**Exhibit10.100**

**Amendment3 toWorldspan Asset Management Offering Agreement**

This amendment is thethird amendment (“Amendment 3”) to the Asset Management Offering Agreementeffective as of July 1, 2002, among Worldspan, L.P. (“Worldspan”),International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBMCredit”), Agreement ASVB594, as previously amended by Amendment 1 effective asof December 16, 2002, and Amendment 2 effective as of December 31, 2003(collectively, the “AMO Agreement”).

Each term defined in theAMO Agreement shall have the same meaning in this Amendment 3 unless otherwiseprovided herein or inconsistent with the content hereof.

The purpose of this Amendment 3 is to replace, modifyor add certain terms in the AMO Agreement with the terms specified in this Amendment3.

Provided that Worldspan,IBM and IBM Credit have signed and delivered this Amendment 3 on or before June30, 2006, this Amendment 3 becomes effective on June 30, 2006 (the “EffectiveDate of Amendment 3”) and, among other things, extends the Expiration Date ofthe AMO Agreement from June 30, 2008 to June 30, 2011, subject to furtherextensions in accordance with new Section 38 of the AMO Agreement.

This Amendment 3 may besigned in one or more counterparts, each of which will be deemed to be anoriginal and all of which when taken together will constitute the sameagreement.  Any copy of this Amendment 3made by reliable means is considered an original.

The Monthly Payment payable pursuant to this Amendment 3 is intendedto include, and IBM shall provide for such Monthly Payment, the equipment,programs, and services specified or provided for in the AMO Agreement or thisAmendment 3, but the Monthly Payment does not include any amounts associatedwith associated equipment, programs, and services that are addressed in anyother commercial agreements between Worldspan and IBM, except to the extentotherwise specified in the AMO Agreement.

The Parties agree that this Amendment 3, whichincludes the associated documents attached hereto, is the complete agreementamong the Parties with respect to the subject matter hereof and replaces anyprior oral and/or written communications between the Parties concerning thissubject matter.  By signing below, theParties agree to the terms of this Amendment 3.

Except for the changesspecified in this Amendment 3, all other terms and conditions of the AMO Agreementremain unchanged.  In the event of aconflict between this Amendment 3 and the AMO Agreement, this Amendment 3 willprevail.

The Parties agree that, as of the Effective Date of Amendment 3, the AMOAgreement shall be amended as follows:

**1.  Monthly Payments.**  Exhibit A (Monthly Payments) to the AMOAgreement is replaced in its entirety with the Exhibit A attached asAttachment 1 to this Amendment 3.

**2.  Revised Capacity Plan.**  Exhibits B-1 (GDS Capacity Plan) and B-2(Non-GDS Capacity Plan) to the AMO Agreement are replaced in their entiretywith the Exhibit B attached as Attachment 2 to this Amendment 3.

**3.  Current Machines.** Exhibit C (Current Machines) to the AMOAgreement is replaced in its entirety with the Exhibit C attached asAttachment 3 to this Amendment 3.

**4**.  **Reduction/PaymentAmounts**.  Exhibit D (Reduction/Payment Amounts for Deferred,Deleted, Accelerated, and Additional Capacity) to the AMO Agreement is deletedin its entirety.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

1

----

 

**5.  Settlement/Termination Percentages. **Exhibit F (Settlement/TerminationPercentages) to the AMO Agreement is amended as follows:

(a)** **Thetable in Section I (Termination Percentages) is amended by deleting allrows beginning with “07/01/2006” and replacing those rows with the following:

| 7/01/2006  | [**]  |
|------------|-------|
| 10/01/2006 | [**]  |
| 1/01/2007  | [**]  |
| 4/01/2007  | [**]  |
| 7/01/2007  | [**]% |
| 10/01/2007 | [**]% |
| 1/01/2008  | [**]% |
| 4/01/2008  | [**]% |
| 7/01/2008  | [**]% |
| 10/01/2008 | [**]% |
| 1/01/2009  | [**]% |
| 4/01/2009  | [**]% |
| 7/01/2009  | [**]% |
| 10/01/2009 | [**]% |
| 1/01/2010  | [**]% |
| 4/01/2010  | [**]% |
| 7/01/2010  | [**]% |
| 10/01/2010 | [**]% |
| 1/01/2011  | [**]% |
| 4/01/2011  | [**]% |

(b)  The first table in Section II(Settlement Percentages) is amended by deleting all rows beginning with “07/01/2006”and replacing those rows with the following:

| 7/01/2006  | [**]% |
|------------|-------|
| 10/01/2006 | [**]% |
| 1/01/2007  | [**]% |
| 4/01/2007  | [**]% |
| 7/01/2007  | [**]% |
| 10/01/2007 | [**]% |
| 1/01/2008  | [**]% |
| 4/01/2008  | [**]% |
| 7/01/2008  | [**]% |
| 10/01/2008 | [**]% |
| 1/01/2009  | [**]% |
| 4/01/2009  | [**]% |
| 7/01/2009  | [**]% |
| 10/01/2009 | [**]% |
| 1/01/2010  | [**]% |
| 4/01/2010  | [**]% |
| 7/01/2010  | [**]% |
| 10/01/2010 | [**]% |
| 1/01/2011  | [**]% |
| 4/01/2011  | [**]% |

 

**6****.  Worldspan Order Letter.** Exhibit G (Worldspan Order Letter) to the AMOAgreement is replaced in its entirety with the Exhibit G attached as Attachment4 to this Amendment 3.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

2

----

 

**7.  [**]. **[**].

**8.  Maintenance Services.**  Exhibit H (Maintenance Services) to the AMOAgreement is deleted in its entirety and replaced with the Exhibit H attachedas Attachment 6 to this Amendment 3. Additional terms governing Maintenance Service are set forth below inthis Amendment 3 in the section entitled “Maintenance Services.”

