FORM OF TRAVELPORT HOLDINGS LIMITED RESTRUCTURING SUPPORT AGREEMENT

EX-10.2 3 d496921dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

FORM OF TRAVELPORT HOLDINGS LIMITED RESTRUCTURING SUPPORT

AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (together with the Term Sheet attached hereto, this “Agreement”), dated as of March 11, 2013, by and among Travelport Holdings Limited (the “Company”), Travelport Worldwide Limited (“Worldwide”), Travelport Intermediate Limited (“TIL”) and each of the Consenting Lenders (defined below), sets forth the terms on which the Parties (as defined below) agree, among other things, to support a restructuring (the “Restructuring”) of the Company and certain of its subsidiaries and affiliates as set forth herein and in the term sheet attached hereto as Exhibit A (the “Term Sheet”). The Company, each Consenting Lender, Worldwide and each person that becomes a party hereto in accordance with the terms hereof are collectively referred to as the “Parties” and individually as a “Party”.

For purposes of this Agreement, “Consenting Lenders” means each of the Initial Consenting Lenders (as defined below) and any lender who hereafter executes a signature page or a joinder agreement in the form attached hereto as Exhibit B, in either case in its capacity as a lender under that certain credit agreement among the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto, dated as of March 27, 2007, as amended as of December 4, 2008, as amended and restated as of October 3, 2011 (the “PIK Credit Agreement” and the loans thereunder, the “PIK Loans”), as applicable, a shareholder of Worldwide, and in such other capacities as encompassed by section 2(b) below. As used herein, “Requisite Consenting Lenders” means, at the time of determination, (i) each Initial Consenting Lender and (ii) Consenting Lenders (including the Initial Consenting Lenders) holding a majority in principal amount of the PIK Loans.

As used in this Agreement, the term “Claims” means claims under the PIK Credit Agreement and all related documents, including without limitation the PIK Loan, including principal, interest, fees, indemnities, reimbursements and other amounts due from time to time with respect thereto or thereunder, whether now held or hereafter acquired (i) in which the Consenting Lenders are the holders of interests, directly or indirectly, including under participations or other agreements, in each case under or pursuant to which such Consenting Lender has the power to vote the relevant Claims, or (ii) which the Consenting Lenders can either vote or can direct the record holders thereof to vote.

In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Worldwide and each Consenting Lender intending to be legally bound, hereby agree as follows:

Term Sheet. The Term Sheet is incorporated by reference herein and is made part of this Agreement as if fully set forth herein. The general terms and conditions of the Restructuring are set forth in the Term Sheet; provided, however, that (i) the Term Sheet is supplemented by the terms and conditions of this Agreement, (ii) to the extent there is a conflict between the Term Sheet and this Agreement, the terms and provisions of this Agreement will govern, and (iii) to the extent there is a conflict between the Term Sheet or this Agreement and certain key documentation relating to the Restructuring set forth on Exhibit C (collectively, with the PIK Restructuring Documents (as defined below), the “Restructuring Documents”), the terms and provisions of the Restructuring Documents shall govern to the extent otherwise consistent in all material respects with the Term Sheet.

2.	Support of the Restructuring.

(a)

The Company and Worldwide intend to effectuate the Restructuring (and to use reasonable best efforts to cause Travelport LLC and Travelport Limited) to effectuate the Restructuring consistent with the Term Sheet in all material respects, unless otherwise consented to in writing by the Company and the Requisite Consenting Lenders.

(b)

Subject to the terms and conditions hereof and except as the Company may expressly release the Consenting Lenders in writing from any of the following obligations, each Consenting Lender hereby agrees with respect to its Claims and any other claims or interests held or acquired by such Consenting Lender against, in, or with respect to the Company, its direct or indirect parent, subsidiaries or affiliates, for so long as this Agreement remains in effect:

(i)

on a timely basis, to negotiate in good faith the Restructuring Documents to the extent consistent in all respects with the Term Sheet, including, but not limited to (1) the Amended and Restated Shareholders’ Agreement among Worldwide, TIL, the Company, Travelport Limited, certain other shareholders of Worldwide, and other parties thereto (the “Shareholders’ Agreement”), in substantially the form attached hereto as Exhibit D, (2) the Escrow and Security Agreement among Travelport Guarantor LLC, the Company and Wells Fargo Bank, National Association, (3) the Waiver, Assignment and Assumption Agreement to be attached as Annex B to the Memorandum for Lenders, dated March 11, 2013 (the “Memorandum for Lenders”); (4) the Subscription Agreement to be attached as Annex C to the Memorandum for Lenders; (5) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit E (the “Registration Rights Agreement”); (6) an amendment to the PIK Credit Agreement, and (7) if needed, a plan of reorganization or scheme of arrangement to effectuate the Restructuring, all of which shall contain provisions consistent in all respects with the Term Sheet and this Agreement and shall contain such other provisions as are reasonably acceptable to the Requisite Consenting Lenders (collectively, the “PIK Restructuring Documents”);

