse to the Secured Parties the pledge of such Pledged Collateral
hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral
Agent of rights and remedies hereunder;




          (e) each of the Grantors has the power and authority to pledge the Pledged Collateral
pledged by it hereunder in the manner hereby done or contemplated;




          (f) no consent or approval of any Governmental Authority, any securities exchange or any
other Person was or is necessary to the validity of the pledge effected hereby (other than
such as have been obtained and are in full force and effect);




          (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any
Pledged Securities are, subject to Article VII, delivered to the Collateral Agent in
accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected
lien upon and security interest in such Pledged Securities as security for the payment and
performance of the Obligations; and




          (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the
benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral
as set forth herein.



          SECTION 2.04 Certification of Limited Liability Company and Limited Partnership Interests. To
the extent permitted by, and subject to the terms of, the Intercreditor Agreement, each
certificate representing an interest in any limited liability company or limited partnership
controlled by any Grantor and pledged under Section 2.01 shall be delivered to the Collateral
Agent.




          SECTION 2.05 Registration in Nominee Name; Denominations. Subject to the terms of the
Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral
Agent shall give the Borrower notice of its intent to exercise such rights, (a) the Collateral
Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion)
to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or
as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of
the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any
notices or other communications received by it with respect to Pledged Securities registered in the
name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates
representing Pledged Securities for certificates of smaller or larger denominations for any purpose
consistent with this Agreement.




          SECTION 2.06 Voting Rights; Dividends and Interest.










8









 





          (a) Unless and until an Event of Default shall have occurred and be continuing and the
Collateral Agent shall have notified the Borrower that the rights of the Grantors under this
Section 2.06 are being suspended:



          (i) Each Grantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any part thereof
for any purpose consistent with the terms of this Agreement, the Credit Agreement and the
other Loan Documents; provided that such rights and powers shall not be exercised in any
manner that could materially and adversely affect the rights inuring to a holder of any
Pledged Securities or the rights and remedies of any of the Collateral Agent or the other
Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or
the ability of the Secured Parties to exercise the same.




          (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be
executed and delivered to each Grantor, all such proxies, powers of attorney and other
instruments as each Grantor may reasonably request for the purpose of enabling such Grantor
to exercise the voting and/or consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above.




          (iii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the Pledged
Securities to the extent and only to the extent that such dividends, interest, principal and
other distributions are permitted by, and otherwise paid or distributed in accordance with,
the terms and conditions of the Credit Agreement, the other Loan Documents and applicable
Laws; provided that any noncash dividends, interest, principal or other distributions that
would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision,
combination or reclassification of the outstanding Equity Interests of the issuer of any
Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in
redemption thereof, or as a result of any merger, consolidation, acquisition or other
exchange of assets to which such issuer may be a party or otherwise, shall be and become
part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by
such Grantor with any of its other funds or property but shall be held separate and apart
therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured
Parties and shall be, subject to the terms of the Intercreditor Agreement, forthwith
delivered to the Collateral Agent in the same form as so received (with any necessary
endorsement reasonably requested by the Collateral Agent).




          (b) Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors
under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends,
interest, principal or other distributions that such Grantor is authorized to receive pursuant to
paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon, subject
to the terms of the Intercreditor Agreement, become vested in the Collateral Agent, which shall
have the sole and exclusive right and authority to receive



9









 






and retain such dividends, interest, principal or other distributions. All dividends, interest,
principal or other distributions received by any Grantor contrary to the provisions of this
Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated
from other property or funds of such Grantor and shall be, subject to the terms of the
Intercreditor Agreement, forthwith delivered to the Collateral Agent upon demand in the same form
as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any
and all money and other property paid over to or received by the Collateral Agent pursuant to the
provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be
established by the Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 4.02. After all Events of Default have been
cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all
dividends, interest, principal or other distributions that such Grantor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that
remain in such account.




          (c) Upon the occurrence and during the continuance of an Event of Default, after the
Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors
under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting
and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section
2.06, shall cease, and all such rights shall thereupon, subject to the terms of the Intercreditor
Agreement, become vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers; provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to
time following and during the continuance of an Event of Default to permit the Grantors to
exercise such rights. After all Events of Default have been cured or waived, each Grantor shall
have the exclusive right to exercise the voting and/or consensual rights and powers that such
Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this
Section 2.06.




          (d) Any notice given by the Collateral Agent to the Borrower suspending the rights of the
Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given
with respect to one or more of the Grantors at the same or different times and (iii) may suspend
the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in
part without suspending all such rights (as specified by the Collateral Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to
give additional notices from time to time suspending other rights so long as an Event of Default
has occurred and is continuing.



ARTICLE III




Security Interests in Personal Property




          SECTION 3.01 Security Interest.










10









 









          (a) As security for the payment or performance, as the case may be, in full of the
Obligations, including the Guaranties, each Domestic Grantor hereby assigns and pledges to
the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and
hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, a security interest (the “Security Interest”) in all right, title or
interest in or to any and all of the following assets and properties now owned or at any time
hereafter acquired by such Domestic Grantor or in which such Domestic Grantor now has or at
any time in the future may acquire any right, title or interest (collectively, the “Article 9
Collateral”):




          (i) all Property;




          (ii) all Accounts;




          (iii) all Chattel Paper;




          (iv) all Commercial Tort Claims listed on Schedule III hereto;




          (v) all Deposit Accounts;




          (vi) all Documents;




          (vii) all Equipment;



          (viii) all General Intangibles;




          (ix) all Instruments;




          (x) all Inventory;




          (xi) all Investment Property;




          (xii) all books and records pertaining to the Article 9
Collateral; and




          (xiii) to the extent not otherwise included, all Proceeds and products of any and
all of the foregoing and all supporting obligations, collateral security and
guarantees given by any Person with respect to any of the foregoing;


provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not
constitute a grant of a security interest in (A) motor vehicles the perfection of a security
interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B)
any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary
acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to
Section 7.03(g) of the Credit Agreement (or, on and after the Consummation Date, the comparable
provision in the Indenture) if such Equity Interests serve as security for such Indebtedness or if
the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests,
(C) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary
of Holdings (other than the Foreign Subsidiaries listed on Schedule V which shall have 100%










11









 







of their issued and outstanding voting Equity Interests pledged in accordance with clause (d) of
the definition of Collateral and Guarantee Requirement and any Foreign Subsidiary which shall have
its Equity Interests pledged in accordance with clause (j) of the definition of Collateral and
Guarantee Requirement), (D) any asset with respect to which the Administrative Agent has confirmed
in writing to the Borrower its determination that the costs or other consequences (including
adverse tax consequences) of providing a security interest in such asset is excessive in view of
the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property or
other rights of a Grantor arising under any contract, lease, instrument, license or other document
if (but only to the extent that) the grant of a security interest therein would (x) constitute a
violation of a valid and enforceable restriction in respect of such General Intangible, Investment
Property or other such rights in favor of a third party or under any law, regulation, permit, order
or decree of any Governmental Authority, unless and until all required consents shall have been
obtained (for the avoidance of doubt, the restrictions described herein shall not include negative
pledges or similar undertakings in favor of a lender or other financial counterparty) or (y)
expressly give any other party in respect of any such contract, lease, instrument, license or other
document, the right to terminate its obligations thereunder, provided, however, that the limitation
set forth in clause (E) above shall not affect, limit, restrict or impair the grant by a Grantor of
a security interest pursuant to this Agreement in any such Collateral to the extent that an
otherwise applicable prohibition or restriction on such grant is rendered ineffective by any
applicable law, including the Uniform Commercial Code; (F) Equity Interests of any Subsidiary of a
Foreign Subsidiary, (G) Equity Interests of any Person that is not a direct or indirect, wholly
owned Subsidiary of the Borrower, (H) Equity Interests of the Subsidiaries listed on Schedule IV,
(I) the First Lien Tranche S Collateral Account or any assets of any Grantor credited to the First
Lien Tranche S Collateral Account, (J) the Loans held by any Grantor, (K) the Tranche A
Subordinated Intercompany Note until the Permitted Transfer Date or (L) any asset with respect to
which a Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement
to the extent that a Lien and security interest hereunder is not permitted under the law governing
such Foreign Collateral Agreement. Each Domestic Grantor shall, if requested to do so by the
Administrative Agent, use commercially reasonable efforts to obtain any such required consent that
is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably
determines to be material.





          (b) Each Domestic Grantor hereby irrevocably authorizes the Collateral Agent for the
benefit of the Secured Parties at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) with respect to the
Article 9 Collateral or any part thereof and amendments thereto or continuation statements
without the signature of the Domestic Grantor in respect thereof that (i) indicate the
Collateral as “all assets whether now owned or hereafter acquired” of such Domestic Grantor
or words of similar effect as being of an equal or lesser scope or with greater detail, and
(ii) contain the information required by Article 9 of the Uniform Commercial Code or the
analogous legislation of each applicable jurisdiction for the filing of any financing
statement or amendment, including (A) whether such Domestic Grantor is an organization, the
type of organization and any organizational identification number issued to such Domestic
Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient
description of the real property to which such



12









 






Article 9 Collateral relates. Each Domestic Grantor agrees to provide such information to the
Collateral Agent promptly upon request.




          (c) The Security Interest is granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation
or liability of any Grantor with respect to or arising out of the Article 9 Collateral.



          SECTION 3.02 Representations and Warranties. Holdings and the Borrower jointly and severally
represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the
Secured Parties that:





          (a) Each Domestic Grantor has good and valid rights in and title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest hereunder and
has full power and authority to grant to the Collateral Agent the Security Interest in such
Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in
accordance with the terms of this Agreement, without the consent or approval of any other
Person other than any consent or approval that has been obtained.




          (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name of each Grantor, is correct and
complete in all material respects as of the Closing Date. The UCC financing statements
(including fixture filings, as applicable) or other appropriate filings, recordings or
registrations prepared by the Collateral Agent based upon the information provided to the
Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or
other office specified in Schedule 2 to the Perfection Certificate (or specified by notice
from the Borrower to the Collateral Agent after the Closing Date in the case of filings,
recordings or registrations required by Section 6.11 of the Credit Agreement (or, on and
after the Consummation Date, the comparable provision in the Indenture), are all the filings,
recordings and registrations that are necessary to establish a legal, valid and perfected
security interest in favor of the Collateral Agent (for the benefit of the Secured Parties)
in respect of all Article 9 Collateral in which the Security Interest may be perfected by
filing, recording or registration in the United States (or any political subdivision thereof)
and its territories and possessions pursuant to the Uniform Commercial Code in the relevant
jurisdiction or by filing with the United States Patent and Trademark Office or the United
States Copyright Office, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary in any such jurisdiction, except as
provided under applicable law with respect to the filing of continuation statements.




          (c) The Security Interest constitutes (i) a legal and valid security interest in all the
Article 9 Collateral securing the payment and performance of the Obligations and (ii) subject
to the filings described in Section 3.02(b), a perfected security interest in all Article 9
Collateral in which a security interest may be perfected by filing, recording or registering
a financing statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial
Code in the relevant jurisdiction. The Security Interest (to the extent such Security
Interest can be perfected by making the filings and recordations described in the



13









 






immediately preceding sentence) is and shall be prior to any other Lien on any of the Article 9
Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section
7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable provision in
the Indenture) and has priority as a matter of law and (ii) Liens expressly permitted pursuant to
Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the comparable
provision in the Indenture).




          (d) The Article 9 Collateral is owned by the Domestic Grantors free and clear of any Lien,
except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on and
after the Consummation Date, the comparable provision in the Indenture). None of the Domestic
Grantors has filed or consented to the filing of (i) any financing statement or analogous document
under the New York UCC or any other applicable laws covering any Article 9 Collateral or (ii) any
assignment in which any Domestic Grantor assigns any Article 9 Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, except, in each case, for Liens expressly
permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation
Date, the comparable provision in the Indenture).




          (e) With respect to any Collateral consisting of a Deposit Account (other than any Excluded
Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors,
the applicable bank and the Collateral Agent of a Deposit Account Control Agreement with respect
to such Collateral, the Collateral Agent shall have a perfected security interest in such
Collateral. Each Domestic Grantor hereby represents and warrants that as of the Closing Date, such
Domestic Grantor has neither opened nor maintains any Deposit Accounts other than the Excluded
Accounts and the accounts listed on Schedule VI. As of the date hereof and until the termination
of this Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control
of any Deposit Account to any person other than the Collateral Agent or the First Priority
Collateral Agent or pursuant to the First Lien Debt Documents or any Permitted Refinancing
Documentation evidencing a Permitted Refinancing of the First Lien Loans.




          (f) With respect to any Collateral consisting of a Securities Account (other than any
Excluded Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic
Grantors, the applicable Securities Intermediary and the Collateral Agent of a Securities Account
Control Agreement with respect to such Collateral, the Collateral Agent shall have a perfected
security interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as
of the Closing Date, such Domestic Grantor has neither opened nor maintains any Securities
Accounts other than the Excluded Accounts and the accounts listed on Schedule VI. As of the date
hereof and until the termination of this Agreement pursuant to Section 6.13, no Domestic Grantor
has granted or shall grant Control of any Securities Account to any Person other than the
Collateral Agent or the First Priority Collateral Agent or pursuant to the First Lien Debt
Documents or any Permitted Refinancing Documentation evidencing a Permitted Refinancing of the
First Lien Loans.



14









 






          (g) Schedule III sets forth Commercial Tort Claims held by any Grantor with a value in
excess of $5,000,000.



          SECTION 3.03 Covenants.





          (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i)
in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure
of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.




          (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions
necessary to defend title to the Article 9 Collateral against all Persons and to defend the
Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof
against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement (or, on
and after the Consummation Date, the comparable provision in the Indenture).




          (c) Each year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to Section 6.01 of the Credit Agreement (or, after the Consummation
Date, the comparable provision in the Indenture), the Borrower shall deliver to the Collateral
Agent a certificate executed by the chief financial officer and the chief legal officer of the
Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f),
2(b), 8(a) and 8(b) of the Perfection Certificate or confirming that there has been no change in
such information since the date of such certificate or the date of the most recent certificate
delivered pursuant to this Section 3.03(c) and certifying that all UCC financing statements and
other appropriate filings, recordings or registrations have been filed of record in each
governmental, municipal or other appropriate office in each jurisdiction necessary to protect and
perfect the Security Interests and Liens under this Agreement (in respect of all Article 9
Collateral in which the Security Interest may be perfected by filing, recording or registration in
the United States (or any political subdivision thereof) and its territories and possessions
pursuant to the Uniform Commercial Code in the relevant jurisdiction) and the Intellectual
Property Security Agreement (to the extent required thereby) for a period of not less than 18
months after the date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period).




          (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own
expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such actions as the Collateral Agent may from time to time reasonably
request to better assure, preserve, protect and perfect the Security Interest and the rights and
remedies created hereby, including the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including fixture filings) or other documents in connection herewith
or therewith. If any amount payable under or in connection with any of the Article 9 Collateral
that is in excess of $5,000,000 shall be or become evidenced by any promissory note or other
instrument, such note or instrument shall be promptly pledged and, subject to the terms of the



15









 






Intercreditor Agreement, delivered to the Collateral Agent, for the benefit of the Secured
Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.




          (e) At its option, the Collateral Agent may discharge past due taxes, assessments,
charges, fees, Liens, security interests or other encumbrances at any time levied or placed
on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit
Agreement (or, on and after the Consummation Date, the comparable provision in the
Indenture), and may pay for the maintenance and preservation of the Article 9 Collateral to
the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement
and within a reasonable period of time after the Collateral Agent has requested that it do
so, and each Grantor jointly and severally agrees, subject to the terms of the Intercreditor
Agreement, to reimburse the Collateral Agent within 10 days after demand for any payment made
or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing
authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from
the performance of, or imposing any obligation on the Collateral Agent or any Secured Party
to cure or perform, any covenants or other promises of any Grantor with respect to taxes,
assessments, charges, fees, Liens, security interests or other encumbrances and maintenance
as set forth herein or in the other Loan Documents.




          (f) If at any time any Grantor shall take a security interest in any property of an
Account Debtor or any other Person, the value of which is in excess of $5,000,000, to secure
payment and performance of an Account, such Grantor shall promptly assign such security
interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need
not be filed of public record unless necessary to continue the perfected status of the
security interest against creditors of and transferees from the Account Debtor or other
Person granting the security interest.




          (g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain
liable (as between itself and any relevant counterparty) to observe and perform all the
conditions and obligations to be observed and performed by it under each contract, agreement
or instrument relating to the Article 9 Collateral, all in accordance with the terms and
conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Secured Parties from and against any and all liability
for such performance.




          (h) If any Grantor shall at any time hold or acquire a Commercial Tort Claim with a
value in excess of $5,000,000, such Grantor shall promptly notify the Collateral Agent in
writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent
a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement
pursuant to a document in form and substance reasonably satisfactory to the Collateral Agent.



          SECTION 3.04 Other Actions. In order to further insure the attachment, perfection and priority
of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees,
in each case at such Grantor’s own expense, to take the following actions with respect to the
following Article 9 Collateral:









16









 









          (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments
constituting Collateral and evidencing an amount in excess of $5,000,000, such Grantor shall, to
the extent permitted by, and subject to the terms of, the Intercreditor Agreement, forthwith
endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured
Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the
Collateral Agent may from time to time reasonably request.




          (b) Investment Property. Except to the extent otherwise provided in Article II, if any
Grantor shall at any time hold or acquire any certificated securities, such Grantor shall, to the
extent permitted by, and subject to the terms of, the Intercreditor Agreement, forthwith endorse,
assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties,
accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral
Agent may from time to time reasonably request. If any securities now or hereafter acquired by any
Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer
thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default
such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s
reasonable request, to the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, pursuant to an agreement in form and substance reasonably satisfactory to the
Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the
Collateral Agent as to such securities, without further consent of any Grantor or such nominee or
(ii) arrange for the Collateral Agent to become the registered owner of the securities. If any
securities, whether certificated or uncertificated, or other investment property are held by any
Grantor or its nominee through a securities intermediary or commodity intermediary, upon the
Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall
immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option,
to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, pursuant to
an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either
(i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to
comply with entitlement orders or other instructions from the Collateral Agent to such securities
intermediary as to such security entitlements, or (as the case may be) to apply any value
distributed on account of any commodity contract as directed by the Collateral Agent to such
commodity intermediary, in each case without further consent of any Grantor or such nominee, or
(ii) in the case of financial assets or other Investment Property held through a securities
intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to
such Investment Property, with the Grantor being permitted, only with the consent of the
Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property.
The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any
such entitlement orders or instructions or directions to any such issuer, securities intermediary
or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or
dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The
provisions of this paragraph shall not apply to any financial assets credited to a securities
account for which the Collateral Agent is the securities intermediary.



17









 






(c) Control Agreements




          (i) Subject to the terms of the Intercreditor Agreement and upon receipt of a
written notice from the First Priority Administrative Agent (as defined in the
Intercreditor Agreement) to the applicable bank, with a copy to the applicable
Grantor, that a Discharge of First Priority Claims (as defined in the Intercreditor
Agreement) has occurred (such date, the “Discharge Date”), each applicable Domestic
Grantor (other than Holdings) shall enter into, a Deposit Account Control Agreement
with respect to each of the Deposit Accounts (other than Excluded Accounts) listed on
Schedule VI or such Domestic Grantors shall have closed such accounts, within one
hundred and twenty (120) days of the Discharge Date (or such longer period as the
Administrative Agent may agree in writing in its reasonable discretion).




          (ii) Subject to the terms of the Intercreditor Agreement and upon receipt of a
written notice from the First Priority Administrative Agent (as defined in the
Intercreditor Agreement) to the applicable Securities Intermediary, with a copy to
the applicable Grantor, that the Discharge Date has occurred, each applicable Domestic
Grantor (other than Holdings) shall use commercially reasonable efforts to enter into,
and shall use commercially reasonable efforts to cause the relevant Securities
Intermediary or Securities Intermediaries to enter into, a Securities Account Control
Agreement with respect to each of the Securities Accounts (other than Excluded
Accounts) listed on Schedule VI or such Domestic Grantors shall have closed such
accounts, within one hundred and twenty (120) days of the Discharge Date (or such
longer period as the Administrative Agent may agree in writing in its reasonable
discretion).



     SECTION 3.05 Tranche S Collateral Account. Each Lender hereby acknowledges that (A) pursuant
to the Tranche S Collateral Account Agreement the Borrower has granted to the Synthetic L/C Issuer
(as defined in the First Lien Credit Agreement) a first priority perfected Lien on the First Lien
Tranche S Collateral Account, the funds credited thereto and the proceeds thereof to secure the
Borrower’s obligations in respect of the Synthetic L/C Letters of Credit (as defined in the First
Lien Credit Agreement), which Lien inures to the sole benefit of the Synthetic L/C Issuer (as
defined in the First Lien Credit Agreement) in its capacity as the Synthetic L/C Issuer (as defined
in the First Lien Credit Agreement, and not in its capacities as the administrative agent or the
collateral agent), (B) no Lien created under the Collateral Documents on the First Lien Tranche S
Collateral Account, the funds credited thereto or the proceeds thereof will be perfected as a
result of the Tranche S Collateral Account Agreement or any agreements of the Borrower set forth
therein and (C) any Liens created under the Collateral Documents on the First Lien Tranche S
Collateral Account, the funds credited thereto or the proceeds thereof that are unperfected are
effectively subordinated to the Lien thereon for the benefit of the Synthetic L/C Issuer (as
defined in the First Lien Credit Agreement) created under the Tranche S Collateral Account
Agreement to the extent such Lien is perfected.










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ARTICLE IV



Remedies




               SECTION 4.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event
of Default, it is agreed, subject to the terms of the Intercreditor Agreement, that the Collateral
Agent shall have the right to exercise any and all rights afforded to a secured party with respect
to the Obligations under the Uniform Commercial Code or other applicable law and also may, to the
extent permitted by, and subject to the terms of, the Intercreditor Agreement, (i) require each
Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral
Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and
make it available to the Collateral Agent at a place and time to be designated by the Collateral
Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the
extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof
is assembled or located for a reasonable period in order to effectuate its rights and remedies
hereunder or under law, without obligation to such Grantor in respect of such occupation; provided
that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or
promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the
Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral;
provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior
to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable
law and the notice requirements described below, sell or otherwise dispose of all or any part of
the Collateral securing the Obligations at a public or private sale or at any broker’s board or on
any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall
deem appropriate. To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, the Collateral Agent shall be authorized at any such sale of securities (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent
and agree that they are purchasing the Collateral for their own account for investment and not with
a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral
Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof
the Collateral so sold, to the extent permitted by, and subject to the terms of, the Intercreditor
Agreement. Each such purchaser at any sale of Collateral shall hold the property sold absolutely,
free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the
extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or
may at any time in the future have under any rule of law or statute now existing or hereafter
enacted.



          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its
equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale
and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board
or exchange at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the










19









 







Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.
The Collateral Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place to which the same
was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale
price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may be sold again upon like notice.
Subject to the terms of the Intercreditor Agreement, at any public (or, to the extent permitted by
law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free
(to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the
part of any Grantor (all said rights being also hereby waived and released to the extent permitted
by law), the Collateral or any part thereof offered for sale and, after the Discharge of First
Priority Claims, may make payment on account thereof by using any claim then due and payable to
such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party
may, upon compliance with the terms of sale, hold, retain and dispose of such property without
further accountability to any Grantor therefor. For purposes hereof, a written agreement to
purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral
Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be
entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding
the fact that after the Collateral Agent shall have entered into such an agreement all Events of
Default shall have been remedied and the Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, to the extent permitted by, and subject to the terms of
the Intercreditor Agreement, the Collateral Agent may proceed by a suit or suits at law or in
equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a
judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be
deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the
New York UCC or its equivalent in other jurisdictions.




          Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful
agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the
Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and
adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name
of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii)
obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement
(or, on and after the Consummation Date, the comparable provision in the Indenture) or paying any
premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in
connection with this paragraph, including reasonable attorneys’ fees, court costs,



20









 





expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the
Grantors to the Collateral Agent and shall be additional Obligations secured hereby.



               SECTION 4.02 Application of Proceeds.




          (a) To the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of
Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of
the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the
Indenture) as of the Closing Date.


The Collateral Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.





          (b) In making the determinations and allocations required by this Section 4.02, the
Collateral Agent may conclusively rely upon information supplied by the Administrative Agent
as to the amounts of unpaid principal and interest and other amounts outstanding with respect
to the Obligations, and the Collateral Agent shall have no liability to any of the Secured
Parties for actions taken in reliance on such information, provided that nothing in this
sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party
in any information so supplied. All distributions made by the Collateral Agent pursuant to
this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction)
final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to
the application by the Administrative Agent of any amounts distributed to it.



ARTICLE V




Indemnity, Subrogation and Subordination




               SECTION 5.01 Indemnity. In addition to all such rights of indemnity and subrogation as the
Grantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that, in
the event any assets of any Grantor shall be sold pursuant to this Agreement or any other
Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the
Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the
fair market value of the assets so sold.



               SECTION 5.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”)
agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Party shall be
sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party, and
such other Subsidiary Party (the “Claiming Party”) shall



21









 




not have been fully indemnified by the Borrower as provided in Section 5.01, the Contributing Party
shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair
market value of such assets, in each case multiplied by a fraction of which the numerator shall be
the net worth of the Contributing Party on the date hereof and the denominator shall be the
aggregate net worth of all the Contributing Parties together with the net worth of the Claiming
Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to
Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such
Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section
5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.




               SECTION 5.03 Subordination.




          (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the Borrower or any
Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the obligations and
liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall
remain liable for the full amount of the obligations of such Grantor hereunder.




          (b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to
any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the
Obligations.



ARTICLE VI




Miscellaneous




               SECTION 6.01 Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture). All
communications and notices hereunder to any Subsidiary Party shall be given to it in care of the
Borrower as provided in Section 10.02 of the Credit Agreement (or, on and after the Consummation
Date, the comparable provision in the Indenture).



               SECTION 6.02 Waivers; Amendment.




          (a) No failure or delay by the Collateral Agent or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the
Collateral Agent and the Lenders hereunder and under the other Loan



22









 






Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any departure by any
Loan Party therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of
whether the Collateral Agent or any Lender may have had notice or knowledge of such Default at
the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any
other or further notice or demand in similar or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the
Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement
(or, on and after the Consummation Date, the comparable provision in the Indenture).




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




          (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of
its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement (or, on and
after the Consummation Date, with respect to expenses of the Collateral Agent incurred hereunder
on and after the Consummation Date, the comparable provision in the Indenture).Without limitation
of its indemnification obligations under the other Loan Documents, the Borrower agrees to
indemnify the Collateral Agent and each other Secured Party and their respective Affiliates,
directors, officers, employees, counsel, agents, trustees, investment advisors and
attorneys-in-fact (collectively, the “Indemnitees”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a result of, the
execution, delivery or performance of this Agreement or any claim, litigation, investigation or
proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the
Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements
resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate,
director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.




          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any
other Loan Document, the consummation of the transactions contemplated hereby, the repayment of
any of the Obligations, the invalidity or



23









 






unenforceability of any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Collateral Agent or any other Secured Party. All
amounts due under this Section 6.03 shall be payable within 10 days of written demand
therefor.



               SECTION 6.04 Successors and Assigns. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include the
permitted successors and assigns of such party; and all covenants, promises and agreements by or on
behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and
inure to the benefit of their respective successors and assigns.



