EX-99.1 2 y92518exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
THIS SOLICITATION IS BEING CONDUCTED TO OBTAIN SUFFICIENT ACCEPTANCES OF A PREPACKAGED PLAN OF REORGANIZATION (THE “PLAN”) PRIOR TO THE FILING OF A VOLUNTARY CASE UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE. BECAUSE THE CHAPTER 11 CASE HAS NOT BEEN COMMENCED YET, THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY ANY BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE. FOLLOWING THE COMMENCEMENT OF ITS CHAPTER 11 CASE, TRAVELPORT HOLDINGS LIMITED (THE “DEBTOR”) EXPECTS TO SEEK PROMPTLY AN ORDER OF THE BANKRUPTCY COURT (1) APPROVING (A) THIS DISCLOSURE STATEMENT AS HAVING CONTAINED ADEQUATE INFORMATION AND (B) THE SOLICITATION OF VOTES AND (2) CONFIRMING THE PLAN DESCRIBED HEREIN.
DISCLOSURE STATEMENT
DATED SEPTEMBER 21, 2011
PREPETITION SOLICITATION OF VOTES WITH RESPECT TO PREPACKAGED PLAN OF REORGANIZATION
OF
TRAVELPORT HOLDINGS LIMITED

THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 5:00 P.M. PREVAILING EASTERN TIME ON SEPTEMBER 27, 2011, UNLESS EXTENDED BY THE DEBTOR (THE “VOTING DEADLINE”). THE RECORD DATE FOR DETERMINING WHETHER A HOLDER OF AN IMPAIRED CLAIM OR INTEREST IS ENTITLED TO VOTE ON THE PLAN IS SEPTEMBER 19, 2011 (THE “VOTING RECORD DATE”).

THE COMPANY IS FURNISHING THIS DISCLOSURE STATEMENT TO EACH MEMBER OF AN IMPAIRED CLASS UNDER THE PLAN. THIS DISCLOSURE STATEMENT IS TO BE USED BY EACH RECIPIENT SOLELY IN CONNECTION WITH HIS, HER, OR ITS EVALUATION OF THE PLAN AND USE OF THIS DISCLOSURE STATEMENT FOR ANY OTHER PURPOSE IS NOT AUTHORIZED. THIS DISCLOSURE STATEMENT MAY NOT BE REPRODUCED OR PROVIDED TO OTHERS (OTHER THAN THOSE ADVISORS OF ANY RECIPIENT OF THIS DISCLOSURE STATEMENT WHO MAY REVIEW THE INFORMATION CONTAINED HEREIN TO ASSIST SUCH RECIPIENT IN HIS, HER, OR ITS EVALUATION OF THE PLAN), WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Prepared by:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
Jay M. Goffman
J. Eric Ivester


 

INTRODUCTION AND DISCLAIMER
          Travelport Holdings Limited, a company incorporated under the laws of Bermuda (the “Debtor” or the “Company”), submits this disclosure statement (the “Disclosure Statement”) to certain Holders of claims against and interests in the Debtor in connection with the solicitation (the “Solicitation”) of acceptances of the proposed Prepackaged Plan of Reorganization of Travelport Holdings Limited and jointly proposed with non-debtor Travelport Worldwide Limited (“Worldwide”), dated as of September 21, 2011 (a copy of which is annexed hereto as Appendix A), as the same hereafter may be amended in accordance with its terms (the “Plan”). The Debtor is soliciting such acceptances from (a) lenders under that certain credit agreement dated as of March 27, 2007 among the Debtor, Credit Suisse, Cayman Islands branch, as administrative agent, and certain lenders from time to time party thereto, as amended as of December 4, 2008 (the “PIK Loan”), and (b) the holder of its equity.1
          Under the Plan, the Debtor proposes to restructure the PIK Loan. To effectuate this, assuming the requisite votes are obtained on the Plan, the Debtor will file a chapter 11 bankruptcy petition with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), together with the Plan. The Plan will implement the restructuring of the PIK Loan.
          The Company is furnishing this Disclosure Statement to all members of the Impaired Classes entitled to vote to enable such Persons to vote to accept or reject the Plan. This Disclosure Statement is to be used by each such Person solely in connection with its evaluation of the Plan. Use of this Disclosure Statement for any other purpose is not authorized. This Disclosure Statement may not be reproduced or provided to anyone other than Persons within the recipient’s business organization or its affiliates and advisors to the recipient without the prior written consent of the Company.
          The Company intends to use any and all Ballots (as defined herein) accepting the Plan that were actually received pursuant to the Solicitation and not subsequently withdrawn prior to the expiration of the Voting Deadline to seek confirmation of the Plan. Votes in favor of the Plan may also be used by the Company as acceptances to any modifications to the Plan provided such modifications (i) are reasonably acceptable to the Requisite Consenting Lenders and the Shareholder Party and (ii) do not materially and adversely affect the treatment of the Holders of Impaired Claims and Interests.
          This Disclosure Statement describes certain aspects of the Plan, the Company’s background, the restructuring of the PIK Loan and other related matters. FOR A COMPLETE UNDERSTANDING OF THE PLAN, YOU SHOULD READ THIS DISCLOSURE STATEMENT, THE PLAN, AND THE APPENDICES, EXHIBITS OR SCHEDULES THERETO IN THEIR ENTIRETY. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PLAN AND THIS DISCLOSURE STATEMENT, THE TERMS OF THE PLAN SHALL CONTROL.
          THE COMPANY HAS NOT COMMENCED A CASE UNDER CHAPTER 11 OF THE BANKRUPTCY CODE AT THIS TIME. BECAUSE NO BANKRUPTCY CASE HAS BEEN COMMENCED, THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY ANY BANKRUPTCY COURT AS CONTAINING “ADEQUATE INFORMATION” WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE. NONETHELESS, IF A CHAPTER 11 CASE IS SUBSEQUENTLY COMMENCED, THE COMPANY INTENDS TO SEEK PROMPTLY AN ORDER OF THE
 
1   All capitalized terms not otherwise defined in this Disclosure Statement have the meanings ascribed to such terms in the Plan, a copy of which is attached hereto as Appendix A.

i


 

BANKRUPTCY COURT APPROVING THIS DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE AND DETERMINING THAT THE SOLICITATION OF VOTES ON THE PLAN BY MEANS OF THIS DISCLOSURE STATEMENT COMPLIED WITH SECTION 1126(b) OF THE BANKRUPTCY CODE.
          THE COMPANY BELIEVES THAT THE PLAN PROVIDES THE BEST RECOVERIES POSSIBLE FOR HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTOR AND THUS STRONGLY RECOMMENDS THAT YOU VOTE TO ACCEPT THE PLAN.
          THE PLAN AFFECTS ONLY HOLDERS OF UNSECURED CLAIMS RELATING TO THE PIK LOAN AND THE HOLDER OF EQUITY INTERESTS IN THE DEBTOR. ALL OTHER CLAIMS, IF ANY, ARE UNIMPAIRED AND UNAFFECTED UNDER THE PLAN.
          THE DEBTOR DOES NOT INTEND TO FILE SCHEDULES IN ITS CHAPTER 11 CASE AND NO CREDITORS SHOULD FILE PROOFS OF CLAIM. THE CLAIMS OF THE COMPANY’S GENERAL UNSECURED CREDITORS ARE NOT IMPAIRED UNDER THE PLAN.
          THE CONFIRMATION AND EFFECTIVENESS OF THE PLAN ARE SUBJECT TO MATERIAL CONDITIONS PRECEDENT, INCLUDING ALL CONDITIONS PRECEDENT TO RESTRUCTURING THE PIK LOAN. THERE CAN BE NO ASSURANCE THAT THOSE CONDITIONS PRECEDENT WILL BE SATISFIED.
          THE COMPANY CURRENTLY INTENDS TO SEEK TO CONSUMMATE THE PLAN AND TO CAUSE THE EFFECTIVE DATE TO OCCUR PROMPTLY AFTER CONFIRMATION OF THE PLAN. THERE CAN BE NO ASSURANCE, HOWEVER, AS TO WHEN AND WHETHER CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE ACTUALLY WILL OCCUR. PROCEDURES FOR DISTRIBUTIONS UNDER THE PLAN, INCLUDING MATTERS THAT ARE EXPECTED TO AFFECT (A) THE TIMING OF THE RECEIPT OF DISTRIBUTIONS BY HOLDERS OF CLAIMS AND (B) THE AMOUNT OF DISTRIBUTIONS ULTIMATELY RECEIVED BY SUCH HOLDERS, ARE DESCRIBED IN SECTION V — “SUMMARY OF THE PLAN.”
          IF THE PLAN IS NOT CONFIRMED AND/OR THE PLAN IS NOT CONSUMMATED, INCLUDING THE DEBTOR’S RESTRUCTURING OF THE PIK LOAN THEN THE COMPANY WILL HAVE TO CONSIDER ALL OF ITS OPTIONS AS A DEBTOR IN BANKRUPTCY. SEE SECTION XI — “ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN.”
          NO PERSON IS AUTHORIZED BY THE COMPANY IN CONNECTION WITH THE PLAN OR THE SOLICITATION TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THIS DISCLOSURE STATEMENT OR THE PLAN OTHER THAN AS CONTAINED IN THIS DISCLOSURE STATEMENT AND THE APPENDICES ATTACHED HERETO OR INCORPORATED HEREIN BY REFERENCE OR REFERRED TO HEREIN. IF SUCH INFORMATION OR REPRESENTATION IS GIVEN OR MADE, IT MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
          THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE. ANY CREDITOR OR INTEREST HOLDER DESIRING ANY SUCH ADVICE OR ANY OTHER ADVICE SHOULD CONSULT WITH ITS OWN ADVISORS.

ii


 

          THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE INFORMATION REGARDING THE COMPANY’S HISTORY AND BUSINESS, IS INCLUDED FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE PLAN BUT, AS TO CONTESTED MATTERS AND ADVERSARY PROCEEDINGS THAT MAY BE COMMENCED UPON THE FILING OF THE DEBTOR’S CHAPTER 11 CASE, IS NOT TO BE CONSTRUED AS AN ADMISSION OR A STIPULATION BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.
          THIS DISCLOSURE STATEMENT MAY NOT BE RELIED ON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, AND NOTHING STATED HEREIN WILL CONSTITUTE AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, OR BE ADMISSIBLE IN ANY PROCEEDING INVOLVING THE COMPANY OR ANY OTHER PARTY, OR BE DEEMED A REPRESENTATION OF THE TAX OR OTHER LEGAL EFFECTS OF THE PLAN ON THE COMPANY OR HOLDERS OF CLAIMS OR INTERESTS. CERTAIN OF THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT, BY THEIR NATURE, ARE FORWARD-LOOKING AND CONTAIN ESTIMATES AND ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. ALL AFFECTED HOLDERS OF CLAIMS OR INTERESTS SHOULD CAREFULLY READ AND CONSIDER THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY, INCLUDING SECTION VI — “RISK FACTORS TO BE CONSIDERED,” BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
          Except with respect to the “Financial Projections” attached hereto as Appendix C and except as otherwise specifically and expressly stated herein (including with respect to the pleadings the Company expects to file in the Chapter 11 Case) and/or with regard to the transactions contemplated hereby, this Disclosure Statement does not reflect any events that may occur subsequent to the date hereof and that may have a material impact on the information contained in this Disclosure Statement. Accordingly, the delivery of this Disclosure Statement will not under any circumstance imply that the information herein is correct or complete as of any time subsequent to the date hereof.
          EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ALL INFORMATION CONTAINED HEREIN HAS BEEN PROVIDED BY THE COMPANY.
          EXCEPT AS SPECIFICALLY NOTED, THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED BY AN INDEPENDENT PUBLIC ACCOUNTING FIRM.
          THE NEW COMMON SHARES OF WORLDWIDE (THE “NEW EQUITY SHARES”) TO BE ISSUED HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE NEW EQUITY SHARES ARE BEING OFFERED AND ISSUED ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF RULE 144A PROMULGATED UNDER THE SECURITIES ACT.

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          THE NEW EQUITY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY STATE SECURITIES LAWS AND ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER AND RESALE THAT ARE DESCRIBED IN SECTION VIII — “CERTAIN TRANSFER RESTRICTIONS.” ACCORDINGLY, THE NEW EQUITY SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY DIRECT OR INDIRECT TRANSFER OF THE NEW EQUITY SHARES WILL ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS IN THE SHAREHOLDERS’ AGREEMENT AND THE BY-LAWS OF WORLDWIDE. PARTIES TO THE SHAREHOLDERS’ AGREEMENT WILL ALSO BE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS. EACH ELIGIBLE HOLDER OF CLAIMS WHO VOTES TO ACCEPT THE PLAN WILL BE DEEMED TO HAVE REPRESENTED AND AGREED TO ALL OF THE APPLICABLE ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH IN SECTION VIII — “CERTAIN TRANSFER RESTRICTIONS.”
          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED TO ELIGIBLE HOLDERS OF CLAIMS OR DETERMINED IF THIS DISCLOSURE STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND IS A CRIMINAL OFFENSE.

iv


 

INCORPORATION BY REFERENCE; WHERE YOU CAN FIND ADDITIONAL INFORMATION
          The Debtor “incorporates by reference” certain documents that Travelport Limited, a wholly owned subsidiary of the Debtor, files, and that it has filed, with the Securities and Exchange Commission (“SEC”) into this Disclosure Statement, which means that the Debtor can disclose important information to the Holders of Claims against and Interests in the Debtor in connection with this Solicitation by referring you to those documents. The Debtor incorporates by reference the documents listed below and any future filings made by Travelport Limited with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) between the date of this Disclosure Statement and the termination of the Solicitation; provided, however, that the Debtor is not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed to have been “furnished” to and not “filed” with the SEC:
    Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 31, 2011;
 
    Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 13, 2011, and the quarter ended June 30, 2011, filed with the SEC on August 9, 2011; and
 
    Current Reports on Form 8-K filed with the SEC on January 22, 2010, January 25, 2011, March 7, 2011 (Item 8.01), March 14, 2011, May 6, 2011, June 3, 2011, and August 4, 2011 (Item 5.02).
          You may obtain documents incorporated by reference into this disclosure statement at no cost by writing or telephoning at the following address:
Travelport Limited
300 Galleria Parkway
Atlanta, Georgia 30339
(770) 563-7400
          You may obtain copies of this Disclosure Statement at no cost by writing or telephoning at the following address:
Travelport Holdings Limited
22 Elm Place
Rye, New York 10580
(973) 939-1620
          SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This Disclosure Statement contains certain forward-looking statements, all of which are based on various estimates and assumptions. Such forward-looking statements are subject to inherent uncertainties and to a wide variety of significant business, economic and competitive risks, including, among others, those summarized herein. See Section VI — “Risk Factors To Be Considered.” When used in this Disclosure Statement, the words “anticipate,” “believe,” “estimate,” “will,” “may,” “intend,” and “expect” and similar expressions generally identify forward-looking statements. Although the Company believes that its plans, intentions, and expectations reflected in the forward-looking statements are reasonable, it cannot be sure that they will be achieved. These statements are only predictions and are not guarantees of future performance or results. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth in this Disclosure Statement. Forward-looking statements speak only as of the date on which they are made. Except as required by law, the Company expressly disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

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TABLE OF CONTENTS
         
INTRODUCTION AND DISCLAIMER
    i  
I. OVERVIEW OF THE COMPANY
    1  
A. Corporate Structure Of The Company
    1  
B. Overview Of Business Operations
    1  
C. Corporate History Of Travelport
    2  
1. Material Debt Of The Debtor’s Affiliates
    2  
2. Major Corporate Transactions
    3  
D. PIK Loan
    3  
E. Historical Financial Information
    5  
F. Events Leading To The Anticipated Chapter 11 Case
    5  
1. Industry-Wide Factors
    5  
2. Maintenance And Financial Covenant Restriction In Debt Agreements
    6  
G. Purpose Of The Restructuring Contemplated By The Plan
    8  
H. Pending Litigation
    9  
II. SUMMARY OF TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN
    9  
III. PLAN VOTING INSTRUCTIONS AND PROCEDURES
    12  
A. Notice To Holders Of Claims And Interests
    12  
B. Solicitation Package
    12  
C. Voting Procedures And Ballots And Voting Deadline
    12  
D. Confirmation Hearing And Deadline For Objections To Confirmation
    13  
IV. THE ANTICIPATED CHAPTER 11 CASE
    14  
A. Motions To Be Filed On The Petition Date In The Chapter 11 Case
    14  
1. Motion To Approve Combined Disclosure Statement And Schedule Confirmation Hearing
    14  
2. Motion To Continue Use Of Existing Bank Account And Business Forms
    14  
3. Retention Of Noticing And Voting Agent
    14  
4. Other “First Day” Motions
    15  
B. Anticipated Timetable For The Chapter 11 Case
    15  
V. SUMMARY OF THE PLAN
    15  
A. Overview Of Chapter 11
    16  
B. Overall Structure Of The Plan
    16  
C. Classification And Treatment Of Claims And Interests
    16  
1. Introduction
    17  
2. Summary Of Classes
    17  
3. Treatment Of Classes
    17  
4. Alternative Treatment
    19  
5. Special Provision Regarding Unimpaired Claims
    19  
6. Procedures For Resolving Disputed, Contingent, And Unliquidated Claims
    19  
D. Acceptance Or Rejection Of The Plan
    19  
1. Classes Entitled To Vote
    19  
2. Acceptance By Impaired Classes
    19  
3. Elimination Of Classes
    20  
E. Means For Implementation Of The Plan
    20  
1. Continued Legal Existence
    20  
2. New Boards Of Directors
    20  
3. PIK Loan Restructuring
    20  
4. Reinstatement Of Equity Interests And The Common Stock Issuance
    21  
5. Equity Escrow Distribution
    22  
6. Liquidity Event
    22  
7. Section 1145 And Other Exemptions
    22  
8. Additional Share Distribution
    23  
9. Treatment Of The Second Lien OpCo Term Loan, The Tranche A Extended PIK Loan And The Tranche B Extended PIK Loan
    23  

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10. Treatment Of The Post-Effective Date Common Stock Distribution And The Additional Share Distribution
    23  
11. Management Incentive Plan
    23  
12. Corporate Action
    23  
13. Preservation Of Certain Causes Of Action
    24  
14. Effectuating Documents; Further Transactions
    24  
15. Exemption From Certain Transfer Taxes And Recording Fees
    24  
16. Further Authorization
    24  
17. Dissolution Of Creditors’ Committee
    24  
F. Provisions Governing Distributions
    25  
1. Allowed Claims And Interests
    25  
2. Distributions For Claims Allowed As Of The Effective Date
    25  
3. Payments And Distributions On Disputed Claims
    25  
4. Special Rules For Distributions To Holders Of Disputed Claims
    25  
5. Interest And Penalties On Claims
    25  
6. Delivery Of Distributions And Undeliverable Or Unclaimed Distributions
    25  
7. Withholding And Reporting Requirements
    26  
8. Setoffs
    26  
G. Treatment Of Executory Contracts And Unexpired Leases
    26  
1. Assumption Of Executory Contracts And Unexpired Leases
    26  
H. Confirmation And Consummation Of The Plan
    26  
1. Conditions To Confirmation
    26  
2. Conditions To Effective Date
    27  
3. Waiver Of Conditions
    28  
I. Effect Of Plan Confirmation
    28  
1. Binding Effect
    28  
2. Revesting Of Assets
    28  
3. Releases And Related Matters
    28  
4. Discharge Of The Debtor
    29  
5. Compromises And Settlements
    29  
6. Injunction
    29  
7. Exculpation And Limitation Of Liability
    30  
8. Indemnification Obligations
    30  
9. Term Of Bankruptcy Injunction Or Stays
    31  
J. Retention Of Jurisdiction
    31  
1. Retention Of Jurisdiction
    31  
2. Failure Of Bankruptcy Court To Exercise Jurisdiction
    32  
K. Allowance And Payment Of Certain Administrative Claims
    32  
1. Professional Fee Claims
    32  
2. Other Administrative Claims
    33  
L. Miscellaneous Provisions
    33  
1. Effectuating Documents And Further Transactions
    33  
2. Reservation Of Rights
    33  
3. Corporate Action
    33  
4. Payment Of Statutory Fees
    33  
5. Amendment Or Modification Of The Plan
    33  
6. Severability Of Plan Provisions
    34  
7. Successors And Assigns
    34  
8. Revocation, Withdrawal, Or Non-Consummation
    34  
9. Governing Law
    34  
10. Waiver Or Estoppel
    34  
VI.  RISK FACTORS TO BE CONSIDERED
    34  
A. Failure To Satisfy Vote Requirement
    35  
B. Failure To Confirm The Plan
    35  
C. Business Risks
    35  
D. Operational Risks
    44  

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E. Financial and Taxation Risks
    50  
F. Risks Related To Travelport’s Relationship With Orbitz Worldwide
    53  
G. Legal And Regulatory Risks
    54  
H. Methods Of Solicitation
    55  
I. Classification And Treatment Of Claims And Interests
    56  
J. Risk Of Non-Occurrence Of The Effective Date
    57  
VII. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS
    57  
A. Issuance And Resale Of New Equity Shares Under the Plan
    57  
VIII. CERTAIN TRANSFER RESTRICTIONS
    59  
IX. CERTAIN TAX CONSEQUENCES OF THE PLAN
    61  
A. CERTAIN BERMUDA TAX CONSIDERATIONS
    61  
B. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
    61  
X. CONFIRMATION AND SANCTION OF THE PLAN
    71  
A. Feasibility Of The Plan
    71  
B. Acceptance Of The Plan
    72  
C. Best Interests Test
    73  
D. Valuation Analysis
    73  
1. Overview
    73  
2. Valuation Methodology
    74  
3. Recoveries
    76  
XI. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
    76  
XII. THE SOLICITATION
    77  
A. Parties-In-Interest Entitled To Vote
    77  
B. Classes Impaired Under The Plan
    77  
C. Revocation; Waivers Of Defects; Irregularities
    77  
D. Further Information; Additional Copies
    78  
XIII. CONCLUSION AND RECOMMENDATION
    78  

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APPENDICES
     
APPENDIX A
  Prepackaged Plan of Reorganization of Travelport Holdings Limited
APPENDIX B
  Corporate Organization Chart of Travelport Holdings Limited and Certain of its Affiliates
APPENDIX C
  Financial Projections
APPENDIX D
  Liquidation Analysis
APPENDIX E
  Historical Financial Information
APPENDIX F
  Amendment Agreement
APPENDIX G
  Second Lien OpCo Term Loan Credit Agreement
APPENDIX H
  Description of Share Capital of Travelport Worldwide Limited

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I. OVERVIEW OF THE COMPANY
          This Disclosure Statement contains, among other things, descriptions and summaries of provisions of the Plan.
          The following overview is a general summary only, which is qualified in its entirety by, and should be read in conjunction with, the more detailed discussions, information, and financial statements and notes thereto appearing elsewhere in this Disclosure Statement and the Plan.
A. Corporate Structure Of The Company
          The Debtor, a Bermuda exempted company, is wholly owned by Worldwide, a Bermuda exempted company, which in turn is wholly owned by TDS Investor (Cayman) L.P., a Cayman Islands exempted limited partnership. Partnerships affiliated with The Blackstone Group, Technology Crossover Ventures and One Equity Partners and certain existing and former members of management of Travelport (as defined below) and other holders of restricted equity units own partnership interests in TDS Investor (Cayman) L.P.
          The Debtor is a holding company with no direct operations. The Debtor’s principal assets are the direct and indirect equity interests it holds in its subsidiaries, including its direct wholly owned subsidiary, Travelport Limited, a Bermuda exempted company, which in turn owns, directly or indirectly, a number of subsidiaries of the Travelport group of companies (such subsidiaries of the Debtor are collectively referred to herein as “Travelport”). As of the date hereof, 12,000 ordinary shares of Travelport Limited were outstanding, all of which were held by the Debtor. As of the date hereof, 12,000 ordinary shares of the Debtor were outstanding, all of which were held by Worldwide.
          The Debtor’s executive offices are located at 22 Elm Place, Rye, New York 10580. The Debtor’s telephone number is (973) 939-1620.
          A chart summarizing the Debtor’s current organizational structure is attached to this Disclosure Statement as Appendix B.
B. Overview Of Business Operations
          The Debtor’s direct wholly owned subsidiary, Travelport Limited, is a broad-based business services company and a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry. Travelport’s Global Distribution Systems (“GDS”) business provides aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Travelport’s GDS business operates three systems, Galileo, Apollo and Worldspan, across approximately 160 countries to provide travel agencies with booking technology and access to considerable supplier inventory that it aggregates from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. The GDS business provides travel distribution services to approximately 800 active travel suppliers and approximately 67,000 online and offline travel agencies, which in turn serve millions of end consumers globally. In 2010, approximately 170 million tickets were issued through the GDS business, with

 


 

approximately six billion stored fares normally available at any one time. The GDS business executed an average of 77 million searches and processed up to 1.8 billion travel-related messages per day in 2010.
          Within the GDS business, the Airline IT Solutions business provides hosting solutions and IT subscription services to airlines to enable them to focus on their core business competencies and reduce costs, as well as business intelligence services. The Airline IT Solutions business manages the mission-critical reservations and related systems for United Airlines (“United”) and Delta Air Lines Inc. (“Delta”), as well as seven other airlines. The Airline IT Solutions business also provides an array of leading-edge IT software subscription services, directly and indirectly, to over 270 airlines and airline ground handlers globally. Travelport has received notice from United that it is terminating its agreement for the Apollo reservation system operated by Travelport on its behalf, with a termination date of March 1, 2012.
C. Corporate History Of Travelport
          Galileo, the cornerstone of Travelport’s GDS business, began as the United Apollo computerized reservation system in 1971 in the United States. In 1997, Galileo International became a publicly listed company on the New York and Chicago Stock Exchanges. In October 2001, Galileo was acquired by Cendant Corporation (“Cendant”). From 2001 to 2006, Cendant completed a series of acquisitions, including Orbitz, Inc. in November 2004 and Gullivers Travel Associates (“GTA”) (which formed the base of the GTA business prior to its sale in May 2011, as described below) in April 2005.
          The Debtor and its wholly owned subsidiary Travelport Limited were formed on July 13, 2006 in connection with the Acquisition (as defined below). The Debtor’s direct wholly owned subsidiary, Travelport Limited, was formed to acquire the travel distribution services businesses of Cendant (the “Acquisition”). On August 23, 2006, the Acquisition was completed, and Travelport Limited was acquired by affiliates of The Blackstone Group, affiliates of Technology Crossover Ventures and certain existing and former members of management. One Equity Partners acquired an economic interest in TDS Investor (Cayman) L.P. in December 2006.
          1. Material Debt Of The Debtor’s Affiliates
          On August 23, 2006, Travelport LLC, an indirect wholly owned subsidiary of the Debtor (“Travelport LLC”) issued $150 million aggregate principal amount of senior dollar floating rate notes due 2014, €235 million aggregate principal amount of senior euro floating rate notes due 2014, $450 million aggregate principal amount of 9 7/8% senior dollar fixed rate notes due 2014 with Travelport Holdings, Inc., a wholly owned subsidiary of Travelport LLC, as a co-obligor thereof (collectively, the “Senior 2006 Notes”) and $300 million aggregate principal amount of 11 7/8% senior subordinated dollar notes due 2016 and €160 million aggregate principal amount of 10 7/8% senior subordinated euro notes due 2016 (together, the “Senior Subordinated Notes”). On August 18, 2010, Travelport LLC and Travelport Inc. issued $250 million aggregate principal amount of 9% senior dollar fixed rate notes due 2016 (the “9% Notes,” and, together with the Senior 2006 Notes, the “Senior Notes,” and, collectively with the Senior Subordinated Notes, the “Notes”). Travelport LLC is the borrower under the Senior Secured Credit Facility (as defined below) and obligor of the outstanding Notes. As of June 30, 2011, there was approximately $1.5 billion aggregate principal amount of total Notes outstanding.
          The Senior Subordinated Notes are unsecured general obligations and are subordinated in right of payment to all of Travelport LLC’s existing and future senior indebtedness (as defined in the applicable debt instruments) (including amounts outstanding under the Senior Secured Credit Facility (as defined below) and the Senior Notes).

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          As of June 30, 2011, there was $123 million aggregate principal amount of senior dollar floating rate notes due 2014, €162 million aggregate principal amount of senior euro floating rate notes due 2014 ($234 million dollar equivalent as of June 30, 2011), $443 million aggregate principal amount of 9 7/8% senior dollar fixed rate notes due 2014, and $250 million aggregate principal amount of 9% senior dollar fixed rate notes due 2016. The euro denominated and dollar denominated floating rate senior notes bear interest at a rate equal to EURIBOR plus 4 5/8% and USLIBOR plus 4 5/8%, respectively.
          As of June 30, 2011, there was $247 million aggregate principal amount of 11 7/8% senior subordinated dollar notes due 2016 and €140 million aggregate principal amount of 10 7/8% senior subordinated euro notes due 2016 ($203 million dollar equivalent as of June 30, 2011).
          2. Major Corporate Transactions
          On July 25, 2007, Travelport completed the initial public offering of approximately 49% of the common stock of its then subsidiary, Orbitz Worldwide, Inc. (“Orbitz Worldwide”), and listed such common stock on the New York Stock Exchange.
          On August 21, 2007, Travelport completed the acquisition of Worldspan Technologies Inc. (“Worldspan”) for $1.3 billion. Worldspan operated as an independent GDS based in the United States before becoming part of the Travelport’s GDS business in August 2007. The Worldspan system resulted from the combination of Delta, Trans World Airlines and Northwest Airlines Corp. (“Northwest”) GDS systems in the early 1990s.
          On October 31, 2007, Travelport transferred approximately 11% of the outstanding equity of Orbitz Worldwide to affiliates, leaving it with approximately 48% of Orbitz Worldwide’s outstanding equity. On January 26, 2010, Travelport Limited purchased $50 million of newly issued common shares of Orbitz Worldwide pursuant to an agreement with Orbitz Worldwide. After this investment, and a simultaneous exchange between Orbitz Worldwide and PAR Investment Partners, a third party investor, of approximately $49.68 million of Orbitz Worldwide debt for common shares of Orbitz Worldwide, Travelport Limited continues to own approximately 48% of Orbitz Worldwide’s outstanding common stock.
          On May 5, 2011, Travelport completed the sale of its GTA business to Kuoni Travel Holding Ltd. pursuant to a share purchase agreement, dated March 5, 2011, among Gullivers Services Limited, Travelport (Bermuda) Ltd., Travelport Inc., Travelport Limited, Kuoni Holdings PLC, Kuoni Holding Delaware, Inc., KIT Solution AG and Kuoni Reisen Holding AG. The gross consideration for the sale of the GTA business was $720 million, subject to certain closing adjustments based on minimum cash and working capital targets at the time of closing. After deducting transaction costs from the cash proceeds received from the sale of the GTA business, Travelport Limited repaid $655 million of indebtedness outstanding under the existing third amended and restated credit agreement, as amended, among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, UBS AG, Stamford Branch, as administrative agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, and the other agents and other lenders party thereto (the “Senior Secured Credit Facility”).
D. PIK Loan
          On March 27, 2007, the Debtor entered into the PIK Loan. The Debtor used the net proceeds from the PIK Loan to pay a dividend to Worldwide, its sole shareholder. The entire PIK Loan is due on March 27, 2012.

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As of September 30, 2011, approximately $715 million (principal including accrued interest) remained outstanding under the PIK Loan.
          Currently, interest on the PIK Loan is capitalized periodically in arrears at a rate of LIBOR plus 8%. Interest is paid in kind unless the Debtor elects to pay the interest in cash. The PIK Loan may be repaid at par at any time.
          Following a change of control (as defined in the PIK Loan), each lender under the PIK Loan may elect to require the Debtor to prepay its portion of the term loan at a prepayment price in cash equal to 101% of the principal amount of the loan outstanding, plus accrued and unpaid interest, if any, to the date of the prepayment; provided, however, that the Debtor may elect to voluntarily prepay the outstanding term loans at par plus an additional prepayment fee prior to allowing the lenders to exercise their right to require a prepayment at 101% pursuant to any such change of control. In addition to paying principal and interest on the outstanding principal under the term loans, the Debtor is required to pay certain fees as agreed in writing between the parties. The PIK Loan contains various covenants, events of default and other provisions. These covenants restrict the ability of the Debtor to, among other things:
    incur additional indebtedness;
 
    make certain investments;
 
    sell certain assets;
 
    create liens on certain assets to secure debt;
 
    consolidate, merge, sell or otherwise dispose of all or substantially all its assets;
 
    enter into certain transactions with affiliates; and
 
    designate subsidiaries as unrestricted subsidiaries.
          On December 4, 2008, the Debtor and Worldwide entered into an amendment to the PIK Loan with the lenders party thereto to permit the Debtor to repurchase loans made under the PIK Loan on a non-pro rata/non-par basis from persons who are not affiliates of the Debtor during the 18-month period from the date of effectiveness of such amendment. In exchange for the ability to make such repurchases, Worldwide contributed approximately $62.7 million to the ordinary share capital of the Debtor.
          Between April 2008 and July 2008, Worldwide acquired from various lenders an aggregate of $90 million of the debt owed by the Debtor under the PIK Loan. On July 7, 2009, the Debtor received a distribution of approximately $152.3 million from Travelport Limited. The Debtor used the funds from the distribution to repurchase $257 million of the outstanding PIK Loan. As of September 30, 2011, the amount of debt that remained outstanding under the PIK Loan (principal including accrued interest) was approximately $715 million.

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E. Historical Financial Information
          For the year ended December 31, 2010, Travelport Limited generated approximately $2,290 million in net revenue. Attached as Appendix E is the historical consolidated financial information of the Debtor as of December 31, 2010 and 2009 and for the six months ended June 30, 2011. The historical consolidated financial information has been prepared in accordance with United States generally accepted accounting principles (“GAAP”).
F. Events Leading To The Anticipated Chapter 11 Case
          As described above, the Debtor is a holding company with no direct operations. Its principal assets are the direct and indirect equity interests it holds in its subsidiaries, including Travelport Limited, and all of its operations are conducted through Travelport Limited and its subsidiaries. As a result, the Debtor is dependent upon dividends or distributions and other payments from Travelport Limited to generate the funds necessary to meet its outstanding debt service and other obligations under the PIK Loan.
          Despite its recent improvements in profitability and successful operations this year, Travelport is currently facing obstacles as a result of the current global economic downturn, as well as market and industry-wide pressures. The prolonged and substantial decrease in global travel volume, particularly air travel, as well as other industry trends, including reduced growth consistent with long-term historical trends following a macroeconomic recovery have negatively impacted Travelport’s operations. Further, the financial covenants in the indentures governing the Notes and financial and maintenance covenants in the Senior Secured Credit Facility limit the ability of the Debtor’s subsidiaries to make distributions and other payments to the Debtor to generate the funds necessary to meet its outstanding debt service obligations under the PIK Loan. The PIK Loan matures on March 27, 2012. Under normal economic and market conditions, the Debtor is confident that it would be able to refinance the PIK Loan.
          Due to these pressures, however, it became evident to the Debtor’s board in early 2011 that a refinancing with new indebtedness or repayment of the PIK Loan at maturity would be unlikely. Subsequently, the Debtor’s board determined that a balance sheet restructuring was the only viable alternative for the Debtor to continue to operate as a going concern following the maturity of the PIK Loan.
          1. Industry-Wide Factors
          Travelport’s business is highly correlated to the overall performance of the travel industry, in particular, growth in air passenger travel which, in turn, is linked to the global macro-economic environment. For the year ended December 31, 2010, approximately 83% of Travelport’s segment volumes were represented by air segments flown, 4% of segment volumes were attributable to other air segments (such as cancellations on the day of travel), with land and sea bookings accounting for the remaining 13%. Between 2003 and 2009, air travel volumes increased at a compounded annual growth rate of 5.1%, approximately twice the rate of global GDP. During the recent global economic recession, air travel volumes declined, with air passenger volumes showing a modest growth of 1.6% in 2008, a decline of 2.1% in 2009 and growth of approximately 7% in 2010, each as compared to its previous year.
          The GDS business typically earns a fee for each segment cancellation. Revenue is earned as normal on subsequent rebookings, unless further cancellations prior to the day of departure are made, in which case Travelport receives a smaller fee on each cancellation. In periods where significant volumes of cancellations prior to the day of departure are made, average revenue per segment increases significantly due to the additional fees with no associated increase in segment volume. For example, during the fourth quarter of 2008, the GDS business

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experienced an unusually large number of cancelled bookings prior to the day of departure as travelers, particularly in the corporate sector, cancelled travel plans as a result of the onset of the global economic recession.
          Consolidations within the airline industry have negatively impacted annual revenue. Delta, one of Travelport’s largest Airline IT services customers, completed its acquisition of Northwest, another of Travelport’s largest Airline IT services customers, in 2009. As part of their integration, Delta and Northwest have migrated to a common IT platform and will have reduced needs for Travelport’s IT services after the integration. In addition, in December 2010, following the merger of United with Continental Airlines (“Continental”), Travelport received a notice from United, terminating its agreement for the Apollo reservation system operated by Travelport for United, with a termination date of March 1, 2012. As a result of such consolidations within the airline industry, Travelport’s annual revenue and EBITDA in 2010 decreased compared to 2009 and will reduce further in future periods.
          Travelport’s businesses experience seasonal fluctuations, reflecting seasonal trends for the products and services offered. These trends cause revenue to be generally higher in the second and third calendar quarters of the year, with GDS revenue peaking as travelers plan and purchase their spring and summer travel. Revenue typically flattens or declines in the fourth and first quarters of the calendar year. Travelport’s results may also be affected by seasonal fluctuations in the inventory made available by travel suppliers.
          While Travelport transacts business primarily in US dollars, foreign exchange movements may impact operating results. The majority of Travelport’s revenue is denominated in US dollars, but a portion of costs are denominated in other currencies (principally, the British pound, Euro, Australian dollar and Japanese yen). Travelport uses foreign currency forward contracts to manage exposure to changes in foreign currency exchange rates associated with foreign currency-denominated receivables and payables and forecasted earnings of foreign subsidiaries. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. Nevertheless, operating results are impacted to a certain extent by movements in the underlying exchange rates between those currencies listed above.
          In general, since the Acquisition and the acquisition of Worldspan in 2007, Travelport has taken a number of actions to enhance organizational efficiency and consolidate and rationalize existing processes. These actions include, among others, the migration of the Galileo data center, formerly located in Denver, Colorado, into the Worldspan data center, located in Atlanta, Georgia; consolidating certain administrative and support functions of Galileo and Worldspan, including accounting, sales and marketing and human resources functions; and the renegotiation of several material vendor contracts. The most significant impact of these initiatives was the elimination of redundant staff positions, reduced technology costs associated with renegotiated vendor contracts, and, to a lesser extent, cost savings and synergies resulting from a reduction in the amount of office rental space required and related utilities, maintenance and other facility operating costs. As a result, results of operations have been significantly impacted by these actions. In addition, a substantial portion of cash flow generated from Travelport’s businesses has been dedicated to debt service requirements for the outstanding Notes issued by the Debtor’s subsidiaries and outstanding loans under the Senior Secured Credit Facility.
          2. Maintenance And Financial Covenant Restriction In Debt Agreements
          The Senior Secured Credit Facility requires Travelport LLC, the borrower under the Senior Secured Credit Facility, to maintain, at regular intervals, a certain maximum total leverage ratio of total debt to consolidated adjusted earnings before interest, taxes, depreciation and amortization (the “Leverage Ratio”). The Leverage Ratio is measured at the end of each fiscal quarter, based on Travelport’s financial results for the previous twelve months of Travelport’s adjusted earnings before interest, taxes, depreciation and amortization. As of June 30, 2011, Travelport’s Leverage Ratio was 5.16 compared to the maximum Leverage Ratio allowable under the Senior Secured Credit Facility of 5.75, and Travelport was in compliance with all financial covenants related to long-term

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debt. Under the terms of the Senior Secured Credit Facility, the maximum Leverage Ratio will decrease from 5.75 at June 30, 2011 to 4.75 by December 31, 2012.
          Further, as discussed above, the Debtor is dependent upon dividends or distributions and other payments from the Debtor’s subsidiaries to generate the funds necessary to meet its outstanding debt service and other obligations under the PIK Loan. However, the Senior Secured Credit Facility and the indentures governing the Notes contain covenants that limit the ability of the Debtor’s subsidiaries to pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments. The Senior Secured Credit Facility and the indentures governing the Notes prohibit, subject to certain exceptions, conditions and limits set forth in such agreements, Travelport Limited and any of its subsidiaries from directly or indirectly, declaring or paying any dividend or making any payment or distribution on account of Travelport Limited and any of its subsidiaries’ equity interests.
          The Senior Secured Credit Facility and the indentures governing the Notes also contain various other covenants that limit the ability to engage in specified types of transactions. These covenants limit the ability of Travelport and its restricted subsidiaries to, among other things:
    incur additional indebtedness;
 
    make certain investments;
 
    sell certain assets;
 
    create liens on certain assets to secure debt;
 
    consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;
 
    enter into certain transactions with affiliates; and
 
    designate subsidiaries as unrestricted subsidiaries.
          In addition, upon the occurrence of a change of control (as defined in the indentures governing the Notes), Travelport LLC is required to make an offer to repurchase all of the Senior Notes or the Senior Subordinated Notes, as applicable, at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.
          3. Evaluation Of Restructuring Alternatives
          Travelport has continually explored, prepared for and evaluated possible transactions, including mergers, acquisitions, divestitures, joint ventures and other arrangements, to ensure the most efficient and effective capital structure and to maximize the value of the enterprise. In July 2007, Travelport completed the initial public offering of common stock of its then subsidiary, Orbitz Worldwide, and listed such common stock on the New York

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Stock Exchange. After transferring approximately 11% of the outstanding equity of Orbitz Worldwide to affiliates in October 2007, Travelport owns approximately 48% of Orbitz Worldwide’s outstanding equity. In August 2007, Travelport completed the acquisition of Worldspan, an independent GDS based in the United States, for $1.3 billion in an EBITDA accretive transaction. Additionally, in March 2007, Travelport announced the sale of the GTA business to Kuoni Travel Holding Ltd. for $720 million, subject to certain closing adjustments based on minimum cash and working capital targets at the time of closing. The transaction was completed on May 5, 2011.
          Additionally, in anticipation of the upcoming maturity of the PIK Loan, the Debtor has made serious and costly attempts to raise capital by way of public offerings of equity in order to repay all amounts outstanding under the PIK Loan. In January 2010, Travelport attempted to complete an unregistered offering of shares within the United States in connection with an initial public offering of shares being made to institutions in the United Kingdom and to eligible institutional investors internationally. In February 2010, Travelport announced that, due to market conditions, it had decided against proceeding with the proposed initial public offering.
          Further, the Debtor has been diligently working with its lenders to extend and renegotiate the PIK Loan on an out-of-court basis. During these negotiations, the Debtor has offered the PIK Loan lenders the same consideration for the extension of the PIK Loan as is being offered under the Plan which is described in Section G below. However, if the Debtor does not receive the consent from lenders holding 100% of the outstanding PIK Loan in order to effectuate an out-of-court restructuring, it expects to file for chapter 11 protection in order to implement the restructuring of the PIK Loan contemplated hereby.
G. Purpose Of The Restructuring Contemplated By The Plan
          The primary purpose of the Plan is to restructure the PIK Loan in the manner set forth in Section G hereof. The Company believes that its business and assets have significant value that would not be realized in a liquidation, either in whole or in substantial part. Further, the Company’s positive historical financial performance, as set forth in the Historical Financial Information, attached hereto as Appendix E, demonstrates the strength and viability of the business. The Historical Financial Information, together with the Financial Projections, attached hereto as Appendix C, shows that the Debtor will have sufficient liquidity and capital resources to (1) make payments required under the Plan and (2) continue its business going forward.
          Consistent with the liquidation analysis, attached hereto as Appendix D, and other analyses prepared by the Debtor and its advisors, the Debtor believes that the value of the Debtor’s assets would be considerably greater if the Company continues as a going concern instead of liquidating. Moreover, the Debtor believes that any alternative to confirmation of the Plan, such as an attempt by another party-in-interest to file a plan of reorganization, would result in significant delays, litigation, and additional costs, and ultimately would lower the recoveries for stakeholders. Accordingly, the Debtor strongly recommends that you vote to accept the Plan, if you are entitled to vote.
          The Plan provides for the amendment of the PIK Loan Credit Agreement to extend the maturity of $135 million principal amount of the PIK Loan from March 27, 2012 to September 30, 2012 (the “Tranche A Extended PIK Loan”) and approximately $287.5 million principal amount of the PIK Loan from March 27, 2012 to December 1, 2016 (the “Tranche B Extended PIK Loan”) (collectively, the “PIK Amendments”), substantially on the terms set forth in the Amended and Restated PIK Loan Credit Agreement. A term sheet describing the various consideration to be received by the Holders of the PIK Loan Unsecured Claims, including without limitation, a description of the PIK Amendments, PIK Loan Cash Distribution, the Second Lien OpCo Term Loan, the distribution of Worldwide’s equity, the Shareholders’ Agreement, the Registration Rights Agreement and other key economic and business terms of the Plan is attached as part of Exhibit B to the Plan annexed hereto as Appendix A.

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          Worldwide, as issuer of the New Equity Shares, is a non-debtor co-proponent of the Plan, is jointly participating in the Plan with the Debtor and shall submit itself to Bankruptcy Court jurisdiction in the event that the Debtor commences a chapter 11 case as set forth in this Disclosure Statement.
H. Pending Litigation
          The Debtor is not a party to any pending litigation.
II. SUMMARY OF TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN
          The primary purpose of the Plan is to effectuate the restructuring of the PIK Loan as described herein. The table set forth below summarizes the classification and treatment of prepetition Claims and Interests under the Plan. For certain classes of Claims, estimated percentage recoveries are also set forth below. Estimated percentage recoveries have been calculated based upon a number of assumptions, including the estimated realizable value ascribed to the Company’s assets.
          Estimated Claim amounts for each Class set forth below are based upon the Company’s review of its books and records. With respect to the General Unsecured Claims in Class 3, such estimated Claim amounts include estimates of any Claims that are contingent, disputed, and/or unliquidated.
          The Company intends to seek to consummate the Plan and cause the Effective Date to occur immediately after all conditions to the Effective Date are satisfied or waived. There can be no assurance, however, as to when or whether the Effective Date will occur. See Section VI — “Risk Factors To Be Considered” for a further discussion of certain factors that could delay or prevent the occurrence of the Effective Date.
          The Company believes that the distributions and treatment of Claims and Interests contemplated by the Plan reflect an appropriate resolution of the Claims and Interests, taking into account the differing nature and priority of such Claims and Interests.
     
Description And Amount    
Of Claims Or Interests   Summary Of Treatment
Administrative Claims
  On, or as soon as reasonably practicable after, the later of (a) the Effective Date, (b) the date on which an Administrative Claim becomes an Allowed Administrative Claim, or (c) the date on which an Allowed Administrative Claim becomes payable under any agreement relating thereto, each Holder of such Allowed Administrative Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Administrative Claim, Cash equal to the unpaid portion of such Allowed Administrative Claim. Notwithstanding the foregoing, (y) any Allowed Administrative Claim based on a liability incurred by the Debtor in the ordinary course of business during the Chapter 11 Case may be paid in the ordinary course of business in accordance with the terms and conditions of any agreement relating thereto and (z) any Allowed Administrative Claim may be paid on such other terms as may be

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Description And Amount    
Of Claims Or Interests   Summary Of Treatment
 
  agreed to between the Holder of such Claim and the Debtor or the Reorganized Debtor.
 
   
 
  Estimated Percentage Recovery: 100%
 
   
Priority Tax Claims
  On, or as soon as reasonably practicable after, the later of (a) the Effective Date or (b) the date on which a Priority Tax Claim becomes an Allowed Priority Tax Claim, in the sole discretion of the Debtor, each Holder of an Allowed Priority Tax Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Priority Tax Claim, (i) Cash equal to the unpaid portion of such Holder’s Allowed Priority Tax Claim, (ii) treatment in any other manner such that such Holder’s Allowed Priority Tax Claim shall not be Impaired pursuant to section 1124 of the Bankruptcy Code, including payment in accordance with the provisions of section 1129(a)(9)(C) of the Bankruptcy Code over a period of not later than five years from the Petition Date, or (iii) such other treatment as to which the Debtor or the Reorganized Debtor and such Holder shall have agreed upon in writing.
 
   
 
  Estimated Percentage Recovery: 100%
 
   
Class 1 — Non-Tax Priority Claims
  On, or as soon as reasonably practicable after, (A) the Effective Date if such Non-Tax Priority Claim is an Allowed Non-Tax Priority Claim on the Effective Date or (B) the date on which such Non-Tax Priority Claim becomes an Allowed Non-Tax Priority Claim, each Holder of an Allowed Class 1 Non-Tax Priority Claim shall receive, in full and final satisfaction, release, and discharge of, and in exchange for, such Allowed Non-Tax Priority Claim, Cash equal to the unpaid portion of such Allowed Non-Tax Priority Claim.
 
   
 
  Estimated Percentage Recovery: 100%
 
   
Class 2 — PIK Loan Unsecured Claims

Allowed Claim Amount: $715 million (principal including accrued interest) as of September 30, 2011, provided, however, that if the PIK Loan Restructuring is consummated prior to or after September 30, 2011, the Allowed Claim Amount will be reduced or increased to reflect interest actually accrued as of the closing date or the Effective Date, as applicable.
  Each Holder of an Allowed Class 2 PIK Loan Unsecured Claim, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed PIK Loan Unsecured Claim, shall receive (x) on the Effective Date, such Holder’s Pro Rata share of (A) the PIK Loan Cash Distribution to reduce the Outstanding PIK Loan Balance, (B) the Second Lien OpCo Term Loan Exchange Portion, (C) the Effective Date Common Stock Distribution, (D) the Tranche A Extended PIK Loan, and (E) the Tranche B Extended PIK Loan; (y) commencing on March 31, 2012, shares of Worldwide pursuant to the Post-Effective Date Common Stock Distribution; and (z) on October 1, 2013, if a Liquidity Event has not yet occurred, such Holder’s Pro Rata share of the Additional Share Distribution. In connection with the Common Stock Issuance and the Additional Share Distribution, each Holder of a PIK Loan Unsecured Claim shall automatically become and be deemed to be a party to the Shareholders’ Agreement regardless

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Description And Amount    
Of Claims Or Interests   Summary Of Treatment
 
  of whether such Holder votes to accept or reject the Plan or executes the Shareholders’ Agreement. For the avoidance of doubt, in the event a Holder of a PIK Loan Unsecured Claim receives alternative treatment pursuant to section 3.4 of the Plan, the portion of the recovery such Holder is entitled to under this section that it has elected not to receive shall be reallocated to the other Holders of PIK Loan Unsecured Claims on a Pro Rata basis.
 
   
 
  Estimated Percentage Recovery: 100%
 
   
Class 3 — General Unsecured Claims
  On the later of the Effective Date and the date on which such General Unsecured Claims are Allowed, or, in each case, as soon thereafter as practicable, each Holder of an Allowed General Unsecured Claim in Class 3 shall be paid in full and final satisfaction of such Holder’s Allowed General Unsecured Claim in Cash. A General Unsecured Claim that is not due and payable on or before the Effective Date shall be paid thereafter (A) in the ordinary course of business in accordance with the terms of any agreement that governs such General Unsecured Claim, or (B) in accordance with the course of practice between the Debtor and such Holder with respect to such General Unsecured Claim.
 