(ii)

not to object, directly or indirectly, to the Restructuring or the Restructuring Documents, or take any actions inconsistent with, or that would delay approval of, any components of the Restructuring or the Restructuring Documents in each case to the extent consistent in all respects with the Term Sheet;

(iii)

to use commercially reasonable efforts to support the transactions contemplated by the Restructuring, the Restructuring Documents or the Term Sheet, whether effectuated through a court proceeding or out of court in each case to the extent consistent in all respects with the Term Sheet;

(iv)

not, directly or indirectly, to propose, support, seek, solicit, participate in or encourage any negotiations regarding any other sale, proposal, dissolution, consolidation, joint venture, winding up, liquidation, reorganization, merger, plan, scheme, amalgamation or restructuring of the Company, Worldwide, or any of its subsidiaries, other than as contemplated herein and in the Term Sheet, unless otherwise consented to, or in coordination with, the Company;

(v)

unless otherwise prohibited by law or contract (provided that, in the case of a contract entered into after the date hereof, such contract does not violate a Consenting Lender’s obligations pursuant to the terms of this Agreement), use commercially reasonable efforts to promptly notify the Company, TIL and other Consenting Lenders upon the receipt of any written solicitation or proposal relating to any other sale, proposal, dissolution, consolidation, joint venture, winding up, liquidation, reorganization, merger, plan, scheme, amalgamation or restructuring of the Company, Worldwide, or any of its subsidiaries other than as contemplated herein and in the Term Sheet;

(vi)

neither to take nor direct or cause any other person to take any action to accelerate any Claim or other interest in the PIK Loans that is or may become due nor initiate or pursue, nor direct or cause any other person to initiate or pursue any litigation or proceeding, or any other rights or remedies of any kind, in each case, with respect to any Claim or other interest in the PIK Loans that such Consenting Lender may now or hereafter have against the Company or the Company’s subsidiaries, affiliates, directors or officers that is inconsistent with this Agreement or the Term Sheet (all of the foregoing, “Specified Actions”), in each case above, to the extent but only to the extent the right to take such Specified Action arises or exists solely by reason of the execution of this Agreement or its taking of any actions required or contemplated by, and consistent with, this Agreement;

(vii)

to use commercially reasonable efforts to support, facilitate and implement the Restructuring as soon as reasonably possible, including without limitation:

(A)

using commercially reasonable efforts in relation to each such Consenting Lender exercising any powers or rights available to it in favor of:

(1)

any matters requiring approval of the Requisite Consenting Lenders in relation to the Restructuring, except to the extent that any PIK Restructuring Document is inconsistent with this Agreement;

(2)

any amendment, waiver, consent or other proposal that is reasonably acceptable to the Requisite Consenting Lenders in connection with the closing, or consummation of the closing, of the Restructuring; and

(3)

to tender all PIK Loans held by such Consenting Lender in exchange for the consideration set forth in the Term Sheet;

(viii)

to support and vote for the Restructuring to the extent requested to do so in its capacity as a shareholder of Worldwide, including but not limited to providing any waivers consistent with the Term Sheet as may be required under the existing shareholders’ agreement, signing and providing any approvals required under the Shareholders’ Agreement, and otherwise approving all shareholders’ resolutions of Worldwide in connection with the Restructuring, as described in and to the extent consistent with this Agreement and the Term Sheet; and

(ix)

to support and vote, as applicable, for the Restructuring in any capacity in which each Consenting Lender may have a claim against or interest in the Company, its direct or indirect parent, subsidiaries or affiliates, and in such capacity to take any steps required to effectuate the Restructuring, as described in and to the extent consistent with this Agreement and the Term Sheet.

(c)

The Company and Worldwide, each to the extent applicable, agrees to use commercially reasonable efforts, in compliance with the timeframes set forth in this Agreement, to (i) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Restructuring Documents, (ii) take any and all reasonably necessary and appropriate actions in furtherance of the Restructuring and the other actions contemplated under the Restructuring Documents, (iii) obtain any and all required approvals for the Restructuring, and (iv) not take any actions inconsistent with this Agreement. Without limiting the foregoing, the Company agrees to use commercially reasonable efforts (and with respect to the following clauses (1), (2), (3), (4), (5) and (6) Worldwide also agrees to the extent applicable to it):

(1)

on a timely basis, to negotiate in good faith the Restructuring Documents and to execute and deliver each Restructuring Document to which it is a party;

(2)

not, directly or indirectly, to propose, to support, seek, solicit, encourage or participate in any negotiations regarding any other sale, proposal, dissolution, consolidation, joint venture, winding up, liquidation, reorganization, merger, plan, scheme, amalgamation or restructuring of the Company, whether directly or indirectly (collectively, “Specified Company Transactions”);

(3)

to otherwise use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Restructuring at the earliest date practicable, including to execute and deliver each and every Restructuring Document to which it is a party;

(4)

subject to any reasonable confidentiality agreements, promptly to notify the Consenting Lenders and TIL upon the receipt of any written solicitation or proposal relating to any Specified Company Transaction;

(5)

not, directly or indirectly, to seek or support or encourage or join with any other person or entity in seeking, to challenge, to disallow, subordinate or limit, in any respect, as applicable, the enforceability, priority, amount or validity of the Claims; and

(6)

to support the mutual release (the “Mutual Release”) provisions in the Memorandum for Lenders or, if applicable, such other documents used in the event that the Restructuring is effected in whole or in part through court proceedings, and to support customary exculpation and indemnification provisions (the “Exculpation and Indemnification Rights”) in favor of the current and former directors and officers of the Company and Worldwide, and to execute such Mutual Release to the extent required by the Company.

