CREDIT AGREEMENT

Loan Agreement

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WORLDSPAN TECHNOLOGIES INC | WS HOLDINGS LLC | WORLDSPAN, L.P | J.P. MORGAN SECURITIES INC | UBS SECURITIES LLC | LEHMAN BROTHERS INC | LEHMAN COMMERCIAL PAPER INC | DEUTSCHE BANK SECURITIES INC | GOLDMAN SACHS CREDIT PARTNERS L.P | JPMORGAN CHASE BANK, N.A

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Title: CREDIT AGREEMENT
Governing Law: New York Date: 3/28/2005
Law Firm: Dechert LLP,Latham & Watkins LLP

CREDIT AGREEMENT, Parties: worldspan technologies inc , ws holdings llc , worldspan l.p , j.p. morgan securities inc , ubs securities llc , lehman brothers inc , lehman commercial paper inc , deutsche bank securities inc , goldman sachs credit partners l.p , jpmorgan chase bank n.a

Exhibit 10.89

Execution Copy

$490,000,000

CREDIT AGREEMENT

among

WORLDSPAN TECHNOLOGIES INC.,

WS HOLDINGS LLC,

WORLDSPAN, L.P.,
as Borrower,

The Several Lenders
from Time to Time Parties Hereto,

J.P. MORGAN SECURITIES INC.,
as Joint Advisor, Joint Lead Arranger and Joint Book-Runner,

UBS SECURITIES LLC,
as Syndication Agent, Joint Advisor, Joint Lead Arranger and Joint Book-Runner,

LEHMAN BROTHERS INC.,
as Joint Lead Arranger and Joint Book-Runner,

LEHMAN COMMERCIAL PAPER INC.,
as Documentation Agent

DEUTSCHE BANK SECURITIES INC.,
and GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arrangers and Documentation Agents

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

Dated as of February 11, 2005

TABLE OF CONTENTS

			Page
SECTION 1. DEFINITIONS			2
	1.1	Defined Terms	2
	1.2	Other Definitional Provisions	26
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS			26
	2.1	Term Loan Commitments	26
	2.2	Procedure for Term Loan Borrowing	26
	2.3	Repayment of Term Loans	27
	2.4	Revolving Credit Commitments	27
	2.5	Procedure for Revolving Credit Borrowing	28
	2.6	Swing Line Commitment	28
	2.7	Procedure for Swing Line Borrowing; Refunding of Swing Line Loans	28
	2.8	Repayment of Loans; Evidence of Indebtedness	30
	2.9	Commitment Fees	31
	2.10	Termination or Reduction of Revolving Credit Commitments	31
	2.11	Optional Prepayments	31
	2.12	Mandatory Prepayments and Commitment Reductions	31
	2.13	Conversion and Continuation Options	32
	2.14	Minimum Amounts and Maximum Number of Eurodollar Tranches	33
	2.15	Interest Rates and Payment Dates	33
	2.16	Computation of Interest and Fees	33
	2.17	Inability to Determine Interest Rate	34
	2.18	Pro Rata Treatment and Payments	34
	2.19	Requirements of Law	35
	2.20	Taxes	36
	2.21	Indemnity	38
	2.22	Illegality	38
	2.23	Change of Lending Office	38
	2.24	Substitution of Lenders	39
SECTION 3. LETTERS OF CREDIT			39
	3.1	L/C Commitment	39
	3.2	Procedure for Issuance of Letter of Credit	39
	3.3	Fees and Other Charges	40
	3.4	L/C Participations	40
	3.5	Reimbursement Obligation of the Borrower	41
	3.6	Obligations Absolute	41
	3.7	Letter of Credit Payments	42
	3.8	Applications	42
SECTION 4. REPRESENTATIONS AND WARRANTIES			42
	4.1	Financial Condition	42
	4.2	No Change	43
	4.3	Existence; Compliance with Law	43
	4.4	Organizational Power; Authorization; Enforceable Obligations	43
	4.5	No Legal Bar	43
	4.6	No Material Litigation	44
	4.7	No Default	44
	4.8	Ownership of Property; Liens	44
	4.9	Intellectual Property	44
	4.10	Taxes	45

	4.11	Federal Regulations	45
	4.12	Labor Matters	45
	4.13	ERISA	46
	4.14	Investment Company Act; Other Regulations	46
	4.15	Subsidiaries	46
	4.16	Use of Proceeds	46
	4.17	Environmental Matters	46
	4.18	Accuracy of Information, etc.	47
	4.19	Security Documents	48
	4.20	Solvency	49
	4.21	Senior Indebtedness	49
	4.22	Insurance	49
	4.23	Operating Documentation	49
	4.24	Real Estate	49
	4.25	Permits	49
	4.26	Immaterial Subsidiaries	50
SECTION 5. CONDITIONS PRECEDENT			50
	5.1	Conditions to Initial Extension of Credit	50
	5.2	Conditions to Each Extension of Credit	53
	5.3	Conditions to Extension of Credit on Delayed Funding Date	54
SECTION 6. AFFIRMATIVE COVENANTS			54
	6.1	Financial Statements	54
	6.2	Certificates; Other Information	55
	6.3	Payment of Obligations	57
	6.4	Conduct of Business and Maintenance of Existence, etc.	57
	6.5	Maintenance of Property; Leases; Insurance	57
	6.6	Inspection of Property; Books and Records; Discussions	58
	6.7	Notices	58
	6.8	Environmental Laws	59
	6.9	Additional Collateral, etc	59
	6.10	Use of Proceeds	61
	6.11	ERISA Documents	61
	6.12	Further Assurances	62
	6.13	Immaterial Subsidiaries	62
	6.14	Post Closing Matters	62
SECTION 7. NEGATIVE COVENANTS			63
	7.1	Financial Condition Covenants.	63
	7.2	Limitation on Indebtedness	64
	7.3	Limitation on Liens	66
	7.4	Limitation on Fundamental Changes	67
	7.5	Limitation on Disposition of Property	68
	7.6	Limitation on Restricted Payments	68
	7.7	Limitation on Capital Expenditures	69
	7.8	Limitation on Investments	69
	7.9	Limitation on Optional Payments and Modifications of Indebtedness	70
	7.10	Limitation on Transactions with Affiliates	70
	7.11	Limitation on Sales and Leasebacks	71
	7.12	Limitation on Changes in Fiscal Periods	71
	7.13	Limitation on Negative Pledge Clauses	71
	7.14	Limitation on Restrictions on Subsidiary Distributions, etc	71
	7.15	Limitation on Lines of Business	72

	7.16	Limitation on Amendments to Operating Documentation	72
	7.17	Limitation on Activities of WTI and LP	72
	7.18	Limitation on Hedge Agreements	72
	7.19	Partnerships and Joint Ventures	72
	7.20	Subordination Agreements	73
SECTION 8. EVENTS OF DEFAULT			73
SECTION 9. THE AGENTS; THE ARRANGERS			76
	9.1	Appointment	76
	9.2	Delegation of Duties	77
	9.3	Exculpatory Provisions	77
	9.4	Reliance by Agents	77
	9.5	Notice of Default	77
	9.6	Non-Reliance on Agents and Other Lenders	78
	9.7	Indemnification	78
	9.8	Arrangers and Agents in Their Individual Capacities	78
	9.9	Successor Agents	79
	9.10	Authorization to Release Liens	79
	9.11	The Arrangers; the Syndication Agent; the Documentation Agents	79
	9.12	Withholding Tax	79
SECTION 10. MISCELLANEOUS			80
	10.1	Amendments and Waivers	80
	10.2	Notices	81
	10.3	No Waiver; Cumulative Remedies	82
	10.4	Survival of Representations and Warranties	82
	10.5	Payment of Expenses	82
	10.6	Successors and Assigns; Participations and Assignments	84
	10.7	Adjustments; Set-off	86
	10.8	Certain Undertakings with Respect to Securitization Subsidiaries.	86
	10.9	Counterparts	87
	10.10	Severability	87
	10.11	Integration	87
	10.12	GOVERNING LAW	87
	10.13	Submission To Jurisdiction; Waivers	87
	10.14	Suretyship Waivers	88
	10.15	Acknowledgments	88
	10.16	Confidentiality	88
	10.17	Release of Collateral and Guarantee Obligations	89
	10.18	Accounting Changes	89
	10.19	Delivery of Lender Addenda	89
	10.20	Construction	89
	10.21	WAIVERS OF JURY TRIAL	89
	10.22	JPMorgan Chase Bank, N.A. Direct Website Communications.	90
	10.23	USA PATRIOT Act.	90