   
 
  Estimated Percentage Recovery: 100%
 
   
Class 4 — Intercompany Claims
  On the later of the Effective Date and the date on which such Intercompany Claims are Allowed, or, in each case, as soon thereafter as practicable, each Holder of an Allowed Intercompany Claim in Class 4 shall be paid in full and final satisfaction of such Holder’s Allowed Intercompany Claim in Cash. Notwithstanding the foregoing, an Intercompany Claim that is not due and payable on or before the Effective Date shall be paid thereafter (A) in the ordinary course of business in accordance with the terms of any agreement that governs such Intercompany Claim, or (B) in accordance with the course of practice between the Debtor and such Holder with respect to such Intercompany Claim.
 
   
 
  Estimated Percentage Recovery: 100%
 
   
Class 5 — Equity Interests
  The Holder of Class 5 Allowed Equity Interests shall retain such Equity Interests as of the Effective Date.
 
   
 
  Estimated Percentage Recovery: 100%

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III. PLAN VOTING INSTRUCTIONS AND PROCEDURES
A. Notice To Holders Of Claims And Interests
          This Disclosure Statement will be transmitted to Holders of Claims and Interests that are entitled under the Bankruptcy Code to vote on the Plan. Holders of Claims and Interests in Classes 2 and 5 of the Plan are the only Holders of Claims or Interests that are entitled to vote on the Plan. The purpose of this Disclosure Statement is to provide adequate information to enable such Holders to make a reasonably informed decision with respect to the Plan prior to exercising their right to vote to accept or reject the Plan. Under the Plan, the Holders of Claims in all other Classes are Unimpaired and are deemed to have accepted the Plan.
          ALL HOLDERS OF CLAIMS AND INTERESTS IN CLASSES 2 AND 5 OF THE PLAN ARE ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND ITS APPENDICES CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING TO VOTE EITHER TO ACCEPT OR TO REJECT THE PLAN. This Disclosure Statement contains important information about the Plan and important considerations pertinent to acceptance or rejection of the Plan.
          THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT TO BE USED IN CONNECTION WITH THE SOLICITATION OF VOTES ON THE PLAN. No person has been authorized to distribute any information concerning the Company relating to the Solicitation other than the information contained herein.
B. Solicitation Package
          In soliciting votes for the Plan pursuant to this Disclosure Statement from the Holders of Claims and Interests in Classes 2 and 5 under the Plan, the Company has contemporaneously sent copies of the Plan and one or more Ballots to be used by such Holders in voting to accept or reject the Plan.
          For purposes of this Disclosure Statement, “Ballots” means the ballots accompanying this Disclosure Statement upon which Holders of Claims and Interests in Classes 2 and 5 shall, among other things, indicate their acceptance or rejection of the Plan in accordance with the Plan and the procedures governing the solicitation process, and which must be actually received by the Voting Agent (as defined below) on or before the Voting Deadline.
C. Voting Procedures And Ballots And Voting Deadline
          After carefully reviewing the Plan, this Disclosure Statement, and the detailed instructions accompanying your Ballot, please indicate your acceptance or rejection of the Plan by voting in favor of or against the Plan on the enclosed Ballot. Please complete and sign your Ballot and return your Ballot to AlixPartners, LLP (“AlixPartners” or the “Voting Agent”) either by email to THL@alixpartners.com, by facsimile to (214) 647-7503, or by hand delivery or overnight courier to the address set forth below, so that it is actually received by the Voting Deadline.
          THE VOTING DEADLINE IS 5:00 P.M. PREVAILING EASTERN TIME ON SEPTEMBER 27, 2011, UNLESS EXTENDED BY THE COMPANY. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE

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DISCRETION, TO EXTEND THE VOTING DEADLINE AT ANY TIME, AND FROM TIME TO TIME, AND WITHOUT THE NEED FOR FURTHER NOTICING.
          The Voting Record Date for determining whether a Holder of an Impaired Claim or Interest is entitled to vote on the Plan is September 19, 2011.
          FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON THE BALLOT AND ACTUALLY RECEIVED NO LATER THAN THE VOTING DEADLINE BY THE VOTING AGENT EITHER BY EMAIL TO THL@ALIXPARTNERS.COM, BY FACSIMILE TO (214) 647-7503, OR BY HAND DELIVERY OR OVERNIGHT COURIER TO THE ADDRESS SET FORTH BELOW.
          If you have any questions about the procedure for voting your Claim or Interest or with respect to the packet of materials that you have received or the amount of your Claim or Interest, or if you wish to obtain an additional copy of the Plan, this Disclosure Statement, or any appendices or exhibits to such documents, please contact the Voting Agent as follows:
Travelport Holdings Limited
c/o AlixPartners, LLP
2101 Cedar Springs Road, Suite 1100
Dallas, TX 75201
Attn: John Franks
1-888-369-6608
          Except as provided below, unless the Ballot is timely submitted to and actually received by the Voting Agent before the Voting Deadline, the Debtor may, in its sole discretion, reject such Ballot as invalid, and therefore decline to utilize it in connection with seeking confirmation of the Plan.
          In the event of a dispute with respect to any Impaired Claim or Interest under the Plan, any vote to accept or reject the Plan cast with respect to such Claim or Interest will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Bankruptcy Court, as applicable orders otherwise.
          FOR FURTHER INFORMATION AND INSTRUCTION ON VOTING TO ACCEPT OR REJECT THE PLAN, SEE SECTION XII — “THE SOLICITATION.”
D. Confirmation Hearing And Deadline For Objections To Confirmation
          Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a Confirmation Hearing. Section 1128(b) of the Bankruptcy Code provides that any party-in-interest may object to confirmation of the Plan.
          If and when the Company files a petition for relief under chapter 11 of the Bankruptcy Code, it will request that the Bankruptcy Court schedule a Confirmation Hearing to consider the adequacy of this Disclosure Statement and to confirm the Plan. Notice of the Confirmation Hearing will be provided to Holders of Claims and Interests or their representatives (the “Confirmation Hearing Notice”) pursuant to an order of the Bankruptcy Court. Objections to Confirmation must be filed with the Bankruptcy Court by the date designated in the Confirmation Hearing Notice and are governed by Bankruptcy Rules 3020(b) and 9014 and local rules of the Bankruptcy Court.

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UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED AND FILED, SUCH OBJECTION TO CONFIRMATION MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT AT THE CONFIRMATION HEARING.
IV. THE ANTICIPATED CHAPTER 11 CASE
          If the Debtor receives acceptances from Holders of PIK Loan Unsecured Claims holding at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of Claims in Class 2 — PIK Loan Unsecured Claims (counting only those Holders of PIK Loan Unsecured Claims that actually vote) in response to the Solicitation occurring pursuant to this Disclosure Statement, but less than 100% acceptance from all Holders of PIK Loan Unsecured Claims, the Debtor intends promptly to commence the Chapter 11 Case. From and after the Petition Date, the Debtor will continue its business as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.
          The Company does not expect the Chapter 11 Case to be protracted. To expedite its emergence from chapter 11, the Company intends to seek, contemporaneously with the filing of its chapter 11 bankruptcy petition, from the Bankruptcy Court, among other things, the relief detailed below. If granted, this relief will facilitate the administration of the Chapter 11 Case. There can be no assurance, however, that the Bankruptcy Court will grant the requested relief. Bankruptcy courts customarily provide various other forms of administrative and other relief in the early stages of chapter 11 cases. The Company intends to seek all necessary and appropriate relief from the Bankruptcy Court to facilitate its restructuring goals, including the matters described below.
A. Motions To Be Filed On The Petition Date In The Chapter 11 Case
          1. Motion To Approve Combined Disclosure Statement And Schedule Confirmation Hearing
          The Debtor will seek an order (i) scheduling a combined Confirmation Hearing and hearing on the adequacy of this Disclosure Statement on the earliest date which is convenient for the Bankruptcy Court (the “Combined Hearing”); (ii) approving the objection deadline and procedures with respect to the Combined Hearing; and (iii) approving the proposed notice of the Combined Hearing. At the Combined Hearing, the Debtor will seek approval of this Disclosure Statement and confirmation of the Plan pursuant to sections 1125, 1128 and 1129 of the Bankruptcy Code. At that time, the Debtor also will request the Bankruptcy Court to approve the prepetition solicitation of votes on the Plan.
          2. Motion To Continue Use Of Existing Bank Account And Business Forms
          Because the Debtor expects the Chapter 11 Case to be pending for approximately 30 days, and because of the administrative hardship that any operating changes will impose, the Debtor will seek authority to continue using its existing bank account and business forms.
          3. Retention Of Noticing And Voting Agent
          The Debtor intends to seek Bankruptcy Court approval to retain and employ AlixPartners as noticing agent and Voting Agent in connection with the Chapter 11 Case. Among other things, AlixPartners will (a) distribute required notices to parties-in-interest, (b) provide the services of the Voting Agent as described herein and (c) provide such other administrative services that the Debtor may require. Such assistance will permit the Debtor to focus on its reorganization efforts.

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          4. Other “First Day” Motions
          Upon the commencement of the Chapter 11 Case, the Debtor also intends to seek court approval to provide for, among other things:
    certain procedures specific to a prepackaged chapter 11 case, including, deferring the filing deadline or waiving the requirement for filing statements of financial affairs and schedules of assets, liabilities and contracts.
B. Anticipated Timetable For The Chapter 11 Case
          Following the Petition Date, the Company expects the Chapter 11 Case to proceed on the following estimated timetable. There can be no assurance, however, that the orders of the Bankruptcy Court to be entered on or shortly after the Petition Date will permit the Chapter 11 Case to proceed as expeditiously as anticipated.
          The Company anticipates that there will be a hearing in the Bankruptcy Court to consider the adequacy of this Disclosure Statement and confirmation of the Plan, and that such hearing will occur approximately 30 days after the Petition Date. Assuming that the Plan is confirmed, the Plan provides that the Effective Date will be the first Business Day on which all conditions to the Plan’s consummation (as set forth in Article VIII of the Plan have been satisfied or waived. See Section V.H.1— “Summary Of The Plan – Confirmation And Consummation Of The Plan – Conditions To Confirmation.” Based upon information currently available, the Debtor believes that the Effective Date could occur shortly after the Confirmation Date. There can be no assurance, however, that this projected timetable can be achieved.
V. SUMMARY OF THE PLAN
          This section provides a summary of the structure and means for implementation of the Plan and the classification and treatment of Claims and Interests under the Plan, and is qualified in its entirety by reference to the Plan (as well as the exhibits thereto and definitions therein).
          The primary objectives of the Plan are to (a) maximize the value of the ultimate recoveries to all creditor groups on a fair and equitable basis and (b) settle, compromise, or otherwise dispose of certain Claims or Interests on terms that the Company believes to be fair and reasonable and in the best interests of its Estate and creditors.
          The statements contained in this Disclosure Statement include summaries of the provisions contained in the Plan and in the documents referred to therein. The statements contained in this Disclosure Statement do not purport to be precise or complete statements of all the terms and provisions of the Plan or the documents referred to therein, and reference is made to the Plan and to such documents for the full and complete statements of such terms and provisions.
          The Plan itself and the documents referred to therein control the actual treatment of Claims against and Interests in the Debtor under the Plan and will, upon the Effective Date, be binding upon all Holders of Claims against and Interests in the Debtor and its Estate, the Reorganized Debtor, and other parties-in-interest, to the extent applicable in each case. In the event of any conflict between this Disclosure

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Statement and the Plan or any other operative document, the terms of the Plan and such other operative document shall control.
A. Overview Of Chapter 11
          Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. Under chapter 11 of the Bankruptcy Code, a debtor is authorized to reorganize or liquidate its business for the benefit of itself, its creditors, and its interest holders. Another goal of chapter 11 is to promote equality of treatment for similarly situated creditors and similarly situated interest holders with respect to the distribution of a debtor’s assets.
          The commencement of a chapter 11 case creates an estate that is comprised of all of the legal and equitable interests of the debtor as of the filing date. The Bankruptcy Code provides that the debtor may continue its business and remain in possession of its property as a “debtor-in-possession.”
          The consummation of a plan of reorganization or liquidation is the principal objective of a chapter 11 case. The plan sets forth the means for satisfying claims against and interests in a debtor. Confirmation of a plan by the Bankruptcy Court makes that plan binding upon the debtor and any creditor of or equity security holder in the debtor, whether or not such creditor or equity security holder (i) is impaired under or has accepted the plan or (ii) receives or retains any property under the plan.
B. Overall Structure Of The Plan
          The Company believes that the Plan provides the best and most expedient possible recovery to Holders of Claims against and Interests in the Debtor. Under the Plan, Claims against and Interests in the Debtor are divided into different Classes. The Classes of Claims against and Interests in the Debtor created under the Plan, the treatment of those Classes under the Plan and distributions, if any, to be made under the Plan are described below.
C. Classification And Treatment Of Claims And Interests
          The Plan classifies Claims and Interests separately and provides different treatment for different Classes of Claims and Interests in accordance with the Bankruptcy Code. As described more fully below, the Plan provides, separately for each Class, that Holders of certain Claims will receive types of consideration based on the different rights of the Holders of Claims in each Class. A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date.
          Procedures for the distributions pursuant to the Plan, including matters that are expected to affect the timing of the receipt of distributions by Holders of Claims, are described in Section V.F — “Summary Of The Plan – Provisions Governing Distributions.”
          In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims (including Professional Fee Claims) and Priority Tax Claims have not been classified.

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          1. Introduction. Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims against and Interests in the Debtor. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified, and the respective treatment of such Unclassified Claims is set forth in Article II of the Plan.
               A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date.
          2. Summary Of Classes.
     
Class   Impaired/Unimpaired; Entitlement To Vote
Class 1 – Non-Tax Priority Claims
  Unimpaired — Deemed to have accepted the Plan and not entitled to vote
   
Class 2 – PIK Loan Unsecured Claims
  Impaired — Entitled to vote
   
Class 3 – General Unsecured Claims
  Unimpaired — Deemed to have accepted the Plan and not entitled to vote
   
Class 4 – Intercompany Claims
  Unimpaired — Deemed to have accepted the Plan and not entitled to vote
   
Class 5 – Equity Interests
  Impaired — Entitled to vote
          3. Treatment Of Classes
  (a)   Class 1 – Non-Tax Priority Claims
  (i)   Claims In Class: Class 1 consists of all Non-Tax Priority Claims against the Debtor.
 
  (ii)   Treatment: On, or as soon as reasonably practicable after, (A) the Effective Date if such Non-Tax Priority Claim is an Allowed Non-Tax Priority Claim on the Effective Date or (B) the date on which such Non-Tax Priority Claim becomes an Allowed Non-Tax Priority Claim, each Holder of an Allowed Class 1 Non-Tax Priority Claim shall receive, in full and final satisfaction, release, and discharge of, and in exchange for, such Allowed Non-Tax Priority Claim, Cash equal to the unpaid portion of such Allowed Non-Tax Priority Claim.
  (b)   Class 2 – PIK Loan Unsecured Claims
  (i)   Claims In Class: Class 2 consists of all PIK Loan Unsecured Claims against the Debtor.
 
  (ii)   Allowance Of PIK Loan Unsecured Claims: The PIK Loan Unsecured Claims shall be Allowed in the aggregate amount of $715 million plus such other amounts that accrue thereon from September 30, 2011 through the

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      Effective Date. For the avoidance of doubt, the Allowed PIK Loan Unsecured Claims shall not be subject to any avoidance, reduction, setoff, offset, recharacterization, subordination (equitable or contractual or otherwise), counter-claim, defense, disallowance, impairment, objection or any challenges under applicable law or regulation.
 
  (iii)   Treatment: Each Holder of an Allowed Class 2 PIK Loan Unsecured Claim, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed PIK Loan Unsecured Claim, shall receive (x) on the Effective Date, such Holder’s Pro Rata share of (A) the PIK Loan Cash Distribution to reduce the Outstanding PIK Loan Balance, (B) the Second Lien OpCo Term Loan Exchange Portion, (C) the Effective Date Common Stock Distribution, (D) the Tranche A Extended PIK Loan, and (E) the Tranche B Extended PIK Loan; (y) commencing on March 31, 2012, shares of Worldwide pursuant to the Post- Effective Date Common Stock Distribution; and (z) on October 1, 2013, if a Liquidity Event has not yet occurred, such Holder’s Pro Rata share of the Additional Share Distribution. In connection with the Common Stock Issuance and the Additional Share Distribution, each Holder of an Allowed PIK Loan Unsecured Claim shall automatically become and be deemed to be a party to the Shareholders’ Agreement regardless of whether such Holder votes to accept or reject the Plan or executes the Shareholders’ Agreement. For the avoidance of doubt, in the event an Allowed Holder of a PIK Loan Unsecured Claim receives alternative treatment pursuant to section 3.4 of the Plan, the portion of the recovery such Holder is entitled to under this section that it has elected not to receive shall be reallocated to the other Holders of Allowed PIK Loan Unsecured Claims on a Pro Rata basis.
  (c)   Class 3 – General Unsecured Claims
  (i)   Claims In Class: Class 3 consists of all General Unsecured Claims against the Debtor.
 
  (ii)   Treatment: On the later of the Effective Date and the date on which such General Unsecured Claims are Allowed, or, in each case, as soon thereafter as practicable, each Holder of an Allowed General Unsecured Claim in Class 3 shall be paid in full and final satisfaction of such Holder’s Allowed General Unsecured Claim in Cash. A General Unsecured Claim that is not due and payable on or before the Effective Date shall be paid thereafter (A) in the ordinary course of business in accordance with the terms of any agreement that governs such General Unsecured Claim, or (B) in accordance with the course of practice between the Debtor and such Holder with respect to such General Unsecured Claim.

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  (d)   Class 4 – Intercompany Claims
  (i)   Claims In Class: Class 4 consists of all Intercompany Claims against the Debtor.
 
  (ii)   Treatment: On the later of the Effective Date and the date on which such Intercompany Claims are Allowed, or, in each case, as soon thereafter as practicable, each Holder of an Allowed Intercompany Claim in Class 4 shall be paid in full and final satisfaction of such Holder’s Allowed Intercompany Claim in Cash. Notwithstanding the foregoing, an Intercompany Claim that is not due and payable on or before the Effective Date shall be paid thereafter (A) in the ordinary course of business in accordance with the terms of any agreement that governs such Intercompany Claim, or (B) in accordance with the course of practice between the Debtor and such Holder with respect to such Intercompany Claim.
  (e)   Class 5 – Equity Interests
  (i)   Interests In Class: Class 5 consists of all Equity Interests.
 
  (ii)   Allowance Of Equity Interests: The Equity Interests shall be Allowed.
 
  (iii)   Treatment: The Holder of Class 5 Allowed Equity Interests shall retain such Equity Interests as of the Effective Date.
          4. Alternative Treatment. Notwithstanding any provision in the Plan to the contrary, any Holder of an Allowed Claim may receive, instead of the distribution or treatment to which it is entitled hereunder, any other less favorable distribution or treatment to which it and the Debtor or the Reorganized Debtor may agree in writing.
          5. Special Provision Regarding Unimpaired Claims. Except as otherwise provided in the Plan, nothing shall affect the Debtor’s or the Reorganized Debtor’s rights and defenses, both legal and equitable, with respect to any Unimpaired Claims, including but not limited to, all rights with respect to legal and equitable defenses to setoffs against or recoupments of Unimpaired Claims.
          6. Procedures For Resolving Disputed, Contingent, And Unliquidated Claims. The Debtor and the Reorganized Debtor may contest the amount and validity of any disputed, contingent or unliquidated Claim in the ordinary course of business in the manner and venue in which such Claim would have been determined, resolved or adjudicated if the Chapter 11 Case had not been commenced.
D. Acceptance Or Rejection Of The Plan
          1. Classes Entitled To Vote. Each Impaired Class of Claims or Interests of the Debtor that is entitled to receive or retain property or any interest under the Plan is entitled to vote to accept or reject the Plan. By operation of law, each Unimpaired Class of Claims is deemed to have accepted the Plan and, therefore, is not entitled to vote.
          2. Acceptance By Impaired Classes. The Impaired Class of Claims (Class 2 – PIK Loan Unsecured Claims) shall have accepted the Plan if (a) the Holders of at least two-thirds in amount of the Allowed Claims actually voting in the Class have voted to accept the Plan and (b) the Holders of more than one-half in

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number of the Allowed Claims actually voting in the Class have voted to accept the Plan, not counting the vote of any Holder designated under section 1126(e) of the Bankruptcy Code. The Impaired Class of Interests shall have accepted the Plan if the Holder of Class 5 Equity Interests has voted to accept the Plan.
          3. Elimination Of Classes. To the extent applicable, any Class that does not contain any Allowed Claims or any Claims temporarily allowed for voting purposes under Bankruptcy Rule 3018, as of the date of the commencement of the Confirmation Hearing, shall be deemed to have been deleted from the Plan for purposes of (a) voting to accept or reject the Plan and (b) determining whether it has accepted or rejected the Plan under section 1129(a)(8) of the Bankruptcy Code.
E. Means For Implementation Of The Plan
          1. Continued Legal Existence. Except as otherwise provided in the Plan, the Debtor will continue to exist after the Effective Date as a separate legal entity, with all the powers under applicable law in Bermuda and pursuant to the Debtor’s organizational documents in effect prior to the Effective Date (provided that such organizational documents shall be amended to prohibit the Reorganized Debtor from issuing non-voting equity securities, to the extent necessary to comply with section 1123(a) of the Bankruptcy Code), without prejudice to any right to terminate such existence (whether by merger or otherwise) under applicable law after the Effective Date.
          2. New Boards Of Directors. The identity of the members of the New Board of each of the Reorganized Debtor, Worldwide and Travelport Limited shall be identified in the Plan Supplement. As of the Effective Date, the Holders of PIK Loan Unsecured Claims shall have the right to select one member of the New Board of each of the Reorganized Debtor, Worldwide and Travelport Limited for an initial term of two (2) years, subject to and in accordance with the terms and conditions set forth in the Shareholders’ Agreement.
          3. PIK Loan Restructuring. The Debtor and Worldwide, as joint proponents of the Plan, shall take, or shall cause to be taken, as applicable, such actions as may be necessary or appropriate to effect the transactions contemplated by the Plan (such actions, as set forth below, and together with the Additional Share Distribution, the “PIK Loan Restructuring”). In furtherance thereto, in the event any of the following have not yet taken place, the Debtor and Worldwide, as joint proponents of the Plan, as applicable, shall or shall cause (directly or indirectly, as applicable) on or prior to the Effective Date:
               (a) OpCo to enter into the Second Lien OpCo Term Loan Credit Agreement and to issue the Second Lien OpCo Term Loan pursuant thereto;
               (b) certain affiliates of the Debtor, which entities are guarantors of the OpCo Credit Facility, to execute and effect the Second Lien OpCo Term Loan Guarantee;
               (c) Travelport Limited to issue the New Intercompany Note to OpCo in exchange for the entire outstanding principal of the Second Lien OpCo Term Loan;
               (d) Travelport Limited to dividend $89.5 million in Cash and $207.5 million of principal value of the Second Lien OpCo Term Loan to the Debtor;
               (e) Travelport Limited to create the New Sub;
               (f) Travelport Limited to deliver, as an investment, $135 million of principal value of the Second Lien OpCo Term Loan to the New Sub (the “New Sub Investment”);
               (g) the New Sub to deposit with the New Sub Escrow Agent the New Sub Investment;
               (h) the New Sub to execute and effect the New Sub Guarantee and the New Sub Pledge;

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               (i) distribute $85 million dollars received from Travelport Limited to the Holders of the PIK Loan Unsecured Claims, on a Pro Rata basis, as a pay-down of PIK Loan (the “PIK Loan Cash Distribution”);
               (j) distribute $207.5 million of the Second Lien OpCo Term Loan (the “Second Lien OpCo Term Loan Exchange Portion”) to the Holders of the PIK Loan Unsecured Claims in exchange for $207.5 million of the PIK Loan;
               (k) the Shareholder Party to form Travelport NewCo, and the Shareholder Party to transfer its 100% interest in Worldwide to Travelport NewCo in exchange for 100% of the equity of Travelport NewCo;
               (l) issue 40% of the fully diluted issued and outstanding common stock of Worldwide, as follows: (i) the Effective Date Common Stock Distribution to the Holders of PIK Loan Unsecured Claims on a Pro Rata basis and (ii) the Effective Date Common Stock Escrow Distribution to the Equity Escrow Agent (collectively, the “Common Stock Issuance”); provided, however in the event BMA Approval is not granted for any particular Holder of PIK Loan Unsecured Claims the issuance shall nonetheless be deemed effective subject to the satisfaction of the condition contained in section 8.2(e) of the Plan. The shares of Worldwide that would otherwise be issued to Holder(s) that have not obtained BMA Approval will (i) be issued into escrow (along with any dividends, distributions or other consideration received in respect of the Worldwide shares), and (ii) will be released from escrow, along with any dividends, distributions or other consideration received, to such Holder(s) on such later date when BMA Approval is obtained. Holders(s) that have not obtained BMA Approval may transfer the right to receive such shares held in escrow to a valid transferee (as permitted pursuant to the Shareholders’ Agreement, but not subject to the right of first offer set forth therein). In the event BMA Approval is not obtained for the Holder or a valid transferee within three months following the Effective Date such undistributed shares of Worldwide shall be reallocated and distributed to the Holders of Allowed PIK Loan Unsecured Claims that have received BMA Approval on a Pro Rata basis;
               (m) execute the Shareholders’ Agreement, the Equity Escrow Agreement and the Registration Rights Agreement;
               (n) execute the Amendment Agreement and the Amended and Restated PIK Loan Credit Agreement, such amendments shall have become effective, and distribute the Tranche A Extended PIK Loan and the Tranche B Extended PIK Loan to the Holders of PIK Loan Unsecured Claims on a Pro Rata basis;
               (o) $4.5 million of the $89.5 million cash dividend received by the Debtor in accordance with section 5.3(d) of the Plan will be retained by the Debtor for the payment of fees and expenses allocable to the Debtor, Worldwide or Travelport NewCo in connection with the transactions contemplated thereby, with any unused amount being applied to reduce the Tranche B Extended PIK Loan as soon as practicable after the Effective Date; and
               (p) OpCo and the other Debtor-affiliates to the OpCo Credit Facility to execute the OpCo Credit Facility Amendment and such amendment shall have become effective (each of the foregoing (a) – (p) collectively, the “Conditions”).
          4. Reinstatement Of Equity Interests And The Common Stock Issuance.(a) The reinstatement of Equity Interests by the Reorganized Debtor and the Common Stock Issuance, the Additional Share Distribution and the shares issued pursuant to the Management Incentive Plan are authorized without the need for any further corporate action (other than standard Worldwide corporate governance approval) or further notice to or action, order, or approval of the Bankruptcy Court or any other entity except for those expressly required pursuant to the Plan; provided, however that the Common Stock Issuance is subject to BMA Approval as described herein. On the Effective Date, Equity Interests in the Reorganized Debtor shall be retained and the Common Stock Issuance, consisting of the Effective Date Common Stock Distribution and the Effective Date Common Stock Escrow Distribution shall be made to the Holders of PIK Loan Unsecured Claims and the Equity Escrow Agent, as applicable.

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               All shares issued in the Common Stock Issuance, the Additional Share Distribution, and pursuant to the Management Incentive Plan shall be duly authorized, validly issued and, if applicable, fully paid and non-assessable.
          5. Equity Escrow Distribution.(a) Pursuant to section 3.3 of the Plan, and as is also described in the Shareholders’ Agreement and the Equity Escrow Agreement, the Equity Escrow Agent shall make the Post-Effective Date Common Stock Distribution to Holders of PIK Loan Unsecured Claims on a Pro Rata basis in accordance with the Post-Effective Date Common Stock Distribution Schedule subject to the occurrence of a Liquidity Event as described in section 5.6 of the Plan.
          6. Liquidity Event.(a) As is also described in the Equity Escrow Agreement, upon the occurrence of a Liquidity Event, the Equity Escrow Agent will cease the Post-Effective Date Common Stock Distribution, and any shares of Worldwide still held by the Equity Escrow Agent thereafter shall be repurchased by Travelport NewCo for no additional consideration, and all dividends, distributions and other consideration received in respect of such shares shall be returned to Travelport NewCo; provided, however, in the event a Subject IPO or a Subject Transaction is not consummated as set forth in section 5.6 of the Plan, the Equity Escrow Agent shall resume the Post-Effective Date Common Stock Distribution in accordance with the Post-Effective Date Common Stock Distribution Schedule.
    In the event a Subject IPO is not closed within three months from the announcement date of the Subject IPO, resulting in the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash during that time period, then the Post-Effective Date Common Stock Distribution will continue in accordance with the Post-Effective Date Common Stock Distribution Schedule, and the release of shares of Worldwide by the Equity Escrow Agent contemplated in the Plan shall be made as if no announcement had been made, subject to an automatic one-time three month extension to close the Subject IPO for SEC approval or other applicable securities regulatory approval if the necessary approval is actively being sought using commercially reasonable best efforts but no decision has yet been made by the SEC or other applicable securities regulatory agency to approve.
 
    In the event a Subject Transaction is announced (i) prior to March 31, 2012 but is not closed (resulting in the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash during that time period) prior to October 31, 2012, or (ii) after March 31, 2012 but is not closed (resulting in the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash during that time period) prior to six months following the announcement of the Subject Transaction, then the Post-Effective Date Common Stock Distribution will continue in accordance with the Post-Effective Date Common Stock Distribution Schedule, and the release of shares by the Equity Escrow Agent contemplated in the Plan shall be made as if no announcement had been made; provided, however, that these closing deadlines are subject to an automatic one-time three-month extension if necessary regulatory approval of the sale, amalgamation or merger is actively being sought using commercially reasonable best efforts but no decision has yet been made by the regulatory agency to approve or block the Subject Transaction; provided further, however, in no case, may the time period between announcement and closing with respect to clause (i) above exceed 365 days and with respect to clause (ii) above exceed 270 days, before the Post-Effective Date Common Stock Distribution will continue in accordance with the Post-Effective Date Common Stock Distribution Schedule, and the release of shares by the Equity Escrow Agent contemplated in the Plan shall be made as if no announcement had been made; provided further, however, that in any event, if and when any Subject Transaction is consummated the Post-Effective Date Common Stock Distribution will stop.
          7. Section 1145 And Other Exemptions. Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance and distribution of any securities contemplated by the Plan and any and all settlement agreements incorporated therein, including shares issued in the Common Stock Issuance, the Post-Effective Date Common Stock Distribution, the Additional Share Distribution and pursuant to the Management Incentive Plan shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act of 1933 (as now

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in effect or hereafter amended) and any other applicable law requiring registration prior to the offering, issuance, distribution or sale of securities.
          8. Additional Share Distribution. Pursuant to section 3.3 of the Plan, the Disbursing Agent shall make a Pro Rata distribution of the Additional Shares to the Holders of PIK Loan Unsecured Claims in accordance with section 3.3 of the Plan (the “Additional Share Distribution”); provided that the total amount of the Additional Shares issued shall be reduced to the extent necessary, in the reasonable opinion of tax counsel, in order to prevent an “ownership change” within the meaning of section 382(g) of the IRC, with respect to Worldwide, prior to the consummation of a sale, merger, amalgamation or IPO transaction (an “Ownership Change”). To the extent the full amount of the Additional Shares is not issued pursuant to the preceding sentence, (i) the Holders of PIK Loan Unsecured Claims will be issued such shares that have not yet been issued or receive an amount of Cash equal to the fair market value of such shares upon the earlier of the first date on which such shares can be issued without causing an Ownership Change or the consummation of a sale, merger, amalgamation or IPO transaction, respectively, unless, solely in the case of the issuance of the Additional Shares (and not in the case of payment of Cash), in the reasonable opinion of tax counsel, it would cause an Ownership Change; and (ii) until such time as all of the Additional Shares are issued or payment in Cash with respect to such shares is made, in each case pursuant to clause (i) above, Worldwide shall use its best reasonable efforts to prevent any “owner shift” or “equity structure shift” within the meaning of section 382(g) of the IRC with respect to Worldwide. In the event that the Majority Shareholder takes any action, directly or indirectly, to cause an Ownership Change, the Additional Shares will be promptly issued as described above.
          9. Treatment Of The Second Lien OpCo Term Loan, The Tranche A Extended PIK Loan And The Tranche B Extended PIK Loan. The Debtor, the Reorganized Debtor and Worldwide shall, and by accepting distributions pursuant to the Plan each Holder of an Allowed PIK Loan Unsecured Claim receiving distributions pursuant to the Plan shall be deemed to have agreed to, (i) treat each of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and the Second Lien OpCo Term Loan as debt for U.S. federal income tax purposes and (ii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and the Second Lien OpCo Term Loan as debt for U.S. federal income tax purposes.
          10. Treatment Of The Post-Effective Date Common Stock Distribution And The Additional Share Distribution. If a portion (the “Imputed Interest Potion”) of any Post-Effective Date Common Stock Distribution or Additional Share Distribution (collectively, the “Unreleased Worldwide Stock Distributions”) is recharacterized as imputed interest under the IRC pursuant to section 483 thereof or otherwise, the Debtor, the Reorganized Debtor and Worldwide shall, and by accepting distributions pursuant to the Plan each Holder of an Allowed PIK Loan Unsecured Claim receiving distributions pursuant to the Plan shall be deemed to have agreed to, (i) for all U.S. federal, state and local income tax purposes, treat the Imputed Interest Portion as paid first in the form of any Cash or property other than shares of Worldwide that are part of such Unreleased Worldwide Stock Distribution, and thereafter, to the extent necessary, a portion of the shares of Worldwide distributed in such Unreleased Worldwide Stock Distribution (such portion, the “Imputed Interest Shares”); (ii) treat any Imputed Interest Shares as separate shares (and not as a portion of each Worldwide share that is part of such Unreleased Worldwide Stock Distribution); and (iii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Imputed Interest Portion and the Imputed Interest Shares as provided in section 5.10 of the Plan.
          11. Management Incentive Plan. The post-Effective Date Management Incentive Plan shall be implemented by the New Board of Worldwide subject to the terms of the Restructuring Support Agreement.
          12. Corporate Action. Each of the matters provided for under the Plan involving the corporate structure of the Debtor or the Reorganized Debtor or any corporate action to be taken by or required of the Debtor or the Reorganized Debtor shall be deemed to have occurred and be effective as provided therein, and shall be authorized, approved and, to the extent taken prior to the Effective Date, ratified in all respects without any requirement of further action by stockholders, members, creditors, directors, or managers of the Debtor or the Reorganized Debtor.

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          13. Preservation Of Certain Causes Of Action. In accordance with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtor shall retain and may (but is not required to) enforce all Retained Actions. After the Effective Date, the Reorganized Debtor, in its sole and absolute discretion, shall have the right to bring, settle, release, compromise, or enforce such Retained Actions (or decline to do any of the foregoing), without further approval of the Bankruptcy Court. The Reorganized Debtor or any successors, in the exercise of their sole discretion, may pursue such Retained Actions so long as it is in the best interests of the Reorganized Debtor or any successors holding such rights of action. The failure of the Debtor to specifically list any claim, right of action, suit, proceeding or other Retained Action in the Plan does not, and will not be deemed to, constitute a waiver or release by the Debtor or the Reorganized Debtor of such claim, right of action, suit, proceeding or other Retained Action, and unless any causes of action against an entity are expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtor expressly reserves the right to pursue such claims, rights of action, suits, proceedings and other Retained Actions in its sole discretion and, therefore, no preclusion doctrine, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise) or laches will apply to such claim, right of action, suit, proceeding, or other Retained Action upon, after, or as a consequence of the Confirmation or consummation of the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any claim, right of action, suit, proceeding or other Retained Action that the Debtor may hold against any entity shall vest in the Reorganized Debtor. The Reorganized Debtor, through its authorized agents or representatives, shall retain and may exclusively enforce any and all such claims, rights of action, suits, proceedings or other Retained Actions. The Reorganized Debtor reserves and shall retain the foregoing causes of action notwithstanding the rejection or repudiation of any Executory Contract during the Chapter 11 Case or pursuant to the Plan.
          14. Effectuating Documents; Further Transactions. The Debtor and the Reorganized Debtor, and their respective officers and designees, are authorized to execute, issue, deliver, file, or record such contracts, securities, instruments, releases, indentures, and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan, or to otherwise comply with applicable law, without further notice to or action, order, or approval of the Bankruptcy Court or any other entity except for those expressly required pursuant to the Plan.
          15. Exemption From Certain Transfer Taxes And Recording Fees. Pursuant to section 1146(a) of the Bankruptcy Code, any transfers from the Debtor to the Reorganized Debtor or to any other Person or entity pursuant to the Plan, or any agreement regarding the transfer of title to or ownership of the Debtor’s real or personal property will not be subject to any document recording tax, stamp tax, conveyance fee, sales tax, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, and the Confirmation Order will direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.
          16. Further Authorization. The Debtor and the Reorganized Debtor shall be entitled to seek such orders, judgments, injunctions, and rulings as they deem necessary to carry out the intentions and purposes, and to give full effect to the provisions, of the Plan.
          17. Dissolution Of Creditors’ Committee. The Debtor does not anticipate a Creditors’ Committee will be formed in the Chapter 11 Case because general unsecured creditors are Unimpaired under the Plan. Notwithstanding this, a Creditors’ Committee, if appointed, shall continue in existence until the Effective Date to exercise those powers and perform those duties specified in section 1103 of the Bankruptcy Code and shall perform such other duties as it may have been assigned by the Bankruptcy Court prior to the Effective Date. On the Effective Date, the Creditors’ Committee, if appointed, shall be dissolved and the Creditors’ Committee’s members shall be deemed released of all their duties, responsibilities, and obligations in connection with the Chapter 11 Case or the Plan and its implementation, and the retention or employment of the Creditors’ Committee’s attorneys, accountants, professionals, and other agents shall terminate, except with respect to (a) all Professional Fee Claims and (b) any appeals of the Confirmation Order.

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F. Provisions Governing Distributions
          1. Allowed Claims And Interests. Notwithstanding any provision in the Plan to the contrary, the Debtor or the Reorganized Debtor shall make distributions only to Holders of Allowed Claims. A Holder of a Disputed Claim shall receive only a distribution on account thereof when and to the extent that such Holder’s Disputed Claim becomes an Allowed Claim.
          2. Distributions For Claims Allowed As Of The Effective Date. Except as otherwise provided in the Plan or as ordered by the Bankruptcy Court, distributions to be made on account of Claims that are Allowed Claims as of the Effective Date shall be made on the Effective Date. Any payment or distribution required to be made under the Plan on a day other than a Business Day shall be made on the next succeeding Business Day.
          3. Payments And Distributions On Disputed Claims. Distributions made after the Effective Date to Holders of Claims that are not Allowed Claims as of the Effective Date but which later become Allowed Claims shall be deemed to have been made on the Effective Date.
          4. Special Rules For Distributions To Holders Of Disputed Claims. Notwithstanding any provision otherwise in the Plan and except as otherwise agreed to by the relevant parties: (a) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until all such disputes in connection with such Disputed Claim have been resolved by settlement or Final Order, and (b) any entity that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order and the Disputed Claim has been Allowed.
          5. Interest And Penalties On Claims. Unless otherwise specifically provided for in the Plan or the Confirmation Order, or required by applicable bankruptcy law, postpetition interest and penalties shall not accrue or be paid on any Claims and no Holder of a Claim shall be entitled to interest and penalties accruing on or after the Petition Date through the date such Claim is satisfied in accordance with the terms of the Plan.
          6. Delivery Of Distributions And Undeliverable Or Unclaimed Distributions.
               (a) Delivery Of Distributions In General. Except as otherwise provided in the Plan, the Disbursing Agent shall make distributions to Holders of Allowed Claims at the address for each such Holder as indicated on the Reorganized Debtor’s records as of the date of any such distribution; provided that the method of delivery of such distributions shall be determined at the discretion of the Reorganized Debtor.
               (b) Fractional Shares. No fractional shares will be issued or distributed in the Common Stock Issuance, the Additional Share Distribution or pursuant to the Management Incentive Plan under the Plan. The actual distribution of shares in the Common Stock Issuance, the Additional Share Distribution and pursuant to the Management Incentive Plan will be rounded to the next higher or lower number as follows: (i) fractions less than one-half (1/2) shall be rounded to the next lower whole number and (ii) fractions equal to or greater than one-half (1/2) shall be rounded to the next higher whole number. The total number of shares to be distributed in the Common Stock Issuance, the Additional Share Distribution and pursuant to the Management Incentive Plan will be adjusted as necessary to account for such rounding.
               (c) Minimum Distributions. Notwithstanding anything in the Plan to the contrary, the Disbursing Agent shall not be required to make distributions or payments of Cash of less than the amount of $50 and shall not be required to make partial distributions or payments of fractions of dollars. Whenever any payment or distribution of a fraction of a dollar under the Plan would otherwise be called for, the actual payment or distribution will reflect a rounding of such fraction to the nearest whole dollar, with half dollars or less being rounded down.
               (d) Means Of Cash Payment. Payments of Cash made pursuant to the Plan shall be in U.S. dollars and shall be made, at the option and in the sole discretion of the Reorganized Debtor, by (a) checks drawn on or (b) wire transfer from a domestic bank selected by the Reorganized Debtor. Cash payments to foreign creditors may be made, at the option of the Reorganized Debtor, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.

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               (e) Undeliverable Distributions And Unclaimed Property. In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided, however, that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year from the Effective Date. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtor (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder to such property or interest in property shall be discharged and forever barred.
          7. Withholding And Reporting Requirements. In connection with the Plan and all distributions thereunder, the Reorganized Debtor shall comply with all withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. The Reorganized Debtor shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements.
          8. Setoffs.(a) Except as otherwise set forth in the Plan, the Reorganized Debtor may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy laws, but shall not be required to, set off against any Claim, the payments or other distributions to be made pursuant to the Plan in respect of such Claim, or claims of any nature whatsoever that the Debtor or the Reorganized Debtor may have against the Holder of such Claim; provided, however, that neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Reorganized Debtor of any such claim that the Debtor or the Reorganized Debtor may have against such Holder.
G. Treatment Of Executory Contracts And Unexpired Leases
          1. Assumption Of Executory Contracts And Unexpired Leases. On the Effective Date, all Executory Contracts or Unexpired Leases of the Debtor shall be deemed assumed in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, except those Executory Contracts or Unexpired Leases that have previously expired or terminated pursuant to their own terms. An Executory Contract or Unexpired Lease that is deemed to be assumed pursuant to the foregoing sentence shall be referred to as an “Assumed Contract.”
          Entry of the Confirmation Order by the Bankruptcy Court shall constitute findings by the Bankruptcy Court that (a) the Reorganized Debtor has properly provided for the cure of any defaults that might have existed, (b) each assumption is in the best interest of the Reorganized Debtor, its Estate, and all parties in interest in the Chapter 11 Case and (c) the requirements for assumption of any Executory Contract or Unexpired Lease to be assumed had been satisfied. Except as otherwise provided in the following sentence, all cure payments under any Assumed Contract would be made by the Reorganized Debtor on the Effective Date or as soon as practicable thereafter. In the event of a dispute, cure payments required by section 365(b)(1) of the Bankruptcy Code shall be paid upon entry of a Final Order resolving such dispute.
H. Confirmation And Consummation Of The Plan
          1. Conditions To Confirmation. The following are conditions precedent to Confirmation of the Plan each of which must be satisfied unless waived in accordance with section 8.3 of the Plan.
               (a) The Bankruptcy Court shall have approved the Disclosure Statement in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party.
               (b) The Confirmation Order, the Plan and all exhibits and annexes to each of the Plan and the Confirmation Order shall be in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party.

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          2. Conditions To Effective Date.(a) The Debtor shall request that the Confirmation Order include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule 3020(e), the Confirmation Order shall take effect immediately upon its entry. The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied or waived in accordance with section 8.3 of the Plan:
               (a) The Confirmation Order, with the Plan and all exhibits and annexes to each, in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party, shall have been entered by the Bankruptcy Court and shall be a Final Order and shall, among other things, provide that the Debtor and the Reorganized Debtor are authorized to take all actions necessary or appropriate to enter into, implement, and consummate the PIK Loan Restructuring and other agreements or documents created in connection with the Plan.
               (b) All documents related to, provided for therein, or contemplated by the PIK Loan Restructuring, including the PIK Loan Restructuring Documents, in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party, shall have been executed and delivered, and all conditions precedent thereto shall have been satisfied (other than the occurrence of the Effective Date).
               (c) All authorizations, consents, and regulatory approvals required, if any, in connection with the consummation of the Plan shall have been obtained.
               (d) Worldwide and the Debtor shall have amended their organizational documents as required by the Bankruptcy Code and as necessitated by the Plan and the transactions contemplated thereby, in form and substance reasonably satisfactory to the Requisite Consenting Lenders.
               (e) BMA Approval shall have been given to (i) each of the Consenting Lenders and (ii) Holders of no less than 70% of the PIK Loan Unsecured Claims that have completed and submitted the documents required by the BMA to the BMA.
               (f) All actions, documents and agreements necessary to implement the Plan and the PIK Loan Restructuring shall be in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party and shall have been effected or executed as applicable, including but not limited to the Conditions.
               (g) The Debtor shall have sufficient Cash to make all required payments to be made on the Effective Date.
               (h) Execution by the Shareholder Party and Blackstone of Mutual Releases.
               (i) Travelport Limited (and its direct or indirect owners) shall have taken all action required for Travelport Limited to be treated as a disregarded entity under the IRC.
               (j) Worldwide and its direct or indirect owners shall not have taken any action, or omitted to take any action, prior to the Effective Date, if such action or omission would cause Worldwide to no longer be treated as a corporation under the IRC.
               (k) Worldwide shall have made a representation to the Requisite Consenting Lenders as to its capitalization on the Effective Date, and shall hold no assets other than its interests in the Debtor, and shall have, and represent that it has, no liabilities (other than obligations under the Shareholders’ Agreement).
               (l) The Debtor or OpCo shall have reimbursed the Initial Consenting Lenders and the Shareholder Party, without the need to file a fee application with the Bankruptcy Court, for the reasonable fees and expenses of each party’s respective select legal counsels and financial advisors, pursuant to the terms of the Restructuring Support Agreement.

