Attached files

file filename
8-K - FORM 8-K - Travelport LTDd454093d8k.htm
EX-4.1 - EXHIBIT 4.1 - Travelport LTDd454093dex41.htm
EX-4.2 - EXHIBIT 4.2 - Travelport LTDd454093dex42.htm
EX-4.3 - EXHIBIT 4.3 - Travelport LTDd454093dex43.htm
EX-10.9 - EXHIBIT 10.9 - Travelport LTDd454093dex109.htm
EX-10.3 - EXHIBIT 10.3 - Travelport LTDd454093dex103.htm
EX-10.7 - EXHIBIT 10.7 - Travelport LTDd454093dex107.htm
EX-10.4 - EXHIBIT 10.4 - Travelport LTDd454093dex104.htm
EX-10.5 - EXHIBIT 10.5 - Travelport LTDd454093dex105.htm
EX-10.1 - EXHIBIT 10.1 - Travelport LTDd454093dex101.htm
EX-10.2 - EXHIBIT 10.2 - Travelport LTDd454093dex102.htm
EX-10.6 - EXHIBIT 10.6 - Travelport LTDd454093dex106.htm
EX-10.10 - EXHIBIT 10.10 - Travelport LTDd454093dex1010.htm
EX-10.11 - EXHIBIT 10.11 - Travelport LTDd454093dex1011.htm

Exhibit 10.8

EXECUTION COPY

SUPPLEMENT NO. 1, dated as of December 11, 2012 (this “Supplement”), to the Intellectual Property Security Agreement, dated as of May 8, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and CREDIT SUISSE AG, as Collateral Agent.

A. Reference is made to the Credit Agreement, dated as of May 8, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as Administrative Agent, Credit Suisse AG, as Collateral Agent, and each Lender from time to time party thereto.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intellectual Property Security Agreement.

C. The Grantors have entered into the Intellectual Property Security Agreement in order to induce the Lenders to make Loans. Section 5.14 of the Intellectual Property Security Agreement provides that additional Restricted Subsidiaries of Holdings may become Subsidiary Parties under the Intellectual Property Security Agreement by execution and delivery of an instrument in the form of this Supplement. Each of the undersigned Restricted Subsidiaries (each, a “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Intellectual Property Security Agreement and as consideration for Loans previously made continuing to be outstanding.

Accordingly, the Collateral Agent and each New Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.14 of the Intellectual Property Security Agreement, each New Subsidiary by its signature below becomes a Subsidiary Party and Grantor under the Intellectual Property Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and Grantor and each New Subsidiary hereby (a) agrees to all the terms and provisions of the Intellectual Property Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Obligations, including the Guaranties, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such New Subsidiary’s right, title and interest in,


to and under the Collateral (as defined in the Intellectual Property Security Agreement) of such New Subsidiary. Each reference to a “Grantor” in the Intellectual Property Security Agreement shall be deemed to include each New Subsidiary. The Intellectual Property Security Agreement is hereby incorporated herein by reference.

SECTION 2. Each New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it 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.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signature of each New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Each New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of any and all Collateral of such New Subsidiary consisting of Intellectual Property and (b) set forth under its signature hereto, is the true and correct legal name of such New Subsidiary, its jurisdiction of formation, any organizational identification number issued to such New Subsidiary and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Intellectual Property Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intellectual Property Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intellectual Property Security Agreement.

SECTION 9. Each New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

SECTION 10. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Supplement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Supplement, the terms of the Intercreditor Agreement shall govern and control.

IN WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed this Supplement to the Intellectual Property Security Agreement as of the day and year first above written.


GALILEO INTERNATIONAL TECHNOLOGY, LLC,
By:  

/s/ Rochelle J. Boas

  Name: Rochelle J. Boas
  Title:   Authorized Person
  Legal Name: GALILEO INTERNATIONAL TECHNOLOGY, LLC
  Jurisdiction of Formation: Delaware
  Location of Chief Executive Office:
  Braemar Court #2
  Deighton Road
  St. Michael, Barbados, BB 140 17
GALILEO ASIA, LLC,
By:  

/s/ Rochelle J. Boas

  Name: Rochelle J. Boas
  Title:   Senior Vice President and Secretary
  Legal Name: GALILEO ASIA, LLC
  Jurisdiction of Formation: Delaware
  Location of Chief Executive Office:
  300 Galleria Parkway
  Atlanta, GA 30339


GALILEO LATIN AMERICA LLC,
By:  

/s/ Rochelle J. Boas

  Name: Rochelle J. Boas
  Title:   Senior Vice President and Secretary
  Legal Name: GALILEO LATIN AMERICA LLC
  Jurisdiction of Formation: Delaware
  Location of Chief Executive Office:
  300 Galleria Parkway
  Atlanta, GA 30339
TRAVELPORT FINANCE MANAGEMENT LLC,
By:  

/s/ Rochelle J. Boas

  Name: Rochelle J. Boas
  Title:   Senior Vice President and Secretary
  Legal Name: TRAVELPORT FINANCE MANAGEMENT LLC
  Jurisdiction of Formation: Delaware
  Location of Chief Executive Office:
  300 Galleria Parkway
  Atlanta, GA 30339
TRAVELPORT INVESTOR LLC,
By:  

/s/ Rochelle J. Boas

  Name: Rochelle J. Boas
  Title:   Senior Vice President and Secretary
  Legal Name: TRAVELPORT INVESTOR LLC
  Jurisdiction of Formation: Delaware
  Location of Chief Executive Office:
  300 Galleria Parkway
  Atlanta, GA 30339


TRAVELPORT SERVICES LLC,
By:  

/s/ Rochelle J. Boas

  Name: Rochelle J. Boas
  Title:   Senior Vice President and Secretary
  Legal Name: TRAVELPORT SERVICES LLC
  Jurisdiction of Formation: Delaware
  Location of Chief Executive Office:
  300 Galleria Parkway
  Atlanta, GA 30339


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
By:  

/s/ Judith E. Smith

  Name: Judith E. Smith
  Title:   Managing Director
By:  

/s/ Tyler R. Smith

  Name: Tyler R. Smith
  Title:   Associate


Schedule I to the

Supplement No. 1 to

the Intellectual Property

Security Agreement

INTELLECTUAL PROPERTY