FOURTH SUPPLEMENTAL INDENTURESupplemental 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”).
ContractSecond Lien Security Agreement • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1, dated as of December 10, 2012 (this “Supplement”), to the Second Lien Security Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as used herein, as defined in the Security Agreement referred to below).
ContractSecond Lien Intellectual Property Security Agreement • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1, dated as of December 10, 2012 (this “Supplement”), to the Second Lien Intellectual Property Security Agreement, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as used herein, as defined in the Intellectual Property Security Agreement referred to below).
ContractSecond Lien Guaranty • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1, dated as of December 10, 2012 (this “Supplement”), to the Second Lien Guaranty, dated as of September 30, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”), among 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.A.R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (as used herein, as defined in the Guaranty referred to below).
ContractIntellectual Property Security Agreement • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1, dated as of December 11, 2012 (this “Supplement”), to the Intellectual Property Security Agreement, dated as of May 8, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), 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”), the other Subsidiaries of Holdings from time to time party thereto and CREDIT SUISSE AG, as Collateral Agent.
ContractSupplement to Guaranty • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1, dated as of December 11, 2012 (this “Supplement”), to the Guaranty, dated as of May 8, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”), among 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”), the other Subsidiaries of Holdings from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent.
ContractFifth Amendment and Restatement Agreement • December 12th, 2012 • Travelport LTD • Transportation services • New York
FIFTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 11, 2012 (this “Amendment”), 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, as further amended and restated on September 30, 2011 (as heretofore amended, the “Existing 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, UBS LOAN FINANCE LLC, as Swing Line Lender, the Lenders from time to time party theret
ContractSecurity Agreement • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1 dated as of December 11, 2012, to the Security Agreement dated as of August 23, 2006, as amended and restated as of September 30, 2011, among TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.) (“Holdings”), TRAVELPORT LLC (f/k/a TDS INVESTOR CORPORATION) (the “Borrower”), WALTONVILLE LIMITED (“Intermediate Parent”), the Subsidiaries of Holdings from time to time party thereto and UBS AG, STAMFORD BRANCH, as collateral agent pursuant to the Credit Agreement (as defined below) for the Secured Parties (as defined in the Security Agreement) (in such capacity, the “Collateral Agent”).
SUBSIDIARY PARTIESGuaranty • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1 dated as of December 11, 2012, to the Guaranty dated as of August 23, 2006, as amended and restated as of September 30, 2011, among TRAVELPORT LIMITED (“Holdings”), WALTONVILLE LIMITED (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and UBS AG, STAMFORD BRANCH, as Administrative Agent.
ContractCredit Agreement • December 12th, 2012 • Travelport LTD • Transportation services • New York
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2006, as amended and restated as of December 11, 2012, 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”), 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, 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.
ContractIntellectual Property Security Agreement • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1 dated as of December 11, 2012, to the Intellectual Property Security Agreement dated as of August 23, 2006 among TRAVELPORT LIMITED (f/k/a TDS INVESTOR (BERMUDA) LTD.) (“Holdings”), TRAVELPORT LLC (f/k/a TDS INVESTOR CORPORATION) (the “Borrower”), WALTONVILLE LIMITED (“Intermediate Parent”), the Subsidiaries of Holdings from time to time party thereto and UBS AG, STAMFORD BRANCH, as Collateral Agent.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental 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”).
ContractSecurity Agreement • December 12th, 2012 • Travelport LTD • Transportation services
SUPPLEMENT NO. 1, dated as of December 11, 2012 (this “Supplement”), to the Security Agreement, dated as of May 8, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), 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”), the other Subsidiaries of Holdings from time to time party thereto and Credit Suisse AG, as Collateral Agent.