iii

SCHEDULES:
1.1(a)		Immaterial Subsidiaries
4.4		Consents, Authorizations, Filings and Notices
4.9(b)		Trademarks, Service Marks and Trade Names
4.9(c)		Patents
4.9(d)		Copyrights
4.9(e)		Intellectual Property Licenses
4.15		Subsidiaries
4.19(a)-1		UCC Filing Jurisdictions—Collateral
4.19(a)-2		UCC Financing Statements to Remain on File
4.19(a)-3		UCC Financing Statements to be Terminated
4.19(b)		Mortgage Recording Jurisdictions
4.19(c)		UCC Filing Jurisdictions—Intellectual Property Collateral
4.23		Transaction Documentation
4.24		Real Estate
5.3(b)(i)		WTI Note Term Sheet
6.14(a)		Consents to Assignment
7.2(d)		Existing Indebtedness
7.3(f)		Existing Liens
EXHIBITS:
A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Assignment and Acceptance
E-1		Form of Legal Opinion of Dechert LLP
E-2		Form of Legal Opinion of Jeffrey Smith, General Counsel of the Borrower
E-3		Form of Legal Opinion of Nick Formisano, In-house Counsel of the Borrower
F-1		Form of Term Note
F-2		Form of Revolving Credit Note
F-3		Form of Swing Line Note
G		Form of Intercreditor Agreement
H		Form of Exemption Certificate
I		Form of Lender Addendum
J		Form of Solvency Certificate
K		Form of Subordinated Intercompany Note
L		Form of Notice of Borrowing

CREDIT AGREEMENT, dated as of February 11, 2005, among WORLDSPAN TECHNOLOGIES INC., a Delaware corporation (" WTI "), WS HOLDINGS LLC, a Delaware limited liability company (" LP "), WORLDSPAN, L.P., a Delaware limited partnership (the " Borrower "), the several banks and other financial institutions or entities from time to time parties to this Agreement (the " Lenders "), J.P. MORGAN SECURITIES INC. and UBS SECURITIES LLC, as joint advisors, J.P. MORGAN SECURITIES INC., UBS SECURITIES LLC and LEHMAN BROTHERS INC., as joint book-runners, J.P. MORGAN SECURITIES INC., UBS SECURITIES LLC, LEHMAN BROTHERS INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers (collectively, the " Arrangers "), UBS SECURITIES LLC, as syndication agent (in such capacity, the " Syndication Agent "), LEHMAN COMMERCIAL PAPER INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as documentation agents (in such capacities, the " Documentation Agents "), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the " Administrative Agent ").

W I T N E S S E T H:

WHEREAS, WTI is a Wholly Owned Subsidiary of the Sponsors, certain of their Control Investment Affiliates and the other Equity Investors, LP is a Wholly Owned Subsidiary of WTI and the Borrower is a Wholly Owned Subsidiary of WTI and LP;

WHEREAS, the Borrower is consummating the following recapitalization transactions on the date hereof concurrently with the initial funding of the Term Loans: (i) the issuance by the Borrower of $300,000,000 in aggregate principal amount of the Senior Notes, which were secured on a second priority basis by substantially all of the assets of the Borrower and its Subsidiaries and are subject to the terms and conditions of the Intercreditor Agreement, (ii) the repayment of approximately $58,500,000 of obligations and the terminations of all commitments outstanding under the Credit Agreement, dated as of June 30, 2003, as amended, among the Borrower, Lehman Commercial Paper Inc., as administrative agent, and the other agents, arrangers and lenders party thereto (the " Existing Credit Agreement ") and (iii) the repurchase of approximately $279,350,000 in aggregate principal amount of the Borrower's outstanding 9 ⁵ / 8 % Senior Notes due 2011 (the " Senior Fixed Rate Notes ") pursuant to a tender offer and related consent solicitation (the " Tender Offer "); and the Borrower intends to consummate the following recapitalization transactions: (iv) within 90 days following the funding of the Term Loans on the Delayed Funding Date, the payment of a cash dividend of approximately $376,900,000 to WTI to fund the redemption of certain of its preferred stock (the " WTI Preferred Stock Redemption "), (v) on or prior to February 28, 2005, the payment of a cash distribution of approximately $9,100,000 to WTI and LP (and LP intends to pay any such dividends received to WTI) to permit WTI to refinance its subordinated notes (the " Old WTI Notes ") in an aggregate principal amount of $43,700,000, originally issued to American and currently held by Affiliates of CVC, for a combination of approximately $9,100,000 in cash and approximately $43,700,000 in principal amount of newly-issued subordinated notes of WTI (the " WTI Notes "), (vi) on or prior to December 31, 2005, (1) the prepayment of certain advisory fees payable to WTI in an amount equal to $7,700,000, (2) the prepayment and termination by WTI of certain advisory fees payable to CVC Management LLC in an amount equal to $4,620,000 and (3) the payment of a special cash dividend of $3,080,000 to holders of WTI's Class B Common Stock (collectively, the " Sponsor Payments ") and (vii) concurrently with or prior to the funding of the Term Loans on the Delayed Funding Date, the amendment of the Advisory Agreement, the advisory agreement between WTI and CVC Management LLC and the certificate of incorporation of WTI to permit the Sponsor Payments (the " Sponsor Amendments ") (the transactions described in clauses (i) through (vii) collectively, the " Transactions ");

WHEREAS, the Borrower has requested that the Lenders make credit facilities available to the Borrower in order to finance the foregoing Transactions and for the other purposes set forth herein; and

WHEREAS, the Lenders are willing to make such credit facilities available upon and subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

" Acknowledgement and Consent ": the Acknowledgement and Consent of each Issuer (as defined in the Guarantee and Collateral Agreement) that is not also a Grantor (as defined in the Guarantee and Collateral Agreement), substantially in the form of Exhibit A to the Guarantee and Collateral Agreement.

" Act ": as defined in Section 10.23.

" Administrative Agent ": as defined in the preamble hereto.

" Advisory Agreement ": the Advisory Agreement between the Borrower and WTI, dated as of June 30, 2003, as amended, supplemented, replaced or otherwise modified from time to time.

" Affected Lender ": as defined in Section 2.24.

" Affiliate ": as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

" Affiliated Fund ": means, with respect to any Lender that is a fund that invests (in whole or in part) in commercial loans, any other fund that invests (in whole or in part) in commercial loans and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor.

" Agent Parties ": as defined in Section 10.22(c).

" Agents ": the collective reference to the Syndication Agent, the Documentation Agents and the Administrative Agent.

" Aggregate Exposure ": with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender's Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender's Term Loans and, if prior to the Delayed Funding Date or any termination of the Term Loan Commitments, the unfunded Term Loan Commitments than in effect, and (ii) the amount of such Lender's Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender's Revolving Extensions of Credit then outstanding.

" Aggregate Exposure Percentage ": with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

" Agreement ": this Credit Agreement, as amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" American ": American Airlines, Inc., a Delaware corporation.

" Applicable Margin ": for each Type of Loan, the rate per annum set forth under the relevant column heading below:

Base Rate
Loans

Eurodollar
Loans

Revolving Credit Loans and Swing Line Loans

1.75

2.75

Term Loans

1.75

2.75

provided , that if the Credit Facilities are rated B1 (or higher) by Moody's and B+ (or higher) by S&P (in each case, with a stable outlook), the Applicable Margin with respect to Term Loans shall be the rate per annum set forth under the relevant column heading below:

Base Rate
Loans

Eurodollar
Loans

Term Loans

1.50

2.50

" Application ": an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

" Arrangers ": as defined in the preamble hereto.

" Assessment Rate ": for any day, the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a comparable successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any successor provision) to the Federal Deposit Insurance Corporation for insurance by such Corporation of time deposits made in dollars at the offices of such member in the United States; provided that if, as a result of any change in any law, rule or regulation, it is no longer possible to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall be determined by the Administrative Agent to be representative of the cost of such insurance to the Lenders.

" Asset Sale ": any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c), (e), (f) or (g) of Section 7.5) which yields gross proceeds to any Loan Party or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value (as determined by the Administrative Agent) in the case of other non-cash proceeds) in excess of $2,500,000.