               SECTION 6.05 Survival of Agreement. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and shall survive the execution and
delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by
any Lender or on its behalf and notwithstanding that the Collateral Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended under the Credit Agreement, and shall continue in full force and effect as long
as the principal of or any accrued interest on any Loan or any fee or any other amount payable
under any Loan Document is outstanding and unpaid.



               SECTION 6.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile
transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall
be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement
shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such
Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have
been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan
Party and the Collateral Agent and their respective permitted successors and assigns, and shall
inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and
their respective successors and assigns, except that no Loan Party shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and
any such assignment or transfer shall be void) except as expressly contemplated by this Agreement
or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to
each Loan Party and may be amended, modified, supplemented, waived or released with respect to any
Loan Party without the approval of any other Loan Party and without affecting the obligations of
any other Loan Party hereunder.



               SECTION 6.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other



24









 





jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.




                    SECTION 6.08 Right of Set-Off. Subject to the terms of the Intercreditor Agreement, in
addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during
the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time
and from time to time, without prior notice to the Borrower or any other Loan Party, any such
notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its
Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held by, and other
Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the
account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing
to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the applicable deposit
or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such set off and application made by such Lender; provided, that the failure to give such
notice shall not affect the validity of such setoff and application. The rights of the
Administrative Agent and each Lender under this Section 6.08 are in addition to other rights and
remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.



                    SECTION 6.09 Governing Law; Jurisdiction; Consent to Service of Process.




          (a) This Agreement shall be construed in accordance with and governed by the law of the
State of New York.



          (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New
York sitting in New York City and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Loan Document, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Collateral Agent or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan Document against
any Grantor or its properties in the courts of any jurisdiction.



          (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now



25









 






or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to in paragraph
(b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 6.01. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.



          SECTION 6.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 6.10.




          SECTION 6.11 Headings. Article and Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 6.12 Security Interest Absolute. All rights of the Collateral Agent hereunder, the
Security Interest, the grant of a security interest in the Pledged Collateral and all obligations
of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with
respect to any of the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to any departure from
the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any
exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or
waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of
the Obligations or (d) subject to the terms of Section 6.13, any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the
Obligations or this Agreement.




          SECTION 6.13 Termination or Release.










26









 









          (a) This Agreement, the Security Interest and all other security interests granted
hereby shall terminate with respect to all Obligations (other than contingent indemnification
obligations not yet accrued and payable) when all the outstanding Obligations have been
indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit
Agreement.




          (b) A Subsidiary Party shall automatically be released from its obligations hereunder
and the Security Interest in the Collateral of such Subsidiary Party shall be automatically
released (i) upon the consummation of any transaction permitted by the Credit Agreement as a
result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an
Unrestricted Subsidiary; provided that the Required Lenders shall have consented to such
transaction (to the extent required by the Credit Agreement) and the terms of such consent
did not provide otherwise; provided further that no such release shall occur if such Grantor
continues to be a guarantor in respect of the First Lien Credit Agreement, High Yield Notes,
2016 Senior Notes or any Junior Financing and (ii) if such Security Interest was required
solely as a result of the application of clause (i) or (j) of the definition of Collateral
and Guarantee Requirement (as defined in the Credit Agreement) and such Security Interest is
no longer required to be provided pursuant to clause (k) of the definition of Collateral and
Guarantee Requirement (as defined in the Credit Agreement).




          (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any
transfer to another Grantor) that is permitted under the Credit Agreement, or upon the
effectiveness of any written consent to the release of the security interest granted hereby
in any Collateral pursuant to Section 10.01 of the Credit Agreement (or, on and after the
Consummation Date, the comparable provision in the Indenture), the security interest in such
Collateral shall be automatically released.




          (d) Any Subsidiary Party shall be automatically released from its obligations under this
Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction or
designation permitted under the Credit Agreement or, if such Subsidiary Party was required to
provide a Guaranty solely as a result of the application of clause (i) or (j) of the
definition of Collateral and Guarantee Requirement (as defined in the Credit Agreement) and
is no longer required to provide a Guaranty pursuant to clause (k) of the definition of
Collateral and Guarantee Requirement (as defined in the Credit Agreement);




          (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or
(d) of this Section 6.13, the Collateral Agent shall execute and deliver to any Grantor, at
such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant to this Section
6.13 shall be without recourse to or warranty by the Collateral Agent.



          SECTION 6.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit
Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture),
certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted
Subsidiaries on the date of the Credit Agreement are required to enter in this









27









 







Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery
by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such
Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as
if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument
shall not require the consent of any other Loan Party hereunder. The rights and obligations of each
Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new
Loan Party as a party to this Agreement.




          SECTION 6.15 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the
Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and
during the continuance of an Event of Default, which appointment is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the
right, upon the occurrence and during the continuance of an Event of Default and notice by the
Collateral Agent to the Borrower of its intent to exercise such rights, with full power of
substitution either in the Collateral Agent’s name or in the name of such Grantor, to the extent
permitted by, and subject to the terms of, the Intercreditor Agreement, (a) to receive, endorse,
assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other
evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect,
receive payment of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of
the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to
commence and prosecute any and all suits, actions or proceedings at law or in equity in any court
of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to
enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or
defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify,
or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to
carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent
were the absolute owner of the Collateral for all purposes; provided that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent to make any commitment or to
make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent,
or to present or file any claim or notice, or to take any action with respect to the Collateral or
any part thereof or the moneys due or to become due in respect thereof or any property covered
thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them herein, and neither
they nor their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that
of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.




          SECTION 6.16 General Authority of the Collateral Agent. By acceptance of the benefits of this
Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory
hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as
its agent hereunder and under such other Collateral Documents, (b) to



28









 





confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such
Secured Party for the enforcement of any provisions of this Agreement and such other Collateral
Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or
withholding of any consent or approval hereunder or thereunder relating to any Collateral or any
Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to
enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to
exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or
thereunder except as expressly provided in this Agreement or any other Collateral Document and (d)
to agree to be bound by the terms of this Agreement and any other Collateral Documents.




ARTICLE VII




Intercreditor Agreement




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




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




ARTICLE VIII




Bond Conversion Offer




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






29









 







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





30












 





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




	 	 	 	 	 
	 	TRAVELPORT LLC, as the Borrower

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	TRAVELPORT LIMITED, as Holdings

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

as
Intermediate Parent

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

as TDS Intermediate Parent

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





 









 





	 	 	 	 	 
	 	TRAVELPORT INC.

GALILEO TECHNOLOGIES LLC

GTA NORTH AMERICA, INC.

OWW2, LLC

TRAVEL INDUSTRIES, INC.

TRAVELPORT HOLDINGS, INC.

TRAVELPORT HOLDINGS, LLC

TRAVELPORT INTERNATIONAL

SERVICES, INC.

TRAVELPORT OPERATIONS, INC.

WORLDSPAN LLC

WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC

WORLDSPAN IJET HOLDINGS, LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN SOUTH AMERICAN

HOLDINGS LLC

WORLDSPAN STOREMAKER HOLDINGS, LLC

WORLDSPAN TECHNOLOGIES INC.

WORLDSPAN VIATOR HOLDINGS, LLC

WORLDSPAN XOL LLC

WS FINANCING CORP.

 	 
	 	By:  	                              /s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Secretary 	 
	 
	 	TRAVELPORT, LP





BY: TRAVELPORT HOLDINGS, LLC, 

as General Partner
 	 
	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Secretary 

of Travelport
Holdings, LLC, as 

General Partner 	 
	 





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Collateral Agent

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





 












 





Schedule I to the

Second Lien Security Agreement




SUBSIDIARY PARTIES




	 	 	 
	Name of Subsidiary Party	 	 
	Galileo Technologies LLC

	 	 
	Gta North America, Inc.
	 	 
	OWW2, LLC
	 	 
	TDS Investor (Luxembourg) S.a.r.l.
	 	 
	Travel Industries, Inc.
	 	 
	Travelport Holdings, Inc.
	 	 
	Travelport Holdings, LLC
	 	 
	Travelport Inc.
	 	 
	Travelport International Services, Inc.
	 	 
	Travelport Operations, Inc.
	 	 
	Travelport, LP
	 	 
	Waltonville Limited
	 	 
	WORLDSPAN BBN Holdings, LLC
	 	 
	WORLDSPAN Digital Holdings, LLC
	 	 
	WORLDSPAN IJET HOLDINGS, LLC
	 	 
	Worldspan LLC
	 	 
	WORLDSPAN OPENTABLE HOLDINGS, LLC
	 	 
	WORLDSPAN S.A. HOLDINGS II, L.L.C.
	 	 
	WORLDSPAN South American Holdings LLC
	 	 
	Worldspan StoreMaker Holdings, LLC
	 	 
	Worldspan Technologies Inc.
	 	 
	Worldspan Viator Holdings, LLC
	 	 
	Worldspan XOL LLC
	 	 
	WS Financing Corp.
	 	 






Schedule I-1




 









 








Schedule II to the

Second Lien Security Agreement




EQUITY INTERESTS




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

	 	 	 	 	 	Travelport Inc.
	 	Auth: 900
	 	 	65	%
	 

	 	 	 	 	 	 	 	Issued: 900	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Covia Canada Partnership
Corp.

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

	 	 	 	 	 	Travelport Limited
	 	Auth: 900
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 182	 	 	 	 
	 
	Galileo Technologies LLC

	 	 	5	 	 	Travelport Inc.
	 	Auth: 1,000
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 100	 	 	 	 
	 
	GI Worldwide Holdings
C.V.

	 	 	 	 	 	Galileo
Technologies LLC
— 10%, Travelport
Inc. — 90%
	 	  N/A
	 	 	65	%
	 
	Gta North America, Inc.

	 	 	4	 	 	Travelport Inc.
	 	Auth: 3,000
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 100	 	 	 	 
	 
	Gullivers Jersey 1 Limited

	 	 	3	 	 	Travelport Inc.
	 	Auth: 100,000
	 	 	65	%
	 

	 	 	 	 	 	 	 	Issued: 353	 	 	 	 
	 
	OWW2, LLC

	 	 	6	 	 	TDS Investor
	 	 100%
	 	 	100	%
	 

	 	 	 	 	 	(Luxembourg)
S.a.r.l.	 	 	 	 	 	 
	 
	TDS Investor
(Luxembourg) S.a.r.1

	 	 	 	 	 	Waltonville Limited
	 	Class A-F Total
Auth: 1,139,184
or 189,864 each
Class A-F Total
Issued 1,139,184
or 189,864 each
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travel Industries, Inc.

	 	 	2	 	 	Travelport Inc.
	 	 1,000
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport (Bermuda) Ltd.

	 	 	2	 	 	Travelport Limited
	 	 12,000
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport (Cayman) Ltd.

	 	 	 	 	 	Travelport Limited
	 	  1
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Argentina S.R.L.

	 	 	 	 	 	Travelport, LP —
1%, Worldspan
South American
Holdings LLC —
99%
	 	Auth: 1,000

Issued: 1,000
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Guarantor LLC

	 	 	 	 	 	Travelport Limited
	 	  N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Gulf LLC

	 	 	 	 	 	Travelport
International
Services, Inc.;
Worldspan
Technologies, Inc.
	 	Auth: 150,000

Issued: 150,000
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Holdings, Inc.

	 	 	1	 	 	Travelport LLC
	 	Auth: 1,000
	 	 	100	%






Schedule II-1





 









 








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

	 	 	 	 	 	 	 	Issued: 100	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Holdings, LLC

	 	 	 	 	 	Worldspan
Technologies, Inc.
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Inc.

	 	 	4	 	 	Travelport LLC
	 	Auth: 1,000
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 100	 	 	 	 
	 
	Travelport International
Services, Inc.

	 	 	2	 	 	Travelport Inc.
	 	 5,000
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport LLC

	 	 	4	 	 	TDS Investor
(Luxembourg)
S.a.r.l.
	 	Auth: 1,000

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Mexico S.A. de
C.V.

	 	 	 	 	 	Travelport, LP;
Outside Counsel
	 	A: 50,000

B: 133,296,938
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Operations, Inc.

	 	 	4	 	 	Travelport Inc.
	 	Auth: 1,000
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 100	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Peru S.R.L.

	 	 	 	 	 	Worldspan S.A.
Holdings II LLC;
Worldspan South
American Holdings
LLC
	 	Auth: 2,636,510

Issued: 2,636,510
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Travelport Services Limited

	 	 	 	 	 	Travelport, LP
	 	Auth: 1,000
	 	 	65	%
	 

	 	 	 	 	 	 	 	Issued: 2	 	 	 	 
	 
	Travelport, LP

	 	5 — Travelport


Holdings, LLC




6 — Worldspan


LLC
	 	99.996% —


 Travelport
Holdings,


 LLC, .004% —


Worldspan LLC
	 	  N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Waltonville Limited

	 	 	2	 	 	Travelport Limited
	 	Auth: 2,100
	 	 	100	%
	 

	 	 	 	 	 	 	 	Issued: 2,100	 	 	 	 
	 
	WORLDSPAN BBN 

Holdings, LLC

	 	 	 	 	 	Travelport, LP
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN Digital 

Holdings, LLC

	 	 	 	 	 	Travelport, LP
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN IJET 

HOLDINGS, LLC

	 	 	 	 	 	Travelport, LP
	 	Auth: 100

Issued: 100
	 	 	100	%
	 
	Worldspan LLC

	 	 	2	 	 	Travelport
	 	  NA.
	 	 	100	%
	 

	 	 	 	 	 	Holdings, LLC	 	 	 	 	 	 
	 
	WORLDSPAN 

OPENTABLE 

HOLDINGS, LLC

	 	 	 	 	 	Travelport, LP
	 	  N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN S.A.


HOLDINGS II, L.L.C.

	 	 	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Services Chile 

Limitada

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

	 	 	 	 	 	Travelport, LP	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	  5,500 units	 	 	 	 






Schedule II-2




 









 








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

	 	 	 	 	 	 	 	belonging to
Travelport, LP	 	 	 	 
	 
	Worldspan Services Costa 

Rica, SRL

	 	 	1	 	 	Worldspan South

American Holdings

LLC
	 	  10
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	WORLDSPAN South 

American Holdings LLC

	 	 	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan StoreMaker 

Holdings, LLC

	 	 	 	 	 	Travelport, LP
	 	N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Technologies
Inc.

	 	 	1	 	 	Travelport Inc.
	 	  100 shares
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Worldspan Viator 

Holdings, LLC

	 	 	 	 	 	Travelport, LP
	 	  N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WORLDSPAN XOL LLC

	 	 	 	 	 	Travelport, LP
	 	 N/A
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WS Financing Corp.

	 	 	1	 	 	Travelport, LP
	 	 100
	 	 	100	%






DEBT SECURITIES




	 	 	 	 	 	 	 	 	 
	Issuer	 	Principal Amount	 	Date of Note	 	Maturity Date
	Travelport Inc.

	 	$	60,000,000	 	 	September 10, 2009
	 	March 10, 2020
	 
	 	 	 	 	 	 	 	 
	Travelport (Bermuda)
Ltd.

	 	$	2,051,415,455	 	 	August 23, 2006
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Travelport Investor
(Luxembourg)
Partnership S.E.C.S.

	 	 	9,479,663€	 	 	March 27, 2009
	 	March 31, 2039
	 
	 	 	 	 	 	 	 	 
	Travelport Inc. (f/k/a
B2B Newco, Inc.)

	 	$	725,211,331	 	 	January 29, 2007
	 	7.5 years from August


23, 2006
	 
	 	 	 	 	 	 	 	 
	Travelport
(Luxembourg) S.a.r.l.

	 	$	22,493,281	 	 	August 23, 2006
	 	N/A
	 
	 	 	 	 	 	 	 	 
	Travelport Limited

	 	$	207,500,000	 	 	September 30, 2011
	 	December 1, 2016






Schedule II-3




 









 








Schedule III to the

Second Lien Security Agreement




COMMERCIAL TORT CLAIMS



A claim was brought against the Air Transport Association in ICC arbitration proceedings for
unauthorized use of our ticketing data in its “PaxIS” product. The claim is based on breach of
contract and breach of Dutch and European law in respect of database rights, claiming approximately
$19.5 million in lost revenues. This action is brought in ICC Netherlands where the ICC arbitration
tribunal will hear the matter between July 2, 2012 through July 6, 2012.




Schedule III-1




 









 








Schedule IV to

the Second Lien Security Agreement




PERMITTED SUBSIDIARY DISPOSITIONS AND LIQUIDATIONS




4Oceans Limited




Quantitude United Kingdom Limited




Travelport Procurement Limited




GTA (Hong Kong) Online Sales Limited




Worldspan Services Hong Kong Limited




Worldspan Hungary Kft.




Schedule IV-1




 









 








Schedule V to

the Second Lien Security Agreement




100% PLEDGED FOREIGN SUBSIDIARIES




Waltonville Limited




TDS Investor (Luxembourg) S.a.r.l.




Galileo International BV




Travelport (Bermuda) Ltd.




Travelport (Cayman) Ltd.




Schedule V-1




 









 








Schedule VI to

the Second Lien Security Agreement




DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 	 	 
	Owner	 	Type Of Account	 	Bank	 	Account Number
	Travelport Inc

	 	Demand Deposit Acct
	 	Bank of America
	 	 	4426474711	 
	Travelport LLC

	 	Demand Deposit Acct
	 	Citibank, NY
	 	 	30717635	 






SECURITIES ACCOUNTS




NONE.




Schedule VI-1




 









 








Schedule VII to

the Second Lien Security Agreement




DOMESTIC GRANTORS




	 	 	 	 	 
	Name of Domestic Grantor	 	 	 	 
	Galileo Technologies LLC

	Gta North America, Inc.

	OWW2, LLC

	Travel Industries, Inc.

	Travelport Holdings, Inc.

	Travelport Holdings, LLC

	Travelport Inc.

	Travelport International Services, Inc.

	Travelport LLC

	Travelport Operations, Inc.

	Travelport, LP

	WORLDSPAN BBN Holdings, LLC

	WORLDSPAN Digital Holdings, LLC

	WORLDSPAN IJET HOLDINGS, LLC

	Worldspan LLC

	WORLDSPAN OPENTABLE HOLDINGS, LLC

	WORLDSPAN S.A. HOLDINGS II, L.L.C.

	WORLDSPAN South American Holdings LLC

	Worldspan StoreMaker Holdings, LLC

	Worldspan Technologies Inc.

	Worldspan Viator Holdings, LLC

	Worldspan XOL LLC

	WS Financing Corp.






 Schedule VII-1



 









 








Exhibit I to the

Second Lien Security Agreement




          SUPPLEMENT NO. __, dated as of [•] (this “ Supplement”), to the Second Lien Security Agreement, dated
as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the
laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE
LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR
(LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg
(“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and
Wells Fargo Bank, National Association, as Collateral Agent (as used herein, as defined in the
Security Agreement referred to below).




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




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




          C. The Grantors have entered into the Security Agreement in order to induce the Lenders to
make Loans. Section 6.14 of the Security Agreement provides that additional Restricted Subsidiaries
of the Borrower may become Subsidiary Parties under the Security Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary
(the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the
Credit Agreement to become a Subsidiary Party under the Security Agreement and as consideration for
Loans previously made.




          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:




          SECTION 1. In accordance with Section 6.14 of the Security Agreement, the New Subsidiary by
its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor
under the Security Agreement with the same force and effect as if originally named therein as a
Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents
and warrants that the representations and warranties made by it




Exhibit I-1







 









 







as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the
foregoing, the New Subsidiary, as security for the payment and performance in full of the
Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for
the benefit of the Secured Parties, their successors and assigns, a security interest in and lien
on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in
the Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security
Agreement shall be deemed to include the New Subsidiary and each reference to a “Domestic Grantor”
in the Security Agreement shall be deemed to include any New Subsidiary that is a Domestic
Guarantor. The Security Agreement is hereby incorporated herein by reference.




          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer,
preference or similar laws and by general principles of equity.




          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received a counterpart of this Supplement that bears the signature of
the New Subsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an
executed signature page to this Supplement by facsimile transmission or other electronic image
transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a
manually signed counterpart of this Supplement.




          SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I
attached hereto is a true and correct schedule of the location of any and all Collateral of the New
Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the
New Subsidiary, its jurisdiction of formation and the location of its chief executive office.




          SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in
full force and effect.




          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF
NEW YORK.




          SECTION 7. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Security Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic ef-




Exhibit I-2






 









 







fect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.




          SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 6.01 of the Security Agreement.




          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent.




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




Exhibit I-3




 









 








          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Jurisdiction of Formation:

Address of Chief Executive Office:



WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit I-4




 









 








Schedule I

to the Supplement No __ to the

Second Lien Security Agreement




LOCATION OF COLLATERAL




	 	 	 
	Description	 	Location
	 
	 	 





EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	Number of	 	Registered	 	Class of	 	Percentage
	Issuer	 	Certificate	 	Owner	 	Equity Interests	 	of Equity Interests
	 

	 	 
	 	 
	 	 	 	 





DEBT SECURITIES




	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 
	Issuer	 	Amount	 	Date of Note	 	Maturity Date
	 

	 	 
	 	 
	 	 





Exhibit I - 5




 









 








Exhibit II to the

Second Lien Security Agreement




FORM OF

PERFECTION CERTIFICATE




[•], 2011



     Reference is made to the Second Lien Credit Agreement, dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”; capitalized terms used but not defined herein have the meanings assigned therein),
among Travelport Limited, a company incorporated under the laws of Bermuda (“Holdings”),
Travelport LLC, a Delaware corporation (the “Borrower”), Waltonville Limited, a company
incorporated under the laws of Gibraltar


(“Intermediate Parent”), TDS
Investor (Luxembourg) S.A.R.L., a société à responsabilité limitée
incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), Wells Fargo Bank, National
Association, as the Administrative Agent, Wells Fargo Bank, National Association, as the
Collateral Agent, and each Lender from time to time party thereto.




          The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of
the Borrower, hereby certify to the Administrative Agent and each other Secured Party as of the
date hereof as follows:



1. Names. (a) The exact legal name of each Loan Party, as such name appears in its respective
certificate of incorporation or formation, is as follows:



(b) Set forth in Schedule 1 is each other legal name, to our knowledge, each Loan Party has had
in the past year, together with the date of the relevant change:



(c) Except as set forth in Schedule 1 hereto, to our knowledge, no Loan Party has changed its
identity or corporate structure in any way within the past year. Changes in identity or corporate
structure would include mergers, consolidations and acquisitions, as well as any change in the
form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule
1 the information required by Sections 1 and 2 of this certificate as to each acquiree or
constituent party to a merger or consolidation to the extent such information is available to the
Borrower.



(d) To our knowledge, Schedule 1 sets forth a list of all other names (including trade names or
similar appellations) used by each Loan Party or any of its divisions or other business units in
connection with the conduct of its business or the ownership of its properties at any time during
the past year:



(e) Set forth below is the Organizational Identification Number, if any, issued by the
jurisdiction of formation of each Loan Party that is a registered organization:




Exhibit II - 1




 









 







(f) Set forth below is the Federal Taxpayer Identification Number of each Loan Party:



2. Current Locations. (a) The chief executive office of each Loan Party is located at the address
set forth opposite its name below:



(b) The jurisdiction of formation of each Loan Party that is a registered organization is set
forth opposite its name below:



(c) [Reserved].



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



(e) [Reserved].




3. [Reserved].



4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule setting forth the proper
Uniform Commercial Code filing office in the jurisdiction in which each Loan Party is located
and, to the extent any of the Collateral is comprised of fixtures, in the proper local
jurisdiction, in each case as set forth with respect to such Loan Party in Section 2 hereof.



5.  Stock Ownership and other Equity Interests. Attached hereto as Schedule 5 is a true and
correct list of all the issued and outstanding Equity Interests of the Borrower and each
Subsidiary and the record and beneficial owners of such Equity Interests, to the extent required
to be pledged under the Security Agreement. Also set forth on Schedule 5 is each Investment of
Holdings, the Borrower or any Subsidiary that represents 50% or less of the Equity Interests of
the Person in which such Investment was made, to the extent required to be pledged under the
Security Agreement.



6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all promissory
notes and other evidence of Indebtedness for borrowed money held by Holdings, the Borrower and
each other Loan Party having a principal amount in excess of $5,000,000 that are required to be
pledged under the Security Agreement.



7.  Mortgage Filings. Attached hereto as Schedule 7 is a schedule setting forth, with respect to
each Mortgaged Property, (a) the exact name of the Person that owns such property as such name
appears in its certificate of incorporation or other organizational document, (b) if different
from the name identified pursuant to clause (a), the exact name of the current mortgagor/grantor
of such property reflected in the records of the filing office for such property identified
pursuant to the following clause and (c) the filing office in which a Mortgage with respect to
such property must be filed or recorded in order for the Administrative Agent to obtain a
perfected security interest therein.




Exhibit II - 2




 









 







8. Intellectual Property. (a) Attached hereto as Schedule 8(A) in proper form for filing with the
United States Patent and Trademark Office is a schedule setting forth all of each Loan Party’s:
(i) Patents and Patent Applications (such terms, as used herein, as defined in the Intellectual
Property Security Agreement), including the name of the registered owner, type, and registration
or application number of each Patent and Patent Application owned by any Loan Party; and (ii)
Trademarks and Trademark Applications (such terms, as used herein, as defined in the Intellectual
Property Security Agreement), including the name of the registered owner, and the registration or
application number of each Trademark and Trademark application owned by any Loan Party.



(b) Attached hereto as Schedule 8(B) in proper form for filing with the United States Copyright
Office is a schedule setting forth all of each Loan Party’s Copyrights (as used herein, as defined
in the Intellectual Property Security Agreement), including the name of the registered owner,
title, and the registration number of each Copyright owned by any Loan Party.




Exhibit II - 3




 









 







IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first set
above.




	 	 	 	 	 
	 	TRAVELPORT LLC,

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



Perfection Certificate




 









 








Schedule 1



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

	 	 
	 	 	 	 





Exhibit II - 5




 









 








Schedule 4




	 	 	 
	Loan Parties	 	Filing Location
	 
	 	 





Exhibit II - 6




 









 








Schedule 5



	 	 	 	 	 	 	 
	 	 	 	 	Issued and	 	 
	 	 	Jurisdiction of	 	Outstanding	 	 
	 	 	Incorporation	 	Equity 	 	 
	Entity	 	or Formation	 	Interests	 	Owner(s)
	 

	 	 
	 	 	 	 





	 	 	 
	Investment of 50% or Less	 	Percentage of Ownership
	 
	 	 





Exhibit II - 7





 









 








Schedule 6




	 	 	 	 	 	 	 	 	 
	Lender	 	Issuer	 	Principal Amount	 	Date of Note	 	Maturity Date
	 

	 	 	 	 	 	 	 	 





Exhibit II - 8





 









 








Schedule 7




	 	 	 	 	 
	Owner	 	Mortgagor	 	Filing Office
	 

	 	 	 	 





Exhibit II - 9




 









 








Schedule 8(A)(i)



Trademarks and Trademark Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Trademark:	 	Owner Name:	 	App. No.	 	App. Date	 	Reg. No.	 	Reg. Date
	 

	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit II - 10





 









 








Schedule 8(A)(ii)



Patents and Published Pending Patent Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Title	 	Inventor(s)	 	Owner Name:	 	App. No.	 	App. Date	 	Patent No.	 	Issue Date
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit II - 11




 









 








Schedule 8(B)



Registered Copyrights




	 	 	 	 	 	 	 	 	 
	Jurisdiction	 	Copyright	 	Owner Name:	 	Reg. No.	 	Reg. Date
	 

	 	 	 	 	 	 	 	 





Exhibit II - 12






























 









 


EXHIBIT F


INTELLECTUAL PROPERTY SECURITY AGREEMENT








 





EXECUTION VERSION




 





SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT




Dated as of


September 30, 2011,



among



TRAVELPORT LLC,

as the Borrower,



TRAVELPORT LIMITED,

as Holdings,



WALTONVILLE LIMITED,

as Intermediate Parent,



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

as TDS Intermediate Parent,



CERTAIN SUBSIDIARIES OF HOLDINGS



IDENTIFIED HEREIN



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 

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






 









 





Schedules




	 	 	 

	Schedule I

	 	Subsidiary Parties
	Schedule II

	 	Intellectual Property
	 
	 	 
	Exhibits
	 	 
	 
	 	 
	Exhibit I

	 	Form of Supplement
	Exhibit II

	 	Form of Copyright Security Agreement
	Exhibit III

	 	Form of Trademark Security Agreement
	Exhibit IV

	 	Form of Patent Security Agreement






 









 





          SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of September 30, 2011 among
TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC,
a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws
of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à
responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the
other Subsidiaries of Holdings from time to time party hereto and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Collateral Agent (as defined below) for the Secured Parties (as defined below).