(d)

Unless this Agreement has terminated following a Termination Event (as defined below), each Consenting Lender hereby agrees:

(i)

to execute and deliver each and every PIK Restructuring Document to which it is to be a party to the extent consistent in all respects with this Agreement and otherwise in form and substance reasonably satisfactory to the Requisite Consenting Lenders;

(ii)

(A) to vote (if solicited to do so and by the applicable deadline for doing so) its Claims in support of the Restructuring, and (B) not change, withdraw or revoke such agreement to vote or vote (or cause or direct such agreement to vote or vote to be changed, withdrawn or revoked), provided that such agreement to vote and vote may be revoked or withdrawn immediately upon occurrence of a Termination Event (as defined in Section 8 below); and

(iii)

to support the Mutual Release and Exculpation and Indemnification Rights and to execute such Mutual Release in connection with the Restructuring to the extent required by the Company.

(e)

In addition to those obligations set forth in this Agreement, upon consummation of the Restructuring, Worldwide hereby agrees to execute the Registration Rights Agreement, the Shareholders’ Agreement, and to accommodate the issuance of the new equity (as described in the Term Sheet), such Shareholders’ Agreement and Registration Rights Agreement in substantially the forms attached hereto as Exhibit D and Exhibit E, respectively. Assuming all holders of PIK Loans participate in the Restructuring and the issuance and vesting of all common shares of Worldwide issued or reserved for issuance under the Travelport Worldwide Limited 2011 Equity Plan, as amended, the ownership of Worldwide following the consummation of the Restructuring will be as set forth in Exhibit F.

(f)

Without limiting the rights of the Notifying Party (as defined below) to terminate this Agreement in accordance with Section 8(a)(vii) and Section 18 below, the Company and Worldwide hereby agree to use reasonable best efforts to cause (1) Travelport LLC to issue the New Fixed-Rate Senior Exchange Notes and New Floating-Rate Senior Exchange Notes (in each case as set forth in the Term Sheet), (2) Travelport LLC to enter into the Second Priority Credit Agreement (as defined in Exhibit C), and (3) Travelport LLC and Travelport Limited, as applicable, to consummate the other transactions and to execute and deliver such documents contemplated by the Restructuring, in each case, as contemplated hereby and in the Term Sheet.

(g)

It is hereby acknowledged by the Parties that, other than the agreements, covenants, representations and warranties set forth in or contemplated by this Agreement and in the Term Sheet, no consideration shall be due or paid to the Consenting Lenders in connection with the Restructuring.

3.	Effectiveness. This Agreement shall become effective on the date upon which (i) counterparts of this Agreement have been duly executed by (a) the Company and Worldwide, and (b) TIL, Angelo, Gordon & Co., Q5-R5 Trading, Ltd. and R2 Top Hat, Ltd. (the “Initial Consenting

Lenders”) and (ii) a restructuring support agreement (the “Senior Noteholder RSA”) is entered into by at least 33%, collectively, of the holders of (a) Travelport LLC’s 9 7/8% Senior Dollar Fixed Rate Notes due 2014, Senior Dollar Floating Rate Notes due 2014 and Senior Euro Floating Rate Notes due 2014 and (b) Travelport LLC’s and Travelport Inc.’s 9% Senior Notes due 2016. This Agreement shall not be binding on or enforceable against any Party and no Party shall have any rights or obligations under this Agreement until this Agreement has become effective in accordance with this Section 3.

4.	Amendment or Waiver.

(a)

The PIK Restructuring Documents may be amended or modified from time to time until the closing of the Restructuring with the written consent of the Company and the Requisite Consenting Lenders; provided, however, that the Company may make immaterial amendments and modifications to the PIK Restructuring Documents, in consultation with the Consenting Lenders, solely to the extent such amendments and modifications do not affect the treatment of the Consenting Lenders or TIL and are otherwise consistent in all respects with this Agreement and the Term Sheet.

(b)

This Agreement may not be modified, altered, amended, waived or supplemented except by an agreement in writing by the Company and the Requisite Consenting Lenders.

(c)

Without limiting clause (a) above, each of the Parties agrees to negotiate in good faith all amendments and modifications to this Agreement, including the attachments hereto, and the PIK Restructuring Documents as reasonably necessary and appropriate to consummate the Restructuring in accordance with the terms and conditions of this Agreement.

(d)

No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall any waiver be deemed a continuing waiver of future breaches.