" Assignee ": as defined in Section 10.6(c).

" Assignment and Acceptance ": as defined in Section 10.6(c).

" Assignor ": as defined in Section 10.6(c).

" Available Revolving Credit Commitment ": as to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Revolving Credit Lender's Revolving Credit Commitment then in effect over (b) such Revolving Credit Lender's Revolving Extensions of Credit then outstanding; provided , that in calculating any Lender's Revolving Extensions of Credit for the purpose of determining such Lender's (other than the Swing Line Lender) Available Revolving Credit Commitment pursuant to Section 2.9(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

" Base CD Rate ": the sum of (a) the Three-Month Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

" Base Rate ": for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1%. Any change in the Base Rate due to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively

" Base Rate Loans ": Loans for which the applicable rate of interest is based upon the Base Rate.

" Benefited Lender ": as defined in Section 10.7(a).

" Board ": the Board of Governors of the Federal Reserve System of the United States (or any successor).

" Borrower ": as defined in the preamble hereto.

" Borrowing Date ": any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lender(s) to make Loans hereunder.

" Business Day ": (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

" Capital Expenditures ": for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease or purchase money financing) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

" Capital Lease Obligations ": as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

" Capital Stock ": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

" Cash Equivalents ": (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor's Ratings Services (" S&P ") or P-1 by Moody's Investors Service, Inc. (" Moody's "), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition;

(d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

" Certified ": when used with respect to any financial information of any Person to be certified by any of its officers, indicates that such information is to be accompanied by a certificate to the effect that such financial information has been prepared in accordance with GAAP consistently applied, subject in the case of interim financial information to normal year-end adjustments and absence of the footnotes required by GAAP, and presents fairly in all material respects the information contained therein as of the dates and for the periods covered thereby.

" Charter ": as to any corporation, the corporation's charter, as to any limited liability company or any limited partnership, the certificate of formation of such entity and, as to any other Person organized under any Governmental Authority, any Governing Document of such Person filed with such Governmental Authority.

" Chief Financial Officer ": of any Person means the chief financial officer or principal accounting officer of such Person (or the president of such Person but only if serving in the capacity of chief financial officer or principal accounting officer of such Person).

" Closing Date ": shall mean February 11, 2005.

" Code ": the Internal Revenue Code of 1986, as amended from time to time.

" Collateral ": all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document, including, without limitation, the Intellectual Property Collateral.

" Commitment ": as to any Lender, the sum of the Term Loan Commitment and the Revolving Credit Commitment of such Lender.

" Commitment Fee Rate ": ¹ / 2 of 1% per annum.

" Commonly Controlled Entity ": an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

" Compliance Certificate ": a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

" Communications ": as defined in Section 10.22(a).

" Confidential Information Memorandum ": the Confidential Information Memorandum dated January 2005 and furnished to the initial Lenders.

" Consents to Assignment ": each Consent to Assignment, in form and substance reasonably satisfactory to the Administrative Agent, delivered to the Administrative Agent pursuant to Section 6.14(a) or Section 6.9(a).

" Consolidated Current Assets ": at any date, all amounts (other than cash and Cash Equivalents) which would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries (including any Securitization Subsidiary) at such date.

" Consolidated Current Liabilities ": at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries (including any Securitization Subsidiary) at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries (including any Securitization Subsidiary) and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit Loans or Swing Line Loans to the extent otherwise included therein.

" Consolidated EBITDA ": of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense of such Person and its Subsidiaries, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including, in the case of the Borrower, the Loans and Letters of Credit), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), (f) any other non-cash charges, (g) expenses (including the Sponsor Payments) incurred in connection with the consummation of the Transactions and (h) any management fees paid to WTI in such period prior to the date hereof pursuant to the Advisory Agreement, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated basis.

" Consolidated Interest Coverage Ratio ": for any period, the ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries (including any Securitization Subsidiary) for such period to (b) Consolidated Interest Expense of the Borrower and its Subsidiaries (including any Securitization Subsidiary) for such period.

" Consolidated Interest Expense ": of any Person for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of such Person and its Subsidiaries (including any Securitization Subsidiary) for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including any Securitization Subsidiary) (including, without limitation, all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers' acceptance financing and net costs of such Person under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). When calculating Consolidated Interest Expense of the Borrower, cash interest payable by WTI on the WTI Notes shall not be deemed Consolidated Interest Expense of the Borrower.

" Consolidated Leverage Ratio ": as at the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries (including any Securitization Subsidiary) for such period; provided that for purposes of calculating Consolidated EBITDA of the Borrower and its Subsidiaries

(including any Securitization Subsidiary) for any period, (i) the Consolidated EBITDA of any Person acquired by the Borrower or its Subsidiaries (including any Securitization Subsidiary) during such period shall be included on a pro forma basis for such period (assuming for purposes of the calculation of Consolidated EBITDA the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the consolidated balance sheet of such acquired Person and its consolidated Subsidiaries (including any Securitization Subsidiary) as at the end of the period preceding the acquisition of such Person and the related consolidated statements of income and stockholders' equity and of cash flows for the period in respect of which Consolidated EBITDA is to be calculated (x) have been previously provided to the Administrative Agent and the Lenders and (y) (1) have been reported on without a qualification arising out of the scope of the audit by independent certified public accountants of nationally recognized standing and (2) have been found acceptable by the Administrative Agent and (ii) the Consolidated EBITDA of any Person Disposed of by the Borrower or its Subsidiaries (including any Securitization Subsidiary) during such period shall be excluded for such period (assuming for purposes of the calculation of Consolidated EBITDA the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period).

" Consolidated Net Income ": of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , that in calculating Consolidated Net Income of the Borrower and its consolidated Subsidiaries (including any Securitization Subsidiary) for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries (including any Securitization Subsidiary), (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries (including any Securitization Subsidiary) has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary (including any Securitization Subsidiary) in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary (including any Securitization Subsidiary) of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary and (d) gains and losses on extinguishment of Indebtedness of the Borrower and its Subsidiaries. In addition, FASA Credits provided by the Borrower to Northwest or Delta shall reduce consolidated net income in the period in which such credit was provided regardless of accounting treatment in accordance with GAAP, except to the extent FASA Credits have been prepaid with the proceeds of debt or equity issuances by WTI.

" Consolidated Total Debt ": at any date, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries (including any Securitization Subsidiary) at such date, determined on a consolidated basis in accordance with GAAP.

" Consolidated Working Capital ": at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

" Continuing Directors ": as to any Person, the directors of such Person on the Closing Date and each other director, if, in each case, such other director's nomination for election to the board of directors of such Person is made pursuant to the terms of the Stockholders' Agreement or is recommended by at least 66 ² / 3 % of the then Continuing Directors or such other director receives the vote of each of the shareholders of such Person on the Closing Date in his or her election by the shareholders of such Person.

" Contractual Obligation ": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

" Control Agreement ": each Control Agreement to be executed and delivered by each Loan Party party thereto as may be required by the Guarantee and Collateral Agreement, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Control Investment Affiliate ": as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

" CVC ": Citigroup Venture Capital Equity Partners, L.P.

" Default ": any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

" Delayed Funding Date ": the date set forth in the Notice of Borrowing delivered pursuant to Section 2.2(ii), which shall not be later than February 25, 2005, and on which the conditions precedent set forth in Sections 5.2 and 5.3 shall have been satisfied and the balance of the Term Loans are funded for the purposes set forth in Section 4.16.

" Delta ": Delta Air Lines, Inc., a Delaware corporation.

" Delta Continuing Payment Termination ": as defined in the Delta FASA.

" Delta FASA ": the Delta Founder Airline Services Agreement, dated as June 30, 2003, between Delta and the Borrower.

" Delta FASA Amendment ": the Second Amendment to the Delta Founder Airline Services Agreement, dated as of January 10, 2005, between Delta and the Borrower.

" Derivatives Counterparty ": as defined in Section 7.6.

" Disposition ": with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms " Dispose " and " Disposed of " shall have correlative meanings.

" Disqualified Stock ": any Capital Stock or other ownership or profit interest of any Loan Party that any Loan Party is or, upon the passage of time or the occurrence of any event, may become obligated to redeem, purchase, retire, defease or otherwise make any payment in respect of in consideration other than Capital Stock (other than Disqualified Stock, as defined herein), in each case on or prior to the date that is one year following the Revolving Credit Termination Date.