          Reference is made to the Second Lien Credit Agreement dated as of September 30, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Wells
Fargo Bank, National Association, as the “Administrative Agent” (under and as defined therein),
Wells Fargo Bank, National Association, as “Collateral Agent” (under and as defined therein), and
each Lender from time to time party thereto. The Lenders have agreed to extend credit to the
Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of
the Lenders to extend such credit are conditioned upon, among other things, the execution and
delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower,
will derive substantial benefits from the extension of credit to the Borrower pursuant to the
Credit Agreement and are willing to execute and deliver this Agreement in order to induce the
Lenders to extend such credit. Accordingly, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS



          Section 1.01 Credit Agreement.



          (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement (or, on and after the Consummation Date, the meaning
specified for the comparable term in the Indenture). All terms defined in the New York UCC (as
defined herein) and not defined in this Agreement have the meanings specified therein; the term
“instrument” shall have the meaning specified in Article 9 of the New York UCC.



          (b) The rules of construction specified in Article I of the Credit Agreement also apply to
this Agreement.



          Section 1.02 Other Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



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



 









 







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



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



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



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



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



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



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



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



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



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



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



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



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



2









 





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



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



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



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



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



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



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



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



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



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



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



3









 





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



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



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



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



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



          “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b)
each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after
the Closing Date.



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



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



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



ARTICLE II




SECURITY INTERESTS



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          Section 2.01 Security Interest. (a) As security for the payment or performance, as the case
may be, in full of the Obligations, including the Guarantees, each Grantor hereby collaterally
assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title
or interest in or to any and all of the following assets and properties now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Collateral”):




     (i) all Copyrights;




     (ii) all Patents;




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




     (iv) all Licenses;




     (v) all other Intellectual Property; and




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



          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the
Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial
financing statements with respect to the Collateral or any part thereof and amendments thereto or
continuation statements without the signature of the Grantor in respect thereof that (i) indicate
the Collateral as “all assets whether now owned or hereafter acquired” of such Grantor or words of
similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the
information required by Article 9 of the Uniform Commercial Code or the analogous legislation of
each applicable jurisdiction for the filing of any financing statement or amendment, including
whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor. Each Grantor agrees to provide such information to
the Collateral Agent promptly upon request.



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



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          (c) The Security Interest is granted as security only and shall not subject the Collateral
Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Collateral.



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




     (a) Each Grantor has good and valid rights in and title to the Collateral with respect to
which it has purported to grant a Security Interest hereunder and has full power and authority to
grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to
execute, deliver and perform its obligations in accordance with the terms of this Agreement,
without the consent or approval of any other Person other than any consent or approval that has
been obtained.




     (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name of each Grantor, is correct and
complete in all material respects as of the Closing Date. The Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate filings, recordings or
registrations prepared by the Collateral Agent based upon the information provided to the
Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other
office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the
Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or
registrations required by Section 6.11 of the Credit Agreement (or, on and after the Consummation
Date, the comparable provision in the Indenture)), are all the filings, recordings and
registrations (other than filings required to be made in the United States Patent and Trademark
Office and the United States Copyright Office in order to perfect the Security Interest in
Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to
establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the
benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be
perfected by filing, recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is necessary in any such jurisdiction,
except as provided under applicable law with respect to the filing of continuation statements. Each
Grantor represents and warrants that a fully executed agreement in the form hereof and containing a
description of all Collateral consisting of Intellectual Property with respect to United States
Patents and United States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights have been delivered
to the Collateral Agent for recording by the United States Patent and Trademark Office and the
United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and
the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of
any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and
perfected security interest in favor of the Collateral Agent (for the benefit of the Secured
Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a
security interest may be perfected by filing, recording or registration in the



6









 







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




     (c) The Security Interest constitutes (i) a legal and valid security interest in all the
Collateral securing the payment and performance of the Obligations, including the Guarantees, (ii)
subject to the filings described in Section 2.02(b), a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording or registering a
financing statement or analogous document in the United States (or any political subdivision
thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (iii) a
security interest that shall be perfected in all Collateral in the United States in which a
security interest may be perfected upon the receipt and recording of this Agreement with the United
States Patent and Trademark Office and the United States Copyright Office, as applicable, within
the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C.
§ 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205 and
otherwise as may be required pursuant to the laws of any other necessary jurisdiction. The Security
Interest (to the extent such Security Interest can be perfected by making the filings and
recordations described in the immediately preceding sentence) is and shall be prior to any other
Lien on any of the Collateral, other than (i) any nonconsensual Lien that is expressly permitted
pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date, the
comparable provision in the Indenture) and has priority as a matter of law and (ii) Liens expressly
permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date,
the comparable provision in the Indenture).




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



          Section 2.03 Covenants.



7









 





          (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i)
in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure
of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.



          (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions
necessary to defend title to the Collateral against all Persons and to defend the Security Interest
of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly
permitted pursuant to Section 7.01 of the Credit Agreement (or, on and after the Consummation Date,
the comparable provision in the Indenture).



          (c) Each year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to Section 6.01 of the Credit Agreement (or, on and after the
Consummation Date, the comparable provision in the Indenture), the Borrower shall deliver to the
Collateral Agent a certificate executed by the chief financial officer and the chief legal officer
of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f)
and 2(b) of the Perfection Certificate or confirming that there has been no change in such
information since the date of such certificate or the date of the most recent certificate delivered
pursuant to this Section 2.03(c).



          (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own
expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such actions as the Collateral Agent may from time to time reasonably
request to better assure, preserve, protect and perfect the Security Interest and the rights and
remedies created hereby, including the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements or other documents in connection herewith or therewith. If any amount
payable under or in connection with any of the Collateral that is in excess of $5,000,000 shall be
or become evidenced by any promissory note or other instrument, such note or instrument shall be
promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties,
duly endorsed in a manner reasonably satisfactory to the Collateral Agent.



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



          (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges,
fees, Liens, security interests or other encumbrances at any time levied or placed on the
Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement (or, on and



8









 







after the Consummation Date, the comparable provision in the Indenture), and may pay for the
maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required
by the Credit Agreement or this Agreement and within a reasonable period of time after the
Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees,
subject to the terms of the Intercreditor Agreement, to reimburse the Collateral Agent within 10
days after demand for any payment made or any reasonable expense incurred by the Collateral Agent
pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing
any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to
taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance
as set forth herein or in the other Loan Documents.



          (f) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable
(as between itself and any relevant counterparty) to observe and perform all the conditions and
obligations to be observed and performed by it under each contract, agreement or instrument
relating to the Collateral, all in accordance with the terms and conditions thereof, and each
Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the
other Secured Parties from and against any and all liability for such performance.



          Section 2.04 As to Intellectual Property Collateral.



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



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



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



9









 







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



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



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



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



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



ARTICLE III




REMEDIES



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



10









 







exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and
conditions and in such manner as the Collateral Agent shall determine (other than in violation of
any then-existing licensing arrangements to the extent that waivers cannot be obtained), and,
generally, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, to
exercise any and all rights afforded to a secured party with respect to the Obligations under the
Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing,
each Grantor agrees, to the extent permitted by, and subject to the terms of, the Intercreditor
Agreement, that the Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law and the notice requirements described below, to sell or otherwise dispose of all or
any part of the Collateral securing the Obligations at a public or private sale, for cash, upon
credit or for future delivery as the Collateral Agent shall deem appropriate. Each such purchaser
at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on
the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights
of redemption, stay and appraisal which such Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.



          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its
equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such
sale. Any such public sale shall be held at such time or times within ordinary business hours and
at such place or places as the Collateral Agent may fix and state in the notice (if any) of such
sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an
entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it
shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall
have been given. The Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement at the time and
place fixed for sale, and such sale may, without further notice, be made at the time and place to
which the same was so adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not
incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this
Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from
any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights
being also hereby waived and released to the extent permitted by law), the Collateral or any part
thereof offered for sale and may make payment on account thereof by using any claim then due and
payable to such Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to any Grantor therefor. For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into



11









 







such an agreement all Events of Default shall have been remedied and the Obligations paid in
full. As an alternative to exercising the power of sale herein conferred upon it, to the extent
permitted by, and subject to the terms of the Intercreditor Agreement, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant
to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable
standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.



          Section 3.02 Application of Proceeds. To the extent permitted by, and subject to the terms of,
the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or
sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of
the Credit Agreement (or, on and after the Consummation Date, the comparable provision in the
Indenture) as of the Closing Date.



          The Collateral Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.



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



ARTICLE IV




INDEMNITY, SUBROGATION AND SUBORDINATION



12









 





          Section 4.01 Indemnity. In addition to all such rights of indemnity and subrogation as the
Grantors may have under applicable law (but subject to Section 4.03), the Borrower agrees that in
the event any assets of any Grantor shall be sold pursuant to this Agreement or any other
Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the
Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the
fair market value of the assets so sold.



          Section 4.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”)
agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be
sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and
such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the
Borrower as provided in Section 4.01, the Contributing Party shall indemnify the Claiming Party in
an amount equal to the greater of the book value or the fair market value of such assets, in each
case multiplied by a fraction of which the numerator shall be the net worth of the Contributing
Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors
on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section
5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by
such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this
Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such
payment.



          Section 4.03 Subordination.



          (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Grantors under Sections 4.01 and 4.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor
to make the payments required by Sections 4.01 and 4.02 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and liabilities of any
Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the
full amount of the obligations of such Grantor hereunder.



          (b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event
of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary
shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.



ARTICLE V




Miscellaneous




          Section 5.01 Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement (or, on and after the Consummation Date, the comparable provision in the Indenture). All
communications and notices hereunder to any Subsidiary Party shall be given to



13









 






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



          Section 5.02 Waivers; Amendment.



          (a) No failure or delay by the Collateral Agent or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Collateral Agent and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan shall not be construed as a waiver of any Default,
regardless of whether the Collateral Agent or any Lender may have had notice or knowledge of such
Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party
to any other or further notice or demand in similar or other circumstances.



          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan
Party or Loan Parties with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 10.01 of the Credit Agreement (or, on
and after the Consummation Date, the comparable provision in the Indenture).



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



          (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of
its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement (or, on and
after the Consummation Date, with respect to expenses of the Collateral Agent incurred hereunder on
and after the Consummation Date, the comparable provision in the Indenture).



          (b) Without limitation of its indemnification obligations under the other Loan Documents, the
Borrower agrees to indemnify the Collateral Agent and each other Secured Party and their respective
Affiliates, directors, officers, employees, counsel, agent, trustees, investment advisors and
attorneys-in-fact (collectively, the “Indemnitees”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a result of, the
execution, delivery or performance of this Agreement or any claim, litigation, investigation or
proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the
Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,



14









 





liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of
such Indemnitee.



          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any
other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of
written demand therefor.



          Section 5.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the permitted successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral
Agent that are contained in this Agreement shall bind and inure to the benefit of their respective
successors and assigns.



          Section 5.05 Survival of Agreement. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and shall survive the execution and
delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by
any Lender or on its behalf and notwithstanding that the Collateral Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended under the Credit Agreement, and shall continue in full force and effect as long
as the principal of or any accrued interest on any Loan or any fee or any other amount payable
under any Loan Document is outstanding and unpaid.



          Section 5.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile
transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall
be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement
shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such
Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have
been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan
Party and the Collateral Agent and their respective permitted successors and assigns, and shall
inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and
their respective successors and assigns, except that no Loan Party shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and
any such assignment or transfer shall be void) except as expressly contemplated by this Agreement
or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to
each Loan Party and may be amended, modified,




15











 




supplemented, waived or released with respect to any Loan Party without the approval of any other
Loan Party and without affecting the obligations of any other Loan Party hereunder.




          Section 5.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.




          Section 5.08 Right of Set-Off. Subject to the terms of the Intercreditor Agreement, in addition to
any rights and remedies of the Lenders provided by Law, upon the occurrence and during the
continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and
from time to time, without prior notice to the Borrower or any other Loan Party, any such notice
being waived by the Borrower (on its behalf and on behalf of each Loan Party and its Subsidiaries)
to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by, and other
Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the
account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing
to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made
demand under this Agreement or under any other Loan Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the applicable deposit
or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the
credit or the account of any Foreign Subsidiary, such set off may only be against any obligations
of Foreign Subsidiaries. Each Lender agrees promptly to notify the Borrower and the Collateral
Agent after any such set off and application made by such Lender; provided, that the failure to
give such notice shall not affect the validity of such setoff and application. The rights of each
Lender under this Section 6.08 are in addition to other rights and remedies (including other rights
of setoff) that the Collateral Agent and such Lender may have.




          Section 5.09 Governing Law; Jurisdiction; Consent to Service of Process.




          (a) This Agreement shall be construed in accordance with and governed by the law of the State of
New York.




          (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in
New York City and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and





16









 







may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or any other Loan Document shall affect any right that the
Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against any Grantor or its properties in the courts of
any jurisdiction.




          (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this Section 5.09. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to service of process in the manner provided
for notices in Section 5.01. Nothing in this Agreement or any other Loan Document will affect the
right of any party to this Agreement to serve process in any other manner permitted by law.




          Section 5.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 5.10.




          Section 5.11 Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.




          Section 5.12 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security
Interest, the grant of a security interest in the Pledged Collateral and all obligations of each
Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any
of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any
change in the time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or
consent under or departure from any guarantee, securing or



17









 







guaranteeing all or any of the Obligations or (d) subject to the terms of Section 5.13, any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor
in respect of the Obligations or this Agreement.




          Section 5.13 Termination or Release.




          (a) This Agreement, the Security Interest and all other security interests granted hereby shall
terminate with respect to all Obligations (other than contingent indemnification obligations not
yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full
and the Lenders have no further commitment to lend under the Credit Agreement.




          (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the
Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon
the consummation of any transaction permitted by the Credit Agreement as a result of which such
Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary; provided
that the Required Lenders shall have consented to such transaction (to the extent required by the
Credit Agreement) and the terms of such consent did not provide otherwise; provided, further, that
no such release shall occur if such Grantor continues to be a guarantor in respect of the First
Lien Credit Agreement, any First Lien Permitted Refinancing Documents, High Yield Notes or any
Junior Financing.




          (c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to
another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any
written consent to the release of the security interest granted hereby in any Collateral pursuant
to Section 9.11 of the Credit Agreement (or, on and after the Consummation Date, the comparable
provision in the Indenture), the security interest in such Collateral shall be automatically
released.




          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this
Section 5.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s
expense, all documents that such Grantor shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this Section 5.13 shall be without
recourse to or warranty by the Collateral Agent.




          Section 5.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement
(or, on and after the Consummation Date, the comparable provision in the Indenture), certain
Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted
Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as
Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the
Collateral Agent and a Restricted Subsidiary of an Intellectual Property Security Agreement
Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same
force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of
any such instrument shall not require the consent of any other Loan Party hereunder. The rights and
obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the
addition of any new Loan Party as a party to this Agreement.








18









 








          Section 5.15 General Authority of the Collateral Agent. By acceptance of the benefits of this
Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory
hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as
its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral
Agent shall have the authority to act as the exclusive agent of such Secured Party for the
enforcement of any provisions of this Agreement and such other Collateral Documents against any
Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any
consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations
with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of
this Agreement or any other Collateral Document against any Grantor, to exercise any remedy
hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as
expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound
by the terms of this Agreement and any other Collateral Documents.




          Section 5.16 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the
Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and
during the continuance of an Event of Default, which appointment is irrevocable and coupled with an
interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the
right, upon the occurrence and during the continuance of an Event of Default and notice by the
Collateral Agent to the Borrower of its intent to exercise such rights, with full power of
substitution either in the Collateral Agent’s name or in the name of such Grantor, to the extent
permitted by, and subject to the terms of the Intercreditor Agreement, (a) to receive, endorse,
assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other
evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect,
receive payment of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in
equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the
Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or any of the
Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to
carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent
were the absolute owner of the Collateral for all purposes; provided that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent to make any commitment or to
make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent,
or to present or file any claim or notice, or to take any action with respect to the Collateral or
any part thereof or the moneys due or to become due in respect thereof or any property covered
thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them herein, and neither
they nor their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that
of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.










19









 





ARTICLE VI



Intercreditor Agreement



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




ARTICLE VII




Bond Conversion Offer



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










20









 







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




[Remainder of page intentionally left blank]










21









 








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




	 	 	 	 	 
	 	TRAVELPORT LIMITED, as Holdings

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

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas  	 
	 	 	Title:  	Director 	 
	 
	 	TRAVELPORT LLC, as the Borrower

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	TDS INVESTOR (LUXEMBOURG) S.A.R.L., as TDS Intermediate Parent

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








 









 








	 	 	 	 	 
	 	TRAVELPORT INC.

GALILEO TECHNOLOGIES LLC

GTA NORTH AMERICA, INC.

OWW2, LLC

TRAVEL INDUSTRIES, INC.

TRAVELPORT HOLDINGS, INC.

TRAVELPORT HOLDINGS, LLC

TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.

WORLDSPAN LLC

WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC

WORLDSPAN IJET HOLDINGS, LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C.

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC

WORLDSPAN STOREMAKER HOLDINGS, LLC

WORLDSPAN TECHNOLOGIES INC.

WORLDSPAN VIATOR HOLDINGS, LLC

WORLDSPAN XOL LLC

WS FINANCING CORP.

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and Secretary 	 
	 
	 	TRAVELPORT, LP



BY: TRAVELPORT HOLDINGS, LLC, as General Partner

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

of Travelport Holdings, LLC, 

as General Partner 	 
	 





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Collateral Agent

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









 









 








Schedule I to the

Second Lien Intellectual Property

Security Agreement




SUBSIDIARY PARTIES




	 	 	 
	 	 	Jurisdiction of
	Name of Subsidiary Party	 	Formation
	Galileo Technologies LLC

	 	Delaware
	Gta North America, Inc.

	 	Delaware
	OWW2, LLC

	 	Delaware
	TDS Investor (Luxembourg) S.a.r.l.

	 	Luxembourg
	Travel Industries, Inc.

	 	Delaware
	Travelport Holdings, Inc.

	 	Delaware
	Travelport Holdings, LLC

	 	Delaware
	Travelport Inc.

	 	Delaware
	Travelport International Services, Inc.

	 	Delaware
	Travelport Operations, Inc.

	 	Delaware
	Travelport, LP

	 	Delaware
	Waltonville Limited

	 	Gibraltar
	WORLDSPAN BBN Holdings, LLC

	 	California
	WORLDSPAN Digital Holdings, LLC

	 	Delaware
	WORLDSPAN IJET HOLDINGS, LLC

	 	Delaware
	Worldspan LLC

	 	Delaware
	WORLDSPAN OPENTABLE HOLDINGS, LLC

	 	Georgia
	WORLDSPAN S.A. HOLDINGS II, L.L.C.

	 	Georgia
	WORLDSPAN South American Holdings, LLC

	 	Georgia
	Worldspan StoreMaker Holdings, LLC

	 	Delaware
	Worldspan Technologies Inc.

	 	Delaware
	Worldspan Viator Holdings, LLC

	 	Delaware
	Worldspan XOL LLC

	 	Georgia
	WS Financing Corp.

	 	Delaware






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




 












 





Schedule II to the

Second Lien Intellectual Property

Security Agreement




U.S. COPYRIGHTS OWNED BY TRAVELPORT, LP




	 	 	 	 	 	 	 
	Title	 	Jurisdiction	 	Reg. No.	 	Record Owner
	Worldspan AVS database

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

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

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

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

program

	 	USA
	 	TXu000688224
	 	Worldspan, L.P.*








 




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





PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT

OPERATIONS, INC.




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

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

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

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

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






1









 






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

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

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

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

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

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






PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT, LP




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

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




7,693,894

	 	US




US
	 	System and method for caching and utilizing flight availability data

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




Travelport,
LP
	 	10 February
2006




10 February
2006
	 	14 December 2010




06 April
2010
	7,603,281

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

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

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

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

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

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

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






2









 






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

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

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








 




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





PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT INC.




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

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








 




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





TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY
TRAVELPORT, LP




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

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

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

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

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

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

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

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

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

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

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

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

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

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






3









 






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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






4









 






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

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

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

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

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

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

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

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

	 	 	1538402	 	 	 	 	 	 	Pending
	 	Canada
	 	28-Jul-2011
	 	 	 	Worldspan*
	TRAVELSCREEN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






5









 






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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






6









 





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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	 	 	 	 	 	11039	 	 	Registered
	 	Liechtenstein
	 	 	 	20-Jan-1999
	 	Worldspan*
	WORLDSPAN

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

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

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

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

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

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

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

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

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

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

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

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






7









 






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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	 	 	 	 	 	25612	 	 	Registered
	 	Peru
	 	 	 	13-Mar-2001
	 	Worldspan+






8









 






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

	 	 	 	 	 	 	24366	 	 	Registered
	 	Peru
	 	 	 	30-Nov-
2000
	 	Worldspan+
	WORLDSPAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	 	 	 	 	 	388777	 	 	Registered
	 	Switzerland
	 	 	 	6-Jan-1992
	 	Worldspan*
	WORLDSPAN

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

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

	 	 	 	 	 	 	 	 	 	Pending
	 	Syria
	 	 	 	 	 	Worldspan*
	WORLDSPAN

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






9









 






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

	 	 	 	 	 	 	120843	 	 	Registered
	 	Taiwan
	 	 	 	1-Feb-2000
	 	Worldspan*
	WORLDSPAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(stylized)

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

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

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

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

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

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

(stylized)

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

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

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






10









 






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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	 	 	 	 	 	315427	 	 	Pending
	 	Uruguay
	 	10-Aug-1999

	 	 
	 	Galileo International
LLC***
	WORLDSPAN

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






11









 






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

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

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

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

	 	 	 	 	 	 	2241	 	 	Registered
	 	Virgin Islands (British)
	 	08-Jun-1988
	 	08-Jun-1988
	 	Galileo International
LLC***
	WORLDSPAN

	 	 	3982	 	 	 	3982	 	 	Registered
	 	Western
Samoa
	 	31-Jan-2000
	 	24-Sep-2001
	 	Worldspan*
	WORLDSPAN TRIP
MANAGER

	 	 	3985	 	 	 	3985	 	 	Registered
	 	Western
Samoa
	 	31-Jan-2000
	 	24-Sep-2001
	 	Worldspan*
	WORLDSPAN WIRED

	 	 	3986	 	 	 	3986	 	 	Registered
	 	Western
Samoa
	 	31-Jan-2000
	 	24-Sep-2001
	 	Worldspan*
	WORLDSPAN

	 	 	15230	 	 	 	12819	 	 	Registered
	 	Yemen, Republic of
	 	27-Dec-1999
	 	21-Jan-2001
	 	Worldspan*








 




			
	+	 	- Instructions have been given to update records to reflect Travelport, LP as the record
owner.
	 
	*	 	- “Worldspan” refers to “Worldspan, L.P.”, which changed its name to Travelport, LP.
	 
	**	 	- Worldspan, L.P. changed its name to Travelport, LP.
	 
	***	 	- The trademarks of Galileo International, LLC and Travelport International, LLC, through
merger and contributions, are now owned by Travelport, LP.
	 
	****	 	- Through mergers and name changes, the trademarks became owned by Galileo International, LLC,
and are now owned by Travelport, LP.





TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY
TRAVELPORT INC.




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

	 	 	3200601306	 	 	 	54413	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	TRAVELPORT

	 	 	3200601305	 	 	 	54412	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	Travelport Strata Design

	 	 	3200601303	 	 	 	54410	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	Travelport Strata Design

	 	 	3200601303	 	 	 	54411	 	 	Registered
	 	African Union Territories (OAPI)
	 	17-Jul-2006
	 	15-Nov-2006
	 	Travelport Inc.
	TRAVELPORT

	 	 	102913	 	 	 	 	 	 	Pending
	 	Algeria
	 	14-Oct-2010
	 	 	 	Travelport Inc.
	TRAVELPORT

	 	 	22559/09	 	 	 	 	 	 	Pending
	 	Angola
	 	14-Aug-2009
	 	 	 	Travelport Inc.
	TRAVELPORT

	 	 	22560/09	 	 	 	 	 	 	Pending
	 	Angola
	 	14-Aug-2009
	 	 	 	Travelport Inc.
	TRAVELPORT

	 	 	22558/09	 	 	 	 	 	 	Pending
	 	Angola
	 	14-Aug-2009
	 	 	 	Travelport Inc.







12













 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	2.687.375	 	 	 	2.184.159	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.376	 	 	 	2.252.436	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.372	 	 	 	2.369.531	 	 	Registered	 	Argentina	 	19-Jul-2006	 	20-May-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.373	 	 	 	2.184.164	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.374	 	 	 	2.252.435	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.370	 	 	 	2.184.157	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2.687.371	 	 	 	2.184.158	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.382	 	 	 	2.252.438	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.377	 	 	 	2.184.163	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.381	 	 	 	2.184.161	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.380	 	 	 	2.252.437	 	 	Registered	 	Argentina	 	19-Jul-2006	 	03-Oct-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.378	 	 	 	2273241	 	 	Registered	 	Argentina	 	19-Jul-2006	 	25-Feb-09	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.385	 	 	 	2.184.166	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2.687.379	 	 	 	2.184.160	 	 	Registered	 	Argentina	 	19-Jul-2006	 	26-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	20060923	 	 	 	12019	 	 	Registered	 	Armenia	 	28-Jul-2006	 	07-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	20060924	 	 	 	12020	 	 	Registered	 	Armenia	 	28-Jul-2006	 	07-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	26091	 	 	 	26091	 	 	Registered	 	Aruba	 	14-Apr-2006	 	02-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	26092	 	 	 	26092	 	 	Registered	 	Aruba	 	08-Sep-2006	 	02-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	1012231	 	 	 	1012231	 	 	Registered	 	Australia	 	23-Jul-2004	 	23-Jul-2004	 	Travelport Inc.
	TRAVELPORT (subway logo)
	 	 	1012232	 	 	 	1012232	 	 	Registered	 	Australia	 	23-Jul-2004	 	23-Jul-2004	 	Travelport Inc.
	Travelport Strata Design
	 	 	1125163	 	 	 	1125163	 	 	Registered	 	Australia	 	20-Jul-2006	 	24-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	2006 0930	 	 	 	2007 1105	 	 	Registered	 	Azerbaijan	 	07-Jul-2006	 	30-Dec-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	20060939	 	 	 	2008 0491	 	 	Registered	 	Azerbaijan	 	11-Jul-2006	 	05-May-2008	 	Travelport Inc.
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52228	 	 	 	52228	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52230	 	 	 	52230	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52231	 	 	 	52231	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*






13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52233	 	 	 	52233	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52232	 	 	 	52232	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52234	 	 	 	52234	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT WORD & STRATA DESIGN
	 	 	52229	 	 	 	52229	 	 	Registered	 	Bahrain	 	20-Dec-2006	 	09-Jun-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	119811	 	 	 	 	 	 	Pending	 	Bangladesh	 	30-Nov-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	119812	 	 	 	 	 	 	Pending	 	Bangladesh	 	30-Nov-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	119813	 	 	 	 	 	 	Pending	 	Bangladesh	 	30-Nov-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	45985	 	 	 	45985	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45986	 	 	 	45986	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45988	 	 	 	45988	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45987	 	 	 	45987	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45989	 	 	 	45989	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45990	 	 	 	45990	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	45991	 	 	 	45991	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45992	 	 	 	45992	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45993	 	 	 	45993	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45994	 	 	 	45994	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45995	 	 	 	45995	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45996	 	 	 	45996	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45997	 	 	 	45997	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	45998	 	 	 	45998	 	 	Registered	 	Bermuda	 	01-Sep-2006	 	05-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	 	 	 	 	 	 	 	Pending	 	BES Islands	 	10-Oct-2011	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	BW/M/09/00011	 	 	 	BW/M/2009/00011	 	 	Registered	 	Botswana	 	12-Jan-2009	 	12-Jan-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.429	 	 	 	 	 	 	Registered	 	Brazil	 	21-Jul-2006	 	09-Aug-2011	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.755	 	 	 	828.572.755	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.798	 	 	 	828.572.798	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.453	 	 	 	828.572.453	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	828.572.771	 	 	 	828.572.771	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.