5.	Representations and Warranties.

(a)

Each Consenting Lender represents and warrants, severally and not jointly, that, except as otherwise set forth on such Consenting Lender’s signature page hereto or as separately disclosed in writing (provided, however, that any confidential, identifying information regarding third party participants may be disclosed orally to the Company) to the Company, such Consenting Lender (i) either (A) is the sole legal and beneficial owner of the aggregate principal amount of indebtedness under the PIK Loan as set forth below its name on the signature page hereof, or (B) has investment or voting discretion with respect to such indebtedness under the PIK Loan in respect of matters relating to the Restructuring contemplated by this Agreement and has the power and authority to bind the beneficial owner(s) of such indebtedness under the PIK Loan to the terms of this Agreement and (ii) has full power and authority to act on behalf of, vote and consent to matters concerning such indebtedness under the PIK Loan in respect of matters relating to the Restructuring contemplated by this Agreement, including but not limited to, the disposition of, exchange, assignment and transfer of such indebtedness under the PIK Loan. Furthermore, such Consenting Lender represents and warrants that it legally or beneficially owns, or has investment or voting discretion with respect to, no other indebtedness under the PIK Loan. Furthermore, except as otherwise set forth on such Consenting Lender’s signature page hereto or as separately disclosed in writing

(provided, however, that any confidential, identifying information regarding third party participants may be disclosed orally to the Company) to the Company, such Consenting Lender has made no prior assignment, sale, participation, grant, conveyance, or other transfer of, and has not entered into any other agreement to assign, sell, participate, grant, convey or otherwise transfer, in whole or in part, any portion of its right, title, or interests in such indebtedness under the PIK Loan, the terms of which agreements are, as of the date hereof, inconsistent with the representations and warranties of such Consenting Lender herein or would render such Consenting Lender otherwise unable to comply with this Agreement and perform its obligations hereunder.

(b)

Each Consenting Lender represents and warrants, severally and not jointly, that such Consenting Lender (i) is a sophisticated investor with respect to the transactions described in this Agreement with sufficient knowledge and experience in financial and business matters of this type and is capable of evaluating the merits and risks of entering into this Agreement and of making an informed investment decision, and (ii) has conducted an independent review and analysis of the business and affairs of the Company for the purpose of entering into this Agreement.

(c)

Each Consenting Lender, other than TIL, represents and warrants, severally and not jointly, that such Consenting Lender, if considered an Affiliate (as defined in the indenture, dated November 30, 2011, among Travelport LLC, the guarantors named therein and Wells Fargo, National Association, as trustee and collateral agent (the “Second Lien Notes Indenture”)) of the Company, is an Investment Fund (as defined in the Second Lien Notes Indenture).

(d)

Other than any payments provided herein, in the Term Sheet, the Shareholders’ Agreement, or the Transaction and Monitoring Fee Agreement, dated as of August 23, 2006 (as amended), among Travelport LLC, Blackstone Management Partners V and TCV VI Management L.L.C.,¹ each Consenting Lender represents and warrants, severally and not jointly, that such Consenting Lender has not been offered, nor shall such Consenting Lender accept, any treatment or compensation or the right to participate in any transactions with the Company or Worldwide relating to the Restructuring or the Company’s business that is different than such treatment, compensation or right offered to all Consenting Lenders under the terms of this Agreement.

(e)

(w) Each of the Consenting Lenders, severally and not jointly, represents and warrants to the Company, Worldwide and TIL, (x) the Company represents and warrants to each Consenting Lender, TIL and Worldwide, (y) Worldwide represents and warrants to each Consenting Lender, TIL and the Company, and (z) TIL represents and warrants to Worldwide, each Consenting Lender and the Company, that the following statements are true, correct and complete as of the date hereof:

(i)

Power and Authority. It has and shall maintain all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and to perform its obligations hereunder.

¹	Fees and expenses of TIL to be reimbursed under the Transaction and Monitoring Fee Agreement.

(ii)

Due Organization. It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it has and shall maintain the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(iii)

Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or limited liability company action on its part.

(iv)

No Conflicts. The execution, delivery and performance of this Agreement does not and shall not (A) violate any provision of law, rule or regulation applicable to it, except to the extent the failure to comply therewith could not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder, (B) violate its articles or certificate of incorporation, bylaws or other organizational documents, or (C) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party, except to the extent such contractual obligation may preclude the filing of an insolvency proceeding.

(v)

Governmental Consents. The execution, delivery and performance by it of this Agreement does not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except such filings as may be necessary and/or required in the event that the Restructuring is effected in whole or in part through court proceedings.

(vi)

Binding Obligation. This Agreement is its legally valid and binding obligation, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles.

(f)

The Company represents, warrants and covenants that it will continue to comply with its obligations under the PIK Credit Agreement, except to the extent entering into this Agreement or taking any actions required or contemplated by, and consistent with this Agreement would be deemed a violation or breach of the terms of the PIK Loan.

