INDENTURE Dated as of April 15, 2013 Among TRAVELPORT LLC and TRAVELPORT HOLDINGS, INC., the Guarantors listed herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SENIOR FLOATING RATE NOTES DUE 2016 and 13.875% SENIOR FIXED RATE NOTES DUE 2016Indenture • April 17th, 2013 • Travelport LTD • Transportation services • New York
INDENTURE, dated as of April 15, 2013, among Travelport LLC, a Delaware limited liability company, Travelport Holdings, Inc., a Delaware corporation (collectively with Travelport LLC, the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national bank association, as Trustee.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 17th, 2013 • Travelport LTD • Transportation services • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 20, 2013, between Galileo International Technology, LLC (the “Guaranteeing Subsidiary”) and Computershare Trust Company, N.A. (as successor of The Bank of Nova Scotia Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
CREDIT AGREEMENT Dated as of September 2, 2014, Among TRAVELPORT LIMITED, as Holdings TRAVELPORT FINANCE (LUXEMBOURG) S.À R.L., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative...Credit Agreement • September 4th, 2014 • Travelport LTD • Transportation services • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of September 2, 2014, among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT FINANCE (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register under number RCS B B151012, having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of USD 180,000 (the “Borrower”), the other Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 12th, 2012 • Travelport LTD • Transportation services • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 11, 2012, among Travelport Finance Management LLC (“Management LLC”), Travelport Services LLC (“Services LLC” and, together with Management LLC, the “Guaranteeing Subsidiaries”), and Computershare Trust Company, N.A. (as successor of The Bank of Nova Scotia Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
Re: Twelfth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 (“Agreement”) between Travelport, LP, (f/k/a Travelport International, L.L.C., hereinafter “Travelport”), Travelport Global Distribution System B.V. (f/k/a Galileo...Subscriber Services Agreement • August 9th, 2011 • Travelport LTD • Transportation services
This letter constitutes a Twelfth Amendment (“Amendment”) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.
EMPLOYMENT AGREEMENT (Mark Ryan, Chief Information Officer, Travelport GDS)Employment Agreement • March 12th, 2013 • Travelport LTD • Transportation services • Georgia
EMPLOYMENT AGREEMENT (the “Agreement”) effective December 16, 2011 by and between Travelport, LP (the “Company”) and Mark Ryan (the “Executive”).
FORM OF MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Equity Units)Management Equity Award Agreement • August 28th, 2007 • Travelport LTD • Transportation services • New York
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of August , 2007 by and between TDS Investor (Cayman) L.P., a Cayman Islands limited partnership (the “Partnership”) and the executive whose name is set forth on the signature page hereto (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2011 • Travelport LTD • Transportation services • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
SEPARATION AGREEMENT by and between TRAVELPORT LIMITED and ORBITZ WORLDWIDE, INC. Dated as of July 25, 2007.Separation Agreement • July 27th, 2007 • Travelport LTD • Transportation services • New York
SEPARATION AGREEMENT, dated as of July 25, 2007, by and between ORBITZ WORLDWIDE, INC., a Delaware corporation (“OWW”), and TRAVELPORT LIMITED, a Bermuda company f/k/a TDS Investor (Bermuda) Ltd. (“Travelport”).
FORM OF MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Equity Units)Management Equity Award Agreement • August 9th, 2011 • Travelport LTD • Transportation services • Georgia
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of 2011 by and between TDS Investor (Cayman) L.P., a Cayman Islands limited partnership (the “Partnership”) and (“Executive”).
ContractTax Sharing Agreement • July 27th, 2007 • Travelport LTD • Transportation services • New York
TAX SHARING AGREEMENT (this “Agreement”), dated as of July 25, 2007, by and among Travelport Inc., a Delaware corporation (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation (“OWW”).
TRANSITION SERVICES AGREEMENT by and between TRAVELPORT INC. and ORBITZ WORLDWIDE, INC. Dated as of July 25, 2007.Transition Services Agreement • July 27th, 2007 • Travelport LTD • Transportation services • New York
This Transition Services Agreement (this “Agreement”) is by and between Travelport Inc., a Delaware corporation formerly known as B2B Newco, Inc. (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation (“OWW”). Each of Travelport and OWW is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in Section 10.18.