14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	828.572.780	 	 	 	828.572.780	 	 	Registered	 	Brazil	 	21-Jul-2006	 	18-Aug-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.690	 	 	 	828.572.690	 	 	Registered	 	Brazil	 	21-Jul-2006	 	25-May-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.720	 	 	 	828.572.720	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.607	 	 	 	828.572.607	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.542	 	 	 	828.572.542	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.518	 	 	 	828.572.518	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.577	 	 	 	828.572.577	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	828.572.623	 	 	 	828.572.623	 	 	Registered	 	Brazil	 	21-Jul-2006	 	23-Feb-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	32620	 	 	 	KH/31535/09	 	Registered	 	Cambodia	 	28-Nov-2008	 	28-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	32621	 	 	 	KH/31536/09	 	Registered	 	Cambodia	 	28-Nov-2008	 	28-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	32622	 	 	 	KH/31537/09	 	Registered	 	Cambodia	 	28-Nov-2008	 	28-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	1254462	 	 	 	714523	 	 	Registered	 	Canada	 	18-Apr-2005	 	15-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1308727	 	 	 	TMA773,659	 	Registered	 	Canada	 	13-Jul-2006	 	04-Aug-2010	 	Travelport Inc.
	TRAVELPORT TRAVERSA
	 	 	1504567	 	 	 	 	 	 	Pending	 	Canada	 	19-Nov-2010	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Cape Verde	 	18-Mar-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Cayman Islands	 	 	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	737848	 	 	 	786813	 	 	Registered	 	Chile	 	25-Jul-2006	 	10-May-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	737477	 	 	 	859049	 	 	Registered	 	Chile	 	25-Jul-2006	 	01-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	737849	 	 	 	786814	 	 	Registered	 	Chile	 	25-Jul-2006	 	10-May-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	737478	 	 	 	783544	 	 	Pending	 	Chile	 	25-Jul-2006	 	3-Apr-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	5527192	 	 	 	5527192	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527208	 	 	 	5527208	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527209	 	 	 	 	 	 	Pending	 	China (People’s Republic)	 	07-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	5527193	 	 	 	 	 	 	Pending	 	China (People’s Republic)	 	07-Aug-2006	 	 	 	Travelport Inc.






15









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	5527207	 	 	 	5527207	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527210	 	 	 	5527210	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	5527194	 	 	 	5527194	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	21-Jul-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557562	 	 	 	5557562	 	 	Registered	 	China (People’s Republic)	 	22-Aug-2006	 	28-Jul-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557557	 	 	 	5557557	 	 	Registered	 	China (People’s Republic)	 	22-Aug-2006	 	7-Oct-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557556	 	 	 	5557556	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Dec-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557561	 	 	 	5557561	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Sep-2007	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557558	 	 	 	5557558	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Oct-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557560	 	 	 	5557560	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Oct-2009	 	Travelport Inc.
	TRAVELPORT IN CHINESE CHARACTERS
	 	 	5557559	 	 	 	5557559	 	 	Pending	 	China (People’s Republic)	 	22-Aug-2006	 	7-Dec-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527196	 	 	 	5527196	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527197	 	 	 	5527197	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527198	 	 	 	5527198	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Nov-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527201	 	 	 	5527201	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	21-Feb-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527200	 	 	 	5527200	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Aug-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527199	 	 	 	5527199	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-Sep-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	5527195	 	 	 	5527195	 	 	Registered	 	China (People’s Republic)	 	07-Aug-2006	 	28-May-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	6103998	 	 	 	333090	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104003	 	 	 	333092	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104007	 	 	 	333094	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*






16









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	6104009	 	 	 	333095	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104010	 	 	 	333096	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6103996	 	 	 	333088	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	6104012	 	 	 	333097	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	 	 	 	 	333087	 	 	Registered	 	Colombia	 	 	 	22-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6103997	 	 	 	333089	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104014	 	 	 	333098	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104005	 	 	 	333093	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104018	 	 	 	333100	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104002	 	 	 	333091	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6103995	 	 	 	333087	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	6104016	 	 	 	333099	 	 	Registered	 	Colombia	 	13-Oct-2006	 	28-May-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	D-600549	 	 	 	12332	 	 	Registered	 	Curacao	 	31-Aug-2006	 	20-Sep-2006	 	Travelport Inc.*
	Travelport Strata Design
	 	 	D-600505	 	 	 	12420	 	 	Registered	 	Curacao	 	15-Aug-2006	 	20-Oct-2006	 	Travelport Inc.*
	TRAVELPORT
	 	 	493/08/RADM	 	 	 	493/08/RADM	 	 	Registered	 	Djibouti	 	17-Dec-2008	 	17-Dec-2008	 	Travelport Inc.*
	TRAVELPORT
	 	 	207447	 	 	 	207447	 	 	Registered	 	Egypt	 	30-Sep-2007	 	13-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207442	 	 	 	207442	 	 	Registered	 	Egypt	 	30-Sep-2007	 	16-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207444	 	 	 	207444	 	 	Registered	 	Egypt	 	30-Sep-2007	 	13-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207445	 	 	 	207445	 	 	Registered	 	Egypt	 	30-Sep-2007	 	10-Jun-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207448	 	 	 	207448	 	 	Registered	 	Egypt	 	30-Sep-2007	 	16-Aug-2010	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	207443	 	 	 	207443	 	 	Registered	 	Egypt	 	30-Sep-2007	 	13-Jun-2010	 	Travelport Americas, Inc.*






17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	207446	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207449	 	 	 	207449	 	 	Registered	 	Egypt	 	30-Sep-2007	 	16-Aug-2010	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207452	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207453	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207454	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207451	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207455	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	207450	 	 	 	 	 	 	Pending	 	Egypt	 	30-Sep-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Ethiopia	 	 	 	 	 	Travelport Inc.
	ASK TRAVELPORT
	 	 	7015019	 	 	 	7015019	 	 	Registered	 	European Community	 	25-Jun-2008	 	10-Jun-2009	 	Travelport Inc.
	CARBO2N TRACKER BY TRAVELPORT
	 	 	6892004	 	 	 	6892004	 	 	Registered	 	European Community	 	06-May-2008	 	22-Nov-2009	 	Travelport Inc.
	CARBO2N TRACKER BY TRAVELPORT (stylized in color)
	 	 	6892079	 	 	 	6892079	 	 	Registered	 	European Community	 	06-May-2008	 	22-Nov-2009	 	Travelport Inc.
	CARBON TRACKER BY TRAVELPORT
	 	 	6891238	 	 	 	6891238	 	 	Registered	 	European Community	 	06-May-2008	 	31-Jan-2010	 	Travelport Inc.
	GALILEO BY TRAVELPORT
	 	 	6833991	 	 	 	 	 	 	Pending	 	European Community	 	15-Apr-2008	 	 	 	Travelport Inc.
	GALILEO BY TRAVELPORT AND DESIGN in color
	 	 	6778931	 	 	 	 	 	 	Pending	 	European Community	 	25-Mar-2008	 	 	 	Travelport Inc.
	HOTELPORT
	 	 	 	 	 	 	4586591	 	 	Registered	 	European Community	 	 	 	04-Dec-2006	 	HotelPort, Inc.**
	INTELLITRIP
	 	 	1640424	 	 	 	 	 	 	Pending	 	European Community	 	04-May-2008	 	 	 	Trip.com, Inc.***
	IT SERVICES AND SOFTWARE BY TRAVELPORT
	 	 	6778682	 	 	 	6778682	 	 	Registered	 	European Community	 	25-Mar-2008	 	10-Jul-2009	 	Travelport Inc.
	THETRIPCOM
	 	 	 	 	 	 	984641	 	 	Registered	 	European Community	 	 	 	17-Jun-2000	 	Trip.com, Inc.***
	TRAVELPORT
	 	 	3321643	 	 	 	 	 	 	Pending	 	European Community	 	20-Aug-2003	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	9702580	 	 	 	 	 	 	Pending	 	European Community	 	20-Aug-2003	 	 	 	Travelport Inc.
	TRAVELPORT (subway logo in color)
	 	 	3321676	 	 	 	3321676	 	 	Registered	 	European Community	 	20-Aug-2003	 	03-Jul-2005	 	Travelport Inc.
	TRAVELPORT BUSINESS INTELLIGENCE
	 	 	7370381	 	 	 	7370381	 	 	Registered	 	European Community	 	05-Nov-2008	 	29-Jul-2009	 	Travelport Inc.






18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT CACHE CONTROL
	 	 	6586895	 	 	 	6586895	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2010	 	Travelport Inc.
	TRAVELPORT CRUISE & TOUR
	 	 	6586937	 	 	 	6586937	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2009	 	Travelport Inc.
	TRAVELPORT FARE VERIFIED
	 	 	6586821	 	 	 	6586821	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2009	 	Travelport Inc.
	TRAVELPORT LEISURE
	 	 	6587414	 	 	 	6587414	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2009	 	Travelport Inc.
	TRAVELPORT RAPID REPRICE
	 	 	6587364	 	 	 	6587364	 	 	Registered	 	European Community	 	16-Jan-2008	 	25-Sep-2010	 	Travelport Inc.
	TRAVELPORT ROOMS AND MORE
	 	 	129211	 	 	 	 	 	 	Pending	 	European Community	 	18-Jul-2011	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	5190293	 	 	 	5190293	 	 	Registered	 	European Community	 	11-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT TRAVERSA
	 	 	6734297	 	 	 	6734297	 	 	Registered	 	European Community	 	10-Mar-2008	 	23-Feb-2010	 	Travelport Inc.
	TRAVELPORT UK RAIL
	 	 	7102379	 	 	 	7102379	 	 	Registered	 	European Community	 	28-Jul-2008	 	22-Feb-2010	 	Travelport Inc.
	TRAVELPORT VIEWTRIP
	 	 	6594675	 	 	 	6594675	 	 	Registered	 	European Community	 	18-Jan-2008	 	10-Jul-2009	 	Travelport Inc.
	WORLDSPAN BY TRAVELPORT
	 	 	6833651	 	 	 	6833651	 	 	Registered	 	European Community	 	15-Apr-2008	 	10-Jan-2011	 	Travelport Inc.
	WORLDSPAN BY TRAVELPORT & DESIGN
	 	 	6778872	 	 	 	6778872	 	 	Registered	 	European Community	 	25-Mar-2008	 	04-Aug-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	39130/03-2006	 	 	 	17683	 	 	Registered	 	Georgia	 	10-Jul-2006	 	25-Jul-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	39129/03-2006	 	 	 	17682	 	 	Registered	 	Georgia	 	10-Jul-2006	 	25-Jul-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	21763	 	 	 	38825	 	 	Registered	 	Ghana	 	11-Dec-2008	 	11-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	22129	 	 	 	38826	 	 	Registered	 	Ghana	 	11-Dec-2008	 	11-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	22494	 	 	 	 	 	 	Pending	 	Ghana	 	11-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	300675991	 	 	 	300675991	 	 	Registered	 	Hong Kong	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	300677719	 	 	 	300677719	 	 	Registered	 	Hong Kong	 	10-Jul-2006	 	30-Apr-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	1470774	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470775	 	 	 	773575	 	 	Registered	 	India	 	18-Jul-2006	 	25-Feb-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	1470778	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470777	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470776	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1470773	 	 	 	 	 	 	Pending	 	India	 	18-Jul-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474012	 	 	 	763638	 	 	Registered	 	India	 	28-Jul-2006	 	13-Nov-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474013	 	 	 	748590	 	 	Registered	 	India	 	28-Jul-2006	 	25-Aug-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474011	 	 	 	747707	 	 	Registered	 	India	 	28-Jul-2006	 	23-Aug-2008	 	Travelport Inc.






19









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	1474015	 	 	 	742345	 	 	Registered	 	India	 	28-Jul-2006	 	08-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474010	 	 	 	749689	 	 	Registered	 	India	 	28-Jul-2006	 	29-Aug-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	1474014	 	 	 	759843	 	 	Registered	 	India	 	28-Jul-2006	 	20-Oct-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	D00.2006.023170	 	 	 	IDM000155091	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	D00.2006.023171	 	 	 	IDM000155092	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023156	 	 	 	IDM000155082	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023157	 	 	 	IDM000155083	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023173	 	 	 	IDM000155093	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023155	 	 	 	IDM000155081	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	J00.2006.023154	 	 	 	IDM000155080	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	D00.2006.023158	 	 	 	IDM000155084	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023165	 	 	 	IDM000155089	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023164	 	 	 	IDM000155088	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023163	 	 	 	IDM000155087	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023160	 	 	 	IDM000155086	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	D00.2006.023159	 	 	 	IDM000155085	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	J00.2006.023166	 	 	 	IDM000155090	 	 	Registered	 	Indonesia	 	21-Jul-2006	 	19-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191657	 	 	 	191657	 	 	Registered	 	Israel	 	09-Jul-2006	 	3-Sep-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191659	 	 	 	191659	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191656	 	 	 	191656	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191653	 	 	 	191653	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191655	 	 	 	191655	 	 	Registered	 	Israel	 	09-Jul-2006	 	06-Aug-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191658	 	 	 	191658	 	 	Registered	 	Israel	 	09-Jul-2006	 	1-May-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	191654	 	 	 	191654	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191662	 	 	 	191662	 	 	Registered	 	Israel	 	09-Jul-2006	 	06-Aug-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191663	 	 	 	191663	 	 	Registered	 	Israel	 	09-Jul-2006	 	1-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191661	 	 	 	191661	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191664	 	 	 	191664	 	 	Registered	 	Israel	 	09-Jul-2006	 	3-Sep-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191660	 	 	 	191660	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	191665	 	 	 	191665	 	 	Registered	 	Israel	 	09-Jul-2006	 	1-May-2008	 	Travelport Inc.






20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	191666	 	 	 	191666	 	 	Registered	 	Israel	 	09-Jul-2006	 	14-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-074431	 	 	 	5078887	 	 	Registered	 	Japan	 	09-Aug-2006	 	21-Sep-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-074432	 	 	 	5078888	 	 	Registered	 	Japan	 	09-Aug-2006	 	21-Sep-2007	 	Travelport Inc.
	TRAVELPORT & Strata design
	 	 	104719	 	 	 	104719	 	 	Registered	 	Jordan	 	21-Dec-2008	 	21-Dec-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	103935	 	 	 	103935	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	104487	 	 	 	104487	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	103937	 	 	 	103937	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	104539	 	 	 	104539	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	103936	 	 	 	103936	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT and Strata design
	 	 	105362	 	 	 	105362	 	 	Registered	 	Jordan	 	28-Sep-2008	 	28-Sep-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	45618	 	 	 	32238	 	 	Registered	 	Kazakhstan	 	25-Dec-2008	 	15-Jun-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	64668	 	 	 	64668	 	 	Registered	 	Kenya	 	17-Dec-2008	 	19-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	45/2006/2526	 	 	 	 	 	 	Pending	 	Korea, Republic of	 	12-Jul-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	45/2006/2486	 	 	 	 	 	 	Registered	 	Korea, Republic of	 	11-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	98204	 	 	 	98204	 	 	Registered	 	Kuwait	 	28-Sep-2008	 	29-Sep-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	98205	 	 	 	 	 	 	Pending	 	Kuwait	 	29-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	98206	 	 	 	 	 	 	Pending	 	Kuwait	 	29-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Kyrgyz Republic	 	24-Jun-2010	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	15173	 	 	 	14757	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15174	 	 	 	14758	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15175	 	 	 	14759	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15176	 	 	 	14760	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15178	 	 	 	14762	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15177	 	 	 	14761	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	15179	 	 	 	14763	 	 	Registered	 	Laos	 	17-Oct-2006	 	15-Jun-2007	 	Travelport Americas, Inc.*






21









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	15201	 	 	 	14785	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15202	 	 	 	14786	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15203	 	 	 	14787	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15204	 	 	 	14788	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15205	 	 	 	14789	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15206	 	 	 	14790	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	15207	 	 	 	14791	 	 	Registered	 	Laos	 	18-Oct-2006	 	21-Jun-2007	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	8746	 	 	 	119857	 	 	Registered	 	Lebanon	 	18-Dec-2008	 	22-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	MW/TM/2008/00711	 	 	 	MW/TM/2008/00711	 	 	Registered	 	Malawi	 	11-Dec-2008	 	15-Sep-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	MW/TM/2008/00712	 	 	 	MW/TM/2008/00712	 	 	Registered	 	Malawi	 	11-Dec-2008	 	11-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	6014580	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014581	 	 	 	6014581	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	14-Apr-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	6014582	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014583	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014584	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	6014585	 	 	 	6014585	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	10-Dec-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	6014586	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014577	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014578	 	 	 	6014578	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014573	 	 	 	6014573	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	25-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014579	 	 	 	6014579	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	16-Aug-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014574	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014575	 	 	 	6014575	 	 	Registered	 	Malaysia	 	16-Aug-2006	 	16-Aug-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	6014576	 	 	 	 	 	 	Pending	 	Malaysia	 	16-Aug-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	MU/M/06/04731	 	 	3613/2007	 	 	Registered	 	Mauritius	 	14-Apr-2006	 	08-Aug-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	MU/M/06/04753	 	 	3617/2007	 	 	Registered	 	Mauritius	 	12-Jul-2006	 	08-Aug-2007	 	Travelport Inc.






22









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	793897	 	 	 	1108784	 	 	Registered	 	Mexico	 	12-Jul-2006	 	03-Jul-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	793899	 	 	 	1131782	 	 	Registered	 	Mexico	 	12-Jul-2006	 	25-Nov-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	793894	 	 	 	978466	 	 	Registered	 	Mexico	 	12-Jul-2006	 	26-Mar-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	793898	 	 	 	961716	 	 	Registered	 	Mexico	 	12-Jul-2006	 	17-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	793895	 	 	 	974887	 	 	Registered	 	Mexico	 	12-Jul-2006	 	27-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	793893	 	 	 	961714	 	 	Registered	 	Mexico	 	12-Jul-2006	 	17-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	793896	 	 	 	 	 	 	Pending	 	Mexico	 	12-Jul-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	793904	 	 	 	956000	 	 	Registered	 	Mexico	 	12-Jul-2006	 	28-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793908	 	 	 	963006	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793906	 	 	 	963005	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793905	 	 	 	963004	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793901	 	 	 	963003	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	793902	 	 	 	1009751	 	 	Registered	 	Mexico	 	12-Jul-2006	 	31-Oct- 2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	793900	 	 	 	963002	 	 	Registered	 	Mexico	 	12-Jul-2006	 	23-Nov-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	8238	 	 	 	7492	 	 	Registered	 	Mongolia	 	01-Dec-2008	 	01-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	14399/2008	 	 	 	 	 	 	Pending	 	Mozambique	 	29-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	14400/2008	 	 	 	 	 	 	Pending	 	Mozambique	 	29-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	14401/2008	 	 	 	 	 	 	Pending	 	Mozambique	 	29-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	33102	 	 	 	 	 	 	Pending	 	Nepal	 	03-Feb-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	33103	 	 	 	 	 	 	Pending	 	Nepal	 	03-Feb-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	33104	 	 	 	 	 	 	Pending	 	Nepal	 	03-Feb-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	D-600549	 	 	 	12332	 	 	Registered	 	Netherlands Antilles	 	31-Aug-2006	 	20-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	D-600505	 	 	 	12420	 	 	Registered	 	Netherlands Antilles	 	15-Aug-2006	 	20-Oct-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	750931	 	 	 	750931	 	 	Registered	 	New Zealand	 	10-Jul-2006	 	08-Feb-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	751011	 	 	 	751011	 	 	Registered	 	New Zealand	 	10-Jul-2006	 	08-Feb-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	F/TM/2008/15387	 	 	 	82792	 	 	Registered	 	Nigeria	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	F/TM/2008/15388	 	 	 	82793	 	 	Registered	 	Nigeria	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	F/TM/2008/15389	 	 	 	82791	 	 	Registered	 	Nigeria	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	200607103	 	 	 	238434	 	 	Registered	 	Norway	 	10-Jul-2006	 	21-Mar-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	200607526	 	 	 	238678	 	 	Pending	 	Norway	 	19-Jul-2006	 	10-Apr-2007	 	Travelport Inc.






23









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	42018	 	 	 	42018	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42019	 	 	 	42019	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42022	 	 	 	42022	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42020	 	 	 	42020	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42023	 	 	 	42023	 	 	Registered	 	Oman	 	28-Oct-2006	 	10-May-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42021	 	 	 	42021	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	42024	 	 	 	42024	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42028	 	 	 	42028	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42025	 	 	 	42025	 	 	Registered	 	Oman	 	28-Oct-2006	 	10-May-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42027	 	 	 	42027	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42030	 	 	 	42030	 	 	Registered	 	Oman	 	28-Oct-2006	 	07-Aug-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42031	 	 	 	42031	 	 	Registered	 	Oman	 	28-Oct-2006	 	07-Aug-2007	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42026	 	 	 	42026	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	42029	 	 	 	42029	 	 	Registered	 	Oman	 	28-Oct-2006	 	08-Mar-2009	 	Travelport Americas, Inc.*
	GALILEO BY TRAVELPORT
	 	 	264180	 	 	 	 	 	 	Pending	 	Pakistan	 	03-Apr-2009	 	 	 	Travelport Inc.
	GALILEO BY TRAVELPORT
	 	 	264181	 	 	 	 	 	 	Pending	 	Pakistan	 	03-Apr-2009	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	A68084	 	 	 	A68084	 	 	Registered	 	Papua New Guinea	 	04-Dec-2008	 	04-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	A68085	 	 	 	A68085	 	 	Registered	 	Papua New Guinea	 	04-Dec-2008	 	04-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	A68086	 	 	 	A68086	 	 	Registered	 	Papua New Guinea	 	04-Dec-2008	 	04-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	285277	 	 	 	125860	 	 	Registered	 	Peru	 	18-Jul-2006	 	30-Mar-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285278	 	 	 	125136	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285279	 	 	 	45333	 	 	Registered	 	Peru	 	18-Jul-2006	 	22-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285280	 	 	 	45291	 	 	Registered	 	Peru	 	18-Jul-2006	 	19-Feb-2007	 	Travelport Inc.






24









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	285281	 	 	 	45775	 	 	Registered	 	Peru	 	18-Jul-2006	 	09-Apr-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285282	 	 	 	45334	 	 	Registered	 	Peru	 	18-Jul-2006	 	22-Feb-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	285283	 	 	 	45867	 	 	Registered	 	Peru	 	18-Jul-2006	 	16-Apr-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285270	 	 	 	127599	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-May-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285271	 	 	 	127135	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285272	 	 	 	45394	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285273	 	 	 	45395	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285274	 	 	 	46320	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-May-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285275	 	 	 	45396	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-Feb-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	285276	 	 	 	46321	 	 	Registered	 	Peru	 	18-Jul-2006	 	28-May-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	4-2006-009296	 	 	 	 	 	 	Pending	 	Philippines	 	23-Aug-2006	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	4-2006-009297	 	 	 	4-2006-009297	 	 	Registered	 	Philippines	 	23-Aug-2006	 	29-Oct-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	44732	 	 	 	44732	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44731	 	 	 	44731	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44734	 	 	 	44734	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44735	 	 	 	44734	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44736	 	 	 	44736	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	44733	 	 	 	44733	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44737	 	 	 	44737	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44741	 	 	 	44741	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44742	 	 	 	44742	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44738	 	 	 	44738	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Jul-2009	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	44739	 	 	 	44739	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Sep-2009	 	Travelport Americas, Inc.*






25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	44740	 	 	 	44740	 	 	Registered	 	Qatar	 	16-May-2007	 	30-Sep-2009	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	2006719462	 	 	 	370294	 	 	Registered	 	Russian Federation	 	13-Jul-2006	 	22-Jan-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2008709393	 	 	 	390555	 	 	Registered	 	Russian Federation	 	28-Mar-2008	 	05-Oct-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006719463	 	 	 	342000	 	 	Registered	 	Russian Federation	 	13-Jul- 2007	 	23-Jan-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	6541/JRK	 	 	 	 	 	 	Pending	 	Rwanda	 	11-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	109646	 	 	 	1120/25	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109647	 	 	 	1120/26	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109648	 	 	 	1120/27	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109649	 	 	 	1120/28	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109650	 	 	 	1120/29	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	27-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109651	 	 	 	1123/47	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	30-Dec-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	109652	 	 	 	1123/48	 	 	Registered	 	Saudi Arabia	 	26-Sep-2006	 	30-Dec-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	109653	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109654	 	 	 	969-82	 	 	Registered	 	Saudi Arabia	 	26-Sep-2007	 	16-Jan-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	109655	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109656	 	 	 	951/3/	 	 	Registered	 	Saudi Arabia	 	26-Sep-2007	 	21-Oct- 2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	109657	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109658	 	 	 	 	 	 	Pending	 	Saudi Arabia	 	26-Sep-2007	 	 	 	Travelport Inc.
	Travelport Strata Design
	 	 	109659	 	 	 	951/57	 	 	Registered	 	Saudi Arabia	 	26-Sep-2007	 	21-Oct- 2007	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13592A	 	 	 	T06/13592A	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13593Z	 	 	 	T06/13593Z	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13595F	 	 	 	T06/13595F	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13598J	 	 	 	T06/13598J	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13597B	 	 	 	T06/13597B	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13596D	 	 	 	T06/13596D	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	T06/13594H	 	 	 	T06/13594H	 	 	Registered	 	Singapore	 	11-Jul-2006	 	11-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13783E	 	 	 	T06/13783E	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13779G	 	 	 	T06/13779G	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13778I	 	 	 	T06/13778I	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13785A	 	 	 	T06/13785A	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.