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          3. Waiver Of Conditions.(a) Each of the conditions to the Effective Date set forth in the Plan may be waived in whole or in part by the Person who is entitled to satisfaction of that condition, without any notice to parties in interest or the Bankruptcy Court and without a hearing. The failure to satisfy or waive any condition to the Effective Date may be asserted by the Debtor, the Requisite Consenting Lenders or the Shareholder Party (or as otherwise provided in the Restructuring Support Agreement) regardless of the circumstances giving rise to the failure of such condition to be satisfied. The failure of the Debtor, the Requisite Consenting Lenders and the Shareholder Party to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right that may be asserted at any time.
I. Effect Of Plan Confirmation
          1. Binding Effect. The Plan shall be binding upon and inure to the benefit of the Debtor, its Estate, all present and former Holders of Claims and Interests, and their respective successors and assigns, including but not limited to the Reorganized Debtor.
          2. Revesting Of Assets. Except as otherwise explicitly provided in the Plan, on the Effective Date, all property comprising the Estate (including Retained Actions, but excluding property that has been abandoned pursuant to an order of the Bankruptcy Court) shall revest in the Reorganized Debtor, free and clear of all Claims, Liens, charges, encumbrances, rights and Interests of creditors and equity security holders. As of the Effective Date, the Reorganized Debtor may continue its business and use, acquire, and dispose of property and settle and compromise Claims or Interests without supervision of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan or the Confirmation Order.
          3. Releases And Related Matters.
               (a) Releases By Holders Of Claims And Interests. To the maximum extent permitted by applicable law, as of the Confirmation Date (but subject to the occurrence of the Effective Date), for good and valuable consideration, the adequacy of which is hereby confirmed, each Holder of a Claim or Interest that affirmatively votes in favor of the Plan hereby forever releases, waives, and discharges all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, and liabilities, whatsoever against the Released Parties, arising under or in connection with or related to the Debtor, the Estate, the conduct of the Debtor’s business, the Chapter 11 Case, the Plan (other than the rights under the Plan and the documents that comprise the Plan Supplement, contracts, instruments, releases, indentures, and other agreements or documents delivered hereunder or contemplated hereby and thereby) or the Reorganized Debtor, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereunder arising, in law, equity, or otherwise, that are based in whole or in part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtor, the Estate, the conduct of the Debtor’s business, the Chapter 11 Case, the Plan or the Reorganized Debtor.
               (b) Releases By The Debtor, Its Estate And The Reorganized Debtor. As of the Confirmation Date (but subject to the occurrence of the Effective Date), for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtor, the Reorganized Debtor and any Person seeking to exercise the rights of the Estate, including, without limitation, any successor to the Debtor or any estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code shall be deemed to forever release, waive, and discharge the Released Parties of all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities which the Debtor or the Estate is entitled to assert, whether known or unknown, liquidated or unliquidated, fixed or contingent, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, or otherwise, based in whole or in part upon any act or omission, transaction, or occurrence taking place on or prior to the Effective Date in any way relating to the Debtor, the Estate, the conduct of the Debtor’s business, the Chapter 11 Case, the Plan or the Reorganized Debtor with respect to each of the Released Parties; provided, however, that there shall be no such release, waiver or discharge on account of claims or obligations in respect of the rights and obligations under the Plan, the transaction documents, the documents that comprise the Plan Supplement, and the

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contracts, instruments, releases, and other agreements or documents delivered hereunder or contemplated hereby and thereby.
          4. Discharge Of The Debtor.
               (a) Except as otherwise provided in the Plan or in the Confirmation Order, (x) all consideration distributed under the Plan shall be in exchange for, and in full and final satisfaction, settlement, discharge, and release of, all Claims, Interests and causes of action of any nature whatsoever against the Debtor, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, liabilities of, Liens on, obligations of, rights and Interests in the Debtor or its assets or properties and, (y) regardless of whether any property shall have been abandoned by order of the Bankruptcy Court, retained, or distributed pursuant to the Plan on account of such Claims, upon the Effective Date, the Debtor shall be deemed discharged and released under section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims, including, but not limited to, demands and liabilities that arose before the Effective Date, and all debts of the kind specified in section 502 of the Bankruptcy Code, whether or not (i) a proof of claim based upon such debt is filed or deemed filed under section 501 of the Bankruptcy Code, (ii) a Claim based upon such debt is Allowed under section 502 of the Bankruptcy Code, (iii) a Claim based upon such debt is or has been disallowed by order of the Bankruptcy Court, or (iv) the Holder of a Claim based upon such debt accepted the Plan.
               (b) As of the Effective Date, except as provided in the Plan or the Confirmation Order, all Persons shall be precluded from asserting against the Debtor or the Reorganized Debtor, any other or further Claims, debts, rights, causes of action, claims for relief, liabilities, or Equity Interests relating to the Debtor based upon any act, omission, transaction, occurrence, or other activity of any nature that occurred prior to the Effective Date. Except as otherwise provided in the Plan, any default by the Debtor or its affiliates with respect to any Claim that existed before or on account of the filing of the Chapter 11 Case shall be deemed cured on the effective date. Except as provided in the Plan or the Confirmation Order, the Confirmation Order shall be a judicial determination of the discharge of all such Claims and other debts and liabilities against the Debtor, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment obtained against the Debtor at any time, to the extent that such judgment relates to a discharged Claim.
          5. Compromises And Settlements.(a) Pursuant to Bankruptcy Rule 9019(a), the Debtor may compromise and settle various Claims (a) against it and (b) that it has against other Persons. The Debtor expressly reserves the right (with Bankruptcy Court approval, following appropriate notice and opportunity for a hearing) to compromise and settle Claims against it and claims that it may have against other Persons up to and including the Effective Date. After the Effective Date, such right shall pass to the Reorganized Debtor as contemplated in section 9.2 of the Plan, without any need for Bankruptcy Court approval.
          6. Injunction.
               (a) Except as provided in the Plan or the Confirmation Order, as of the Effective Date, all Persons that have held, currently hold, may hold, or allege that they hold, a Claim, Interest, obligation, suit, judgment, damage, demand, debt, right, cause of action, or liability that is released, terminated, exculpated or discharged under Article IX of the Plan, along with their respective current and former employees, agents, officers, directors, managers, principals, affiliates, shareholders, and members, are permanently enjoined from taking any of the following actions against the Released Parties or their property on account of any such released, terminated or discharged Claim, Interest, obligation, suit, judgment, damage, demand, debt, right, cause of action, or liability: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order; (iii) creating, perfecting, or enforcing any Lien or encumbrance; (iv) asserting a setoff, right of subrogation, or recoupment of any kind against any debt, liability, or obligation due to any released Person; or (v) commencing or continuing any action, in each such case in any manner, in any place, or against any Person that does not comply with or is inconsistent with the provisions of the Plan or the Confirmation Order.
               (b) The rights afforded in the Plan and the treatment of all Claims and Interests therein shall be in exchange for and in complete satisfaction of all Claims and Interests of any nature

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whatsoever, including any interest accrued on Claims from and after the Petition Date, against the Debtor or any of its assets, property or Estate. Except as otherwise provided in the Plan or the Conformation Order, on the Effective Date, all such Claims against the Debtor shall be fully released and discharged, and the Interests shall be cancelled.
               (c) Except as otherwise provided in the Plan or the Confirmation Order, all Persons shall be precluded from asserting against the Debtor, the Debtor’s Estate, the Reorganized Debtor, each of their respective successors and assigns, and each of their assets and properties, any other Claims or Interests based upon any documents, instruments or any act or omission, transaction or other activity of any kind or nature that occurred before the Effective Date.
               (d) Without limiting the effect of section 9.6 of the Plan upon any Person, by accepting distributions pursuant to the Plan, each Holder of an Allowed Claim receiving distributions pursuant to the Plan shall be deemed to have specifically consented to the injunctions set forth in section 9.6 of the Plan.
          7. Exculpation And Limitation Of Liability.
               (a) Except as otherwise provided in the Plan or the Confirmation Order, none of the Released Parties shall have or incur, and each Released Party is hereby released and exculpated from, any liability to any Person or any of their respective agents, employees, representatives, advisors, attorneys, affiliates, shareholders, or members, or any of their successors or assigns, for any act or omission, whether occurring prior to, on or following the Petition Date, in connection with, relating to, or arising out of, the Chapter 11 Case, the Disclosure Statement, the transactions contemplated by or described in the Plan or related documents, the formulation, negotiation, or implementation of the Plan, the pursuit of Confirmation of the Plan, the Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for acts or omissions that are the result of gross negligence or willful misconduct. The Debtor, the Reorganized Debtor and their respective affiliates, agents, directors, officers, employees, advisors and attorneys have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of the securities pursuant to the Plan, and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.
               (b) Notwithstanding any other provision of the Plan, no Person or any of their respective agents, employees, representatives, advisors, attorneys, affiliates, shareholders, or members, or any of their successors or assigns, shall have any right of action against the Released Parties for any act or omission, whether occurring prior to, on or following the Petition Date, in connection with, relating to, or arising out of, the Chapter 11 Case, the Disclosure Statement, the transactions contemplated by or described in the Plan or related documents, the formulation, negotiation, or implementation of the Plan, the pursuit of Confirmation of the Plan, the Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for acts or omissions that are the result of gross negligence or willful misconduct.
          8. Indemnification Obligations.(a) Except as otherwise provided in the Plan or the Confirmation Order, in satisfaction and compromise of the Indemnitees’ Indemnification Rights: (a) all Indemnification Rights except those held by (i) Persons who are Released Parties and who are included in either the definition of “Insured Persons” or the “Insureds” in any of the policies providing the D&O Insurance and (ii) the Shareholder Party shall be released and discharged on and as of the Confirmation Date; provided that the Indemnification Rights excepted from the release and discharge shall remain in full force and effect on and after the Confirmation Date and shall not be modified, reduced, discharged, or otherwise affected in any way by the Chapter 11 Case; (b) the Debtor or Reorganized Debtor, as the case may be, covenant to use commercially reasonable efforts to cause OpCo to purchase and maintain D&O Insurance providing coverage for those Persons described in clause (a)(i) of section 9.8 of the Plan whose Indemnification Rights are not being released and discharged on and as of the Confirmation Date, for a period of six years after the Confirmation Date insuring such parties in respect of any

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claims, demands, suits, causes of action, or proceedings against such Persons based upon any act or omission related to such Person’s service with, for, or on behalf of the Debtor or the Reorganized Debtor in at least the scope and amount as currently maintained by the Debtor (the “Insurance Coverage”); and (c) the Debtor or the Reorganized Debtor, as the case may be, hereby indemnify such Persons referred to in subclause (b) above to the extent of, and agree to pay for, any deductible or retention amount that may be payable in connection with any claim covered by either under the foregoing Insurance Coverage or any prior similar policy.
          9. Term Of Bankruptcy Injunction Or Stays.(a) Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Case pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.
J. Retention Of Jurisdiction
          1. Retention Of Jurisdiction. Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction (unless otherwise indicated) over all matters arising out of, and related to, the Chapter 11 Case and the Plan to the fullest extent permitted by law, including, among other things, jurisdiction to:
               (a) resolve any matters related to the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which the Debtor is a party or with respect to which the Debtor or Reorganized Debtor may be liable and to hear, determine, and, if necessary, liquidate any Claims arising therefrom;
               (b) decide or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters and grant or deny any applications involving the Debtor that may be pending on the Effective Date (which jurisdiction shall be non-exclusive as to any such non-core matters);
               (c) enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan, the Disclosure Statement, or the Confirmation Order;
               (d) resolve any cases, controversies, suits, or disputes that may arise in connection with the consummation, interpretation, or enforcement of the Plan or any contract, instrument, release, or other agreement or document that is executed or created pursuant to the Plan, or any entity’s rights arising from or obligations incurred in connection with the Plan or such documents, provided, however, that the Bankruptcy Court shall not have exclusive jurisdiction over matters arising out of, or related to, the PIK Loan Restructuring Documents;
               (e) modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code or modify the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement, or the Confirmation Order, or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement, or the Confirmation Order, in such manner as may be necessary or appropriate to consummate the Plan;
               (f) hear and determine all applications for compensation and reimbursement of expenses of Professionals under the Plan or under sections 330, 331, 503(b), and 1129(a)(4) of the Bankruptcy Code; provided, however, that from and after the Effective Date the payment of fees and expenses of the Reorganized Debtor, including Professional Fee Claims, shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court;

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               (g) issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation, implementation, or enforcement of the Plan or the Confirmation Order;
               (h) adjudicate controversies arising out of the administration of the Estate or the implementation of the Plan;
               (i) hear and determine causes of action by or on behalf of the Debtor or the Reorganized Debtor;
               (j) enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason or in any respect modified, stayed, reversed, revoked, or vacated, or distributions pursuant to the Plan are enjoined or stayed;
               (k) determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement, or the Confirmation Order, provided, however, that the Bankruptcy Court shall not have exclusive jurisdiction over matters arising out of, or related to, the PIK Loan Restructuring Documents;
               (l) enforce all orders, judgments, injunctions, releases, exculpations, indemnifications, and rulings entered in connection with the Chapter 11 Case;
               (m) hear and determine such other matters as may be provided in the Confirmation Order or as may be authorized under the Bankruptcy Code; and
               (n) enter an order closing the Chapter 11 Case.
          2. Failure Of Bankruptcy Court To Exercise Jurisdiction. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter, including matters set forth in section 10.1 of the Plan, the provisions of Article X of the Plan shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having jurisdiction with respect to such matter.
K. Allowance And Payment Of Certain Administrative Claims
          1. Professional Fee Claims.
               (a) Final Fee Applications. All final requests for Professional Fee Claims shall be filed no later than sixty (60) after the Effective Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court, the Allowed amounts of such Professional Fee Claims shall be determined by the Bankruptcy Court.
               (b) Payment of Interim Amounts. Subject to the Holdback Amount, on the Effective Date, the Debtor or the Reorganized Debtor shall pay all amounts owing to Professionals for all outstanding amounts relating to prior periods through the Effective Date. In order to receive payment on the Effective Date for unbilled fees and expenses incurred through such date, no later than two (2) days prior to the Effective Date, the Professionals shall estimate fees and expenses due for periods that have not been billed as of the Effective Date and shall deliver such estimate to counsel for the Debtor. Within fifteen (15) days after the Effective Date, a Professional receiving payment for the estimated period shall submit a detailed invoice covering such period.
               (c) On the Effective Date, the Debtor or the Reorganized Debtor shall pay to the Disbursing Agent, in order to fund the Holdback Escrow Account, Cash equal to the aggregate Holdback Amount for all Professionals for whom a deposit was made. The Disbursing Agent shall maintain the Holdback Escrow Account in trust for the Professionals with respect to whom fees have been held back. Such funds shall not be considered property of the Reorganized Debtor. The remaining amount of Professional Fee Claims owing to the Professionals shall be paid to such Professionals by the Disbursing Agent from the Holdback Escrow

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Account when such claims are finally allowed by the Bankruptcy Court. When all Professional Fee Claims have been paid in full, amounts remaining in the Holdback Escrow Account, if any, shall be paid to the Reorganized Debtor.
               (d) Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date will terminate, and the Reorganized Debtor shall employ and pay Professionals in the ordinary course of business (including the reasonable fees and expenses incurred by Professionals in preparing, reviewing, prosecuting or addressing any issues with respect to final fee applications).
          2. Other Administrative Claims.(a) All other requests for payment of an Administrative Claim (other than as set forth in section 11.1 of the Plan) must be filed with the Bankruptcy Court and served on counsel for the Debtor no later than thirty (30) days after the Effective Date. Unless the Debtor or the Reorganized Debtor object to an Administrative Claim by the Claims Objection Deadline, such Administrative Claim shall be deemed Allowed in the amount requested. In the event that the Debtor or the Reorganized Debtor objects to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be filed with respect to an Administrative Claim (a) which is paid or payable by the Debtor in the ordinary course of business or (b) the payment of which has been approved by the Bankruptcy Court.
L. Miscellaneous Provisions
          1. Effectuating Documents And Further Transactions. The Debtor and the Reorganized Debtor shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, including, without limitation, (a) the PIK Loan Cash Distribution, (b) the Second Lien OpCo Term Loan (pursuant to the New Sub Investment and the Second Lien OpCo Term Loan Exchange Portion), (c) the Second Lien OpCo Term Loan Guarantee, (d) the New Sub Guarantee and the New Sub Pledge, (e) the Common Stock Issuance, (f) the Additional Share Distribution, and (g) the Tranche A Extended PIK Loan and the Tranche B Extended PIK Loan.
          2. Reservation Of Rights. Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall have entered the Confirmation Order. None of the filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by the Debtor with respect to the Plan or the Disclosure Statement, shall be or shall be deemed to be an admission or waiver of any rights of the Debtor with respect to the Holders of Claims or Interests prior to the Effective Date.
          3. Corporate Action. Prior to, on, or after the Effective Date (as appropriate), all matters expressly provided for under the Plan and the PIK Loan Restructuring that would otherwise require approval of the stockholders or directors of the Debtor or the Reorganized Debtor shall be deemed to have occurred and shall be in effect prior to, on, or after the Effective Date (as appropriate) pursuant to the applicable general corporation or other applicable law of the jurisdiction in which the Debtor or the Reorganized Debtor is incorporated without any requirement of further action by the stockholders or directors of the Debtor or the Reorganized Debtor.
          4. Payment Of Statutory Fees. All fees payable pursuant to section 1930 of title 28, United States Code, as determined by the Bankruptcy Court, shall be paid for each quarter (including any fraction thereof) until the first to occur of the Chapter 11 Case being converted, dismissed, or closed.
          5. Amendment Or Modification Of The Plan. Subject to section 1127 of the Bankruptcy Code and, to the extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, the Debtor reserves the right to alter, amend, or

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modify the Plan, at any time prior to or after the Confirmation Date but prior to the substantial consummation of the Plan; provided, however, that the Debtor shall not be entitled to alter, amend, or modify the Plan without the prior consent of the Requisite Consenting Lenders and the Shareholder Party, except as provided in the Restructuring Support Agreement. If the Debtor alters, amends, or modifies the Plan in accordance with the foregoing sentence, a Holder of a Claim or Interest that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Interest of such Holder.
          6. Severability Of Plan Provisions. If, prior to the Confirmation Date, any term or provision of the Plan is determined by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power, upon the request of the Debtor, to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation.
          The Confirmation Order shall constitute a judicial determination and shall be deemed to provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified without the Debtor’s consent; and (c) nonseverable and mutually dependent.
          7. Successors And Assigns. The Plan shall be binding upon and inure to the benefit of the Debtor, and its successors and assigns, including, without limitation, the Reorganized Debtor. The rights, benefits, and obligations of any entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign, affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each entity.
          8. Revocation, Withdrawal, Or Non-Consummation. The Debtor, subject to the terms of the Restructuring Support Agreement in all respects, reserves the right to revoke or withdraw the Plan at any time prior to the Confirmation Date and to file other plans of reorganization. If the Debtor revokes or withdraws the Plan, or if Confirmation or consummation of the Plan does not occur, then (a) the Plan shall be null and void in all respects, (b) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount any Claim or Class of Claims), assumption of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void, and (c) nothing contained in the Plan, and no acts taken in preparation for consummation of the Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, the Debtor or any other Person, (ii) prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor, or (iii) constitute an admission of any sort by the Debtor or any other Person.
          9. Governing Law. Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal law is applicable, or to the extent that an Exhibit or schedule to the Plan provides otherwise, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of New York without giving effect to the principles of conflicts of law of such jurisdiction.
          10. Waiver Or Estoppel. Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtor or its counsel or any other entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court prior to the Confirmation Date.
VI. RISK FACTORS TO BE CONSIDERED
          Parties in interest should read and carefully consider the following factors, as well as the other information set forth in this Disclosure Statement (and the documents delivered together herewith and/or incorporated by reference herein), before deciding whether to vote to accept or reject the Plan. This information, however, does not describe the only risks involved in connection with the Plan and its implementation.

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A. Failure To Satisfy Vote Requirement
          If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtor intends to seek, as promptly as practicable thereafter, Confirmation of the Plan. If the Plan does not receive the required support from Class 2 – PIK Loan Unsecured Claims, the Debtor may elect not to file the Chapter 11 Case consistent with the Restructuring Support Agreement.
B. Failure To Confirm The Plan
          If the Plan is not confirmed and consummated, there can be no assurance that the Chapter 11 Case will continue rather than be converted to a liquidation. The Bankruptcy Court, which sits as a court of equity, may exercise substantial discretion with respect to the affairs of the Debtor during the Chapter 11 Case.
          Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a plan and requires, among other things, that the value of distributions to dissenting creditors and shareholders not be less than the value of distributions such creditors and shareholders would receive if the Company were liquidated under chapter 7 of the Bankruptcy Code. Although the Company believes that the Plan will meet such test, there can be no assurance that the Bankruptcy Court will reach the same conclusion. Furthermore, although the Company believes that the Effective Date will occur shortly after the Confirmation Date, there can be no assurance as to such timing. In addition, the Company could experience material adverse changes in its liquidity as a result of such delay.
C. Business Risks
Travelport’s revenue is derived from the global travel industry and a prolonged or substantial decrease in global travel volume, particularly air travel, as well as other industry trends, could adversely affect Travelport.
          Travelport’s revenue is derived from the global travel industry. As a result, Travelport’s revenue is directly related to the overall level of travel activity, particularly air travel volume, and is therefore significantly impacted by declines in, or disruptions to, travel in any region due to factors entirely outside of Travelport’s control. Such factors include:
    global security issues, political instability, acts or threats of terrorism, hostilities or war and other political issues that could adversely affect global air travel volume;
 
    epidemics or pandemics, such as H1N1 “swine” flu, avian flu and Severe Acute Respiratory Syndrome;
 
    natural disasters, such as hurricanes, volcanic activity and resulting ash clouds, earthquakes and tsunamis, such as the recent disaster in Japan;
 
    general economic conditions, particularly to the extent that adverse conditions may cause a decline in travel volume, such as the crisis in the global credit and financial markets, diminished liquidity and credit availability, declines in consumer confidence and discretionary income, declines in economic growth, increases in unemployment rates and uncertainty about economic stability;

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    the financial condition of travel suppliers, including airlines and hotels, and the impact of any changes such as airline bankruptcies or consolidations on the cost and availability of air travel and hotel rooms;
 
    changes to laws and regulations governing the airline and travel industry and the adoption of new laws and regulations detrimental to operations, including environmental and tax laws and regulations, including the recent carbon emissions reduction targets for flights to and from the European Union area by the end of 2012;
 
    fuel price escalation;
 
    work stoppages or labor unrest at any of the major airlines or other travel suppliers or at airports;
 
    increased security, particularly airport security that could reduce the convenience of air travel;
 
    travelers’ perception of the occurrence of travel-related accidents, of the environmental impact of air travel, particularly in regards to CO2 emissions, or of the scope, severity and timing of the other factors described above; and
 
    changes in occupancy and room rates achieved by hotels.
          If there were to be a prolonged substantial decrease in travel volume, particularly air travel volume, for these or any other reason, it would have an adverse impact on Travelport’s business, financial condition and results of operations.
Actual financial results may vary significantly from the projections filed with the Bankruptcy Court.
          In connection with this Disclosure Statement and the Confirmation Hearing, the Company prepared projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan and its ability to continue operations upon its emergence from the Chapter 11 Case. This information was prepared for the limited purpose of furnishing recipients of this Disclosure Statement with adequate information to make an informed judgment regarding acceptance of the Plan, and was not prepared for the purpose of providing the basis for an investment decision relating to the Common Stock Issuance. This information was not audited or reviewed by the Company’s independent public accountants. The Company does not intend to update or otherwise revise the Financial Projections, including any revisions to reflect events or circumstances existing or arising after the date of this Disclosure Statement or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions do not come to fruition. Furthermore, the Debtor does not intend to update or revise the Financial Projections to reflect changes in general economic or industry conditions. At the time they were prepared, the projections reflected numerous assumptions concerning the Company’s anticipated future performance and with respect to prevailing and anticipated market and economic conditions that were and remain beyond its control and that may not materialize. Projections are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks, and the assumptions underlying the projections and/or valuation estimates may prove to be wrong in material respects. Actual results may vary significantly from those contemplated by the projections that were prepared in connection with this Disclosure Statement and the Confirmation Hearing. As a result, such projections are only an estimate and should not be relied upon as necessarily indicative of future, actual recoveries.

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The travel industry may not recover from the recent global financial crisis and recession to the extent anticipated or may not grow in line with long-term historical trends following any recovery.
          As a participant in the global travel industry, Travelport’s business and operating results are impacted by global economic conditions, including the recent European debt crisis, a slowdown in growth of the Chinese economy, a prolonged slow economic recovery in Japan and a general reduction in net disposable income as a result of fiscal measures adopted by countries to address high levels of budgetary indebtedness, which may adversely affect Travelport’s business, results of operations and financial condition. In Travelport’s industry, the recent financial crisis and global recession have resulted in higher unemployment, a decline in consumer confidence, large-scale business failures and tightened credit markets. As a result, the global travel industry, which historically has grown at a rate in excess of global GDP growth during economic expansions, has experienced a cyclical downturn. A continuation of recent adverse economic developments in areas such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, particularly the expected rise in the price of crude oil, and other matters could reduce discretionary spending further and cause the travel industry to continue to contract. In addition, the global economy may not recover as quickly or to the extent anticipated, and consumer spending on leisure travel and business spending on corporate travel may not increase despite improvement in economic conditions. As a result, Travelport’s business may not benefit from a broader macroeconomic recovery, which could adversely affect Travelport’s business, financial condition or results of operations.
The travel industry is highly competitive, and Travelport is subject to risks relating to competition that may adversely affect its performance.
          Travelport’s businesses operate in highly competitive industries. If Travelport cannot compete effectively, it may lose share to its competitors, which may adversely affect its financial performance. Travelport’s continued success depends, to a large extent, upon its ability to compete effectively in industries that contain numerous competitors, some of which may have significantly greater financial, marketing, personnel and other resources than Travelport.
          Travelport’s GDS have two different categories of customers, namely travel suppliers, which provide travel content to Travelport’s GDS, and travel agencies, which shop for and book that content on behalf of end customers. The interdependence of effectively serving these customer groups, and the resulting network effects, may impact the GDS business’ ability to attract customers. If the GDS business is unable to attract a sufficient number of travel suppliers to provide travel content, its ability to service travel agencies will be adversely impacted. Conversely, if the GDS business is unable to attract a sufficient number of travel agencies, its ability to maintain its large base of travel suppliers and attract new travel suppliers will be impaired.
          In addition to supplying sufficient content, the ability of Travelport’s GDS to attract travel agencies is dependent on the development of new products to enhance Travelport’s GDS platform and on the provision of adequate financial incentives to travel agencies. Competition to attract travel agencies is particularly intense as travel agencies, particularly larger ones, are dual automated (meaning they subscribe to more than one GDS at any given time). Travelport also has had to, and expects that it will continue in certain circumstances to be necessary to, increase financial assistance to travel agencies in connection with renewals of their contracts, which may in the future reduce margins in the GDS business. If travel agencies are dissatisfied with Travelport’s GDS platform or Travelport does not pay adequate commissions or provide other incentives to travel agencies to remain competitive, Travelport’s GDS may lose a number of travel agency customers.
          Travelport’s GDS compete against other traditional GDS operated by Amadeus, Sabre, regional participants such as Abacus, as well as against alternative distribution technologies. Travelport’s GDS also compete against direct distribution of travel content by travel suppliers, such as airlines, hotels and car rental companies, many of which distribute all or part of their inventory directly through their own travel distribution websites (known as “supplier.com websites”). In addition, Travelport’s GDS compete against travel suppliers that supply content

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directly to travel agencies as well as new companies in the GDS industry that are developing distribution systems without the large technology investment and network costs of a traditional GDS.
          Travelport’s share of GDS-processed segments processed by the GDS industry declined from 33% in 2007 immediately following the Worldspan acquisition to 28% in 2010. This decline can be primarily attributed to the loss of Worldspan’s business with Expedia, Inc. (“Expedia”), a decision that Expedia made prior to the Worldspan acquisition but which impacted Travelport after the Worldspan acquisition, and Travelport’s decision to establish direct sales and marketing operations in the United Arab Emirates, Saudi Arabia and Egypt, leading to a loss in volume as a result of transitioning from relying on third party national distribution companies (“NDCs”) in these countries. Although Travelport has taken steps to address these developments, Travelport’s GDS could continue to lose share or may fail to increase Travelport’s share of GDS bookings.
          The Airline IT Solutions sector of the travel industry is highly fragmented. Travelport competes with airlines that run applications in-house and multiple external providers of IT services. Competition within the IT services industry is segmented by the type of service offering. For example, reservations and other system services competitors include Amadeus, HP Enterprise Services, Navitaire Inc., Sabre, Unisys Corporation, ITA and SITA, as well as airlines that provide the services and support for their own internal reservation system services and also host external airlines. Travelport’s ability to market business intelligence products is dependent on Travelport’s perceived competitive position and the value of the information obtained through the GDS business, particularly compared to PaxIS, an IATA product, and products distributed by Amadeus and Sabre.
Travelport provides IT services to travel suppliers, primarily airlines, and any adverse changes in these relationships could adversely affect Travelport’s business.
          Through the Airline IT Solutions business, Travelport provides hosting solutions and IT subscription services to airlines and the technology companies that support them. Travelport hosts and manages the reservations systems of eleven airlines worldwide, including Delta and United, and provides IT subscription services for mission-critical applications in fares, pricing and e-ticketing, directly and indirectly, to 274 airlines and airline ground handlers. Adverse changes in Travelport’s relationships with its IT and hosting customers or its inability to enter into new relationships with other customers could affect Travelport’s business, financial condition and results of operations. Travelport’s arrangements with its customers may not remain in effect on current or similar terms and this may negatively impact revenue. In addition, if any of Travelport’s key customers enters bankruptcy, liquidates or does not emerge from bankruptcy, Travelport’s business, financial condition or results of operations may be adversely affected.
          Delta, one of Travelport’s largest IT services customers, has completed its acquisition of Northwest, another of Travelport’s largest IT services customers. As part of their integration, Delta and Northwest have migrated to a common IT platform and will have reduced needs for Travelport’s IT services after the integration. As a result of the integration of Delta’s and Northwest’s operations, which Travelport managed, in 2010, Travelport’s revenue and EBITDA attributable to contracts with these airlines, which include Airline IT Solutions and transaction processing services, decreased by approximately $22 million and $15 million, respectively.
          In addition, in December 2010, United provided Travelport with notice of termination of the master services agreement for the Apollo reservations system operated by Travelport for United, with a termination date of March 1, 2012. Travelport expects that United will consolidate the internal reservations systems for United and Continental on the reservations system used by Continental. Travelport expects that such termination will not have an impact on its financial results until 2012, at the earliest, and expects that United’s integration work will likely require use of the Apollo system until at least some point in 2012. Travelport expects that once United fully transitions off the Apollo system, which would be during the 2012 fiscal year at the earliest, it may adversely affect Travelport’s results of operations due to the loss of fees resulting from this agreement, unless such revenue can be

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regained through the sale of other services to United or other carriers. Travelport currently expects this could negatively impact EBITDA by $40 million to $60 million on a full year basis once United has fully transitioned off Travelport’s system and also assuming United terminates all other services provided by Travelport at that time as well. If the United-Continental reservations system integration is delayed for any reason, including United requesting Travelport to provide additional termination assistance and continuation of service, the financial impact on Travelport may occur later in 2012 or may not occur at all.
If Travelport fails to develop and deliver new innovative products or enhance its existing products and services in a timely and cost-effective manner in response to rapid technological change and market demands, Travelport’s business will suffer.
          Travelport’s industry is subject to constant and rapid technological change and product obsolescence as customers and competitors create new and innovative products and technologies. Products or technologies developed by Travelport’s competitors may render Travelport’s products or technologies obsolete or noncompetitive. Travelport must develop innovative products and services and enhance Travelport’s existing products and services to meet rapidly evolving market demands to attract travel agencies. The development process to design leading, sustainable and desirable products to generate new revenue streams and profits is lengthy and requires Travelport to accurately anticipate technological changes and market trends. Developing and enhancing these products is uncertain and can be time-consuming, costly and complex. If Travelport does not continue to develop innovative products that are in demand by Travelport’s customers, it may be unable to maintain existing customers or attract new customers. Customer and market requirements can change during the development process. There is a risk that these developments and enhancements will be late, fail to meet customer or market specifications, not be competitive with products or services from Travelport’s competitors that offer comparable or superior performance and functionality or fail to generate new revenue streams and profits. Travelport’s business will suffer if it fails to develop and introduce new innovative products and services or product and service enhancements on a timely and cost-effective basis.
Trends in pricing and other terms of agreements among airlines and travel agencies have become less favorable to Travelport, and a further deterioration may occur in the future which could reduce Travelport’s revenue and margins.
          A significant portion of Travelport’s revenue is derived from fees paid by airlines for bookings made through Travelport’s GDS. Airlines have sought to reduce or eliminate these fees in an effort to reduce distribution costs. One manner in which they have done so is to differentiate the content, in this case, the fares and inventory, that they provide to Travelport and to Travelport’s GDS competitors from the content that they distribute directly themselves. In these cases, airlines provide some of their content to GDS, while withholding other content, such as lower cost web fares, for distribution via their own supplier.com websites unless the GDS agree to participate in a cost reduction program. Certain airlines have also threatened to withdraw content, in whole or in part, from individual GDS as a means of obtaining lower booking fees or, alternatively, to charge GDS to access their lower cost web fares. Airlines also have aggressively expanded their use of the direct online distribution model for tickets in the United States and in Europe in the last ten years, such as the recent direct connect efforts of American Airlines, with such ticket sales generating more than 30% of revenue for airlines in the United States in 2008, compared to less than 3% of revenue in 1999. There also has been an increase in the number of airlines which have introduced unbundled, “à la carte” sales and optional services, such as fees for checked baggage or premium seats, which threaten to further fragment content and disadvantage GDS by making it more difficult to deliver a platform that allows travel agencies to shop for a single, “all-inclusive” price for travel.
          Travelport has entered into full-content agreements with most major carriers in the Americas and Europe, and a growing number of carriers in the Middle East and Africa, which provides Travelport with access to the full scope of fares and inventory which the carriers make available through direct channels, such as their own supplier.com websites, with a contract duration usually ranging from three to seven years. In addition, Travelport has entered into agreements with most major carriers in the Asia Pacific Region which provide it with access to varying levels of their content. Travelport may not be able to renew these agreements on a commercially reasonable

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basis or at all. If Travelport is unable to renew these agreements, it may be disadvantaged compared to Travelport’s competitors, and Travelport’s financial results could be adversely impacted. The full-content agreements have required Travelport to make significant price concessions to the participating airlines. If Travelport is required to make additional concessions to renew or extend the agreements, it could result in an increase in Travelport’s distribution expenses and have a material adverse effect on Travelport’s business, financial condition or results of operations. Moreover, as existing full-content agreements come up for renewal, there is no guarantee that the participating airlines will continue to provide their content to Travelport to the same extent or on the same terms as they do now. For example, Travelport’s contracts with two of the largest U.S. travel suppliers, US Airways and American Airlines, representing approximately 8% of transaction processing revenue for the year ended December 31, 2010, were up for renewal in 2011. On July 29, 2011, Travelport and American Airlines announced that the existing full content agreements between American and Travelport’s GDS, Apollo, Galileo and Worldspan, have been extended concurrently and are no longer due to expire in 2011. On August 28, 2011, Travelport announced that its existing content agreement with US Airways will continue well into 2012. Travelport is in discussions with American Airlines and US Airways to renew or extend their current full-content agreements with Travelport. In addition, certain full-content agreements may be terminated earlier pursuant to the specific terms of each agreement. A substantial reduction in the amount of content received from the participating airlines or changes in pricing options could also negatively affect Travelport’s revenue and financial condition. Equally, the removal of the discounts presently provided to these carriers under these agreements could also positively affect Travelport’s revenue and financial condition.
          In addition, GDS have implemented, in some countries, an alternative business and financial model, generally referred to as the “opt-in” model, for travel agencies. Under the “opt-in” model, travel agencies are offered the opportunity to pay a fee to the GDS or to agree to a reduction in the financial incentives to be paid to them by the GDS in order to be assured of having access to full content from participating airlines or to avoid an airline-imposed surcharge on GDS-based bookings. There is pressure on GDS to provide highly competitive terms for such “opt-in” models as many travel agencies are dual automated, subscribing to more than one GDS at any given time. The “opt-in” model has been introduced in a number of situations in parallel with full-content agreements between Travelport and certain airlines to recoup certain fees from travel agencies and to offset some of the discounts provided to airlines in return for guaranteed access to full content. The rate of adoption by travel agencies, where “opt-in” has been implemented, has been very high. If airlines require further discounts in connection with guaranteeing access to full content and in response thereto the “opt-in” model becomes widely adopted, Travelport could receive lower fees from the airlines. These lower fees are likely to be only partially offset by new fees paid by travel agencies and/or reduced inducement payments to travel agencies, which would adversely affect Travelport’s results of operations. In addition, if travel agencies choose not to opt in, such travel agencies would not receive access to full content without making further payment, which could have an adverse effect on the number of segments booked through Travelport’s GDS.
          The level of fees and commissions Travelport pays to travel agencies is subject to continuous competitive pressure as Travelport renews its agreements with them. If Travelport is required to pay higher rates of commissions, it will adversely affect Travelport’s margins.
Travelport may not be able to protect its technology effectively, which would allow competitors to duplicate Travelport products and services and could make it more difficult for it to compete with them.
          Travelport’s success and ability to compete depends, in part, upon Travelport’s technology and other intellectual property, including Travelport brands. Among Travelport’s significant assets are its software and other proprietary information and intellectual property rights. Travelport relies on a combination of copyright, trademark and patent laws, trade secrets, confidentiality procedures and contractual provisions to protect these assets. Travelport’s software and related documentation are protected principally under trade secret and copyright laws, which afford only limited protection. Unauthorized use and misuse of Travelport’s technology and other intellectual property could have a material adverse effect on its business, financial condition or results of operations, and there can be no assurance that Travelport’s legal remedies would adequately compensate it for the damage caused by unauthorized use.

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          Intellectual property challenges have been increasingly brought against members of the travel industry. Travelport has in the past, and may in the future, need to take legal action to enforce its intellectual property rights, to protect its intellectual property or to determine the validity and scope of the proprietary rights of others. Any future legal action might result in substantial costs and diversion of resources and the attention of Travelport’s management.
Travelport depends on supplier relationships, and adverse changes in these relationships or its inability to enter into new relationships could negatively affect Travelport’s access to travel offerings and reduce its revenue.
          Travelport relies significantly on relationships with airlines, hotels and other travel suppliers to enable it to offer its customers comprehensive access to travel services and products. Adverse changes in any of Travelport’s relationships with travel suppliers or the inability to enter into new relationships with travel suppliers could reduce the amount of inventory that Travelport is able to offer through Travelport’s GDS, and could negatively impact the availability and competitiveness of travel products Travelport offers. Travelport’s arrangements with travel suppliers may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact revenue. Travelport’s top ten air travel suppliers by revenue, combined, accounted for approximately 35% of Travelport’s revenue from GDS transaction processing for the year ended December 31, 2010.
          Travel suppliers are increasingly focused on driving online demand to their own supplier.com websites and may cease to supply Travelport with the same level of access to travel inventory in the future. For example, Delta recently decided to cease selling its tickets through certain online websites. In addition, some low cost carriers historically have not distributed content through Travelport or other third-party intermediaries. If the airline industry continues to shift from a full-service carrier model to a low-cost one, this trend may result in more carriers moving ticket distribution systems in-house and a decrease in the market for Travelport’s products.
          Travelport is in continuous dialogue with Travelport’s major hotel suppliers about the nature and extent of their participation in Travelport’s GDS business and Travelport’s wholesale accommodation business. If hotel occupancy rates improve to the point that Travelport’s hotel suppliers no longer place the same value on its distribution systems, such suppliers may reduce the amount of inventory they make available through Travelport’s distribution channels or the amount Travelport is able to earn in connection with hotel transactions. A significant reduction on the part of any of Travelport’s major suppliers of their participation in Travelport’s GDS business or its wholesale accommodation business for a sustained period of time or a supplier’s complete withdrawal could have a material adverse effect on Travelport’s business, financial condition or results of operations.
Travelport’s business is exposed to customer credit risk, against which it may not be able to protect fully.
          Travelport’s businesses are subject to the risks of non-payment and non-performance by travel suppliers and travel agencies which may fail to make payments according to the terms of their agreements with Travelport. For example, a small number of airlines that do not settle payment through IATA’s billing and settlement provider have, from time to time, not made timely payments for bookings made through Travelport’s GDS. Travelport manages its exposure to credit risk through credit analysis and monitoring procedures, and sometimes uses credit agreements, prepayments, security deposits and bank guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent Travelport policies and procedures prove to be inadequate, Travelport’s business, financial condition or results of operations may be adversely affected.
          Some of Travelport’s customers, counterparties and suppliers may be highly leveraged, not well capitalized and subject to their own operating, legal and regulatory risks and, even if Travelport’s credit review and analysis mechanisms work properly, Travelport may experience financial losses in dealings with such parties. A lack of liquidity in the capital markets or the continuation of the global recession may cause Travelport’s customers to increase the time they take to pay or to default on their payment obligations, which could negatively affect

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Travelport’s results. In addition, continued weakness in the economy could cause some of Travelport’s customers to become illiquid or delay payments, or could adversely affect collection on their accounts, which could result in a higher level of bad debt expense.
Travel suppliers are seeking alternative distribution models, including those involving direct access to travelers, which may adversely affect Travelport’s results of operations.
          Travel suppliers are seeking to decrease their reliance on third-party distributors, including GDS, for distribution of their content. For example, some travel suppliers have created or expanded commercial relationships with online and traditional travel agencies that book travel with those suppliers directly, rather than through a GDS. Many airlines, hotels, car rental companies and cruise operators have also established or improved their own supplier.com websites, and may offer incentives such as bonus miles or loyalty points, lower or no transaction or processing fees, priority waitlist clearance or e-ticketing for sales through these channels. In addition, metasearch travel websites facilitate access to supplier.com websites by aggregating the content of those websites. Due to the combined impact of direct bookings with the airlines, supplier.com websites and other non-GDS distribution channels, the percentage of bookings made without the use of a GDS at any stage in the chain between suppliers and end-customers, which Travelport estimates was approximately 58% in 2010, may continue to increase. In this regard, American Airlines terminated certain agreements with Orbitz Worldwide in November 2010, in pursuit of a direct connect relationship with American Airlines rather than Orbitz Worldwide making bookings through Travelport’s GDS. Currently, American Airlines tickets are not available for sale through Orbitz Worldwide or Expedia, and no American Airlines bookings are being made through Travelport’s GDS by Orbitz Worldwide or Expedia. Continued efforts by American Airlines or any other major airline to encourage Travelport’s subscribers to book directly rather than through Travelport’s GDS will adversely affect Travelport’s results of operations.
          Furthermore, recent trends towards disintermediation in the global travel industry could adversely affect Travelport’s GDS business. For example, airlines have made some of their offerings unavailable to unrelated distributors, or made them available only in exchange for lower distribution fees. Some low cost carriers distribute exclusively through direct channels, bypassing GDS and other third-party distributors completely and, as a whole, have increased their share of bookings in recent years, particularly in short-haul travel. In addition, several travel suppliers have formed joint ventures or alliances that offer multi-supplier travel distribution websites. Finally, some airlines are exploring alternative global distribution methods developed by new entrants to the global distribution marketplace. Such new entrants propose technology that is purported to be less complex than traditional GDS, which they claim enables the distribution of airline tickets in a manner that is more cost-effective to the airline suppliers because no or lower inducement payments are paid to travel agencies. If these trends lead to lower participation by airlines and other travel suppliers in Travelport’s GDS, then Travelport’s business, financial condition or results of operations could be materially adversely affected.
          In addition, given the diverse and growing number of alternative travel distribution channels, such as supplier.com websites and direct connect channels between travel suppliers and travel agencies, as well as new technologies that allow travel agencies and consumers to bypass a GDS, increases in travel volumes, particularly air travel, may not translate in the same proportion to increases in volume passing through Travelport’s GDS, and Travelport may therefore not benefit from a cyclical recovery in the travel industry to a similar extent as other industry participants.
Travelport relies on third-party national distribution companies to market Travelport’s GDS services in certain regions.
          Travelport’s GDS utilize third-party, independently owned and managed NDCs to market GDS products and distribute and provide GDS services in certain countries, including Austria, Greece, India, Kuwait, Lebanon, Pakistan, Syria, Turkey and Yemen, as well as many countries in Africa. In Asia, where many national carriers own one of Travelport’s regional competitors, Travelport often uses local companies to act as NDCs. In the

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Middle East, in conjunction with the termination of an NDC agreement on December 31, 2008, Travelport established its own sales and marketing organizations in the United Arab Emirates, Saudi Arabia and Egypt and entered into new NDC relationships with third parties in other countries.
          Travelport relies on NDCs and the manner in which they operate their business to develop and promote Travelport’s global GDS business. Travelport’s top ten NDCs generated approximately $230 million (12%) of Travelport’s GDS revenue for the year ended December 31, 2010. Travelport pays each of its NDCs a commission relative to the number of segments booked by subscribers with which the NDC has a relationship. The NDCs are independent business operators, are not Travelport employees and Travelport does not exercise management control over their day-to-day operations. Travelport provides training and support to the NDCs, but the success of their marketing efforts and the quality of the services they provide is beyond Travelport’s control. If they do not meet Travelport’s standards for distribution, Travelport’s image and reputation may suffer materially, and sales in those regions could decline significantly. In addition, any interruption in these third-party services or deterioration in their performance could have a material adverse effect on Travelport’s business, financial condition or results of operations.
Consolidation in the travel industry may result in lost bookings and reduced revenue.
          Consolidation among travel suppliers, including airline mergers and alliances, may increase competition from distribution channels related to those travel suppliers and place more negotiating leverage in the hands of those travel suppliers to attempt to lower booking fees further and to lower commissions. Recent examples include Delta’s acquisition of Northwest, the merger of United and Continental, Lufthansa’s acquisition of Swiss International, Brussels Airlines and Austrian Airlines, Air France’s acquisition of KLM and the proposed acquisition of AirTran Airways by Southwest Airlines. In addition, cooperation has increased within the oneworld, SkyTeam and Star alliances. Changes in ownership of travel agencies may also cause them to direct less business towards Travelport. If Travelport is unable to compete effectively, competitors could divert travel suppliers and travel agencies away from Travelport’s travel distribution channels, which could adversely affect its results of operations. Mergers and acquisitions of airlines may also result in a reduction in total flights and overall passenger capacity, which may adversely impact the ability of the GDS business to generate revenue.
          Consolidation among travel agencies and competition for travel agency customers may also adversely affect Travelport’s results of operations, since it competes to attract and retain travel agency customers. Reductions in commissions paid by some travel suppliers, such as airlines, to travel agencies contribute to travel agencies having a greater dependency on traveler-paid service fees and GDS-paid inducements and may contribute to travel agencies consolidating. Consolidation of travel agencies increases competition for these travel agency customers and increases the ability of those travel agencies to negotiate higher GDS-paid inducements. In addition, a decision by airlines to surcharge the channel represented by travel agencies, for example, by surcharging fares booked through travel agencies or passing on charges to travel agencies, could have an adverse impact on Travelport’s GDS business, particularly in regions in which Travelport’s GDS are a significant source of bookings for an airline choosing to impose such surcharges. To compete effectively, Travelport may need to increase inducements, pre-pay inducements or increase spending on marketing or product development.
          In addition, any consolidation among the airlines for which Travelport provides IT hosting systems could impact Travelport Airline IT Solutions business depending on the manner of any such consolidation and the hosting system on which the airlines choose to consolidate. For example, the integration of United and Continental resulted in United providing Travelport with notice of termination of the master services agreement for the Apollo reservations system operated by Travelport for United, with a termination date of March 1, 2012. Travelport expects that United will consolidate the internal reservations systems for United and Continental on the reservations system used by Continental. Travelport expects that such termination will not have an impact on its financial results until 2012, at the earliest, and Travelport expects that United’s integration work will likely require use of the Apollo system until at least some point in 2012. Travelport expects that once United fully transitions off

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the Apollo system, which would be during the 2012 fiscal year at the earliest, it may adversely affect Travelport’s results of operations due to the loss of fees resulting from this agreement, unless such revenue can be regained through the sale of other services to United or other carriers. Travelport currently expects this could negatively impact EBITDA by $40 million to $60 million on a full year basis once United has fully transitioned off Travelport’s system and also assuming United terminates all other services provided by Travelport at that time as well. If the United-Continental reservations system integration is delayed for any reason, including United requesting Travelport to provide additional termination assistance and continuation of service, the financial impact on Travelport may occur later in 2012 or may not occur at all. In addition, the integration of operations by Delta and Northwest resulted in a reduction in revenue and GDS Segment EBITDA in 2010.
D. Operational Risks
Travelport relies on information technology to operate its businesses and maintain its competitiveness, and any failure to adapt to technological developments or industry trends could harm its businesses.
          Travelport depends upon the use of sophisticated information technologies and systems, including technologies and systems utilized for reservation systems, communications, procurement and administrative systems. As its operations grow in both size and scope, Travelport continuously needs to improve and upgrade its systems and infrastructure to offer an increasing number of customers and travel suppliers enhanced products, services, features and functionality, while maintaining the reliability and integrity of its systems and infrastructure. Travelport’s future success also depends on its ability to adapt to rapidly changing technologies in its industry, particularly the increasing use of Internet-based products and services, to change its services and infrastructure so they address evolving industry standards and to improve the performance, features and reliability of its services in response to competitive service and product offerings and the evolving demands of the marketplace. Travelport has recently introduced a number of new products and services, such as Travelport Universal Desktop, Traversa corporate booking tool and next generation search and shopping functions. If there are technological impediments to introducing or maintaining these or other products and services, or if these products and services do not meet the requirements of its customers, Travelport’s business, financial condition or results of operations may be adversely affected.
          It is possible that, if Travelport is not able to maintain existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as its competitors or in a cost-effective manner, its business and operations could be materially adversely affected. Also, Travelport may not achieve the benefits anticipated or required from any new technology or system, or be able to devote financial resources to new technologies and systems in the future.
Travelport may not successfully realize its expected cost savings.
          Travelport may not be able to realize its expected cost savings, in whole or in part, or within the time frames anticipated. Travelport’s cost savings and efficiency improvements are subject to significant business, economic and competitive uncertainties, many of which are beyond its control. Travelport is pursuing a number of initiatives to further reduce operating expenses, including converging its underlying operating platforms, migrating mainframe technology to open systems, tightening integration of applications development and simplifying internal systems and processes. The outcome of these initiatives is uncertain and they may take several years to yield any efficiency gains, if at all. Failure to generate anticipated cost savings from these initiatives may adversely affect Travelport’s profitability.

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Travelport’s GDS business relies primarily on a single data center to conduct its business.
          Travelport’s GDS business, which utilizes a significant amount of its information technology, and Travelport’s financial business systems rely on computer infrastructure primarily housed in Travelport’s data center near Atlanta, Georgia, to conduct Travelport’s business. In the event the operations of this data center suffer any significant interruptions or the GDS data center becomes significantly inoperable, such event would have a material adverse impact on Travelport’s business and reputation and could result in a loss of customers. Although Travelport has taken steps to strengthen physical and information security and add redundancy to this facility, the GDS data center could be exposed to damage or interruption from fire, natural disaster, power loss, war, acts of terrorism, plane crashes, telecommunications failure, computer malfunctions, unauthorized entry, IT hacking and computer viruses. The steps Travelport has taken and continues to take to prevent system failure and unauthorized transaction activity may not be successful. Travelport’s limited use of backup and disaster recovery systems may not allow it to recover from a system failure fully, or on a timely basis, and its property and business insurance may not be adequate to compensate it for all losses that may occur.
Travelport may not effectively integrate or realize anticipated benefits from future acquisitions.
          Travelport has pursued an active acquisition strategy as a means of strengthening its businesses and has, in the past, derived a significant portion of growth in revenue and operating income from acquired businesses. In the future, Travelport may enter into other acquisitions and investments, including national distribution companies or joint ventures, based on assumptions with respect to operations, profitability and other matters that could subsequently prove to be incorrect. Furthermore, Travelport may fail to successfully integrate any acquired businesses or joint ventures into its operations. If future acquisitions, significant investments or joint ventures do not perform in accordance with Travelport’s expectations or are not effectively integrated, its business, operations or profitability could be adversely affected.
System interruptions, attacks and slowdowns may cause Travelport to lose customers or business opportunities or to incur liabilities.
     If Travelport is unable to maintain and improve its IT systems and infrastructure, this might result in system interruptions and slowdowns. Travelport has experienced system interruptions in the past and recently experienced attacks from individuals seeking to disrupt operations. In the event of system interruptions and/or slow delivery times, prolonged or frequent service outages or insufficient capacity which impedes it from efficiently providing services to its customers, Travelport may lose customers and revenue or incur liabilities. In addition, Travelport’s information technologies and systems are vulnerable to damage, interruption or fraudulent activity from various causes, including:
    power losses, computer systems failure, Internet and telecommunications or data network failures, operator error, losses and corruption of data and similar events;
 
    computer viruses, penetration by individuals seeking to disrupt operations, misappropriate information or perpetrate fraudulent activity and other physical or electronic breaches of security;
 
    the failure of third-party software, systems or services that Travelport relies upon to maintain its own operations; and
 
    natural disasters, wars and acts of terrorism.

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          In addition, Travelport may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a material adverse effect on Travelport’s operating results and financial condition. Any extended interruption or degradation in Travelport’s technologies or systems, or any substantial loss of data, could significantly curtail Travelport’s ability to conduct its businesses and generate revenue. Travelport could incur financial liability from fraudulent activity perpetrated on its systems.
Travelport is dependent upon software, equipment and services provided by third parties.
          Travelport is dependent upon software, equipment and services provided and/or managed by third parties in the operation of its businesses. In the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or its arrangements with any of these third parties related to the provision and/or management of software, equipment or services are terminated, Travelport may not be able to find alternative services, equipment or software on a timely basis or on commercially reasonable terms, or at all, or be able to do so without significant cost or disruptions to its businesses, and its relationships with its customers may be adversely impacted. Travelport has experienced occasional system outages arising from services that were provided by one of its key third-party providers. Travelport’s failure to secure agreements with such third parties, or of such third parties to perform under such agreements, may have a material adverse effect on its business, financial condition or results of operations.
Travelport provides IT services to travel suppliers, primarily airlines, and any adverse changes in these relationships could adversely affect its business.
          Through its Airline IT Solutions business, Travelport provides hosting solutions and IT subscription services to airlines and the technology companies that support them. Travelport hosts and manages the reservations systems of eleven airlines worldwide, including Delta and United, and provides IT subscription services for mission-critical applications in fares, pricing and e-ticketing, directly and indirectly, to 274 airlines and airline ground handlers. Adverse changes in Travelport’s relationships with its IT and hosting customers or its inability to enter into new relationships with other customers could affect Travelport’s business, financial condition and results of operations. Travelport’s arrangements with its customers may not remain in effect on current or similar terms and this may negatively impact revenue. In addition, if any of its key customers enter bankruptcy, liquidate or do not emerge from bankruptcy, Travelport’s business, financial condition or results of operations may be adversely affected.
          Delta, one of Travelport’s largest IT services customers, has completed its acquisition of Northwest, another of Travelport’s largest IT services customers. As part of their integration, Delta and Northwest have migrated to a common IT platform and will have reduced needs for Travelport’s IT services after the integration. As a result of the integration of Delta’s and Northwest’s operations, which Travelport managed, in 2010, Travelport’s revenue and EBITDA attributable to contracts with these airlines, which include Airline IT Solutions and transaction processing services, decreased by approximately $22 million and $15 million, respectively.
          In addition, in December 2010, United provided Travelport with notice of termination of the master services agreement for the Apollo reservations system operated by Travelport for United, with a termination date of March 1, 2012. Travelport expects that United will consolidate the internal reservations systems for United and Continental on the reservations system used by Continental. Travelport expects that such termination will not have an impact on its financial results until 2012, at the earliest, and expects that United’s integration work will likely require use of the Apollo system until at least some point in 2012. Travelport expects that once United fully transitions off the Apollo system, which would be during the 2012 fiscal year at the earliest, it may adversely affect Travelport’s results of operations due to the loss of fees resulting from this agreement, unless such revenue can be regained through the sale of other services to United or other carriers. Travelport currently expects this could negatively impact EBITDA by $40 million to $60 million on a full year basis once United has fully transitioned off

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Travelport’s system and also assuming United terminates all other services provided by Travelport at that time as well. If the United-Continental reservations system integration is delayed for any reason, including United requesting Travelport to provide additional termination assistance and continuation of service, the financial impact on Travelport may occur later in 2012 or may not occur at all.
Travelport’s processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, evolving security standards, differing views of personal privacy rights or security breaches.
          In the processing of its travel transactions, Travelport receives and stores a large volume of personally identifiable information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, typically intended to protect the privacy and security of personal information. Travelport is also subject to evolving security standards for credit card information that is collected, processed and transmitted.
          Travelport could be adversely affected if legislation or regulations are expanded to require changes in its business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect its business. For example, government agencies in the United States have implemented initiatives to enhance national and aviation security in the United States, including the Transportation Security Administration’s Secure Flight program and the Advance Passenger Information System of U.S. Customs and Border Protection. These initiatives primarily affect airlines. However, to the extent that the airlines determine the need to define and implement standards for data that is either not structured in a format Travelport uses or is not currently supplied by its businesses, Travelport could be adversely affected. In addition, the European Union and other governments are considering the adoption of passenger screening and advance passenger systems similar to the U.S. programs. This may result in conflicting legal requirements with respect to data handling and, in turn, affect the type and format of data currently supplied by Travelport’s businesses.
          Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. As privacy and data protection have become more sensitive issues, Travelport may also become exposed to potential liabilities in relation to its handling, use and disclosure of travel-related data, as it pertains to individuals, as a result of differing views on the privacy of such data. These and other privacy concerns, including security breaches, could adversely impact Travelport’s business, financial condition and results of operations.
Travelport is exposed to risks associated with online commerce security.
          The secure transmission of confidential information over the Internet is essential in maintaining travel supplier and travel agency confidence in Travelport’s services. Substantial or ongoing data security breaches, whether instigated internally or externally on Travelport’s system or other Internet-based systems, could significantly harm Travelport’s business. Travelport’s travel suppliers currently require end customers to guarantee their transactions with their credit card online. Travelport relies on licensed encryption and authentication technology to effect secure transmission of confidential end customer information, including credit card numbers. It is possible that advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology that Travelport uses to protect customer transaction data.
          Travelport incurs substantial expense to protect against and remedy security breaches and their consequences. However, Travelport’s security measures may not prevent data security breaches. Travelport may be unsuccessful in implementing remediation plans to address potential exposures. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent Travelport’s data security systems could also obtain proprietary information or cause significant interruptions in its operations. Security breaches could also damage

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Travelport’s reputation and expose it to a risk of loss or litigation and possible liability. Security breaches could also cause Travelport’s current and potential travel suppliers and travel agencies to lose confidence in its data security, which would have a negative effect on the demand for its products and services.
          Moreover, public perception concerning data security and privacy on the Internet could adversely affect customers’ willingness to use websites for travel services. A publicized breach of data security, even if it only affects other companies conducting business over the Internet, could inhibit the use of online payments and, therefore, Travelport’s services as a means of conducting commercial transactions.
          Travelport has recently been the target of data security attacks and may experience attacks in the future. Although Travelport has managed substantially to counter these attacks and minimize its exposure, there can be no assurances that Travelport will be able to counter successfully and limit any such attacks in the future.
Travelport is subject to additional risks as a result of having global operations.
          Travelport operates in approximately 160 countries. As a result of having global operations, Travelport is subject to numerous risks. At any given time, one or more of the following principal risks may apply to any or all of the countries in which Travelport operates:
    delays in the development, availability and use of the Internet as a communication, advertising and commerce medium;
 
    difficulties in staffing and managing operations due to distance, time zones, language and cultural differences, including issues associated with establishing management systems infrastructure;
 
    differences and changes in regulatory requirements and exposure to local economic conditions;
 
    changes in tax laws and regulations, and interpretations thereof;
 
    increased risk of piracy and limits on Travelport’s ability to enforce its intellectual property rights, particularly in the Middle East, Africa and Asia;
 
    diminished ability to enforce Travelport’s contractual rights;
 
    currency risks; and
 
    withholding and other taxes on remittances and other payments by subsidiaries.