" Documentation Agents ": as defined in the Preamble hereto.

" Dollars " and " $ ": dollars in lawful currency of the United States of America.

" Domestic Subsidiary ": any direct or indirect Subsidiary of WTI which is not an Excluded Foreign Subsidiary, including, without limitation, any direct or indirect Subsidiary of WTI that is (x) incorporated or organized under the laws of a jurisdiction other than that of the United States of America and (y) treated as a pass-through entity for United States federal income tax purposes.

" ECF Percentage ": with respect to any fiscal year of the Borrower 75%.

" Environmental Laws ": any and all laws, rules, orders, regulations, statutes, ordinances, legally enforceable guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

" Environmental Permits ": any and all permits, licenses, approvals, registrations, notifications, exemptions and any other authorization required under any Environmental Law.

" Equity Investors ": the Sponsors, their Control Investment Affiliates, directors and employees of WTI and its Subsidiaries and others which are parties to the Stockholders' Agreement on the Closing Date.

" ERISA ": the Employee Retirement Income Security Act of 1974, as amended from time to time.

" Eurocurrency Reserve Requirements ": for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

" Eurodollar Base Rate ": with respect to any Eurodollar Loan for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the "Eurodollar Base Rate" with respect to such Eurodollar Loan for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period.

" Eurodollar Loans ": Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

" Eurodollar Rate ": means, with respect to any Eurodollar Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next ¹ / 16 of 1%) equal to (a) the Eurodollar Base Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

" Eurodollar Tranche ": the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

" Event of Default ": any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

" Excess Cash Flow ": for any fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income of the Borrower and its Subsidiaries (including any Securitization Subsidiary) for such fiscal year, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital of the Borrower and its Subsidiaries (including any Securitization Subsidiary) for such fiscal year, (iv) an amount equal to the aggregate net non-cash loss on the Disposition of Property by the Borrower and its Subsidiaries (including any Securitization Subsidiary) during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) the net increase during such fiscal year (if any) in deferred tax accounts of the Borrower (accompanied by a corresponding increase in assets) over (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries (including any Securitization Subsidiary) in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Credit Commitments and all optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, the Term Loans) of the Borrower and its Subsidiaries (including any Securitization Subsidiary) made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder such that after giving effect to such commitment reduction the Borrower or the applicable Subsidiary, as the case may be, would not be able to reborrow all or any of the amount so prepaid), (v) increases in Consolidated Working Capital of the Borrower and its Subsidiaries (including any Securitization Subsidiary) for such fiscal year, (vi) an amount equal to the aggregate net non-cash gain on the Disposition of Property by the Borrower and its Subsidiaries (including any Securitization Subsidiary) during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vii) the net decrease during such fiscal year (if any) in deferred tax accounts of the Borrower (accompanied by a corresponding decrease in assets) and (viii) the aggregate amount distributed to WTI to permit WTI to pay corporate overhead expenses, cash interest expense on the WTI Notes, income tax expense or other expense items (or amounts paid directly by the Borrower or any of its Subsidiaries (including any Securitization Subsidiary) on WTI's behalf for such items); provided that, with respect to the calculation of Excess Cash Flow for the fiscal year ending December 31, 2005, only Excess Cash Flow attributable to the period from the Closing Date until December 31, 2005 shall be taken into account.

" Excess Cash Flow Application Date ": as defined in Section 2.12(c).

" Exchange Act ": as defined in Section 8(l).

" Excluded Foreign Subsidiary ": means a direct or indirect Subsidiary of WTI that is (x) incorporated or organized under the laws of a jurisdiction other than that of the United States

of America and (y) not treated as a pass-through entity for United States federal income tax purposes.

" Existing Credit Agreement ": as defined in the preamble hereto.

" Facility ": each of (a) the Term Loan Commitments and the Term Loans made thereunder (the " Term Loan Facility "), and (b) the Revolving Credit Commitments and the extensions of credit made thereunder (the " Revolving Credit Facility ").

" Fair Market Value ": the current value that would be attributed to the Securitization Assets by an independent and unaffiliated third party purchasing the Securitization Assets in an arms-length sale transaction, as determined in good faith by the board of directors of the Borrower.

" FASA Credits ": the Delta FASA Credits and the Northwest FASA Credits, as defined in the Delta FASA and the Northwest FASA, respectively.

" FASAs ": collectively, the Delta FASA and the Northwest FASA.

" Federal Funds Effective Rate ": for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

" Fee Letter ": the Credit Facilities Fee Letter, dated January 25, 2005, among WTI, LP, the Borrower, the Agents, the Arrangers, UBS Loan Finance LLC, Deutsche Bank Trust Company Americas and Deutsche Bank AG Cayman Islands Branch, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" First Installment Date ": as defined in Section 2.3.

" FQ1 ", " FQ2 ", " FQ3 ", and " FQ4 ": when used with a numerical year designation, means the first, second, third or fourth fiscal quarters, respectively, of such fiscal year of the Borrower (e.g., FQ1 2005 means the first fiscal quarter of the Borrower's 2005 fiscal year, which ends March 31, 2005).

" Fulton County Bonds ": the Taxable Industrial Development Revenue Bond (Worldspan, L.P. Project), Series 2001, dated as of December 28, 2001, purchased by the Borrower from the Development Authority of Fulton County pursuant to the Bond Purchase Loan Agreement, dated as of December 1, 2001, by and between the Borrower and the Development Authority of Fulton County, and guaranteed by the Borrower pursuant to the Bond Guaranty Agreement, dated as of December 1, 2001, from the Borrower, as guarantor, to the Borrower and its successors, as purchasers.

" Funded Debt ": as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (f) and (i) of the definition of "Indebtedness" in this Section; it being understood that (1) the Fulton County Bonds and (2) Guarantee Obligations in respect of Indebtedness of the types described in clauses (g) and (h) of the definition of "Indebtedness" do not constitute Funded Debt. For the avoidance of doubt, undrawn or "unfunded" Revolving Credit Commitments do not constitute Funded Debt (it being understood that Revolving Credit Loans do constitute Funded Debt).

" Funding Office ": the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.

" GAAP ": generally accepted accounting principles in the United States of America as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1(b).

" Governing Documents ": collectively, as to any Person, the articles or certificate of incorporation and bylaws, any shareholders' agreement, certificate of formation, limited liability company agreement, partnership agreement or other formation or constituent documents of such Person.

" Governmental Authority ": any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

" Guarantee and Collateral Agreement ": the Guarantee and Collateral Agreement to be executed and delivered by WTI, LP, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Guarantee Obligation ": as to any Person (the " guaranteeing person "), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the " primary obligations ") of any other third Person (the " primary obligor ") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

" Guarantors ": the collective reference to WTI, LP and the Subsidiary Guarantors.

" Hedge Agreements ": all interest rate swaps, caps or collar agreements or similar arrangements entered into by the Borrower or any of its Subsidiaries providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

" Immaterial Subsidiary ": each of the Subsidiaries listed on Schedule 1.1(a) on the Closing Date and any additional Subsidiary designated as such in writing to the Administrative Agent, subject to the provisions of Section 6.13.

" Indebtedness ": of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person's business which are not overdue by more than 270 days), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) obligations under the WSSO Software Agreement, (g) all obligations of such Person, contingent or otherwise, as an account party under acceptance, letter of credit or similar facilities, (h) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above; (j) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (k) for the purposes of Section 8(e) only, all obligations of such Person in respect of Hedge Agreements and (l) the liquidation value of any Disqualified Stock of such Person or its Subsidiaries held by any Person other than such Person and its Wholly Owned Subsidiaries.

" Indemnified Liabilities ": as defined in Section 10.5.

" Indemnitee ": as defined in Section 10.5.

" Insolvency ": with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

" Insolvent ": pertaining to a condition of Insolvency.

" Intellectual Property ": all present and future (a) patents, patent applications, inventions, and other industrial property rights, (b) copyrights, mask work rights, and other rights associated with works of authorship, (c) trademarks, service marks, trade names, trade dress and other source identifiers, (d) trade secret rights, know-how, proprietary techniques, methodologies and processes, and (e) other forms of intellectual or industrial property rights and proprietary rights of any kind or nature, including, without limitation, licenses (under which the applicable Person is licensor or licensee), in each case under the laws of any jurisdiction in the world, including rights under and with respect to all applications, registrations, extensions, renewals, continuations, combinations, divisions, and reissues of the foregoing, and all rights to sue at law or in equity for any infringement, misappropriation, dilution or other violation thereof, including the right to receive all proceeds and damages therefrom.