26









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	T06/13784C	 	 	 	T06/13784C	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13782G	 	 	 	T06/13782G	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	T06/13780J	 	 	 	T06/13780J	 	 	Registered	 	Singapore	 	13-Jul-2006	 	13-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15183	 	 	 	2006/15183	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15187	 	 	 	2006/15187	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15184	 	 	 	2006/15184	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15185	 	 	 	 	 	 	Pending	 	South Africa	 	07-Jul-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15186	 	 	 	2006/15186	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15188	 	 	 	2006/15188	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	2006/15189	 	 	 	2006/15189	 	 	Registered	 	South Africa	 	07-Jul-2006	 	07-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15302	 	 	 	2006/15302	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15300	 	 	 	2006/15300	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15304	 	 	 	2006/15304	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15299	 	 	 	2006/15299	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15301	 	 	 	2006/15301	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15305	 	 	 	2006/15305	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006/15303	 	 	 	2006/15303	 	 	Registered	 	South Africa	 	10-Jul-2006	 	10-Jul-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	147268	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147272	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147273	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147271	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147270	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	147269	 	 	 	 	 	 	Pending	 	Sri Lanka	 	24-Sep-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	D-600549	 	 	 	12332	 	 	Registered	 	St. Maarten	 	31-Aug-2006	 	20-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	D-600505	 	 	 	12420	 	 	Registered	 	St. Maarten	 	15-Aug-2006	 	20-Oct-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	36264	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36267	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36265	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*






27









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	36268	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36269	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36270	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	36266	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2006	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36258	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36262	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36263	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36257	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36259	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36260	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	36261	 	 	 	 	 	 	Pending	 	Sudan	 	28-Oct-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	21716	 	 	 	21716	 	 	Registered	 	Suriname	 	24-Dec-2008	 	24-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	56024/2006	 	 	 	553361	 	 	Registered	 	Switzerland	 	07-Jul-2006	 	03-Jan-2007	 	Travelport Inc.
	Travelport Strata Design
	 	 	56069	 	 	 	553377	 	 	Registered	 	Switzerland	 	10-Jul-2006	 	03-Jan-2007	 	Travelport Inc.
	TRAVELPORT
	 	 	151	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	153	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	154	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	150	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	152	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	155	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	156	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*






28









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	160	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	161	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	159	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	163	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	162	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	157	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	158	 	 	 	 	 	 	Pending	 	Syria	 	09-Jan-2007	 	 	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	95047747	 	 	 	1311785	 	 	Registered	 	Taiwan	 	19-Sep-2006	 	16-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	95047746	 	 	 	1303548	 	 	Registered	 	Taiwan	 	19-Sep-2006	 	1-Mar-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	10010541	 	 	 	 	 	 	Pending	 	Tajikistan	 	21-Jun-2010	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	TZ/S/2008/520	 	 	 	 	 	 	Pending	 	Tanganyika	 	10-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	TZ/S/2008/521	 	 	 	 	 	 	Pending	 	Tanganyika	 	10-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	TZ/S/2008/522	 	 	 	 	 	 	Pending	 	Tanganyika	 	10-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	 	 	 	 	 	 	 	Pending	 	Tanzania	 	 	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	638310	 	 	 	 	 	 	Pending	 	Thailand	 	08-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	638312	 	 	 	BOR36191	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638311	 	 	 	269621	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638313	 	 	 	BOR36197	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638314	 	 	 	 	 	 	Pending	 	Thailand	 	08-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	638315	 	 	 	BOR36618	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	638316	 	 	 	BOR36151	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638322	 	 	 	35654	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638323	 	 	 	35653	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638319	 	 	 	269620	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638324	 	 	 	bOR36323	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	Travelport Strata Design
	 	 	638318	 	 	 	Kor295821	 	 	Registered	 	Thailand	 	08-Sep-2006	 	07-Apr-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	638320	 	 	 	BOR36216	 	 	Registered	 	Thailand	 	08-Sep-2006	 	07-Sep-2006	 	Travelport Inc.






29









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	Travelport Strata Design
	 	 	638321	 	 	 	BOR35613	 	 	Registered	 	Thailand	 	08-Sep-2006	 	08-Sep-2006	 	Travelport Inc.
	TRAVELPORT
	 	 	EE062750	 	 	 	EE062750	 	 	Registered	 	Tunisia	 	16-Oct-2006	 	16-Apr-2008	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	EE062751	 	 	 	EE062751	 	 	Registered	 	Tunisia	 	16-Oct-2006	 	16-Apr-2008	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	2006/50039	 	 	 	2006/50039	 	 	Registered	 	Turkey	 	16-Aug-2006	 	16-Oct-2006	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	2006-50514	 	 	 	2006/50514	 	 	Registered	 	Turkey	 	18-Oct-2006	 	18-Oct-2006	 	Travelport Americas, Inc.*
	TRAVELPORT
	 	 	31833	 	 	 	31833	 	 	Registered	 	Uganda	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	31834	 	 	 	31834	 	 	Registered	 	Uganda	 	16-Dec-2008	 	25-May-2011	 	Travelport Inc.
	TRAVELPORT
	 	 	2008 22129	 	 	 	127335	 	 	Registered	 	Ukraine	 	25-Dec-2008	 	25-Aug-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85408	 	 	 	102648	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	28-Apr-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85407	 	 	 	 	 	 	Pending	 	United Arab Emirates	 	14-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	85413	 	 	 	102639	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	27-Apr-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85410	 	 	 	 	 	 	Pending	 	United Arab Emirates	 	14-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	85411	 	 	 	102641	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	28-Apr-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	85412	 	 	 	 	 	 	Pending	 	United Arab Emirates	 	14-Sep-2006	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	85409	 	 	 	102642	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	28-Apr-2010	 	Travelport Inc.
	Travelport Strata Design
	 	 	85400	 	 	 	87872	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	20-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85401	 	 	 	87966	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	22-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85403	 	 	 	90894	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	29-Jul-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85405	 	 	 	87967	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	22-Apr-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85402	 	 	 	88765	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	25-May-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85404	 	 	 	90896	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	29-Jul-2008	 	Travelport Inc.
	Travelport Strata Design
	 	 	85406	 	 	 	90898	 	 	Registered	 	United Arab Emirates	 	14-Sep-2006	 	29-Jul-2008	 	Travelport Inc.
	ASK TRAVELPORT
	 	 	77/519455	 	 	 	3753654	 	 	Registered	 	United States of America	 	10-Jul-2008	 	02-Mar-2010	 	Travelport Inc.
	JUMPSTART
	 	 	78/513568	 	 	 	3041040	 	 	Registered	 	United States of America	 	09-Nov-2004	 	10-Jan-2006	 	Travelport Inc.
	THOR
	 	 	75/693851	 	 	 	2533290	 	 	Registered	 	United States of America	 	28-Apr-1999	 	29-Jan-2002	 	Travelport Inc.
	THOR
	 	 	75/344802	 	 	 	2252615	 	 	Registered	 	United States of America	 	21-Aug-1997	 	15-Jun-1999	 	Trip.com, Inc.***






30









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	THOR & Design
	 	 	76/104845	 	 	 	2613296	 	 	Registered	 	United States of America	 	08-Aug-2000	 	27-Aug-2002	 	Travelport Inc.
	THOR DESIGN
	 	 	76/104844	 	 	 	2479890	 	 	Registered	 	United States of America	 	08-Aug-2000	 	21-Aug-2001	 	Travelport Inc.
	TRAVELPORT
	 	 	76/251034	 	 	 	2679926	 	 	Registered	 	United States of America	 	04-May-2001	 	28-Jan-2003	 	Travelport Inc.
	TRAVELPORT
	 	 	78/861891	 	 	 	3843199	 	 	Registered	 	United States of America	 	14-Apr-2006	 	31-Aug-2010	 	Travelport Inc.
	TRAVELPORT EXPRESS
	 	 	78/282397	 	 	 	2,958,286	 	 	Registered	 	United States of America	 	04-Aug-2003	 	31-May-2005	 	Travelport Inc.
	TRAVELPORT FARE VERIFIED
	 	 	77/373306	 	 	 	3699677	 	 	Registered	 	United States of America	 	16-Jan-2008	 	20-Oct-2009	 	Travelport Inc.
	TRAVELPORT RAPID REPRICE
	 	 	77/375381	 	 	 	3617030	 	 	Registered	 	United States of America	 	18-Jan-2008	 	05-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	78/920241	 	 	 	3720208	 	 	Registered	 	United States of America	 	29-Jun-2006	 	01-Dec-2009	 	Travelport Inc.
	TRAVELPORT TRAVERSA
	 	 	77/415986	 	 	 	3842009	 	 	Registered	 	United States of America	 	07-Mar-2008	 	31-Aug-2010	 	Travelport Inc.
	TRAVELPORT VIEWTRIP
	 	 	77/375692	 	 	 	3617033	 	 	Registered	 	United States of America	 	18-Jan-2008	 	05-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	MGU 20260	 	 	MGU 20260	 	Registered	 	Uzbekistan	 	26-Feb-2010	 	15-Nov-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15661	 	 	 	293574	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15660	 	 	 	293573	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15663	 	 	 	41490	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15665	 	 	 	41492	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15664	 	 	 	41491	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15666	 	 	 	41493	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	2006-15667	 	 	 	41494	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15659	 	 	 	293572	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-015670	 	 	 	41497	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15672	 	 	 	41498	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15668	 	 	 	41495	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15669	 	 	 	41496	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15658	 	 	 	293571	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	Travelport Strata Design
	 	 	2006-15673	 	 	 	41499	 	 	Registered	 	Venezuela	 	19-Jul-2006	 	6-May-2009	 	Travelport Inc.
	TRAVELPORT
	 	 	4-2006-17375	 	 	 	4-0101685-000	 	 	Registered	 	Viet Nam	 	17-Oct-2006	 	22-May-2008	 	Travelport Americas, Inc.*
	Travelport Strata Design
	 	 	4-2006-17429	 	 	 	108393	 	 	Registered	 	Viet Nam	 	17-Oct-2006	 	30-Jul-2009	 	Travelport Americas, Inc.*






31









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	App.	 	Reg.	 	Record
	Trademark	 	 	App. No.	 	 	Reg. No.	 	 	Status	 	Country	 	Date	 	Date	 	Owner
	TRAVELPORT
	 	 	46833	 	 	 	37962	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46834	 	 	 	37963	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46835	 	 	 	37964	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46836	 	 	 	37965	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46837	 	 	 	37966	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46838	 	 	 	38676	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	46839	 	 	 	39767	 	 	Registered	 	Yemen, Republic of	 	28-Feb-2009	 	16-Jan-2010	 	Travelport Inc.
	TRAVELPORT
	 	 	1028/2008	 	 	 	1028/2008	 	 	Registered	 	Zambia	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	1029/2008	 	 	 	1029/2008	 	 	Registered	 	Zambia	 	16-Dec-2008	 	16-Dec-2008	 	Travelport Inc.
	TRAVELPORT
	 	 	ZN/S/2008/000246	 	 	 	 	 	Pending	 	Zanzibar	 	16-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	ZN/S/2008/000247	 	 	 	 	 	Pending	 	Zanzibar	 	16-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	ZN/S/2008/000248	 	 	 	 	 	Pending	 	Zanzibar	 	16-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1448/2008	 	 	 	 	 	 	Pending	 	Zimbabwe	 	15-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1449/2008	 	 	 	 	 	 	Pending	 	Zimbabwe	 	15-Dec-2008	 	 	 	Travelport Inc.
	TRAVELPORT
	 	 	1450/2008	 	 	 	 	 	 	Pending	 	Zimbabwe	 	15-Dec-2008	 	 	 	Travelport Inc.








 




			
	*	 	- Travelport Americas, Inc. assigned rights to its trademarks to Travelport Inc.
	 
	**	 	- The trademark of HotelPort, Inc, is now owned by Travelport Inc.
	 
	***	 	- Trip.com, Inc. merged into Travelport Inc.





TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY




WORLDSPAN TECHNOLOGIES INC.




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

	 	78/679732
	 	 	3345399	 	 	Registered
	 	United States of America
	 	27-Jul-2005
	 	27-Nov-2007
	 	Worldspan Technologies Inc.







32











 





Exhibit I to the

Second Lien Intellectual Property

Security Agreement




          
SUPPLEMENT NO. __, dated as of [•] (this “Supplement”), to the Second Lien
Intellectual Property Security Agreement, dated as of
[•], 2011 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the
“Intellectual Property Security Agreement”), among TRAVELPORT LIMITED, a company
incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware
corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the
laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a
société à responsabilité limitée incorporated under the laws of Luxembourg
(“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party
thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as used
herein as defined in the Intellectual Property Security Agreement referred to
below).




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




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




          C. The Grantors have entered into the Intellectual Property Security Agreement
in order to induce the Lenders to make Loans. Section 5.14 of the Intellectual
Property Security Agreement provides that additional Restricted Subsidiaries of the
Borrower may become Subsidiary
Parties under the Intellectual Property Security Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned
Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Subsidiary
Party under the Intellectual Property Security Agreement and as consideration for
Loans previously made.




          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:




          SECTION 1. In accordance with Section 5.14 of the Intellectual Property
Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary
Party (and accordingly, becomes a Grantor) and Grantor under the Intellectual
Property Security Agreement with the same force and effect as if originally named
therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the
terms and provisions of the Intellectual Property Security Agreement applicable to
it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a Grantor thereunder are true
and correct in all material respects on and as of the date hereof. In furtherance
of the foregoing, the New Subsidiary, as security for the payment and performance
in full of the Obligations, does







 









 







hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, their successors and assigns, a security interest in and lien on all of the New
Subsidiary’s right, title and interest in and to the Collateral (as defined in the Intellectual
Property Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the
Intellectual Property Security Agreement shall be deemed to include the New Subsidiary. The
Intellectual Property Security Agreement is hereby incorporated herein by reference.




          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as such
enforceability may be limited by Debtor Relief Laws, fraudulent transfer,
preference or similar laws and by general principles of equity.




          SECTION 3. This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract.
This Supplement shall become effective when the Collateral Agent shall have
received a counterpart of this Supplement that bears the signature of the New
Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of
an executed signature page to this Supplement by facsimile transmission or other
electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as
effective as delivery of a manually signed counterpart of this Supplement.




          SECTION 4. The New Subsidiary hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of any and all
Collateral of the New Subsidiary consisting of Intellectual Property and (b) set
forth under its signature hereto, is the true and correct legal name of the New
Subsidiary, its jurisdiction of formation and the location of its chief executive
office.




          SECTION 5. Except as expressly supplemented hereby, the Intellectual Property
Security Agreement shall remain in full force and effect.




          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein
and in the Intellectual Property
Security Agreement shall not in any way be affected or impaired thereby (it
being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in
any other jurisdiction). The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.




          SECTION 8. All communications and notices hereunder shall be in writing and
given as provided in Section 5.01 of the Intellectual Property Security Agreement.







2









 








          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including the
reasonable fees, other charges and disbursements of counsel for the Collateral
Agent.




          SECTION 10. Notwithstanding anything herein to the contrary, the lien and
security interest granted to Collateral Agent pursuant to this Supplement and the
exercise of any right or remedy by Collateral Agent hereunder are subject to the
provisions of the Intercreditor Agreement. In the event of any conflict between the
terms of the Intercreditor Agreement and this Supplement, the terms of the
Intercreditor Agreement shall govern and control.




          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly
executed this Supplement to the Intellectual Property Security Agreement as of the
day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  


Legal Name:

Jurisdiction of Formation:

Location of Chief Executive Office: 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
as
Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



Schedule I to the

Supplement No. __ to

the Second Lien Intellectual Property

Security Agreement




INTELLECTUAL PROPERTY








 









 








EXHIBIT II




GRANT OF

SECURITY INTEREST IN COPYRIGHTS (SECOND LIEN)





     This GRANT OF SECURITY INTEREST IN COPYRIGHTS (SECOND LIEN) (this “Agreement”),
effective as of [__________ ___], [_____], is made by [__________], a [__________] with
offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue,
11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured
Parties under the Second Lien Credit Agreement, dated as of September ____, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the
“Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda
(“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar
(“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent
and each Lender from time to time party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
the Borrower subject to the terms and conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate
Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the
Borrower have executed and delivered that certain Second Lien Intellectual Property
Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with
all amendments and modifications, if any, from time to time thereafter made thereto, the
“IP Security Agreement”);



     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or
performance, as the case may be, in full of the Obligations, including the Guarantees, the
Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for
the benefit of the Secured Parties, and granted to the Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in all right, title or interest
in or to any and all of the Collateral, including the Copyrights; and



     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of
this Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the
meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement.



 









 





     SECTION 2. Grant of Security Interest. As security for the payment or performance, as
the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby
collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest in all of the Grantor’s right, title
and interest in, to and under the Copyrights (including, without limitation, those items
listed on Schedule A hereto) (collectively, the “Copyright Collateral”).



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for
the purpose of recording the grant of security interest herein with the United States
Copyright Office. The security interest granted hereby has been granted to the Agent in
connection with the IP Security Agreement and is expressly subject to the terms and
conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent
thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary,
the lien and security interest granted to the Agent pursuant to this Agreement and the
exercise of any right or remedy by the Agent hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.



     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Agreement by facsimile
transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic
email) shall be as effective as delivery of a manually signed counterpart of this
Agreement.



     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.





[Signature Page Follows]




2









 






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



	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:




WELLS FARGO BANK,

NATIONAL ASSOCIATION




	 	 	 	 	 

	By:
	 	 
	 	 
	 
	 	 
	 	 
	 
	 	Name:	 	 
	 
	 	Title:	 	 






 









 






EXHIBIT III




GRANT OF

SECURITY INTEREST IN TRADEMARKS (SECOND LIEN)




     This GRANT OF SECURITY INTEREST IN TRADEMARKS (SECOND LIEN) (this “Agreement”),
effective as of [__________ ___], [_____], is made by [__________], a [__________] with
offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue,
11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured
Parties under the Second Lien Credit Agreement, dated as of September ____, 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the
“Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda
(“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar
(“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent
and each Lender from time to time party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
the Borrower subject to the terms and conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate
Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the
Borrower have executed and delivered that certain Second Lien Intellectual Property
Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with
all amendments and modifications, if any, from time to time thereafter made thereto, the
“IP Security Agreement”);



     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or
performance, as the case may be, in full of the Obligations, including the Guarantees, the
Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for
the benefit of the Secured Parties, and granted to the Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in all right, title or interest
in or to any and all of the Collateral, including the Trademarks; and



     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of
this Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the
meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement.



 









 





     SECTION 2. Grant of Security Interest. As security for the payment or performance, as
the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby
collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest in all of the Grantor’s right, title
and interest in, to and under the Trademarks (including, without limitation, those items
listed on Schedule A hereto) (collectively, the “Trademark Collateral”); provided, however,
that the security interest granted by the Grantor hereunder shall not include any
intent-to-use application for a Trademark that may be deemed invalidated, cancelled or
abandoned due to the grant and/or enforcement of such security interest unless and until
such time that the acceptable evidence of use of such Trademark is filed with the United
States Patent and Trademark Office and grant and/or enforcement of the security interest
will not affect the status or validity of such application for such Trademark of the
resulting registration.



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for
the purpose of recording the grant of security interest herein with the United States
Patent and Trademark Office. The security interest granted hereby has been granted to the
Agent in connection with the IP Security Agreement and is expressly subject to the terms
and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent
thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary,
the lien and security interest granted to the Agent pursuant to this Agreement and the
exercise of any right or remedy by the Agent hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.



     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Agreement by facsimile
transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic
email) shall be as effective as delivery of a manually signed counterpart of this
Agreement.



     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.



[Signature Page Follows]




2









 






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



	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:




WELLS FARGO BANK,

NATIONAL ASSOCIATION




	 	 	 	 	 

	By:
	 	 
	 	 
	 
	 	 
	 	 
	 
	 	Name:	 	 
	 
	 	Title:	 	 

















 






EXHIBIT IV




GRANT OF

SECURITY INTEREST IN PATENTS (SECOND LIEN)




     This GRANT OF SECURITY INTEREST IN PATENTS (SECOND LIEN) (this “Agreement”),
effective as of [__________ ___], [_____], is made by [__________], a
[__________] with offices located at [__________] (the “Grantor”), in favor of WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association with offices located at 625 Marquette Avenue,
11th Floor, Minneapolis, Minnesota 55479, as Collateral Agent (the “Agent”) for Secured Parties
under the Second Lien Credit Agreement, dated as of September ____, 2011 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a
company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company
incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG)
S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
the Borrower subject to the terms and conditions set forth therein;



     WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate
Parent, TDS Intermediate Parent, the Grantor and certain other related entities of the
Borrower have executed and delivered that certain Second Lien Intellectual Property
Security Agreement, dated as of September ____, 2011, in favor of the Agent (together with
all amendments and modifications, if any, from time to time thereafter made thereto, the
“IP Security Agreement”);



     WHEREAS, pursuant to the IP Security Agreement, as security for the payment or
performance, as the case may be, in full of the Obligations, including the Guarantees, the
Grantor collaterally assigned and pledged, to the Agent, its successors and assigns, for
the benefit of the Secured Parties, and granted to the Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in all right, title or interest
in or to any and all of the Collateral, including the Patents; and



     WHEREAS, the Grantor has duly authorized the execution, delivery and performance of
this Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Lenders, as follows:



     SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the
meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement.













 





     SECTION 2. Grant of Security Interest. As security for the payment or performance, as
the case may be, in full of the Obligations, including the Guarantees, the Grantor hereby
collaterally assigns and pledges to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest in all of the Grantor’s right, title
and interest in, to and under the Patents (including, without limitation, those items
listed on Schedule A hereto) (collectively, the “Patent Collateral”).



     SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for
the purpose of recording the grant of security interest herein with the United States
Patent and Trademark Office. The security interest granted hereby has been granted to the
Agent in connection with the IP Security Agreement and is expressly subject to the terms
and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent
thereunder) shall remain in full force and effect in accordance with its terms.



     SECTION 4. Intercreditor Agreement. Notwithstanding anything herein to the contrary,
the lien and security interest granted to the Agent pursuant to this Agreement and the
exercise of any right or remedy by the Agent hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.



     SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Agreement by facsimile
transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic
email) shall be as effective as delivery of a manually signed counterpart of this
Agreement.



     SECTION 6. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.



[Signature Page Follows]




2









 








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



	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed:




WELLS FARGO BANK,

NATIONAL ASSOCIATION




	 	 	 	 	 

	By:
	 	 
	 	 
	 
	 	 
	 	 
	 
	 	Name:	 	 
	 
	 	Title:	 	 







 











 


EXHIBIT G


INTERCREDITOR AGREEMENT








 





INTERCREDITOR AGREEMENT,




Dated as of




September 30, 2011,



among




UBS AG, STAMFORD BRANCH, 
as First
Priority Collateral Agent,




UBS AG, STAMFORD BRANCH, 
as First
Priority Administrative Agent,



WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Second Priority
Collateral Agent,



WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Second Priority
Administrative Agent,



TRAVELPORT LLC, 
as the
Borrower,



TRAVELPORT LIMITED, 
as
Holdings,



WALTONVILLE LIMITED, 
as
Intermediate Parent,




TDS INVESTOR (LUXEMBOURG) S.A.R.L., 
as TDS
Intermediate Parent,



and



 









 





CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN







ii









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Definitions
	 	 	2	 
	1.1 Defined Terms
	 	 	2	 
	1.2 Terms Generally
	 	 	9	 
	Section 2. Lien Priorities
	 	 	10	 
	2.1 Relative Priorities
	 	 	10	 
	2.2 Prohibition on Contesting Liens
	 	 	10	 
	2.3 No New Liens
	 	 	11	 
	2.4 Nature of First Priority Obligations
	 	 	11	 
	Section 3. Enforcement
	 	 	11	 
	3.1 Exercise of Remedies
	 	 	11	 
	3.2 Cooperation
	 	 	15	 
	3.3 Notices of Default
	 	 	15	 
	Section 4. Payments
	 	 	15	 
	4.1 Application of Proceeds
	 	 	15	 
	4.2 Payments Over
	 	 	16	 
	Section 5. Other Agreements
	 	 	16	 
	5.1 Releases
	 	 	16	 
	5.2 Insurance
	 	 	17	 
	5.3 Amendments to Second Priority Documents, etc.
	 	 	18	 
	5.4 Rights as Unsecured Creditors
	 	 	20	 
	5.5 Bailee and Agent for Perfection
	 	 	20	 
	Section 6. Insolvency Proceedings
	 	 	21	 
	6.1 Finance and Sale Issues
	 	 	21	 
	6.2 Adequate Protection
	 	 	22	 
	6.3 No Waiver
	 	 	23	 
	6.4 Reinstatement
	 	 	23	 
	6.5 Post-Petition Interest
	 	 	23	 
	6.6 Separate Grants of Security and Separate Classification
	 	 	23	 
	6.7 Voting for Plan of Reorganization
	 	 	24	 
	6.8 X Clause
	 	 	24	 
	6.9 Determination of Distributions on Account of Lien on Collateral
	 	 	25	 
	6.10 Plan of Reorganization
	 	 	25	 
	6.11 Turnover Provisions
	 	 	25	 
	Section 7. Reliance; Waivers; etc.
	 	 	26	 
	7.1 Reliance
	 	 	26	 
	7.2 No Warranties or Liability
	 	 	26	 
	7.3 No Waiver of Lien Priorities
	 	 	27	 
	7.4 Obligations Unconditional
	 	 	29	 
	Section 8. Miscellaneous
	 	 	29	 
	8.1 Conflicts
	 	 	29	 
	8.2 Continuing Nature of this Agreement
	 	 	29	 






i









 






	 	 	 	 	 
	 	 	Page	 
	8.3 Amendments; Waivers
	 	 	29	 
	8.4 Information Concerning Financial Condition of the Obligors and their
Subsidiaries
	 	 	30	 
	8.5 Certain Successors
	 	 	30	 
	8.6 Application of Payments
	 	 	30	 
	8.7 Marshalling of Assets
	 	 	30	 
	8.8 No Purchase Option in Favor of Second Priority Secured Parties
	 	 	31	 
	8.9 Notices
	 	 	31	 
	8.10 Further Assurances
	 	 	31	 
	8.11 Governing Law
	 	 	31	 
	8.12 Binding on Successors and Assigns; No Third Party Beneficiaries
	 	 	32	 
	8.13 Specific Performance
	 	 	32	 
	8.14 Section Titles; Time Periods
	 	 	32	 
	8.15 Counterparts
	 	 	32	 
	8.16 Authorization
	 	 	32	 
	8.17 Effectiveness
	 	 	32	 
	8.18 Provisions Solely to Define Relative Rights
	 	 	33	 
	8.19 Exclusive Means of Exercising Rights under this Agreement
	 	 	33	 
	8.20 Right of First Priority Collateral Agent to Continue
	 	 	34	 
	8.21 Interpretation
	 	 	34	 
	8.22 Forum Selection and Consent to Jurisdiction
	 	 	34	 
	8.23 WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	34	 
	8.24 Bond Conversion Offer
	 	 	35	 
	8.25 No Contest
	 	 	35	 






ii









 






INTERCREDITOR AGREEMENT




     This INTERCREDITOR AGREEMENT, dated as of September 30, 2011, is among UBS AG, STAMFORD
BRANCH, as collateral agent for the First Priority Secured Parties under the First Priority
Documents referenced below (in such capacity, the “First Priority Collateral Agent”), UBS
AG, STAMFORD BRANCH, as administrative agent under the First Priority Documents referenced below
(in such capacity, the “First Priority Administrative Agent”), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as collateral agent for the Second Priority Secured Parties under the Second Priority
Documents referenced below (in such capacity, the “Second Priority Collateral Agent”),
WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent under the Second Priority Documents
referenced below (in such capacity, the “Second Priority Administrative Agent”), TRAVELPORT
LIMITED, a Bermuda company (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the
“Borrower”), and the other undersigned Obligors (as hereinafter defined).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the
First Priority Administrative Agent (as hereinafter defined), the First Priority Collateral Agent,
Holdings and the other “Guarantors” specified therein previously entered into a Fourth Amended and
Restated Credit Agreement, dated as of August 23, 2006, as amended and restated as of September 30,
2011 (as further amended, supplemented, amended and restated or otherwise modified from time to
time, the “First Priority Credit Agreement”);



     WHEREAS, the Obligors have granted to the First Priority Collateral Agent, for the benefit of
the First Priority Secured Parties, security interests in the Collateral (as hereinafter defined)
as security for payment and performance of the First Priority Claims (as hereinafter defined);



     WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the
Second Priority Administrative Agent (as hereinafter defined), the Second Priority Collateral
Agent, Holdings and the other “Guarantors” specified therein are entering into a Second Lien Credit
Agreement, dated as of September 30, 2011 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the “Second Priority Credit Agreement”); and



     WHEREAS, the Obligors will grant to the Second Priority Collateral Agent, for the benefit of
the Second Priority Secured Parties, security interests in the Collateral as security for payment
and performance of the Second Priority Claims (as hereinafter defined).