Good Faith Cooperation; Further Assurances; PIK Restructuring Documents. The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable) in respect of all matters concerning the implementation and consummation of the Restructuring. Furthermore, each of the Parties shall take such action (including executing and delivering any other agreements and making and filing any required filings) as may be reasonably necessary to carry out the purposes and intent of this Agreement. Each Party hereby covenants and agrees (a) to negotiate in good faith the Restructuring Documents, each of which shall (i) contain the same economic terms as, and other terms consistent in all respects with, the terms set forth in this Agreement and the Term Sheet, unless otherwise consented to by the Company and the Requisite Consenting Lenders, (ii) contain such other terms that are reasonably acceptable to the Company and the Requisite Consenting Lenders and (iii) be consistent with this Agreement and the Term Sheet in all respects, unless otherwise consented to by the Company and the Requisite Consenting Lenders, and (b) to execute the Restructuring Documents (in each case to the extent such Party is to be a party thereto).

Survival of Agreement. Subject to Section 8, each of the Parties acknowledges and agrees that (i) this Agreement is being executed in connection with negotiations concerning the Restructuring of the Company, (ii) the rights granted in this Agreement are enforceable by each signatory hereto without approval of a court, except as may be required if the Restructuring is consummated through a court proceeding, (iii) in the event that the Restructuring is effected in whole or in part through court proceedings, this Agreement shall remain in full force and effect; and (iv) each Party hereto hereby waives its right to assert a contrary position in any court proceeding, if any, filed by or on behalf of the Company in connection with the Restructuring.

8.	Termination Events.

(a)

This Agreement shall automatically terminate upon the occurrence of any of the following events (the “Termination Events”), unless such automatic termination is waived in writing by the Requisite Consenting Lenders and the Company, within three (3) days of the occurrence of such event, and in accordance with the requirements of Section 4, in which case the Termination Event so waived shall be deemed not to have occurred, this Agreement shall be deemed to continue in full force and effect, and the rights and obligations of the Parties hereto shall be restored, subject to any modification set forth in such waiver; provided, however, that the concurrence of the Company and TIL, but not of any of the Requisite Consenting Lenders, shall be required with respect to the waiver of any automatic termination to the extent that such automatic termination occurs pursuant to paragraphs (vi), (vii), or (viii) below; provided, further, that the concurrence of Requisite Consenting Lenders, but not Worldwide, the Company or TIL, shall be required with respect to the waiver of any automatic termination to the extent that such automatic termination occurs pursuant to any of paragraphs (v) or (x) below.

(i)

In the event the Restructuring has not been completed by May 10, 2013, provided, however, if the transactions contemplated by the PIK Restructuring Documents are not consummated May 10, 2013, but the restructuring transactions contemplated by the Restructuring Documents (other than the PIK Restructuring Documents) have closed by May 10, 2013, this Agreement may not be terminated pursuant to this subsection prior to July 26, 2013;

(ii)

A court of competent jurisdiction shall enter a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable;

(iii)

Any governmental authority, including any court of competent jurisdiction or regulatory authority, grants relief that is inconsistent with this Agreement in any material respect (with such amendments and modifications as have been effected in accordance with the terms hereof) or enjoining the consummation of a material portion of the Restructuring;

(iv)

The entry of an order by any court of competent jurisdiction invalidating or disallowing any portion of the Claims or subordinating or limiting, as applicable, the enforceability, priority, amount or validity of any portion of the Claims;

(v)

Any material breach of this Agreement by the Company or Worldwide; provided that such Termination Event shall be deemed to have occurred only upon receipt of written notice by such Party of such breach from the Requisite Consenting Lenders of such breach (provided that the none of the Initial Consenting Lenders

or Requisite Consenting Lenders are then in material breach of its obligations hereunder), and such breach, if capable of being cured, remains uncured for a period of five (5) business days;

(vi)

Any material breach of this Agreement by a Consenting Lender; provided that such Termination Event shall be deemed to have occurred only upon receipt of written notice by the Consenting Lenders of such breach from either the Company or Worldwide (provided that the Party giving notice of a breach by a Consenting Lender is not itself in material breach of its obligations hereunder) and such breach, if capable of being cured, remains uncured for a period of five (5) business days;

(vii)

Immediately upon delivery by any of the Company or Worldwide (collectively, the “Notifying Parties” and each, a “Notifying Party”) to the Consenting Lenders of notice (in accordance with Section 27 below) of its intent, in the exercise of its fiduciary duties (set forth in Section 18 below) to take any action that is otherwise prohibited hereunder or to refrain from taking any action that is required hereunder (a “Fiduciary Out Notice”); provided, however that no Notifying Party shall have or incur any liability under this Agreement or otherwise on account of, arising out of or otherwise relating to any other Notifying Party’s issuance of a Fiduciary Out Notice;

(viii)

Following good faith, commercially reasonable efforts, the Board of Directors of the Company’s direct subsidiary, Travelport Limited, shall have not received by March 11, 2013, fairness and solvency opinions from a nationally recognized valuation firm for those entities to which a fairness and/or solvency opinion is reasonably requested to consummate the Restructuring and in form and substance reasonably acceptable to the Company and sufficient under applicable law, in each case, for such purpose;

