Attached files
file | filename |
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EX-10.1 - EX-10.1 - Travelport LTD | y87343exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 26, 2010 (October 22, 2010)
Travelport Limited
(Exact name of Registrant as specified in its charter)
Bermuda | 333-141714 | 98-0505100 | ||
(State or other jurisdiction | (Commission File No.) | (I.R.S. Employer | ||
of incorporation) | Identification Number) |
405 Lexington Avenue
New York, NY 10174
(Address of principal executive
office)
New York, NY 10174
(Address of principal executive
office)
Registrants telephone number, including area code (212) 915-9150
N/A
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 | Entry into a Material Definitive Agreement. |
On October 22, 2010, we amended our existing credit facility pursuant to the Third Amended and
Restated Credit Agreement 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 Third Amended and Restated Credit Agreement). The
Third Amended and Restated Credit Agreement, among other things;
(i) extends the maturities for approximately 90% of the term
loans (or approximately $1.95 billion) and approximately 90% of
the synthetic letter of credit commitments (or approximately
$136.8 million) by two years to August 2015, subject to a
springing maturity to May 2014 under certain circumstances, and
increases the pricing applicable to the foregoing extended term loans
and extended synthetic letter of credit commitments; (ii) governs the new Tranche S term loans, which
were funded with proceeds on deposit in the credit-linked deposit account maintained by the
synthetic letter of credit issuer and deposited into a new blocked account as cash collateral for
existing and future letters of credit issued under the extended synthetic letter of credit
commitments; (iii) amends our total leverage ratio test, beginning with the fiscal quarter ending
December 31, 2010; (iv) provides the flexibility to request maturity extensions for the revolving
credit facility in the future through one or more loan modification offers; (v) provides the
ability to incur certain additional junior refinancing indebtedness; and (vi) effectuates several
technical and conforming changes.
The completion of the transactions under the Third Amended and Restated Credit Agreement will
provide us with greater financial flexibility to, among other things, make investments which we
believe will benefit the long term prospects for the business and create other business enhancing
opportunities.
The foregoing description of the Third Amended and Restated Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of such document, which is filed
as Exhibit 10.1 hereto and is incorporated by reference herein.
Certain of the lenders party to the Third Amended and Restated Credit Agreement, and their
respective affiliates, have performed, and may in the future perform, various commercial banking,
investment banking and other financial advisory services for Travelport and its subsidiaries for
which they have received, and will receive, customary fees and expenses.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information described above under Item 1.01. Entry into a Material Definitive Agreement is
incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit No. | Description | |
10.1
|
Third Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on October 22, 2010, among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC, and the other agents and other lenders party thereto. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
TRAVELPORT LIMITED |
||||
By: | /s/ Eric J. Bock | |||
Eric J. Bock | ||||
Executive Vice President, Chief Administrative Officer and General Counsel |
Date: October 26, 2010
TRAVELPORT LIMITED
CURRENT REPORT ON FORM 8-K
Report Dated October 26, 2010 (October 22, 2010)
CURRENT REPORT ON FORM 8-K
Report Dated October 26, 2010 (October 22, 2010)
EXHIBIT INDEX
10.1
|
Third Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on October 22, 2010, among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC, and the other agents and other lenders party thereto. |