EXTENT THAT SUCH REPRESENTATIONS
AND WARRANTIES REFER TO AN EARLIER DATE (IN WHICH CASE THEY ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE).
(D)
NO DEFAULT.
NO DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 4.
REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(A)
IF AND WHEN THIS AMENDMENT BECOMES EFFECTIVE, EACH REFERENCE IN
THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF" OR WORDS OF LIKE
IMPORT REFERRING TO THE CREDIT AGREEMENT, AND EACH REFERENCE IN THE OTHER LOAN
DOCUMENTS TO "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF LIKE
IMPORT REFERRING TO THE CREDIT AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE
CREDIT AGREEMENT AS AMENDED HEREBY.
(B)
THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE GUARANTEE AND
COLLATERAL AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE TO BE
IN FULL FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SECURITY DOCUMENTS AND ALL
OF THE COLLATERAL DESCRIBED THEREIN DO AND SHALL CONTINUE TO SECURE THE PAYMENT
OF ALL OBLIGATIONS UNDER AND AS DEFINED IN THE CREDIT AGREEMENT, AS AMENDED
HEREBY.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY LENDER OR AGENT
UNDER ANY OF THE LOAN DOCUMENTS OR CONSTITUTE, EXCEPT AS EXPRESSLY SET FORTH
HEREIN, A WAIVER OR AMENDMENT OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS.
(D)
THIS AMENDMENT IS A LOAN DOCUMENT.
THE PROVISIONS OF SECTIONS
10.13 AND 10.21 OF THE CREDIT AGREEMENT SHALL APPLY WITH LIKE EFFECT TO THIS
AMENDMENT.
SECTION 5.
COUNTERPARTS.
THIS AMENDMENT AND THE CONSENT MAY
BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT
ONE AND THE SAME AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE
PAGE TO THIS AMENDMENT (OR ANY AUTHORIZATION TO EXECUTE THIS AMENDMENT) OR THE
CONSENT BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART THEREOF.
SECTION 6.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[signature pages follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
written above.
WORLDSPAN TECHNOLOGIES INC.
By:
/s/ Kevin W. Mooney
Name:
Kevin W. Mooney
Title:
Chief Financial Officer
WS HOLDINGS LLC
By:
/s/ Kevin W. Mooney
Name:
Kevin W. Mooney
Title:
Chief Financial Officer
WORLDSPAN, L.P.
By:
/s/ Kevin W. Mooney
Name:
Kevin W. Mooney
Title:
Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,
as Lender and Administrative Agent
By:
/s/ Richard C. Smith
Name:
Richard C. Smith
Title:
Vice President
Deutsche Bank AG, New York Branch,
as Lender
By:
/s/ Evelyn Thierry
Name:
Evelyn Thierry
Title:
Vice