REFINANCING THEREOF WITH THE NET CASH
PROCEEDS OF ANY INDEBTEDNESS (TO THE EXTENT SUCH INDEBTEDNESS CONSTITUTES A
PERMITTED REFINANCING AND, IF APPLICABLE, IS PERMITTED PURSUANT TO SECTION
7.03(H)), TO THE EXTENT NOT REQUIRED TO PREPAY ANY LOANS OR FACILITY PURSUANT TO
SECTION 2.05(B), OR OF ANY INDEBTEDNESS OF HOLDINGS, (II) THE CONVERSION OF ANY
JUNIOR FINANCING TO EQUITY INTERESTS (OTHER THAN DISQUALIFIED EQUITY INTERESTS)
OF HOLDINGS OR ANY OF ITS DIRECT OR INDIRECT PARENTS, (III) THE PREPAYMENT OF
INDEBTEDNESS OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO THE BORROWER OR ANY
RESTRICTED SUBSIDIARY TO THE EXTENT PERMITTED BY THE COLLATERAL DOCUMENTS AND
(IV) PREPAYMENTS, REDEMPTIONS, PURCHASES, DEFEASANCES AND OTHER PAYMENTS IN
RESPECT OF JUNIOR FINANCINGS PRIOR TO THEIR SCHEDULED MATURITY IN AN AGGREGATE
AMOUNT, TOGETHER WITH THE AGGREGATE AMOUNT OF (1) RESTRICTED PAYMENTS MADE
PURSUANT TO SECTION 7.06(I) AND (2) LOANS AND ADVANCES TO HOLDINGS MADE PURSUANT
TO SECTION 7.02(M), NOT TO EXCEED THE SUM OF (I) (X) PRIOR TO THE WORLDSPAN
CLOSING DATE, $100,000,000, AND (Y) ON AND AFTER THE WORLDSPAN CLOSING DATE,
$145,000,000, (II) THE AMOUNT OF THE NET CASH PROCEEDS OF PERMITTED EQUITY
ISSUANCES (OTHER THAN PERMITTED EQUITY ISSUANCES MADE PURSUANT TO SECTION 8.05)
MADE WITHIN EIGHTEEN (18) MONTHS PRIOR THERETO THAT ARE NOT OTHERWISE APPLIED
AND (III) IF, AS OF THE LAST DAY OF THE IMMEDIATELY PRECEDING TEST PERIOD (AFTER
GIVING PRO FORMA EFFECT TO SUCH PREPAYMENTS, REDEMPTIONS, PURCHASES, DEFEASANCES
AND OTHER PAYMENTS) THE TOTAL LEVERAGE RATIO IS 5.00:1 OR LESS, THE AMOUNT OF
CUMULATIVE EXCESS CASH FLOW THAT IS NOT OTHERWISE APPLIED.
(B)
AMEND, MODIFY OR CHANGE IN ANY MANNER MATERIALLY
ADVERSE TO THE INTERESTS OF THE LENDERS ANY TERM OR CONDITION OF ANY JUNIOR
FINANCING DOCUMENTATION WITHOUT THE CONSENT OF THE ARRANGERS.
SECTION 7.14
Equity Interests of the Borrower and Restricted
Subsidiaries.
Permit any Domestic Subsidiary that is a Restricted Subsidiary to
become a non-wholly owned Subsidiary, except to the extent such Restricted
Subsidiary continues to be a Guarantor or in connection with a sale of all of
such Restricted Subsidiary or the designation of an Unrestricted Subsidiary
pursuant to Section 6.14.
SECTION 7.15
Holding Company; Foreign Subsidiaries.
In the
case of Holdings and Intermediate Parent,
conduct, transact or otherwise engage
in any business or operations other than those incidental to (i) its ownership
of the Equity Interests of the Borrower and the Foreign Holdco or other Foreign
Subsidiaries, (ii) the maintenance of its legal existence, (iii) the performance
of the Loan Documents, the Purchase Agreement and the other agreements
contemplated by the Purchase Agreement, (iv) any public offering of its common
stock or any
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other issuance of its Equity Interests not prohibited by Article 7 or (v) any
transaction that Holdings or Intermediate Parent is permitted to enter into or
consummate under this Article 7.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.01
Events of Default.
Any of the following events
referred to in any of clauses (a) through (m) inclusive of this Section 8.01
shall constitute an "Event of