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Travelport’s ability to identify, hire and retain senior management and other qualified personnel is critical to Travelport’s results of operations and future growth.
          Travelport depends significantly on the continued services and performance of its senior management, particularly its professionals with experience in the GDS industry. Any of these individuals may choose to terminate their employment with Travelport at any time, subject to any notice periods. If unexpected leadership turnover occurs without adequate succession plans, the loss of the services of any of these individuals, or any negative perceptions of its business as a result of those losses, could damage Travelport’s brand image and its business. The specialized skills Travelport requires are difficult and time-consuming to acquire and, as a result, such skills are and are expected to remain in limited supply. Travelport requires a long time to hire and train replacement personnel. An inability to hire, train and retain a sufficient number of qualified employees or ensure effective succession plans for critical positions could materially hinder Travelport’s business by, for example, delaying its ability to bring new products and services to market or impairing the success of its operations. Even if Travelport is able to maintain its employee base, the resources needed to attract and retain such employees may adversely affect its business, financial condition or results of operations.
Travelport is controlled by The Blackstone Group L.P., its Sponsor, and this may result in conflicts of interest with Travelport or the holders of its indebtedness in the future.
          Investment funds associated with or designated by The Blackstone Group L.P. (the “Sponsor”) beneficially own substantially all of the outstanding voting shares of Travelport’s ultimate parent company. After the Effective Date, the Sponsor will still own substantially all of the outstanding voting shares of Travelport’s ultimate parent company. As a result of this ownership, the Sponsor is entitled to elect a majority of Travelport’s directors, to appoint new management and, subject to the additional approvals required pursuant to the Shareholders’ Agreement, to approve actions requiring the approval of the holders of its outstanding voting shares as a single class, including adopting most amendments to its articles of incorporation and approving or rejecting proposed mergers or sales of all or substantially all of its assets, regardless of whether holders of indebtedness believe that any such actions are in their own best interests. The Sponsor may be able to exert substantial control over Travelport and cause Travelport to take certain actions.
          The interests of the Sponsor may differ from yours in material respects. For example, if Travelport encounters financial difficulties or is unable to pay its debts as they mature, the interests of the Sponsor and its affiliates, as equity holders, might conflict with your interests. The Sponsor and its affiliates may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you. Additionally, Travelport may pay advisory fees, dividends or make other restricted payments under certain circumstances, and the Sponsor may have an interest in it doing so. For example, borrowings under Travelport’s revolving credit facility and a portion of the proceeds from asset sales may be used for such purposes.
          The Sponsor and its affiliates are in the business of making investments in companies, and may from time to time in the future, acquire interests in businesses that directly or indirectly compete with certain portions of Travelport’s business or are suppliers or customers of Travelport. The Sponsor may also pursue acquisition opportunities that may be complementary to its business and, as a result, those acquisition opportunities may not be available to Travelport. So long as investment funds associated with or designated by the Sponsor continue to indirectly own a significant amount of the outstanding shares of Travelport’s common stock, even if such amount is less than 50%, the Sponsor may continue to be able to strongly influence or effectively control its decisions.

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E. Financial and Taxation Risks
Travelport has recorded and may need to record additional impairment charges relating to its businesses.
          Travelport assesses the carrying value of goodwill and indefinite-lived intangible assets for impairment annually, or more frequently, whenever events occur and circumstances change indicating potential impairment. During the third quarter of 2009, Travelport observed indications of potential impairment related to its GTA segment, specifically that the business performance in what historically has been the strongest period for GTA, due to peak demand for travel, was weaker than expected. This resulted in a reduction to the revenue forecasts for GTA as it was concluded that the recovery in the travel market in which GTA operates will take longer than originally anticipated. As a result, an impairment assessment was performed. Travelport determined that additional impairment analysis was required as the carrying value exceeded the fair value. The estimated fair value of GTA was allocated to the individual fair value of the assets and liabilities of GTA as if GTA had been acquired in a business combination, which resulted in the implied fair value of the goodwill. The allocation of the fair value required Travelport to make a number of assumptions and estimates about the fair value of assets and liabilities where the fair values were not readily available or observable. As a result of this assessment, Travelport recorded a non-cash impairment charge of $833 million during the third quarter of 2009, of which $491 million related to goodwill, $87 million related to trademarks and trade names and $255 million related to customer relationships. This charge is included in the impairment of goodwill and intangible assets expense line item in the Travelport consolidated statement of operations for the period. A further deterioration in the GTA business, or in any of its other businesses, may lead to additional impairments in a future period.
Travelport has a substantial level of indebtedness which may have an adverse impact on Travelport.
          Travelport is highly leveraged. As of June 30, 2011, its total indebtedness was approximately $3.241 billion. Travelport had an additional $270 million available for borrowing under its revolving credit facility. In addition, Travelport maintains a $150 million synthetic letter of credit facility. As of June 30, 2011, Travelport had approximately $10 million of commitments outstanding under its synthetic letter of credit facility and $99 million of commitments outstanding under its cash collateralized letter of credit facility. Pursuant to its separation agreement with Orbitz Worldwide, Travelport maintains letters of credit under its letter of credit facilities on behalf of Orbitz Worldwide. As of June 30, 2011, Travelport had commitments of approximately $73 million in letters of credit outstanding on behalf of Orbitz Worldwide.
          Travelport’s substantial level of indebtedness could have important consequences for it, including the following:
    requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on its indebtedness, therefore reducing its ability to use its cash flow to fund its capital expenditure and future business opportunities;
 
    exposing Travelport to the risk of higher interest rates because certain of its borrowings, including borrowings under its Senior Secured Credit Facility and its senior Notes due 2014, are at variable rates of interest;
 
    restricting Travelport from making strategic acquisitions or causing it to make non-strategic divestitures;
 
    limiting Travelport’s ability to obtain additional financing for acquisitions or other strategic purposes;

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    limiting Travelport’s ability to adjust to changing market conditions and placing it at a competitive disadvantage to its less highly leveraged competitors; and
 
    making Travelport more vulnerable to general economic downturns and adverse developments in its businesses.
          In addition to its substantial level of indebtedness, on March 27, 2007, the Debtor entered into the PIK Loan. As of September 30, 2011, approximately $715 million remained outstanding under the PIK Loan (including accrued interest). The entire amount outstanding of the PIK Loan is due March 27, 2012. The Debtor is a holding company with no direct operations. The Debtor’s principal assets are the direct and indirect equity interests it holds in its subsidiaries, including its direct wholly owned subsidiary, Travelport Limited, which in turn owns, directly or indirectly, Travelport. As a result, the Debtor may be dependent upon dividends or distributions and other payments from Travelport to generate the funds necessary to meet its outstanding debt service and other obligations under the PIK Loan. If the Debtor is unable to repay the amount outstanding under the PIK Loan when it becomes due, the Debtor’s failure to pay such amounts would not be a default under its Senior Secured Credit Facility or the indentures governing its Notes. However, if the Debtor were to restructure or refinance its obligations under the PIK Loan in a manner that results in a change of control under the terms of its Senior Secured Credit Facility and the indentures governing its Notes, or were to take other actions that result in such a change of control, Travelport would be required to repay all amounts outstanding under its Senior Secured Credit Facility and make an offer to purchase all of the outstanding Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and additional interest, if any. Travelport may not have the ability to repay such amounts and make such Note purchases which would result in a default under the Senior Secured Credit Facility and the Notes.
          The above factors could limit Travelport’s financial and operational flexibility, and as a result could have a material adverse effect on its business, financial condition and results of operations.
Travelport’s debt agreements contain restrictions that may limit its flexibility in operating its business.
          Travelport’s Senior Secured Credit Facility and the indentures governing its Notes contain various covenants that limit Travelport’s ability to engage in specified types of transactions. These covenants limit Travelport’s ability to, among other things:
    incur additional indebtedness;
 
    pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments;
 
    make certain investments;
 
    sell certain assets;
 
    create liens on certain assets to secure debt;

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    consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;
 
    enter into certain transactions with affiliates; and
 
    designate its subsidiaries as unrestricted subsidiaries.
          In addition, under its Senior Secured Credit Facility, Travelport is required to satisfy and maintain compliance with a leverage ratio. Travelport’s ability to meet that financial ratio can be affected by events beyond its control and, in the long term, it may not be able to meet that ratio. A breach of any of these covenants could result in a default under the Senior Secured Credit Facility and its indentures. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts outstanding under the Senior Secured Credit Facility to be immediately due and payable and terminate all commitments to extend further credit. If Travelport is unable to repay those amounts, the lenders under the Senior Secured Credit Facility could take action or exercise remedies, including proceeding against the collateral granted to them to secure that indebtedness. Travelport has pledged a significant portion of its assets as collateral under the Senior Secured Credit Facility. If the lenders under the Senior Secured Credit Facility accelerate the repayment of borrowings, Travelport cannot provide assurance that it will have sufficient assets to repay the Senior Secured Credit Facility as well as its unsecured indebtedness, including its Notes.
Despite its high indebtedness level, Travelport may still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with its substantial indebtedness.
          Travelport and its subsidiaries may be able to incur substantial indebtedness in connection with an acquisition or for other strategic purposes in the future. In addition to its currently available borrowings, the terms of Travelport’s indentures permit it to increase commitments under the revolving credit facility. All of those borrowings and any other secured indebtedness permitted under the Senior Secured Credit Facility and the indentures are effectively senior to its Notes and the subsidiary guarantees. In addition, the indentures governing the Notes do not prevent Travelport from incurring obligations that do not constitute indebtedness. If Travelport were to increase such commitments, add such facilities or incur such obligations, the risks associated with its substantial level of indebtedness, which could limit its financial and operational flexibility, would increase.
Government regulation could impose taxes or other burdens on Travelport, which could increase its costs or decrease demand for its products.
          Travelport relies upon generally accepted interpretations of tax laws and regulations in the countries in which it operates and for which it provides travel inventory. Travelport cannot be certain that these interpretations are accurate or that the responsible taxing authority is in agreement with its views. The imposition of additional taxes could cause Travelport to have to pay taxes that it currently does not pay or collect on behalf of authorities and increase the costs of its products or services, which would increase its costs of operations.
Changes in tax laws or interpretations thereof may result in an increase in its effective tax rate.
          Travelport has operations in various countries that have differing tax laws and rates. A significant portion of its revenue and income is earned in countries with low corporate tax rates and it intends to continue to focus on growing its businesses in these countries. Travelport’s income tax reporting is subject to audit by domestic and foreign authorities, and its effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, its eligibility for benefits under those tax treaties and the estimated values of deferred tax assets

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and liabilities. Such changes could result in an increase in the effective tax rate applicable to all or a portion of its income which would reduce its profitability.
Fluctuations in the exchange rate of the U.S. dollar and other currencies may adversely impact Travelport’s results of operations.
          Travelport’s results of operations are reported in U.S. dollars. While most of its revenue is denominated in U.S. dollars, a portion of Travelport’s revenue and costs, including interest obligations on a portion of its Senior Secured Credit Facility and on the euro-denominated Senior Notes due 2014 and Senior Subordinated Notes, is denominated in other currencies, such as pounds sterling, the euro and the Australian dollar. As a result, Travelport faces exposure to adverse movements in currency exchange rates. The results of Travelport’s operations and its operating expenses are exposed to foreign exchange rate fluctuations as the financial results of those operations are translated from local currency into U.S. dollars upon consolidation. If the U.S. dollar weakens against the local currency, the translation of these foreign currency-based local operations will result in increased net assets, revenue, operating expenses, and net income or loss. Similarly, Travelport’s local currency-based net assets, revenue, operating expenses, and net income or loss will decrease if the U.S. dollar strengthens against local currency. Additionally, transactions denominated in currencies other than the functional currency may result in gains and losses that may adversely impact its results of operations.
F. Risks Related To Travelport’s Relationship With Orbitz Worldwide
Travelport has recorded a significant charge to earnings, and may in the future be required to record additional significant charges to earnings if its investment in the equity of Orbitz Worldwide continues to be impaired.
          Travelport owns approximately 48% of Orbitz Worldwide’s outstanding common stock, which Travelport accounts for using the equity method of accounting. Travelport recorded losses of $4 million related to its investment in Orbitz Worldwide for the six months ended June 30, 2011.
          Travelport is required under U.S. GAAP to review its investments in equity interests for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. Travelport evaluates its equity investment in Orbitz Worldwide for impairment on a quarterly basis. This analysis is focused on the market value of Orbitz Worldwide common stock compared to the book value of such common stock. Factors that could lead to impairment of Travelport’s investment in the equity of Orbitz Worldwide include, but are not limited to, a prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or an announcement of adverse changes or events by, Orbitz Worldwide. In addition, in the event that Travelport acquires a majority interest in Orbitz Worldwide, Travelport will be required to consolidate Orbitz Worldwide in its consolidated financial statements.
          As of June 30, 2011, the fair market value of Travelport’s investment in Orbitz Worldwide was approximately $122 million and the carrying value of its investment was approximately $90 million. The results of Orbitz Worldwide for the year ended December 31, 2010, were impacted by the impairment charge recorded by Orbitz Worldwide amounting to $81 million. During that period, in connection with Orbitz Worldwide’s annual impairment test for goodwill and intangible assets and as a result of lower than expected performance and future cash flows for its HotelClub and CheapTickets brands, Orbitz Worldwide recorded a non-cash impairment charge. Travelport may be required in the future to record additional charges to earnings if its investment in the equity of Orbitz Worldwide becomes further impaired. Any such charges would adversely impact its results of operations.

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Orbitz Worldwide is an important customer of Travelport’s businesses.
          Orbitz Worldwide is Travelport’s largest GDS subscriber, accounting for 14% of its total air segments in the year ended December 31, 2010. Travelport’s agreements with Orbitz Worldwide may not be renewed at their expiration or may be renewed on terms less favorable to Travelport. In the event Orbitz Worldwide terminates its relationships with Travelport or Orbitz Worldwide’s business is materially impacted for any reason and, as a result, Orbitz Worldwide loses, or fails to generate, a substantial amount of bookings that would otherwise be processed through Travelport’s GDS, Travelport’s business and results of operations would be adversely affected.
G. Legal And Regulatory Risks
Third parties may claim that Travelport has infringed their intellectual property rights, which could expose Travelport to substantial damages and restrict its operations.
          Travelport has faced and in the future could face claims that it has infringed the patents, copyrights, trademarks or other intellectual property rights of others. In addition, Travelport may be required to indemnify travel suppliers for claims made against them. Any claims against Travelport or such travel suppliers could require Travelport to spend significant time and money in litigation or pay damages. Such claims could also delay or prohibit the use of existing, or the release of new, products, services or processes, and the development of new intellectual property. Travelport could be required to obtain licenses to the intellectual property that is the subject of the infringement claims, and resolution of these matters may not be available on acceptable terms or at all. Intellectual property claims against Travelport could have a material adverse effect on Travelport’s business, financial condition and results of operations, and such claims may result in a loss of intellectual property protections that relate to certain parts of its business.
Travelport may become involved in legal proceedings and may experience unfavorable outcomes.
          Travelport may in the future become subject to material legal proceedings in the course of its business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings could involve claims for substantial amounts of money or for other relief or might necessitate changes to Travelport’s business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material adverse effect on Travelport’s business, financial position and results of operations.
Travelport’s businesses are regulated and any failure to comply with such regulations or any changes in such regulations could adversely affect it.
          Travelport operates in a regulated industry. Travelport’s businesses, financial condition and results of operations could be adversely affected by unfavorable changes in or the enactment of new laws, rules and/or regulations applicable to it, which could decrease demand for products and services, increase costs or subject it to additional liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend Travelport from carrying on some or all of its activities or otherwise penalize Travelport if its practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. Travelport’s failure to comply with any of these requirements or interpretations could have a material adverse effect on its operations.
          Travelport’s consumer and retail distribution channels are subject to laws and regulations relating to sales and marketing activities, including those prohibiting unfair and deceptive advertising or practices.

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Travelport’s travel services are subject to regulation and laws governing the offer and/or sale of travel products and services, including laws requiring Travelport to be licensed or bonded in various jurisdictions and to comply with certain disclosure requirements. As a seller of air transportation products in the United States, Travelport is also subject to regulation by the U.S. Department of Transportation, which has authority to enforce economic regulations, and may assess civil penalties or challenge its operating authority. Travelport stores a large volume of personally identifiable information which is subject to legislation and regulation in numerous jurisdictions around the world, including in the U.S., where it is safe harbor certified, and in Europe.
          In Europe, revised computerized reservation systems (“CRS”) regulations entered into force on March 29, 2009. These regulations or interpretations of them may increase Travelport’s cost of doing business or lower its revenues, limit its ability to sell marketing data, impact its relationships with travel agencies, airlines, rail companies, or others, impair the enforceability of existing agreements with travel agencies and other users of its system, prohibit or limit Travelport from offering services or products, or limit its ability to establish or change fees.
          The CRS regulations require GDS, among other things, to clearly and specifically identify in their displays any flights that are subject to an operating ban within the European Community and to introduce a specific symbol in their displays to identify each so-called blacklisted carrier. Travelport includes a link to the European Commission’s blacklist on the information pages accessible by travel agents through its Ask Travelport online facility. Travelport is inhibited from applying a specific symbol to identify a blacklisted carrier in its displays as the European Commission’s blacklist does not currently identify blacklisted carriers with an IATA airline code, although work on a technical solution is currently under way. A common solution for all GDS is being sought through further dialogue with the European Commission.
          Annex 1(9) of the CRS regulations requires a GDS to display a rail or rail/air alternative to air travel, on the first screen of their principal displays, in certain circumstances. Travelport currently has few rail participants in its GDS. Travelport can display direct point to point rail services in its GDS principal displays for those rail operators that participate in its GDS. Given the lack of harmonization in the rail industry, displaying rail connections in a similar way to airline connections is extremely complex, particularly in relation to timetabling, ticketing and booking systems. Travelport is working towards a solution that will include functionality to search and display connected rail alternatives at such time as the rail industry in Europe provides a technically efficient means to do so. Travelport understands that such efficiencies lie at the heart of the European Commission’s policy objectives to sustain a high quality level of European rail services in the future.
          Although regulations governing GDS have been lifted in the United States, continued regulation of GDS in the European Union and elsewhere could also create the operational challenge of supporting different products, services and business practices to conform to the different regulatory regimes.
          Travelport’s failure to comply with these laws and regulations may subject it to fines, penalties and potential criminal violations. Any changes to these laws or regulations or any new laws or regulations may make it more difficult for Travelport to operate its businesses and may have a material adverse effect on its operations. Travelport does not currently maintain a central database of regulatory requirements affecting its worldwide operations and, as a result, the risk of non-compliance with the laws and regulations described above is heightened.
H. Methods Of Solicitation
          Bankruptcy Rule 3018(b) provides that a holder of a claim or interest who has accepted or rejected a plan before the commencement of the case under the Bankruptcy Code will not be deemed to have accepted or rejected the plan if the court finds after notice and a hearing that the plan was not transmitted in accordance with

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reasonable solicitation procedures. In addition, section 1126(b) of the Bankruptcy Code provides that a holder of a claim or interest that has accepted or rejected a plan before the commencement of a case under the Bankruptcy Code is deemed to have accepted or rejected the plan if (i) the solicitation of such acceptance or rejection was in compliance with the applicable nonbankruptcy law, rule, or regulation governing the adequacy of disclosure in connection with such solicitation or (ii) there is no such law, rule, or regulation, and such acceptance or rejection was solicited after disclosure to such holder of adequate information (as defined by section 1125(a) of the Bankruptcy Code).
          The Company believes that its Solicitation of votes to accept or reject the Plan from the Holders of Impaired Claims and Interests is proper under applicable nonbankruptcy law, rules, and regulations, and that this Disclosure Statement contains “adequate information” as defined by section 1125(a) of the Bankruptcy Code. The Company also believes that it is not required to solicit any other class under the Bankruptcy Code or applicable nonbankruptcy law, rules, or regulations. The Company cannot be certain, however, that its Solicitation of acceptances or rejections will be approved by the Bankruptcy Court. There is also a risk that confirmation of the Plan could be denied by the Bankruptcy Court.
          The Company believes that the Solicitation and the use of this Disclosure Statement and the Ballots for the purpose of obtaining acceptances of the Plan comply with the Bankruptcy Code. The Bankruptcy Court may decide, however, that the Solicitation failed to meet the requirements of section 1126(b) of the Bankruptcy Code. If the Bankruptcy Court determines that the Solicitation did not comply with the requirements of section 1126(b) of the Bankruptcy Code, the Company may seek to resolicit acceptances, and, in that event, confirmation of the Plan could be delayed and possibly jeopardized.
I. Classification And Treatment Of Claims And Interests
          Section 1122 of the Bankruptcy Code requires that the Plan classify Claims against and Interests in the Company. The Bankruptcy Code also provides that, except for certain Claims classified for administrative convenience, the Plan may place a Claim or Interest in a particular Class only if such Claim or Interest is substantially similar to the other Claims or Interests of such Class. The Company believes that all Claims and Interests have been appropriately classified in the Plan.
          To the extent that the Bankruptcy Court finds that a different classification is required for the Plan to be confirmed, the Company presently anticipates that it would seek to (i) modify the Plan, subject to the terms of the Plan and the Restructuring Support Agreement, to provide for whatever classification might be required for confirmation and (ii) use the acceptances received from any creditor or equity holder pursuant to the Solicitation for the purpose of obtaining the approval of the Class or Classes of which such creditor or equity holder ultimately is deemed to be a member. Any such reclassification of creditors or equity holders, although subject to the notice and hearing requirements of the Bankruptcy Code, could adversely affect the Class in which such creditor or equity holder was initially a member, or any other Class under the Plan, by changing the composition of such Class and the vote required for approval of the Plan. There can be no assurance that the Bankruptcy Court, after finding that a classification was inappropriate and requiring a reclassification, would approve the Plan based upon such reclassification. Except to the extent that modification of classification in the Plan requires resolicitation, the Company will, in accordance with the Bankruptcy Code and the Bankruptcy Rules, seek a determination by the Bankruptcy Court that acceptance of the Plan by any Holder of Claims or Interests pursuant to the Solicitation will constitute a consent to the Plan’s treatment of such Holder regardless of the Class as to which such Holder is ultimately deemed to be a member. The Company believes that, under the Bankruptcy Rules, the Company would be required to resolicit votes for or against the Plan only when a modification adversely affects the treatment of the Claim of any creditor or Interest of any equity holder.

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          The Bankruptcy Code also requires that the Plan provide the same treatment for each Claim or Interest of a particular Class unless the Holder of a particular Claim or Interest agrees to a less favorable treatment of its Claim or Interest. The Debtor believes that it has complied with the requirement of equal treatment. To the extent that the Bankruptcy Court finds that the Plan does not satisfy such requirement, the Bankruptcy Court could deny confirmation of the Plan.
          Issues or disputes relating to classification and/or treatment could result in a delay in the Confirmation and consummation of the Plan and could increase the risk that the Plan will not be consummated.
J. Risk Of Non-Occurrence Of The Effective Date
          Although the Debtor believes that the Effective Date will occur very quickly after the Confirmation Date, there can be no assurance as to such timing.
VII. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS
A. Issuance And Resale Of New Equity Shares Under the Plan
          1. Exemption From Registration
          The Plan provides for the Debtor’s direct parent, Worldwide, to issue New Equity Shares to Holders of Class 2 PIK Loan Unsecured Claims. The Debtor believes that the New Equity Shares constitute “securities,” as defined in section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and applicable Blue Sky Law. Section 4(2) of the Securities Act provides that the registration requirements of section 5 of the Securities Act shall not apply to the offer and sale of a security in connection with transactions not involving any public offering. By virtue of section 18 of the Securities Act, section 4(2) also provides that any state Blue Sky Law requirements shall not apply to such offer or sale.
          Section 1145 of the Bankruptcy Code provides that the registration requirements of section 5 of the Securities Act (and any state Blue Sky Law requirements) shall not apply to the offer or sale of stock, options, warrants, or other securities by an affiliate participating in a joint plan with a debtor if (a) the offer or sale occurs under a plan of reorganization; (b) the recipients of the securities hold a claim against, an interest in, or claim for administrative expense against, the debtor; and (c) the securities are issued in exchange for a claim against or interest in a debtor or are issued principally in such exchange and partly for cash and property.
          In reliance upon these exemptions, the offer and sale of the New Equity Shares will not be registered under the Securities Act or any state Blue Sky Law. Accordingly, the New Equity Shares may be resold without registration under the Securities Act or other federal securities laws, unless the holder is an “underwriter” (as discussed below) with respect to such securities, as that term is defined in section 2(a)(11) of the Securities Act and in the Bankruptcy Code. In addition, the New Equity Shares generally may be able to be resold without registration under state securities laws pursuant to various exemptions provided by the respective Blue Sky Law of those states; however, the availability of such exemptions cannot be known unless individual state Blue Sky Laws are examined. Therefore, recipients of the New Equity Shares are advised to consult with their own legal advisors as to the availability of any such exemption from registration under state Blue Sky Law in any given instance and as to any applicable requirements or conditions to such availability.

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          2. Resales Of The New Equity Shares; Definition Of Underwriter
          If the holder of the New Equity Shares is an underwriter, the New Equity Shares will be “restricted securities” and may not be resold under the Securities Act and applicable state Blue Sky Law absent an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration, including Rule 144 promulgated under the Securities Act. Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as one who, except with respect to “ordinary trading transactions” of an entity that is not an “issuer,” (a) purchases a claim against, interest in, or claim for an administrative expense in the case concerning the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such claim or interest; or (b) offers to sell securities offered or sold under a plan for the holders of such securities; or (c) offers to buy securities offered or sold under a plan from the holders of such securities, if such offer to buy is (i) with a view to distribution of such securities and (ii) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (d) is an issuer of the securities within the meaning of section 2(a)(11) of the Securities Act. In addition, a Person who receives a fee in exchange for purchasing an issuer’s securities could also be considered an underwriter within the meaning of section 2(a)(11) of the Securities Act.
          The definition of an “issuer” for purposes of whether a Person is an underwriter under section 1145(b)(1)(D) of the Bankruptcy Code, by reference to section 2(a)(11) of the Securities Act, includes as “statutory underwriters” all Persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. The reference to “issuer,” as used in the definition of “underwriter” contained in section 2(a)(11) of the Securities Act, is intended to cover “controlling Persons” of the issuer of the securities. “Control,” as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized debtor or its successor under a plan of reorganization may be deemed to be a “controlling Person” of such debtor or successor, particularly if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor’s or its successor’s voting securities. Moreover, the legislative history of section 1145 of the Bankruptcy Code suggests that a creditor who owns ten percent (10%) or more of a class of securities of a reorganized debtor may be presumed to be a “controlling Person” and, therefore, an underwriter.
          Resales of the New Equity Shares by Persons deemed to be “underwriters” (which definition includes “controlling Persons”) are not exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. Under certain circumstances, holders of the New Equity Shares who are deemed to be “underwriters” may be entitled to resell their New Equity Shares pursuant to the limited safe harbor resale provisions of Rule 144 promulgated under the Securities Act. Generally, Rule 144 would permit the public sale of securities received by such Person if current information regarding the issuer is publicly available and if volume limitations, manner of sale requirements and certain other conditions are met. However, the Company does not presently intend to make publicly available the requisite current information regarding the Company, and as a result, Rule 144 will not be available for resales of New Equity Shares by Persons deemed to be underwriters.
          Whether any particular Person would be deemed to be an “underwriter” (including whether such Person is a “controlling Person”) with respect to the New Equity Shares would depend upon various facts and circumstances applicable to that Person. Accordingly, the Debtor expresses no view whether any Person would be deemed an “underwriter” with respect to the New Equity Shares. In view of the complex nature of the question of whether a particular Person may be an “underwriter,” the Debtor makes no representations concerning the right of any Person to freely resell the New Equity Shares. Accordingly, the Debtor recommends that potential recipients of New Equity Shares consult their own counsel concerning their ability to freely trade such securities without compliance with the federal and state securities laws.

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          PERSONS WHO RECEIVE NEW EQUITY SHARES UNDER THE PLAN ARE URGED TO CONSULT THEIR OWN LEGAL ADVISOR WITH RESPECT TO THE RESTRICTIONS APPLICABLE UNDER THE SECURITIES LAWS AND THE CIRCUMSTANCES UNDER WHICH SECURITIES MAY BE SOLD IN RELIANCE ON SUCH LAWS.
          THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATURE AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE COMPANY MAKES NO REPRESENTATIONS CONCERNING, AND DOES NOT PROVIDE, ANY OPINIONS OR ADVICE WITH RESPECT TO THE NEW EQUITY SHARES OR THE BANKRUPTCY MATTERS DESCRIBED IN THIS DISCLOSURE STATEMENT. IN LIGHT OF THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS, THE COMPANY ENCOURAGES EACH ELIGIBLE HOLDER OF CLASS 2 PIK LOAN UNSECURED CLAIMS TO CONSIDER CAREFULLY AND CONSULT WITH ITS OWN LEGAL ADVISORS WITH RESPECT TO ALL SUCH MATTERS. BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A PARTICULAR HOLDER MAY BE AN UNDERWRITER, THE COMPANY MAKES NO REPRESENTATION CONCERNING THE ABILITY OF A PERSON TO DISPOSE OF THE NEW EQUITY SHARES.
VIII. CERTAIN TRANSFER RESTRICTIONS
     The New Equity Shares have not been and may not be registered under the Securities Act and are being issued only to “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act. Accordingly, the New Equity Shares may not be offered or sold within the United States to, or for the account or benefit of, persons except pursuant to an exemption from, or in a transaction not subject to, the Securities Act.
     In addition, the New Equity Shares will be subject to certain additional restrictions on transfer. Any such transfer of the New Equity Shares will be deemed null and void and Worldwide reserves the right to cancel any such transfer. Any purported purchaser or transferee of the New Equity Shares in such a transfer will not be recognized as a shareholder of Worldwide for any purpose whatsoever in respect of the New Equity Shares that are the subject of such transfer.
     Each eligible Holder of Class 2 PIK Loan Unsecured Claims who votes to accept the Plan will be deemed to have represented and agreed to the representations and agreements as follows:
     (a) The eligible holder is a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act.
     (b) The eligible holder understands that the New Equity Shares are being issued in a transaction not involving any public offering within the meaning of the Securities Act, that the New Equity Shares have not been registered under the Securities Act and that (i) such securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an exemption from registration under the Securities Act, (B) to the Company or any of its subsidiaries or (C) pursuant to an effective registration statement and, in each case, in compliance with the limitations in the Shareholders’ Agreement (as may be amended from time to time), Worldwide’s by-laws (as may be amended from time to time) and any applicable securities laws of any state of the United States or any other applicable jurisdiction, (ii) the eligible holder will, and each subsequent eligible holder is required to, notify any later purchaser from it of the resale restrictions described in (i) above and any later purchaser shall be subject to such resale restrictions and (iii) such securities are subject to the approval of the Bermudan Monetary Authority, if applicable.
     (c) The eligible holder confirms that (i) the eligible holder has requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of acquiring New Equity Shares

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and the eligible holder and any accounts for which it is acting are each able to bear the economic risks of its or their investment, including a complete loss of the investment, (ii) the eligible holder is not acquiring New Equity Shares with a view to any distribution of the New Equity Shares; provided that the disposition of its property and the property of any accounts for which the eligible holder is acting as a fiduciary shall remain at all times within its control and (iii) the eligible holder acknowledges that it has had access to the financial and other information, and has been afforded the opportunity to ask questions of representatives of Worldwide or the Company and receive answers to those questions, as it deemed necessary in connection with its investment in the Company as it deemed necessary in connection with its decision to vote on the Plan.
     (d) The eligible holder understands that the New Equity Shares will bear a legend substantially to the following effect:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR COUNTRY AND WERE ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER THE BY-LAWS OF TRAVELPORT WORLDWIDE LIMITED AND A SHAREHOLDERS’ AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT (I) AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER, (II) AS PERMITTED UNDER OTHER APPLICABLE LAWS AND (III) IN COMPLIANCE WITH SUCH SHAREHOLDERS’ AGREEMENT AND BY-LAWS. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, THE SELLER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT.”
     (e) The eligible holder acknowledges that none of Worldwide, the Company, Travelport nor any person representing Worldwide has made any representations to it with respect to the New Equity Shares, the Company, the Plan or Worldwide’s financial condition or results or operations or cash flows.
     (f) The eligible holder understands that pursuant to the Shareholders’ Agreement and Worldwide’s by-laws, no sale, transfer or other disposition of the New Equity Shares shall be effective, and any such transfer, if any, shall be deemed null and void, if, as a result of any such transfer: (i) the New Equity Shares are transferred to a “strategic investor” (as such term is defined in the Shareholders’ Agreement); (ii) the record number of holders of Worldwide’s equity securities would exceed 250, as determined under section 12(g) of the Exchange Act, or would require registration of such transfer, or any class of securities of Worldwide under any U.S. or foreign securities laws; (iii) regulatory restrictions applicable to the Company, including requirements of the Bermudan Monetary Authority, would be violated; (iv) in the reasonable opinion of tax counsel, such transfer could cause the Company to be characterized as a publicly traded partnership taxable as a corporation under section 7704 of the Internal Revenue Code; or (v) certain provisions set forth in the Shareholders’ Agreement would be violated.
     (g) The eligible holder agrees that it will deliver to each person to whom it proposes to transfer New Equity Shares notice of the restrictions on transfer of the New Equity Shares and any such transferee shall be deemed to have acknowledged any such restrictions upon such transfer and such acknowledgement is a condition of such transfer.
     (h) The eligible holder acknowledges that Worldwide and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of the foregoing acknowledgements, representations or agreements deemed to have been made by it are no longer accurate, it shall promptly notify Worldwide. If an eligible holder is acquiring any New Equity Shares as a fiduciary or agent for one or more investor accounts, such eligible holder represents that it has sole investment discretion with respect to each

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such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.
     (j) The eligible holder understands that no representation is made as to the availability of any exemption from Securities Act registration for the resale of the New Equity Shares.
IX. CERTAIN TAX CONSEQUENCES OF THE PLAN
A. CERTAIN BERMUDA TAX CONSIDERATIONS
          At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by the Company, Worldwide or Worldwide shareholders in respect of Worldwide’s shares. The Company has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to the Company or Worldwide or to any of the operations of either or to the Company’s or Worldwide’s shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by the Company or Worldwide in respect of real property owned or leased by the Company or Worldwide in Bermuda.
B. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
          The following is a summary (this “Summary”) of certain U.S. federal income tax considerations to an eligible Holder (as defined below) of an Allowed Class 2 PIK Loan Unsecured Claim that, pursuant to the Plan, exchanges its PIK Loan Unsecured Claim for its Pro Rata share of (i) the PIK Loan Cash Distribution, (ii) the Second Lien OpCo Term Loan Exchange Portion, (iii) (a) the Effective Date Common Stock Distribution, (b) the Post-Effective Date Common Stock Distribution, and (c) the Additional Share Distribution (together the “New Worldwide Shares”), (iv) the Tranche A Extended PIK Loan and (v) the Tranche B Extended PIK Loan (together with the Tranche A Extended PIK Loan, the “New PIK Loan,” and the New PIK Loan together with the Second Lien OpCo Term Loan Exchange Portion, collectively, the “New Loans”) (such transaction, the “Exchange”). The New Loans, together with the New Worldwide Shares, are hereinafter referred to as the “New Interests.” This Summary addresses only U.S. federal income tax considerations relevant to Holders that hold the PIK Loan Unsecured Claims and will hold the New Interests as “capital assets” within the meaning of the Internal Revenue Code of 1986, as amended (the “Tax Code”). This Summary is based on the Tax Code, Treasury regulations promulgated thereunder, published rulings of the U.S. Internal Revenue Service (the “IRS”) and judicial and administrative interpretations thereof, in each case as in effect and available as of the date hereof. Subsequent developments in any of the foregoing, or changes in how any of these authorities are interpreted, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of participating in the Exchange, and of owning and disposing of the New Interests as described in this Summary. No ruling will be sought from the IRS with respect to any statement or conclusion in this Summary, and no assurance can be given that the IRS will not challenge such statement or conclusion in this Summary or, if challenged, that a court will uphold such statement or conclusion.
          This Summary does not purport to address all tax consequences that may be important to a particular Holder in light of that Holder’s investment or other circumstances, or to certain categories of investors that may be subject to special rules, including, among others, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, dealers or traders in securities or currencies, tax-exempt entities, partnership or other pass-through entities, investors holding the PIK Loan Unsecured Claims or the New Interests as part of an “integrated,” “hedging” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes, grantor trusts, Holders that have a “functional currency” other than the U.S. dollar, Holders that have a taxable year other than a calendar year, U.S. expatriates and Holders subject to the U.S. federal alternative minimum

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tax. This Summary does not address any tax considerations to secondary purchasers of the New Interests. In addition, this discussion does not address any tax considerations arising under the U.S. federal estate and gift tax laws or the laws of any state, local, foreign or other taxing jurisdiction. This Summary does not address any consequences that may result to Holders as a result of becoming a United States Shareholder, as defined in the Tax Code, with respect to any controlled foreign corporation (“CFC”), including Worldwide or any entity owned directly or indirectly by Worldwide.
          For purposes of this Summary, a “U.S. Holder” means a holder of a PIK Loan Unsecured Claim that is (1) an individual who is a citizen or resident of the United States, (2) a corporation or other entity taxable as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States, any state thereof or the District of Columbia, (3) an estate the income of which is includable in gross income for United States federal income tax purposes regardless of its source or (4) a trust (A) the administration of which is subject to the primary supervision of a United States court and of which one or more United States persons who have the authority to control all substantial decisions or (B) that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. For purposes of this Summary, a “Non-U.S. Holder” is a beneficial owner of a PIK Loan Unsecured Claim that is neither a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) nor a U.S. Holder. For purposes of this Summary, a “Holder” is a U.S. Holder or a Non-U.S. Holder.
          THIS SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. EACH HOLDER IS URGED TO CONSULT ITS INDEPENDENT TAX ADVISOR AS TO THE PARTICULAR TAX CONSIDERATIONS TO SUCH HOLDER OF ACQUIRING THE NEW INTERESTS PURSUANT TO THE EXCHANGE OFFER AND THE OWNERSHIP AND DISPOSITION OF THE NEW INTERESTS, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE, OR LOCAL TAX LAWS OR NON-U.S. TAX LAWS.
          If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds a PIK Loan Unsecured Claim and acquires the New Interests pursuant to the Plan, the U.S. federal income tax consequences to the partners of such partnership will depend on the activities of the partnership and the status of the partners. A partnership considering acquiring the New Interests pursuant to the Plan should consult its independent tax advisor regarding the consequences to its partners of acquiring the New Interests pursuant to the Plan and the ownership or disposition of the New Interests by the partnership.
          TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS OF THE PIK LOAN UNSECURED CLAIMS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS DISCLOSURE STATEMENT IS NOT INTENDED TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE TAX CODE; (B) SUCH DISCUSSION IS BEING USED IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY TRAVELPORT OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) CREDITORS AND NEW INTEREST-HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Certain U.S. Federal Income Tax Consequences To The Company
Cancellation Of Indebtedness Income
          Treatment Of Worldwide As Issuer Of The PIK Loan Unsecured Claims And The New Interests For U.S. Federal Income Tax Purposes. For U.S. federal income tax purposes, Worldwide is expected to be treated as, prior to the Exchange, the issuer of the PIK Loan Unsecured Claims and, in connection with the Exchange, the transferor of the PIK Loan Cash Distribution and the issuer of the New Interests. This is because each of the Company, Travelport Limited, certain direct and indirect subsidiaries of Travelport Limited and Travelport LLC is, or will be at the time of the Exchange, treated as an entity that is not regarded as separate from (i.e., is treated as a division of) Worldwide. Thus, pursuant to the Plan, Worldwide will be treated as having satisfied each PIK Loan Unsecured Claim in exchange for the PIK Loan Cash Distribution and the New Interests.

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          COD Income. In general, the discharge of a debt obligation (such as a PIK Loan Unsecured Claim) by a corporation in exchange for cash and other property having a fair market value (or, in the case of a new debt instrument, an “issue price”) that is less than the “adjusted issue price” of the old debt gives rise to cancellation of indebtedness (“COD”) income for U.S. federal income tax purposes to a corporation. Although not free from doubt, Worldwide intends to take the position that any COD income recognized by Worldwide as a result of the Plan is neither effectively connected with the conduct of a trade or business within the United States nor U.S. source “fixed or determinable annual or periodical gains, profits or income”; therefore, Worldwide, a Bermuda corporation, should not recognize any COD income for U.S. federal income tax purposes as a result of the Plan.
Net Operating Losses – Section 382
          An indirect subsidiary of the Company, Travelport Inc., a Delaware corporation, has a significant amount of net operating losses (“NOLs”) for U.S. federal income tax purposes. Section 382 of the Tax Code contains rules that limit the ability of a company that has NOLs and undergoes an “ownership change,” which is generally an increase in the ownership by certain shareholders of more than 50% in value of its stock over a three-year period, to utilize its NOL carryforwards and certain built-in losses recognized in years after the ownership change. These rules generally operate by taking into account “owner shifts” on the part of stockholders that own, directly or indirectly, 5% or more of the stock of the loss corporation and any changes in ownership arising from a new issuance of stock by the loss corporation. Generally, if an ownership change occurs, the NOLs that the loss corporation can use each year will be limited to the product of the applicable long-term tax exempt rate (a rate published monthly by the U.S. Treasury department) (3.86% for ownership changes that occur in September 2011) and the fair market value of the company’s stock immediately before the ownership change, with certain adjustments.
          In connection with the Plan, Worldwide will issue New Worldwide Shares that will result in an owner shift with respect to the stock of Travelport Inc. of up to 44%. In addition, Worldwide may issue Worldwide shares in an amount of up to 5% of the fully diluted equity of Worldwide pursuant to a management incentive plan, which also may result in an owner shift with respect to Travelport Inc. Although the Company believes that these owner shifts, combined with other owner shifts that have occurred to date during the relevant testing period, should not result in an “ownership change” under Tax Code section 382 with respect to Travelport Inc. based upon the terms of the Plan, there can be no assurance of this fact. Moreover, even if the issuance of New Worldwide Shares and management equity in connection with the Plan does not result in an ownership change with respect to Travelport Inc., there can be no assurance that there will not be future owner shifts that result in an ownership change. If Travelport Inc. were to experience an ownership change as defined in Tax Code section 382, its ability to use its NOLs thereafter would become subject to the limitations described above. In addition, its ability to use its “net unrealized built-in losses” (if any) to offset future taxable income realized within five years of the ownership change could become subject to limitation. Finally, Travelport Inc.’s NOLs could become subject to further limitations if it were to undergo additional future ownership changes and could potentially be reduced to zero if Travelport Inc. were to fail to continue its business enterprise for at least two years following any ownership change.
Certain U.S. Federal Income Tax Consequences Of The Exchange To U.S. Holders
          The U.S. federal income tax consequences of the transactions contemplated by the Plan to U.S. Holders of a PIK Loan Unsecured Claim are not entirely clear. Although the discussion below describes certain possible U.S. federal income tax consequences of the transactions contemplated by the Plan to U.S. Holders, no assurance can be given as to the treatment of such transactions by the IRS or as to whether such treatment would be sustained by a court. If required under the Tax Code, the Company will notify the U.S. Holders as to any position the Company is required to take regarding the transactions contemplated by the Plan. Each U.S. Holder should consult its independent tax advisor regarding the tax consequences to it of the transactions contemplated by the Plan and information that may be relevant to its particular situation and circumstances.
          Travelport believes that the New Loans should be treated as debt for U.S. federal income tax purposes and intend to treat the New Loans as such. By acquiring New Loans pursuant to the Exchange, each beneficial owner agrees to treat the New Loans as debt for U.S. federal income tax purposes. This Summary assumes that the New Loans are properly characterized as debt for U.S. federal income tax purposes. If any of the New Loans were treated as equity, adverse consequences could result to one or more of the Company, Worldwide, Travelport LLC, or Travelport Inc., and to Holders.