(ix)

By mutual written consent of the Company and the Requisite Consenting Lenders;

(x)

The occurrence of an Event of Default under the PIK Credit Agreement (as defined therein), other than as a result of the Company’s entry into this Agreement or the taking of any actions required or contemplated by, and consistent with, the terms of this Agreement; or

(xi)

The Senior Noteholder RSA is no longer in full force and effect for at least 33%, collectively, of the holders of (1) Travelport LLC’s 9 7/8% Senior Dollar Fixed Rate Notes due 2014, Senior Dollar Floating Rate Notes due 2014 and Senior Euro Floating Rate Notes due 2014 and (2) Travelport LLC’s and Travelport Inc.’s 9% Senior Notes due 2016.

(b)

Angelo, Gordon & Co., Q5-R5 Trading, Ltd. and R2 Top Hat, Ltd. shall have the right to withdraw their consent to this Agreement if TIL is in material breach of this Agreement and such breach is not being contested by the Company.

(c)

Upon a termination of this Agreement in accordance with this Section 8, no Party hereto shall have any continuing liability or obligation to any other Party hereunder and the provisions of this Agreement shall have no further force or effect, except for the

provisions in Sections 10 and 11 and 13 through 25, each of which shall survive termination of this Agreement; provided that no such termination shall relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination (other than as set forth in clauses (a)(vii) and (a)(viii) above).

Consent and Approval Rights. Notwithstanding anything herein to the contrary, any consent or approval rights reserved herein for the Requisite Consenting Lenders, including but not limited to certain rights of the Requisite Consenting Lenders to approve the PIK Restructuring Documents, may not be exercised by the Requisite Consenting Lenders in a manner that would adversely affect in any material respect or disproportionately effect, in either case, the treatment under the PIK Restructuring Documents afforded to a Consenting Lender who is not also a Requisite Consenting Lender.

10.	No Third-Party Beneficiaries. This Agreement shall be solely for the benefit of the parties hereto and no other person or entity shall be a third-party beneficiary hereof other than those parties listed in Section 2(c)(6).

11.

Successors and Assigns; Several Obligations. This Agreement is intended to bind and inure to the benefit of the Parties and their respective permitted successors, permitted assigns, heirs, executors, estates, administrators and representatives. The agreements, representations and obligations of the Consenting Lenders under this Agreement are, in all respects, several and not joint.

12.

Restrictions on Transfer. Until the closing of the Restructuring, each Consenting Lender agrees that, as long as this Agreement has not terminated in accordance with its terms, it shall not sell, transfer, assign or otherwise dispose of any Claims, or any option thereon or any right or interest (voting or otherwise) in any or all of its Claims (including, without limitation, any participation therein), or any shares of Worldwide, unless (i) the transferee, participant or other party (A) is a Consenting Lender, (B) is an affiliate of a Consenting Lender that complies with the requirement of clause (C), or (C) agrees in writing to assume and be bound by all of the terms of this Agreement with respect to all Claims and / or shares of Worldwide such transferee, participant or other party currently holds or shall acquire in the future by executing the Joinder attached hereto as Exhibit B (such transferee, participant or other party, if any, is also deemed to be a “Consenting Lender” hereunder), and (ii) the transferor complies with any applicable transfer restrictions and/or conditions to transfer set forth herein and in the PIK Credit Agreement and the existing shareholders’ agreement, as applicable. Any Consenting Lender who sells, transfers, assigns or otherwise disposes of any Claims shall concurrently sell, transfer, assign or otherwise dispose of a proportionate share of its shares of Worldwide to the same transferee, participant or other party to which it transferred Claims. Any Consenting Lender who sells, transfers, assigns or otherwise disposes of any shares of Worldwide shall concurrently sell, transfer, assign or otherwise dispose of a proportionate share of its Claims to the same transferee, participant or other party to which it transferred shares of Worldwide. If a transferee of any of the Claims and/or shares of Worldwide is not a Consenting Lender and does not execute a Joinder in substantially the form attached hereto as Exhibit B, as applicable, prior to or relatively contemporaneously with the completion of such sale, transfer, participation or other disposition, then such sale, transfer, assignment or other disposition or related option, right or interest shall be deemed void ab initio. This Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims or shares of Worldwide; provided, however, that any such additional holdings shall automatically be deemed to be subject to all of the terms of this Agreement and each such Consenting Lender agrees that such additional holdings shall be subject to this Agreement and that it shall vote (or cause to be voted) any such additional holdings in a

manner consistent with this Agreement. Subject to the terms and conditions of any order of any court, each Consenting Lender agrees to provide to counsel for the Company and the other Consenting Lender(s) (i) a copy of any Joinder and (ii) a notice of the acquisition of any additional Claims and/or shares of Worldwide, in each case within five (5) business days of the consummation of the transaction disposing of, or acquiring, Claims and/or shares of Worldwide. Notwithstanding the foregoing, any transferee lender that specifies in the documentation executed in connection with the transfer of all or any of its Claims that it is acting as a “Riskless Principal,” as such term is defined by the Loan Syndications and Trading Association in its Standard Terms and Conditions for Distressed Trade Confirmations shall not be required to execute the Joinder annexed hereto as Exhibit B in connection with such transfer; provided, however, that any subsequent transferee lender of such “Riskless Principal” shall be required to execute the Joinder annexed hereto as Exhibit B.