" Intellectual Property Collateral ": all Intellectual Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by the Intellectual Property Security Agreement or the Guarantee and Collateral Agreement.

" Intellectual Property Security Agreements ": all Intellectual Property Security Agreements to be executed and delivered by the Loan Parties, each substantially in the form of Exhibit C to the Guarantee and Collateral Agreement, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Intercreditor Agreement ": that certain Intercreditor Agreement dated as of February 11, 2005, in the form of Exhibit G entered into by and between the Administrative Agent, WTI, LP and the Borrower, certain subsidiaries of the Borrower, The Bank of New York Trust Company, N.A., as

trustee and collateral agent under and as defined in the Senior Note Indenture, the Administrative Agent and the other entities from time to time party thereto.

" Interest Payment Date ": (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a Base Rate Loan (unless all Revolving Credit Loans are being repaid in full in immediately available funds and the Revolving Credit Commitments terminated) and any Swing Line Loan), the date of any repayment or prepayment made in respect thereof.

" Interest Period ": as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its Notice of Borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)

if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)

any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date or beyond the date final payment is due on the Term Loans shall end on the Revolving Credit Termination Date or such due date, as applicable;

(iii)

any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv)

the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

" Investments ": as defined in Section 7.8.

" Issuing Lender ": in its capacity as issuer of any Letter of Credit, a Revolving Credit Lender to be chosen by the Borrower and the Administrative Agent.

" Kansas City Property ": the real property owned by the Borrower located in the Southeast Quarter of Section 23, Township 52N, Range 34W, of the 5 ^th Principal Meridian, in Kansas City, Platte County, Missouri.

" L/C Commitment ": $15,000,000.

" L/C Fee Payment Date ": the third Business Day following the last day of each March, June, September and December and the last day of the Revolving Credit Commitment Period.

" L/C Obligations ": at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate

amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

" L/C Participants ": the collective reference to all the Revolving Credit Lenders other than the Issuing Lender.

" Lender Addendum ": with respect to any initial Lender, a Lender Addendum, substantially in the form of Exhibit I, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.19.

" Lenders ": as defined in the preamble hereto and includes the Issuing Lender.

" Letters of Credit ": as defined in Section 3.1(a).

" Lien ": any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

" Loan ": any loan made by any Lender pursuant to this Agreement.

" Loan Documents ": this Agreement, the Security Documents, the Applications and the Notes.

" Loan Parties ": WTI, LP, the Borrower and each Subsidiary of WTI which is a party to a Loan Document except the Subordinated Intercompany Note (including pursuant to Section 6.9).

" LP ": as defined in the preamble hereto.

" Majority Facility Lenders ": with respect to any Facility, the holders of more than 50% of (a) the sum of (i) the aggregate unpaid principal amount of the Term Loans and (ii) prior to any termination of the Term Loan Commitments, the total Term Loan Commitments then in effect or (b) the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments).

" Majority Revolving Credit Facility Lenders ": the Majority Facility Lenders in respect of the Revolving Credit Facility.

" Majority Term Loan Lenders ": the Majority Facility Lenders in respect of the Term Loans.

" Material Adverse Effect ": a material adverse effect on or affecting (a) the financial condition, business, results of operations, liabilities, management or prospects of the Loan Parties taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Loan Documents, (c) the validity, enforceability or priority of the Liens purported to be created by the Security Documents, or (d) the rights or remedies of any Secured Party hereunder or under any of the other Loan Documents.

" Materials of Environmental Concern ": any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces defined as hazardous or toxic under any Environmental Law, or that are regulated pursuant to or could give rise to liability under any Environmental Law.

" Mortgages ": any and all mortgages, deeds of trust and/or deeds to secure debt made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties in a form as may be reasonably agreed to by the Administrative Agent and the

Loan Parties party thereto, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Multiemployer Plan ": a Plan that is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

" Net Cash Proceeds ": (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys' fees, accountants' fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of reasonable and customary attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith.

" Non-Excluded Taxes ": as defined in Section 2.20(a).

" Non-Recourse Indebtedness ": Indebtedness as to which neither WTI nor any of its Subsidiaries: (1)(a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness or the pledge of any collateral), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against a Subsidiary of the obligor thereon) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Indebtedness incurred hereunder) of WTI or any of its Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (3) as to which the lenders thereof have been notified in writing that they will not have any recourse to the stock or assets of WTI or any of its Subsidiaries.

" Non-U.S. Lender ": as defined in Section 2.20(f).

" Northwest ": Northwest Airlines, Inc., a Minnesota corporation.

" Northwest Continuing Payment Termination ": as defined in the Northwest FASA.

" Northwest FASA ": the Northwest Founder Airline Services Agreement, dated as of June 30, 2003, between Northwest and the Borrower.

" Northwest FASA Amendment ": as defined in Section 7.16.

" Notes ": the collective reference to the Revolving Credit Notes, the Term Notes and the Swing Line Notes, if any, evidencing Loans.

" Notice of Borrowing ": a certificate duly executed by a Responsible Officer of the Borrower substantially in the form of Exhibit L.

" NWA ": NWA Inc., a Delaware corporation.

" Obligations ": the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Loan Parties to the Arrangers, to any Agent or to any Lender (or, in the case of Specified Hedge Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, to any Agent or to any Lender that are required to be paid by any Loan Party pursuant hereto or to any other Loan Document) or otherwise; provided , that (i) Obligations of the Borrower or any other Loan Party under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

" Old WTI Notes ": as defined in the preamble hereto.

" Online Provider Agreements ": (i) the Amended and Restated Agreement for CRS Access and Related Services, dated as of November 1, 2001, by and between Orbitz, LLC and the Borrower, (ii) the Subscriber Entity Agreement, dated as of October 1, 2001, by and between priceline.com Incorporated and the Borrower, (iii) the CRS Marketing, Services and Development Agreement, dated as of December 15, 1995, by and between Expedia, Inc. (successor-in-interest to Microsoft Corporation) and the Borrower, and (iv) the Technology Services Agreement, dated as of October 30, 2002, by and between Hotwire, Inc. and the Borrower, in each case, as amended, restated, supplemented or otherwise modified on or prior to the date hereof.

" Operating Documentation ": collectively, the FASAs, the other agreements listed on Schedule 4.23 and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Other Taxes ": any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

" Participant ": as defined in Section 10.6(b).

" Payment Amount ": as defined in Section 3.5.

" Payment Office ": the office of the Administrative Agent specified in Section 10.2 or as otherwise specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.

" PBGC ": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

" Permits ": the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required under any Requirement of Law.

" Permitted Investors ": the collective reference to the Sponsors and their Control Investment Affiliates.

" Permitted Liens ": the collective reference to (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 and (ii) in the case of Collateral consisting of Pledged Stock, non-consensual Liens permitted by Section 7.3 to the extent arising by operation of law and Liens permitted by Section 7.3(l).

" Permitted Securitization ": a Securitization that complies with the following criteria: (i) the cash portion of the initial purchase price paid by the Securitization Subsidiary at closing for the Securitization Assets is at least 95% of the Fair Market Value of the Securitization Assets at such time, (ii) the proceeds to the Borrower or any of its Subsidiaries, net of reasonable and customary expenses of the Securitization, from the sale of Securitization Assets are applied toward prepayment of the Term Loans as set forth in Section 2.12(b), (iii) the aggregate Investment by the Borrower or any of its Subsidiaries in Securitization Subsidiaries does not exceed $5,000,000, (iv) the face amount of all Securitization Assets sold, conveyed or transferred in Securitizations does not exceed $100,000,000 in the aggregate and (v) the Seller's Retained Interest and all proceeds thereof shall constitute Collateral and all necessary steps to perfect a security interest in such Seller's Retained Interest for the benefit of the Secured Parties are taken by the Borrower or any of its Subsidiaries.

" Person ": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

" Plan ": at a particular time, any employee benefit plan that is covered by ERISA and which the Borrower or any Commonly Controlled Entity maintains, administers, contributes to or is required to contribute to or under which the Borrower or any Commonly Controlled Entity could incur any liability.

" Platform ": as defined in Section 10.22(b).

" Pledged Stock ": as defined in the Guarantee and Collateral Agreement.

