SUPPLEMENTAL INDENTURE No. 1Supplemental Indenture • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 11, 2007, among Warpspeed Sub Inc. (the “Guaranteeing Subsidiary”), a subsidiary of Travelport Inc., a Delaware Corporation (the “Issuer”), and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of August 23, 2006 Among TDS INVESTOR CORPORATION the Guarantors listed herein and LEHMAN BROTHERS INC., UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLCRegistration Rights Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of August 11, 2006 (the “Purchase Agreement”), by and among the Issuer, TDS Investor (Bermuda) Ltd., a Bermuda corporation, Waltonville Ltd., a Gibraltar corporation, and the Initial Purchasers, which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $150,000,000 aggregate principal amount of the Issuer’s Senior Dollar Floating Rate Notes due 2014 (the “Senior Dollar Floating Rate Notes”), €235,000,000 aggregate principal amount of the Issuer’s Senior Euro Floating Rate Notes due 2014 (the “Senior Euro Floating Rate Notes” and, together with the Senior Dollar Floating Rate Notes, the “Floating Rate Notes”), $450,000,000 aggregate principal amount of the Issuer’s 97/8% Senior Dollar Fixed Rate Notes due 2014 (the “Fixed Rate Notes” and together with the Floating Rate Notes, the “Senior Notes”) and $300,000,000 aggregate principal amount of the Issuer’s 117/8% Dollar Sen
LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT dated as of February 26, 2007, (the “Operating Agreement”), of Travelport Development, LLC (the “Company”), by Travelport Americas, a Delaware corporation, as member of the Company (the “Member”).
FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 23, 2006 As Amended and Restated on January 29, 2007 among TRAVELPORT INC. (F/K/A TDS INVESTOR CORPORATION), as Borrower, TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.), as...Credit Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 29, 2007, among TRAVELPORT INC. (F/K/A TDS INVESTOR CORPORATION), a Delaware corporation (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 and an 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., CITICORP NORTH AMERICA, INC. and DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Documentation Agents.
SUPPLEMENTAL INDENTURE No. 2Supplemental Indenture • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 13, 2007, among Travelport LLC, formerly TDS Investor Corporation (the “Issuer”), TDS Investor (Luxembourg) S.à.r.l., the parent of the Issuer (the “New Intermediate Parent Guarantor”), Travelport Inc. and Orbitz Worldwide, Inc. (collectively the “New Subsidiary Guarantors”, and together with the New Intermediate Parent Guarantor “New Guarantors”), each a subsidiary of the New Intermediate Parent Guarantor, and Travelport Holdings, Inc., a Delaware corporation (the “Co-Obligor”), and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”).
SECURITY AGREEMENT dated as of August 23, 2006 among TDS INVESTOR CORPORATION, as Borrower TDS INVESTOR (BERMUDA) LTD., as HoldingsSecurity Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
SECURITY AGREEMENT dated as of August 23, 2006 among TDS INVESTOR (BERMUDA) LTD. (“Holdings”), TDS INVESTOR CORPORATION (the “Borrower”), WALTONVILLE LIMITED (“Intermediate Parent”), the Subsidiaries of Holdings from time to time party hereto and UBS AG, STAMFORD BRANCH, as Collateral Agent for the Secured Parties (as defined below).
ContractOperating Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT dated as of September 26, 2001, (this “Agreement”), of Galaxy Operations, LLC (the “Company”), by Galileo International, Inc., a Delaware corporation, as member of the Company (the “Member”).
PURCHASE AGREEMENTPurchase Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ORBITZ, LLC a Delaware Limited Liability Company dated as of December 19, 2003Limited Liability Company Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Orbitz, LLC, a Delaware limited liability company (the “Company”), is dated as of the 19th day of December, 2003, by and between the Company, Orbitz, Inc., a Delaware corporation (the “Managing Member”), O Holdings Inc., a Delaware corporation (“O Holdings”), and such other persons who may be admitted from time to time as members hereunder (the Managing Member, O Holdings and such other persons are each referred to as a “Member”, and collectively, the “Members”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT dated as of August 11, 2006, (the “Operating Agreement”), of Galileo Technologies, LLC (the “Company”), by Galileo International, LLC, a Delaware limited liability company, as member of the Company (the “Member”).
PARTNERSHIP AGREEMENT FOR APOLLO GALILEO USA PARTNERSHIP Effective as of July 31, 1997Partnership Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
This PARTNERSHIP AGREEMENT of Apollo Galileo USA Partnership (the “Partnership”) is entered into effective as of the 31st day of July 1997 and between Apollo Galileo USA Sub I, Inc., a Delaware corporation (“Sub I”) and Apollo Galileo USA Sub II, Inc., a Delaware corporation (“Sub II”) (each also referred to herein as a “Partner” and collectively as the “Partners”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRAVELPORT LLCLimited Liability Company Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Travelport LLC (the “Company”) dated as of this 1st day of March, 2007, by TDS Investor (Luxembourg) S.a.r.l., a Luxembourg company, as the sole member of the Company (the “Member”).
AMENDED AND RESTATED PARTNERSHIP AGREEMENTPartnership Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Florida
This AMENDED AND RESTATED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of August 2006, by and between InterNETWORK Publishing Corporation, a Florida corporation (“IPC”), and Raccoon Acquisition I, LLC, a Delaware limited liability company (the “LLC”, and together with IPC, the “Partners”).
AMENDMENT TO THE PURCHASE AGREEMENTPurchase Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
This Amendment, dated as of August 23, 2006 (this “Amendment”), of the Purchase Agreement, dated as of June 30, 2006 (the “Agreement”), is hereby made among Cendant Corporation (“Seller”), Travelport Inc. (the “Company”), TDS Investor Corporation, formerly TDS Investor LLC (“Buyer”), and TDS Investor (Bermuda), Ltd. (“Parent”).
AGREEMENT AND PLAN OF MERGER by and among TRAVELPORT INC. WARPSPEED SUB INC. WORLDSPAN TECHNOLOGIES INC. CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P. (in the limited capacity provided herein) ONTARIO TEACHERS PENSION PLAN BOARD (in the limited...Merger Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • New York
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into and effective as of the 7th day of December, 2006, by and among Travelport Inc., a Delaware corporation (“Parent”), Warpspeed Sub Inc., a Delaware corporation wholly owned by Parent (“Merger Sub”), Worldspan Technologies Inc., a Delaware corporation (the “Company”), Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC”) and Ontario Teachers Pension Plan Board, a corporation without share capital organized under the laws of Ontario (“OTPP”) solely in their capacities as the Stockholder Representatives hereunder and solely with respect to Sections 3.2, 3.3, 3.5, 5.6, 5.7, 5.10, 5.11, 5.13, 5.19 and Article VIII hereof, and Blackstone Management Partners V L.P., a Delaware limited partnership (“Blackstone”) solely with respect to Sections 5.7 and 5.14 hereof.
LIMITED LIABILITY COMPANY AGREEMENT OF GALILEO INTERNATIONAL, L.L.C.Limited Liability Company Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
The undersigned member (the “Undersigned Member”) hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Act”), and hereby declares the following to be the Limited Liability Company Agreement (the “Agreement”) of such limited liability company:
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ORBITZ AWAY LLCOperating Agreement • March 30th, 2007 • S.D. Shepherd Systems, Inc. • Transportation services • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT dated as of October 29, 2004, (this “Operating Agreement”), of Orbitz Away LLC, a Delaware limited liability company (the “Company”), between the Company and Orbitz, LLC, a Delaware limited liability company, as initial member of the Company (the “Member”).
