30,000,000 Shares TRAVELPORT WORLDWIDE LIMITED COMMON SHARES, PAR VALUE $0.0025 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2014 • Travelport Worldwide LTD • Transportation services • New York
AGREEMENT AND PLAN OF MERGER by and among Toro Private Holdings III, Ltd., Toro Private Holdings IV, Ltd. (following the execution of a joinder) and Travelport Worldwide Limited Dated as of December 9, 2018Agreement and Plan of Merger • December 10th, 2018 • Travelport Worldwide LTD • Transportation services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 9, 2018, by and among Toro Private Holdings III, Ltd., a private limited company organized under the laws of England and Wales (“Parent”), following the execution of the Joinder, Toro Private Holdings IV, Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), and Travelport Worldwide Limited, a Bermuda exempted company (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
CREDIT AGREEMENT Dated as of March 16, 2018, Among TRAVELPORT LIMITED, as Holdings, Travelport Finance (Luxembourg) S.À r.l., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, GOLDMAN SACHS BANK USA, as Administrative Agent,...Credit Agreement • March 16th, 2018 • Travelport Worldwide LTD • Transportation services • New York
7,986,979 Shares TRAVELPORT WORLDWIDE LIMITED Common Shares, Par Value $0.0025 Per Share UNDERWRITING AGREEMENTTravelport Worldwide LTD • September 21st, 2016 • Transportation services • New York
The shareholders of Travelport Worldwide Limited, a Bermuda company (the “Company”), named on Schedule I hereto (the “Selling Shareholders”) severally propose to sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 7,986,979 common shares, par value $0.0025 per share (the “Common Shares”), of the Company (the “Shares”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
TRAVELPORT CORPORATE FINANCE PLC, as the Company, the GUARANTORS party hereto from time to time AND AND as Collateral Agent INDENTURE Dated as of March 16, 2018Indenture • March 16th, 2018 • Travelport Worldwide LTD • Transportation services • New York
MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units and Performance Share Units)Management Equity Award Agreement • May 3rd, 2018 • Travelport Worldwide LTD • Transportation services • Georgia
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”), and (“Executive”) is made as of , 2018 (the “Effective Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 11th, 2014 • Travelport Worldwide LTD • Transportation services • Delaware
AGREEMENT, effective as of , by and between Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), and (the “Indemnitee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 18th, 2014 • Travelport Worldwide LTD • Transportation services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 7, 2014, among Travelport Global Limited, Travelport Operations Limited and Travelport Travel Commerce Platform Limited (the “Guaranteeing Subsidiaries”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units, Performance Share Units and Options)Management Equity Award Agreement • May 5th, 2016 • Travelport Worldwide LTD • Transportation services • Georgia
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”), and (“Executive”) is made as of , 2016 (the “Effective Date”).
10,000,000 Shares TRAVELPORT WORLDWIDE LIMITED Common Shares, Par Value $0.0025 Per Share UNDERWRITING AGREEMENTTravelport Worldwide LTD • November 10th, 2015 • Transportation services • New York
Travelport Worldwide Limited, a Bermuda company (the “Company”), proposes to sell to Morgan Stanley & Co. LLC (the “Underwriter”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the Underwriter, an aggregate of 10,000,000 common shares, par value $0.0025 per share (the “Common Shares”), of the Company (the “Firm Shares”), of which 850,000 Common Shares are to be sold by the Company and 9,150,000 Common Shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
MANAGEMENT EQUITY AWARD AGREEMENT (Restricted Share Units, Performance Share Units and Options)Management Equity Award Agreement • September 11th, 2014 • Travelport Worldwide LTD • Transportation services • Georgia
THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of September [•], 2014 by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”) and <NAME OF EXECUTIVE> (“Executive”).
DIRECTOR AWARD AGREEMENT (RSUS)Director Award Agreement • November 6th, 2014 • Travelport Worldwide LTD • Transportation services • Georgia
THIS DIRECTOR AWARD AGREEMENT (“Agreement”) is made as of , 2014 (“Grant Date”) by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”) and (“Director”).
VOTING AGREEMENTVoting Agreement • December 10th, 2018 • Travelport Worldwide LTD • Transportation services • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2018 by and among Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shareholder”).