13.

Entire Agreement. As of the date this Agreement becomes effective, this Agreement, including the attachments hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof; provided, however, that the parties acknowledge and agree that any confidentiality agreements heretofore executed between the Company and any Consenting Lender shall continue in full force and effect.

14.	Independent Analysis. Each Consenting Lender hereby confirms that it has made its own decision to execute this Agreement based upon its own independent assessment of documents and information available to it, as it has deemed appropriate.

15.

Representation by Counsel. Each Party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel, shall have no application and is expressly waived.

16.	Governing Law; Waiver of Jury Trial.

(a)

The Parties waive all right to trial by jury in any jurisdiction in any action, suit or proceeding brought to resolve any dispute between them, whether sounding in contract, tort or otherwise, arising under this Agreement.

(b)

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. Each Party hereby irrevocably submits to the jurisdiction of any New York state court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. Each Party irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

17.

No Admissions. This Agreement shall in no event be construed as, or deemed to be evidence of, an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims and defenses which it has asserted or could assert. No Party shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Party or any person or entity, or the Company, and nothing in this Agreement, expressed or implied, is intended to, or shall be so construed as to, impose upon any Party any obligations in respect of this Agreement except as expressly set forth herein.

18.

Fiduciary Duties. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prevent Worldwide,, the Company or their respective affiliated entities or any directors, managers or officers of Worldwide, the Company or their respective affiliated entities, in such person’s capacity as a director, manager or officer of Worldwide, the Company or their respective affiliated entities, from taking any action, or from refraining from taking any action, to the extent required to comply with its or their fiduciary obligations under applicable law.

19.

Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and may be delivered physically, or by facsimile, pdf or other electronic means, with the same effect as if all parties had signed the same document and delivered a manually executed counterpart thereof. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

20.

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

21.

Fees and Expenses. In furtherance of the comprehensive Restructuring and Angelo, Gordon & Co.‘s, Q5-R5 Trading, Ltd.‘s, and R2 Top Hat, Ltd.’s integral role in such Restructuring based on the various interests they hold, Travelport Limited shall reimburse the reasonable fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) in connection with the Restructuring.

22.

Remedies. All remedies that are available at law or in equity, including specific performance and injunctive or other equitable relief, to any Party for a breach of this Agreement by another Party shall be available to the non-breaching Party; provided, however, that if there is a breach of the Agreement by a Party, money damages shall be an insufficient remedy to the other Parties hereto, and the other Parties hereto can seek specific performance as against another Party; provided further that in connection with any remedy asserted in connection with this Agreement, each Party agrees to waive any requirement for the securing or posting of a bond in connection with any remedy. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party or any other Party.

23.	Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

24.	Prior Negotiations. This Agreement supersedes all prior negotiations with respect to the subject matter hereof.

25.

Public Disclosures. To the extent reasonably practicable, subject to any confidentiality agreements, the Company will submit to the Initial Consenting Lenders all press releases and public filings relating to this Agreement or the transactions contemplated hereby and thereby and any amendments thereof reasonably prior to their release or filing as the case may be. The Company shall not without such Consenting Lender’s prior written consent (a) use the name of any Consenting Lender in any press release or (b) disclose the individual holdings of such Consenting Lender to any person; provided, however, that in the event that the Restructuring is effected through court proceedings, the Company shall be permitted to disclose what is required by a relevant court.

26.

Waiver. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of any Consenting Lender or the ability of each Consenting Lender to protect and preserve its rights, remedies, and interests, including, without limitation, its claims against or interests in the Company. If the Restructuring is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. Pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

27.

Notice. Any notices or other communications required or permitted under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission or by email or on receipt after dispatch by registered or certified mail, postage prepaid, or on the next business day if transmitted by national overnight courier, addressed in each case as follows:

(a)

If to the Company, at:

Eric J. Bock

Travelport Holdings Limited

22 Elm Place

Rye, New York 10580

Telephone: (973) ###-###-####

Facsimile: (914) ###-###-####

Email: ***@***

With a copy (which copy shall not constitute notice) to:

Gregory A. Fernicola

J. Eric Ivester

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Telephone: (212) ###-###-####

Facsimile: (212) ###-###-####

Email: ***@***

***@***

(b)

If to TIL, at:

Travelport Intermediate Limited

c/o The Blackstone Group

345 Park Avenue

New York, New York 10154

Telephone: (212) ###-###-####

Facsimile: (212) ###-###-####

Email: ***@***

With a copy (which copy shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Wilson S. Neely

Telephone: (212) ###-###-####

Facsimile: (212) ###-###-####

Email: ***@***

(c)

If to a Consenting Lender, to the address for such Consenting Lender provided on the signature pages hereof.