 









 





     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein
set forth and for other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, and in reliance upon the representations, warranties and covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as follows:



     Section 1. Definitions.



     1.1 Defined Terms. As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and the plural forms of the
terms indicated):



     “Agreement” means this Intercreditor Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms hereof.



     “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. 101 et seq.).



     “Borrower”
is defined in the preamble.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, NY
or the state where any of the First Priority Collateral Agent’s, the Second Priority Collateral
Agent’s, the First Priority Administrative Agent’s or the Second Priority Administrative Agent’s
office for notices pursuant to Section 8.9 is located.



     “Collateral” means any property, real, personal or mixed, of any Obligor in which the
First Priority Collateral Agent, any First Priority Secured Party, the Second Priority Collateral
Agent or any Second Priority Secured Party has a security interest pursuant to any First Priority
Collateral Document or Second Priority Collateral Document, as the case may be; provided
that “Collateral” shall not include, for all purposes under this Agreement, the Tranche S
Collateral Account (as defined in the First Priority Credit Agreement).



     “Collateral Documents” means the First Priority Collateral Documents and the Second
Priority Collateral Documents (and including, for sake of clarity, this Agreement).



     “Comparable Collateral Document” means, in relation to any Collateral subject to any
Lien created under any First Priority Collateral Document, the Second Priority Collateral Document
that creates a Lien in the same Collateral, granted by the same Obligor, as applicable.



2









 





     “Conforming Plan of Reorganization” means any Plan of Reorganization whose
provisions are consistent with the provisions of this Agreement.



     “Consummation Date” means “Consummation Date” as defined in the Second Priority Credit
Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to
the extent permitted by this Agreement.



     “DIP Financing” is defined in Section 6.1.



     “Discharge of First Priority Claims” means, except to the extent otherwise provided in
Section 6.4 (a) payment in full in cash of (i) the principal of and interest (including
interest accruing on or after the commencement of any Insolvency Proceeding whether or not such
interest would be allowed in such Insolvency Proceeding) and premium, if any, on all Indebtedness
outstanding under the First Priority Documents and, with respect to letters of credit outstanding
thereunder, if any, termination thereof or delivery of cash collateral or backstop letters of
credit in respect thereof and for the full amount thereof (or such greater amount as may be
required under the First Priority Documents) in compliance with such First Priority Documents, in
each case after or concurrently with termination of all commitments to extend credit thereunder and
(ii) any other First Priority Claims that are due and payable or otherwise accrued and owing at or
prior to the time such principal and interest are paid, in each case other than obligations that
constitute Unasserted Contingent Obligations at the time such principal and interest is paid; and
(b) delivery by the First Priority Administrative Agent to the First Priority Collateral Agent
(with copies to the Second Priority Administrative Agent and Second Priority Collateral Agent) of a
written notice that the Discharge of First Priority Claims has occurred.



     “Discharge of Second Priority Claims” means, except to the extent otherwise provided
in Section 6.4 or except to the extent the relevant Indebtedness described below is
excluded from the definition of Second Priority Claims, (a) payment in full in cash of (i) the
principal of and interest (including interest accruing on or after the commencement of any
Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding)
and premium, if any, on all Indebtedness outstanding under the Second Priority Documents, after or
concurrently with termination of all commitments to extend credit thereunder and (ii) any other
Second Priority Claims that are due and payable or otherwise accrued and owing at or prior to the
time such principal and interest are paid, in each case other than obligations that constitute
Unasserted Contingent Obligations at the time such principal and interest is paid; and (b) delivery
by the Second Priority Administrative Agent to the Second Priority Collateral Agent of a written
notice that the Discharge of Second Priority Claims has occurred.



     “First Lien Deficiency Claim” shall mean that portion, if any, of the First Priority
Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such
determination to be made based upon the value of all of the Collateral securing the First Priority
Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the
Insolvency Proceeding.



3









 





     “First Priority Administrative Agent” shall include, in addition to the First Priority
Administrative Agent defined in the preamble, any successor thereto appointed by the requisite
First Priority Secured Parties exercising substantially the same rights and powers.



     “First Priority Claims” means (a) all First Priority Credit Agreement Obligations and
(b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any
First Priority Document. First Priority Claims shall include all interest accrued or accruing (or
which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of
an Insolvency Proceeding in accordance with and at the rate specified in the relevant First
Priority Document whether or not the claim for such interest is allowed as a claim in such
Insolvency Proceeding. For the avoidance of any doubt, First Priority Claims shall include the
fees, expenses, disbursements and indemnities of the First Priority Collateral Agent. To the extent
any payment with respect to the First Priority Claims (whether by or on behalf of any Obligor, as
proceeds of security, enforcement of any right of set-off or otherwise) is declared to be
fraudulent or preferential in any respect, set aside or required to be paid to a debtor in
possession, trustee, receiver or similar Person, then the obligation or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had
not occurred. Notwithstanding the foregoing, the Second Priority Claims will not constitute First
Priority Claims even if any proceeds thereof are used to repay any First Priority Claims.



     “First Priority Collateral Agent” shall include, in addition to the First Priority
Collateral Agent defined in the preamble, any successor thereto appointed by the requisite First
Priority Secured Parties exercising substantially the same rights and powers.



     “First Priority Collateral Documents” mean collectively, the First Priority Security
Agreement, any other “Collateral Document” (as defined in the First Priority Credit Agreement) and
any other agreement, document or instrument pursuant to which a Lien is granted to secure (or
perfect, preserve or maintain the security of) any First Priority Claim or under which rights or
remedies with respect to such Liens are governed.



     “First Priority Credit Agreement” is defined in the first recital;
provided that the term “First Priority Credit Agreement” shall (a) also include any
renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the
original lenders or with an administrative agent or agents or other lenders, whether provided under
the original First Priority Credit Agreement or any other credit or other agreement or indenture
and whether entered into concurrently with or subsequent to the termination of the prior First
Priority Agreement), and (b) exclude the Second Priority Documents.



     “First Priority Credit Agreement Obligations” means all “Obligations” as defined in
the First Priority Credit Agreement and all other Obligations under the First Priority Documents.



4









 





     “First Priority Documents” means the First Priority Credit Agreement, the First
Priority Collateral Documents, the other “Loan Documents” (as defined in the First Priority Credit
Agreement), and each of the other agreements, documents and instruments providing for or evidencing
any First Priority Claims, and any other related document or instrument executed or delivered
pursuant to any of the foregoing at any time or otherwise evidencing any First Priority Claims
thereunder, as any such document or instrument may be amended, supplemented, amended and restated
or otherwise modified from time to time.



     “First Priority Liens” means all Liens that secure the First Priority Claims.



     “First Priority Secured Parties” means the “Secured Parties” as defined in the
First Priority Credit Agreement.



     “First Priority Security Agreement” means the Security Agreement, dated as of August
23, 2006, among Holdings, the Borrower, certain of their affiliates and the First Priority
Collateral Agent, as the same may be amended, supplemented, amended and restated or otherwise
modified from time to time.



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



     “Holdings” is defined in the preamble.



     “Indebtedness” means “Indebtedness” as defined in the First Priority Credit Agreement
as in effect on the date hereof or as amended or otherwise modified from time to time to the extent
permitted by this Agreement.



     “Insolvency Proceeding” means (a) any voluntary or involuntary case or proceeding
under the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary or
involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding with respect to any Obligor as a
debtor or with respect to any substantial part of their respective assets, (c) any liquidation,
dissolution, reorganization or winding up of any Obligor, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of any Obligor.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement of any kind or nature whatsoever (including any conditional sale or



5









 




other title retention agreement, any easement, right of way or other encumbrance on title to real
property).




     “Net Cash Proceeds” means “Net Cash Proceeds” as defined in the First Priority Credit
Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to
the extent permitted by this Agreement.



     “Non-Conforming Plan of Reorganization” any Plan of Reorganization whose provisions
are inconsistent with or in contravention of the provisions of this Agreement, including any plan
of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise)
or otherwise disregard, in whole or part, the provisions of Section 2 (including the Lien
priorities of Section 2.1), the provisions of Section 4 or the provisions of
Section 6.



     “Obligations” means any and all obligations with respect to the payment of (a) any
principal of or interest (including interest accruing on or after the commencement of any
Insolvency Proceeding, whether or not a claim for post-filing interest is allowed in such
proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of
any letter of credit, (b) any fees, indemnification obligations, damages, expense reimbursement
obligations (including, without limitation, reasonable and documented attorneys’ fees and expenses)
or other liabilities payable under the documentation governing any Indebtedness and (c) any
obligation to post cash collateral in respect of letters of credit and any other obligations.



     “Obligors” means Holdings, the Borrower and each of their Subsidiaries that is
obligated under any First Priority Document or Second Priority Document.



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



     “Plan of Reorganization” means any plan of reorganization, plan of liquidation,
agreement for composition, or other type of plan of arrangement proposed in or in connection with
any Insolvency Proceeding.



     “Recovery” is defined in Section 6.4.



     “Relevant Directing Party” means the following Person(s) who are entitled to provide
instructions or directions with respect to the Collateral: (a) until the Discharge of First
Priority Claims has occurred, the First Priority Collateral Agent and (b) following the Discharge
of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second
Priority Collateral Agent.



6









 





     “Second Lien Deficiency Claim” shall mean that portion, if any, of the Second Priority
Claims that are unsecured claims under Section 506(a)(i) of the Bankruptcy Code with such
determination to be made based upon the value of all of the Collateral securing the Second Priority
Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in the
Insolvency Proceeding.



     “Second Priority Administrative Agent” shall include, in addition to the Second
Priority Administrative Agent defined in the preamble, any successor thereto appointed by
the requisite Second Priority Secured Parties exercising substantially the same rights and powers,
including, without limitation, the trustee under the “Indenture” (as defined in the Second Priority
Credit Agreement as in effect on the date hereof or as amended or otherwise modified from time to
time to the extent permitted by this Agreement).



     “Second Priority Claims” means (a) all Second Priority Credit Agreement Obligations
and (b) all other Indebtedness or other obligations of the Borrower or any other Obligor under any
Second Priority Document. Second Priority Claims shall include all interest accrued or accruing (or
which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of
an Insolvency Proceeding in accordance with and at the rate specified in the relevant Second
Priority Document whether or not the claim for such interest is allowed as a claim in such
Insolvency Proceeding. For the avoidance of any doubt, Second Priority Claims shall include the
fees, expenses, disbursements and indemnities of the Second Priority Collateral Agent. To the
extent any payment with respect to the Second Priority Claims (whether by or on behalf of any
Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to
be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in
possession, trustee, receiver or similar Person, then the obligation or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had
not occurred.



     “Second Priority Collateral Agent” shall include, in addition to the Second
Priority Collateral Agent defined in the preamble, any successor thereto appointed by the
requisite Second Priority Secured Parties exercising substantially the same rights and powers.



     “Second Priority Collateral Documents” mean collectively, the Second Priority Security
Agreement, any other “Collateral Document” (as defined in the Second Priority Credit Agreement) and
any other agreement, document or instrument pursuant to which a Lien is granted to secure (or
perfect, preserve or maintain the security of) any Second Priority Claim or under which rights or
remedies with respect to such Liens are governed.



     “Second Priority Credit Agreement” is defined in the third recital;
provided that the term “Second Priority Credit Agreement” shall (a) also include
any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with
the original lenders or with an administrative agent or agents or other lenders, whether provided
under the original Second Priority Credit Agreement or any other credit or other agreement or
indenture and whether



7









 




entered into concurrently with or subsequent to the termination of the prior Second Priority
Agreement, and including, without limitation, the “Indenture” and the “Conversion Bonds” (each such
term as defined in the Second Priority Credit Agreement as in effect on the date hereof or as
amended or otherwise modified from time to time to the extent permitted by this Agreement) governed
thereby), and (b) exclude the First Priority Documents.




     “Second Priority Credit Agreement Obligations” means all “Obligations” as defined in
the Second Priority Credit Agreement and all other Obligations under the Second Priority Documents.



     “Second Priority Documents” means the Second Priority Credit Agreement, the Second
Priority Collateral Documents, the other “Loan Documents” (as defined in the Second Priority Credit
Agreement), and each of the other agreements, documents and instruments providing for or evidencing
any Second Priority Claims, and any other related document or instrument executed or delivered
pursuant to any of the foregoing at any time or otherwise evidencing any Second Priority Claims
thereunder, as any such document or instrument may be amended, supplemented, amended and restated
or otherwise modified from time to time.



     “Second Priority Liens” means all Liens that secure the Second Priority Claims.



     “Second Priority Secured Parties” means the “Secured Parties” as defined in the Second
Priority Credit Agreement.



     “Second Priority Security Agreement” means the Second Lien Security Agreement, dated
as of September 30, 2011 among Holdings, the Borrower, certain of their affiliates and the Second
Priority Collateral Agent, as the same may be amended, supplemented, amended and restated, replaced
or otherwise modified from time to time.



     “Secured Parties” means collectively, the First Priority Secured Parties and the
Second Priority Secured Parties.



     “Senior Note Documents” means the (i) Indenture, dated as of August 23, 2006, by and
among Travelport LLC, the guarantors listed herein and the Bank of Nova Scotia Trust Company of New
York, as amended by Supplemental Indenture No. 1, dated as of January 11, 2007, between Warpspeed
Sub Inc. and The Bank of Nova Scotia Trust Company of New York and Supplemental Indenture No. 2,
dated as of March 13, 2007, among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport
Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company
of New York and (ii) Indenture, dated as of August 18, 2010, by and among Travelport Limited,
Travelport LLC, Travelport Inc., the guarantors named therein, and The Bank of Nova Scotia Trust
Company of New York.



8









 





     “Senior Note Obligations” means, in connection with any Insolvency Proceeding, the
unpaid principal amount, plus any accrued but unpaid interest thereon, of any of the Senior Dollar
Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014, 97/8% Senior Dollar Fixed
Rate Notes due 2014 and 9% Senior Notes Due 2016 issued under the applicable Senior Note Document
as in effect on the date hereof.



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



     “Unasserted Contingent Obligations” shall mean, at any time, Obligations for taxes,
costs, indemnifications, reimbursements, damages and other liabilities (except for (a) the
principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (b)
contingent reimbursement obligations in respect of amounts that may be drawn under letters of
credit) in respect of which no claim or demand for payment has been made (or, in the case of
Obligations for indemnification, no notice for indemnification has been issued by the indemnitee)
at such time.



     “Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any
similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.



     “Use of Cash Collateral” is defined in Section 6.1.



     1.2 Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context
requires otherwise (a) any definition of or reference to any agreement, document or other writing
herein shall be construed as referring to such agreement, document or other writing as from time to
time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns to the extent that such successors and
assigns are permitted pursuant to the applicable agreement, (c) the words “herein,” “hereof” and
“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein to Exhibits or
Sections shall be construed to refer to Exhibits or Sections of this Agreement, (e) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash, securities, accounts and
general intangibles, (f) terms defined in the UCC but not



9









 




otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC,
(g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in
whole or in part, and in effect on the date hereof, including rules, regulations, enforcement
procedures and any interpretation promulgated thereunder and (h) underscored references to Sections
or clauses shall refer to those portions of this Agreement, and any underscored references to a
clause shall, unless otherwise identified, refer to the appropriate clause within the same Section
in which such reference occurs.




     Section 2. Lien Priorities.



     2.1 Relative Priorities. Irrespective of the date, time, method, manner or order of
grant, attachment or perfection of any Lien granted to the First Priority Collateral Agent, the
Second Priority Collateral Agent, any First Priority Secured Party, any Second Priority Secured
Party or any other Person on the Collateral (including, in each case, irrespective of whether any
such Lien is granted, or secures obligations relating to the period, before or after the
commencement of any Insolvency Proceeding) and notwithstanding (i) any provision of the UCC or any
other applicable law or the Second Priority Documents, or any defect or deficiency in, or failure
to attach or perfect any aspect or portion of any First Priority Lien, to the contrary, (ii) the
fact that any First Priority Lien may have been subordinated, voided, avoided, set aside,
invalidated or lapsed or (iii) any other circumstance whatsoever, including a circumstance that
might be a defense available to, or a discharge of, a Grantor in respect of a First Priority Claim
or a Second Priority Claim or any holder of such claims, each of the Second Priority Collateral
Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second
Priority Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing any First
Priority Claim now or hereafter held by the First Priority Secured Parties shall be senior in
priority in all respects to any Lien on the Collateral securing the Second Priority Claims; and (B)
any Lien on the Collateral now or hereafter securing any Second Priority Claim regardless of how or
when acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be
junior and subordinate in priority in all respects to all Liens on the Collateral securing the
First Priority Claims. All Liens on the Collateral securing the First Priority Claims shall be and
remain first in priority in all respects to all Liens on the Collateral securing the Second
Priority Claims for all purposes, whether or not such First Priority Liens are subordinated to any
Lien securing any other obligation of any Obligor.



     2.2 Prohibition on Contesting Liens. Each of the First Priority Collateral Agent and
the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured
Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative
Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not
(and hereby waives any right to) contest or support, directly or indirectly, any other Person in
contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity,
perfection or enforceability of (a) the First Priority Claims or any Lien held by the First
Priority Secured Parties in the Collateral securing the First Priority Claims or (b) the Second
Priority Claims or any Liens by the Second Priority Secured Parties in the Collateral securing the
Second Priority Claims, as the case may be.



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     2.3 No New Liens. So long as the Discharge of First Priority Claims has not occurred,
the parties hereto agree that no Obligor shall (a) grant or permit any Lien on any asset or
property to secure any Second Priority Claim unless it has granted Liens on such asset or property
to secure the First Priority Claims; or (b) grant or permit any additional Lien on any asset to
secure any First Priority Claim unless it has granted a Lien on such asset to secure the Second
Priority Claims; provided that no Liens on the Tranche S Collateral Account (as defined in
the First Priority Credit Agreement) to secure any Second Priority Claim shall be required or
permitted hereunder. To the extent that the foregoing provisions are not complied with for any
reason, without limiting any other rights and remedies available to the First Priority Collateral
Agent, the First Priority Administrative Agent and/or the First Priority Secured Parties, each of
the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that any amount received by or
distributed to any of them pursuant to or as a result of Liens granted in contravention of this
Section 2.3 shall be subject to Section 4.2.



     2.4 Nature of First Priority Obligations. Each of the Second Priority Collateral Agent
and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority
Secured Parties, acknowledges that a portion of the First Priority Claims are revolving in nature
and that the amount thereof that may be outstanding at any time or from time to time may be
increased or reduced and subsequently reborrowed without affecting the lien subordination or other
provisions of this Agreement.



     Section 3. Enforcement.



     3.1 Exercise of Remedies.



     (a) (i) So long as the Discharge of First Priority Claims has not occurred, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, none of the Second Priority
Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured
Party will (and each such Person hereby waives any right to) (A) exercise or seek to exercise any
rights or remedies (including the exercise of any right of setoff or any right under any lockbox
agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or
arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent
or any such Second Priority Secured Party is a party and including the exercise of any right to
direct or provide direction or orders with respect to the Collateral or to any account bank,
securities intermediary or any other custodian as to the disposition of the asset or property on
deposit in, carried in or otherwise credited to any deposit accounts or securities accounts) with
respect to any Collateral, (B) institute any action or proceeding with respect to such rights or
remedies, including any action of foreclosure, any exercise of any right under any control
agreement in respect of a deposit account, securities account, security entitlement or other
investment property constituting Collateral (including, without limitation, any right to direct or
provide direction or orders with respect to the Collateral or to any account bank, securities
intermediary or other custodian as to the disposition of the asset or property on deposit in,
carried in or otherwise credited to any deposit accounts or securities accounts), or any bailee’s
letter or similar agreement or arrangement to which the



11









 




Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party is a party, (C) exercise any other rights or remedies relating to the
Collateral under the Second Priority Documents or otherwise, (D) contest, protest or object to any
foreclosure proceeding or other action brought by the First Priority Collateral Agent, the First
Priority Administrative Agent or any other First Priority Secured Party or (E) object to the
forbearance by the First Priority Collateral Agent, the First Priority Administrative Agent or any
First Priority Secured Party from bringing or pursuing any foreclosure proceeding or action or any
other exercise of any right or remedy relating to the Collateral; and (ii) so long as the Discharge
of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been
commenced by or against any Obligor, the First Priority Collateral Agent, the First Priority
Administrative Agent and the other First Priority Secured Parties shall have the exclusive right to
enforce rights, exercise remedies (including the exercise of any right of setoff, any right to
credit bid or any right under any lockbox agreement, account control agreement, landlord waiver or
bailee’s letter or similar agreement or arrangement to which the Second Priority Collateral Agent
or any other Second Priority Secured Party is a party and including the exercise of any right to
direct or provide direction or orders with respect to the Collateral or to any account bank,
securities intermediary or any other custodian as to the disposition of the asset or property on
deposit in, carried in or otherwise credited to any deposit accounts or securities accounts),
refrain from enforcing or exercising remedies, make determinations in connection with any
enforcement of rights and remedies regarding release or disposition of, or restrictions with
respect to, the Collateral, and otherwise enforce the rights and remedies of a secured creditor
under the UCC and the bankruptcy laws of any applicable jurisdiction without the consent of or any
consultation with the Second Priority Administrative Agent, the Second Priority Collateral Agent or
any other Second Priority Secured Party; provided that with respect to clauses (i)
and (ii) above, (1) in any Insolvency Proceeding commenced by or against any Obligor, any
Second Priority Secured Party may file a claim or statement of interest with respect to the Second
Priority Claims, (2) the Second Priority Collateral Agent may take any action not adverse to the
Liens on the Collateral securing the First Priority Claims or the rights of the First Priority
Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party
to exercise remedies in respect thereof in order to establish, preserve, or perfect its rights in
the Collateral, (3) any Second Priority Secured Party shall be entitled to (u) file any necessary
responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other
pleading made by any Person objecting to or otherwise seeking the disallowance of the Second
Priority Claims, including any claim secured by the Collateral, if any, in each case in accordance
with the terms of this Agreement, (v) file any pleadings, objections, motions or agreements which
assert rights or interests available to unsecured creditors of the Obligors arising under the
Bankruptcy Code (including exercising the right, if any, to file an involuntary petition against
any Obligor), any similar law or any applicable non-bankruptcy law, in each case to the extent not
inconsistent with the other terms of this Agreement (it being understood that no Second Priority
Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or
otherwise) that they would not be entitled to assert hereunder as a secured creditor, and,
specifically, that no Second Priority Secured Party shall be entitled to assert any right or
interest of an unsecured creditor (or otherwise), of any kind or nature, in respect of any Use of
Cash Collateral, DIP Financing or sale of any assets of an Obligor, in each case to which holders
of a majority of First Priority Claims have consented), (w) exercise any rights and remedies as an
unsecured creditor against the Borrower or any other Obligor in







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accordance with the Second Priority Documents and applicable law, in each case to the extent not
inconsistent with the other terms of this Agreement (it being understood that no Second Priority
Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or
otherwise) that they would not be entitled to assert hereunder as a secured creditor) and excluding
the filing of pleadings, objections, motions or agreements covered by the preceding clause (v) ,
(x) bid (but only for cash, and not by way of credit bid or otherwise) for or purchase (but only
for cash, and not by way of credit bid or otherwise) Collateral at any private or judicial
foreclosure upon such Collateral initiated by any secured party in respect thereof, (y) file any
notice of or vote any claim in any Insolvency Proceeding of any Obligor but solely in accordance
with Section 6.7 of this Agreement and (z) file any proof of claim and other filings,
appear and be heard on any matter in connection therewith and make any arguments and motions that
are, in each case, not inconsistent with the other terms of this Agreement, with respect to the
Second Priority Claims and the Collateral (it being understood that no Second Priority Secured
Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise)
that they would not be entitled to assert hereunder as a secured creditor) and excluding the filing
of pleadings, objections, motions or agreements covered by the preceding clause (v), and (4)
nothing herein shall be construed to limit or impair in any way the right of any Second Priority
Secured Party to receive any remaining Collateral and proceeds of Collateral after the Discharge of
First Priority Claims has occurred. In exercising rights and remedies with respect to the
Collateral, the First Priority Collateral Agent, the First Priority Administrative Agent or any
other First Priority Secured Party may enforce the provisions of the First Priority Documents and
exercise remedies thereunder, all in such order and in such manner as they may determine in the
exercise of their sole discretion except that, following the Discharge of First Priority Claims and
until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent,
the Second Priority Administrative Agent or the other Second Priority Secured Parties may enforce
the provisions of the Second Priority Documents and exercise remedies thereunder, all in such order
and in such manner as they may determine in the exercise of their sole discretion. Such exercise
and enforcement shall include the rights of an agent appointed by the First Priority Collateral
Agent, the First Priority Administrative Agent and the other First Priority Secured Parties (or,
following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims
has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent and
the other Second Priority Secured Parties) to sell or otherwise dispose of Collateral upon
foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the
rights and remedies of a secured party under the UCC of any applicable jurisdiction and of a
secured creditor under bankruptcy or similar laws of any applicable jurisdiction.




     (b) (i) Until the Discharge of First Priority Claims has occurred, each of the Second Priority
Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other
Second Priority Secured Parties, agrees that it will not, in connection with the exercise of any
right or remedy (including the exercise of any right of setoff or any right under any lockbox
agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or
arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent
or any other Second Priority Secured Party is a party) with respect to any Collateral (but instead
shall be deemed to have hereby irrevocably, absolutely, and



13









 




unconditionally waived until after the Discharge of First Priority Claims any right to) take or
receive any Collateral or any proceeds of Collateral.




     (ii) Without limiting the generality of the foregoing clause (i), unless and
until the Discharge of First Priority Claims has occurred, except as expressly provided in the
proviso in clause (a) of Section 3.1, the sole right of the Second Priority
Administrative Agent, the Second Priority Collateral Agent and the other Second Priority
Secured Parties as secured parties with respect to the Collateral is to hold a perfected Lien
on the Collateral pursuant to the Second Priority Documents for the period and to the extent
granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of
First Priority Claims has occurred.



