
10.	Long-Term Debt

Long-term debt consisted of:


		September 30,		December 31,
(in $ millions)	Maturity	2011		2010

Senior secured credit agreement
Term loan facility
Dollar denominated	August 2013		121		172
Euro denominated	August 2013		42		59
Dollar denominated	August 2015		1,067		1,520
Euro denominated	August 2015		288		410
“Tranche S”	August 2015		137		137
Second lien credit agreement
Dollar denominated term loans	December 2016		208		—
Senior notes
Dollar denominated floating rate notes	September 2014		123		123
Euro denominated floating rate notes	September 2014		217		217
9⁷/₈% Dollar denominated notes	September 2014		443		443
9% Dollar denominated notes	March 2016		250		250
Senior subordinated notes
11⁷/₈% Dollar denominated notes	September 2016		247		247
10⁷/₈% Euro denominated notes	September 2016		187		187
Capital leases			54		49

Total debt			3,384		3,814
Less: current portion			12		18

Long-term debt			3,372		3,796

On September 30, 2011, the Company amended its existing senior secured credit agreement pursuant to the Fourth Amended and Restated Credit Agreement. The Fourth Amended and Restated Credit Agreement, among other things: (i) allows for new second lien term loans secured on a second priority basis as described further below; (ii) adds a minimum liquidity covenant to be effective under certain conditions; (iii) increases the restricted payment capacity; (iv) limits the general basket for investments to $20 million; (v) provides for the payment of a consent fee to various lenders; (vi) requires the Company to purchase and retire up to $20 million of its senior notes under certain conditions for each of the next two years; and (vii) amends the Company’s total leverage ratio test, which is initially set at 8.0 until June 30, 2013, and adds a first lien leverage ratio test, which is initially set at 4.0 until June 30, 2013.

On September 30, 2011, the Company entered into a second lien credit agreement (the “Second Lien Credit Agreement”) which: (i) allows for new term loans in an aggregate principal amount of $342.5 million; (ii) has a maturity date of December 1, 2016; (iii) carries an interest rate equal to LIBOR plus 6%, payable in cash (only when permitted by the terms of the Fourth Amended and Restated Credit Agreement) or payment-in-kind interest on a cumulative quarterly basis; (iv) is guaranteed, on a secured second priority basis, by the same entities that guarantee the obligations under the Fourth Amended and Restated Credit Agreement; (v) has substantially the same covenants and events of default as under the Fourth Amended and Restated Credit Agreement, with certain exceptions; and (vi) may, under certain conditions, be converted into newly issued private-for-life bonds to be governed by an indenture that contains substantially the same covenants, events of default and remedies as the Second Lien Credit Agreement.

On September 30, 2011, the Company issued and distributed $207.5 million of term loans under the Second Lien Credit Agreement to its direct parent company, Travelport Holdings Limited (“Holdings”). On October 3, 2011, Holdings exchanged its second lien term loans as consideration to purchase $207.6 million of its unsecured payment-in-kind (“PIK”) term loans at par.

In May 2011, proceeds from the sale of the GTA business, together with existing cash, were used to make a $655 million early repayment of term loans outstanding under the senior secured credit agreement, consisting of $19 million of euro denominated term loans due August 2013, $135 million of euro denominated term loans due August 2015, $51 million of dollar denominated term loans due August 2013 and $450 million of dollar denominated term loans due August 2015. Due to these early repayments, the Company is no longer required to repay quarterly installments equal to 1% per annum of the original funded principal amount.

Additionally, during the nine months ended September 30, 2011, the Company repaid approximately $3 million of its dollar denominated debt as quarterly installments under its senior secured credit agreement and approximately $11 million under its capital lease obligations. Furthermore, during the nine months ended September 30, 2011, the Company entered into $16 million of capital leases for information technology assets.

The principal amount of euro denominated long-term debt increased by approximately $15 million as a result of foreign exchange fluctuations during the nine months ended September 30, 2011. This foreign exchange loss was fully offset by gains on foreign exchange derivative instruments contracted by the Company.

As of September 30, 2011, the Company had a $270 million revolving credit facility with a consortium of banks under its senior secured credit agreement. The Company had no borrowings or letter of credit commitments outstanding under this revolving credit facility as of September 30, 2011. On October 6, 2011, the Company entered into a revolving credit loan modification agreement related to the Fourth Amended and Restated Credit Agreement, pursuant to which its revolving credit facility reduced to $181 million. Furthermore, as a result of this agreement, among other things, (i) the maturity date for $118 million of the revolving credit facility was extended to August 23, 2013; (ii) the interest rate on such extended revolving loans increased from LIBOR plus 2.75% to LIBOR plus 4.50%; and (iii) the commitment fee on such extended revolving loans increased from 50 basis points to 300 basis points.

The Company has a $133 million letter of credit facility collateralized by $137 million of restricted cash and a $13 million synthetic letter of credit facility. As of September 30, 2011, the Company had approximately $99 million of commitments outstanding under its cash collateralized letter of credit facility and $10 million of commitments outstanding under its synthetic letter of credit facility. The outstanding commitments under these two facilities included approximately $75 million in letters of credit issued by the Company on behalf of Orbitz Worldwide, pursuant to the Company’s separation agreement with Orbitz Worldwide. As of September 30, 2011, the Company had $37 million of remaining capacity under its letter of credit facilities.

Debt Maturities

Aggregate maturities of debt as of September 30, 2011 are as follows:


(in $ millions)

Twelve month period ended:
September 30, 2012			12
September 30, 2013			173
September 30, 2014			794
September 30, 2015^(a)			1,497
September 30, 2016			686
Thereafter			222

			3,384


(a)		Of the $1,497 million debt maturing in the twelve month period ending September 30, 2015, $1,492 million is subject to a reduction in maturity to May 2014 under certain circumstances.

Debt Issuance Costs

Debt issuance costs are capitalized within other non-current assets on the balance sheet and amortized over the term of the related debt into earnings as part of interest expenses on the consolidated condensed statement of operations. The movement in deferred financing costs is summarized below:


(in $ millions)

Balance as of January 1, 2011	37
Capitalization of debt finance costs	84
Amortization	(14	)

Balance as of September 30, 2011	107

In September 2011, the Company also incurred $16 million of debt finance costs which were recorded directly in the consolidated condensed statement of operations in connection with the credit agreement amendments and the second lien debt. Of the total debt finance costs of $100 million incurred in the nine months ended September 30, 2011, $84 million had been paid as of September 30, 2011.