9. Long-Term Debt

Long-term debt consisted of:


(in $ millions)	Interest rate			Maturity ⁽¹⁾		March 31, 2014		December 31, 2013
Secured debt
Senior Secured Credit Agreement
Revolver borrowings
Dollar denominated ⁽²⁾		L+4¹⁄₄	%		June 2018		50		—
Term loans
Dollar denominated ⁽²⁾		L+5	%		June 2019		1,522		1,525
Second Lien Credit Agreement
Tranche 1 dollar denominated term loan⁽³⁾		L+8	%		January 2016		645		644
Tranche 2 dollar denominated term loan ⁽⁴⁾		8³⁄₈	%		December 2016		234		234
Unsecured debt
Senior Notes
Dollar denominated notes ⁽⁵⁾		13⁷⁄₈	%		March 2016		411		411
Dollar denominated floating rate notes ⁽⁶⁾		L+8⁵⁄₈	%		March 2016		189		188
Senior Subordinated Notes
Dollar denominated notes		11⁷⁄₈	%		September 2016		229		272
Euro denominated notes		10⁷⁄₈	%		September 2016		100		192
Capital leases							105		107

Total debt							3,485		3,573
Less: current portion							96		45

Long-term debt							3,389		3,528

(1)

The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates.

(2)	Minimum LIBOR floor of 1.25%

(3)	Minimum LIBOR floor of 1.5%

(4)	Cash interest of 4% and payment-in-kind interest of 4.375%

(5)	Cash interest of 11.375% and payment-in-kind interest of 2.5%

(6)	Cash interest of LIBOR+6.125% plus payment-in-kind interest of 2.5%

In March 2014, Travelport Worldwide Limited (“Travelport Worldwide”), the Company’s indirect parent company, acquired $43 million of dollar denominated senior subordinated notes and $92 million (€67 million) of euro denominated senior subordinated notes of the Company in exchange for its common shares. Travelport Worldwide contributed these senior subordinated notes to the Company, which were subsequently cancelled. The Company recorded this transaction as extinguishment of debt and recognized a loss of $5 million in its consolidated condensed statements of operations for the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Company (i) repaid $4 million as its quarterly repayment of term loans, (ii) accreted $1 million as interest expense towards repayment fee of Tranche 1 loans, (iii) amortized $2 million as discount on term loans, (iv) capitalized $1 million related to payment-in-kind interest into senior notes and (v) repaid $7 million under its capital lease obligations and entered into $5 million of new capital leases for information technology assets.

The Company has a $120 million revolving credit facility with a consortium of banks under its senior secured credit agreement. During the three months ended March 31, 2014, the Company borrowed $50 million under this facility, all of which remained outstanding as of March 31, 2014, and the Company had $70 million of remaining borrowing capacity under its revolving credit facility.

The Company has a $137 million of cash collateralized letters of credit facility, maturing in June 2018. The terms under the letters of credit facility provide that 103% of cash collateral has to be maintained for outstanding letters of credit. As of March 31, 2014, $77 million of letters of credit were outstanding under the terms of the facility, against which the Company provided $79 million as cash collateral, and the Company had $60 million of remaining capacity under its letters of credit facility.

Debt Maturities

Aggregate maturities of debt as of March 31, 2014 are as follows:


(in $ millions)	Twelve Months Ending March 31, ⁽²⁾
2015		96
2016		1,288
2017		601
2018		29
2019		18
Thereafter ⁽¹⁾		1,453

		3,485

(1)

The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its outstanding debt under the Second Lien Credit Agreement or its unsecured debt prior to their maturity dates.

(2)

The above table excludes (i) $69 million of payment-in-kind interest and $9 million of repayment fees for the term loans under the second lien credit agreement and senior notes, of which $11 million of payment-in-kind interest has been accrued within other non-current liabilities as of March 31, 2014 and (ii) $24 million of debt discount on term loans under the senior secured credit agreement and second lien credit agreement.