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The Exchange
          Treatment Of The New Worldwide Shares Held In The Escrow. The U.S. federal income tax characterization of the New Worldwide Shares held in the Escrow is not entirely clear. Although there is no authority on point and the matter is not free from doubt, Travelport believes that these shares should not be treated as issued for U.S. federal income tax purposes until released from the Escrow to a U.S. Holder and accordingly that a Holder should not be treated as the owner of any portion of the Post-Effective Date Common Stock Distribution or other assets, if any, held in the Escrow (collectively, the “Escrow Shares,” and together with the Additional Share Distribution, the “Unreleased Worldwide Shares”) until the Holder has a right to receive these shares and other assets, if any, from the Equity Escrow Agent, and this Summary assumes that this is the case. If the IRS were to successfully challenge this position, certain of the tax consequences outlined in this Summary would be different in a number of respects. Each U.S. Holder should consult its independent tax advisor regarding the tax treatment of New Worldwide Shares held in the Escrow.
          Gain Or Loss Realized In The Exchange. For U.S. federal income tax purposes, a U.S. Holder should generally realize (but not necessarily recognize; see “Tax-Deferred Recapitalization” below) gain or loss with respect to the exchange of its PIK Loan Unsecured Claim for the PIK Loan Cash Distribution, the New Loans and the New Worldwide Shares in an amount equal to the difference between (a) the amount realized on the Exchange by the U.S. Holder and (b) the U.S. Holder’s adjusted tax basis in its PIK Loan Unsecured Claim exchanged therefor immediately prior to the Exchange.
          The amount realized on the Exchange by a U.S. Holder should equal the sum of (i) the amount of cash received, (ii) the “issue price” (as discussed below; see “Tax Consequences Of Holding The New PIK Loan And The Second Lien OpCo Term Loan Exchange Portion — Issue Price”) of each New Loan, and (iii) the fair market value of the New Worldwide Shares. For this purpose, the determination of the amount realized with respect to the Unreleased Worldwide Shares is unclear in a number of respects and may differ depending on the overall tax treatment of the Exchange. In addition, the effect (if any) of Reallocation Events (as defined below) on the determination of the amount realized on the Exchange by a U.S. Holder, including adjustments in the event of a Return or Determination of Non-Issuance (each as defined below), is unclear.
          A U.S. Holder’s adjusted tax basis in its PIK Loan Unsecured Claim generally will equal the amount paid for such PIK Loan Unsecured Claim, increased by any original issue discount (“OID”) previously included in income or market discount, if any, previously taken into account by such U.S. Holder and reduced by any amortizable bond premium previously amortized and any payments previously made to the U.S. Holder on the PIK Loan Unsecured Claim in respect of such PIK Loan Unsecured Claim.
          Tax-Deferred Recapitalization. A corporation engages in a tax-deferred “recapitalization” if it exchanges outstanding stock and/or securities for newly issued stock and/or securities (each as defined under the relevant Tax Code rules). Thus, the Exchange would constitute a tax-deferred recapitalization in whole or in part if the PIK Loan Unsecured Claim is characterized as a “security” for U.S. federal income tax purposes. A debt instrument constitutes a “security” for these purposes if, based on all the facts and circumstances, the instrument represents a meaningful investment in the issuer of the instrument. Although there are a number of factors that may affect whether a debt instrument is a “security,” one of the most important factors is the term of the instrument. In general, debt instruments with an original term of less than five years are less likely to be treated as “securities,” and debt instruments with an original term of more than ten years are more likely to be treated as “securities.” Whether a debt instrument with an original term of between five and ten years qualifies as a “security” is not entirely clear and depends on the facts and circumstances. In addition, under a revenue ruling issued by the IRS, under certain circumstances the term of a debt instrument received in a reorganization (such as a tax-deferred recapitalization) in exchange for another debt instrument may be considered to include the term of the original debt instrument for purposes of determining whether the newly received debt instrument is a security. Each PIK Loan Unsecured Claim has an original term of five years. The Tranche A Extended PIK Loan has an additional term of less than a year, which, if considered together with the term of each

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PIK Loan Unsecured Claim, would yield a term of five to six years. The Tranche B Extended PIK Loan has an additional term of three to four years, which, if considered together with the term of each PIK Loan Unsecured Claim, would yield a term of eight to nine years. The Second Lien OpCo Term Loan Exchange Portion has a term of one year, which, if considered together with the term of the PIK Loan Unsecured Claim, would yield a term of six years. Therefore, it is not entirely clear whether any of the PIK Loan Unsecured Claims, the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan or the Second Lien OpCo Term Loan Exchange Portion would qualify as a “security.” It appears likely, however, based upon the IRS ruling mentioned above, that if the PIK Loan Unsecured Claim is a “security,” each of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and the Second Lien OpCo Term Loan Exchange Portion also would qualify as a security, and the remainder of the discussion under this heading assumes this to be the case. Due to the inherently factual nature of the determination, however, each U.S. Holder is urged to consult its independent tax advisor regarding the classification of its PIK Loan Unsecured Claim, Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and the Second Lien OpCo Term Loan Exchange Portion as “securities” for U.S. federal income tax purposes and the application of the tax-free recapitalization rules.
          Assuming, as noted above, that the PIK Loan Unsecured Claim qualifies as a security for U.S. federal income tax purposes, and that the New Loans also so qualify, the exchange of the PIK Loan Unsecured Claim for the PIK Loan Cash Distribution and the New Interests pursuant to the Exchange should qualify as a tax-deferred recapitalization. Subject to possible adjustment (as described below), under these circumstances, a U.S. Holder generally should recognize gain (but not loss) pursuant to the Exchange in an amount equal to the lesser of (i) the amount of gain realized in the Exchange (as described in “Gain Or Loss Realized In The Exchange” above) or (ii) the amount of cash received in the Exchange (such recognized gain, the “Initial Boot Gain”). As noted earlier, the tax treatment of the release or issuance of the Unreleased Worldwide Shares is not entirely clear, and the gain that a U.S. Holder should recognize in the Exchange may need to be adjusted upon a Release (as defined below). Subject to the recharacterization of market discount as ordinary income (see “Market Discount” below), any such gain should be capital gain, which would be long-term capital gain if the U.S. Holder held the PIK Loan Unsecured Claim for more than one year as of the date of the Exchange.
          Upon the release or issuance of all or any part of the Unreleased Worldwide Shares to a U.S. Holder (any such release or issuance, a “Release”) more than 6 months after the Exchange, a portion of such released or issued stock and any cash or other property released in connection therewith (such cash or other property, the “Other Escrow Distribution”) should be recharacterized as imputed interest based on the “lowest 3-month” Federal short-term rate (for Releases that occur within 3 years of the date of the Exchange) or the “lowest 3-month” Federal mid-term rate (for Releases that occur after 3 years but within 9 years of the date of the Exchange), compounded semiannually, as of the date of the Exchange (if the Exchange takes place in September 2011, the rates are 0.26% and 1.62%, respectively).
          Pursuant to the Plan, upon a Release that occurs more than 6 months after the Exchange, (i) Travelport will treat as imputed interest, first, all or a portion of the Other Escrow Distribution distributed in the Release (such recharacterized Other Escrow Distribution, the “Imputed Interest Distribution”), and thereafter, to the extent necessary, a portion of the stock of Worldwide distributed in the Release (such recharacterized stock, the “Imputed Interest Shares,” and together with the Imputed Interest Distribution, the “Imputed Interest Property”); and (ii) Travelport will treat any Imputed Interest Shares as separate shares (and not as a portion of each share of Worldwide that is distributed in connection with the Release). There is no authority on point for the foregoing treatment, and there is no assurance that the IRS will not challenge such treatment or, if challenged, that a court will uphold such treatment. If the foregoing treatment is not respected, a U.S. Holder may recognize a larger amount of income upon a Release and may hold stock of Worldwide distributed in the Release with a split basis and holding period, among other consequences. The remainder of this discussion assumes that the treatment described in the first sentence of this paragraph is respected. Each U.S. Holder should consult its independent tax advisor regarding the determination of imputed interest upon a Release and information that may be relevant to its particular situation and circumstances.
          Upon a U.S. Holder’s entitlement to receive any Imputed Interest Property in connection with a Release, the U.S. Holder should be taxed on the fair market value of the Imputed Interest Property distributed in the Release as of the date of the Release as interest income.
          Subject to the last sentence of this paragraph concerning Imputed Interest Shares, a U.S. Holder’s tax basis in its New Interests should equal the tax basis of the PIK Loan Unsecured Claim surrendered in exchange therefor (as described in “Gain Or Loss Realized In The Exchange” above), increased by the amount of any gain recognized and decreased by the amount of cash received in the Exchange (as so adjusted, the “Exchange Basis”);

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the Exchange Basis should be allocated among the classes of New Interests received or receivable by the U.S. Holder, including the Unreleased Worldwide Shares, in proportion to their respective fair market values as of the date of the Exchange; and the U.S. Holder’s holding period for its New Interests should include its holding period for its PIK Loan Unsecured Claim. Although not free from doubt, IRS guidance suggests that the Exchange Basis should be allocated over all Unreleased Worldwide Shares, even though a portion of the Unreleased Worldwide Shares will likely be recharacterized as Imputed Interest Shares (and, as discussed in the following paragraph, Travelport believes that the Exchange Basis should be reallocated upon certain Releases to take into account this recharacterization). A U.S. Holder should hold the Imputed Interest Property (other than cash) distributed in a Release with a basis equal to its fair market value as of the date of the Release and a holding period that begins the day after the date of the Release.
          Upon a Release more than 6 months after the Exchange, the determination that a Post-Effective Date Common Stock Distribution to Holders will not be made (the “Return”) or the determination that the Additional Share Distribution will not be issued (the “Determination of Non-Issuance,” and collectively, a “Reallocation Event”), Travelport believes that a U.S. Holder should reallocate the Exchange Basis, less the basis attributable to any New Interests disposed of since the Exchange (including the basis attributable to the Unreleased Worldwide Shares, the right to receive which was also disposed of since the Exchange (together with the disposed-of New Interests, the “Transferred New Interests”), over the New Interests (excluding (x) any Post-Effective Date Common Stock Distribution subject to a Return and Additional Share Distribution that will not be issued and (y) the Transferred New Interests and (z) any Imputed Interest Shares), in proportion to their respective fair market values. Although there is no authority on point and the matter is not free from doubt, Travelport believes that the fair market values for this purpose should be measured as of the date of the Exchange. A U.S. Holder should not recognize gain or loss upon the Return or the Determination of Non-Issuance.
          In the event that a U.S. Holder receives an Other Escrow Distribution (but only to the extent not treated as an Imputed Interest Distribution), Travelport believes that the U.S. Holder should recognize any gain realized with respect to the Exchange that was not previously recognized (see “Gain Or Loss Realized In The Exchange” above) in an amount not in excess of the fair market value of such Other Escrow Distribution (the “Escrow Boot Gain”). Subject to the recharacterization of market discount as ordinary income (see “Market Discount” below), any such Escrow Boot Gain should be capital gain, which would be long-term capital gain if the U.S. Holder held its PIK Loan Unsecured Claim for more than one year as of the date of the Exchange.
          The tax treatment of the transactions described in the foregoing discussion is extremely complex and uncertain in a number of respects; each U.S. Holder should consult its independent tax advisor regarding the treatment of the Unreleased Worldwide Shares and Reallocation Events.
          Taxable Transaction. If the PIK Loan Unsecured Claim is not properly characterized as a security for purposes of the tax-deferred recapitalization rules, then the Exchange cannot qualify as a tax-deferred recapitalization as described above and will be taxable to a U.S. Holder. Because the terms of the Exchange provide for the possibility of future payments (which, as noted above, should include the Unreleased Worldwide Shares), a U.S. Holder may be eligible to report its gain using the “installment method” or, because there is an argument that the fair market value of the Unreleased Worldwide Shares cannot reasonably be ascertained, possibly the “open transaction” method. If a U.S. Holder opts out of (or is ineligible for) either of these reporting methods, the U.S. Holder would likely recognize the gain or loss that it realizes with respect to the Exchange on the date of the Exchange, taking into account the uncertainties associated with the Reallocation Events (such reporting method, the “installment method” or the “open transaction” method, the “Applicable Method”). The rules regarding the Applicable Methods are extremely complicated; each U.S. Holder should consult its independent tax advisor as to whether any such Applicable Method is available to the U.S. Holder and the result thereof.
          Subject to the treatment of a portion of any gain as ordinary income to the extent of any market discount accrued on the PIK Loan Unsecured Claim (see “Market Discount” below), any gain or loss recognized should be capital gain or loss, which would be long-term capital gain or loss if the U.S. Holder held the PIK Loan Unsecured Claim for more than one year as of the date of the Exchange or, depending on the Applicable Method, with respect to Unreleased Worldwide Shares, as of the date of receipt of the Unreleased Worldwide Shares (as applicable, the “Relevant Date”). The deductibility of capital loss is subject to limitations under the Tax Code.

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          A U.S. Holder generally should have an adjusted tax basis in its Tranche A Extended PIK Loan, Tranche B Extended PIK Loan, and Second Lien OpCo Term Loan Exchange Portion equal to each debt instrument’s issue price (as determined below) and a basis in its New Worldwide Shares equal to their fair market value on the Relevant Date, and generally should commence a new holding period with respect to each applicable class of New Interests the day after the Relevant Date.
          Market Discount. The market discount provisions of the Tax Code may apply to a U.S. Holder of a PIK Loan Unsecured Claim that participates in the Exchange. In general, a PIK Loan Unsecured Claim that was acquired by a U.S. Holder after its original issuance will be treated as acquired with market discount if the PIK Loan Unsecured Claim’s adjusted issue price exceeds the tax basis of the debt instrument in the U.S. Holder’s hands immediately after its acquisition, unless such excess is less than a statutorily defined de minimis amount.
          Under the market discount rules, any gain recognized by an exchanging U.S. Holder with respect to a PIK Loan Unsecured Claim (including Initial Boot Gain and Escrow Boot Gain) that was acquired with market discount generally should be subject to tax as ordinary income to the extent of the market discount that accrued while the PIK Loan Unsecured Claim was held by such U.S. Holder. However, a U.S. Holder who previously has elected to include market discount in income as it accrued for U.S. federal income tax purposes will not be subject to this rule.
          To the extent that the receipt of New Interests in the Exchange is treated as received pursuant to a tax-free recapitalization, any accrued market discount on the PIK Loan Unsecured Claim may carry over to such class of New Interests and be treated as ordinary income on the disposition of such class of New Interests.
          Each U.S. Holder is urged to consult its independent tax advisor regarding the extent to which, if any, it will recognize market discount as ordinary income upon the Exchange and/or that accrued market discount will carry over to the New Interests.
Tax Consequences Of Holding New Worldwide Shares
          Distributions. Any distribution of cash or other property (including the amount of tax withheld from such distributions, if any) (a “Worldwide Share Distribution”) paid on the New Worldwide Shares (other than Unreleased Worldwide Shares not yet released or issued) out of Worldwide’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles, generally will be includible in the gross income of a U.S. Holder as dividend income. Worldwide has not yet determined whether it will determine its earnings and profits on the basis of United States federal income tax principles; U.S. Holders should expect that any Worldwide Share Distribution paid could be reported to them as a “dividend” for United States federal income tax purposes. Dividends received on the New Worldwide Shares will not be eligible for the dividends received deduction allowed to corporations.
          Dividends generally will be treated as income from foreign sources for United States foreign tax credit purposes. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on New Worldwide Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for United States federal income tax purposes in respect of such withholdings but only for a year in which such U.S. Holder elects to do so for all foreign income taxes. The rules with respect to foreign tax credits are complex and U.S. Holders are urged to consult their independent tax advisor regarding the availability of the foreign tax credit under their particular circumstances.
          Disposition Of New Worldwide Shares. When a U.S. Holder sells or otherwise disposes of New Worldwide Shares (which, for purposes of the discussion under this heading, includes rights to receive Unreleased Worldwide Shares) acquired pursuant to the Exchange in a taxable transaction (a “Disposition”), the U.S. Holder generally should recognize gain or loss in an amount equal to the difference between (i) the amount realized on the Disposition and (ii) the U.S. Holder’s adjusted tax basis in the New Worldwide Shares (likely including any basis allocated to the Unreleased Worldwide Shares being sold or otherwise disposed of as discussed above). To the extent that the receipt of New Worldwide Shares in the Exchange was treated as received pursuant to a tax-free recapitalization for a portion of the PIK Loan

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Unsecured Claim, any accrued market discount on the PIK Loan Unsecured Claim that carried over to the New Worldwide Shares, as discussed above, must be treated as ordinary income on the disposition of the New Worldwide Shares. Otherwise, such gain or loss generally should be capital gain or loss, which would be long-term capital gain or loss if the U.S. Holder’s holding period for the New Worldwide Shares was more than one year as of the date of the Disposition. The deductibility of any capital loss is subject to limitations under the Tax Code.
          Each U.S. Holder of New Worldwide Shares is urged to consult its independent tax advisor regarding the tax consequences of the Disposition of New Worldwide Shares.
Tax Consequences Of Holding The New PIK Loan And The Second Lien OpCo Term Loan Exchange Portion
          Issue Price. The determination of the issue price of the New Loans will depend on whether any of the New Loans are publicly traded and, to the extent not, whether the PIK Loan Unsecured Claim is publicly traded. Each of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan, and the Second Lien OpCo Term Loan Exchange Portion will generally be considered to be “publicly traded” if, at any time during the 60-day period ending 30 days after its issue date (which will be the date of the Exchange), (i) it appears on a system of general circulation that provides a reasonable basis to determine the fair market value of such New Loans by disseminating either (x) recent price quotations (including rates, yields, or other pricing information) of one or more identified brokers, dealers or traders or (y) actual prices (including rates, yields, or other pricing information) of recent sales transactions or (ii) price quotations are readily available from dealers, brokers or traders and certain exceptions do not apply. The Company’s financial advisors have informed it that they expect that the New Loans will be publicly traded. Assuming this to be the case, the issue price of each of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan, and the Second Lien OpCo Term Loan Exchange Portion will be the fair market value of each such New Loan on its issue date. The rules regarding the determination of issue price are complex and highly detailed, and each U.S. Holder should consult its independent tax advisor regarding the determination of the issue price of the New PIK Loan and the Second Lien OpCo Term Loan Exchange Portion.
          OID. Subject to “Short-Term Obligations” below, if, as expected, the issue price of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and/or the Second Lien OpCo Term Loan Exchange Portion (as described above under “Issue Price”) is less than such loan’s stated redemption price at maturity by at least a specified de minimis amount, the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and/or the Second Lien OpCo Term Loan Exchange Portion, as applicable, will be treated as issued with OID in an amount equal to the difference between the issue price of such New Loan and its stated redemption price at maturity. For this purpose, the de minimis amount is 0.25% of the stated redemption price at maturity of each New Loan multiplied by the number of complete years to maturity from the issue date of such New Loan. The term “stated redemption price at maturity” generally means all payments required to be made under a New Loan other than payments of qualified stated interest.
          A U.S. Holder of a New Loan that is issued with OID will be required to include the OID in ordinary income as interest for U.S. federal income tax purposes as it accrues in accordance with a constant yield method based upon a compounding of interest before receiving the cash to which that interest income is attributable. The amount of OID allocable to any “accrual period” generally will be an amount equal to the excess, if any, of (i) the product of the “adjusted issue price” of the New Loan at the beginning of such accrual period and its “yield to maturity” (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) over (ii) the aggregate of all payments of qualified stated interest allocable to the accrual period. The accrual period for a New Loan may be of any length and may vary in length over the term of the New Loan, provided that each accrual period cannot exceed one year and each scheduled payment of principal or interest must occur on the first day or the final day of an accrual period. The “yield to maturity” of a New Loan will be the discount rate that causes the present value of all payments on such class of New Interests as of its original issue date to equal the issue price of such class of New Interests. The “adjusted issue price” of a New Loan at the beginning of any accrual period will equal its issue price increased by the accrued OID for each prior accrual period (determined without regard to the amortization of any acquisition premium, as discussed below under “Acquisition Premium Or Amortizable Bond Premium On New Loans”), minus any payments made other than payments of qualified stated interest. Under these rules, a U.S. Holder generally will be required to include in income increasingly greater amounts of OID in successive accrual periods.

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          A U.S. Holder may elect to treat all interest on a New Loan as OID and calculate the amount includible in gross income under the constant yield method. Such an election must be made for the taxable year in which the U.S. Holder acquires the New Loan, and may not be revoked without the consent of the IRS. Each U.S. Holder should consult its independent tax advisor about this election. The remainder of this discussion assumes this election is not made.
          Short-Term Obligations. If the term to maturity of the Tranche A Extended PIK Loan is not greater than one year, a U.S. Holder that uses the cash method of accounting for U.S. federal income tax purposes generally will not be required to accrue OID on the Tranche A Extended PIK Loan that it holds unless it elects to do so. Absent such election, (i) any gain that such U.S. Holder recognizes on the sale, exchange or maturity of the Tranche A Extended PIK Loan will be ordinary income to the extent of the OID, accrued on a straight-line basis (or, upon election, under the constant-yield method (based on daily compounding)), through the date of sale or maturity; and (ii) a portion of the deductions otherwise allowable to such U.S. Holder for interest on borrowings allocable to the Tranche A Extended PIK Loan will be deferred until a corresponding amount of income is realized. U.S. Holders that use the accrual method of accounting for U.S. federal income tax purposes and certain other U.S. Holders will be required to accrue OID currently as described in “OID” above.
          Acquisition Premium Or Amortizable Bond Premium On New Loans. If a U.S. Holder’s initial tax basis in a New Loan is greater than such instrument’s issue price and less than or equal to its stated redemption price at maturity, such New Loan will be considered to have been issued to such U.S. Holder at an “acquisition premium.” Under the acquisition premium rules, the amount of OID that a U.S. Holder must include in gross income with respect to the New Loan for any taxable year may be reduced by the portion of the acquisition premium properly allocable to that year.
          If a U.S. Holder’s initial tax basis in the New Loan is greater than its stated redemption price at maturity, a U.S. Holder will be considered to have acquired such New Loan with “amortizable bond premium” and a U.S. Holder will not be required to include any OID in income. A U.S. Holder generally may elect to amortize the premium over the remaining term of the New PIK Loan or the Second Lien OpCo Term Loan Exchange Portion, as applicable, on a constant yield method as an offset to interest when includible in income under a U.S. Holder’s regular accounting method. An election to amortize premium on a constant yield method will also apply to all other taxable debt instruments held or subsequently acquired by a U.S. Holder on or after the first day of the first taxable year for which the election is made. Such an election may not be revoked without the consent of the IRS. If a U.S. Holder does not elect to amortize the premium, that premium will decrease the gain or increase the loss a U.S. Holder would otherwise recognize on disposition of the New PIK Loan or the Second Lien OpCo Term Loan Exchange Portion, as applicable. U.S. Holders should consult their own tax advisor about this election.
          Sale Or Other Disposition Of The New PIK Loan Or The Second Lien OpCo Term Loan Exchange Portion. When a U.S. Holder sells or otherwise disposes of a New Loan acquired pursuant to the Exchange in a Disposition, the U.S. Holder generally should recognize gain or loss in an amount equal to the difference between (i) the amount realized on the Disposition and (ii) the U.S. Holder’s adjusted tax basis in the New Loan. Disposition will generally include a retirement or redemption of a New Loan. A U.S. Holder’s adjusted tax basis in a New Loan generally will equal the initial tax basis of such New Loan, increased by OID or market discount previously included in income, and decreased by any amortized bond premium and any cash payment previously made on the New Loan other than payments of qualified stated interest. Subject to the treatment of a portion of any gain as ordinary income to the extent of any market discount accrued on the New Loan, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder held the New Loan, for more than one year as of the date of the Disposition. The deductibility of any capital loss is subject to limitations under the Tax Code.
          Each U.S. Holder of a New Loan is urged to consult its independent tax advisor regarding the tax consequences of a Disposition of a New Loan.
U.S. Foreign Tax Credit Considerations Upon A Disposition Of New Interests
          Gain or loss, if any, that a U.S. Holder realizes upon a Disposition of New Interests generally will be treated as income from U.S. sources for United States foreign tax credit limitation purposes. Consequently, a U.S.

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Holder may not be able to use any foreign tax credits arising from any foreign withholding tax imposed on the Disposition of New Interests unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. The rules with respect to foreign tax credits are complex and U.S. Holders are urged to consult their independent tax advisor regarding the availability of the foreign tax credit under their particular circumstances.
Medicare Contribution Tax On Unearned Income
          For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income will generally include dividend and interest payments, accruals of OID and net gains realized from the disposition of the New Interests, unless such dividend or interest income, OID accrual or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. Holders that are individuals, estates or trusts, are urged to consult their tax advisors regarding the applicability of the Medicare contribution tax to their income and gains in respect of their investment in the New Interests.
Backup Withholding And Information Reporting With Respect To U.S. Holders
          Certain payments are generally subject to information reporting to the IRS. Moreover, such reportable payments may be subject to backup withholding unless the taxpayer: (i) comes within certain exempt categories or (ii) provides a correct taxpayer identification number and certifies under penalty of perjury that its taxpayer identification number is correct and that the taxpayer is not subject to backup withholding because of a failure to report all dividend and interest income.
          Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a U.S. Holder’s U.S. federal income tax liability, and such U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS.
          Recently enacted legislation will require, after December 31, 2013, withholding at a rate of 30 percent on interest on and dividends in respect of, and after December 31, 2014, withholding at a rate of 30 percent on gross proceeds from the sale of, the New Interests held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to shares in the institution held by certain United States persons and by certain non-U.S. entities that are wholly or partially owned by United States persons. Accordingly, the entity through which the New Interests are held will affect the determination of whether such withholding is required. Similarly, interest on, dividends in respect of, and gross proceeds from the sale of, the New Interests held by an investor that is a non-financial non-U.S. entity will be subject to withholding at a rate of 30 percent, unless such entity either (i) certifies to Travelport that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which Travelport will in turn provide to the Secretary of the Treasury. U.S. Holders are encouraged to consult their independent tax advisor regarding the possible implications of the legislation to the Exchange.
Certain U.S. Federal Income Tax Consequences Of The Exchange To Non-U.S. Holders
          As noted above, for U.S. federal income tax purposes, Worldwide is expected to be treated as, prior to the Exchange, the issuer of the PIK Loan Unsecured Claims and, in connection with the Exchange, the transferor of the PIK Loan Cash Distribution and the issuer of the New Interests. This is because each of the Company, Travelport Limited, certain indirect subsidiaries of Travelport Limited and Travelport LLC is treated as an entity that is not regarded as separate from (i.e., is treated as a division of) Worldwide. Worldwide is not currently engaged, directly or indirectly through its subsidiaries that are not treated as corporations for U.S. federal income tax purposes, in a trade or business within the United States, and the discussion that follows assumes that

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Travelport LLC will continue to be a division of Worldwide for U.S. federal income tax purposes and that Worldwide will not at any time be engaged, directly or indirectly through its subsidiaries that are not treated as corporations for U.S. federal income tax purposes, in a trade or business within the United States. A Non-U.S. Holder will not be subject to U.S. federal income tax as a result of the Exchange or on any interest paid or OID accrued on the New Loans, distributions of cash or other property on the New Worldwide Shares or gain realized as a result of a disposition of a New Interest.
X. CONFIRMATION AND SANCTION OF THE PLAN
A. Feasibility Of The Plan
          The Bankruptcy Code requires that the Bankruptcy Court determine that confirmation of a plan is not likely to be followed by liquidation or the need for further financial reorganization of a debtor. For purposes of showing that the Plan meets this “feasibility” standard, the Debtor has analyzed the ability of the Reorganized Debtor to meet its obligations under the Plan and retain sufficient liquidity and capital resources to continue as a going concern.
          To support its belief in the feasibility of the Plan, the Debtor has relied upon the Financial Projections set forth as Appendix C. The Financial Projections show that the Reorganized Debtor should have sufficient Cash to make payments required under the Plan. Accordingly, the Debtor believes the Plan is feasible and meets the requirements of section 1129(a)(11) of the Bankruptcy Code.
THE FINANCIAL PROJECTIONS ARE BY THEIR NATURE FORWARD LOOKING, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE INFORMATION SET FORTH THEREIN. THE COMPANY DOES NOT, AS A MATTER OF COURSE, PUBLICLY DISCLOSE PROJECTIONS AS TO THE COMPANY’S FUTURE REVENUES, EARNINGS OR CASH FLOWS. THE PROJECTIONS SET FORTH HEREIN WERE PREPARED BY THE COMPANY AND ARE THE COMPANY’S RESPONSIBILITY AND WERE NOT PREPARED TO CONFORM WITH PUBLISHED GUIDELINES OF THE SEC, ANY STATE SECURITIES COMMISSION OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PREPARATION AND PRESENTATION OF PROSPECTIVE FINANCIAL INFORMATION. THE PROJECTIONS ARE PREPARED TO CONFORM WITH REQUIREMENTS FOR SUCH INFORMATION IN BANKRUPTCY PROCEEDINGS. IN THE VIEW OF THE COMPANY’S MANAGEMENT, THE PROJECTIONS WERE PREPARED ON A REASONABLE BASIS, REFLECT THE BEST CURRENTLY AVAILABLE ESTIMATES AND JUDGMENTS, AND PRESENT, TO THE BEST OF MANAGEMENT’S KNOWLEDGE AND BELIEF, THE EXPECTED COURSE OF ACTION AND THE EXPECTED FUTURE FINANCIAL PERFORMANCE OF THE COMPANY. HOWEVER, THIS INFORMATION IS NOT FACT AND SHOULD NOT BE RELIED UPON AS BEING NECESSARILY INDICATIVE OF FUTURE RESULTS, AND READERS OF THIS DISCLOSURE STATEMENT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE PROSPECTIVE FINANCIAL INFORMATION.
NO INDEPENDENT ACCOUNTANT HAS COMPILED, EXAMINED OR PERFORMED ANY PROCEDURES WITH RESPECT TO THE PROJECTIONS, EXPRESSED ANY OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT THERETO OR THEIR ACHIEVABILITY, OR ASSUMED ANY RESPONSIBILITY FOR THE PROJECTIONS.
THE PROJECTIONS REFLECT NUMEROUS ASSUMPTIONS, ALL MADE BY MANAGEMENT OF THE DEBTOR, WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL BUSINESS, ECONOMIC, MARKET AND FINANCIAL CONDITIONS AND OTHER MATTERS, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND THE DEBTOR’S CONTROL. THERE CAN BE NO ASSURANCE THAT THE ASSUMPTIONS MADE IN PREPARING THE PROJECTIONS SET FORTH BELOW WILL PROVE ACCURATE, AND ACTUAL RESULTS MAY BE MATERIALLY GREATER OR LESS IN MANY RESPECTS THAN THOSE CONTAINED IN THE PROJECTIONS SET FORTH BELOW.

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THE INCLUSION OF THE PROJECTIONS IN THIS DISCLOSURE STATEMENT SHOULD NOT BE REGARDED AS AN INDICATION THAT THE DEBTOR, OR ANY OF ITS REPRESENTATIVES OR ADVISORS OR OFFICERS AND DIRECTORS, CONSIDER SUCH INFORMATION TO BE AN ACCURATE PREDICTION OF FUTURE EVENTS OR NECESSARILY ACHIEVABLE. IN LIGHT OF THE UNCERTAINTIES INHERENT IN FORWARD LOOKING INFORMATION OF ANY KIND, THE COMPANY CAUTIONS AGAINST RELIANCE ON SUCH INFORMATION. THE COMPANY DOES NOT INTEND TO UPDATE OR REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN PREPARED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EXCEPT TO THE EXTENT REQUIRED BY LAW. SEE SECTION VI – “RISK FACTORS TO BE CONSIDERED” HEREIN.
          Holders of Claims against and Interests in the Debtor are advised that the Financial Projections were not prepared with a view toward compliance with the published guidelines of the American Institute of Certified Public Accountants or any other regulatory or professional agency or body or generally accepted accounting principles. Furthermore, the Debtor’s independent certified public accountants have not compiled or examined the Financial Projections and accordingly do not express any opinion or any other form of assurance with respect thereto and assume no responsibility for the Financial Projections.
          In addition to the assumptions contained in the Financial Projections themselves, the Financial Projections also assume that (i) the Plan would be confirmed and consummated in accordance with its terms, (ii) there would be no material change in legislation or regulations, or the administration thereof, that will have an unexpected effect on the operations of the Reorganized Debtor, and (iii) there would be no material contingent or unliquidated litigation or indemnity claims applicable to the Reorganized Debtor. Although considered reasonable by the Debtor as of the date hereof, unanticipated events and circumstances occurring after the preparation of the Financial Projections may affect actual recoveries under the Plan.
          The Debtor does not intend to update or otherwise revise the Financial Projections, including any revisions to reflect events or circumstances existing or arising after the date of this Disclosure Statement or to reflect the occurrence of unanticipated events, even if any or all of the underlying assumptions do not come to fruition. Furthermore, the Debtor does not intend to update or revise the Financial Projections to reflect changes in general economic or industry conditions.
B. Acceptance Of The Plan
          As a condition to Confirmation, the Bankruptcy Code requires that any Class of Impaired Claims and Interests vote to accept the Plan, except under certain circumstances.
          Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of claims in that class, but for that purpose only those who actually vote to accept or reject the plan are counted. Thus, Class 2 will have voted to accept the Plan only if at least two-thirds (2/3) in amount and a majority in number actually voting cast their Ballots in favor of acceptance. Under section 1126(d) of the Bankruptcy Code, a class of interests has accepted the plan if holders of such interests holding at least-two thirds (2/3) in amount actually voting have voted to accept the plan. Thus, Class 5 will have voted to accept the Plan only if the sole member of the Class casts its Ballot in favor of acceptance.
          Holders of claims or interests who fail to vote are not counted as either accepting or rejecting a plan.

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C. Best Interests Test
          With respect to each Impaired Class of Claims and Interests, Confirmation of the Plan requires that each Holder of a Claim or Interest either (i) accept the Plan or (ii) receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the value such Holder would receive or retain if the Debtor was liquidated under chapter 7 of the Bankruptcy Code. The foregoing confirmation requirement imposed by section 1129(a)(7) of the Bankruptcy Code is known as the “best interest of creditors” test. To calculate the probable distribution to Holders of each Impaired Class of Claims and Interests if the Debtor was liquidated under chapter 7, a bankruptcy court must first determine the aggregate dollar amount that would be generated from the Debtor’s assets if its Chapter 11 Case was converted to a chapter 7 case under the Bankruptcy Code. This “liquidation value” would consist primarily of the proceeds from a forced sale of the Debtor’s assets by a chapter 7 trustee.
          The amount of liquidation value available to creditors and equity holders would be reduced by the costs and expenses of liquidation, as well as by other administrative expenses and costs of both the chapter 7 case and the Chapter 11 Case. Costs of liquidation under chapter 7 of the Bankruptcy Code would include the compensation of a trustee, as well as of counsel and other professionals retained by the trustee, asset disposition expenses, all unpaid expenses incurred by the Debtor in its Chapter 11 Case (such as compensation of attorneys, financial advisors and accountants) that are allowed in the chapter 7 case, litigation costs, and claims arising from the business of the Debtor during the pendency of the Chapter 11 Case. The liquidation itself would trigger certain priority Claims that otherwise would be due in the ordinary course of business. Those priority Claims would be paid in full from the liquidation proceeds before the balance would be made available to pay unsecured Claims or to make any distribution in respect of Interests. The liquidation would also prompt the rejection of Executory Contracts and Unexpired Leases and thereby create a higher number of unsecured creditors.
          The Debtor believes that the Plan meets the “best interests of creditors” test of section 1129(a)(7) of the Bankruptcy Code and that the members of each Impaired Class would receive greater value under the Plan than they would in a liquidation. A copy of the detailed Liquidation Analysis is attached hereto as Appendix D. Although the Debtor believes that the Plan meets the “best interests test” of section 1129(a)(7) of the Bankruptcy Code, there can be no assurance that the Bankruptcy Court will determine that the Plan meets this test. THE ESTIMATES OF VALUE SET FORTH HEREIN ARE SUBJECT TO A NUMBER OF ASSUMPTIONS AND SIGNIFICANT QUALIFYING CONDITIONS. ACTUAL VALUES AND RECOVERIES COULD VARY MATERIALLY FROM THE ESTIMATES SET FORTH HEREIN. See Section X.D – Valuation Analysis.
D. Valuation Analysis
          THIS VALUATION ANALYSIS IS PRESENTED SOLELY FOR THE PURPOSE OF PROVIDING “ADEQUATE INFORMATION” UNDER SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS AND INTERESTS ENTITLED TO VOTE ON THE PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE OF SECURITIES OF, OR CLAIMS OR EQUITY INTERESTS IN, THE DEBTOR OR ANY OF ITS AFFILIATES.
          1. Overview
          The Company has been advised by Blackstone Advisory Partners L.P. (“Blackstone Advisory”) with respect to the valuation of Travelport Holdings Limited in connection with the Plan. Blackstone Advisory has prepared a valuation analysis (the “Valuation”) of Travelport Holdings Limited for the purpose of estimating value available for distribution to Holders of Allowed Claims and Interests (together, the “Creditors”) pursuant to the Plan and to analyze the relative recoveries to Creditors thereunder. The Valuation has also been undertaken for the

73


 

purpose of evaluating whether the Plan meets the so-called “best interests test” under section 1129(a)(7) of the Bankruptcy Code.
          This Valuation should be read in conjunction with the Plan and the Disclosure Statement.
          Based on the Financial Projections, which are attached to the Disclosure Statement as Appendix C, the enterprise value (the “Enterprise Value”) of Travelport Holdings Limited is estimated to range from approximately $3.9 billion to $4.5 billion. This valuation range assumes an Effective Date of September 30, 2011 and reflects the going concern value of Travelport Holdings Limited after giving effect to the implementation of the PIK Loan Restructuring.
          The Valuation incorporates numerous qualifications and contingencies, including but not limited to: (i) the ability of Travelport Holdings Limited to achieve all aspects of the Financial Projections, (ii) the state of the capital and credit markets as of the Effective Date; (iii) the ability of Travelport to maintain its current tax structure and (iv) no material adverse change to the industry or in the operations of Travelport due to economic slowdowns or competitive pressures, as well as other unexpected events not forecasted by the Company.
          In preparing this Valuation, Blackstone Advisory (i) reviewed certain internal financial and operating data of Travelport, including projections provided by management relating to Travelport’s businesses and prospects; (ii) met with members of senior management of the Company to discuss Travelport’s operations, capital structure considerations, and future prospects; (iii) reviewed publicly available financial data and considered the market value of public companies that Blackstone Advisory deemed generally comparable to the operating businesses of Travelport; (iv) reviewed publicly available financial data and data provided by the Company on acquisitions of companies that Blackstone Advisory deemed generally comparable to the operating businesses of Travelport; (v) considered certain economic and industry information relevant to Travelport’s operating businesses; and (vi) conducted such other studies, analyses, inquiries and investigations as Blackstone Advisory deemed appropriate.
          2. Valuation Methodology
          The following is a brief summary of the financial analyses performed by Blackstone Advisory to arrive at the Valuation. Blackstone Advisory primarily relied on two valuation methodologies: comparable public company analysis and discounted cash flow analysis. Blackstone Advisory’s estimated valuation must be considered as a whole and selecting just one methodology or portions of the analysis, without considering the analysis as a whole, could create a misleading or incomplete conclusion.
               (a) Comparable Public Company Analysis
          A comparable public company analysis was prepared in order to assess the value of Travelport’s operating businesses. The comparable public company analysis examines the value of comparable companies as a multiple of their key operating statistics and then applies a range of multiples to 2011 Adjusted EBITDA and 2012 Adjusted EBITDA of Travelport Holdings Limited, with additional adjustments made for the loss of the United Airlines IT services contract, expected restructuring costs and certain tax characteristics.
          A key factor to the comparable public company analysis is the selection of companies with relatively similar business and operational characteristics to Travelport. Criteria for selecting comparable companies include, among other relevant characteristics, lines of business, methods of product and service

74


 

distribution, key business drivers, business risks, growth prospects, market presence, size and scale of operations. The selection of truly comparable companies is often difficult and subject to interpretation.
          In performing the comparable public company analysis, the publicly traded companies deemed generally comparable to one or more of the companies’ operating segments include: Travelport’s most similar public competitor Amadeus IT Holding SA, a wide range of business process outsourcing companies and a set of online travel agencies. Blackstone Advisory deemed multiples of 2011 Adjusted EBITDA and 2012 Adjusted EBITDA most relevant for analyzing the peer group and more heavily weighted Amadeus’s valuation multiples, as its businesses and industry dynamics most closely resembled those of Travelport.
               (b) Comparable Transaction Analysis
          The comparable transaction analysis examines the purchase price in comparable acquisitions as a multiple of their key operating statistics and then applies a range of multiples to LTM, 2011 Adjusted EBITDA and 2012 Adjusted EBITDA of Travelport Holdings Limited, with additional adjustments made for the loss of the United Airlines IT services contract, expected restructuring costs and certain tax characteristics.
          The same factors were used in selecting comparable acquisitions as in the comparable public company analysis. Again, the selection of truly comparable companies is often difficult and subject to interpretation. In addition, specific aspects relating to each particular transaction, such as the seller’s goals and financial position, the acquiror’s plan for the business and the negotiating dynamic at the time of the transaction, could impact the relevance of the valuation multiple to the Debtor’s valuation.
          In performing the comparable transaction analysis, transactions deemed generally comparable to one or more of Travelport’s operating segments include: Silverlake and TPG Capital’s acquisition of Sabre Holdings Corporation, Travelport Limited’s acquisition of Worldspan Technologies Inc. and Blackstone and Technology Crossover Ventures’ acquisition of Travelport Limited.
               (c) Discounted Cash Flow Analysis
          The discounted cash flow analysis relates the value of an asset or business to the present value of expected future cash flows generated by that asset or business. The discounted cash flow analysis discounts the expected future cash flows by a theoretical or observed discount rate, in this case determined by estimating the cost of equity for the subject company based upon analysis of similar publicly traded companies and a cost of debt based on the yield of Travelport’s debt obligations. This approach has two components: (i) calculating the present value of the projected un-levered after-tax free cash flows for a determined period and (ii) adding the present value of the terminal value of cash flows. The terminal value represents the portion of enterprise value that lies beyond the time horizon of the available projections. There are two methodologies to determine the terminal value: (i) assuming a perpetuity growth rate for the cash flows beyond the projection period or (ii) applying a terminal EBITDA multiple to the final period EBITDA.
          In performing the discounted cash flow analysis, Blackstone Advisory made assumptions for (i) the weighted average cost of capital (the “Discount Rate”), which is used to calculate the present value of future cash flows; (ii) the perpetuity growth rate, which is used to determine the terminal value of the Company; and (iii) the terminal EBITDA multiple, which can also be used to determine the terminal value of the Company. Blackstone Advisory used a range of Discount Rates from 12% to 14% for Travelport Holdings Limited, which reflects a number of company and market-specific factors, and is calculated based on the cost of capital for companies that Blackstone Advisory deemed comparable.

75


 

          For the purposes of the Valuation, Blackstone Advisory assumed no potential benefits from the use of net operating losses and the geographic distribution of the Company’s earnings in calculating the un-levered after-tax free cash flows of Travelport Holdings Limited, but assumed that Travelport Holdings Limited will pay cash taxes at a rate of 35% on pre-tax operating profits. The additional value derived from Travelport’s actual and projected tax position was subsequently added to the valuation.
          3. Recoveries
          Based on the Valuation range of $3.9 billion to $4.5 billion, there is equity value in the Company and the Holders of Allowed PIK Loan Unsecured Claims are repaid in full.
          The projected recoveries are substantially based on the assumptions in the business plans underlying the Financial Projections. The actual recoveries may be different than projected recoveries based upon, among other things: (i) the market price of shares of Travelport Worldwide Limited and (ii) the dilutive or accretive effects of issuance of shares of Travelport Worldwide Limited by Travelport Worldwide Limited from time to time. There is currently no public market for the securities to be issued under the PIK Loan Restructuring, and an active trading market may not develop for such securities. The failure of a market to develop for the securities could affect the liquidity and value of such securities, which could ultimately affect the total recovery for parties receiving such securities.
          Beyond the results demonstrated by the valuation that was prepared, it is clear that the best interests test is met simply based on the structure of the reorganization. In return for their holding company unsecured obligations, the Holders of Allowed PIK Loan Unsecured Claims are receiving the same principal amount of debt, only with approximately 60% of the debt improved to a secured position at the operating company, guaranteed by a subsidiary whose sole asset is secured debt from the operating company or repaid with cash, and the addition of an equity stake in the Company’s parent. It would take a highly unique and specific set of circumstances for the Holders of these Claims to receive less value from the PIK Loan Restructuring than from a liquidation.
XI. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
          The Debtor believes that the Plan enables creditors and equity holders to realize the greatest possible value under the circumstances and that the Plan has the greatest chance to be confirmed and consummated. If the requisite acceptances are not received or if the Plan is not confirmed, the Debtor could attempt to formulate and propose a different plan or plans of reorganization. Such a plan or plans might involve either a reorganization and continuation of the Debtor’s business or an orderly liquidation of the Debtor’s assets.
          Further, although the Debtor could theoretically solicit votes with respect to an alternative plan if the requisite acceptances are not received, or the Plan is not confirmed and consummated, a possible result would be the conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code. As set forth above, in a chapter 7 liquidation, a trustee is elected or appointed to liquidate the debtor’s assets for distribution to creditors in accordance with the priorities established by the Bankruptcy Code. This, in turn, would result in additional legal and other expenses. It is impossible to predict precisely how the proceeds of a chapter 7 liquidation would be distributed to the Holders of Claims against or Interests in the Debtor. The Debtor believes that in a liquidation, before creditors and equity holders received any distribution, additional administrative expenses involved in the appointment of a trustee or trustees and attorneys, accountants, and other professionals to assist such trustee(s) would cause a substantial diminution in the value of the Estate of the Debtor. Additionally, the Debtor believes that conversion from chapter 11 to chapter 7 of the Bankruptcy Code would result in (i) significant delay in distributions to all creditors who would have received a distribution under the Plan and (ii) diminished recoveries for Holders of

76


 

Impaired Claims and Interests under the Plan. Accordingly, the Debtor believes the Plan is the best option for Holders of Claims and Interests because of the greater return that is anticipated to be provided by the Plan.
XII. THE SOLICITATION
A. Parties-In-Interest Entitled To Vote
          Under section 1124 of the Bankruptcy Code, a class of claims or interests is deemed to be “impaired” under a plan unless (i) the plan leaves unaltered the legal, equitable, and contractual rights to which such claim or interest entitles the holder thereof or (ii) notwithstanding any legal right to an accelerated payment of such claim or interest, the plan cures all existing defaults (other than the defaults set forth in section 365(b)(2) of the Bankruptcy Code) and reinstates the maturity of such claim or interest as it existed before the default.
          In general, a holder of a claim or interest may vote to accept or reject a plan if (i) the claim or interest is “allowed,” which means generally that no party-in-interest has objected to such claim or interest and (ii) the claim or interest is impaired by the plan. If, however, the holder of an impaired claim or interest will not receive or retain any distribution under the plan on account of such claim or interest, the Bankruptcy Code deems such holder to have rejected the plan, and, accordingly, holders of such claims and interests do not actually vote on the plan. If a claim or interest is not impaired by the plan, the Bankruptcy Code deems the holder of such claim or interest to have accepted the plan and, accordingly, holders of such claims and interests are not entitled to vote on the plan.
B. Classes Impaired Under The Plan
          Classes 2 and 5 are entitled to vote to accept or reject the Plan. By operation of law, each Unimpaired Class of Claims (Classes 1, 3 and 4) is deemed to have accepted the Plan and, therefore, is not entitled to vote to accept or reject the Plan.
C. Revocation; Waivers Of Defects; Irregularities
          Unless otherwise directed by the Bankruptcy Court (i) all questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation, or withdrawal of Ballots will be determined by the Voting Agent and the Debtor in their sole discretion, which determination will be final and binding and (ii) if multiple Ballots are received from the same Holder with respect to the same Allowed Claim or Interest prior to the Voting Deadline, the last Ballot timely received will be deemed to reflect that voter’s intent and will supersede and revoke any prior Ballot. Holders must vote all of their Allowed Impaired Claims or Interests within a particular Class either to accept or reject the Plan and may not split their vote. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. The Debtor also reserves the right to reject any and all Ballots not in proper form, the acceptance of which would, in the opinion of the Debtor or its counsel, be unlawful. The Debtor further reserves the right to waive any defects or irregularities or conditions of delivery as to any particular Ballot. The interpretation (including the Ballot and the respective instructions thereto) by the Debtor, unless otherwise directed by the Bankruptcy Court, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with deliveries of Ballots must be cured within such time as the Debtor (or the Bankruptcy Court) determines. Neither the Debtor nor any other person will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Bankruptcy Court, delivery of such Ballots

77


 

will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not theretofore been cured or waived) will be invalidated.
D. Further Information; Additional Copies
          If you have any questions or require further information about the voting procedure for voting your Claim or Interest or about the packet of material you received, or if you wish to obtain an additional copy of the Plan, this Disclosure Statement, or any exhibits, appendices or schedules to such documents, please contact the Voting Agent:
Travelport Holdings Limited
c/o AlixPartners, LLP
2101 Cedar Springs Road, Suite 1100
Dallas, TX 75201
Attn: John Franks
1-888-369-6608
XIII. CONCLUSION AND RECOMMENDATION
          The Company believes that confirmation and implementation of the Plan is preferable to any of the alternatives described above because it will result in the greatest recoveries to the Holders of Claims and Interests. Other alternatives would involve significant delay, uncertainty, substantial additional administrative costs, and/or a lower recovery to the Holders of Impaired Claims and Interests.
          Consequently, the Company urges all Holders of Impaired Claims and Interests under the Plan to vote to accept the Plan and to evidence their acceptance by duly completing and returning their Ballots so that they will be actually received on or before the 5:00 p.m., Prevailing Eastern Time, on September 27, 2011 by the Voting Agent.

78


 

Dated:   Rye, New York
September 21, 2011
                 
    TRAVELPORT HOLDINGS LIMITED    
 
               
    By:   /s/ Philip Emery    
             
 
      Name:   Philip Emery    
 
      Title:   Executive Vice President and Chief Financial Officer    
 
               
    Jay M. Goffman    
    J. Eric Ivester    
    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP    
    Four Times Square    
    New York, New York 10036-6522    
    (212) 735-3000    
    Email: Jay.Goffman@skadden.com    
    Email: Eric.Ivester@skadden.com    

79


 

APPENDIX A
TO
DISCLOSURE STATEMENT
OF TRAVELPORT HOLDINGS LIMITED
PREPACKAGED PLAN OF REORGANIZATION
OF TRAVELPORT HOLDINGS LIMITED


 

SKADDEN, ARPS, SLATE, MEAGHER
   & FLOM LLP
Jay M. Goffman
J. Eric Ivester
Four Times Square
New York, New York 10036
(212) 735-3000
Proposed Counsel for Debtor and
   Debtor-in-Possession
         
UNITED STATES BANKRUPTCY COURT
       
SOUTHERN DISTRICT OF NEW YORK
       
— — — — — — — — — — — — — — — — —
  x    
 
  :    
In re:
  :   Chapter 11
 
  :    
TRAVELPORT HOLDINGS LIMITED,
  :   Case No.
 