TRAVELPORT INTERNATIONAL LIMITED and GORDON WILSON SERVICE AGREEMENTService Agreement • June 3rd, 2011 • Travelport LTD • Transportation services
ContractTravelport LTD • January 25th, 2012 • Transportation services
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 19, 2012 (this “Instrument”), among TRAVELPORT LLC, a Delaware limited liability company, TRAVELPORT INC., a Delaware corporation (together with TRAVELPORT LLC, the “Issuer”), COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company duly organized and existing under the laws of the United States of America, as successor Trustee (the “Successor Trustee”), and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a trust company organized and existing under the laws of the State of New York (the “Resigning Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 23, 2006 As Amended and Restated on January 29, 2007 As Further Amended and Restated on May 23, 2007 among TRAVELPORT LLC (F/K/A TRAVELPORT INC.), as Borrower, TRAVELPORT LIMITED (F/K/A...Credit Agreement • May 30th, 2007 • Travelport LTD • Transportation services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of May 23, 2007, among TRAVELPORT LLC. (F/K/A TRAVELPORT INC.), a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.), a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), UBS AG, Stamford Branch as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agents.
ContractRevolving Credit Loan Modification Agreement • May 14th, 2012 • Travelport LTD • Transportation services • New York
REVOLVING CREDIT LOAN MODIFICATION AGREEMENT dated as of May 8, 2012 (this “Agreement”), relating to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010, and as further amended and restated on September 30, 2011 (the “Existing Credit Agreement” and as amended and restated in accordance with Section 2(f) below, the “Restated 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.À.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer,
MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units/Shares)Management Equity Award Agreement • December 20th, 2011 • Travelport LTD • Transportation services • Georgia
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of December , 2011 by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”) and (“Executive”).
EMPLOYMENT AGREEMENT (Kenneth Esterow, President and Chief Executive Officer, Gullivers Travel Associates)Employment Agreement • March 17th, 2010 • Travelport LTD • Transportation services • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated February 4, 2010 by and among Travelport Limited (formerly TDS Investor (Bermuda) Ltd.) (the “Company”), Kenneth Esterow (the “Executive”) and, solely with respect to Sections 7(b), 7(c) and 8 hereof, Travelport Holdings (Jersey) Limited (to be re-registered as a public limited company and renamed Travelport plc) (“Travelport plc”).
SUBSCRIBER SERVICES AGREEMENTSubscriber Services Agreement • May 9th, 2014 • Travelport LTD • Transportation services • Illinois
This Subscriber Services Agreement (“Agreement”), dated as of February 4, 2014 (the “Agreement Date”), is entered into among Orbitz Worldwide, LLC (“OWW”), a Delaware limited liability company with offices at 500 West Madison Street, Suite 1000, Chicago, Illinois 60661, Travelport, LP (“TLP”), a Delaware limited partnership with offices at 300 Galleria Parkway SE, Atlanta, Georgia USA 30339 and Travelport Global Distribution System, B.V. (“TBV”), a Netherlands company with offices at Taurusavenue 33A, 2132L2 Hoofddorp, The Netherlands (and together with TLP, referred to collectively in this Agreement as “Travelport”).
MANAGEMENT EQUITY AWARD AGREEMENT (Time-Based and Performance-Based Restricted Share Units)Management Equity Award Agreement • August 8th, 2013 • Travelport LTD • Transportation services • Georgia
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of May , 2013 by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”) and (“Executive”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 12th, 2012 • Travelport LTD • Transportation services • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 11, 2012, among Travelport Finance Management LLC (“Management LLC”), Travelport Services LLC (“Services LLC” and, together with Management LLC, the “Guaranteeing Subsidiaries”), and Computershare Trust Company, N.A. (as successor of The Bank of Nova Scotia Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006 as amended and restated as of June 26, 2013 among TRAVELPORT LLC, as Borrower, TRAVELPORT LIMITED, as Holdings, WALTONVILLE LIMITED, as Intermediate Parent, TDS INVESTOR...Credit Agreement • June 27th, 2013 • Travelport LTD • Transportation services • New York
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 26, 2013, 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.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), UBS AG, STAMFORD BRANCH, as Revolving Administrative Agent and Collateral Agent, CREDIT SUISSE AG, as Term Administrative Agent and L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Documentation Agents.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2008 • Travelport LTD • Transportation services • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
MANAGEMENT AWARD AGREEMENT (2013 Long-Term Management Incentive Program)Management Award Agreement • March 12th, 2013 • Travelport LTD • Transportation services • Georgia
THIS MANAGEMENT AWARD AGREEMENT (“Agreement”) is made as of January , 2013 by and between Travelport Limited, a Bermuda company (“Travelport”) and (“Executive”).
Re: Fourth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 (“Agreement”) between Travelport International, L.L.C., (f/k/a Galileo International, L.L.C., hereinafter “Travelport”), Travelport Global Distribution System B.V. (f/k/a...Subscriber Services Agreement • November 13th, 2009 • Travelport LTD • Transportation services
This letter constitutes a Fourth Amendment (“Amendment”) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement. The Parties have previously entered into the following amendments to the Agreement: (i) First Amendment, dated as of February 9, 2008; (ii) Second Amendment, dated as of April 4, 2008; and (iii) Third Amendment, dated as of January 23, 2009.