" Prime Rate ": the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

" Pro Forma Balance Sheet ": as defined in Section 4.1(a).

" Projections ": as defined in Section 6.2(c).

" Property ": any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

" Purchase Agreement ": the Purchase Agreement, dated February 7, 2005, among the Borrower and certain of its Subsidiaries, on the one hand, and J.P. Morgan Securities Inc., UBS Securities

LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co., on the other hand.

" Real Estate ": all real property held or used by the Borrower or its Subsidiaries, which the Borrower or the relevant Subsidiary owns in fee or in which it holds a leasehold interest as a tenant, all of which is more particularly identified in Schedule 4.24.

" Recovery Event ": any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Loan Party or any of its Subsidiaries in excess of $2,500,000.

" Refunded Swing Line Loans ": as defined in Section 2.7(b).

" Refunding Date ": as defined in Section 2.7(c).

" Register ": as defined in Section 10.6(d).

" Registration Rights Agreement ": the Registration Rights Agreement, dated February 11, 2005, between the Borrower and certain of its Subsidiaries, on the one hand, and J.P. Morgan Securities Inc., UBS Securities LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co., on the other hand.

" Regulation D ": Regulation D of the Board as in effect from time to time (and any successor to all or a portion thereof).

" Regulation T ": Regulation T of the Board as in effect from time to time (and any successor to all or a portion thereof).

" Regulation U ": Regulation U of the Board as in effect from time to time (and any successor to all or a portion thereof).

" Regulation X ": Regulation X of the Board as in effect from time to time (and any successor to all or a portion thereof).

" Reimbursement Obligation ": the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

" Reinvestment Deferred Amount ": with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by WTI, LP, the Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Loans or reduce the Revolving Credit Commitments pursuant to Section 2.12(b) as a result of the delivery of a Reinvestment Notice.

" Reinvestment Event ": any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

" Reinvestment Notice ": a written notice executed by a Responsible Officer of WTI or the Borrower stating that no Default or Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Wholly Owned Subsidiary to the extent otherwise permitted hereunder) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its or such Subsidiary's business.

" Reinvestment Prepayment Amount ": with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the Borrower's business.

" Reinvestment Prepayment Date ": with respect to any Reinvestment Event, the earlier of (a) the date occurring 180 days after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire assets useful in

the Borrower's or the applicable Subsidiary's business with all or any portion of the relevant Reinvestment Deferred Amount.

" Reorganization ": with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

" Reportable Event ": any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. Section 4043.

" Required Lenders ": at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and, if prior to the Delayed Funding Date or any termination of the Term Loan Commitments, the unfunded Term Loan Commitments then in effect and (ii) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

" Required Prepayment Lenders ": the Majority Facility Lenders in respect of each Facility.

" Requirement of Law ": as to any Person, the Governing Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

" Responsible Officer ": as to any Person, the chief executive officer, president, chief financial officer, general counsel, Senior Vice President—Finance or Vice President—Finance and Accounting of such Person, but in any event, with respect to financial matters, the chief financial officer, Senior Vice President—Finance or Vice President—Finance and Accounting of such Person. Unless otherwise qualified, all references to a "Responsible Officer" shall refer to a Responsible Officer of the Borrower.

" Restricted Payments ": as defined in Section 7.6.

" Revolving Credit Commitment ": as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and/or participate in Swing Line Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading "Revolving Credit Commitment" opposite such Lender's name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

" Revolving Credit Commitment Period ": the period from and including the Closing Date to the Revolving Credit Termination Date.

" Revolving Credit Lender ": each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

" Revolving Credit Loans ": as defined in Section 2.4.

" Revolving Credit Notes ": as defined in Section 2.8(e).

" Revolving Credit Percentage ": as to any Revolving Credit Lender at any time, the percentage which such Lender's Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal and/or face amount of such Lender's Revolving Credit Extensions of Credit then outstanding constitutes of the aggregate principal and/or face amount of the Total Revolving Extensions of Credit then outstanding).

" Revolving Credit Termination Date ": February 11, 2010.

" Revolving Extensions of Credit ": as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender's Revolving Credit Percentage of the L/C Obligations then outstanding and (c) such Lender's Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

" SEC ": the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

" Secured Parties ": collectively, the Arrangers, the Agents, the Lenders and, with respect to any Specified Hedge Agreement, any affiliate of any Lender party thereto (or any Person that was a Lender or an affiliate thereof when such Specified Hedge Agreement was entered into) that has agreed to be bound by the provisions of Section 7.2 of the Guarantee and Collateral Agreement as if it were a party thereto and by the provisions of Section 9 hereof as if it were a Lender party hereto.

" Securitization ": means any transaction or series of transactions entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or such Subsidiary, as the case may be, sells, conveys, assigns, grants an interest in or otherwise transfers to a Securitization Subsidiary Securitization Assets (and/or grants a security interest in such Securitization Assets transferred or purported to be transferred to such Securitization Subsidiary), and which Securitization Subsidiary finances the acquisition of such Securitization Assets (a) with cash, (b) with the issuance to the Borrower or such Subsidiary of Seller's Retained Interests or an increase in such Seller's Retained Interests or (c) with proceeds from the sale or collection of Securitization Assets.

" Securitization Assets ": any accounts receivable owed to the Borrower or any of its Subsidiaries (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and other assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivable and which are sold, transferred or otherwise conveyed by the Borrower or any of its Subsidiaries to a Securitization Subsidiary.

" Securitization Subsidiary ": a Person in which the Borrower or any of its Subsidiaries makes an Investment and to which the Borrower or any of its Subsidiaries sells, conveys, transfers or grants a security interest in Securitization Assets, which Person is a bankruptcy-remote special-purpose entity formed for the limited purpose of effecting one or more Securitizations involving the Securitization Assets and related activities.

" Security Documents ": the collective reference to the Guarantee and Collateral Agreement, the Intellectual Property Security Agreements, the Intercreditor Agreement, the Control Agreements, the Mortgages and all other pledge and security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

" Seller's Retained Interest ": the debt or equity interests held by the Borrower or any of its Subsidiaries in a Securitization Subsidiary to which Securitization Assets have been transferred, including any such debt or equity received as consideration for or as a portion of the purchase price for the Securitization Assets transferred, or any other instrument through which the Borrower or any of its Subsidiaries has rights to or receives distributions in respect of a residual or excess interest in the Securitization Assets.

" Senior Fixed Rate Notes ": as defined in the preamble hereto.

" Senior Note Documentation ": the Senior Note Indenture, the Purchase Agreement and the Registration Rights Agreement, together with any other instruments and agreements entered into by the Borrower or its Subsidiaries in connection therewith, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Senior Note Indenture ": the Indenture, dated as of February 11, 2005, entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Notes, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Senior Notes ": the senior second lien secured floating rate notes of the Borrower due February 15, 2011 issued from time to time pursuant to the Senior Note Indenture.

" Single Employer Plan ": any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

" Solvency Certificate ": the Solvency Certificate to be executed and delivered by the chief financial officer of each Loan Party, substantially in the form of Exhibit J, as the same may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

" Solvent ": when used with respect to any Person, as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise", as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature, and (e) such Person is not insolvent within the meaning of any applicable Requirements of Law. For purposes of this definition, (i) "debt" means liability on a "claim", and (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

" Specified Change of Control ": a "change of control" or similar event (howsoever defined) as defined in the Senior Note Indenture.

" Specified Hedge Agreement ": any Hedge Agreement (a) entered into by (i) the Borrower or any of its Subsidiaries and (ii) any Lender or any affiliate thereof, or any Person that was a Lender or an affiliate thereof when such Hedge Agreement was entered into as counterparty and (b) which has been designated by such Lender and the Borrower, by notice to the Administrative Agent not later than 90 days after the execution and delivery thereof by the Borrower or such Subsidiary, as a Specified Hedge Agreement; provided that the designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of any Lender or affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement.

" Sponsor Payments ": as defined in the preamble hereto.

" Sponsor Amendments ": as defined in the preamble hereto.

" Sponsors ": CVC and Ontario Teachers' Pension Plan Board.

" Standard Securitization Undertakings ": representations, warranties, covenants, repurchase obligations and indemnities entered into by the Borrower or any of its Subsidiaries which are customary for a seller or servicer of assets transferred in connection with a Securitization and are reasonably satisfactory to the Administrative Agent.