  :    
Debtor.
  :    
 
  :    
 
  :    
 
  :    
 
  :    
 
  :    
— — — — — — — — — — — — — — — — —
  x    
PREPACKAGED PLAN OF REORGANIZATION OF
TRAVELPORT HOLDINGS LIMITED
Dated:   Rye, New York
September 21, 2011

 


 

TABLE OF CONTENTS
         
      Page  
INTRODUCTION
    1  
 
       
ARTICLE I
       
 
       
DEFINED TERMS AND RULES OF INTERPRETATION
       
 
       
1.1 Additional Shares
    1  
1.2 Additional Share Distribution
    1  
1.3 Administrative Claim
    1  
1.4 Allowed
    2  
1.5 “Allowed ... Claim”
    2  
1.6 “Allowed . . . Interest”
    2  
1.7 Amended and Restated PIK Loan Credit Agreement
    2  
1.8 Amendment Agreement
    2  
1.9 Avoidance Action
    2  
1.10 Bankruptcy Code
    2  
1.11 Bankruptcy Court
    2  
1.12 Bankruptcy Rules
    2  
1.13 Blackstone
    2  
1.14 BMA
    3  
1.15 BMA Approval
    3  
1.16 Business Day
    3  
1.17 Cash
    3  
1.18 Chapter 11 Case
    3  
1.19 Claim
    3  
1.20 Claims Objection Deadline
    3  
1.21 Class
    3  
1.22 Common Stock Issuance
    3  
1.23 Conditions
    3  
1.24 Confirmation
    3  
1.25 Confirmation Date
    3  
1.26 Confirmation Hearing
    3  
1.27 Confirmation Order
    3  
1.28 Consenting Lenders
    3  
1.29 Creditors’ Committee
    4  
1.30 D&O Insurance
    4  
1.31 Debtor
    4  
1.32 Disbursing Agent
    4  
1.33 Disclosure Statement
    4  
1.34 Disputed Claim
    4  
1.35 “Disputed ... Claim”
    4  

i


 

         
      Page  
1.36 Effective Date
    4  
1.37 Effective Date Common Stock Distribution
    4  
1.38 Effective Date Common Stock Escrow Distribution
    4  
1.39 Equity Escrow Agent
    5  
1.40 Equity Escrow Agreement
    5  
1.41 Equity Interest
    5  
1.42 Estate
    5  
1.43 Executory Contract or Unexpired Lease
    5  
1.44 Exhibit
    5  
1.45 Final Order
    5  
1.46 General Unsecured Claim
    5  
1.47 Holdback Amount
    5  
1.48 Holdback Escrow Account
    6  
1.49 Holder
    6  
1.50 Impaired
    6  
1.51 Indemnification Rights
    6  
1.52 Indemnitee
    6  
1.53 Initial Consenting Lenders
    6  
1.54 Intercompany Claim
    6  
1.55 Interest
    6  
1.56 IRC
    6  
1.57 Lien
    6  
1.58 Liquidity Event
    7  
1.59 Majority Shareholder
    7  
1.60 Management Incentive Plan
    7  
1.61 Mutual Release
    7  
1.62 New Boards
    7  
1.63 New Intercompany Note
    7  
1.64 New Sub
    7  
1.65 New Sub Escrow Agent
    7  
1.66 New Sub Guarantee
    7  
1.67 New Sub Investment
    8  
1.68 New Sub Pledge
    8  
1.69 Non-Tax Priority Claim
    8  
1.70 OpCo
    8  
1.71 OpCo Credit Facility
    8  
1.72 OpCo Credit Facility Amendment
    8  
1.73 Outstanding PIK Loan Balance
    8  
1.74 Person
    8  
1.75 Petition Date
    8  
1.76 PIK Loan
    8  
1.77 PIK Loan Cash Distribution
    8  
1.78 PIK Loan Credit Agreement
    9  
1.79 PIK Loan Restructuring
    9  
1.80 PIK Loan Restructuring Documents
    9  
1.81 PIK Loan Unsecured Claim
    9  

ii


 

         
      Page  
1.82 Plan
    9  
1.83 Plan Supplement
    9  
1.84 Post-Effective Date Common Stock Distribution
    9  
1.85 Post-Effective Date Common Stock Distribution Schedule
    9  
1.86 Priority Tax Claim
    10  
1.87 Pro Rata
    10  
1.88 Professional
    10  
1.89 Professional Fee Claim
    10  
1.90 Registration Rights Agreement
    10  
1.91 Released Party
    10  
1.92 Reorganized Debtor
    10  
1.93 Requisite Consenting Lenders
    11  
1.94 Restructuring Support Agreement
    11  
1.95 Retained Actions
    11  
1.96 Schedules
    11  
1.97 SEC
    11  
1.98 Second Lien OpCo Term Loan
    11  
1.99 Second Lien OpCo Term Loan Credit Agreement
    11  
1.100 Second Lien OpCo Term Loan Exchange Portion
    12  
1.101 Second Lien OpCo Term Loan Guarantee
    12  
1.102 Shareholder Party
    12  
1.103 Shareholders’ Agreement
    12  
1.104 Subject IPO
    12  
1.105 Subject Transaction
    12  
1.106 Tranche A Extended PIK Loan
    12  
1.107 Tranche B Extended PIK Loan
    12  
1.108 Travelport NewCo
    12  
1.109 Unclassified Claims
    12  
1.110 Unimpaired
    12  
1.111 Worldwide
    12  
         
ARTICLE II
       
 
       
TREATMENT OF UNCLASSIFIED CLAIMS
       
 
       
2.1 Administrative Claims
    13  
2.2 Priority Tax Claims
    14  
 
       
ARTICLE III
       
 
       
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
       
 
       
3.1 Introduction
    14  
3.2 Summary Of Classes
    15  
3.3 Treatment Of Classes
    15  
3.4 Alternative Treatment
    18  
3.5 Special Provision Regarding Unimpaired Claims
    18  

iii


 

         
3.6 Procedures For Resolving Disputed, Contingent, And Unliquidated Claims
    18  
 
       
ARTICLE IV
       
 
       
ACCEPTANCE OR REJECTION OF THIS PLAN
       
 
       
4.1 Classes Entitled To Vote
    19  
4.2 Acceptance By Impaired Classes
    19  
4.3 Elimination Of Classes
    19  
 
       
ARTICLE V
       
 
       
MEANS FOR IMPLEMENTATION OF THIS PLAN
       
 
       
5.1 Continued Legal Existence
    19  
5.2 New Boards Of Directors
    19  
5.3 PIK Loan Restructuring
    20  
5.4 Reinstatement Of Equity Interests And The Common Stock Issuance
    22  
5.5 Equity Escrow Distribution
    22  
5.6 Liquidity Event
    22  
5.7 Section 1145 And Other Exemptions
    23  
5.8 Additional Share Distribution
    23  
5.9 Treatment Of The Second Lien OpCo Term Loan, The Tranche A Extended PIK Loan And The Tranche B Extended PIK Loan
    24  
5.10 Treatment Of The Post-Effective Date Common Stock Distribution And The Additional Share Distribution
    24  
5.11 Management Incentive Plan
    25  
5.12 Corporate Action
    25  
5.13 Preservation Of Certain Causes Of Action
    25  
5.14 Effectuating Documents; Further Transactions
    25  
5.15 Exemption From Certain Transfer Taxes And Recording Fees
    26  
5.16 Further Authorization
    26  
5.17 Dissolution Of Creditors’ Committee
    26  
 
       
ARTICLE VI
       
 
       
PROVISIONS GOVERNING DISTRIBUTIONS
       
 
       
6.1 Allowed Claims And Interests
    26  
6.2 Distributions For Claims Allowed As Of The Effective Date
    27  
6.3 Payments And Distributions On Disputed Claims
    27  
6.4 Special Rules For Distributions To Holders Of Disputed Claims
    27  
6.5 Interest And Penalties On Claims
    27  

iv


 

         
6.6 Delivery Of Distributions And Undeliverable Or Unclaimed Distributions
    27  
6.7 Withholding And Reporting Requirements
    28  
6.8 Setoffs
    29  
 
       
ARTICLE VII
       
 
       
TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES
       
 
       
7.1 Assumption Of Executory Contracts And Unexpired Leases
    29  
 
       
ARTICLE VIII
       
 
       
CONFIRMATION AND CONSUMMATION OF THE PLAN
       
 
       
8.1 Conditions To Confirmation
    29  
8.2 Conditions To Effective Date
    30  
8.3 Waiver Of Conditions
    31  
 
       
ARTICLE IX
       
 
       
EFFECT OF PLAN CONFIRMATION
       
 
       
9.1 Binding Effect
    32  
9.2 Revesting Of Assets
    32  
9.3 Releases And Related Matters
    32  
9.4 Discharge Of The Debtor
    33  
9.5 Compromises And Settlements
    34  
9.6 Injunction
    34  
9.7 Exculpation And Limitation Of Liability
    35  
9.8 Indemnification Obligations
    36  
9.9 Term Of Bankruptcy Injunction Or Stays
    36  
9.10 Entire Agreement
    37  
 
       
ARTICLE X
       
 
       
RETENTION OF JURISDICTION
       
 
       
10.1 Retention Of Jurisdiction
    37  
10.2 Failure Of Bankruptcy Court To Exercise Jurisdiction
    39  

v


 

         
ARTICLE XI
       
 
       
ALLOWANCE AND PAYMENT OF
CERTAIN ADMINISTRATIVE CLAIMS
       
 
       
11.1 Professional Fee Claims
    39  
11.2 Other Administrative Claims
    40  
 
       
ARTICLE XII
       
 
       
MISCELLANEOUS PROVISIONS
       
 
       
12.1 Effectuating Documents And Further Transactions
    40  
12.2 Reservation Of Rights
    41  
12.3 Corporate Action
    41  
12.4 Payment Of Statutory Fees
    41  
12.5 Amendment Or Modification Of This Plan
    41  
12.6 Severability Of Plan Provisions
    41  
12.7 Successors And Assigns
    42  
12.8 Revocation, Withdrawal, Or Non-Consummation
    42  
12.9 Notice
    42  
12.10 Governing Law
    43  
12.11 Tax Reporting And Compliance
    43  
12.12 Exhibits
    43  
12.13 Filing Of Additional Documents
    43  
12.14 Conflicts
    43  
12.15 Waiver Or Estoppel
    43  

vi


 

EXHIBIT
     
EXHIBIT A
  AMENDMENT AGREEMENT
 
   
EXHIBIT B
  RESTRUCTURING SUPPORT AGREEMENT
 
   
EXHIBIT C
  SECOND LIEN OPCO TERM LOAN CREDIT AGREEMENT

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INTRODUCTION
          Travelport Holdings Limited (the “Debtor”) and non-debtor Travelport Worldwide Limited jointly propose the following prepackaged plan of reorganization for the resolution of the outstanding Claims against and Interests in the Debtor. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of (i) the Debtor’s history and business, (ii) a summary and analysis of this Plan, and (iii) certain related matters, including risk factors relating to the consummation of this Plan. Subject to the terms of the Restructuring Support Agreement (as defined below) and certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, the Debtor reserves the right to alter, amend, modify, revoke, or withdraw this Plan prior to its substantial consummation.
ARTICLE I
DEFINED TERMS AND RULES OF INTERPRETATION
          Defined Terms. As used herein, capitalized terms shall have the meanings set forth below. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.
          1.1 Additional Shares means that number of shares of common stock of Worldwide that, when issued, will result in the Holders of Allowed PIK Loan Unsecured Claims holding a total number of shares of Worldwide common stock equal to 44% of the fully diluted issued and outstanding common stock of Worldwide as of the Effective Date, subject to dilution by shares issued pursuant to the Management Incentive Plan.
          1.2 Additional Share Distribution shall have the meaning set forth in Section 5.8 hereof, subject to dilution by the Management Incentive Plan.
          1.3 Administrative Claim means an Allowed Claim for costs and expenses of administration of the Chapter 11 Case under sections 503(b), 507(a)(2) or 507(b) of the Bankruptcy Code, including, but not limited to: (a) any actual and necessary costs and expenses, incurred on or after the Petition Date, of preserving the Estate and operating the Debtor and Claims of governmental units for taxes (including tax audit Claims related to tax years commencing after the Petition Date, but excluding Claims relating to tax periods, or portions thereof, ending on or before the Petition Date); (b) Professional Fee Claims; (c) all fees and charges assessed against the Estate under Chapter 123 of Title 28 of the United States Code; and (d) all other Claims entitled to administrative claim status pursuant to a Final Order of the Bankruptcy Court.

 


 

          1.4 Allowed means, with respect to any Claim or Interest, such Claim or Interest or any portion thereof (a) that has been listed in the Schedules filed by the Debtor (if any) as neither disputed, contingent nor unliquidated; (b) that has been allowed (i) by a Final Order of the Bankruptcy Court, (ii) pursuant to the terms of this Plan, (iii) by agreement between the Holder of such Claim or Interest and the Debtor or Reorganized Debtor; (c) as to which no objection or request for estimation has been filed on or before the Claims Objection Deadline or the expiration of such other applicable period fixed by the Bankruptcy Code, Bankruptcy Rules, Bankruptcy Court or this Plan; or (d) as to which any objection has been settled, waived, withdrawn or denied by a Final Order or in accordance with this Plan.
          1.5 “Allowed ... Claim” means an Allowed Claim of the particular type or Class described.
          1.6 “Allowed . . . Interest” means an Allowed Interest of the particular type of Class described.
          1.7 Amended and Restated PIK Loan Credit Agreement means the PIK Loan Credit Agreement, as amended and restated, in substantially the form attached as an exhibit to the Amendment Agreement.
          1.8 Amendment Agreement means that certain agreement among the Debtor, Credit Suisse, Cayman Islands branch, as administrative agent, and certain lenders from time to time party thereto, to amend the PIK Loan Credit Agreement, in substantially the form attached hereto as Exhibit A.
          1.9 Avoidance Action means any claim or cause of action of the Estate arising out of or maintainable pursuant to sections 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code or under any other similar applicable law, regardless of whether or not such action has been commenced prior to the Effective Date.
          1.10 Bankruptcy Code means title 11 of the United States Code, as now in effect or hereafter amended.
          1.11 Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York, or any other court with jurisdiction over the Chapter 11 Case.
          1.12 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court, as now in effect or hereafter amended.
          1.13 Blackstone means Blackstone Capital Partners (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; Blackstone Family Investment Partnership (Cayman) V L.P.; Blackstone Family Investment Partnership (Cayman) V-SMD L.P.; Blackstone Participation Partnership (Cayman) V

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L.P.; and BCP V Co-Investors (Cayman) L.P. and each of their successors and assigns with respect to their interests in TDS Investor (Cayman) L.P.
          1.14 BMA means the Bermudan Monetary Authority.
          1.15 BMA Approval means the approval by the BMA, as required by Bermuda law, of the recipients of Worldwide shares.
          1.16 Business Day means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).
          1.17 Cash means legal tender of the United States of America and equivalents thereof.
          1.18 Chapter 11 Case means the case under Chapter 11 of the Bankruptcy Code commenced by the Debtor in the Bankruptcy Court.
          1.19 Claim means a “claim” as defined in section 101(5) of the Bankruptcy Code.
          1.20 Claims Objection Deadline means that day which is one hundred twenty (120) days after the Effective Date, as the same may be from time to time extended by the Bankruptcy Court without further notice to parties-in-interest.
          1.21 Class means a category of Claims or Interests, as described in Article III hereof.
          1.22 Common Stock Issuance shall have the meaning set forth in Section 5.3 hereof.
          1.23 Conditions shall have the meaning set forth in Section 5.3 hereof.
          1.24 Confirmation means the confirmation of this Plan by the Bankruptcy Court under section 1129 of the Bankruptcy Code.
          1.25 Confirmation Date means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy Court.
          1.26 Confirmation Hearing means the hearing held by the Bankruptcy Court pursuant to section 1128 of the Bankruptcy Code to consider confirmation of this Plan, as such hearing may be adjourned or continued from time to time.
          1.27 Confirmation Order means the order of the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code.
          1.28 Consenting Lenders means the Holders of PIK Loan Unsecured Claims that are parties to the Restructuring Support Agreement.

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          1.29 Creditors’ Committee means the statutory committee of unsecured creditors, if any, appointed in the Chapter 11 Case pursuant to section 1102 of the Bankruptcy Code.
          1.30 D&O Insurance means insurance maintained by OpCo which covers, among others, the directors, officers and managing members of the Debtor.
          1.31 Debtor means Travelport Holdings Limited.
          1.32 Disbursing Agent means the Reorganized Debtor, or any party designated by the Reorganized Debtor, with the consent of the Requisite Consenting Lenders, to serve as disbursing agent under this Plan.
          1.33 Disclosure Statement means the disclosure statement (including all appendices, exhibits and schedules thereto) relating to this Plan, as amended, modified or supplemented from time to time, and distributed contemporaneously herewith in accordance with section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017.
          1.34 Disputed Claim means any Claim (a) as to which the Debtor has interposed an objection or request for estimation in accordance with this Plan, the Bankruptcy Code and the Bankruptcy Rules, or that is otherwise disputed by the Debtor, the Reorganized Debtor, or other party-in-interest in accordance with applicable law, which objection has not been withdrawn or determined by a Final Order, (b) designated in the Debtor’s Schedules, if any, as contingent, unliquidated, or disputed, (c) which amends a Claim designated in the Debtor’s Schedules, if any, as contingent, unliquidated, or disputed, or (d) prior to it having become an Allowed Claim.
          1.35 “Disputed ... Claim” means a Disputed Claim of the type described.
          1.36 Effective Date means the first Business Day after which all provisions, terms and conditions specified in Section 8.2 have been satisfied or waived pursuant to Section 8.3, and this Plan is substantially consummated as such term is defined in section 1101(2) of the Bankruptcy Code.
          1.37 Effective Date Common Stock Distribution means the issuance, on a Pro Rata basis, of 15% of the fully diluted issued and outstanding common stock of Worldwide (subject to dilution by the Management Incentive Plan) to the Holders of PIK Loan Unsecured Claims.
          1.38 Effective Date Common Stock Escrow Distribution means the issuance, on or before the Effective Date, of 25% of the fully diluted issued and outstanding common stock of Worldwide (subject to dilution by the Management Incentive Plan) to the Equity Escrow Agent, to be distributed to the Holders of the PIK Loan Unsecured Claims in accordance with the Post-Effective Date Common Stock Distribution Schedule.

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          1.39 Equity Escrow Agent means the party, selected by the Requisite Consenting Lenders, and reasonably acceptable to Worldwide, responsible for administering the third party escrow account, governed by the Equity Escrow Agreement, established to hold the common stock of Worldwide issued pursuant to the Effective Date Common Stock Escrow Distribution.
          1.40 Equity Escrow Agreement means that certain escrow agreement among Worldwide, the Equity Escrow Agent and the Holders of PIK Loan Unsecured Claims to be filed as part of the Plan Supplement in form and substance reasonably satisfactory to the Requisite Consenting Lenders.
          1.41 Equity Interest means any Interest arising from or on behalf of the equity of the Debtor outstanding immediately prior to the Petition Date, including treasury stock and all options, warrants, calls, rights, puts, awards, commitments, or any other agreements of any character to acquire such equity.
          1.42 Estate means the estate of the Debtor created under section 541 of the Bankruptcy Code.
          1.43 Executory Contract or Unexpired Lease means any executory contracts or unexpired leases to which the Debtor is a party.
          1.44 Exhibit means an exhibit annexed to either this Plan or as an appendix to the Disclosure Statement.
          1.45 Final Order means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the docket in the Chapter 11 Case, or the docket of any such other court, the operation or effect of which has not been reversed, stayed, modified, or amended, and as to which order or judgment (or any reversal, stay, modification, or amendment thereof) (a) the time to appeal, seek leave to appeal or certiorari, or request reargument or further review or rehearing has expired and no appeal, petition for leave to appeal or certiorari, or request for reargument or further review or rehearing has been timely filed, or (b) any appeal that has been or may be taken or any petition for certiorari or leave to appeal or request for reargument or further review or rehearing that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed, from which certiorari or leave to appeal was sought, or to which the request was made, and no further appeal or petition for certiorari or leave for appeal or request for reargument or further review or rehearing has been or can be taken or granted.
          1.46 General Unsecured Claim means a Claim that is not an Administrative Claim, Priority Tax Claim, Non-Tax Priority Claim, PIK Loan Unsecured Claim, or Intercompany Claim.
          1.47 Holdback Amount means the amount equal to 20% of fees billed to the Debtor in a given month that was retained by the Debtor as a holdback on payment of a Professional Fee Claim.

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          1.48 Holdback Escrow Account means the escrow account established by the Disbursing Agent into which Cash equal to the Holdback Amount shall be deposited on the Effective Date for the payment of Allowed Professional Fee Claims to the extent not previously paid or disallowed.
          1.49 Holder means a holder of a Claim or Interest, as applicable.
          1.50 Impaired means, when used in reference to a Claim or Interest, a Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code.
          1.51 Indemnification Rights means any obligations of the Debtor to indemnify (i) its present and former officers and directors pursuant to the Debtor’s organizational documents, or pursuant to any applicable law or specific agreement (other than the Restructuring Support Agreement) in respect of any claims, demands, suits, causes of action or proceedings against such an officer or director based upon any act or omission related to its service with, for or on behalf of the Debtor, and (ii) the Shareholder Party for out-of-pocket costs and expenses, including reasonable attorney’s fees, incurred by it on and after the Effective Date to enforce the releases and exculpation provisions granted to it as a Released Party under Sections 9.3, 9.6, and 9.7 hereof, except for acts or omissions that are the result of the Shareholder Party’s gross negligence or willful misconduct; provided that, for the sake of clarity, the Shareholder Party shall not be entitled to recover for any of its investment losses, if any, related to any investment made in the Debtor prior to the Petition Date, hereunder or for any underlying liability.
          1.52 Indemnitee means (i) all present and former directors, officers, employees, agents or representatives of the Debtor (in their capacity as such) and (ii) the Shareholder Party, in each case who are entitled to assert Indemnification Rights.
          1.53 Initial Consenting Lenders means Angelo, Gordon & Co. and Q Investments, L.P., in their capacities as Holders of PIK Loan Unsecured Claims and as parties to the Restructuring Support Agreement.
          1.54 Intercompany Claim means (a) any account reflecting intercompany book entries by the Debtor with respect to any non-Debtor affiliate or (b) any Claim that is not reflected in such book entries and is held by the Debtor against any non-Debtor affiliate.
          1.55 Interest means the legal, equitable, contractual, and other rights of any Person with respect to any capital stock or other ownership interest in the Debtor, whether or not transferable, and any option, warrant, or right to purchase, sell, or subscribe for an ownership interest or other equity security in the Debtor.
          1.56 IRC means the Internal Revenue Code of 1986, as amended.
          1.57 Lien shall mean any lien, security interest, pledge, title retention agreement, encumbrance, charge, mortgage or hypothecation, other than, in the case of

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securities and any other equity ownership interests, any restrictions imposed by applicable United States or foreign securities laws.
          1.58 Liquidity Event means if (i) all amounts owing under the Amended and Restated PIK Loan Credit Agreement are paid in full in Cash or (ii) the Reorganized Debtor announces a Subject IPO or a Subject Transaction.
          1.59 Majority Shareholder means, collectively, Blackstone, TCV VI (Cayman), L.P., TCV Member Fund (Cayman), L.P., OEP TP, Ltd. and any person which directly or indirectly controls, is controlled by or is under common control with each such entity.
          1.60 Management Incentive Plan means a management incentive plan for management of one or more direct or indirect subsidiaries of Travelport Limited, on terms approved by the board of directors of Worldwide and at least one independent director designated by holders of shares distributed in the Common Stock Issuance, of up to 5% of the shares of common stock of Worldwide on a fully diluted basis; provided that the shares issued pursuant to the Management Incentive Plan will dilute on a Pro Rata basis all outstanding shares of common stock in Worldwide.
          1.61 Mutual Release means a release consistent with the releases provided for in Section 9.3 of this Plan to be filed as part of the Plan Supplement in form and substance reasonably acceptable to the Requisite Consenting Lenders, the Debtor and Blackstone.
          1.62 New Boards means the initial board of directors of each of the Reorganized Debtor, Worldwide and Travelport Limited.
          1.63 New Intercompany Note means that certain subordinated promissory note issued by Travelport Limited to OpCo as consideration for, and of equal face value to, the Second Lien OpCo Term Loan, in form and substance reasonably acceptable to the Requisite Consenting Lenders as set forth in Section 5.3 of this Plan.
          1.64 New Sub means Travelport Guarantor LLC, a newly formed unrestricted subsidiary of Travelport Limited, the organizational documents of which shall be set forth in the Plan Supplement and shall (i) provide for the appointment of at least one independent director that is reasonably acceptable to the Requisite Consenting Lenders, and (ii) otherwise be in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Shareholder Party.
          1.65 New Sub Escrow Agent means the party, selected by the Requisite Consenting Lenders and reasonably acceptable to the Debtor, responsible for administering the third party escrow account established to hold the New Sub Investment.
          1.66 New Sub Guarantee means the guarantee issued by the New Sub in favor of the holders of the Tranche A Extended PIK Loan in the amount of the obligations outstanding thereunder, which guarantee shall be in form and substance

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reasonably acceptable to the Requisite Consenting Lenders and the Shareholder Party and shall be set forth in the Plan Supplement.
          1.67 New Sub Investment has the meaning set forth in Section 5.3 hereof.
          1.68 New Sub Pledge means the pledge of all existing and later acquired assets of the New Sub, including its holdings of the Second Lien OpCo Term Loan, to the holders of the Tranche A Extended PIK Loan as security for the obligations outstanding under the New Sub Guarantee, which pledge shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Shareholder Party and shall be set forth in the Plan Supplement.
          1.69 Non-Tax Priority Claim means a Claim, other than an Administrative Claim or Priority Tax Claim, which is entitled to priority in payment pursuant to section 507(a) of the Bankruptcy Code.
          1.70 OpCo means Travelport LLC.
          1.71 OpCo Credit Facility means that certain existing third amended and restated credit agreement, as amended, among Travelport LLC, as borrower, Travelport Limited, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, UBS AG, Stamford Branch, as administrative agent and L/C issuer, UBS Loan Finance LLC, as swing line lender, and the other agents and other lenders party thereto.
          1.72 OpCo Credit Facility Amendment means the amendment to the OpCo Credit Facility which provides the relief necessary to permit the PIK Loan Restructuring in form and substance reasonably satisfactory to the Requisite Consenting Lenders.
          1.73 Outstanding PIK Loan Balance means the total debt outstanding under the PIK Loan as of the Petition Date, including all accrued and unpaid interest (calculated in accordance with the terms of the PIK Loan Credit Agreement) and other fees and charges.
          1.74 Person means an individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, limited liability partnership, trust, estate, unincorporated organization, or other entity.
          1.75 Petition Date means the date on which the Debtor filed its petition for relief commencing its Chapter 11 Case.
          1.76 PIK Loan means the term loan, in aggregate amount of $715 million (principal including accrued interest) as of September 30, 2011 issued by the Debtor pursuant to the PIK Loan Credit Agreement.
          1.77 PIK Loan Cash Distribution has the meaning set forth in Section 5.3 hereof.

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          1.78 PIK Loan Credit Agreement means that certain credit agreement among the Debtor, Credit Suisse, Cayman Islands branch, as administrative agent, and certain lenders from time to time party thereto, dated as of March 27, 2007 and as amended as of December 4, 2008.
          1.79 PIK Loan Restructuring has the meaning set forth in Section 5.3 hereof.
          1.80 PIK Loan Restructuring Documents means all documents relating to the PIK Loan Restructuring, including, without limitation, the Restructuring Support Agreement and all documents referenced therein, but not including this Plan or the Disclosure Statement.
          1.81 PIK Loan Unsecured Claim means any Claim arising from or relating to the PIK Loan.
          1.82 Plan means this Chapter 11 plan of reorganization, including the Exhibits and all supplements, appendices, and schedules hereto, either in its current form or as the same may be altered, amended, or modified from time to time.
          1.83 Plan Supplement means the compilation of documents that the Debtor shall file with the Bankruptcy Court on or before the date that is five (5) days prior to the Confirmation Hearing.
          1.84 Post-Effective Date Common Stock Distribution means the distribution, on a Pro Rata basis, of the Effective Date Common Stock Escrow Distribution (together with any distributions (and related earnings) thereon) by the Equity Escrow Agent to the Holders of PIK Loan Unsecured Claims, to be distributed in accordance with the Post-Effective Date Common Stock Distribution Schedule, which may also be described in the Equity Escrow Agreement.
          1.85 Post-Effective Date Common Stock Distribution Schedule means (a) the dates upon which the Worldwide shares (together with any distributions (and related earnings) thereon) held by the Equity Escrow Agent as a result of the Effective Date Common Stock Escrow Distribution shall be distributed to the Holders of the PIK Loan Unsecured Claims and (b) such corresponding amounts of Worldwide shares (together with the corresponding amount of any distributions (and related earnings) thereon) that shall be distributed on such dates, all as provided for in the Shareholders’ Agreement and the Equity Escrow Agreement, as follows: (i) March 31, 2012: 10%; thereby bringing the total equity then held by the Holders of PIK Loan Unsecured Claims to 25% of the Worldwide shares (subject to dilution, Pro Rata with all other outstanding shares, by the Management Incentive Plan); (ii) September 30, 2012: 5%; thereby bringing the total equity then held by the Holders of PIK Loan Unsecured Claims to 30% of the Worldwide shares (subject to dilution, Pro Rata with all other outstanding shares, by the Management Incentive Plan); (iii) March 31, 2013: 5%; thereby bringing the total equity then held by the Holders of PIK Loan Unsecured Claims to 35% of the Worldwide shares (subject to dilution, Pro Rata with all other outstanding shares, by the Management

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Incentive Plan) and (iv) September 30, 2013: 5%; thereby bringing the total equity then held by the Holders of PIK Loan Unsecured Claims to 40% of the Worldwide shares (subject to dilution, Pro Rata with all other outstanding shares, by the Management Incentive Plan).
          1.86 Priority Tax Claim means a Claim of a governmental unit of the kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.
          1.87 Pro Rata means, as applicable, the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of all Allowed Claims in that Class, or the proportion that all Allowed Claims in a particular Class bear to the aggregate amount of Allowed Claims in such Class and other Classes entitled to share in the same recovery under this Plan.
          1.88 Professional means (a) any professional employed in this Chapter 11 Case pursuant to sections 327, 328 or 1103 of the Bankruptcy Code or otherwise and (b) any professional or other entity seeking compensation or reimbursement of expenses in connection with the Chapter 11 Case pursuant to section 503(b)(4) of the Bankruptcy Code.
          1.89 Professional Fee Claim means an Administrative Claim of a Professional for compensation for services rendered or reimbursement of costs, expenses, or other charges incurred on or after the Petition Date and prior to and including the Effective Date.
          1.90 Registration Rights Agreement means that certain registration rights agreement among Worldwide and the shareholders referred to therein to be filed as part of the Plan Supplement in form and substance reasonably acceptable to Worldwide, the Shareholder Party, Blackstone and the Requisite Consenting Lenders.
          1.91 Released Party means each of (a) the Debtor and the Reorganized Debtor, (b) the current and former directors and officers of the Debtor; (c) the Creditors’ Committee, if any, and the current and former members thereof, in their capacity as such; (d) Holders of direct Equity Interests in the Debtor that vote to accept this Plan and Holders of indirect Equity Interests that execute a Mutual Release; (e) Holders of PIK Loan Unsecured Claims that voted to accept this Plan; (f) each Consenting Lender to the extent that such Consenting Lender voted to accept this Plan; (g) the Shareholder Party so long as it executes a Mutual Release; and (h) with respect to each of the foregoing Persons in clauses (a) through (g) (but, so as to avoid duplication, without including such persons identified in (a) through (f)), such Person’s subsidiaries, affiliates, members, officers, directors, agents, financial advisors, accountants, investment bankers, consultants, attorneys, employees, partners, and representatives, in each case only in their capacity as such.
          1.92 Reorganized Debtor means the successor to the Debtor on and after the Effective Date.

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          1.93 Requisite Consenting Lenders means, at the time of determination, Consenting Lenders holding a majority in principal amount of the PIK Loan Unsecured Claims; provided, however, that in determining the Requisite Consenting Lenders, any PIK Loan Unsecured Claims held by the Shareholder Party, Blackstone or the Debtor shall be excluded.
          1.94 Restructuring Support Agreement means that certain Travelport Holdings Limited Restructuring Support Agreement and attached term sheet dated as of September 17, 2011 by and among the Debtor, Worldwide, the Shareholder Party and the Consenting Lenders, attached hereto as Exhibit B.
          1.95 Retained Actions means all claims, causes of action, rights of action, suits, demands, Liens, indemnities, guarantees, obligations, liabilities, judgments, accounts, defenses, offsets, powers, privileges, licenses, franchises and proceedings of any kind whatsoever, known, unknown, contingent, or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, which the Debtor or the Debtor’s Estate may hold against any Person, including, without limitation, (a) claims and causes of action brought prior to the Effective Date; (b) all Avoidance Actions; (c) any right of setoff, counterclaim, or recoupment and any claim or cause of action on contracts or for breaches of duties imposed by law or in equity; (d) the right to object to Claims (other than the PIK Loan Unsecured Claims) or Interests; (e) any claim or cause of action or defense including fraud, mistake, duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code; (f) any state law fraudulent transfer claim; and (g) any such claims, causes of action, rights of action, suits or proceedings listed in the Disclosure Statement or any Schedules filed by the Debtor in this case, if any; provided, however, that Retained Actions shall not include those claims, causes of action, rights of action, suits and proceedings, whether in law or in equity, whether known or unknown, released under Article IX herein.
          1.96 Schedules means the schedules, statements, and lists, if any, filed by the Debtor with the Bankruptcy Court pursuant to Bankruptcy Rule 1007, as may be amended or supplemented from time to time.
          1.97 SEC means the U.S. Securities Exchange Commission.
          1.98 Second Lien OpCo Term Loan means the new term loan, in an aggregate principal amount of $342.5 million, to be issued by OpCo pursuant to the Second Lien OpCo Term Loan Credit Agreement, substantially contemporaneously with the consummation of this Plan.
          1.99 Second Lien OpCo Term Loan Credit Agreement means the credit agreement governing the Second Lien OpCo Term Loan, in substantially the form attached hereto as Exhibit C.

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          1.100 Second Lien OpCo Term Loan Exchange Portion has the meaning set forth in Section 5.3 hereof.
          1.101 Second Lien OpCo Term Loan Guarantee means the guarantee issued by certain affiliates of the Debtor, which entities are guarantors of the OpCo Credit Facility, in favor of the holders of the Second Lien OpCo Term Loan, which guarantee shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders and the Shareholder Party and shall be set forth in Plan Supplement.
          1.102 Shareholder Party means TDS Investor (Cayman) L.P.
          1.103 Shareholders’ Agreement means that certain shareholders’ agreement among Worldwide, New Sub, TDS Investor (Cayman) L.P., Blackstone and the Holders of PIK Loan Unsecured Claims to be filed as part of the Plan Supplement in form and substance reasonably acceptable to Worldwide, the Shareholder Party, Blackstone and the Requisite Consenting Lenders.
          1.104 Subject IPO means an initial public offering that will result in all amounts owing under the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash.
          1.105 Subject Transaction means a sale, amalgamation or merger transaction that will result in all amounts owing under the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash.
          1.106 Tranche A Extended PIK Loan means the $135 million junior tranche of the PIK Loan issued pursuant to the Amended and Restated PIK Loan Credit Agreement.
          1.107 Tranche B Extended PIK Loan means the approximately $287.5 million senior tranche of the PIK Loan issued pursuant to the Amended and Restated PIK Loan Credit Agreement.
          1.108 Travelport NewCo means Travelport Intermediate Limited to be created by the Shareholder Party on or prior to the Effective Date.
          1.109 Unclassified Claims means Administrative Claims and Priority Tax Claims.
          1.110 Unimpaired means a Claim or Interest that is not impaired within the meaning of section 1124 of the Bankruptcy Code.
          1.111 Worldwide means Travelport Worldwide Limited, the direct parent of the Debtor.
          Rules Of Interpretation And Computation Of Time. For purposes of this Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate,

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each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) unless otherwise provided in this Plan, any reference in this Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference in this Plan to an existing document or schedule filed or to be filed means such document or schedule, as it may have been or may be amended, modified, or supplemented pursuant to this Plan; (d) any reference to an entity as a Holder of a Claim or Interest includes that entity’s successors and assigns; (e) all references in this Plan to Sections and Articles are references to Sections and Articles of or to this Plan; (f) the words “herein,” “hereunder,” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Plan; (h) subject to the provisions of any contract, certificates of incorporation, by-laws, instrument, release, or other agreement or document entered into in connection with this Plan, the rights and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with, federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (j) in computing any period of time prescribed or allowed by this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply; and (k) “including” means “including without limitation.”
          Exhibits. All Exhibits are incorporated into and are a part of this Plan as if set forth in full herein, and, to the extent not annexed hereto, such Exhibits shall be filed with the Bankruptcy Court on or after the Petition Date, but in any event, no later than the date of filing of the Plan Supplement. Holders of Claims and Interests may obtain a copy of the Exhibits upon written request to the Debtor. Upon their filing, the Exhibits may be inspected in the office of the clerk of the Bankruptcy Court or its designee (i) during normal business hours; (ii) on the Bankruptcy Court’s website at http://www.nysb.uscourts.gov (registration required) or (iii) at our noticing agent’s website at www.travelportinfo.com. The documents contained in the Exhibits shall be approved by the Bankruptcy Court pursuant to the Confirmation Order.
ARTICLE II
TREATMENT OF UNCLASSIFIED CLAIMS
          In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims are not classified and are not entitled to vote on this Plan.
          2.1 Administrative Claims. On, or as soon as reasonably practicable after, the later of (a) the Effective Date, (b) the date on which an Administrative Claim becomes an Allowed Administrative Claim, or (c) the date on which an Allowed

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Administrative Claim becomes payable under any agreement relating thereto, each Holder of such Allowed Administrative Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Administrative Claim, Cash equal to the unpaid portion of such Allowed Administrative Claim. Notwithstanding the foregoing, (y) any Allowed Administrative Claim based on a liability incurred by the Debtor in the ordinary course of business during the Chapter 11 Case may be paid in the ordinary course of business in accordance with the terms and conditions of any agreement relating thereto and (z) any Allowed Administrative Claim may be paid on such other terms as may be agreed to between the Holder of such Claim and the Debtor or the Reorganized Debtor.
          2.2 Priority Tax Claims. On, or as soon as reasonably practicable after, the later of (a) the Effective Date or (b) the date on which a Priority Tax Claim becomes an Allowed Priority Tax Claim, in the sole discretion of the Debtor, each Holder of an Allowed Priority Tax Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Priority Tax Claim, (i) Cash equal to the unpaid portion of such Holder’s Allowed Priority Tax Claim, (ii) treatment in any other manner such that such Holder’s Allowed Priority Tax Claim shall not be Impaired pursuant to section 1124 of the Bankruptcy Code, including payment in accordance with the provisions of section 1129(a)(9)(C) of the Bankruptcy Code over a period of not later than five years from the Petition Date, or (iii) such other treatment as to which the Debtor or the Reorganized Debtor and such Holder shall have agreed upon in writing.
ARTICLE III
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
          3.1 Introduction.
          Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims against and Interests in the Debtor. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified, and the respective treatment of such Unclassified Claims is set forth in Article II of this Plan.
          A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to this Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date.

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          3.2 Summary Of Classes.
     
Class   Impaired/Unimpaired; Entitlement To Vote
     
Class 1 — Non-Tax Priority Claims
  Unimpaired — Deemed to have accepted this Plan and not entitled to vote
 
   
Class 2 — PIK Loan Unsecured Claims
  Impaired — Entitled to vote
 
   
Class 3 — General Unsecured Claims
  Unimpaired — Deemed to have accepted this Plan and not entitled to vote
 
   
Class 4 — Intercompany Claims
  Unimpaired — Deemed to have accepted this Plan and not entitled to vote
 
   
Class 5 — Equity Interests
  Impaired — Entitled to vote
          3.3 Treatment Of Classes.
  (a)   Class 1 — Non-Tax Priority Claims
          (i) Claims In Class: Class 1 consists of all Non-Tax Priority Claims against the Debtor.
          (ii) Treatment: On, or as soon as reasonably practicable after, (A) the Effective Date if such Non-Tax Priority Claim is an Allowed Non-Tax Priority Claim on the Effective Date or (B) the date on which such Non-Tax Priority Claim becomes an Allowed Non-Tax Priority Claim, each Holder of an Allowed Class 1 Non-Tax Priority Claim shall receive, in full and final satisfaction, release, and discharge of, and in exchange for, such Allowed Non-Tax Priority Claim, Cash equal to the unpaid portion of such Allowed Non-Tax Priority Claim.
          (iii) Voting: Class 1 is an Unimpaired Class, and the Holders of Allowed Class 1 Non-Tax Priority Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 1 Non-Tax Priority Claims are not entitled to vote to accept or reject this Plan.

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  (b)   Class 2 — PIK Loan Unsecured Claims
          (i) Claims In Class: Class 2 consists of all PIK Loan Unsecured Claims against the Debtor.
          (ii) Allowance Of PIK Loan Unsecured Claims: The PIK Loan Unsecured Claims shall be Allowed in the aggregate amount of $715 million plus such other amounts that accrue thereon from September 30, 2011 through the Effective Date. For the avoidance of doubt, the Allowed PIK Loan Unsecured Claims shall not be subject to any avoidance, reduction, setoff, offset, recharacterization, subordination (equitable or contractual or otherwise), counter-claim, defense, disallowance, impairment, objection or any challenges under applicable law or regulation.
          (iii) Treatment: Each Holder of an Allowed Class 2 PIK Loan Unsecured Claim, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed PIK Loan Unsecured Claim, shall receive (x) on the Effective Date, such Holder’s Pro Rata share of (A) the PIK Loan Cash Distribution to reduce the Outstanding PIK Loan Balance, (B) the Second Lien OpCo Term Loan Exchange Portion, (C) the Effective Date Common Stock Distribution, (D) the Tranche A Extended PIK Loan, and (E) the Tranche B Extended PIK Loan; (y) commencing on March 31, 2012, shares of Worldwide pursuant to the Post-Effective Date Common Stock Distribution; and (z) on October 1, 2013, if a Liquidity Event has not yet occurred, such Holder’s Pro Rata share of the Additional Share Distribution. In connection with the Common Stock Issuance and the Additional Share Distribution, each Holder of an Allowed PIK Loan Unsecured Claim shall automatically become and be deemed to be a party to the Shareholders’ Agreement regardless of whether such Holder votes to accept or reject this Plan or executes the Shareholders’ Agreement. For the avoidance of doubt, in the event a Holder of an Allowed PIK Loan Unsecured Claim receives alternative treatment pursuant to Section 3.4 of this Plan, the portion of the recovery such Holder is entitled to under this section that it has elected not to receive shall be reallocated to the other Holders of Allowed PIK Loan Unsecured Claims on a Pro Rata basis.
          (iv) Voting: Class 2 is Impaired. Pursuant to section 1126 of the Bankruptcy Code, each Holder of an Allowed Class 2 PIK Loan Unsecured Claim is entitled to vote to accept or reject this Plan.

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  (c)   Class 3 — General Unsecured Claims
          (i) Claims In Class: Class 3 consists of all General Unsecured Claims against the Debtor.
          (ii) Treatment: On the later of the Effective Date and the date on which such General Unsecured Claims are Allowed, or, in each case, as soon thereafter as practicable, each Holder of an Allowed General Unsecured Claim in Class 3 shall be paid in full and final satisfaction of such Holder’s Allowed General Unsecured Claim in Cash. A General Unsecured Claim that is not due and payable on or before the Effective Date shall be paid thereafter (A) in the ordinary course of business in accordance with the terms of any agreement that governs such General Unsecured Claim, or (B) in accordance with the course of practice between the Debtor and such Holder with respect to such General Unsecured Claim.
          (iii) Voting: Class 3 is an Unimpaired Class, and the Holders of Allowed Class 3 General Unsecured Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 3 General Unsecured Claims are not entitled to vote to accept or reject this Plan.
  (d)   Class 4 — Intercompany Claims
          (i) Claims In Class: Class 4 consists of all Intercompany Claims against the Debtor.
          (ii) Treatment: On the later of the Effective Date and the date on which such Intercompany Claims are Allowed, or, in each case, as soon thereafter as practicable, each Holder of an Allowed Intercompany Claim in Class 4 shall be paid in full and final satisfaction of such Holder’s Allowed Intercompany Claim in Cash. Notwithstanding the foregoing, an Intercompany Claim that is not due and payable on or before the Effective Date shall be paid thereafter (A) in the ordinary course of business in accordance with the terms of any agreement that governs such Intercompany Claim, or (B) in accordance with the course of practice between the Debtor and such Holder with respect to such Intercompany Claim.

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          (iii) Voting: Class 4 is an Unimpaired Class, and the Holders of Allowed Class 4 Intercompany Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Class 4 Intercompany Claims are not entitled to vote to accept or reject this Plan.
  (e)   Class 5 — Equity Interests
          (i) Interests In Class: Class 5 consists of all Equity Interests.
          (ii) Allowance Of Equity Interests: The Equity Interests shall be Allowed.
          (iii) Treatment: The Holder of Class 5 Allowed Equity Interests shall retain such Equity Interests as of the Effective Date.
          (iv) Voting: Class 5 is Impaired. Pursuant to section 1126 of the Bankruptcy Code, the Holder of Allowed Class 5 Equity Interests is entitled to vote to accept or reject this Plan.
          3.4 Alternative Treatment. Notwithstanding any provision herein to the contrary, any Holder of an Allowed Claim may receive, instead of the distribution or treatment to which it is entitled hereunder, any other less favorable distribution or treatment to which it and the Debtor or the Reorganized Debtor may agree in writing.
          3.5 Special Provision Regarding Unimpaired Claims. Except as otherwise provided in this Plan, nothing shall affect the Debtor’s or the Reorganized Debtor’s rights and defenses, both legal and equitable, with respect to any Unimpaired Claims, including but not limited to, all rights with respect to legal and equitable defenses to setoffs against or recoupments of Unimpaired Claims.
          3.6 Procedures For Resolving Disputed, Contingent, And Unliquidated Claims. The Debtor and the Reorganized Debtor may contest the amount and validity of any disputed, contingent or unliquidated Claim in the ordinary course of business in the manner and venue in which such Claim would have been determined, resolved or adjudicated if the Chapter 11 Case had not been commenced.

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ARTICLE IV
ACCEPTANCE OR REJECTION OF THIS PLAN
          4.1 Classes Entitled To Vote. Each Impaired Class of Claims or Interests of the Debtor that is entitled to receive or retain property or any interest under this Plan is entitled to vote to accept or reject this Plan. By operation of law, each Unimpaired Class of Claims is deemed to have accepted this Plan and, therefore, is not entitled to vote.
          4.2 Acceptance By Impaired Classes. The Impaired Class of Claims (Class 2 — PIK Loan Unsecured Claims) shall have accepted this Plan if (a) the Holders of at least two-thirds in amount of the Allowed Claims actually voting in the Class have voted to accept this Plan and (b) the Holders of more than one-half in number of the Allowed Claims actually voting in the Class have voted to accept this Plan, not counting the vote of any Holder designated under section 1126(e) of the Bankruptcy Code. The Impaired Class of Interests shall have accepted this Plan if the Holder of Class 5 Equity Interests has voted to accept this Plan.
          4.3 Elimination Of Classes. To the extent applicable, any Class that does not contain any Allowed Claims or any Claims temporarily allowed for voting purposes under Bankruptcy Rule 3018, as of the date of the commencement of the Confirmation Hearing, shall be deemed to have been deleted from this Plan for purposes of (a) voting to accept or reject this Plan and (b) determining whether it has accepted or rejected this Plan under section 1129(a)(8) of the Bankruptcy Code.
ARTICLE V
MEANS FOR IMPLEMENTATION OF THIS PLAN
          5.1 Continued Legal Existence. Except as otherwise provided in this Plan, the Debtor will continue to exist after the Effective Date as a separate legal entity, with all the powers under applicable law in Bermuda and pursuant to the Debtor’s organizational documents in effect prior to the Effective Date (provided that such organizational documents shall be amended to prohibit the Reorganized Debtor from issuing non-voting equity securities, to the extent necessary to comply with section 1123(a) of the Bankruptcy Code), without prejudice to any right to terminate such existence (whether by merger or otherwise) under applicable law after the Effective Date.
          5.2 New Boards Of Directors. The identity of the members of the New Board of each of the Reorganized Debtor, Worldwide and Travelport Limited shall be identified in the Plan Supplement. As of the Effective Date, the Holders of PIK Loan Unsecured Claims shall have the right to select one member of the New Board of each of the Reorganized Debtor, Worldwide and Travelport Limited for an initial term of two (2) years, subject to and in accordance with the terms and conditions set forth in the Shareholders’ Agreement.

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          5.3 PIK Loan Restructuring. The Debtor and Worldwide, as joint proponents of this Plan, shall take, or shall cause to be taken, as applicable, such actions as may be necessary or appropriate to effect the transactions contemplated by this Plan (such actions, as set forth below, and together with the Additional Share Distribution, the “PIK Loan Restructuring”). In furtherance thereto, in the event any of the following have not yet taken place, the Debtor and Worldwide, as joint proponents of this Plan, as applicable, shall or shall cause (directly or indirectly, as applicable) on or prior to the Effective Date:
               (a) OpCo to enter into the Second Lien OpCo Term Loan Credit Agreement and to issue the Second Lien OpCo Term Loan pursuant thereto;
               (b) certain affiliates of the Debtor, which entities are guarantors of the OpCo Credit Facility, to execute and effect the Second Lien OpCo Term Loan Guarantee;
               (c) Travelport Limited to issue the New Intercompany Note to OpCo in exchange for the entire outstanding principal of the Second Lien OpCo Term Loan;
               (d) Travelport Limited to dividend $89.5 million in Cash and $207.5 million of principal value of the Second Lien OpCo Term Loan to the Debtor;
               (e) Travelport Limited to create the New Sub;
               (f) Travelport Limited to deliver, as an investment, $135 million of principal value of the Second Lien OpCo Term Loan to the New Sub (the “New Sub Investment”);
               (g) the New Sub to deposit with the New Sub Escrow Agent the New Sub Investment;
               (h) the New Sub to execute and effect the New Sub Guarantee and the New Sub Pledge;
               (i) distribute $85 million dollars received from Travelport Limited to the Holders of the PIK Loan Unsecured Claims, on a Pro Rata basis, as a pay-down of PIK Loan (the “PIK Loan Cash Distribution”);

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               (j) distribute $207.5 million of the Second Lien OpCo Term Loan (the “Second Lien OpCo Term Loan Exchange Portion”) to the Holders of the PIK Loan Unsecured Claims in exchange for $207.5 million of the PIK Loan;
               (k) the Shareholder Party to form Travelport NewCo, and the Shareholder Party to transfer its 100% interest in Worldwide to Travelport NewCo in exchange for 100% of the equity of Travelport NewCo;
               (l) issue 40% of the fully diluted issued and outstanding common stock of Worldwide, as follows: (i) the Effective Date Common Stock Distribution to the Holders of PIK Loan Unsecured Claims on a Pro Rata basis and (ii) the Effective Date Common Stock Escrow Distribution to the Equity Escrow Agent (collectively, the “Common Stock Issuance”); provided, however in the event BMA Approval is not granted for any particular Holder of PIK Loan Unsecured Claims the issuance shall nonetheless be deemed effective subject to the satisfaction of the condition contained in Section 8.2(e) of this Plan. The shares of Worldwide that would otherwise be issued to Holder(s) that have not obtained BMA Approval will (i) be issued into escrow (along with any dividends, distributions or other consideration received in respect of the Worldwide shares), and (ii) will be released from escrow, along with any dividends, distributions or other consideration received, to such Holder(s) on such later date when BMA Approval is obtained. Holders(s) that have not obtained BMA Approval may transfer the right to receive such shares held in escrow to a valid transferee (as permitted pursuant to the Shareholders’ Agreement, but not subject to the right of first offer set forth therein). In the event BMA Approval is not obtained for the Holder or a valid transferee within three months following the Effective Date such undistributed shares of Worldwide shall be reallocated and distributed to the Holders of Allowed PIK Loan Unsecured Claims that have received BMA Approval on a Pro Rata basis;
               (m) execute the Shareholders’ Agreement, the Equity Escrow Agreement and the Registration Rights Agreement;
               (n) execute the Amendment Agreement and the Amended and Restated PIK Loan Credit Agreement, such amendments shall have become effective, and distribute the Tranche A Extended PIK Loan and the Tranche B Extended PIK Loan to the Holders of PIK Loan Unsecured Claims on a Pro Rata basis;
               (o) $4.5 million of the $89.5 million cash dividend received by the Debtor in accordance with Section 5.3(d) of this Plan will be retained by the Debtor for the payment of fees and expenses allocable to the Debtor, Worldwide or Travelport NewCo in connection with the transactions contemplated hereby, with any unused amount being applied to reduce the Tranche B Extended PIK Loan as soon as practicable after the Effective Date; and

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               (p) OpCo and the other Debtor-affiliates to the OpCo Credit Facility to execute the OpCo Credit Facility Amendment and such amendment shall have become effective (each of the foregoing (a) - (p) collectively, the “Conditions”).
          5.4 Reinstatement Of Equity Interests And The Common Stock Issuance. The reinstatement of Equity Interests by the Reorganized Debtor and the Common Stock Issuance, the Additional Share Distribution and the shares issued pursuant to the Management Incentive Plan are authorized without the need for any further corporate action (other than standard Worldwide corporate governance approval) or further notice to or action, order, or approval of the Bankruptcy Court or any other entity except for those expressly required pursuant to this Plan; provided, however that the Common Stock Issuance is subject to BMA Approval as described herein. On the Effective Date, Equity Interests in the Reorganized Debtor shall be retained and the Common Stock Issuance, consisting of the Effective Date Common Stock Distribution and the Effective Date Common Stock Escrow Distribution shall be made to the Holders of PIK Loan Unsecured Claims and the Equity Escrow Agent, as applicable.
          All shares issued in the Common Stock Issuance, the Additional Share Distribution, and pursuant to the Management Incentive Plan shall be duly authorized, validly issued and, if applicable, fully paid and non-assessable.
          5.5 Equity Escrow Distribution. Pursuant to Section 3.3 hereof, and as is also described in the Shareholders’ Agreement and the Equity Escrow Agreement, the Equity Escrow Agent shall make the Post-Effective Date Common Stock Distribution to Holders of PIK Loan Unsecured Claims on a Pro Rata basis in accordance with the Post-Effective Date Common Stock Distribution Schedule subject to the occurrence of a Liquidity Event as described in Section 5.6 hereof.
          5.6 Liquidity Event. As is also described in the Equity Escrow Agreement, upon the occurrence of a Liquidity Event, the Equity Escrow Agent will cease the Post-Effective Date Common Stock Distribution, and any shares of Worldwide still held by the Equity Escrow Agent thereafter shall be repurchased by Travelport NewCo for no additional consideration, and all dividends, distributions and other consideration received in respect of such shares shall be returned to Travelport NewCo; provided, however, in the event a Subject IPO or a Subject Transaction is not consummated as set forth in this Section 5.6, the Equity Escrow Agent shall resume the Post-Effective Date Common Stock Distribution in accordance with the Post-Effective Date Common Stock Distribution Schedule.
    In the event a Subject IPO is not closed within three months from the announcement date of the Subject IPO, resulting in the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash during that time period, then the Post-Effective Date Common Stock Distribution will continue in accordance with the Post-Effective Date Common Stock Distribution Schedule, and the release of shares of Worldwide by the Equity Escrow Agent contemplated herein shall be made as if no announcement had been made, subject to an automatic one-time three month extension to close the Subject

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      IPO for SEC approval or other applicable securities regulatory approval if the necessary approval is actively being sought using commercially reasonable best efforts but no decision has yet been made by the SEC or other applicable securities regulatory agency to approve.
 