     (c) Each of the Obligors agrees that it will not, and will not permit any of its Subsidiaries
to, in connection with the exercise of any right or remedy with respect to any Collateral by the
Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party, transfer, deliver or pay, as applicable, to the Second Priority
Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured
Party, any Collateral or any proceeds of Collateral unless and until the Discharge of First
Priority Claims has occurred.



     (d) (i) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees
that the Second Priority Secured Parties will not (and instead shall be deemed to have hereby
irrevocably, absolutely, and unconditionally waived any right to) take any action (other than as
provided in Section 3.1(a)) that would hinder or cause to delay any exercise of remedies
undertaken by the First Priority Collateral Agent, the First Priority Administrative Agent or any
other First Priority Secured Party under the First Priority Documents as secured parties in respect
of any Collateral, including any sale, lease, exchange, transfer or other disposition of the
Collateral, whether by foreclosure or otherwise.



     (ii) Each of the Second Priority Collateral Agent and the Second Priority Administrative
Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably,
absolutely and unconditionally waives any and all rights it or the Second Priority Secured
Parties may have as a junior lien creditor or otherwise (whether arising under the UCC or any
other law) to object to the manner (including by judicial foreclosure, non-judicial
foreclosure, strict foreclosure or otherwise) in which the First Priority Collateral Agent,
the First Priority Administrative Agent or the other holders of First Priority Claims seek to
enforce the Liens granted in any of the Collateral except that there shall be no waiver of the
obligation, if any, of the First Priority Collateral Agent or the First Priority
Administrative Agent to dispose of the Collateral in a “commercially reasonable” manner within
the meaning of any applicable UCC.



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     (e) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby
acknowledges and agrees that no covenant, agreement or restriction contained in the Second Priority
Collateral Documents or any other Second Priority Document (other than this Agreement) is intended
to restrict in any way the rights and remedies of the First Priority Collateral Agent, the First
Priority Administrative Agent or the First Priority Secured Parties with respect to the Collateral
as set forth in this Agreement and the First Priority Documents.



     3.2 Cooperation. Subject to the proviso in Section 3.1(a), each of the Second
Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the
other Second Priority Secured Parties, agrees that, unless and until the Discharge of First
Priority Claims has occurred, it will not, and shall be deemed to have waived any right to,
commence, or join with any Person in commencing any enforcement, collection, execution, levy or
foreclosure action or proceeding with respect to any Lien held by it under any Second Priority
Document.



     3.3 Notices of Default. Each of the First Priority Collateral Agent, the Second
Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority
Administrative Agent will provide such information as it may have to the others as the others may
from time to time reasonably request concerning the status of the exercise of any enforcement
action against the Collateral, and each of the First Priority Collateral Agent, the Second Priority
Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative
Agent shall be available on a reasonable basis during normal business hours to review with each
other alternatives available in exercising such rights; provided that the failure of any of
them to do any of the foregoing shall not affect the relative priorities of the First Priority
Liens or the Second Priority Liens as provided herein or the validity or effectiveness of any
notice or demand as against any Obligor. The Obligors hereby consent and agree to each of the First
Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative
Agent and the Second Priority Administrative Agent providing any such information to the other and
to such actions by any of them and waives any right or claim against any of them arising as a
result of such information or actions.



     Section 4. Payments.



     4.1 Application of Proceeds.



     (a) As long as the Discharge of First Priority Claims has not occurred, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral
received in connection with the sale or other disposition of, or collection on, such Collateral
upon the exercise of remedies, shall, after payment of all outstanding fees, expenses (including
reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority
Collateral Agent, be delivered by the First Priority Collateral Agent to the First Priority
Administrative Agent for application against the First Priority Claims in such order as the First
Priority Administrative Agent may determine in its sole discretion and in accordance with the First
Priority Documents until the Discharge of First Priority Claims has occurred. Upon the Discharge of
First Priority Claims, (i) the First Priority Administrative Agent shall promptly



15









 




deliver to the First Priority Collateral Agent (with copies to the Second Priority Collateral Agent
and the Second Priority Administrative Agent) a written notice stating that the Discharge of First
Priority Claims has occurred and (ii) promptly following receipt of such notice in clause
(i), the First Priority Collateral Agent or First Priority Administrative Agent, as applicable,
shall deliver at the joint and several cost of the Obligors, to the Second Priority Collateral
Agent for distribution to the Second Priority Administrative Agent for the benefit of the Second
Priority Secured Parties any proceeds of Collateral held by it in the same form as received, with
any necessary endorsement or as a court of competent jurisdiction may otherwise direct.




     (b) Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by or
against any Obligor, the cash proceeds of Collateral received in connection with the sale or other
disposition of, or collection on, such Collateral upon the exercise of remedies, shall, after
payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel),
disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second
Priority Collateral Agent to the Second Priority Administrative Agent for application against the
Second Priority Claims in such order as is specified in the Second Priority Documents until the
Discharge of Second Priority Claims has occurred.



     4.2 Payments Over. Except as expressly provided in Section 6.8, so long as the
Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has
been commenced by or against any Obligor, any Collateral or proceeds thereof (including assets or
proceeds subject to Liens referred to in the final sentence of Section 2.3(a)) received by
the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party in connection with the exercise of any right or remedy (including set-off)
relating to the Collateral in contravention of this Agreement or any distribution received on
account of or by virtue of any Lien on the Collateral in any Insolvency Proceeding (including any
distribution on account of or otherwise by virtue of any Lien on the Collateral under any Plan of
Reorganization) shall, be segregated and held in trust and forthwith paid over to the First
Priority Collateral Agent for the benefit of the First Priority Secured Parties in the same form as
received, with any necessary endorsement, or as a court of competent jurisdiction may otherwise
direct. The First Priority Collateral Agent is hereby authorized to make any such endorsement as
agent for the Second Priority Administrative Agent, the Second Priority Collateral Agent or any
other Second Priority Secured Party. This authorization is coupled with an interest and is
irrevocable until the Discharge of First Priority Claims has occurred. For the avoidance of doubt,
the Second Priority Claims shall not be reduced or satisfied by any amounts or distributions
required to be paid over to the First Priority Administrative Agent pursuant hereto.



     Section 5. Other Agreements.



     5.1 Releases.



     (a) If, in connection with (i) the exercise of any remedies by the First Priority Collateral
Agent or any other First Priority Secured Party in respect of the Collateral provided for in
Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such



16









 




Collateral or (ii) any sale, lease, exchange, transfer or other disposition of any Collateral
(other than to another Obligor) permitted under the terms of the First Priority Documents and the
Second Priority Documents (in each case, as in effect on the date hereof), the First Priority
Collateral Agent, on behalf of itself and the other First Priority Secured Parties, releases any of
its Liens on any part of the Collateral, the Lien of the Second Priority Collateral Agent for the
benefit of the Second Priority Secured Parties on such Collateral (but not on any proceeds of such
Collateral not required to be paid to the First Priority Secured Parties for application to the
First Priority Claims) shall be automatically and unconditionally released with no further consent
or action of any Person, and each of the Second Priority Collateral Agent the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, shall
promptly execute and deliver, at the joint and several expense of the Obligors, to the First
Priority Collateral Agent and the First Priority Administrative Agent and the Obligors such
termination statements, releases and other documents as the First Priority Collateral Agent, the
First Priority Administrative Agent and the Obligors (in the case of the Obligors, to the extent
permitted by the First Priority Documents) may reasonably request to effectively confirm such
release at the joint and several expense of the Obligors.




     (b) Until the Discharge of First Priority Claims occurs, each of the Second Priority
Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other
Second Priority Secured Parties, hereby irrevocably constitutes and appoints the First Priority
Collateral Agent and any officer or agent of the First Priority Collateral Agent, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority
in the place and stead of such Person or in the First Priority Collateral Agent’s own name, from
time to time in the First Priority Collateral Agent’s discretion (as directed by the First Priority
Administrative Agent in writing), for the purpose of carrying out the terms of this Section
5.1, to take any and all appropriate action and to execute any and all releases, documents and
instruments which may be necessary to accomplish the purposes of this Section 5.1,
including any financing statements, mortgage releases, intellectual property releases, endorsements
or other instruments of transfer or release.



     5.2 Insurance.



     (a) Unless and until the Discharge of First Priority Claims has occurred, the First Priority
Collateral Agent, the First Priority Administrative Agent and the other holders of First Priority
Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the
First Priority Documents, to adjust settlement for any award under any insurance policy relating to
an insured loss in respect of Collateral and to approve any award granted in any condemnation or
similar proceeding affecting the Collateral. Following the Discharge of First Priority Claims and
until such time that the Discharge of Second Priority Claims has occurred, the Second Priority
Collateral Agent, the Second Priority Administrative Agent and the other holders of Second Priority
Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the
Second Priority Documents, to adjust settlement for any award under any insurance policy relating
to an insured loss relating to the Collateral and to approve any award granted in any condemnation
or similar proceeding affecting the Collateral.



17









 





     (b) Unless and until the Discharge of First Priority Claims has occurred, all proceeds of any
such insurance policy and any such award if in respect to the Collateral shall, after payment of
all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements
and indemnities of the First Priority Collateral Agent, be delivered by the First Priority
Collateral Agent to the First Priority Administrative Agent for benefit of the First Priority
Secured Parties to the extent required under the First Priority Credit Agreement and pursuant to
the terms of the First Priority Documents; and thereafter, following the Discharge of First
Priority Claims and until the Discharge of Second Priority Claims has occurred, and after payment
of all outstanding fees, expenses (including reasonable fees and expenses of counsel),
disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second
Priority Collateral Agent to the Second Priority Administrative Agent for the benefit of the Second
Priority Secured Parties to the extent required under the applicable Second Priority Documents; and
finally, to the owner of the subject property or as a court of competent jurisdiction may otherwise
direct.



     (c) Unless the Discharge of First Priority Claims has occurred, if the Second Priority
Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured
Party shall, at any time, receive any proceeds of any such insurance policy or any such award or
payment thereunder in contravention of this Agreement, it shall pay such proceeds, award or payment
over to the First Priority Collateral Agent in accordance with Section 4.2.



     5.3 Amendments to Second Priority Documents, etc.



     (a) Unless and until the Discharge of First Priority Claims has occurred, without the prior
written consent of the First Priority Administrative Agent (and the First Priority Collateral
Agent, to the extent an amendment, supplement or modification would affect its respective rights,
protections or obligations), no Second Priority Collateral Document may be amended, supplemented or
otherwise modified or entered into to the extent such amendment, supplement or modification, or the
terms of any new Second Priority Collateral Document, would be inconsistent with any of the terms
of this Agreement or the First Priority Documents.



     (b) Each of the Second Priority Administrative Agent and the Second Priority Collateral Agent
agrees that each Second Priority Collateral Document granting a Lien on any Collateral shall
include the following language (or similar language satisfactory to the First Priority
Administrative Agent):




“Notwithstanding anything herein to the contrary, the lien and security interest
granted to the Second Priority Collateral Agent pursuant to this Agreement and the
exercise of any right or remedy by the Second Priority Collateral Agent hereunder are
subject to the provisions of the Intercreditor Agreement, dated as of September 30,
2011 (as amended, supplemented, amended and restated or otherwise modified from time to
time, the “Intercreditor Agreement”), among UBS AG, Stamford Branch, in its
capacity as First Priority Collateral Agent, UBS AG, Stamford Branch, in its capacity
as First Priority Administrative Agent, Wells Fargo Bank, National Association, in its
capacity as Second Priority



18









 







Collateral Agent, Wells Fargo Bank, National Association, in its capacity as Second
Priority Administrative Agent, and the other parties thereto. In the event of any
conflict between the terms of the Intercreditor Agreement and this Agreement, the terms
of the Intercreditor Agreement shall govern and control.”



     (c) Unless and until the Discharge of First Priority Claims has occurred, in the event the
First Priority Collateral Agent or the First Priority Administrative Agent enters into any
amendment, waiver or consent in respect of any First Priority Collateral Document for the purpose
of adding to, or deleting from, or waiving or consenting to any departure from any provision of,
any First Priority Collateral Document or changing in any manner the rights of the First Priority
Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties
or the Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any
comparable provision of each Comparable Collateral Document without the consent of the Second
Priority Collateral Agent, the Second Priority Administrative Agent or the Second Priority Secured
Parties and without any action by any of them or any Obligor; provided that (i) no such
amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of
the Second Priority Collateral Documents, except to the extent that a release of such Lien is
permitted by Section 5.1 and provided there is a corresponding release of the Lien securing
the First Priority Claims, (B) imposing duties or adding liabilities on the Second Priority
Collateral Agent or any other Second Priority Secured Party without its consent or (C) permitting
other Liens on the Collateral which are prohibited under the terms of the Second Priority Documents
or Section 6, (ii) any such amendment, waiver or consent that materially and adversely
affects the rights of the Second Priority Collateral Agent or any other Second Priority Secured
Party (and not the First Priority Secured Parties in a like or similar manner) shall not apply to
the Second Priority Collateral Documents without the consent of the Second Priority Collateral
Agent (acting at the written direction of the Second Priority Administrative Agent (itself acting
at the written direction of the requisite Second Priority Secured Parties in accordance with the
Second Priority Credit Agreement)), and (iii) notice of such amendment, waiver or consent shall
have been given by the First Priority Administrative Agent to the Second Priority Collateral Agent
(unless it is the same Person as the First Priority Collateral Agent), within 10 Business Days
after the effective date thereof; provided, further, that (x) nothing contained in
this clause (c) shall impair the rights of the First Priority Collateral Agent, the First
Priority Administrative Agent and the holders of First Priority Claims, or the obligations and
agreements of the Second Priority Collateral Agent and the other Second Priority Secured Parties,
under Sections 3 and 5.1 and (y) the First Priority Collateral Documents and the
Second Priority Collateral Documents may, without the consent of any Second Priority Secured Party,
be amended or modified pursuant to this Section 5.3(c) to secure additional extensions of
credit and add additional secured creditors as long as such amendments or modifications do not
violate the express provisions of any Second Priority Document.



     (d) The First Priority Documents may be amended, supplemented or otherwise modified in
accordance with their terms and the First Priority Credit Agreement may be refinanced, in each
case, without notice to, or the consent of, the Second Priority Collateral Agent or the other
Second Priority Secured Parties, and in each case subject to the terms hereof, all without
affecting the lien subordination or other provisions of this Agreement.




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     (e) Without the written consent of the First Priority Administrative Agent, none of the
Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second
Priority Secured Party will be entitled to agree (and none of them will agree) to any amendment to,
or modification of, or consent to any waiver of departure from, the Second Priority Documents,
whether in a refinancing or otherwise, that is prohibited by or in contravention of the First
Priority Documents as in effect on the date hereof or this Agreement.



     (f) Unless and until the Discharge of First Priority Claims has occurred, the Second Priority
Secured Parties shall not consent to the release of any Second Priority Lien on any Collateral
without the written consent of the First Priority Administrative Agent, except for releases in
connection with the Discharge of Second Priority Claims (or a refinancing thereof) to the extent
permitted under the First Priority Credit Agreement or with respect to such Collateral for which
the First Priority Lien is also released.



     5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this
Agreement, the Second Priority Secured Parties may exercise rights and remedies as unsecured
creditors against the Obligors in accordance with the terms of the Second Priority Documents and
applicable law only to the extent set forth in the proviso of Section 3.1(a) hereof.
Nothing in this Agreement shall prohibit the receipt by any Second Priority Secured Party of any
payment of interest and principal on the Second Priority Claims, together with any reimbursable
fees and expenses and other amounts due in respect thereof, so long as such receipt is not (a) the
direct or indirect result of the exercise by any Second Priority Secured Party of rights and
remedies as a secured creditor in respect of the Second Priority Claims or enforcement of any
Second Priority Lien, in either case in contravention of this Agreement, or (b) a distribution in
any Insolvency Proceeding on account of or otherwise by virtue of any Second Priority Lien
(including any distribution on account of or otherwise by virtue of any Lien on the Collateral
under any Plan of Reorganization), other than as permitted by Section 6.8 hereof. In the event that
any Second Priority Secured Party becomes a judgment lien creditor in respect of Collateral as a
result of its enforcement of its rights as an unsecured creditor in respect of the Second Priority
Claims, such judgment lien shall be subject to the terms of this Agreement (including in relation
to the First Priority Liens and the First Priority Claims and including in relation to the Second
Priority Liens and Second Priority Claims) to the same extent as the other Liens securing the
Second Priority Claims (created pursuant to the Second Priority Collateral Documents) are subject
to the terms of this Agreement. Nothing in this Agreement modifies any right or remedy the holders
of First Priority Claims or, after the Discharge of First Priority Claims has occurred, the holders
of Second Priority Claims may have with respect to the Collateral.



     5.5 Bailee and Agent for Perfection. The First Priority Collateral Agent hereby
acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical
possession over Collateral pursuant to any of the First Priority Collateral Documents (any such
Collateral, as updated from time to time in accordance with the relevant Collateral Document, the
“Bailment Collateral”), such possession or control is also held as a bailee and agent for
perfection for, on behalf of and for the benefit of, the Second Priority Collateral Agent (as
collateral agent for the Second Priority Secured Parties), such bailment and agency for perfection
being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3),
8-301(a)(2) and 9-313(c) of the UCC, and in each case solely to the extent required to perfect and



20









 




enforce their security interests in such Bailment Collateral. Nothing in the preceding sentence
shall be construed to impose any duty on the First Priority Collateral Agent, the First Priority
Administrative Agent or any First Priority Secured Party (or any third party acting on their
behalf) with respect to such Bailment Collateral or provide the Second Priority Administrative
Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party with any
rights with respect to such Bailment Collateral beyond those specified in this Agreement or the
Second Priority Collateral Documents (it being understood that the First Priority Collateral
Agent’s duty under this Section 5.5 shall be limited solely to holding any such Collateral
as bailee and agent for perfection); provided that promptly following the Discharge of
First Priority Claims, the First Priority Collateral Agent (upon the written direction of the First
Priority Administrative Agent) shall deliver to the Second Priority Collateral Agent, at the
Obligors’ joint and several cost and expense, such Bailment Collateral in its possession together
with any necessary endorsements or direct and deliver such Collateral as a court of competent
jurisdiction may otherwise direct.




     Section 6. Insolvency Proceedings.



     6.1 Finance and Sale Issues.



     (a) Until the Discharge of First Priority Claims has occurred, if any Obligor shall be subject
to any Insolvency Proceeding and the First Priority Administrative Agent shall desire to permit the
use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) under
Section 363 of the Bankruptcy Code (“Use of Cash Collateral”) or to permit an Obligor to
obtain financing, whether from the First Priority Secured Parties, any other Person, or any
combination thereof, under Section 364 of the Bankruptcy Code (“DIP Financing”), then each
of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that (i) it shall not be entitled to
raise (and will not raise), but instead shall be deemed to have otherwise irrevocably, absolutely,
and unconditionally waived any right to raise, any objection to such Use of Cash Collateral or DIP
Financing (and instead will be deemed to have consented to such Use of Cash Collateral or DIP
Financing), (ii) it shall not be entitled to request (and will not request) adequate protection or
any other relief in connection therewith (except as expressly agreed by the First Priority
Administrative Agent or to the extent permitted by Section 6.2), and (iii) to the extent
the First Priority Liens are junior in priority to or pari passu with Liens granted in
connection with such Use of Cash Collateral or such DIP Financing (including adequate protection
Liens), the Second Priority Liens in the Collateral shall be maintained as junior in priority to
the First Priority Liens as contemplated hereunder and to such Liens granted in connection with
such Use of Cash Collateral or such DIP Financing on the same basis as the Second Priority Liens
are junior in priority to First Priority Liens under this Agreement. Without limiting the other
provisions of this Agreement, nothing in this Section 6.1(a) is intended to limit the ability of
the First Priority Secured Parties or the Second Priority Secured Parties to participate in,
support, or object to any Use of Cash Collateral or DIP Financing that does not involve the
Collateral. Each of the Lenders (as defined in the Second Priority Credit Agreement) agrees that
none of them shall offer to provide, administer or syndicate any DIP Financing to any Obligor
unless (i) the



21









 




application of the proceeds of such DIP Financing would result in the Discharge of the First
Priority Claims or (ii) consented to by the First Priority Administrative Agent.




     (b) Until the Discharge of First Priority Claims has occurred, the Second Priority Secured
Parties, in any Insolvency Proceeding, shall not be entitled to oppose (and shall not oppose) (1)
any sale or disposition of any assets of any of the Obligors, or (2) any procedure governing sale
or disposition of any assets of any of the Obligors, in each case that is supported by the First
Priority Administrative Agent, and the Second Priority Secured Parties will be deemed to have
consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and in
each case any motion in support hereof), supported by such First Priority Secured Parties and to
have released (and to have consented to the release of) their Liens in such assets so long as and
to the extent that (i) the First Priority Secured Parties shall have likewise released their Liens
and (ii) the First Priority Liens and the Second Priority Liens shall attach to the proceeds of any
Collateral sold or disposed of in the priorities set forth herein. For the avoidance of doubt, and
without limitation of the generality of the foregoing, in any Insolvency Proceeding, the Second
Priority Secured Parties irrevocably waive any right to object to any sale, or any procedure for
sale, or any motion for sale or for bid procedures regarding the sale, of any Collateral under
Section 363 of the Bankruptcy Code on the grounds of inadequate time for marketing of such asset,
inopportune time for sale of such asset (based on market conditions or otherwise), inadequate
purchase price/value to be received for such asset, or any expense reimbursement, break-up fee or
other condition or covenant contained in any stalking horse bid for such asset.



     6.2 Adequate Protection. If and only if directed to do so by Second Priority Secured
Parties holding at least a majority of the principal amount of the Second Priority Claims, the
Second Priority Administrative Agent or the Second Priority Collateral Agent, on behalf of itself
and the Second Priority Secured Parties, may seek or request adequate protection in the form of a
Lien on any additional collateral as to which the First Priority Secured Parties have received
adequate protection in the form of a Lien (including by way of objecting to any DIP Financing that
does not provide for such Lien), which Lien will be junior in priority to the First Priority Liens
(including any adequate protection Lien in favor of the First Priority Secured Parties) and any
Lien securing such DIP Financing (and all Obligations relating thereto) on the same basis as the
other Liens securing the Second Priority Claims are junior in priority to the First Priority Liens
under this Agreement and subject in all respects to the release obligations set forth in this
Agreement, including in Section 5.1 and Section 6.1 hereof. If the Second Priority
Secured Parties are granted post-petition interest and/or adequate protection payments in an
Insolvency Proceeding (“Junior Priority Bankruptcy Payments”), such amounts shall
be deemed Collateral, shall be turned over to the First Priority Collateral Agent in accordance
with Section 4.2 hereof (or, following the Discharge of First Priority Claims and prior to
the Discharge of Second Priority Claims, to the Second Priority Collateral Agent) and shall be
applied according to the terms thereof (regardless of whether or not any order of a bankruptcy
court authorizing and/or directing any Junior Priority Bankruptcy Payments shall expressly provide
for such direct payment to the First Priority Collateral Agent or the Second Priority Collateral
Agent, as applicable).



22









 





     6.3 No Waiver. Subject to Section 3.1(a), nothing contained herein shall
prohibit or in any way limit the First Priority Collateral Agent, the First Priority Administrative
Agent or any other First Priority Secured Party from objecting in any Insolvency Proceeding or
otherwise to any action taken by any Second Priority Secured Party, including the seeking by any
Second Priority Secured Party of adequate protection or the asserting by any Second Priority
Secured Party of any of its rights and remedies under the Second Priority Documents or otherwise.
Subject to Section 3.1(a), following the Discharge of First Priority Claims, nothing
contained herein shall prohibit or in any way limit the Second Priority Administrative Agent, the
Second Priority Collateral Agent or any other Second Priority Secured Party from objecting in any
Insolvency Proceeding.



     6.4 Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any
payment with respect to the First Priority Claims previously made shall be rescinded for any reason
whatsoever (including an order or judgment for disgorgement of a preference under the Bankruptcy
Code, or any similar law) (a “Recovery”), then the First Priority Claims shall be
reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to
such Recovery, this Agreement shall be reinstated in full force and effect, and such prior
termination shall not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto from such date of reinstatement. If any Second Priority Secured Party is
required in any Insolvency Proceeding or otherwise to turn over any Recovery, then the Second
Priority Claims shall be reinstated to the extent of such Recovery. If this Agreement shall have
been terminated prior to such Recovery, this Agreement shall be reinstated in full force and
effect, and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of the parties hereto from such date of reinstatement.



     6.5 Post-Petition Interest. No Second Priority Secured Party shall oppose or seek to
challenge any claim by the First Priority Collateral Agent, the First Priority Administrative Agent
or any other First Priority Secured Party for allowance or payment in any Insolvency Proceeding of
the First Priority Claims consisting of post-petition interest, fees or expenses to the extent of
the value of any First Priority Lien on the Collateral, without regard to the existence of the
Second Priority Liens on the Collateral, such value to be determined without regard to the
existence of the Second Priority Liens on the Collateral.



     6.6 Separate Grants of Security and Separate Classification. Each of the First
Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the
other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the
Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured
Parties, acknowledge and agree that:



     (a) the grants of Liens pursuant to the First Priority Collateral Documents and the Second
Priority Collateral Documents constitute two separate and distinct grants of Liens; and



     (b) because of, among other things, their differing rights in the Collateral, the First
Priority Claims and the Second Priority Claims are fundamentally different from one another and



23









 



must be separately classified in any Plan of Reorganization proposed or confirmed in an
Insolvency Proceeding.



To further effectuate the intent of the parties as provided in the immediately preceding sentence,
if it is held that, contrary to the intention of the parties, the claims of the First Priority
Secured Parties and/or the Second Priority Secured Parties in respect of the Collateral constitute
only one secured claim (rather than separate classes of first priority and second priority secured
claims), then (i) each of the parties hereto hereby acknowledges and agrees that, subject to
Sections 2.1 and 4.1, all distributions shall be made as if there were separate
classes of first priority and second priority secured claims against the Obligors in respect of the
Collateral and (ii) the First Priority Secured Parties shall be entitled to receive, in addition to
amounts distributed to them in respect of principal, pre-petition interest and other claims, all
amounts owing in respect of post-petition interest, including any additional interest payable
pursuant to the First Priority Documents, arising from or related to a default, which is disallowed
as a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the First
Priority Collateral Agent’s and the First Priority Administrative Agent’s respective attorneys,
financial consultants, and other agents) before any distribution is made in respect of or by virtue
of the Second Priority Liens, with each of the Second Priority Collateral Agent and the Second
Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties,
hereby acknowledging and agreeing to turn over to the First Priority Collateral Agent amounts
otherwise received or receivable by them in respect of or by virtue of the Second Priority Liens to
the extent necessary to effectuate the intent of this sentence, even if such turnover has the
effect of reducing the claim or recovery of the Second Priority Secured Parties.




     6.7 Voting for Plan of Reorganization. The First Priority Secured Parties and the
Second Priority Secured Parties, in each case in such capacity, shall be entitled to vote to accept
or reject any Plan of Reorganization in connection with any Insolvency Proceeding so long as such
Plan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote to
reject any such Plan of Reorganization that is a Non-Conforming Plan of Reorganization;
provided that each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees
that none of the Second Priority Secured Parties, in such capacity, shall be entitled to take any
action or vote in any way that supports any Non-Conforming Plan of Reorganization or to object to a
Plan of Reorganization to which the requisite holders of First Priority Claims have consented on
the grounds that any sale of Collateral thereunder or pursuant thereto is for inadequate
consideration, or that the sale process in respect thereof was inadequate. Without limiting the
generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and
any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization
by any Second Priority Secured Party, in such capacity, shall be inconsistent with and accordingly,
a violation of the terms of this Agreement, and the First Priority Administrative Agent shall be
entitled (and hereby authorized by the Second Priority Secured Parties) to have any such vote to
accept a Non-Conforming Plan of Reorganization changed and any such support of any such
Non-Conforming Plan of Reorganization withdrawn.