" Statutory Reserve Rate ": a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal time deposits in dollars of over $100,000 with maturities approximately equal to three months and (b) with respect to the Eurodollar Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

" Stockholders' Agreement ": the Stockholders' Agreement, dated as of June 30, 2003, among WTI and its stockholders, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Subordinated Intercompany Note ": the Subordinated Intercompany Note to be executed and delivered by WTI, LP, the Borrower and each of its Subsidiaries, substantially in the form of Exhibit K, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Subordination Agreements ": (i) the Subordination Agreement, dated as of June 30, 2003, among Delta, the Borrower and WTI, and (ii) the Subordination Agreement, dated as of June 30, 2003, among Northwest, the Borrower and WTI, in each case as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" Subsidiary ": as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower, but not to a Securitization Subsidiary of the Borrower or any of its Subsidiaries.

" Subsidiary Guarantor ": each Subsidiary of WTI other than (i) any Excluded Foreign Subsidiary and (ii) any Immaterial Subsidiary that is (x) incorporated or organized under the laws of a jurisdiction other than the United States of America and (y) treated as a pass-through entity for United States federal income tax purposes.

" Swing Line Commitment ": the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.

" Swing Line Lender ": JPMorgan Chase Bank, N.A., in its capacity as the lender of Swing Line Loans.

" Swing Line Loans ": as defined in Section 2.6.

" Swing Line Notes ": as defined in Section 2.8(e).

" Swing Line Participation Amount ": as defined in Section 2.7(c).

" Syndication Agent ": as defined in the preamble hereto.

" Synthetic Lease Obligations ": all monetary obligations of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations which do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment).

" Tax Amount ": for any period, the combined federal, state and local income taxes (including estimated taxes) that would be payable by the Borrower if it were a Delaware corporation filing separate tax returns with respect to its taxable income for such period; provided , however, that in determining the Tax Amount, the effect thereon of any net operating loss carryforwards or other carryforwards of tax attributes, such as alternative minimum tax carryforwards, that would have arisen if the Borrower were a Delaware corporation shall be taken into account; provided , further , that (i) the Tax Amount for any period shall not exceed the total net amount of the relevant (estimated or final, as the case may be) tax liability that WTI actually owes to the appropriate taxing authority at such time (taking into account, among other things, any net deductions, credits or offsets of WTI), (ii) if there is an adjustment in the amount of the Taxable Income for any period, an appropriate positive or negative adjustment shall be made in the Tax Amount, (iii) if the Tax Amount is negative (for example, as a result of a reduction in Taxable Amount upon filing of an amended return or a tax audit, or if the aggregate Tax Amounts paid for estimated tax for the relevant period exceed the final tax due for such periods), then the Tax Amount for succeeding periods shall be reduced to take into account such negative amount until such negative amount is reduced to zero, and (iv) any Tax Amount other than amount relating to estimated taxes shall be computed by a nationally recognized accounting firm.

" Tender Offer ": as defined in the preamble.

" Term Loan ": as defined in Section 2.1.

" Term Loan Commitment ": as to any Term Loan Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading "Term Loan Commitment" opposite such Lender's name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof; provided that the aggregate amount of the Term Loan Commitments as of the Closing Date is $450,000,000.

" Term Loan Lender ": each Lender that has a Term Loan Commitment or which is the holder of a Term Loan.

" Term Loan Percentage ": as to any Term Loan Lender at any time, the percentage which such Lender's Term Loan Commitment plus such Lender's Term Loans then outstanding then constitutes of the aggregate Term Loan Commitments plus the aggregate principal amount of the Term Loans then outstanding (or, at any time after the Delayed Funding Date or the termination of the Term Loan Commitments, the percentage which the aggregate principal amount of such Lender's Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

" Term Notes ": as defined in Section 2.8(e).

" Three-Month Secondary CD Rate ": for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day is not a Business Day, on the next preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it.

" Total Revolving Credit Commitments ": at any time, the aggregate amount of the Revolving Credit Commitments then in effect; provided that the amount of the Total Revolving Credit Commitments on the Closing Date shall be $40,000,000.

" Total Revolving Extensions of Credit ": at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

" Transactions ": as defined in the preamble.

" Transaction Documentation " shall mean the collective reference to the agreements entered into by WTI, LP or the Borrower in connection with any of the transactions, all material exhibits and schedules thereto and all agreements expressly contemplated thereby, including the Loan Documents, the Senior Note Documentation and the WTI Note Documentation.

" Transferee ": as defined in Section 10.16.

" Type ": as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

" UCC ": the Uniform Commercial Code, as in effect from time to time in any jurisdiction.

" Wholly Owned Subsidiary Guarantor ": any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

" Wholly Owned Subsidiary ": as to any Person, any other Person all of the Capital Stock of which (other than directors' qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

" WS Financing ": WS Financing Corp., a Delaware corporation.

" WSSO Software Agreement ": the IBM Webserver Software Special Option Software Agreement, dated as of October 5, 2003, among International Business Machines Corporation, IBM Credit Corporation and the Borrower, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" WTI ": as defined in the preamble.

" WTI Note Documentation ": the WTI Notes, together with any other instruments and agreements entered into by WTI in connection therewith, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

" WTI Notes ": as defined in the preamble hereto.

" WTI Preferred Stock Redemption ": as defined in the preamble hereto.

1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to any Loan Party and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) The expressions "payment in full," "paid in full" and any other similar terms or phrases when used herein with respect to the Obligations shall mean the indefeasible payment in full, in immediately available funds, of all of the Obligations.

(f) The words "including" and "includes" and words of similar import when used in this Agreement shall not be limiting and shall mean "including without limitation" or "includes without limitation", as the case may be.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Loan Commitments. Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make (i) on the Closing Date, a term loan (a " Term Loan ") to the Borrower in an amount equal to such Term Loan Lender's Term Loan Percentage of a portion of the aggregate Term Loan Commitments not to exceed $70,000,000 and (ii) on the Delayed Funding Date, a Term Loan to the Borrower in an amount up to the balance of the Term Loan Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.

The Borrower may make only two borrowings under the Term Loan Commitments, the first on the Closing Date and the second on the Delayed Funding Date. Each Term Loan Lender's Term Loan Commitment shall terminate immediately and without further action on the earlier of (i) February 25, 2005 and (ii) the Delayed Funding Date after giving effect to the funding of the full amount of such Term Loan Lender's Term Loan Commitment on such date.

2.2 Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (i) one Business Day prior to the anticipated Closing Date and (ii) three Business Days prior to the anticipated Delayed Funding Date, as applicable) requesting that the Term Loan Lenders make the Term Loans on the Closing Date and the Delayed Funding Date, as applicable, and specifying the amount to be borrowed on such date. The Term Loans made on the Closing Date and

the Delayed Funding Date shall initially be Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date and Delayed Funding Date, as applicable, each Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Term Loan Lenders in like funds.

2.3 Repayment of Term Loans. The Term Loan of each Term Loan Lender shall mature in 20 consecutive quarterly installments, commencing on March 31, 2005, each of which shall be in an amount equal to such Lender's Term Loan Percentage multiplied by the amount set forth below opposite such installment (which amount shall be reduced as the result of the application of prepayments in accordance with the order of priority set forth in Section 2.18):

Installment	Principal Amount
March 31, 2005	$	1,000,000
June 30, 2005	$	1,000,000
September 30, 2005	$	1,000,000
December 31, 2005	$	1,000,000
March 31, 2006	$	1,000,000
June 30, 2006	$	1,000,000
September 30, 2006	$	1,000,000
December 31, 2006	$	1,000,000
March 31, 2007	$	1,000,000
June 30, 2007	$	1,000,000
September 30, 2007	$	1,000,000
December 31, 2007	$	1,000,000
March 31, 2008	$	1,000,000
June 30, 2008	$	1,000,000
September 30, 2008	$	1,000,000
December 31, 2008	$	1,000,000
March 31, 2009	$	1,000,000
June 30, 2009	$	1,000,000
September 30, 2009	$	1,000,000
December 31, 2009	$	1,000,000

; provided , however , that the final principal installment shall be due on February 11, 2010 in an amount equal to the Term Loans outstanding at such date. Notwithstanding the foregoing, if the aggregate Term Loan Commitments are not fully funded on or prior to March 31, 2005 (the " First Installment Date "), the amounts set forth above shall be reduced on a pro rata basis so that an amount equal to 0.25% of the total principal amount of the Term Loans outstanding immediately prior to the First Installment Date shall be payable on each of the first 20 consecutive quarterly installments (as reduced by the application of prepayments pursuant to Section 2.18) and the final principal installment shall be due on February 11, 2010 in an amount equal to the Term Loans outstanding at such date.