    In the event a Subject Transaction is announced (i) prior to March 31, 2012 but is not closed (resulting in the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash during that time period) prior to October 31, 2012, or (ii) after March 31, 2012 but is not closed (resulting in the Amended and Restated PIK Loan Credit Agreement being paid in full in Cash during that time period) prior to six months following the announcement of the Subject Transaction, then the Post-Effective Date Common Stock Distribution will continue in accordance with the Post-Effective Date Common Stock Distribution Schedule, and the release of shares by the Equity Escrow Agent contemplated herein shall be made as if no announcement had been made; provided, however, that these closing deadlines are subject to an automatic one-time three-month extension if necessary regulatory approval of the sale, amalgamation or merger is actively being sought using commercially reasonable best efforts but no decision has yet been made by the regulatory agency to approve or block the Subject Transaction; provided further, however, in no case, may the time period between announcement and closing with respect to clause (i) above exceed 365 days and with respect to clause (ii) above exceed 270 days, before the Post-Effective Date Common Stock Distribution will continue in accordance with the Post-Effective Date Common Stock Distribution Schedule, and the release of shares by the Equity Escrow Agent contemplated herein shall be made as if no announcement had been made; provided further, however, that in any event, if and when any Subject Transaction is consummated the Post-Effective Date Common Stock Distribution will stop.
          5.7 Section 1145 And Other Exemptions. Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance and distribution of any securities contemplated by this Plan and any and all settlement agreements incorporated herein, including shares issued in the Common Stock Issuance, the Post-Effective Date Common Stock Distribution, the Additional Share Distribution and pursuant to the Management Incentive Plan shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act of 1933 (as now in effect or hereafter amended) and any other applicable law requiring registration prior to the offering, issuance, distribution or sale of securities.
          5.8 Additional Share Distribution. Pursuant to Section 3.3 hereof, the Disbursing Agent shall make a Pro Rata distribution of the Additional Shares to the Holders of PIK Loan Unsecured Claims in accordance with Section 3.3 hereof (the “Additional Share Distribution”); provided that the total amount of the Additional Shares issued shall be reduced to the extent necessary, in the reasonable opinion of tax counsel, in order to prevent an “ownership change” within the meaning of section 382(g) of the IRC, with respect to Worldwide, prior to the consummation of a sale, merger,

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amalgamation or IPO transaction (an “Ownership Change”). To the extent the full amount of the Additional Shares is not issued pursuant to the preceding sentence, (i) the Holders of PIK Loan Unsecured Claims will be issued such shares that have not yet been issued or receive an amount of Cash equal to the fair market value of such shares upon the earlier of the first date on which such shares can be issued without causing an Ownership Change or the consummation of a sale, merger, amalgamation or IPO transaction, respectively, unless, solely in the case of the issuance of the Additional Shares (and not in the case of payment of Cash), in the reasonable opinion of tax counsel, it would cause an Ownership Change; and (ii) until such time as all of the Additional Shares are issued or payment in Cash with respect to such shares is made, in each case pursuant to clause (i) above, Worldwide shall use its best reasonable efforts to prevent any “owner shift” or “equity structure shift” within the meaning of section 382(g) of the IRC with respect to Worldwide. In the event that the Majority Shareholder takes any action, directly or indirectly, to cause an Ownership Change, the Additional Shares will be promptly issued as described above.
          5.9 Treatment Of The Second Lien OpCo Term Loan, The Tranche A Extended PIK Loan And The Tranche B Extended PIK Loan. The Debtor, the Reorganized Debtor and Worldwide shall, and by accepting distributions pursuant to this Plan each Holder of an Allowed PIK Loan Unsecured Claim receiving distributions pursuant to this Plan shall be deemed to have agreed to, (i) treat each of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and the Second Lien OpCo Term Loan as debt for U.S. federal income tax purposes and (ii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Tranche A Extended PIK Loan, the Tranche B Extended PIK Loan and the Second Lien OpCo Term Loan as debt for U.S. federal income tax purposes.
          5.10 Treatment Of The Post-Effective Date Common Stock Distribution And The Additional Share Distribution. If a portion (the “Imputed Interest Potion”) of any Post-Effective Date Common Stock Distribution or Additional Share Distribution (collectively, the “Unreleased Worldwide Stock Distributions”) is recharacterized as imputed interest under the IRC pursuant to section 483 thereof or otherwise, the Debtor, the Reorganized Debtor and Worldwide shall, and by accepting distributions pursuant to this Plan each Holder of an Allowed PIK Loan Unsecured Claim receiving distributions pursuant to this Plan shall be deemed to have agreed to, (i) for all U.S. federal, state and local income tax purposes, treat the Imputed Interest Portion as paid first in the form of any Cash or property other than shares of Worldwide that are part of such Unreleased Worldwide Stock Distribution, and thereafter, to the extent necessary, a portion of the shares of Worldwide distributed in such Unreleased Worldwide Stock Distribution (such portion, the “Imputed Interest Shares”); (ii) treat any Imputed Interest Shares as separate shares (and not as a portion of each Worldwide share that is part of such Unreleased Worldwide Stock Distribution); and (iii) not take any position on any U.S. federal, state or local income or franchise tax return or take any other reporting position that is inconsistent with the treatment of the Imputed Interest Portion and the Imputed Interest Shares as provided in this Section 5.10.

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          5.11 Management Incentive Plan. The post-Effective Date Management Incentive Plan shall be implemented by the New Board of Worldwide subject to the terms of the Restructuring Support Agreement.
          5.12 Corporate Action. Each of the matters provided for under this Plan involving the corporate structure of the Debtor or the Reorganized Debtor or any corporate action to be taken by or required of the Debtor or the Reorganized Debtor shall be deemed to have occurred and be effective as provided herein, and shall be authorized, approved and, to the extent taken prior to the Effective Date, ratified in all respects without any requirement of further action by stockholders, members, creditors, directors, or managers of the Debtor or the Reorganized Debtor.
          5.13 Preservation Of Certain Causes Of Action. In accordance with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtor shall retain and may (but is not required to) enforce all Retained Actions. After the Effective Date, the Reorganized Debtor, in its sole and absolute discretion, shall have the right to bring, settle, release, compromise, or enforce such Retained Actions (or decline to do any of the foregoing), without further approval of the Bankruptcy Court. The Reorganized Debtor or any successors, in the exercise of their sole discretion, may pursue such Retained Actions so long as it is in the best interests of the Reorganized Debtor or any successors holding such rights of action. The failure of the Debtor to specifically list any claim, right of action, suit, proceeding or other Retained Action in this Plan does not, and will not be deemed to, constitute a waiver or release by the Debtor or the Reorganized Debtor of such claim, right of action, suit, proceeding or other Retained Action, and unless any causes of action against an entity are expressly waived, relinquished, exculpated, released, compromised or settled in this Plan or a Bankruptcy Court order, the Reorganized Debtor expressly reserves the right to pursue such claims, rights of action, suits, proceedings and other Retained Actions in its sole discretion and, therefore, no preclusion doctrine, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise) or laches will apply to such claim, right of action, suit, proceeding, or other Retained Action upon, after, or as a consequence of the Confirmation or consummation of this Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any claim, right of action, suit, proceeding or other Retained Action that the Debtor may hold against any entity shall vest in the Reorganized Debtor. The Reorganized Debtor, through its authorized agents or representatives, shall retain and may exclusively enforce any and all such claims, rights of action, suits, proceedings or other Retained Actions. The Reorganized Debtor reserves and shall retain the foregoing causes of action notwithstanding the rejection or repudiation of any Executory Contract during the Chapter 11 Case or pursuant to this Plan.
          5.14 Effectuating Documents; Further Transactions. The Debtor and the Reorganized Debtor, and their respective officers and designees, are authorized to execute, issue, deliver, file, or record such contracts, securities, instruments, releases, indentures, and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan, or to otherwise comply with applicable law, without further notice to or action,

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order, or approval of the Bankruptcy Court or any other entity except for those expressly required pursuant to this Plan.
          5.15 Exemption From Certain Transfer Taxes And Recording Fees. Pursuant to section 1146(a) of the Bankruptcy Code, any transfers from the Debtor to the Reorganized Debtor or to any other Person or entity pursuant to this Plan, or any agreement regarding the transfer of title to or ownership of the Debtor’s real or personal property will not be subject to any document recording tax, stamp tax, conveyance fee, sales tax, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, and the Confirmation Order will direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.
          5.16 Further Authorization. The Debtor and the Reorganized Debtor shall be entitled to seek such orders, judgments, injunctions, and rulings as they deem necessary to carry out the intentions and purposes, and to give full effect to the provisions, of this Plan.
          5.17 Dissolution Of Creditors’ Committee. The Debtor does not anticipate a Creditors’ Committee will be formed in the Chapter 11 Case because general unsecured creditors are Unimpaired under this Plan. Notwithstanding this, a Creditors’ Committee, if appointed, shall continue in existence until the Effective Date to exercise those powers and perform those duties specified in section 1103 of the Bankruptcy Code and shall perform such other duties as it may have been assigned by the Bankruptcy Court prior to the Effective Date. On the Effective Date, the Creditors’ Committee, if appointed, shall be dissolved and the Creditors’ Committee’s members shall be deemed released of all their duties, responsibilities, and obligations in connection with the Chapter 11 Case or this Plan and its implementation, and the retention or employment of the Creditors’ Committee’s attorneys, accountants, professionals, and other agents shall terminate, except with respect to (a) all Professional Fee Claims and (b) any appeals of the Confirmation Order.
ARTICLE VI
PROVISIONS GOVERNING DISTRIBUTIONS
          6.1 Allowed Claims And Interests. Notwithstanding any provision herein to the contrary, the Debtor or the Reorganized Debtor shall make distributions only to Holders of Allowed Claims. A Holder of a Disputed Claim shall receive only a distribution on account thereof when and to the extent that such Holder’s Disputed Claim becomes an Allowed Claim.

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          6.2 Distributions For Claims Allowed As Of The Effective Date. Except as otherwise provided in this Plan or as ordered by the Bankruptcy Court, distributions to be made on account of Claims that are Allowed Claims as of the Effective Date shall be made on the Effective Date. Any payment or distribution required to be made under this Plan on a day other than a Business Day shall be made on the next succeeding Business Day.
          6.3 Payments And Distributions On Disputed Claims. Distributions made after the Effective Date to Holders of Claims that are not Allowed Claims as of the Effective Date but which later become Allowed Claims shall be deemed to have been made on the Effective Date.
          6.4 Special Rules For Distributions To Holders Of Disputed Claims. Notwithstanding any provision otherwise in this Plan and except as otherwise agreed to by the relevant parties: (a) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until all such disputes in connection with such Disputed Claim have been resolved by settlement or Final Order, and (b) any entity that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution on the Allowed Claim unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order and the Disputed Claim has been Allowed.
          6.5 Interest And Penalties On Claims. Unless otherwise specifically provided for in this Plan or the Confirmation Order, or required by applicable bankruptcy law, postpetition interest and penalties shall not accrue or be paid on any Claims and no Holder of a Claim shall be entitled to interest and penalties accruing on or after the Petition Date through the date such Claim is satisfied in accordance with the terms of this Plan.
          6.6 Delivery Of Distributions And Undeliverable Or Unclaimed Distributions.
  (a)   Delivery Of Distributions In General
          Except as otherwise provided herein, the Disbursing Agent shall make distributions to Holders of Allowed Claims at the address for each such Holder as indicated on the Reorganized Debtor’s records as of the date of any such distribution; provided that the method of delivery of such distributions shall be determined at the discretion of the Reorganized Debtor.
  (b)   Fractional Shares
          No fractional shares will be issued or distributed in the Common Stock Issuance, the Additional Share Distribution or pursuant to the Management Incentive Plan under this Plan. The actual distribution of shares in the Common Stock Issuance,

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the Additional Share Distribution and pursuant to the Management Incentive Plan will be rounded to the next higher or lower number as follows: (i) fractions less than one-half (1/2) shall be rounded to the next lower whole number and (ii) fractions equal to or greater than one-half (1/2) shall be rounded to the next higher whole number. The total number of shares to be distributed in the Common Stock Issuance, the Additional Share Distribution and pursuant to the Management Incentive Plan will be adjusted as necessary to account for such rounding.
  (c)   Minimum Distributions
          Notwithstanding anything herein to the contrary, the Disbursing Agent shall not be required to make distributions or payments of Cash of less than the amount of $50 and shall not be required to make partial distributions or payments of fractions of dollars. Whenever any payment or distribution of a fraction of a dollar under this Plan would otherwise be called for, the actual payment or distribution will reflect a rounding of such fraction to the nearest whole dollar, with half dollars or less being rounded down.
  (d)   Means Of Cash Payment
          Payments of Cash made pursuant to this Plan shall be in U.S. dollars and shall be made, at the option and in the sole discretion of the Reorganized Debtor, by (a) checks drawn on or (b) wire transfer from a domestic bank selected by the Reorganized Debtor. Cash payments to foreign creditors may be made, at the option of the Reorganized Debtor, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.
  (e)   Undeliverable Distributions And Unclaimed Property
          In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided, however, that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year from the Effective Date. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtor (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder to such property or interest in property shall be discharged and forever barred.
          6.7 Withholding And Reporting Requirements. In connection with this Plan and all distributions thereunder, the Reorganized Debtor shall comply with all withholding and reporting requirements imposed by any federal, state, local, or foreign

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taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. The Reorganized Debtor shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements.
          6.8 Setoffs. Except as otherwise set forth herein, the Reorganized Debtor may, pursuant to section 553 of the Bankruptcy Code or applicable non-bankruptcy laws, but shall not be required to, set off against any Claim, the payments or other distributions to be made pursuant to this Plan in respect of such Claim, or claims of any nature whatsoever that the Debtor or the Reorganized Debtor may have against the Holder of such Claim; provided, however, that neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Reorganized Debtor of any such claim that the Debtor or the Reorganized Debtor may have against such Holder.
ARTICLE VII
TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES
          7.1 Assumption Of Executory Contracts And Unexpired Leases. On the Effective Date, all Executory Contracts or Unexpired Leases of the Debtor shall be deemed assumed in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, except those Executory Contracts or Unexpired Leases that have previously expired or terminated pursuant to their own terms. An Executory Contract or Unexpired Lease that is deemed to be assumed pursuant to the foregoing sentence shall be referred to as an “Assumed Contract.”
          Entry of the Confirmation Order by the Bankruptcy Court shall constitute findings by the Bankruptcy Court that (a) the Reorganized Debtor has properly provided for the cure of any defaults that might have existed, (b) each assumption is in the best interest of the Reorganized Debtor, its Estate, and all parties in interest in the Chapter 11 Case and (c) the requirements for assumption of any Executory Contract or Unexpired Lease to be assumed had been satisfied. Except as otherwise provided in the following sentence, all cure payments under any Assumed Contract would be made by the Reorganized Debtor on the Effective Date or as soon as practicable thereafter. In the event of a dispute, cure payments required by section 365(b)(1) of the Bankruptcy Code shall be paid upon entry of a Final Order resolving such dispute.
ARTICLE VIII
CONFIRMATION AND CONSUMMATION OF THE PLAN
          8.1 Conditions To Confirmation. The following are conditions precedent to Confirmation of this Plan each of which must be satisfied unless waived in accordance with Section 8.3 of this Plan.

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               (a) The Bankruptcy Court shall have approved the Disclosure Statement in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party.
               (b) The Confirmation Order, this Plan and all exhibits and annexes to each of this Plan and the Confirmation Order shall be in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party.
          8.2 Conditions To Effective Date. The Debtor shall request that the Confirmation Order include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule 3020(e), the Confirmation Order shall take effect immediately upon its entry. The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied or waived in accordance with Section 8.3 of this Plan:
               (a) The Confirmation Order, with this Plan and all exhibits and annexes to each, in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party, shall have been entered by the Bankruptcy Court and shall be a Final Order and shall, among other things, provide that the Debtor and the Reorganized Debtor are authorized to take all actions necessary or appropriate to enter into, implement, and consummate the PIK Loan Restructuring and other agreements or documents created in connection with this Plan.
               (b) All documents related to, provided for therein, or contemplated by the PIK Loan Restructuring, including the PIK Loan Restructuring Documents, in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party, shall have been executed and delivered, and all conditions precedent thereto shall have been satisfied (other than the occurrence of the Effective Date).
               (c) All authorizations, consents, and regulatory approvals required, if any, in connection with the consummation of this Plan shall have been obtained.
               (d) Worldwide and the Debtor shall have amended their organizational documents as required by the Bankruptcy Code and as necessitated by this Plan and the transactions contemplated thereby, in form and substance reasonably satisfactory to the Requisite Consenting Lenders.
               (e) BMA Approval shall have been given to (i) each of the Consenting Lenders and (ii) Holders of no less than 70% of the PIK Loan Unsecured

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Claims that have completed and submitted the documents required by the BMA to the BMA.
               (f) All actions, documents and agreements necessary to implement this Plan and the PIK Loan Restructuring shall be in form and substance reasonably satisfactory to the Debtor, the Requisite Consenting Lenders and the Shareholder Party and shall have been effected or executed as applicable, including but not limited to the Conditions.
               (g) The Debtor shall have sufficient Cash to make all required payments to be made on the Effective Date.
               (h) Execution by the Shareholder Party and Blackstone of Mutual Releases.
               (i) Travelport Limited (and its direct or indirect owners) shall have taken all action required for Travelport Limited to be treated as a disregarded entity under the IRC.
               (j) Worldwide and its direct or indirect owners shall not have taken any action, or omitted to take any action, prior to the Effective Date, if such action or omission would cause Worldwide to no longer be treated as a corporation under the IRC.
               (k) Worldwide shall have made a representation to the Requisite Consenting Lenders as to its capitalization on the Effective Date, and shall hold no assets other than its interests in the Debtor, and shall have, and represent that it has, no liabilities (other than obligations under the Shareholders’ Agreement).
               (l) The Debtor or OpCo shall have reimbursed the Initial Consenting Lenders and the Shareholder Party, without the need to file a fee application with the Bankruptcy Court, for the reasonable fees and expenses of each party’s respective select legal counsels and financial advisors, pursuant to the terms of the Restructuring Support Agreement.
          8.3 Waiver Of Conditions. Each of the conditions to the Effective Date set forth herein may be waived in whole or in part by the Person who is entitled to satisfaction of that condition, without any notice to parties in interest or the Bankruptcy Court and without a hearing. The failure to satisfy or waive any condition to the Effective Date may be asserted by the Debtor, the Requisite Consenting Lenders or the Shareholder Party (or as otherwise provided in the Restructuring Support Agreement)

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regardless of the circumstances giving rise to the failure of such condition to be satisfied. The failure of the Debtor, the Requisite Consenting Lenders and the Shareholder Party to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right that may be asserted at any time.
ARTICLE IX
EFFECT OF PLAN CONFIRMATION
          9.1 Binding Effect. This Plan shall be binding upon and inure to the benefit of the Debtor, its Estate, all present and former Holders of Claims and Interests, and their respective successors and assigns, including but not limited to the Reorganized Debtor.
          9.2 Revesting Of Assets. Except as otherwise explicitly provided in this Plan, on the Effective Date, all property comprising the Estate (including Retained Actions, but excluding property that has been abandoned pursuant to an order of the Bankruptcy Court) shall revest in the Reorganized Debtor, free and clear of all Claims, Liens, charges, encumbrances, rights and Interests of creditors and equity security holders. As of the Effective Date, the Reorganized Debtor may continue its business and use, acquire, and dispose of property and settle and compromise Claims or Interests without supervision of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by this Plan or the Confirmation Order.
          9.3 Releases And Related Matters
  (a)   Releases By Holders Of Claims And Interests
          To the maximum extent permitted by applicable law, as of the Confirmation Date (but subject to the occurrence of the Effective Date), for good and valuable consideration, the adequacy of which is hereby confirmed, each Holder of a Claim or Interest that affirmatively votes in favor of this Plan hereby forever releases, waives, and discharges all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, and liabilities, whatsoever against the Released Parties, arising under or in connection with or related to the Debtor, the Estate, the conduct of the Debtor’s business, the Chapter 11 Case, this Plan (other than the rights under this Plan and the documents that comprise the Plan Supplement, contracts, instruments, releases, indentures, and other agreements or documents delivered hereunder or contemplated hereby and thereby) or the Reorganized Debtor, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereunder arising, in law, equity, or otherwise, that are based in whole or in part on any act, omission, transaction, event, or other occurrence taking place on or

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prior to the Effective Date in any way relating to the Debtor, the Estate, the conduct of the Debtor’s business, the Chapter 11 Case, this Plan or the Reorganized Debtor.
  (b)   Releases By The Debtor, Its Estate And The Reorganized Debtor
          As of the Confirmation Date (but subject to the occurrence of the Effective Date), for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtor, the Reorganized Debtor and any Person seeking to exercise the rights of the Estate, including, without limitation, any successor to the Debtor or any estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code shall be deemed to forever release, waive, and discharge the Released Parties of all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities which the Debtor or the Estate is entitled to assert, whether known or unknown, liquidated or unliquidated, fixed or contingent, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, or otherwise, based in whole or in part upon any act or omission, transaction, or occurrence taking place on or prior to the Effective Date in any way relating to the Debtor, the Estate, the conduct of the Debtor’s business, the Chapter 11 Case, this Plan or the Reorganized Debtor with respect to each of the Released Parties; provided, however, that there shall be no such release, waiver or discharge on account of claims or obligations in respect of the rights and obligations under this Plan, the transaction documents, the documents that comprise the Plan Supplement, and the contracts, instruments, releases, and other agreements or documents delivered hereunder or contemplated hereby and thereby.
          9.4 Discharge Of The Debtor
               (a) Except as otherwise provided herein or in the Confirmation Order, (x) all consideration distributed under this Plan shall be in exchange for, and in full and final satisfaction, settlement, discharge, and release of, all Claims, Interests and causes of action of any nature whatsoever against the Debtor, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, liabilities of, Liens on, obligations of, rights and Interests in the Debtor or its assets or properties and, (y) regardless of whether any property shall have been abandoned by order of the Bankruptcy Court, retained, or distributed pursuant to this Plan on account of such Claims, upon the Effective Date, the Debtor shall be deemed discharged and released under section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims, including, but not limited to, demands and liabilities that arose before the Effective Date, and all debts of the kind specified in section 502 of the Bankruptcy Code, whether or not (i) a proof of claim based upon such debt is filed or deemed filed under section 501 of the Bankruptcy Code, (ii) a Claim based upon such debt is Allowed under section 502 of the Bankruptcy Code, (iii) a Claim based upon such debt is or has been

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disallowed by order of the Bankruptcy Court, or (iv) the Holder of a Claim based upon such debt accepted this Plan.
               (b) As of the Effective Date, except as provided in this Plan or the Confirmation Order, all Persons shall be precluded from asserting against the Debtor or the Reorganized Debtor, any other or further Claims, debts, rights, causes of action, claims for relief, liabilities, or Equity Interests relating to the Debtor based upon any act, omission, transaction, occurrence, or other activity of any nature that occurred prior to the Effective Date. Except as otherwise provided herein, any default by the Debtor or its affiliates with respect to any Claim that existed before or on account of the filing of the Chapter 11 Case shall be deemed cured on the effective date. Except as provided in this Plan or the Confirmation Order, the Confirmation Order shall be a judicial determination of the discharge of all such Claims and other debts and liabilities against the Debtor, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment obtained against the Debtor at any time, to the extent that such judgment relates to a discharged Claim.
          9.5 Compromises And Settlements. Pursuant to Bankruptcy Rule 9019(a), the Debtor may compromise and settle various Claims (a) against it and (b) that it has against other Persons. The Debtor expressly reserves the right (with Bankruptcy Court approval, following appropriate notice and opportunity for a hearing) to compromise and settle Claims against it and claims that it may have against other Persons up to and including the Effective Date. After the Effective Date, such right shall pass to the Reorganized Debtor as contemplated in Section 9.2 of this Plan, without any need for Bankruptcy Court approval.
          9.6 Injunction
               (a) Except as provided in this Plan or the Confirmation Order, as of the Effective Date, all Persons that have held, currently hold, may hold, or allege that they hold, a Claim, Interest, obligation, suit, judgment, damage, demand, debt, right, cause of action, or liability that is released, terminated, exculpated or discharged under this Article IX, along with their respective current and former employees, agents, officers, directors, managers, principals, affiliates, shareholders, and members, are permanently enjoined from taking any of the following actions against the Released Parties or their property on account of any such released, terminated or discharged Claim, Interest, obligation, suit, judgment, damage, demand, debt, right, cause of action, or liability: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order; (iii) creating, perfecting, or enforcing any Lien or encumbrance; (iv) asserting a setoff, right of subrogation, or recoupment of any kind against any debt, liability, or obligation due to any released Person; or (v) commencing or continuing any action, in each such case in any manner, in any

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place, or against any Person that does not comply with or is inconsistent with the provisions of this Plan or the Confirmation Order.
               (b) The rights afforded in this Plan and the treatment of all Claims and Interests herein shall be in exchange for and in complete satisfaction of all Claims and Interests of any nature whatsoever, including any interest accrued on Claims from and after the Petition Date, against the Debtor or any of its assets, property or Estate. Except as otherwise provided in this Plan or the Conformation Order, on the Effective Date, all such Claims against the Debtor shall be fully released and discharged, and the Interests shall be cancelled.
               (c) Except as otherwise provided in this Plan or the Confirmation Order, all Persons shall be precluded from asserting against the Debtor, the Debtor’s Estate, the Reorganized Debtor, each of their respective successors and assigns, and each of their assets and properties, any other Claims or Interests based upon any documents, instruments or any act or omission, transaction or other activity of any kind or nature that occurred before the Effective Date.
               (d) Without limiting the effect of the foregoing provision of this Section 9.6 upon any Person, by accepting distributions pursuant to this Plan, each Holder of an Allowed Claim receiving distributions pursuant to this Plan shall be deemed to have specifically consented to the injunctions set forth in this Section 9.6.
          9.7 Exculpation And Limitation Of Liability
               (a) Except as otherwise provided in this Plan or the Confirmation Order, none of the Released Parties shall have or incur, and each Released Party is hereby released and exculpated from, any liability to any Person or any of their respective agents, employees, representatives, advisors, attorneys, affiliates, shareholders, or members, or any of their successors or assigns, for any act or omission, whether occurring prior to, on or following the Petition Date, in connection with, relating to, or arising out of, the Chapter 11 Case, the Disclosure Statement, the transactions contemplated by or described in this Plan or related documents, the formulation, negotiation, or implementation of this Plan, the pursuit of Confirmation of this Plan, the Confirmation of this Plan, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, except for acts or omissions that are the result of gross negligence or willful misconduct. The Debtor, the Reorganized Debtor and their respective affiliates, agents, directors, officers, employees, advisors and attorneys have, and upon Confirmation of this Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of the securities pursuant to this Plan, and,

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therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule or regulation governing the solicitation of acceptances or rejections of this Plan or such distributions made pursuant to this Plan.
               (b) Notwithstanding any other provision of this Plan, no Person or any of their respective agents, employees, representatives, advisors, attorneys, affiliates, shareholders, or members, or any of their successors or assigns, shall have any right of action against the Released Parties for any act or omission, whether occurring prior to, on or following the Petition Date, in connection with, relating to, or arising out of, the Chapter 11 Case, the Disclosure Statement, the transactions contemplated by or described in this Plan or related documents, the formulation, negotiation, or implementation of this Plan, the pursuit of Confirmation of this Plan, the Confirmation of this Plan, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, except for acts or omissions that are the result of gross negligence or willful misconduct.
          9.8 Indemnification Obligations. Except as otherwise provided in this Plan or the Confirmation Order, in satisfaction and compromise of the Indemnitees’ Indemnification Rights: (a) all Indemnification Rights except those held by (i) Persons who are Released Parties and who are included in either the definition of “Insured Persons” or the “Insureds” in any of the policies providing the D&O Insurance and (ii) the Shareholder Party shall be released and discharged on and as of the Confirmation Date; provided that the Indemnification Rights excepted from the release and discharge shall remain in full force and effect on and after the Confirmation Date and shall not be modified, reduced, discharged, or otherwise affected in any way by the Chapter 11 Case; (b) the Debtor or Reorganized Debtor, as the case may be, covenant to use commercially reasonable efforts to cause OpCo to purchase and maintain D&O Insurance providing coverage for those Persons described in clause (a)(i) of this Section 9.8 whose Indemnification Rights are not being released and discharged on and as of the Confirmation Date, for a period of six years after the Confirmation Date insuring such parties in respect of any claims, demands, suits, causes of action, or proceedings against such Persons based upon any act or omission related to such Person’s service with, for, or on behalf of the Debtor or the Reorganized Debtor in at least the scope and amount as currently maintained by the Debtor (the “Insurance Coverage”); and (c) the Debtor or the Reorganized Debtor, as the case may be, hereby indemnify such Persons referred to in subclause (b) above to the extent of, and agree to pay for, any deductible or retention amount that may be payable in connection with any claim covered by either under the foregoing Insurance Coverage or any prior similar policy.
          9.9 Term Of Bankruptcy Injunction Or Stays. Unless otherwise provided in this Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Case pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in this Plan or the Confirmation Order) shall remain in full force and

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effect until the Effective Date. All injunctions or stays contained in this Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.
          9.10 Entire Agreement. Except as otherwise indicated, this Plan and the executed or final versions of the documents and agreements contained in the Plan Supplement supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into this Plan.
ARTICLE X
RETENTION OF JURISDICTION
          10.1 Retention Of Jurisdiction. Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction (unless otherwise indicated) over all matters arising out of, and related to, the Chapter 11 Case and this Plan to the fullest extent permitted by law, including, among other things, jurisdiction to:
               (a) resolve any matters related to the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which the Debtor is a party or with respect to which the Debtor or Reorganized Debtor may be liable and to hear, determine, and, if necessary, liquidate any Claims arising therefrom;
               (b) decide or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters and grant or deny any applications involving the Debtor that may be pending on the Effective Date (which jurisdiction shall be non-exclusive as to any such non-core matters);
               (c) enter such orders as may be necessary or appropriate to implement or consummate the provisions of this Plan and all contracts, instruments, releases, and other agreements or documents created in connection with this Plan, the Disclosure Statement, or the Confirmation Order;
               (d) resolve any cases, controversies, suits, or disputes that may arise in connection with the consummation, interpretation, or enforcement of this Plan or any contract, instrument, release, or other agreement or document that is executed or created pursuant to this Plan, or any entity’s rights arising from or obligations incurred in connection with this Plan or such documents, provided, however, that the Bankruptcy Court shall not have exclusive jurisdiction over matters arising out of, or related to, the PIK Loan Restructuring Documents;

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               (e) modify this Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code or modify the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with this Plan, the Disclosure Statement, or the Confirmation Order, or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, this Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with this Plan, the Disclosure Statement, or the Confirmation Order, in such manner as may be necessary or appropriate to consummate this Plan;
               (f) hear and determine all applications for compensation and reimbursement of expenses of Professionals under this Plan or under sections 330, 331, 503(b), and 1129(a)(4) of the Bankruptcy Code; provided, however, that from and after the Effective Date the payment of fees and expenses of the Reorganized Debtor, including Professional Fee Claims, shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court;
               (g) issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation, implementation, or enforcement of this Plan or the Confirmation Order;
               (h) adjudicate controversies arising out of the administration of the Estate or the implementation of this Plan;
               (i) hear and determine causes of action by or on behalf of the Debtor or the Reorganized Debtor;
               (j) enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason or in any respect modified, stayed, reversed, revoked, or vacated, or distributions pursuant to this Plan are enjoined or stayed;
               (k) determine any other matters that may arise in connection with or relate to this Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with this Plan, the Disclosure Statement, or the Confirmation Order, provided, however, that the Bankruptcy Court shall not have exclusive jurisdiction over matters arising out of, or related to, the PIK Loan Restructuring Documents;

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               (l) enforce all orders, judgments, injunctions, releases, exculpations, indemnifications, and rulings entered in connection with the Chapter 11 Case;
               (m) hear and determine such other matters as may be provided in the Confirmation Order or as may be authorized under the Bankruptcy Code; and
               (n) enter an order closing the Chapter 11 Case.
          10.2 Failure Of Bankruptcy Court To Exercise Jurisdiction. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter, including matters set forth in Section 10.1 of this Plan, the provisions of this Article X shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having jurisdiction with respect to such matter.
ARTICLE XI
ALLOWANCE AND PAYMENT OF
CERTAIN ADMINISTRATIVE CLAIMS
          11.1 Professional Fee Claims
               (a) Final Fee Applications. All final requests for Professional Fee Claims shall be filed no later than sixty (60) after the Effective Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court, the Allowed amounts of such Professional Fee Claims shall be determined by the Bankruptcy Court.
               (b) Payment of Interim Amounts. Subject to the Holdback Amount, on the Effective Date, the Debtor or the Reorganized Debtor shall pay all amounts owing to Professionals for all outstanding amounts relating to prior periods through the Effective Date. In order to receive payment on the Effective Date for unbilled fees and expenses incurred through such date, no later than two (2) days prior to the Effective Date, the Professionals shall estimate fees and expenses due for periods that have not been billed as of the Effective Date and shall deliver such estimate to counsel for the Debtor. Within fifteen (15) days after the Effective Date, a Professional receiving payment for the estimated period shall submit a detailed invoice covering such period.
               (c) On the Effective Date, the Debtor or the Reorganized Debtor shall pay to the Disbursing Agent, in order to fund the Holdback Escrow Account, Cash equal to the aggregate Holdback Amount for all Professionals for whom a deposit was

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made. The Disbursing Agent shall maintain the Holdback Escrow Account in trust for the Professionals with respect to whom fees have been held back. Such funds shall not be considered property of the Reorganized Debtor. The remaining amount of Professional Fee Claims owing to the Professionals shall be paid to such Professionals by the Disbursing Agent from the Holdback Escrow Account when such claims are finally allowed by the Bankruptcy Court. When all Professional Fee Claims have been paid in full, amounts remaining in the Holdback Escrow Account, if any, shall be paid to the Reorganized Debtor.
               (d) Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date will terminate, and the Reorganized Debtor shall employ and pay Professionals in the ordinary course of business (including the reasonable fees and expenses incurred by Professionals in preparing, reviewing, prosecuting or addressing any issues with respect to final fee applications).
          11.2 Other Administrative Claims. All other requests for payment of an Administrative Claim (other than as set forth in Section 11.1 of this Plan) must be filed with the Bankruptcy Court and served on counsel for the Debtor no later than thirty (30) days after the Effective Date. Unless the Debtor or the Reorganized Debtor object to an Administrative Claim by the Claims Objection Deadline, such Administrative Claim shall be deemed Allowed in the amount requested. In the event that the Debtor or the Reorganized Debtor objects to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be filed with respect to an Administrative Claim (a) which is paid or payable by the Debtor in the ordinary course of business or (b) the payment of which has been approved by the Bankruptcy Court.
ARTICLE XII
MISCELLANEOUS PROVISIONS
          12.1 Effectuating Documents And Further Transactions. The Debtor and the Reorganized Debtor shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of this Plan, including, without limitation, (a) the PIK Loan Cash Distribution, (b) the Second Lien OpCo Term Loan (pursuant to the New Sub Investment and the Second Lien OpCo Term Loan Exchange Portion), (c) the Second Lien OpCo Term Loan Guarantee, (d) the New Sub Guarantee and the New Sub Pledge, (e) the Common Stock Issuance, (f) the Additional Share Distribution, and (g) the Tranche A Extended PIK Loan and the Tranche B Extended PIK Loan.

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          12.2 Reservation Of Rights. Except as expressly set forth in this Plan, this Plan shall have no force or effect unless the Bankruptcy Court shall have entered the Confirmation Order. None of the filing of this Plan, any statement or provision contained in this Plan, or the taking of any action by the Debtor with respect to this Plan or the Disclosure Statement, shall be or shall be deemed to be an admission or waiver of any rights of the Debtor with respect to the Holders of Claims or Interests prior to the Effective Date.
          12.3 Corporate Action. Prior to, on, or after the Effective Date (as appropriate), all matters expressly provided for under this Plan and the PIK Loan Restructuring that would otherwise require approval of the stockholders or directors of the Debtor or the Reorganized Debtor shall be deemed to have occurred and shall be in effect prior to, on, or after the Effective Date (as appropriate) pursuant to the applicable general corporation or other applicable law of the jurisdiction in which the Debtor or the Reorganized Debtor is incorporated without any requirement of further action by the stockholders or directors of the Debtor or the Reorganized Debtor.
          12.4 Payment Of Statutory Fees. All fees payable pursuant to section 1930 of title 28, United States Code, as determined by the Bankruptcy Court, shall be paid for each quarter (including any fraction thereof) until the first to occur of the Chapter 11 Case being converted, dismissed, or closed.
          12.5 Amendment Or Modification Of This Plan. Subject to section 1127 of the Bankruptcy Code and, to the extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, the Debtor reserves the right to alter, amend, or modify this Plan, at any time prior to or after the Confirmation Date but prior to the substantial consummation of this Plan; provided, however, that the Debtor shall not be entitled to alter, amend, or modify this Plan without the prior consent of the Requisite Consenting Lenders and the Shareholder Party, except as provided in the Restructuring Support Agreement. If the Debtor alters, amends, or modifies this Plan in accordance with the foregoing sentence, a Holder of a Claim or Interest that has accepted this Plan shall be deemed to have accepted this Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim or Interest of such Holder.
          12.6 Severability Of Plan Provisions. If, prior to the Confirmation Date, any term or provision of this Plan is determined by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power, upon the request of the Debtor, to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of this Plan shall remain in full force and effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation.

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          The Confirmation Order shall constitute a judicial determination and shall be deemed to provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (a) valid and enforceable pursuant to its terms; (b) integral to this Plan and may not be deleted or modified without the Debtor’s consent; and (c) nonseverable and mutually dependent.
          12.7 Successors And Assigns. This Plan shall be binding upon and inure to the benefit of the Debtor, and its successors and assigns, including, without limitation, the Reorganized Debtor. The rights, benefits, and obligations of any entity named or referred to in this Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign, affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each entity.
          12.8 Revocation, Withdrawal, Or Non-Consummation. The Debtor, subject to the terms of the Restructuring Support Agreement in all respects, reserves the right to revoke or withdraw this Plan at any time prior to the Confirmation Date and to file other plans of reorganization. If the Debtor revokes or withdraws this Plan, or if Confirmation or consummation of this Plan does not occur, then (a) this Plan shall be null and void in all respects, (b) any settlement or compromise embodied in this Plan (including the fixing or limiting to an amount any Claim or Class of Claims), assumption of Executory Contracts or Unexpired Leases effected by this Plan, and any document or agreement executed pursuant to this Plan shall be deemed null and void, and (c) nothing contained in this Plan, and no acts taken in preparation for consummation of this Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, the Debtor or any other Person, (ii) prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor, or (iii) constitute an admission of any sort by the Debtor or any other Person.
          12.9 Notice. All notices, requests, and demands to or upon the Reorganized Debtor to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:
     
TRAVELPORT HOLDINGS LIMITED
  SKADDEN, ARPS, SLATE, MEAGHER
& FLOM LLP
22 Elm Place
  Four Times Square
Rye, New York 10580
  New York, New York 10036-6522
Telephone: (973) 939-1620
  Telephone: (212) 735-3000
Fax: (914) 967-0128
  Fax: (212) 735-2000
Att’n: Eric J. Bock
  Att’n: Jay M. Goffman, Esq.
 
  Att’n: J. Eric Ivester, Esq.
 
 
  Attorneys for Travelport Holdings Limited
          After the Effective Date, the Reorganized Debtor has authority to send a notice to entities that to continue to receive documents pursuant to Bankruptcy Rule 2002,

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that they must file a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtor is authorized to limit the list of entities receiving documents pursuant to Bankruptcy Rule 2002 to those entities who have filed such renewed requests.
          12.10 Governing Law. Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal law is applicable, or to the extent that an Exhibit or schedule to this Plan provides otherwise, the rights and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with, the laws of New York without giving effect to the principles of conflicts of law of such jurisdiction.
          12.11 Tax Reporting And Compliance. The Reorganized Debtor is hereby authorized, on behalf of the Debtor, to request an expedited determination under section 505(b) of the Bankruptcy Code of the tax liability of the Debtor for all taxable periods ending after the Petition Date through, and including, the Effective Date.
          12.12 Exhibits. All Exhibits to this Plan are incorporated and are a part of this Plan as if set forth in full herein.
          12.13 Filing Of Additional Documents. On or before the date of filing of the Plan Supplement, the Debtor shall file such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan.
          12.14 Conflicts. In the event that provisions of the Disclosure Statement and provisions of this Plan conflict, the terms of this Plan shall govern.
          12.15 Waiver Or Estoppel. Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtor or its counsel or any other entity, if such agreement was not disclosed in this Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court prior to the Confirmation Date.
Remainder of Page Left Intentionally Blank

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Dated:   Rye, New York
September 21, 2011
         
  TRAVELPORT HOLDINGS LIMITED
 
 
  By:   /s/ Philip Emery    
    Name:   Philip Emery   
    Title:   Executive Vice President
and Chief Financial Officer 
 

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EXHIBIT A
TO
PREPACKAGED PLAN OF REORGANIZATION OF
TRAVELPORT HOLDINGS LIMITED
AMENDMENT AGREEMENT

 


 

     FIRST AMENDMENT AND RESTATEMENT AGREEMENT, dated as of [], 2011 (collectively with the Exhibits and Schedules attached hereto, this “Amendment”), to the CREDIT AGREEMENT, dated as of March 27, 2007 (as amended thereafter but prior to the Restatement Effective Date (as defined below), the “Existing Credit Agreement”), among TRAVELPORT HOLDINGS LIMITED, a company incorporated under the laws of Bermuda (the “Borrower”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and UBS SECURITIES LLC and LEHMAN COMMERCIAL PAPER INC., as Co-Syndication Agents.
          A. The Borrower has issued indebtedness under the Existing Credit Agreement.
          B. The maturity of the indebtedness outstanding under the Existing Credit Agreement requires the restructuring of the indebtedness of the Borrower and certain of its direct and indirect subsidiaries, including without limitation Travelport LLC.
          C. In connection with the financial restructuring of the Borrower, to be consummated out-of-court or in connection with a Chapter 11 Plan (as defined in the Restated Credit Agreement (as defined below)) as contemplated by the RSA (as defined in the Restated Credit Agreement (as defined below)) the Borrower has requested an amendment to the Existing Credit Agreement pursuant to which (a) certain of the Existing Loans (as defined below) shall be repaid, exchanged or converted (in a manner that extends the maturity date for repayment thereof) in accordance with the terms of this Amendment, and (b) certain other provisions of the Existing Credit Agreement will be amended as set forth herein, and the Lenders are willing to consent thereto, in each case, on the terms and subject to the conditions set forth herein.
          D. In connection therewith and to induce the Lenders to agree to such amendments (including such extensions of maturity), Travelport Limited shall make extensions of credit to Travelport LLC under and pursuant to the terms of the Second Lien Credit Agreement (as defined in the Restated Credit Agreement (as defined below)) on or prior to the Restatement Effective Date (as defined below).
          E. In order to effect the foregoing, the Borrower and the other parties hereto desire to amend and restate, as of the Restatement Effective Date, the Existing Credit Agreement, on the terms and subject to the conditions set forth herein.
          Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders party hereto hereby agree as follows:

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          SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement or the Restated Credit Agreement, as the context may require. The provisions of Section 1.02 of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. As used herein: “Existing Loan” means a “Loan” (as defined in the Existing Credit Agreement) that remains outstanding as of the Restatement Effective Date immediately prior to giving effect to the transactions contemplated by clauses (i) through (vi) of Section 3(a) below. “Travelport” and “Opco” have the meanings assigned to such terms in the Restated Credit Agreement.
          SECTION 2. Amendment and Restatement. Effective as of the Restatement Effective Date, but subject to clauses (i) through (iv) of Section 3(a) occurring immediately prior to or concurrently with the Restatement Effective Date (as set forth in Section 3(a) below), and the Conversion occurring as of, and after giving effect to, the Restatement Effective Date, the Existing Credit Agreement, including the schedules and exhibits attached thereto, is hereby amended and restated in its entirety to be in the form of the Amended and Restated Credit Agreement, including the schedules and exhibits attached thereto, attached as Exhibit A hereto (the Existing Credit Agreement, including the schedules and exhibits attached thereto, as so amended and restated, the “Restated Credit Agreement”).
          SECTION 3. Concerning the Existing Loans.
          (a) Prior to the Restatement Effective Date, certain of the Existing Loans were previously made to the Borrower under the Existing Credit Agreement, which remain outstanding as of the Restatement Effective Date. Subject to the terms and conditions set forth in this Amendment, the Borrower and each of the Lenders agree that:
          (i) Immediately prior to the Restatement Effective Date, all accrued and unpaid interest on the Existing Loans as of the Restatement Effective Date that has not been previously capitalized and added to principal of the Existing Loans (the “Additional Interest”) shall be capitalized and added to principal of the Existing Loans (the Existing Loans plus the Additional Interest, the “Exchange Amount”).
          (ii) After giving effect to the capitalization of accrued and unpaid interest described in clause (i) above (but before giving effect to the transactions contemplated by clauses (iii) and (iv) below), immediately prior to the Restatement Effective Date, the aggregate outstanding principal amount (for the avoidance of doubt, including capitalized interest) of the Existing Loans is $[].
          (iii) Immediately prior to or concurrently with the Restatement Effective Date, the Borrower shall repay in cash to each Lender to whom an Existing Loan is owed its Pro Rata Share (as defined in the Existing Credit Agreement) of $85,000,000 on account thereof.

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          (iv) Immediately prior to or concurrently with the Restatement Effective Date, each Lender holding an Existing Loan, after giving effect to the prepayment described in clause (iii) above, shall exchange at par its Pro Rata Share of principal amount of Existing Loans in an aggregate outstanding principal amount (for the avoidance of doubt, including capitalized interest) of $207,500,000 and shall receive in return therefor an amount equal to the equivalent ratable share of Second Lien Tranche A Loans in an aggregate outstanding original principal amount of $207,500,000 (the “Exchange”). Upon the consummation of the Exchange, any Existing Loans exchanged pursuant to this clause (iv) shall be automatically and immediately cancelled and terminated.
          (v) On the Restatement Effective Date, each Lender holding an Existing Loan, after giving effect to the Exchange described in clause (iv) above, shall convert at par its Pro Rata Share of $135,000,000 of principal amount of Existing Loans into an equivalent ratable share of $135,000,000 of original principal amount of Extended Tranche A Loans (the “Tranche A Conversion”).
          (vi) On the Restatement Effective Date, each Lender holding an Existing Loan, after giving effect to the Tranche A Conversion described in clause (v) above and the transactions described in clauses (iii) and (iv) above, shall convert at par its Pro Rata Share of the balance of the Exchange Amount into an equivalent ratable share of an equal original principal amount of Extended Tranche B Loans (the “Tranche B Conversion” and, together with the Tranche A Conversion, the “Conversion”).
          (vii) Prior to the Restatement Effective Date, TDS Investor (Cayman) L.P., the direct parent of the Borrower’s direct parent, Travelport Worldwide Limited (“Travelport Worldwide”), will have formed a new Bermuda exempted company, which in turn shall become the direct parent of Travelport Worldwide.
          (b) It is understood and agreed that, after giving effect to the Conversion, with respect to each Lender, the aggregate principal amount of Extended Tranche A Loans and Extended Tranche B Loans of such Lender is set forth on Schedule 2.01A opposite the name of such Lender. The records of the Administrative Agent with respect to the matters set forth on Schedule 2.01A shall be conclusive and binding on the Lenders, absent manifest error.
          (c) None of transactions set forth in this Section 3 shall be deemed to be a conversion of any Existing Loan into a Loan of a different Type or with a different Interest Period or, except to the extent expressly set forth in this Section 3 with respect to the prepayment described in Section 3(a) and the Exchange, a payment or prepayment of any Existing Loan, and the parties hereto hereby agree that no breakage or similar costs will accrue solely as a result of the transactions contemplated by this Section 3.
          (d) Notwithstanding anything to the contrary herein, in the Existing Credit Agreement or in the Restated Credit Agreement, the Borrower may make the

3


 

prepayments, Exchange and Conversion described in this Section 3 without premium or penalty, and the Administrative Agent and each of the Lenders waive prior notice thereof and any requirements as to minimum prepayment amounts set forth in the Existing Credit Agreement or the Restated Credit Agreement.
          SECTION 4. Representations and Warranties. The Borrower hereby represents and warrants to each other party hereto that:
          (a) The execution, delivery and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within its corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Borrower’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.10 of the Restated Credit Agreement), or require any payment to be made under (A) any Contractual Obligation to which the Borrower is a party or which affects the Borrower or the properties of the Borrower or any of its Subsidiaries, or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or any of its properties is subject, or (iii) violate any material Law; except with respect to any conflict, breach, contravention or payment (but not creation of Liens) referred to in clause (ii)(A), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.
          (b) This Amendment has been duly executed and delivered by the Borrower. This Amendment constitutes, and, on and after the amendment and restatement of the Existing Credit Agreement on Restatement Effective Date, the Restated Credit Agreement will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity.
          (c) After giving effect to the Restated Credit Agreement, no Default has occurred and is continuing.
          SECTION 5. Effectiveness. This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Restatement Effective Date”):
          (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower and/or Travelport Guarantor, as applicable, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel and to the Requisite Consenting Lenders (as defined in the RSA):
  (i)   executed counterparts of this Amendment from the Borrower and each lender party to the Existing Credit Agreement;

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  (ii)   executed counterparts of the Escrow Agreement and the Guaranty from Travelport Guarantor;
 
  (iii)   a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Restatement Effective Date;
 
  (iv)   an executed solvency certificate from the Chief Financial Officer of the Borrower;
 
  (v)   an executed certificate from a Responsible Officer of each of the Borrower and Travelport Guarantor (or in the case of Travelport Guarantor, of a parent company acting on behalf of Travelport Guarantor) each certifying, after giving effect to the Restated Credit Agreement, (i) the absence of any Default and (ii) the accuracy, in all material respects, of representations and warranties of the Borrower in the Restated Credit Agreement; and
 
  (vi)   a certificate from a Responsible Officer of each of the Borrower and Travelport Guarantor (or in the case of Travelport Guarantor, of a parent company acting on behalf of Travelport Guarantor) each attaching (i) a copy of its Organization Documents, certified as of the Restatement Effective Date or a recent date prior thereto by the appropriate governmental authority; (ii) signature and incumbency certificates of the officers of such Person executing the Loan Documents and Travelport Guarantor Loan Documents to which such Person is a Party; (iii) resolutions of the board of directors, board of managers or similar governing body (and, if applicable, of the shareholders or members) of such Person approving and authorizing the execution, delivery and performance of this Amendment, the other Loan Documents and Travelport Guarantor Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary, director, counsel, attorney or other Responsible Officer as being in full force and effect without modification or amendment; (iv) if applicable in the jurisdiction of incorporation, organization or formation, as applicable, of such Person, a good standing, status or similar certificate from the applicable governmental authority of such Person’s jurisdiction of incorporation, organization or formation, each dated the Restatement Effective Date or a recent date prior thereto; and (v) other certificates of Responsible Officers of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the other Loan Documents and, as applicable, the Travelport Guarantor Loan Documents.

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     (b) The Administrative Agent shall have received copies of opinions from Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Borrower, and from Conyers Dill & Pearman, Bermuda counsel to the Borrower, each such opinion addressed to the Administrative Agent and each Lender and addressing due authorization, execution and delivery of this Amendment and enforceability of the Restated Credit Agreement.
     (c) The Administrative Agent shall have received all fees and other amounts due and payable to it, and each Initial Consenting Lender (as defined in the RSA) shall have received all fees and other amounts due and payable to it under the RSA or the Chapter 11 Plan, as applicable, in connection with this Amendment and invoiced before the Restatement Effective Date, including reimbursement or payment of all reasonable and documented out of pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by the Borrower in connection with the Amendment.
     (d) The representations and warranties of the Borrower contained in Article V of the Restated Credit Agreement and in Section 4 of this Amendment shall be true and correct in all material respects on the Restatement Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.
     (e) After giving effect to the Restated Credit Agreement, no Default shall exist, or would result from consummation of the Transaction.
     (f) The Borrower shall have delivered to the Administrative Agent fully executed copies of the Second Lien Credit Agreement and the other documents governing the Second Lien Credit Facilities that are to be executed and delivered on or prior to the Restatement Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent. The Second Lien Credit Facilities shall be in full force and effect and the Second Lien Loans shall have been issued by Travelport to Opco in exchange for the Travelport Intercompany Note.
     (g) Prior to or concurrently with the Restatement Effective Date:
          (i) Travelport shall have (i) contributed Second Lien Tranche B Loans in an aggregate principal amount of $135,000,000 to Travelport Guarantor as a capital contribution, (ii) made a cash dividend in the amount of $89,500,000 to the Borrower and (iii) distributed Second Lien Tranche A Loans in an aggregate principal amount of $207,500,000 to the Borrower;
          (ii) the Borrower shall have made the repayments of Existing Loans as described in Section 3(a)(iii); and
          (iii) the Exchange shall have been consummated.

