Exhibit 10.84
FIRST AMENDMENT, WAIVER AND
CONSENT TO CREDIT AGREEMENT
Dated as of December 23, 2004
This FIRST AMENDMENT, WAIVER AND
CONSENT (this “ Amendment ”) is among
WORLDSPAN TECHNOLOGIES INC. (formerly known as Travel
Transaction Processing Corporation), a Delaware corporation
(“ WTI ”), WS HOLDINGS LLC , a Delaware
limited liability company (“ LP ”), and
WORLDSPAN, L.P. , a Delaware limited partnership (the
“ Borrower ”), and LEHMAN COMMERCIAL PAPER
INC. , as administrative agent for the Lenders (in such
capacity, the “ Administrative Agent
”).
PRELIMINARY
STATEMENTS
A.
WTI, LP, the Borrower, the Lenders and the Administrative Agent
have entered into that certain Credit Agreement, dated as of June
30, 2003, by and among WTI, LP, the Borrower, the lenders from time
to time party thereto (the “ Lenders ”), Lehman
Brothers Inc., as sole and exclusive advisor, joint lead arranger
and joint book-runner, Deutsche Bank Securities Inc., as
syndication agent, joint lead arranger and joint book-runner,
JPMorgan Chase Bank, Citicorp North America, Inc. and Dymas Funding
Company, LLC, as documentation agents, and the Administrative Agent
(the “ Credit Agreement ”; capitalized terms
used but not otherwise defined herein are used with the meanings
given such terms in the Credit Agreement).
B.
WTI, LP and the Borrower has requested that the Administrative
Agent and the requisite Lenders enter into this amendment, waiver
and consent, as set forth herein, and the Administrative Agent and
the requisite Lenders are willing to enter into such amendment,
waiver and consent on the terms and conditions stated
below.
NOW, THEREFORE
, in consideration of the premises
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
WAIVER AND CONSENT. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, the requisite Lenders
hereby
(a)
waive Section 7.9 of the Credit Agreement to the limited extent
necessary to permit the repurchase, repayment or redemption of up
to $24,000,000 worth of Senior Notes and up to $37,000,000 worth of
Seller Notes, in each case, from cash on and on terms and
conditions and pursuant to documentation satisfactory to the
Administrative Agent; and
(b)
consent to (i) the amendment of the Delta FASA substantially in the
form attached hereto as Annex II (the “ Delta FASA
Amendment ”) and any further amendment thereof that may
be required by the terms of the Delta FASA to conform certain
economic terms to the terms of the Northwest FASA Amendment (as
defined below) ,[**] (such amendment when effective, the
“Northwest FASA Amendment”).
2.
AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, the Credit Agreement is
amended as follows:
(a)
Section 1.1 of the Credit Agreement is hereby amended by inserting
therein, in the appropriate place to maintain alphabetical order,
the following new definition:
[**] Confidential treatment
requested for redacted portion; redacted portion has been filed
separately with the Commission.