INCREMENTAL AMENDMENTIncremental Amendment • January 22nd, 2015 • Travelport Worldwide LTD • Transportation services • New York
This INCREMENTAL AMENDMENT, dated as of January 16, 2015 (this “Agreement”), among TRAVELPORT FINANCE (LUXEMBOURG) S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register under number RCS B B151012, having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of USD 180,000 (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), UBS AG, STAMFORD BRANCH, as an incremental revolving credit lender (the “Incremental Revolving Credit Lender”) and as the Additional L/C Issuer (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as Collateral Agent, and consented and agreed to by DEUTSCHE BANK AG NEW YORK BRANCH, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH and MORGAN STANLEY SENIOR FUNDING, INC., as the existing L/C Issuers.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2017 • Travelport Worldwide LTD • Transportation services • New York
This AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of August 2, 2017 (this “Agreement”), among Travelport Finance (Luxembourg) S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 189.658, having its registered office at 20, rue Eugène Ruppert, L-2453 Luxembourg (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), each Guarantor (as defined in the Amended Credit Agreement (as defined below)), the Term D Lenders (as defined in the Amended Credit Agreement (as defined below)) and GOLDMAN SACHS BANK USA, as Administrative Agent and as Collateral Agent.
PORTIONS OF THIS EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION SECOND AMENDMENT TO THE SUBSCRIBER SERVICES AGREEMENTSubscriber Services Agreement • November 6th, 2014 • Travelport Worldwide LTD • Transportation services
This Second Amendment to the Subscriber Services Agreement dated July 22, 2014 (“Amendment”) is entered into among Orbitz Worldwide, LLC, a Delaware limited liability company with offices at 500 West Madison Street, Suite 1000, Chicago, Illinois 60661 (“OWW”), Travelport, LP, a Delaware limited partnership with offices at 300 Galleria Parkway SE, Atlanta, Georgia USA 30339 (“TLP”), and Travelport Global Distribution System, B.V., a Netherlands company with offices at Taurusavenue 33A, 2132L2 Hoofddorp, The Netherlands (“TBV” and together with TLP, referred to collectively in this Agreement as “Travelport”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • September 11th, 2014 • Travelport Worldwide LTD • Transportation services • New York
TRANSITION AND SEPARATION AGREEMENT dated the 7th day of August, 2014 (the “Effective Date”) between TRAVELPORT LIMITED (“Travelport”) and ERIC J. BOCK (“Mr. Bock” and together with Travelport, the “Parties”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 27th, 2016 • Travelport Worldwide LTD • Transportation services • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 23, 2016 (this “Agreement”), among Travelport Finance (Luxembourg) S.à r.l., a private limited liability company (société à +responsabilité limitée) incorporated and existing under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register under number RCS B B151012, having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of USD 180,000 (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), the Term B Lenders (as defined in the Amended Credit Agreement (as defined below)) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as Collateral Agent.
REGISTRATION RIGHTS AGREEMENT among THE SHAREHOLDERS REFERRED TO HEREIN and TRAVELPORT WORLDWIDE LIMITED Dated as of April 15, 2013Registration Rights Agreement • August 18th, 2014 • Travelport Worldwide LTD • Transportation services • New York
REGISTRATION RIGHTS AGREEMENT dated as of April 15, 2013. among Travelport Worldwide Limited (the “Company”) and the parties listed under the heading “Shareholders” on the signature pages hereto (the “Shareholders”).
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 18th, 2014 • Travelport Worldwide LTD • Transportation services • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 7, 2014, among Travelport Global Limited, Travelport Operations Limited and Travelport Travel Commerce Platform Limited (the “Guaranteeing Subsidiaries”), and Computershare Trust Company, N.A. (as successor of The Bank of Nova Scotia Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
THIS AGREEMENT is dated 5th May 2016Agreement • August 4th, 2016 • Travelport Worldwide LTD • Transportation services • England and Wales
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • January 20th, 2017 • Travelport Worldwide LTD • Transportation services • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of January 19, 2017 (this “Agreement”), among Travelport Finance (Luxembourg) S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register under number RCS B B151012, having its registered office at 2-4, rue Eugène Ruppert, L-2453 Luxembourg and with a share capital of USD 180,000 (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), the Term C Lenders (as defined in the Amended Credit Agreement (as defined below)) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as Collateral Agent.
DIRECTOR AWARD AGREEMENT (DSUs)Director Award Agreement (Dsus) • August 4th, 2016 • Travelport Worldwide LTD • Transportation services • Georgia
THIS DIRECTOR AWARD AGREEMENT (“Agreement”) is made as of (“Grant Date”) by and between Travelport Worldwide Limited, a Bermuda exempted company (“TWW”) and (“Director”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • February 18th, 2016 • Travelport Worldwide LTD • Transportation services • New York
TRANSITION AND SEPARATION AGREEMENT dated the 23rd day of October, 2015 (the “Effective Date”) among TRAVELPORT WORLDWIDE, TRAVELPORT, LP (collectively with Travelport Worldwide Limited, “Travelport” or the “Company”)) and KURT EKERT (“Mr. Ekert” and together with Travelport, the “Parties”).