TRAVELPORT HOLDINGS LIMITED

By:
		Name:
		Title:

TRAVELPORT WORLDWIDE LIMITED

By:
		Name:
		Title:

TRAVELPORT INTERMEDIATE LIMITED

By:
		Name:
		Title:

Accepted and agreed to by the

Consenting Lender named below:

By:

Name:

Title:

Address:

Telephone:

Facsimile:

Email:

Principal Amount of Claims Held:

Number of Shares of Worldwide Held:

in the case of notices, with a copy to:

Address:

Telephone:

Facsimile:

Email:

EXHIBIT A

Term Sheet

Restructuring Term Sheet

This is a non-binding illustrative term sheet intended for the purpose of outlining the principal terms of a potential restructuring of certain debt obligations set forth below. Any final agreement is subject to execution of definitive documentation that is mutually acceptable to the parties. This term sheet is intended solely to facilitate discussions and is a confidential settlement communication which may not be relied upon or introduced into evidence in any legal proceeding.

All transactions contemplated by this term sheet are intended to effect, and are necessary components of, the waiver and release of all claims, counter-claims and causes of actions asserted or that could have been asserted in the action captioned Travelport Limited v. Computershare Trust Company, N.A., No. 11-7704 (S.D.N.Y.). The refinancing and restructuring of Travelport LLC’s debt in connection with this waiver and release includes:

•

the repayment of the $175 million 1.5 Lien Term Loan and partial repayment of the Sr. Notes with the proceeds of the Tranche 1 Loans (as defined below);

•

the exchange of the Sr. Notes remaining after the repayment above for New Fixed Rate and/or Floating Rate Senior Exchange Notes;

•

the option of the existing holders of the Sr. Notes to subscribe for new Tranche 1 Loans;

•

the exchange of the $225 million Series B 2^nd Lien Notes for new Tranche 2 Loans (as defined below);

•

the consent of the holders of the Sr. Notes and Subordinated Notes to the settlement and related transactions; and

•

conversion of the Holdco Tranche A and Tranche B PIK loans into 78% of the equity of Travelport Worldwide Limited on a fully diluted basis and in the case of the Holdco Tranche A loans, $25 million of new subordinated notes.


Facility / Instrument		Terms
$175 million 1.5 Lien Term Loan (L+950) due November 2015		• Refinancing: Total outstanding principal amount of $175 million plus the 3.00% early repayment premium ($5.3 million) will be refinanced with proceeds of the Tranche 1 Second Priority Senior Secured Loans (the “Tranche 1 Loans”)

Tranche 1 Loans		• Security/ Seniority: The Tranche 1 Loans will be issued as a distinct class of Indebtedness under the Second Priority Credit Agreement and together with the Tranche 2 Second Priority Senior Secured Loans (the “Tranche 2 Loans” and, together with the Tranche 1 Loans, the “Second Priority Loans”), will be secured by a lien that is junior to the lien provided to the lenders under the 1^st lien credit agreement as amended and restated on December 11, 2012 and as further amended on January 28, 2013 (the “1^st Lien Credit Agreement”) on the terms set forth in the existing intercreditor agreements • Principal Amount: Up to $630 million. If 100% of the holders of Sr. Notes participate in the exchange offers, the full amount will be drawn. To the extent that participation is lower, the maximum amount permitted by Travelport LLC’s existing debt instruments will be drawn • Maturity: January 31, 2016 • Interest Rate: LIBOR + 8.00% payable semi-annually on the first business day of April and October of each year to maturity (except with respect to Tranche 1 Loans maintained as LIBOR loans with an interest period of less than six months, in which case interest shall be payable on the last day of the applicable interest period), with a 1.50% LIBOR floor • Purchase Price: 99% of the aggregate principal amount • Initial Lender: Credit Suisse AG, as initial lender of the Tranche 1 Loans (in such capacity, the “Initial Lender”), will enter into the Second Priority Credit Agreement upon the commencement of the exchange offers described herein. Funding of the Tranche 1 Loans will be subject to the satisfaction of the conditions set forth below. On the second day after the funding of the Tranche 1 Loans (or as soon as practicable thereafter, but in no event prior to 50 hours following such funding), the Initial Lender will assign the Tranche 1 Loans to holders of the Sr. Notes that subscribed for such loans (subject to customary account creation and administrative requirements and approvals (including “Know You Customer” requirements)). To the extent holders of the Sr. Notes do not subscribe for such loans or subscriptions made are withdrawn or ineligible, certain holders of Sr. Notes (the “Back-stop Group”) have agreed with the Initial Lender, in exchange for certain fees described below, to purchase any unsubscribed Tranche 1 Loans (the “Back-stop Commitment”). The Initial Lender has agreed to pay each member of the Back-stop Group (other than any member of the Back-stop Group that is not assigned its agreed portion of the Tranche 1