Exhibit 10.1
AMENDMENT NO. 2 TO CREDIT AGREEMENT
Amendment No. 2, dated as of November 25, 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 (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"), UBS AG, Stamford Branch, as
Administrative Agent (the "Administrative Agent") and as Collateral Agent, L/C
Issuer and Swing Line Lender, each lender from time to time party thereto
(collectively, the "Lenders" and individually, a "Lender") and the other agents
and arrangers named therein.
Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Section 10.01 of the Credit Agreement permits the Borrower and the
Required Lenders to enter into amendments or waivers to the Credit Agreement;
and
WHEREAS, the Required Lenders and the Borrower desire to amend the Credit
Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the promises and covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
SECTION 1.
AMENDMENTS
(A)
THE DEFINITION OF "DEFAULTING LENDER" IN SECTION 1.01 OF THE
CREDIT AGREEMENT IS HEREBY REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:
""DEFAULTING LENDER" SHALL MEAN ANY LENDER, AS DETERMINED BY THE ADMINISTRATIVE
AGENT, THAT (A) HAS FAILED TO FUND ANY PORTION OF ITS LOANS OR PARTICIPATIONS IN
REVOLVING L/C OBLIGATIONS OR SWING LINE OBLIGATIONS REQUIRED TO BE FUNDED BY IT
HEREUNDER WITHIN ONE (1) BUSINESS DAY OF THE DATE REQUIRED TO BE FUNDED BY IT
HEREUNDER, (B) HAS NOTIFIED THE ADMINISTRATIVE AGENT, THE APPLICABLE REVOLVING
L/C ISSUER, THE SWING LINE LENDER, ANY LENDER AND/OR THE BORROWER IN WRITING
THAT IT DOES NOT INTEND TO COMPLY WITH ANY OF ITS FUNDING OBLIGATIONS UNDER THIS
AGREEMENT OR HAS MADE A PUBLIC STATEMENT TO THE EFFECT THAT IT DOES NOT INTEND
TO COMPLY WITH ITS FUNDING OBLIGATIONS UNDER THIS AGREEMENT OR UNDER OTHER
AGREEMENTS IN WHICH IT COMMITS TO EXTEND CREDIT, (C) HAS FAILED, WITHIN THREE
(3) BUSINESS DAYS AFTER REQUEST BY THE ADMINISTRATIVE AGENT, TO CONFIRM THAT IT
WILL COMPLY WITH THE TERMS OF THIS AGREEMENT RELATING TO ITS OBLIGATIONS TO FUND
PROSPECTIVE LOANS AND PARTICIPATIONS IN THEN OUTSTANDING REVOLVING LETTERS OF
CREDIT AND SWING LINE LOANS, (D) HAS OTHERWISE FAILED TO PAY OVER TO THE
ADMINISTRATIVE AGENT OR ANY OTHER LENDER ANY OTHER AMOUNT REQUIRED TO BE PAID BY
IT HEREUNDER WITHIN THREE (3) BUSINESS DAYS OF THE DATE WHEN DUE, UNLESS THE
SUBJECT OF A GOOD FAITH DISPUTE, OR (E) IN THE CASE OF A LENDER THAT HAS A
COMMITMENT, REVOLVING L/C