2.4 Revolving Credit Commitments. (a) Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make revolving credit loans (" Revolving Credit Loans ") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Credit Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swing Line Loans then outstanding, does not exceed the amount of such Lender's Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrower may

use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date.

(b) The Borrower shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date.

2.5 Procedure for Revolving Credit Borrowing. The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in a Notice of Borrowing (which Notice of Borrowing must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the length of the initial Interest Period therefor. Any Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a $1,000,000 whole multiple in excess thereof; provided , that the Swing Line Lender may request, on behalf of the Borrower, borrowings under the Revolving Credit Commitments which are Base Rate Loans in other amounts pursuant to Section 2.7. Upon receipt of any such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

2.6 Swing Line Commitment. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (" Swing Line Loans ") to the Borrower; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only.

(b) The Borrower shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date.

2.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans. (a) Whenever the Borrower desires that the Swing Line Lender make Swing Line Loans it shall give the Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be

received by the Swing Line Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period). Each borrowing under the Swing Line Commitment shall be in an amount equal to $500,000 or a $100,000 multiple in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swing Line Loans, the Swing Line Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swing Line Loan to be made by the Swing Line Lender. The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date in immediately available funds.

(b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day's notice given by the Swing Line Lender no later than 12:00 Noon, New York City time, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the " Refunded Swing Line Loans ") outstanding on the date of such notice, to repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans. The Borrower irrevocably authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans.

(c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(b) (the " Refunding Date "), purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the " Swing Line Participation Amount ") equal to (i) such Revolving Credit Lender's Revolving Credit Percentage times (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans.

(d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Revolving Credit Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Credit Lender's pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided , however , that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

(e) Each Revolving Credit Lender's obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional

and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.8 Repayment of Loans; Evidence of Indebtedness. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8) and (iii) the principal amount of each Term Loan of such Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.15.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof. At the request of any Lender, at any time after an amendment, modification or waiver has been circulated by the Administrative Agent (but prior to the effectiveness of such amendment, modification or waiver), the Administrative Agent will provide such Lender with a list of the names of all the Lenders.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to such Borrower by such Lender in accordance with the terms of this Agreement.

(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans, Revolving Credit Loans or Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1, F-2 or F-3, respectively, with appropriate insertions as to date and principal amount (such notes, respectively, " Term Notes ", Revolving Credit Notes " and " Swing Line Notes ").

2.9 Commitment Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof.

(b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates from time to time agreed to in writing by the Borrower and the Administrative Agent including, without limitation, pursuant to the Fee Letter.

2.10 Termination or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

2.11 Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall (i) designate whether the Borrower is prepaying Revolving Credit Loans and/or Term Loans and (ii) specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided , that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans (unless all Revolving Credit Loans are being repaid and the Revolving Credit Commitments terminated) that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple in excess thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple in excess thereof.

2.12 Mandatory Prepayments and Commitment Reductions. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred, by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Sections 7.2(a)-(f) and (h)-(l) as in effect on the date of this Agreement), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and, if prior to the Delayed Funding Date, the reduction of the unfunded Term Loan Commitments as set forth in Section 2.12(d).

(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and, if prior to the Delayed Funding Date, the reduction of the unfunded Term Loan Commitments as set forth in Section 2.12(d); provided , that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Recovery Events that may

be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $10,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and, if prior to the Delayed Funding Date, the reduction of the unfunded Term Loan Commitments as set forth in Section 2.12(d). In addition, if on any date any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from a Securitization, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans.

(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2005 (for the period from the Closing Date to December 31, 2005), there shall be Excess Cash Flow, the Borrower shall on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and, if prior to the Delayed Funding Date, the reduction of the unfunded Term Loan Commitments as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an " Excess Cash Flow Application Date ") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(d) Subject to Section 2.18, amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans and, if prior to the Delayed Funding Date, the reduction of the unfunded Term Loan Commitments on a pro rata basis. The application of any prepayment pursuant to Section 2.11 and this Section 2.12 shall be made, first , to Base Rate Loans and, second , to Eurodollar Loans; provided that if no Default or Event of Default has occurred and is continuing and solely on terms and conditions acceptable to the Administrative Agent, the Borrower shall be entitled to temporarily place any amounts payable pursuant to this Section 2.12 in a cash collateral account to minimize the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Loans under Section 2.11 and this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment to the applicable Lender on the amount prepaid.

2.13 Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of

such Facility, and provided , further , that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.14 Minimum Amounts and Maximum Number of Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

2.15 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.

(c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum that is equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2.0% or (y) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans under the Revolving Credit Facility plus 2.0%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Facility plus 2.0% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to Base Rate Loans under the Revolving Credit Facility plus 2.0%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.16 Computation of Interest and Fees. (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365-day year (or a 366-day year in a leap year) for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a).

2.17 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.18 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders. Subject to Section 2.18(c), each payment (other than prepayments) in respect of principal or interest in respect of the Loans, and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders. The application of any prepayment pursuant to this Section 2.18 shall be made, first , to Base Rate Loans and, second , to Eurodollar Loans.

(b) Each payment (including each prepayment) of the Term Loans outstanding shall be allocated among the Term Loan Lenders holding such Term Loans pro rata based on the principal amount of such Term Loans held by such Term Loan Lenders, and each prepayment shall be applied to the installments of such Term Loans pro rata based on the remaining outstanding principal amount of such installments. Amounts prepaid on account of the Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment in respect of Reimbursement Obligations in connection with any Letter of Credit shall be made to the Issuing Lender.

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Payment Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a

day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the Borrower.

(f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment being made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such required date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.19 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.20 and changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower setting forth the calculation thereof in reasonable detail (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d) No Lender shall be entitled to compensation under this Section 2.19 for any costs incurred or reductions suffered with respect to any date that it has such costs unless it shall have notified the Borrower that it will demand compensation for such costs or reductions under paragraph (a) or (b) above, as applicable, not more than 180 days after the later of (i) such date, (ii) the date on which it shall have become aware of such costs or reductions and (iii) the date on which any relevant Requirement of Law shall be effective.

2.20 Taxes. (a) All payments made by or on behalf of the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Arranger, any Agent or any Lender as a result of a present or former connection between such Arranger, such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Arranger's, such Agent's or such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (" Non-Excluded Taxes ") are required to be withheld from any amounts payable to any Arranger, any Agent or any Lender hereunder or any other Loan Document, the amounts so payable to such Arranger, such Agent or such Lender shall be increased to the extent necessary to yield to such Arranger, such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts that would have been received hereunder had such withholding not been required; provided , however , that the Borrower or a Guarantor shall not be required to increase any such amounts payable to any Arranger, any Agent or

any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Arranger's, such Agent's or such Lender's failure to comply with the requirements of paragraph (f) or (g) of this Section, or (ii) in the case of any Non-U.S. Lender (as defined in paragraph (f) of this Section), that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower or a Guarantor with respect to such Non-Excluded Taxes pursuant to this Section 2.20(a).

(b) The Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c) The Borrower shall indemnify each Arranger, each Agent and any Lender for the full amount of Non-Excluded Taxes (to the extent the Borrower would be required to pay additional amounts with respect to such Non-Excluded Taxes pursuant to Section 2.20(a)) or Other Taxes arising in connection with payments made under this Agreement (including, without limitation, any Non-Excluded Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.20) paid by such Arranger, such Agent or Lender or any of their respective Affiliates and any liability (including penalties, additions to tax interest and expenses) arising therefrom or with respect thereto. Payment under this indemnification shall be made within ten days from the date any Arranger, any Agent or any Lender or any of their respective Affiliates makes written demand therefor.

(d) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for the account of the relevant Arranger or the relevant Agent or Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

(e) The agreements in this Section 2.20 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(f) Each Lender (or Transferee) that is not a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a " Non-U.S. Lender ") shall deliver to the Borrower and the Administrative Agent (and, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," a statement substantially in the form of Exhibit H to the effect that such Lender is eligible for a complete exemption from withholding of U.S. taxes under Section 871(h) or 881(c) of the Code and a Form W-8BEN, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(g) A Lende

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