ContractCredit Agreement • June 27th, 2013 • Travelport LTD • Transportation services
AMENDMENT No. 2 dated as of June 26, 2013 (this “Amendment”), to the Second Lien Credit Agreement dated as of March 11, 2013 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda, TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar, TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto (collectively, the “Lenders”).
ContractTravelport LTD • March 12th, 2013 • Transportation services • New York
AMENDMENT dated as of January 28, 2013 (this “Amendment”), to the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, as further amended and restated on October 22, 2010, as further amended and restated on September 30, 2011, as further amended and restated on December 11, 2012 (as heretofore amended, 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.À.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”) and UBS AG, STAMFORD BRANCH, as Administrative Agent (“Administrative Agent”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 23, 2006 As Amended and Restated as of October 22, 2010, among TRAVELPORT LLC (F/K/A TRAVELPORT INC.), as Borrower, TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.), as Holdings,...Credit Agreement • October 26th, 2010 • Travelport LTD • Transportation services • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as amended and restated as of October 22, 2010, among TRAVELPORT LLC (F/K/A TRAVELPORT INC.), a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.), a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agents.
TRAVELPORT LLC TRAVELPORT INC. $250,000,000 9% Senior Notes due 2016 Purchase AgreementPurchase Agreement • August 18th, 2010 • Travelport LTD • Transportation services • New York
Credit Suisse Securities (USA) LLC (“Credit Suisse”), As Representative of the Several Purchasers, Eleven Madison Avenue, New York, New York 10010-3629
Re: Twenty-First Amendment to Subscriber Services Agreement, dated as of July 23, 2007 as amended (“Agreement”) between Travelport, LP, (“Travelport”), Travelport Global Distribution System B.V. (“TGDS” and, together with Travelport, collectively,...Subscriber Services Agreement • November 7th, 2013 • Travelport LTD • Transportation services
This letter constitutes a Twenty-First Amendment (“Amendment”) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.
PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. February 1, 2011 Orbitz Worldwide, LLC 500 W. Madison St., Suite 1000 Chicago,...Agreement • May 13th, 2011 • Travelport LTD • Transportation services • Illinois
THIS AGREEMENT (this “Agreement”) is entered into as of February 1, 2011 (the “Effective Date”) by and between Travelport, LP (“Travelport”) and Orbitz Worldwide, LLC (“OWW”).
SECOND AMENDMENT TO THE SEPARATION AGREEMENTThe Separation Agreement • March 12th, 2009 • Travelport LTD • Transportation services • New York
This Second Amendment (this “Amendment”), dated as of January 23, 2009, between Travelport Limited (“Travelport”) and Orbitz Worldwide, Inc. (“OWW” and together with Travelport, the “Parties”) is entered into to amend the Separation Agreement, dated as of July 25, 2007, between the Parties (as amended by the First Amendment thereto dated May 5, 2008, the “Separation Agreement”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Separation Agreement unless herein defined.
Re: Sixteenth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 (“Agreement”) between Travelport, LP, (“Travelport”), Travelport Global Distribution System B.V. (“TGDS” and, together with Travelport, collectively, “Galileo”) and...Subscriber Services Agreement • March 22nd, 2012 • Travelport LTD • Transportation services
This letter constitutes a Sixteenth Amendment (“Amendment”) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.
PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Amendment 16 to Worldspan Asset Management Offering AgreementWorldspan Asset Management Offering Agreement • March 10th, 2014 • Travelport LTD • Transportation services
This amendment is the sixteenth amendment (“Amendment 16”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Travelport, LP (formerly known as Worldspan L.P.) (“Travelport”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement No. ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6 effective as of October 1, 2007, Amendment 7 effective as of October 1, 2007, Amendment 8 effective as of October 1, 2007, Amendment 9 effective as of October 1, 2007, Amendment 10 effective as of March 31, 2009, Amendment 11 effective as of March 31, 2010, Amendment 12 effective as of December 17, 2010, Amendment 13 effective as of December 23, 2011, Amendment 14 effective as of November 21, 2012, and Amendment 15 e
Amendment 15 to Worldspan Asset Management Offering AgreementWorldspan Asset Management Offering Agreement • March 10th, 2014 • Travelport LTD • Transportation services
This amendment is the fifteenth amendment (“Amendment 15”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Travelport, LP (formerly Worldspan L.P.) (“Travelport”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6 effective as of October 1, 2007, Amendment 7 effective as of October 1, 2007, Amendment 8 effective as of October 1, 2007, Amendment 9 effective as of October 1, 2007, Amendment 10 effective as of March 31, 2009, Amendment 11 effective as of March 31, 2010, Amendment 12 effective as of December 17, 2010, Amendment 13 effective as of December 23, 2011, and Amendment 14 effective as of November 21, 2012 (collectively, the “AMO Agre