     6.8 X Clause. Notwithstanding Section 4.2 hereof or any other provision of
this Agreement, regardless of whether a Discharge of First Priority Claims shall occur in
connection



24









 




with a confirmed Plan of Reorganization, the Second Priority Secured Parties shall be permitted to
receive or retain any debt or equity securities or other obligations of the Obligors to be
distributed to them under any such confirmed Plan of Reorganization on account of or otherwise by
virtue of the Second Priority Liens on the Collateral (collectively, a “Plan
Distribution”), so long as (i) any lien granted on the Collateral (or any other assets of an
Obligor) to secure such Plan Distributions shall be junior in priority to any liens granted to
secure any Plan Distribution to the First Priority Secured Parties under any such Plan of
Reorganization on account of the First Priority Liens to the same extent as the Second Priority
Liens are junior in priority to the First Priority Liens on the Collateral hereunder and such liens
shall otherwise be subject to the terms and conditions of this Agreement (or an analogous
agreement), and (ii) any Plan Distribution received by a Second Priority Secured Party shall not be
entitled to receive cash interest (but may accrue interest or contain pay-in-kind interest), any
Plan Distribution may not be subject to amortization, redemption or other principal or preference
paydown, in each case prior to the Discharge of First Priority Claims (including by way of full
payment of any Plan Distribution received by the First Priority Secured Parties); provided,
however, that, absent a Discharge of the First Priority Claims, any Plan Distribution received by a
Second Priority Secured Party under a Plan of Reorganization which the class of First Priority
Claims has voted to reject (and which was implemented despite such rejection), or which does not
satisfy the criteria set forth in clauses (i) and (ii) above, shall be turned over to the First
Priority Administrative Agent in accordance with Section 4.2.




     6.9 Determination of Distributions on Account of Lien on Collateral. For the purposes
of this Agreement, including for the purposes of
Sections 4.2, 5.4, and 6.8 hereof,
there shall be a presumption that any distribution to or for the benefit of the Second Priority
Secured Parties under any Plan of Reorganization for any Obligor shall be on account of or by
virtue of the Second Priority Liens on the Collateral. Each of the Second Priority Collateral Agent
and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority
Secured Parties, shall have the burden of rebutting that presumption, and of proving the portion
(if any) of any distribution under any Plan of Reorganization to, or for the benefit of, the Second
Priority Secured Parties that does not consist of proceeds of (or is not otherwise on account of or
by virtue of) such Lien on the Collateral, in each case by clear and convincing evidence.



     6.10 Plan of Reorganization. Neither the Second Priority Administrative Agent nor any
other Second Priority Secured Party will sponsor, fund or otherwise facilitate, or support or vote
in favor of in an Insolvency Proceeding, any Plan of Reorganization that does not contemplate the
payment in full, in cash of the First Priority Claims upon the effective date of such Plan of
Reorganization unless the First Lien Administrative Agent shall have otherwise consented. Neither
the Second Priority Administrative Agent nor any other Second Priority Secured Party will raise or
support any objection to any Plan of Reorganization on the basis that the rate of interest payable
on any Plan Distribution to the First Priority Secured Parties is excessive or over-compensatory.



     6.11 Turnover Provisions. If, in connection with an Insolvency Proceeding, a First
Lien Deficiency Claim exists and any Second Priority Secured Party receives a distribution (whether
in cash or in-kind) solely on account of its Second Lien Deficiency Claim out of property not
constituting Collateral or otherwise not subject to Section 4.2, Section 6.2 or Section 6.8 of the
Intercreditor Agreement (such amount, the “Turnover Proceeds”), then such



25









 




Second Priority Secured Party’s interest in such Turnover Proceeds shall be subject and subordinate
to the First Lien Deficiency Claim until such First Lien Deficiency Claim shall have been paid in
full, and, subject to the immediately following proviso, such Second Priority Secured Party shall
segregate and hold in trust such Turnover Proceeds for the benefit of the First Priority Secured
Parties and shall forthwith pay over such Turnover Proceeds in the form received to the First
Priority Administrative Agent for application to the First Lien Deficiency Claim until the First
Lien Deficiency Claim shall have been paid in full; provided that, to the extent, and only to the
extent, required by the last paragraph of Section 4.09 of the Senior Note Documents, each Second
Priority Secured Party hereby agrees that (i) its Second Lien Deficiency Claim shall be subject and
subordinate to the Senior Note Obligations to the extent and in the same manner as its Second Lien
Deficiency Claim is subject and subordinate to the First Lien Deficiency Claim under this
paragraph, (ii) it shall, subject to the preceding provisions of this paragraph, segregate and hold
in trust Turnover Proceeds for the benefit of the holders of the Senior Note Obligations and (iii)
it shall, subject to the preceding provisions of this paragraph, forthwith pay over Turnover
Proceeds in the form received to the trustee(s) under the Senior Note Documents. The First Lien
Secured Parties and the Second Lien Secured Parties agree that the foregoing shall not be deemed to
restrict the Second Priority Secured Parties from acquiring or repaying and discharging in full
(other than out of Turnover Proceeds) the First Lien Deficiency Claim. For the avoidance of doubt,
nothing in this paragraph shall otherwise impact the rights of the First Priority Secured Parties
or the Second Priority Secured Parties to the Collateral, the proceeds of Collateral or any
property or distribution contemplated by Section 4.2, Section 6.2 or Section 6.8 above.




     Section 7. Reliance; Waivers; etc.



     7.1 Reliance. Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the Second Priority Secured Parties, acknowledges
that the Second Priority Secured Parties have, independently and without reliance on the First
Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority
Secured Party, and based on documents and information deemed by them appropriate, made their own
credit analysis and decision to enter into the Second Priority Credit Agreement, any other
applicable Second Priority Document, this Agreement and the transactions contemplated hereby and
thereby and they will continue to make their own credit decisions in taking or not taking any
action under the Second Priority Credit Agreement, any such other Second Priority Document or this
Agreement.



     7.2 No Warranties or Liability. Each of the Second Priority Collateral Agent and the
Second Priority Administrative Agent, on behalf of itself and the Second Priority Secured Parties,
acknowledges and agrees that each of the First Priority Collateral Agent, the First Priority
Administrative Agent and the other holders of First Priority Claims have made no express or implied
representation or warranty, including with respect to the execution, validity, legality,
completeness, collectibility or enforceability of any of the First Priority Documents or the
ownership of any Collateral or the perfection or priority of any Lien thereon. The holders of First
Priority Claims will be entitled to manage and supervise their respective loans and extensions of
credit to the Obligors in accordance with applicable law and as they may otherwise, in their sole
discretion, deem appropriate, and the holders of First Priority Claims may manage



26









 




their loans and extensions of credit without regard to any right or interest that any Second
Priority Secured Party may have in the Collateral or otherwise, except as otherwise provided in
this Agreement. None of the First Priority Collateral Agent, the First Priority Administrative
Agent or any other First Priority Secured Party shall have any duty to any Second Priority Secured
Party to act or refrain from acting in a manner which allows, or results in, the occurrence or
continuance of an event of default or default under any agreement with any Obligor (including the
Second Priority Documents), regardless of any knowledge thereof which they may have or be charged
with.




     7.3 No Waiver of Lien Priorities.



     (a) To the fullest extent permitted under applicable law, no right of the First Priority
Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties
or any of them to enforce any provision of this Agreement shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or
failure to act by any First Priority Secured Party, or by any noncompliance by any Person with the
terms, provisions and covenants of this Agreement or any of the First Priority Documents or the
Second Priority Documents, regardless of any knowledge thereof which the First Priority Collateral
Agent, the First Priority Administrative Agent or the other First Priority Secured Parties, or any
of them, may have or be otherwise charged with. To the fullest extent permitted under applicable
law, no right of the Second Priority Collateral Agent, the Second Priority Administrative Agent,
the other Second Priority Secured Parties or any of them to enforce any provision of this Agreement
shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of
any Obligor or by any act or failure to act by any Second Priority Secured Party, or by any
noncompliance by any Person with the terms, provisions and covenants of this Agreement or any of
the Second Priority Documents, regardless of any knowledge thereof which the Second Priority
Collateral Agent, the Second Priority Administrative Agent or the other Second Priority Secured
Parties, or any of them, may have or be otherwise charged with.



     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the
rights of the Obligors under the First Priority Documents), the First Priority Secured Parties and
any of them may, to the fullest extent permitted under applicable law, at any time and from time to
time, without the consent of, or notice to, any Second Priority Secured Party, without incurring
any liability to any Second Priority Secured Party and without impairing or releasing the lien
priorities and other benefits provided in this Agreement (even if any right of subrogation or other
right or remedy of any Second Priority Secured Party is affected, impaired or extinguished
thereby), do any one or more of the following:



     (i) make loans and advances to any Obligor or issue, guaranty or obtain letters of
credit for account of any Obligor or otherwise extend credit to any Obligor, in any amount
and on any terms, whether pursuant to a commitment or as a discretionary advance and whether
or not any default or event of default or failure of condition is then continuing;



27









 





     (ii) change the manner, place or terms of payment or change or extend the time of
payment of, or renew, exchange, amend, increase or alter, the terms of any of the First
Priority Claims or any First Priority Lien or guaranty thereof or any liability of the
Obligors, or any liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the First Priority Claims), without any restriction as to the
amount, tenor or terms of any such increase or extension or otherwise amend, renew, exchange,
extend, modify or supplement in any manner any Liens held by the holders of First Priority
Claims, the First Priority Claims or any of the First Priority Documents;



     (iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in
any manner and in any order any part of the Collateral or any liability of any Obligor to the
First Priority Secured Parties, or any liability incurred directly or indirectly in respect
thereof;



     (iv) settle or compromise any First Priority Claim or any other liability of any Obligor
or any security therefor or any liability incurred directly or indirectly in respect thereof
and apply any sum by whomsoever paid and however realized to any liability (including the
First Priority Claims) in any manner or order; and



     (v) exercise or delay in or refrain from exercising any right or remedy against any
Obligor or any security or any other Person, elect any remedy and otherwise deal freely with
the Obligors and the Collateral and any security or any liability of any Obligor to the
holders of First Priority Claims or any liability incurred directly or indirectly in respect
thereof.



     (c) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, also
agrees, to the fullest extent permitted under applicable law, that no First Priority Secured Party
shall have any liability to any of them, and each of them, to the fullest extent permitted under
applicable law, hereby waives any claim against any First Priority Secured Party, arising out of
any action which such holders of First Priority Claims may take or permit or omit to take with
respect to the foreclosure upon, or sale, liquidation or other disposition of, the Collateral. Each
of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that none of the First Priority
Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party
shall have any duty to them, express or implied, fiduciary or otherwise, in respect of the
maintenance or preservation of the Collateral, the First Priority Claims or otherwise.



     (d) Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees not
to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request,
plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisal,



28









 




valuation or other similar right that may otherwise be available under applicable law or any other
similar right a junior secured creditor may have under applicable law.




     7.4 Obligations Unconditional. All rights, interests, agreements and obligations of
the First Priority Secured Parties and the Second Priority Secured Parties hereunder shall remain
in full force and effect irrespective of:



     (a) any lack of validity or enforceability of any First Priority Document or Second Priority
Document or any setting aside or avoidance of any First Priority Lien or Second Priority Lien;



     (b) any change in the time, manner or place of payment of, or in any other terms of, any First
Priority Claim or Second Priority Claim, or any amendment or waiver or other modification,
including any increase in the amount thereof, whether by course of conduct or otherwise, of the
terms of the First Priority Documents or the Second Priority Documents;



     (c) any exchange of any security interest in any Collateral or any other collateral, or any
amendment, waiver or other modification, whether in writing or by course of conduct or otherwise,
of any First Priority Claim or Second Priority Claim or any guarantee thereof;



     (d) the commencement of any Insolvency Proceeding in respect of any Obligor; or



     (e) any other circumstance which otherwise might constitute a defense available to, or a
discharge of, any Obligor in respect of the First Priority Claims or Second Priority Claims or of
any First Priority Secured Party or Second Priority Secured Party in respect of this Agreement.



     Section 8. Miscellaneous.



     8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the
provisions of the First Priority Documents and the Second Priority Documents, the provisions of
this Agreement shall govern and control.



     8.2 Continuing Nature of this Agreement. This Agreement shall continue to be effective
until the Discharge of First Priority Claims shall have occurred. This is a continuing agreement of
lien priority. Each of the Second Priority Collateral Agent and the Second Priority Administrative
Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably,
absolutely, and unconditionally waives any right it may have under applicable law to revoke this
Agreement or any provisions hereof.



     8.3 Amendments; Waivers. No amendment, modification or waiver of any provision of this
Agreement shall be deemed to be made unless the same shall be in writing signed by the First
Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority Collateral
Agent and the Second Priority Administrative Agent and, subject to the immediately



29









 




following sentence, each Obligor and each waiver, if any, shall be a waiver only with respect to
the specific instance involved and shall in no way impair the rights of the parties making such
waiver or the obligations of the other parties to such party in any other respect or at any other
time. Notwithstanding the foregoing, no Obligor shall have any right to consent to or approve any
amendment, modification or waiver of any provision of this Agreement except to the extent its
rights are directly affected (which includes any amendment to such Obligor’s ability to cause
additional obligations to constitute First Priority Claims or Second Priority Claims as such
Obligor may designate).




     8.4 Information Concerning Financial Condition of the Obligors and their
Subsidiaries.



     (a) Each of the First Priority Secured Parties and the Second Priority Secured Parties, as
separate groups of secured creditors, shall be responsible for keeping themselves informed of (i)
the financial condition of the Obligors and their Subsidiaries and all endorsers and/or guarantors
of the First Priority Claims or the Second Priority Claims and (ii) all other circumstances bearing
upon the risk of nonpayment of the First Priority Claims or the Second Priority Claims.



     (b) None of the First Priority Collateral Agent, the First Priority Administrative Agent or
any other First Priority Secured Party shall have any duty to advise the Second Priority Collateral
Agent, the Second Priority Administrative Agent or any other Second Priority Secured Party of
information known to it or them regarding such condition or any such circumstance or otherwise. In
the event the First Priority Collateral Agent or the First Priority Administrative Agent or any
other First Priority Secured Party undertakes at any time or from time to time to provide any such
information to any Second Priority Secured Party, it or they shall be under no obligation (i) to
provide any additional information or to provide any such information on any subsequent occasion,
(ii) to undertake any investigation or (iii) to disclose any information which, pursuant to
accepted or reasonable commercial finance practices, such party wishes to maintain confidential.



     8.5 Certain Successors. Each successor First Priority Collateral Agent and Second
Priority Collateral Agent shall execute and deliver a counterpart of and become a party to this
Agreement (but the failure to execute such counterpart shall not diminish such Person’s obligations
under this Agreement).



     8.6 Application of Payments. All payments received by the holders of First Priority
Claims may be applied, reversed and reapplied, in whole or in part, to such part of the First
Priority Claims as the holders of First Priority Claims, in their sole discretion, deem
appropriate. Following the Discharge of First Priority Claims and until the Discharge of Second
Priority Claims has occurred, all payments received by the holders of Second Priority Claims may be
applied, reversed and reapplied, in whole or in part, to such part of the Second Priority Claims as
the holders of Second Priority Claims, in their sole discretion, deem appropriate.



     8.7 Marshalling of Assets. Each of the Second Priority Collateral Agent and the Second
Priority Administrative Agent, on behalf of itself and the other Second Priority Secured



30









 




Parties, hereby irrevocably, absolutely, and unconditionally waives any and all rights or powers
any Second Priority Secured Party may have at any time under applicable law or otherwise to have
the Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of the
First Priority Liens or the Second Priority Liens.




     8.8 No Purchase Option in Favor of Second Priority Secured Parties. Without in any
manner limiting the other provisions of this Agreement (including as to the enforcement of the
rights, powers and/or remedies of the First Priority Collateral Agent, the First Priority
Administrative Agent or the other First Priority Secured Parties in and to the Collateral), nothing
herein is intended to grant the Second Priority Secured Parties the option to purchase the
aggregate amount (or any other portion) of the outstanding First Priority Claims, whether at par or
at any other price or under any other terms or conditions.



     8.9 Notices. (a) All notices to the First Priority Secured Parties permitted or
required under this Agreement may be sent to the First Priority Administrative Agent (with a copy
to the First Priority Collateral Agent). All notices to the Second Priority Secured Parties
permitted or required under this Agreement may be sent to the Second Priority Administrative Agent
(with a copy to the Second Priority Collateral Agent). All notices to the Obligors permitted or
required under this Agreement may be sent to the Borrower. Unless otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in writing (including
by facsimile transmission or other electronic means). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or electronic mail address as set
forth below each party’s name on the signature pages hereto, or, as to each party, at such other
address as may be designated by such party in a written notice to all of the other parties. All
such notices and other communications shall be deemed to be given or made upon the earlier to occur
of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier,
when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4)
Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when
delivered. In no event shall a voice mail message be effective as a notice, communication or
confirmation hereunder.



     8.10 Further Assurances. Each of the First Priority Administrative Agent, on behalf of
itself and the other First Priority Secured Parties, the Second Priority Administrative Agent, on
behalf of itself and the other Second Priority Secured Parties, and each Obligor, agrees that each
of them shall take such further action and shall execute and deliver such additional documents and
instruments (in recordable form, if requested) as any other party may reasonably request to effect
the terms of this Agreement (including, in the case of the First Priority Administrative Agent and
the Second Priority Administrative Agent, to direct the First Priority Collateral Agent and the
Second Priority Collateral Agent to do the same). Each of Holdings and the Borrower shall cause
each of its Subsidiaries that becomes an Obligor to execute and deliver a counterpart of and become
a party to this Agreement.



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



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     8.12 Binding on Successors and Assigns; No Third Party Beneficiaries. This
Agreement shall be binding upon and inure to the benefit of the First Priority Collateral Agent,
the First Priority Administrative Agent, the other First Priority Secured Parties (including to the
benefit of any successors to the First Priority Secured Parties by virtue of any refinancing), the
Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second
Priority Secured Parties (including to the benefit of any successors to the Second Priority Secured
Parties by virtue of any refinancing), and their respective successors and assigns. No other Person
shall have or be entitled to assert rights or benefits hereunder. This Agreement shall be binding
upon the Obligors and their successors and assigns; provided that no Obligor or any successor or
assign thereof shall be entitled to enforce any provision of this Agreement (other than any
provision hereof expressly preserving any right of any Obligor under any First Priority Document or
Second Priority Document).



     8.13 Specific Performance. Each of the First Priority Collateral Agent, the First
Priority Administrative Agent, the Second Priority Collateral Agent and the Second Priority
Administrative Agent may demand specific performance of this Agreement. Each of the Second Priority
Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other
Second Priority Secured Parties, hereby irrevocably waives any defense based on the adequacy of a
remedy at law and any other defense which might be asserted to bar the remedy of specific
performance in any action which may be brought by the First Priority Collateral Agent, the First
Priority Administrative Agent or any other First Priority Secured Party (other than the defense
that the obligation for which specific performance is being sought has been performed in accordance
with this Agreement). Without limiting the generality of the foregoing or of the other provisions
of this Agreement, in seeking specific performance in any Insolvency Proceeding, the First Priority
Collateral Agent and the First Priority Administrative Agent may seek such relief as if it were the
“holder” of the claims of the Second Priority Secured Parties under Section 1126(a) of the
Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the Second
Priority Secured Parties.



     8.14 Section Titles; Time Periods. The section titles contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and are not a part of
this Agreement.



     8.15 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement
shall be effective as delivery of an original executed counterpart of this Agreement.



     8.16 Authorization. By its signature, each Person executing this Agreement on behalf
of a party hereto represents and warrants to the other parties hereto that it is duly authorized to
execute this Agreement.



     8.17 Effectiveness. This Agreement shall become effective when executed and delivered
by the parties listed below. This Agreement shall be effective both before and after the
commencement of any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding
sentence, each of the First Priority Collateral Agent and the First Priority Administrative Agent,
on behalf of itself and the other First Priority Secured Parties, and each of



32









 




the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, irrevocably acknowledges that this Agreement
constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a)
of the Bankruptcy Code. All references to any Obligor shall include any Obligor as debtor and
debtor-in-possession and any receiver or trustee for such Obligor (as the case may be) in any
Insolvency Proceeding.




     8.18 Provisions Solely to Define Relative Rights. The provisions of this Agreement are
and are intended solely for the purpose of defining the relative rights of the First Priority
Secured Parties and the Second Priority Secured Parties as separate groups of secured creditors.
Neither the Borrower nor any other Obligor (including any Guarantor) or any other creditor thereof
shall have any right hereunder. Nothing in this Agreement is intended to or shall impair the
obligations of the Borrower or any other Obligor, which are absolute and unconditional, to pay the
First Priority Claims and the Second Priority Claims as and when the same shall become due and
payable in accordance with their terms. Each provision hereunder applicable to the First Priority
Secured Parties and the Second Priority Secured Parties shall be applicable to, and binding upon
them, solely in their respective capacities as such.



     8.19 Exclusive Means of Exercising Rights under this Agreement. The First Priority
Secured Parties shall be deemed to have irrevocably appointed the First Priority Administrative
Agent as their exclusive agent hereunder. The Second Priority Secured Parties shall be deemed to
have irrevocably appointed the Second Priority Administrative Agent as their exclusive agent
hereunder. Consistent with such appointment, (a) the First Priority Secured Parties further shall
be deemed to have agreed that only the First Priority Administrative Agent (and not any individual
claimholder or group of claimholders) as agent for the First Priority Secured Parties, or any of
the First Priority Administrative Agent’s agents (including the First Priority Collateral Agent)
shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in
connection with this Agreement (including bringing any action to interpret or otherwise enforce the
provisions of this Agreement); provided that (i) First Priority Secured Parties holding obligations
in respect to obligations in respect of hedging agreements may exercise customary netting rights
with respect thereto, (ii) cash collateral may be held pursuant to the terms of the First Priority
Documents (including any relating to hedging agreements) and any such individual First Priority
Secured Party may act against such cash collateral, and (iii) First Priority Secured Parties may
exercise customary rights of setoff against depository or other accounts maintained with them; and
(b) the Second Priority Secured Parties further shall be deemed to have agreed that only the Second
Priority Administrative Agent (and not any individual claimholder or group of claimholders), as the
agent of the Second Priority Secured Parties, or any of the Second Priority Administrative Agent’s
agents (including the Second Priority Collateral Agent) shall have the right on their behalf to
exercise any rights, powers, and/or remedies under or in connection with this Agreement (including
bringing any action to interpret or otherwise enforce the provisions of this Agreement).
Specifically, but without limiting the generality of the foregoing, each First Priority Secured
Party or group of First Priority Secured Parties and each Second Priority Secured Party or group of
Second Priority Secured Parties shall not be entitled to take or file, but instead shall be
precluded from taking or filing (whether in any Insolvency Proceeding or otherwise), any action,
judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement
(including any declaratory judgment or other action to



33









 




interpret or otherwise enforce the provisions of this Agreement), except solely as provided in the
proviso in the immediately preceding sentence.




     8.20 Right of First Priority Collateral Agent to Continue. Any Person serving as First
Priority Collateral Agent shall be entitled to continue, including to continue to perform his, her
or its rights, obligations and duties, as the First Priority Collateral Agent, notwithstanding
whether any such Person has served or is serving as the Second Priority Collateral Agent. Without
limiting the generality of the preceding sentence of this Section 8.20, any Person serving
as First Priority Collateral Agent shall be entitled to continue to so serve in such capacity
(including to continue to perform any of such First Priority Collateral Agent’s rights,
obligations, and/or duties) even if any such Person has resigned as the Second Priority Collateral
Agent, but such resignation has not become effective for any reason, including because a successor
Second Priority Collateral Agent has not been appointed or has accepted such appointment, without
any liability to any of the Second Priority Secured Parties by virtue of any such resignation and
any of the circumstances relating in any manner whatsoever to such resignation.



     8.21 Interpretation. This Agreement is a product of negotiations among representatives
of, and has been reviewed by counsel to, each of the First Priority Collateral Agent, the Second
Priority Collateral Agent, the First Priority Administrative Agent, the Second Priority
Administrative Agent and each Obligor and is the product of those Persons on behalf of themselves
and the First Priority Secured Parties (in the case of the First Priority Administrative Agent) and
the Second Priority Secured Parties (in the case of the Second Priority Administrative Agent).
Accordingly, this Agreement’s provisions shall not be construed against, or in favor of, any party
or other Person merely by virtue of the extent of that party or other Person’s involvement, or lack
of involvement, in the preparation of this Agreement and of any of its specific provisions.



     8.22 Forum Selection and Consent to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING
ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY
HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED
THERETO.



     8.23 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL



34









 




TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT
ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.23
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.




     8.24 Bond Conversion Offer. Notwithstanding anything to the contrary set forth herein,
on and after the Consummation Date, (i) any references to the Second Priority Credit Agreement
shall be replaced by the trust indenture entered into by the Borrower on the Consummation Date and
(ii) this Agreement shall be automatically amended mutatis mutandis to reflect the continuation or
replacement of the second priority liens of the lenders under the Second Priority Credit Agreement
with the second priority liens of the trustee on behalf of the bondholders under the trust
indenture entered into by the Borrower on the Consummation Date.



     8.25 No Contest. Each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees
that none of them shall contest, in an Insolvency Proceeding or otherwise, the enforceability of
any provision of this Agreement.



[Signature Pages Follow]





35











 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.



	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, as First

Priority Collateral Agent

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans  	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	
/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 
	 	UBS AG, STAMFORD BRANCH, as First

Priority Administrative Agent

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	
/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director
Banking Products Services, US 	 
	 



[Additional Signature Pages Follow]




 









 











	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Second Priority Administrative Agent 

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

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Second Priority Collateral Agent

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




 









 









     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.



	 	 	 	 	 
	 	Obligors:



TRAVELPORT LLC, as the Borrower

 	 
	 	By:  	/s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	
TRAVELPORT LIMITED, as Holdings

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

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

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





 









 








	 	 	 	 	 
	 	TRAVELPORT INC. 

GALILEO TECHNOLOGIES LLC 

GTA NORTH AMERICA, INC.

OWW2, LLC

TRAVEL INDUSTRIES, INC. 

TRAVELPORT HOLDINGS, INC. 

TRAVELPORT HOLDINGS, LLC

TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.

WORLDSPAN LLC

WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC

WORLDSPAN IJET HOLDINGS, LLC

WORLDSPAN OPENTABLE HOLDINGS, LLC

WORLDSPAN S.A. HOLDINGS II, L.L.C. 

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC

WORLDSPAN STOREMAKER HOLDINGS, LLC

WORLDSPAN TECHNOLOGIES INC. 

WORLDSPAN VIATOR HOLDINGS, LLC

WORLDSPAN XOL LLC 

WS FINANCING CORP.

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



 	 
	 
	 	TRAVELPORT, LP

BY: TRAVELPORT HOLDINGS, LLC, as General Partner	 
	 	 	 
	 	By:  	                    /s/ Rochelle J. Boas
 	 
	 	 	Name:  	Rochelle J. Boas 	 
	 	 	Title:  	Senior Vice President and 
Secretary of
Travelport Holdings, LLC, as
 General
Partner