Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1, dated as of June 19, 2009 (this "Amendment"), to the Second
Amended and Restated Credit Agreement dated as of August 23, 2006, as amended
and restated on January 29, 2007, and as further amended and restated on May 23,
2007 (the
"Credit Agreement"), among TRAVELPORT LLC, a Delaware limited
liability company (the "Borrower"), TRAVELPORT LIMITED, a company incorporated
under the laws of Bermuda ("Holdings"), UBS AG, STAMFORD BRANCH, as
Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, the
lenders party thereto, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent,
and the other parties thereto.
A.
SECTION 2.14 OF THE CREDIT AGREEMENT PERMITS THE BORROWER TO
REQUEST THE ESTABLISHMENT OF ONE OR MORE ADDITIONAL TRANCHES OF TERM LOANS UNDER
THE CREDIT AGREEMENT.
B.
THE BORROWER HAS REQUESTED, BY NOTICE PROVIDED UNDER SECTION 2.14
OF THE CREDIT AGREEMENT, THE INCREMENTAL TERM LOANS C (AS DEFINED BELOW), THE
PROCEEDS OF WHICH WILL BE USED BY THE BORROWER FOR GENERAL CORPORATE PURPOSES
AND ANY OTHER PURPOSE PERMITTED UNDER THE CREDIT AGREEMENT AND THE SENIOR NOTES
INDENTURE AND THE SENIOR SUBORDINATED NOTES INDENTURE (EACH AS DEFINED BELOW).
C.
EACH OF THE PERSONS SET FORTH ON SCHEDULE 1 HERETO (AN
"INCREMENTAL TERM LOAN C LENDER") IS WILLING TO PROVIDE AN INCREMENTAL TERM LOAN
C, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1.
CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS AMENDMENT HAVE THE
MEANINGS ASSIGNED THERETO IN THE CREDIT AGREEMENT (WHERE THE CONTEXT SO
REQUIRES, AFTER GIVING EFFECT HERETO).
THE PROVISIONS OF SECTION 1.02 OF THE
CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.
SECTION 2.
INCREMENTAL TERM LOANS C.
(A)
SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH HEREIN AND IN THE CREDIT AGREEMENT, EACH INCREMENTAL TERM LOAN C
LENDER SEVERALLY AGREES TO MAKE, ON THE INCREMENTAL TERM LOAN C FACILITY
EFFECTIVE DATE, TO THE BORROWER A SINGLE LOAN DENOMINATED IN DOLLARS IN A DOLLAR
AMOUNT EQUAL TO SUCH INCREMENTAL TERM LOAN C LENDER'S INCREMENTAL TERM LOAN C
COMMITMENT; PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN OR IN THE CREDIT AGREEMENT (AND WITHOUT AFFECTING ANY OTHER PROVISION
HEREOF OR THEREOF), THE FUNDED PORTION OF EACH INCREMENTAL TERM LOAN C TO BE
MADE ON THE INCREMENTAL TERM LOAN C FACILITY EFFECTIVE DATE (I.E., THE AMOUNT
ADVANCED IN CASH TO THE BORROWER ON SUCH DATE) SHALL BE EQUAL TO 96.00% OF THE
PRINCIPAL AMOUNT OF SUCH INCREMENTAL TERM LOAN C (IT BEING AGREED THAT THE
BORROWER SHALL BE OBLIGATED TO REPAY 100.0% OF THE PRINCIPAL
AMOUNT OF SUCH INCREMENTAL TERM LOAN C AS PROVIDED HEREUNDER AND UNDER THE
CREDIT AGREEMENT).
AMOUNTS BORROWED UNDER THIS SECTION 2 AND REPAID AND PREPAID
MAY NOT BE REBORROWED.
INCREMENTAL TERM LOANS C (I) MAY BE BASE RATE LOANS OR
EUROCURRENCY RATE LOANS,