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          (h) The Borrower shall have delivered to the Administrative Agent (x) evidence reasonably satisfactory to the Administrative Agent that a new bankruptcy-remote Subsidiary (“Travelport Guarantor”) of Travelport has been formed and (y) copies of all Organization Documents of Travelport Guarantor, each in form and substance reasonably satisfactory to the Required Extended Tranche A Lenders. As of the Restatement Effective Date, Travelport Guarantor shall be in good standing and existing under the laws of the jurisdiction of its organization and its Organization Documents shall be in full force and effect.
          (i) Concurrently with the effectiveness of the Restated Credit Agreement, (i) the Borrower shall have delivered to the Administrative Agent executed copies of the Shareholders Agreement, Registration Rights Agreement and Equity Escrow Agreement, each in form and substance reasonably satisfactory to a majority of the New Restatement Date Holders, and (ii) the Shareholders Agreement, Registration Rights Agreement and Equity Escrow Agreement shall be in full force and effect.
          (j) The Administrative Agent shall have received a form UCC-1 financing statement, naming Travelport Guarantor as debtor and the Administrative Agent as secured party, in proper form for filing with the Secretary of State of the State of Delaware.
          (k) Concurrently with the effectiveness of the Restated Credit Agreement, Travelport Worldwide shall have issued 15% of its fully diluted common shares directly to the Lenders under the terms set forth in the RSA, with an additional 25% of its fully diluted shares being issued to a third party escrow account as set forth in the Escrow Agreement as required by the RSA.
          (l) The Fourth Amendment and Restatement Agreement, dated as of , 2011 in a form consistent with the RSA, to the Third Amended and Restated Credit Agreement, dated as of August 23, 2006, among Travelport LLC, Travelport limited, Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC, the lender parties thereto, Credit Suisse Securities (USA) LLC and the other parties thereto shall be in full force and effect.
          (m) Travelport Worldwide shall (1) hold no assets other than Equity Interests in Borrower and (2) have no liabilities other than its obligations under the Shareholders’ Agreement, and a Responsible Officer of Parent shall certify that clauses (1) and (2) above of this subsection (m) are true and correct.
          (n) Blackstone Capital Partners (Cayman) V L.P.; Blackstone Capital Partners (Cayman) V-A L.P.; BCP (Cayman) V-S L.P.; Blackstone Family Investment Partnership (Cayman) V L.P.; Blackstone Family Investment Partnership (Cayman) V-SMD L.P.; Blackstone Participation Partnership (Cayman) V L.P.; and BCP V Co-Investors (Cayman) L.P. and each of their successors and assigns with respect to their interests in TDS Investor (Cayman) L.P., and TDS Investor (Cayman) L.P. shall execute and deliver mutual releases in a form consistent with the RSA and as set forth in the Chapter 11 Plan.

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          (o) The RSA shall be in full force and effect.
          (p) The Chapter 11 Plan shall be effective, if necessary.
          (q) The Lenders shall have received all customary documentation and other information reasonably requested by the Lenders and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001) the “PATRIOT Act”).
          SECTION 6. Effect of this Amendment; Certain Authorizations. (a) Except as expressly set forth herein, including in the Restated Credit Agreement, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents, or the Lenders under the Existing Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect as amended and restated by the Restated Credit Agreement. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Restated Credit Agreement or any other Loan Document in similar or different circumstances.
          (b) On and after the Restatement Effective Date, each reference in the Existing Credit Agreement or the Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing Credit Agreement in any other Loan Document, shall be deemed to be a reference to the Restated Credit Agreement as amended and restated hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Existing Credit Agreement, the Restated Credit Agreement and the other Loan Documents.
          (c) The Lenders party hereto hereby authorize the Required Lenders to enter into such amendment or amendments to the Restated Credit Agreement or any other Loan Document as shall be appropriate, in the judgment of the Required Lenders, to give effect to the transactions contemplated hereby (including the Conversion) or to cure any ambiguity, omission, defect or inconsistency relating to effectuation of the transactions contemplated hereby.
          (d) Each Lender party hereto (i) acknowledges that it has made its own analysis and decision to enter into this Amendment, the Restated Credit Agreement and the other Loan Documents being executed or agreed to in connection herewith, and that neither the Administrative Agent or any of its officers, directors, employees, agents or attorneys-in-fact has made any express or implied representation or warranty, or shall be deemed to have any responsibility or duty, with respect to the completeness, sufficiency or performance thereof, and (ii) by delivering its signature page to this Amendment shall

8


 

be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document, each Travelport Guarantor Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent on the Restatement Effective Date pursuant to the terms hereof.
          SECTION 7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
          SECTION 8. Governing Law. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
          SECTION 9. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[Remainder of page intentionally left blank]

9


 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
         
  TRAVELPORT HOLDINGS LIMITED, as
the Borrower,
 
 
  by      
    Name:      
    Title:      

 


 

         
         
  CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
 
 
  by      
    Name:      
    Title:      
 
     
  by      
    Name:      
    Title:      

 


 

         
         
  Name of Lender:
 
 
  by      
    Name:      
    Title:      
 
  For any Person requiring a second signature block:
 
 
  by      
    Name:      
    Title:      
 

 


 

SCHEDULE 2.01A TO
FIRST AMENDMENT AND RESTATEMENT AGREEMENT
TO CREDIT AGREEMENT OF TRAVELPORT HOLDINGS LIMITED
Schedule 2.01A
Extended Tranche A Loans and Extended Tranche B Loans
                 
    Extended   Extended
    Tranche A   Tranche B
Lender   Loans (USD)   Loans (USD)
[]
  $ []     $ []  
[]
  $ []     $ []  
[]
  $ []     $ []  
TOTAL:
  $ []     $ []  
          The aggregate principal amount of Existing Loans, after giving effect to the prepayment in cash and the Exchange described in Section 3 of this Amendment, that shall convert into (i) Extended Tranche A Loans and (ii) Extended Tranche B Loans, respectively, pursuant to this Amendment, is set forth above.

 


 

EXHIBIT A

 


 

 
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of [], 2011,

among
TRAVELPORT HOLDINGS LIMITED,
as Borrower,
Credit Suisse AG, Cayman Islands Branch,
as Administrative Agent,
THE LENDERS PARTY HERETO,
UBS SECURITIES LLC and
LEHMAN COMMERCIAL PAPER INC.,
as Co-Syndication Agents,
CREDIT SUISSE SECURITIES (USA) LLC and
UBS SECURITIES LLC,
as Co-Lead Arrangers,
and
CREDIT SUISSE SECURITIES (USA) LLC
UBS SECURITIES LLC
LEHMAN BROTHERS INC.
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
GOLDMAN SACHS CREDIT PARTNERS L.P.
J.P. MORGAN SECURITIES INC. and
MORGAN STANLEY SENIOR FUNDING INC.,
as Joint Bookrunners
 

 


 

TABLE OF CONTENTS
         
    Page  
ARTICLE I

Definitions and Accounting Terms
 
       
Section 1.01 Defined Terms
    2  
Section 1.02 Other Interpretive Provisions
    53  
Section 1.03 Accounting Terms
    54  
Section 1.04 Rounding
    54  
Section 1.05 References to Agreements, Laws, Etc.
    54  
Section 1.06 Times of Day
    54  
Section 1.07 Timing of Payment of Performance
    54  
Section 1.08 Currency Equivalents Generally
    54  
 
       
ARTICLE II

The Loans
 
       
Section 2.01 The Loans
    55  
Section 2.02 Conversions and Continuations of Loans
    56  
Section 2.03 Prepayments
    57  
Section 2.04 [Reserved]
    58  
Section 2.05 Repayment of Loans
    58  
Section 2.06 Interest
    58  
Section 2.07 Fees
    59  
Section 2.08 Computation of Interest and Fees
    59  
Section 2.09 Evidence of Indebtedness
    59  
Section 2.10 Payments Generally
    60  
Section 2.11 Sharing of Payments
    62  
Section 2.12 Tax Treatment
    63  
 
       
ARTICLE III

Taxes, Increased Costs Protection and Illegality
 
       
Section 3.01 Taxes
    63  
Section 3.02 Illegality
    65  
Section 3.03 Inability to Determine Rates
    65  
Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans
    66  
Section 3.05 Funding Losses
    67  
Section 3.06 Matters Applicable to All Requests for Compensation
    68  
Section 3.07 Replacement of Lenders under Certain Circumstances
    69  
Section 3.08 Survival
    70  

 


 

         
    Page  
ARTICLE IV

Conditions Precedent to Effectiveness
Section 4.01 Restatement Effective Date
    70  
 
       
ARTICLE V

Representations and Warranties
 
       
Section 5.01 Existence, Qualification and Power; Compliance with Laws
    70  
Section 5.02 Authorization; No Contravention
    71  
Section 5.03 Governmental Authorization; Other Consents
    71  
Section 5.04 Binding Effect
    71  
 
       
ARTICLE VI

Successors
 
       
Section 6.01 Merger, Consolidation or Sale of All or Substantially All Assets
    72  
Section 6.02 Successor Corporation Substituted
    73  
 
       
ARTICLE VII

Covenants
 
       
Section 7.01 Reports and Other Information
    73  
Section 7.02 Compliance Certificate
    74  
Section 7.03 Taxes
    75  
Section 7.04 Stay, Extension and Usury Laws
    75  
Section 7.05 Limitation on Restricted Payments
    75  
Section 7.06 Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries
    81  
Section 7.07 Limitation on the Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
    83  
Section 7.08 Asset Sales
    90  
Section 7.09 Transactions with Affiliates
    94  
Section 7.10 Liens
    97  
Section 7.11 Existence
    98  
Section 7.12 Offer to Prepay Upon a Change of Control
    98  
Section 7.13 Limitation on Guarantees of Indebtedness of Restricted Subsidiaries
    99  
Section 7.14 Discharge of Certain Covenants
    100  
Section 7.15 Modification of Related Documents
    101  
Section 7.16 Escrow Arrangements
    102  
Section 7.17 Travelport Guarantor
    102  

ii


 

         
    Page  
ARTICLE VIII

Events Of Default and Remedies
 
       
Section 8.01 Events of Default
    103  
Section 8.02 Acceleration
    107  
Section 8.03 Other Remedies
    108  
Section 8.04 Waiver of Past Defaults
    108  
Section 8.05 Control by Majority
    108  
Section 8.06 [Reserved]
    109  
Section 8.07 Restoration of Rights and Remedies
    109  
Section 8.08 Rights and Remedies Cumulative
    109  
Section 8.09 Delay or Omission Not Waiver
    109  
Section 8.10 Priorities
    109  
 
       
ARTICLE IX

Administrative Agent and Other Agents
 
       
Section 9.01 Appointment and Authorization of Agents
    110  
Section 9.02 Delegation of Duties
    112  
Section 9.03 Liability of Agents
    112  
Section 9.04 Reliance by Agents
    112  
Section 9.05 Notice of Default
    113  
Section 9.06 Credit Decision; Disclosure of Information by Agents
    113  
Section 9.07 Indemnification of Agents
    114  
Section 9.08 Agents in their Individual Capacities
    114  
Section 9.09 Successor Agents
    115  
Section 9.10 Administrative Agent May File Proofs of Claim
    115  
Section 9.11 Other Agents; Arrangers and Managers
    116  
Section 9.12 Appointment of Supplemental Administrative Agents
    116  
Section 9.13 Escrowed Property Matters
    117  
Section 9.14 Voting
    118  
 
       
ARTICLE X

Miscellaneous
 
       
Section 10.01 Amendments, Etc.
    118  
Section 10.02 Notices and Other Communications; Facsimile Copies
    121  
Section 10.03 No Waiver; Cumulative Remedies
    124  
Section 10.04 Attorney Costs, Expenses and Taxes
    124  
Section 10.05 Indemnification by the Borrower
    125  
Section 10.06 Payments Set Aside
    126  
Section 10.07 Successors and Assigns
    126  
Section 10.08 Confidentiality
    130  
Section 10.09 Setoff
    131  

iii


 

         
    Page  
Section 10.10 Interest Rate Limitation
    131  
Section 10.11 Counterparts
    131  
Section 10.12 Integration
    131  
Section 10.13 Survival of Representations and Warranties
    132  
Section 10.14 Severability
    132  
Section 10.15 GOVERNING LAW
    132  
Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY
    133  
Section 10.17 Binding Effect
    133  
Section 10.18 Judgment Currency
    133  
Section 10.19 Lender Action
    133  
Section 10.20 USA PATRIOT Act
    134  
SCHEDULES
     
2.01A
  Extended Tranche A Loans and Extended Tranche B Loans
10.02
  Administrative Agent’s Office, Certain Addresses for Notices
A
  New Equity Holders
EXHIBITS
Form of
     
A
  Committed Loan Notice
B
  Extended Tranche A Note
C
  Extended Tranche B Note
D
  Assignment and Assumption
E
  Escrow Agreement
F
  Guaranty

iv


 

AMENDED AND RESTATED CREDIT AGREEMENT
          This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of [], 2011, among TRAVELPORT HOLDINGS LIMITED, a company incorporated under the laws of Bermuda (the “Borrower”), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders”) and UBS SECURITIES LLC and LEHMAN COMMERCIAL PAPER INC., as Co-Syndication Agents.
PRELIMINARY STATEMENTS
          The Borrower, the Administrative Agent, the lenders party thereto and the other financial institutions and Persons party thereto have previously entered into a Credit Agreement, dated as of March 27, 2007 (as amended thereafter but prior to the Restatement Effective Date (as defined below), the “Original Credit Agreement”).
          The maturity of the indebtedness outstanding under the Original Credit Agreement requires the restructuring of the indebtedness of the Borrower and certain of its direct and indirect subsidiaries, including without limitation Travelport LLC.
          On the Restatement Effective Date, at the request of the Borrower in connection with the financial restructuring of the Borrower to be consummated out-of-court or in connection with a Chapter 11 Plan as contemplated by the RSA, (a) the Original Credit Agreement has been amended and restated in the form of this Agreement, (b) certain Existing Loans (as defined below) have been repaid as set forth in the First Amendment and Restatement Agreement (as defined below), (c) the Exchange (as defined below) has been consummated pursuant to the First Amendment and Restatement Agreement and (d) all other Existing Loans, after giving effect to the prepayments and the Exchange described above, have been converted to Extended Tranche A Loans or Extended Tranche B Loans pursuant to the First Amendment and Restatement Agreement. In connection therewith and to induce the Lenders to agree to such amendment and restatement, Travelport Limited has agreed to make, and has made, extensions of credit to Travelport LLC under and pursuant to the terms of the Second Lien Credit Agreement (as defined below) on or prior to the Restatement Effective Date.
          From and after the Restatement Effective Date, the Extended Tranche A Loans and the Extended Tranche B Loans shall be governed in all respects by the terms and conditions of this Agreement.
          In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1


 

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
          Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
          “2014 Senior Notes” means, collectively, (a) $450,000,000 in aggregate principal amount of Opco’s 97/8% senior dollar fixed rate notes due 2014, (b) $150,000,000 in aggregate principal amount of Opco’s dollar floating rate senior unsecured notes due 2014 and (c) €235,000,000 in aggregate principal amount of Opco’s euro floating rate senior unsecured notes due 2014.
          “2014 Senior Notes Indenture” means the Indenture for the 2014 Senior Notes, dated as of August 23, 2006.
          “2016 Senior Notes” means $250,000,000 in aggregate principal amount of Opco’s 9% senior dollar fixed rate notes due 2016.
          “2016 Senior Notes Indenture” means the Indenture for the 2016 Senior Notes, dated as of August 18, 2010.
          “Acceptable Commitment” has the meaning specified in Section 7.08(b).
          “Acquired Indebtedness” means, with respect to any specified Person,
               (a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and
               (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
          “Act” has the meaning specified in Section 10.20.
          “Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Rate Loan for any Interest Period, an interest rate per annum equal to the LIBO Rate in effect for such Interest Period multiplied by a fraction (expressed as a decimal), the numerator of which is one

2


 

(1.00) and the denominator of which is one (1.00) minus the applicable Statutory Reserves for such Interest Period.
          “Administrative Agent” means Credit Suisse (as defined below), in its capacity as administrative agent under the Loan Documents, or any successor administrative agent.
          “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
          “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, and shall be deemed to include each Person or “group” (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) that, directly or indirectly, through one or more intermediaries, beneficially owns (within the meaning of Section 13(d)(3) or Section l4(d)(2) of the Exchange Act, Rule 16a-l(2) under the Exchange Act or any successor provision of any of these provisions) or Controls 10% or more of the voting stock of the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Notwithstanding anything herein to the contrary, for purposes of this Agreement, the other Loan Documents and the Travelport Guarantor Loan Documents, no New Equity Holder shall be deemed, solely by reason of its holdings of Equity Interests of the Borrower (or any of its direct or indirect parent companies) issued in connection with the Transaction to be an Affiliate of the Borrower or an Affiliate of any other Person that would be deemed to be an Affiliate of the Borrower pursuant to this definition.
          “Affiliated Lender” means (a) a Lender that is an Affiliate of the Borrower, a Permitted Holder or an Affiliate of a Permitted Holder, (b) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) in which another member of such group is an Affiliated Lender, or (c) a Permitted Holder. Notwithstanding anything herein to the contrary, no New Equity Holder shall be deemed, solely by reason of its holdings of Equity Interests of the Borrower (or any of its direct or indirect parent companies) issued in connection with the Transaction to be an Affiliated Lender.
          “Affiliate Transaction” has the meaning specified in Section 7.09(a).

3


 

          “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
          “Agents” means, collectively, the Administrative Agent, the Co-Syndication Agents, the Joint Bookrunners and the Supplemental Administrative Agents (if any).
          “Agreement” means this Amended and Restated Credit Agreement.
          “Agreement Currency” has the meaning specified in Section 10.18.
          “Applicable Rate” means a percentage per annum equal to:
               (a) with respect to Extended Tranche A Loans, the following percentages per annum:
     
Eurocurrency Rate   Base Rate
6.00%   5.00%
               (b) with respect to Extended Tranche B Loans, the following percentages per annum:
     
Eurocurrency Rate   Base Rate
13.50%   12.50%
          “Appropriate Lenders” means, at any time, with respect to Loans of any Class, the Lenders of such Class.
          “Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.
          “Arrangers” means Credit Suisse Securities (USA) LLC and UBS Securities LLC, each in its capacity as a Joint Bookrunner and a Co-Lead Arranger under the Original Credit Agreement.
          “Asset Sale” means:

4


 

               (a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Borrower or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or
               (b) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 7.07) or, prior to the Settlement Date, Travelport Guarantor, in each case, whether in a single transaction or a series of related transactions;
          in each case, other than:
               (i) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;
               (ii) the disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to the provisions described under Article VI or any disposition that constitutes a Change of Control pursuant to this Agreement;
               (iii) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 7.05;
               (iv) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $15.0 million;
               (v) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary of the Borrower to another Restricted Subsidiary of the Borrower;
               (vi) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
               (vii) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

5


 

               (viii) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Travelport Guarantor prior to the Settlement Date);
               (ix) foreclosures on assets;
               (x) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;
               (xi) any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Original Closing Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Agreement; and
               (xii) to the extent not otherwise permitted, any disposition contemplated by the RSA or the Chapter 11 Plan to consummate the Transaction.
          “Asset Sale Offer” has the meaning specified in Section 7.08(c).
          “Asset Sale Payment” has the meaning specified in Section 7.08(d)(i).
          “Asset Sale Payment Date” has the meaning specified in Section 7.08(d)(ii).
          “Assignees” has the meaning specified in Section 10.07(b).
          “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.
          “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.
          “Audited Financial Statements” means audited combined balance sheets of Travelport and its Subsidiaries as of each of December 31, 2010, 2009 and 2008, and the related audited consolidated statements of income, stockholders’ equity and cash flows for Travelport and its Subsidiaries for the fiscal years ended December 31, 2010, 2009 and 2008, respectively.
          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

6


 

          “Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as announced to the Borrower from time to time by Credit Suisse as its “prime rate.” The “prime rate” is a rate set by Credit Suisse based upon various factors, including Credit Suisse’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Credit Suisse shall take effect at the opening of business on the day specified in the announcement of such change.
          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.
          “Borrower” has the meaning specified in the introductory paragraph to this Agreement.
          “Borrower Exception” has the meaning specified in Section 7.07(a).
          “Borrower Materials” has the meaning specified in Section 10.02(a).
          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations under this Agreement is located and, if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.
          “Capital Stock” means:
               (a) in the case of a corporation, corporate stock;
               (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
               (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
               (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

7


 

          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.
          “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.
          “Cash Equivalents” means:
               (a) United States dollars;
               (b) (i) Euro, or any national currency of any participating member state of the EMU; or
               (ii) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;
               (c) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
               (d) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks;
               (e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) entered into with any financial institution meeting the qualifications specified in clause (d) above;

8


 

               (f) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;
               (g) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;
               (h) investment funds investing 95% of their assets in securities of the types described in clauses (a) through (g) above;
               (i) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;
               (j) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and
               (k) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.
          Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.
          “Change of Control” means the occurrence of any of the following:
               (a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;
               (b) at any time prior to the consummation of a Qualifying IPO, the Permitted Holders cease to beneficially own (within the meaning of Rule 13(d)(3) under the Exchange Act or any successor provision) directly or indirectly, at least 50% of the issued and outstanding Voting Stock of Borrower;

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               (c) at any time upon or after the consummation of a Qualifying IPO, the Permitted Holders cease to beneficially own (within the meaning of Rule 13(d)(3) under the Exchange Act or any successor provision) directly or indirectly, at least 37.5% of the issued and outstanding Voting Stock of Borrower;
               (d) the Borrower ceases to beneficially own (within the meaning of Rule 13(d)(3) under the Exchange Act or any successor provision) directly or indirectly, at least 66 2/3% of the issued and outstanding Voting Stock of Travelport; or
               (e) any Change of Control occurring under any Senior Notes Indenture or the Senior Subordinated Notes Indenture.
          “Change of Control Offer” has the meaning specified in Section 7.12(a).
          “Change of Control Payment” has the meaning specified in Section 7.12(a)(i).
          “Change of Control Payment Date” has the meaning specified in Section 7.12(a)(ii).
          “Chapter 11 Plan” means the Chapter 11 plan of reorganization contemplated by the RSA, including the exhibits and all supplements, appendices, and schedules hereto, either in its current form or as the same may be altered, amended, or modified from time to time.
          “Class” (a) when used with respect to Lenders, refers to whether such Lenders are Extended Tranche A Lenders or Extended Tranche B Lenders and (b) when used with respect to Loans, refers to whether such Loans are Extended Tranche A Loans or Extended Tranche B Loans.
          “Co-Syndication Agents” means UBS Securities LLC and Lehman Commercial Paper Inc., in each case as Co-Syndication Agents under the Original Credit Agreement.
          “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and rules and regulations related thereto.
          “Committed Loan Notice” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

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          “Communications” has the meaning specified in Section 10.02(a).
          “Compensation Period” has the meaning specified in Section 2.10(c)(ii).
          “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
          “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:
               (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) any “additional interest” with respect to the High Yield Notes, (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility) and (z) any accretion or accrued interest of discounted liabilities; plus
               (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less
               (c) interest income for such period.
          For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

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               (a) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to (A) the June 2006 Transaction to the extent incurred on or prior to June 30, 2007 and (B) the Dividend Transaction or the Worldspan Transaction, in each case to the extent incurred on or prior to June 30, 2008), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,
               (b) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,
               (c) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations (including the Travel 2 Travel 4 operations being disposed) shall be excluded,
               (d) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments other than in the ordinary course of business shall be excluded,
               (e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,
               (f) effects of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the June 2006 Transaction, the Worldspan Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes (other than the impact of unfavorable contract liabilities and commission agreements under purchase accounting), shall be excluded,
               (g) any after-tax effect of income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded,
               (h) any impairment charge or asset write-off, including impairment charges or asset write-offs related to intangible assets, long-lived assets or investments in debt

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               and equity securities, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,
               (i) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,
               (j) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges including bonuses paid in connection with the GTA acquisition and any adjustments to liabilities due to the former owners of Orbitz under the tax sharing arrangement or integration and non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,
               (k) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the June 2006 Transaction, the Dividend Transaction or the Worldspan Transaction, in each case in accordance with GAAP shall be excluded; and
               (l) the following items shall be excluded:
               (i) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; and
               (ii) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).
          “Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Borrower’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as

13


 

are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.
          “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Borrower and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Borrower.
          “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,
               (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
               (b) to advance or supply funds
               (i) for the purchase or payment of any such primary obligation, or
               (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

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               (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
          “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
          “Control” has the meaning specified in the definition of “Affiliate”.
          “Conversion” has the meaning specified in Section 2.01(b)(iii).
          “Covenant Suspension Event” has the meaning specified in Section 7.14(a).
          “Credit Facilities” means, with respect to the Borrower or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities and the Second Lien Credit Facilities, or other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 7.07) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
          “Credit Suisse” means Credit Suisse AG, Cayman Islands Branch, and its successors.
          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
          “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

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          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.
          “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
          “Disqualified Stock” means (i) with respect to the Borrower, any Subsidiary of the Borrower (other than a Travelport Entity) or any of the Borrower’s direct or indirect parent companies, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the Latest Maturity Date in effect at the time such Equity Interest is issued or the date the Loans are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations and (ii) with respect to any Travelport Entity, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the High Yield Notes or the date the High Yield Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.
          “Dividend Transaction” means (i) the Borrower’s borrowing of the Existing Loans on the Original Closing Date, (ii) the Borrower’s distribution of a dividend to its shareholders in an amount not to exceed the proceeds of the Existing Loans on or about the Original Closing Date and (iii) the payment of fees and expenses prior to the Restatement Effective Date relating to the foregoing.

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          “Dollar” and “$” mean lawful money of the United States.
          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period
               (a) increased (without duplication) by:
               (i) provision for taxes based on income or profits or capital, including state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
               (ii) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (1)(w), (x) and (y) thereof to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus
               (iii) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus
               (iv) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) or the High Yield Notes (whether or not successful), including (i) such fees, expenses or charges related to the offering of the High Yield Notes, this Agreement, the Credit Facilities and the Worldspan Transaction and (ii) any amendment or other modification of the High Yield Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus
               (v) the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, and costs related to the closure and/or consolidation of facilities, the separation from

17


 

Cendant and the business-to-consumer platform, which amount shall not exceed $35,000,000 at any time outstanding for any such four quarter period; plus
               (vi) any other non-cash charges, including any write offs or write downs and the amortization of up-front bonuses in connection with the supplier services business, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
               (vii) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus
               (viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 7.09; plus
               (ix) the amount of net cost savings projected by Travelport in good faith to be realized as a result of specified actions taken during or prior to such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken no later than 36 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $85.8 million for any four consecutive quarter period (which adjustments may be incremental to pro forma cost savings adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”); plus
               (x) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus
               (xi) any costs or expense incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower

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or net cash proceeds of an issuance of Equity Interest of the Borrower (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculations set forth in clause (3) of Section 4.07(a) of each Senior Notes Indenture and the Senior Subordinated Notes Indenture; and
               (b) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period.
          “Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).
          “EMU” means economic and monetary union as contemplated in the Treaty on European Union.
          “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.
          “Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
          “Equity Escrow Agreement” has the meaning specified in the Shareholders Agreement.

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          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
          “Equity Offering” means any public or private sale of common stock or Preferred Stock of the Borrower or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:
               (a) public offerings with respect to the Borrower’s or any direct or indirect parent company’s common stock registered on Form S-8;
               (b) issuances to any Subsidiary of the Borrower; and
               (c) any such public or private sale that constitutes an Excluded Contribution.
          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with the Borrower or any Restricted Subsidiary within the meaning of Section 414 of the Code or Section 4001 of ERISA.
          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Restricted Subsidiary or any ERISA Affiliate.
          “Escrow Agent” means the escrow agent party to the Escrow Agreement.

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          “Escrow Agreement” means the Escrow and Security Agreement executed by Travelport Guarantor, the Administrative Agent and the Escrow Agent, substantially in the form of Exhibit E.
          “Escrow Exchange” has the meaning specified in the Escrow Agreement.
          “Escrow Trigger Event” has the meaning specified in the Escrow Agreement.
          “Escrowed Property” has the meaning specified in the Escrow Agreement.
          “Euro” means the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.
          “Eurocurrency Rate” means, when used in reference to any Loan, a reference to whether such Loan is bearing interest at a rate determined by reference to the Adjusted LIBO Rate.
          “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.
          “Event of Default” has the meaning specified in Section 8.01(a).
          “Excess Proceeds” has the meaning specified in Section 7.08(c).
          “Exchange” has the meaning specified in the First Amendment and Restatement Agreement.
          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
          “Excluded Contribution” means an “Excluded Contribution” under any Senior Notes Indenture or the Senior Subordinated Notes Indenture.
          “Existing Loan” has the meaning specified in the First Amendment and Restatement Agreement.

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          “Extended Tranche A Note” means a promissory note of the Borrower payable to any Extended Tranche A Lender or its registered assigns, in substantially the form of Exhibit B hereto, evidencing the aggregate Indebtedness of the Borrower to such Extended Tranche A Lender resulting from the Extended Tranche A Loans made by such Extended Tranche A Lender.
          “Extended Tranche B Note” means a promissory note of the Borrower payable to any Extended Tranche B Lender or its registered assigns, in substantially the form of Exhibit C hereto, evidencing the aggregate Indebtedness of the Borrower to such Extended Tranche B Lender resulting from the Extended Tranche B Loans made by such Extended Tranche B Lender.
          “Extended Tranche A Lender” means, at any time, any Lender that holds an Extended Tranche A Loan at such time.
          “Extended Tranche B Lender” means, at any time, any Lender that holds an Extended Tranche B Loan at such time.
          “Extended Tranche A Loan” means an Existing Loan that shall have been converted to an “Extended Tranche A Loan” under Section 2.01(b)(ii) of this Agreement. As of the Restatement Effective Date, after giving effect to the Tranche A Conversion, the Extended Tranche A Loans of each Lender are set forth in Schedule 2.01A hereto.
          “Extended Tranche B Loan” means an Existing Loan that shall have been converted to an “Extended Tranche B Loan” under Section 2.01(b)(iii) of this Agreement. As of the Restatement Effective Date, after giving effect to the Tranche B Conversion, the Extended Tranche B Loans of each Lender are set forth in Schedule 2.01A hereto.
          “fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in good faith; provided that if the fair market value is equal to or exceeds $50.0 million, such determination shall be made by the Board of Directors of the Borrower in good faith.
          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Credit Suisse on such day on such transactions as determined by the Administrative Agent.

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          “First Amendment” means the First Amendment dated as of December 4, 2008 among the Borrower, the Administrative Agent and the Required Lenders.
          “First Amendment and Restatement Agreement” means that certain First Amendment and Restatement Agreement, dated as of [], 2011, among the Borrower, the Administrative Agent and the Lenders party thereto.
          “First Amendment Effective Date” has the meaning specified in Section 4 of the First Amendment.
          “First Amendment Equity Contribution” means the common equity contribution (for no consideration from the Borrower other than additional common Equity Interests in the Borrower) made by the Parent to the Borrower of $35.0 million in cash and 9,120,378 shares of Orbitz pursuant to the First Amendment; provided that any such shares of Orbitz may be replaced with cash at a price per share equal to the greater of (a) $3.00 and (b) the volume weighted average trading price for the previous 30 trading days prior to the date on which the First Amendment Equity Contribution is made.
          “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.
          For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Borrower or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition,

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disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.
          For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.
          “Fixed Charges” means, with respect to any Person for any period, the sum of:
               (a) Consolidated Interest Expense of such Person for such period;
               (b) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and
               (c) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.
          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, the Borrower or any Subsidiary with respect to employees employed outside the United States.
          “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

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          “FRB” means the Board of Governors of the Federal Reserve System of the United States.
          “Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.
          “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.
          “Government Securities” means securities that are:
               (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
               (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
          “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
          “Granting Lender” has the meaning specified in Section 10.07(h).
          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

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          “Guaranty” means the Guaranty executed by Travelport Guarantor, substantially in the form of Exhibit F.
          “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.
          “High Yield Notes” means the Senior Notes and Senior Subordinated Notes.
          “High Yield Notes Documentation” means the High Yield Notes, and all documents executed and delivered with respect to the High Yield Notes, including the Senior Notes Indentures and the Senior Subordinated Notes Indenture.
          “incur” or “incurrence” has the meaning specified in Section 7.07(a).
          “Indebtedness” means, with respect to any Person, without duplication:
               (a) any indebtedness (including principal and premium) of such Person, whether or not contingent:
               (i) in respect of borrowed money;
               (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);
               (iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-

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out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;
               (iv) representing any Hedging Obligations; or
               (v) during a Suspension Period only, obligations in respect of Sale and Lease-Back Transactions in an amount equal to the present value of such obligations during the remaining term of the lease using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP,
if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;
     (b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
     (c) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;
provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.
          “Indemnified Liabilities” has the meaning specified in Section 10.05.
          “Indemnitees” has the meaning specified in Section 10.05.
          “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged.
          “Information” has the meaning specified in Section 10.08.

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          “Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date applicable to such Loan and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date applicable to such Loan.
          “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date three months thereafter; provided that:]
               (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
               (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;
               (c) no Interest Period shall extend beyond the Maturity Date applicable to such Loan; and
               (d) the Interest Period for any Eurocurrency Rate Loan outstanding prior to the Restatement Effective Date shall terminate on the Restatement Effective Date; provided that the provisions of Section 3.05 shall not apply to this clause (d).
          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.
          “Investment Grade Securities” means:
               (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
               (b) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries;

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               (c) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and
               (d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.
          “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Borrower in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 7.05:
               (a) “Investments” shall include the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:
               (i) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation; less
               (ii) the portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
          (b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.
          “Investors” means The Blackstone Group L.P., TCV VI (Cayman), L.P., TCV Member Fund (Cayman), L.P., One Equity Partners LLC and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.
          “IRS” means the United States Internal Revenue Service.

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          “Issue Date” means August 23, 2006.
          “Joint Bookrunners” means Credit Suisse Securities (USA) LLC, UBS Securities LLC, Lehman Brothers Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., J.P. Morgan Securities Inc. and Morgan Stanley Senior Funding, Inc., in each case as Joint Bookrunners under the Original Credit Agreement.
          “Judgment Currency” has the meaning specified in Section 10.18.
          “June 2006 Transaction” means the transactions contemplated by the June 2006 Transaction Agreement, the issuance of the High Yield Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date.
          “June 2006 Transaction Agreement” means the Purchase Agreement, dated as of June 30, 2006 by and among Cendant Corporation, Travelport Inc. and TDS Investor LLC.
          “Latest Maturity Date” means, at any date of determination, the latest date that is a Maturity Date applicable to any Loan hereunder at such time.
          “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
          “Lender” has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.” “Lender” also means an Extended Tranche A Lender or Extended Tranche B Lender, as the context may require.
          “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
          “LIBO Rate” means, with respect to any Eurocurrency Rate Loan for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in

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Dollars (as set forth by Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.
          “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.
          “Loan” means each Extended Tranche A Loan or Extended Tranche B Loan, as the context may require.
          “Loan Documents” means, collectively, (i) this Agreement and (ii) the Notes.
          “Management Incentive Plan” has the meaning specified in the Shareholders Agreement.
          “Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower to perform its respective payment obligations under any Loan Document or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document.
          “Maturity Date” means (a) with respect to the Extended Tranche A Loans, the earlier of (i) September 30, 2012 and (ii) the date on which all Extended Tranche A Loans shall become due and payable in full hereunder, whether by acceleration or otherwise, and (b) with respect to the Extended Tranche B Loans, the earlier of (i) December 1, 2016 and (ii) the date on which all Extended Tranche B Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

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          “Maximum Rate” has the meaning specified in Section 10.10.
          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
          “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
          “Net Proceeds” means the aggregate cash proceeds received by the Borrower or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or Indebtedness of any Subsidiary required (other than required by clause (i) of Section 7.08(b)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Borrower or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
          “New Equity Holders” means the Lenders identified on Schedule A, in their capacity as holders of Equity Interests of the Borrower (or any of its direct or indirect parent companies) issued in connection with the Transaction, and their assignees in such capacity (to the extent permitted by the Shareholders Agreement).
          “Non-Consenting Lender” has the meaning specified in Section 3.07(c).
          “Note” means an Extended Tranche A Note or an Extended Tranche B Note, as the context may require.

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          “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
          “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Borrower.
          “Officer’s Certificate” means a certificate signed on behalf of the Borrower by an Officer of the Borrower, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Borrower, that meets the requirements set forth in this Agreement.
          “Opco” means Travelport LLC, a Delaware limited liability company.
          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Administrative Agent. The counsel may be an employee of or counsel to the Borrower or the Administrative Agent.
          “Orbitz” means Orbitz Worldwide, Inc., a Delaware corporation.
          “Orbitz Entities” means, collectively, Orbitz, any subsidiary of Orbitz and any of their respective successors and assigns.
          “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
          “Original Closing Date” means March 27, 2007.

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          “Original Credit Agreement” has the meaning specified in the preliminary statements to this Agreement.
          “Other Taxes” has the meaning specified in Section 3.01(b).
          “Outstanding Amount” means with respect to the Loans of any Class or Classes on any date, the aggregate principal amount (for the avoidance of doubt, including capitalized interest) thereof outstanding plus the aggregate amount of accrued and unpaid interest thereon, in each case after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date.
          “Parent” means Travelport Worldwide Limited, a Bermuda Limited Company.
          “Pari Passu Indebtedness” has the meaning specified in Section 7.08(c).
          “Participant” has the meaning specified in Section 10.07(e).
          “Participating Member State” means each state so described in any EMU Legislation.
          “PBGC” means the Pension Benefit Guaranty Corporation.
          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any Restricted Subsidiary or any ERISA Affiliate or to which the Borrower or any Restricted Subsidiary or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.
          “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 7.08.
          “Permitted Holders” means each of the Investors who, on the Original Closing Date, are holders of Equity Interests of the Borrower (or any of its direct or indirect parent companies) and each of the members of management of the Borrower (or its direct parent)

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who are holders of Equity Interests of the Borrower (or any of its direct or indirect parent companies) pursuant to the Management Incentive Plan and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Borrower or any of its direct or indirect parent companies.
          “Permitted Investments” means:
               (a) any Investment in the Borrower or any of its Restricted Subsidiaries;
               (b) any Investment in cash and Cash Equivalents or Investment Grade Securities;
               (c) any Investment by the Borrower or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:
               (i) such Person becomes a Restricted Subsidiary; or
               (ii) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary,
and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;
               (d) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described under Section 7.08 or any other disposition of assets not constituting an Asset Sale;
               (e) any Investment existing on the Original Closing Date;
               (f) any Investment acquired by the Borrower or any of its Restricted Subsidiaries:

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               (i) in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or
               (ii) as a result of a foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
               (g) Hedging Obligations permitted under clause (x) of Section 7.07(b);
               (h) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
               (i) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Borrower, or any of its direct or indirect parent companies;
               (j) guarantees of Indebtedness permitted under Section 7.07;
               (k) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 7.09(b) (except transactions described in clauses (ii), (v) and (ix) of Section 7.09(b));
               (l) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;
               (m) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), and together with all Investments made pursuant to clause (q) below, not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
               (n) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Receivables Facility;

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               (o) advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding at any one time, in the aggregate;
               (p) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent company thereof; and
               (q) to the extent not otherwise permitted, Investments contemplated by the RSA or the Chapter 11 Plan to consummate the Transaction;
;provided, however, any Investments described in clauses (1), (2), (3), (8), (11) and (13) of this definition shall constitute “Permitted Investments” only if such Investments are not made for the purpose of making a direct or indirect dividend or distribution to a Permitted Holder.
          “Permitted Liens” means, with respect to any Person:
               (a) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;
               (b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
               (c) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

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               (d) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
               (e) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
               (f) Liens securing Indebtedness permitted to be incurred pursuant to clause (iv) or (xii)(B) of Section 7.07(b);
               (g) Liens existing on the Original Closing Date;
               (h) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Borrower or any of its Restricted Subsidiaries;
               (i) Liens on property at the time the Borrower acquired the property, including any acquisition by means of a merger or consolidation with or into the Borrower; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Borrower;
               (j) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Agreement, secured by a Lien on the same property securing such Hedging Obligations;
               (k) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
               (l) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries and do not secure any Indebtedness;

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               (m) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;
               (n) Liens on equipment of the Borrower granted in the ordinary course of business to the Borrower’s clients;
               (o) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;
               (p) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Agreement, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
               (q) deposits made in the ordinary course of business to secure liability to insurance carriers;
               (r) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $40.0 million at any one time outstanding;
               (s) Liens securing judgments for the payment of money not constituting an Event of Default under clause (vi) under Section 8.01(a) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
               (t) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
               (u) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering

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deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
               (v) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.07; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
               (w) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
               (x) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower in the ordinary course of business;
               (y) Liens in favor of the Borrower; and
               (z) during a Suspension Period only, Liens securing Indebtedness, and Indebtedness represented by Sale and Lease-Back Transactions in an amount not to exceed 15% of Total Assets at any one time outstanding.
For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.
          “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established by the Borrower or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.
          “Platform” has the meaning specified in Section 10.02(a).

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          “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
          “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Loans outstanding of the applicable Class or Classes of such Lender at such time and the denominator of which is the aggregate Outstanding Amount of Loans of the applicable Class or Classes at such time; provided that if all Loans have been repaid, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such repayment; provided further that the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender after giving effect to any assignments made pursuant to the terms hereof.
          “Public Lender” has the meaning specified in Section 10.02(a).
          “Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.
          “Qualifying IPO” means the issuance by the Borrower, the Parent or any direct or indirect holding company of the Borrower of its Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or a London Stock Exchange “listing” or similar public issuance on another major exchange which generates Net Proceeds of at least $400 million.
          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Loans publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower which shall be substituted for Moody’s or S&P or both, as the case may be.
          “Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Borrower or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

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          “Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.
          “Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.
          “Refinancing Indebtedness” has the meaning specified in Section 7.07(b)(xiii).
          “Refunding Capital Stock” has the meaning specified in Section 7.05(b)(ii).
          “Register” has the meaning specified in Section 10.07(d).
          “Registration Rights Agreement” means the Registration Rights Agreement, dated [], among Parent and the shareholder parties therein.
          “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
          “Related Documents” means the Travelport Intercompany Note and the Sponsor Management Agreement.
          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.
          “Required Lenders” means, as of any date of determination, Unaffiliated Lenders having more than 50% of the sum of the Total Outstandings held by Unaffiliated Lenders on such date.
          “Required Extended Tranche A Lenders” means, as of any date of determination, Unaffiliated Lenders having more than 50% of the sum of the aggregate Outstanding Amount of all Extended Tranche A Loans held by Unaffiliated Lenders on such date.

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          “Required Extended Tranche B Lenders” means, as of any date of determination, Unaffiliated Lenders having more than 50% of the sum of the aggregate Outstanding Amount of all Extended Tranche B Loans held by Unaffiliated Lenders on such date.
          “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of the Borrower and, as to any document delivered on the Original Closing Date or Restatement Effective Date, any secretary or assistant secretary of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.
          “Restatement Effective Date” has the meaning specified in the First Amendment and Restatement Agreement.
          “Restricted Investment” means an Investment other than a Permitted Investment.
          “Restricted Payments” has the meaning specified in Section 7.05(a).
          “Restricted Subsidiary” means, with respect to any Person at any time, any direct or indirect Subsidiary of such Person (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon an Unrestricted Subsidiary of such Person ceasing to be an Unrestricted Subsidiary of such Person, such Subsidiary shall be included in the definition of “Restricted Subsidiary” with respect to such Person. Unless otherwise indicated, references to “Restricted Subsidiary” herein shall refer to Restricted Subsidiaries of the Borrower.
          “Reversion Date” has the meaning specified in Section 7.14(c).
          “RSA” means that certain Travelport Holdings Limited Restructuring Support Agreement and attached term sheet dated as of September 17, 2011 by and among the Borrower, Parent, TDS Investor (Cayman) L.P., Angelo, Gordon & Co. and R2 Top Hat, Ltd.
          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
          “Same Day Funds” means immediately available funds.

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          “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Borrower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.
          “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
          “Second Commitment” has the meaning specified in Section 7.08(b).
          “Second Lien Consummation Date” means “Consummation Date” (as defined in the Second Lien Credit Agreement).
          “Second Lien Credit Agreement” means the Second Lien Credit Agreement dated as of [], 2011 by and among Travelport, Waltonville Limited, TDS Investor (Luxembourg) S.a.r.l., Opco, the lenders party thereto in their capacities as lenders thereunder and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as amended, amended and restated, supplemented or otherwise modified in accordance with the terms thereof.
          “Second Lien Credit Facilities” means the Credit Facility under the Second Lien Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof permitted in accordance with the terms hereof, and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder permitted in accordance with the terms hereof, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 7.07).
          “Second Lien Loans” means, collectively, the Second Lien Tranche A Loans and the Second Lien Tranche B Loans.
          “Second Lien Tranche A Loan” means “Tranche A Term Loan” (as defined in the Second Lien Credit Agreement) and shall include any notes or bonds or other securities that any Second Lien Tranche A Loan is converted into or exchanged for on or after the Second Lien Consummation Date.
          “Second Lien Tranche B Loan” means “Tranche B Term Loan” (as defined in the Second Lien Credit Agreement) and shall include any notes or bonds or other securities that

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any Second Lien Tranche B Loan is converted into or exchanged for on or after the Second Lien Consummation Date.
          “Secured Indebtedness” means any Indebtedness of the Borrower or any of its Restricted Subsidiaries secured by a Lien.
          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
          “Senior Credit Facilities” means the Credit Facility under the Fourth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated as of [], 2011, by and among Travelport, Waltonville Limited, Opco, the lenders party thereto in their capacities as lenders thereunder and UBS AG, Stamford Branch, as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof permitted in accordance with the terms hereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder permitted in accordance with the terms hereof, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 7.07).
          “Senior Indebtedness” means:
               (a) all Indebtedness of the Borrower permitted to be incurred under the terms of this Agreement, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to any other Indebtedness of the Borrower;
               (b) all Hedging Obligations (and guarantees thereof) of the Borrower, provided that such Hedging Obligations are permitted to be incurred under the terms of this Agreement; and
               (c) all Obligations with respect to the items listed in the preceding clauses (1) and (2);
provided, however, that Senior Indebtedness shall not include:

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               (i) any obligation of the Borrower to any of its Subsidiaries;
               (ii) any liability for federal, state, local or other taxes owed or owing by the Borrower;
               (iii) any accounts payable or other liability to trade creditors arising in the ordinary course of business;
               (iv) any Indebtedness or other Obligation of the Borrower which is subordinate or junior in any respect to any other Indebtedness or other Obligation of the Borrower;
               (v) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Agreement; or
               (vi) for the avoidance of doubt, any Indebtedness or other Obligations under the Loan Documents and Travelport Guarantor Loan Documents.
          “Senior Notes” means, collectively, the 2014 Senior Notes and the 2016 Senior Notes.
          “Senior Notes Indentures” means, collectively, the 2014 Senior Notes Indenture and the 2016 Senior Notes Indenture.
          “Senior Subordinated Notes” means, collectively, (a) $300,000,000 in aggregate principal amount of Opco’s 117/8% senior subordinated notes due 2016 and (b) €160,000,000 in aggregate principal amount of Opco’s 107/8% senior euro fixed rate notes due 2016.
          “Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of August 23, 2006.
          “Settlement Date” means the date on which all Obligations under the Extended Tranche A Loans are paid in full in cash or the Escrow Exchange is consummated pursuant to the terms of the Escrow Agreement.

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          “Shareholders Agreement” means the Shareholders Agreement, dated [], 2011, among Parent, Travelport Guarantor, TDS Investor (Cayman), L.P. and the shareholder parties therein.
          “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Restatement Effective Date.
          “Similar Business” means any business conducted or proposed to be conducted by the Borrower and its Restricted Subsidiaries on the Original Closing Date or any business that is similar, reasonably related, incidental or ancillary thereto.
          “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
          “SPC” has the meaning specified in Section 10.07(h).
          “Sponsor Management Agreement” means the management agreements between certain of the management companies associated with the Investors and Travelport, including the Transaction and Monitoring Fee Agreement dated as of August 23, 2006 among Blackstone Management Partners V, L.L.C., TCV VI Management L.L.C. and TDS Investor Corporation, as amended, modified, supplemented, restated or replaced from time to time, including by the Transaction and Monitoring Fee Agreement Notice dated December 7, 2007 and the Transaction and Monitoring Fee Agreement dated May 8, 2008.
          “Statutory Reserves” means, for any Interest Period for any Eurocurrency Rate Loan in Dollars, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Eurocurrency Rate Loans shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements without benefit of or credit for proration,

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exceptions or offsets which may be available from time to time to any Lender under Regulation D.
          “Subordinated Indebtedness” means any Indebtedness (excluding any Indebtedness or other Obligations under the Loan Documents or the Travelport Guarantor Loan Documents) of the Borrower which is by its terms subordinated in right of payment to the Loans.
          “Subsidiary” means, with respect to any Person:
               (a) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and
               (b) any partnership, joint venture, limited liability company or similar entity of which
               (i) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and
               (ii) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
Unless otherwise indicated, references to “Subsidiary” herein shall refer to Subsidiaries of the Borrower.
          “Successor Company” has the meaning specified in Section 6.01(a)(i).
          “Supplemental Administrative Agent” has the meaning specified in Section 9.12 and “Supplemental Administrative Agents” shall have the corresponding meaning.
          “Suspended Covenants” has the meaning specified in Section 7.14(a).

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          “Suspension Date” has the meaning specified in Section 7.14(a).
          “Suspension Period” has the meaning specified in Section 7.14(c).
          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
          “Taxes” has the meaning specified in Section 3.01(a).
          “Total Assets” means the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Borrower or such other Person as may be expressly stated.
          “Total Outstandings” means the aggregate Outstanding Amount of all Loans.
          “Tranche A Conversion” has the meaning specified in Section 2.01(b)(ii).
          “Tranche B Conversion” has the meaning specified in Section 2.01(b)(iii).
          “Transaction” means, collectively, (a) the amendment and restatement of the Senior Credit Facilities, (b) the execution and delivery of documentation governing the Second Lien Credit Facilities and borrowings thereunder on or prior to the Restatement Effective Date, (c) the formation of Travelport Guarantor, (d) the amendment and restatement of the Original Credit Agreement pursuant to the First Amendment and Restatement Agreement, (e) the sale of the Second Lien Loans in an aggregate principal amount of $342,500,000 to Travelport by Opco in exchange for the Travelport Intercompany Note, (f) the contribution of the Second Lien Tranche A Loans in an aggregate principal amount of $135,000,000 by Travelport to Travelport Guarantor as a capital contribution, (g) a cash dividend in the amount of $89,500,000 from

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Travelport to the Borrower and the application of $85,000,000 thereof by the Borrower to prepay Existing Loans hereunder, on a pro rata basis, on or prior to the Restatement Effective Date, (h) the distribution of the Second Lien Tranche B Loans in an aggregate principal amount of $207,500,000 by Travelport to the Borrower, and to the Lenders pursuant to the Exchange, (i) the execution and delivery of the Guaranty and Escrow Agreement by Travelport Guarantor, (j) the execution and delivery of the Shareholders Agreement, the Registration Rights Agreement and the Equity Escrow Agreement and the issuance of Equity Interests of the Borrower (or any of its direct or indirect parent companies) pursuant to the terms thereof, (k) the consummation of any other transactions incidental to any of the foregoing and (l) the payment of fees and expenses in connection with any such other transaction or any of the foregoing.
          “Travelport” means Travelport Limited, a company incorporated under the laws of Bermuda.
          “Travelport Entities” means Travelport and its Restricted Subsidiaries.
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