**9.  Special Offering Attachment for VMCharges. **The****Exhibit N (Special Offering Attachment for VM Charges)attached as Attachment 7 to this Amendment 3 is added to the AMO Agreement asExhibit N.

**10.  Maintenance FTEs.**  Exhibit K (Maintenance FTEs CustomarilyProvided by IBM for Equipment on IBM Warranty or Maintenance) to the AMOAgreement is deleted in its entirety. Additional terms governing Maintenance Services are set forth below inthis Amendment 3 in the section entitled “Maintenance Services.”

**11.  December 2003 Product Acquisition.**  Exhibit L (December 2003 Product Acquisition)to the AMO Agreement, which was added by Amendment 2, is deleted in itsentirety.

**12.  Expiration Date. **The fifth paragraph on thefirst page of the AMO Agreement is amended by replacing the date “June 30,2008” with the date “June 30, 2011”. The term of the AMO Agreement may be further extended in accordance withSection 38 of the AMO Agreement.

**13.  Cancelled/Superseded Agreements.**

The second sentence ofthe first paragraph of Section 1 of the AMO Agreement is amended in itsentirety to read as follows:

“The Order Letters issued under this AMO Agreement shall begin withOrder Letter 100, and the Order Letters issued under this AMO Agreement afterJune 30, 2006, shall begin with Order Letter 400.”

**14.  Capacity Plan for S/390 Machines in ExhibitsB-1 and B-2.**

Section 5 of the AMOAgreement, entitled “Capacity Plan for S/390 Machines in Exhibit B-2”, andSection 5.1 of the AMO Agreement, entitled “Capacity Plan for S/390 Machines inExhibit B-1”, are deleted in their entirety.

**15.  Capacity Management for S/390 Machines inExhibits B-1 and B-2.**

Section 6 of the AMOAgreement, entitled “Capacity Management for S/390 Machines in Exhibit B-2”,and Section 6.1 of the AMO Agreement, entitled “Capacity Management for S/390Machines in Exhibit B-1”, are deleted in their entirety and replaced with thefollowing:

“**6.  GDS Complex Variable Capacity (“GDSCVC”)**

This Section describes an arrangement (the “GDSCVCArrangement”) which is intended to provideWorldspan with flexibility to manage the fixed and variable MIPS capacity ofits workload associated with the Global Distribution System (the “GDS Workload”).[**].  The sub-sections below define theterminology and describe the Machines, Programs, operating environment, reportsand measurements that determine the fixed and variable elements of, andcorresponding charges associated with, the GDSCVC Arrangement.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

3

----

 

**Definitions:**  Forpurposes of this Section 6:

“Month” means a calendar month.

“Central Processor” or “CP” means, forpurposes of this section only, a processor available for use on theMachines.  This is frequently referred toas an “engine.”

[**]

“TPF Adjusted Utilization” means Worldspan’sutilization of a [**] LPAR subject to this GDSCVC Arrangement for a given timeperiod (expressed in terms of a fraction between 0 and 1.000) [**].

“GDS Complex” means the [**] LPARs [**].

“Capacity”,when used in the context of MIPS, Usage or Utilization, is used solely for thepurposes of implementing the provisions of this AMO Agreement added byAmendment 3 and has no other meaning.

“MIPS” means a unit of measurementfor the processing capacity of a CP or Machine. It is an approximation of relative internal processor performance.  The MIPS numbers in this section are specificto, and are to be used solely for measuring elements of, this sectiononly.  They are not intended for capacityplanning purposes nor does IBM make any representation that they will be anaccurate reflection of the results that Worldspan might expect to achieve inits unique operational environment.

[**]

“TPF Complex” means the [**] Machinesinstalled under and defined in Exhibit B of this AMO Agreement.  The GDS Complex is a subset of the TPFComplex.

“Threshold” means the MIPS utilization,expressed as a percentage of a GDS LPAR at which [**]****has been utilized.

[**]

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

4

----

 

[**]

The capacity of each CP is understood andagreed by the Parties to be dependent on the overall activated capacity of theMachine.  The “Activated CP Capacity”, asdefined below, will be utilized to calculate LPAR capacity.  The total Activated CP Capacity of the LPAR,[**] will therefore be the sum of the capacity of the CPs allocated to thatLPAR.

[**]

“Activated CPCapacity” means the activated MIPS capacity of a Machine used for GDSCVCcalculation purposes only and is in no way to be considered a performancerepresentation or guarantee of any sort.

The tableentitled “Assumed Activated CP Capacity (in MIPS) for GDSCVC CalculationPurposes” below specifies the assumed Activated CP Capacity for each possibleconfiguration of the GDSCVC Machines as shipped.  The “Capacity Setting” column represents theMachine’s activated capacity (the “Capacity Utilized”).  The MIPS column represents the “CP Capacity”for the corresponding Machine model.  “CapacitySetting” is independent of any LPAR allocations and is solely dependent on theinstalled and activated CPs on the Machine.

For clarity, if a physical Model [**]Machine has only been activated to a Capacity Setting of [**], then the CP MIPSvalue for such Machine shall correspond to the Capacity Setting of a [**]Machine for purposes of this calculation. In this example, the table below shows that the CP Capacity for aMachine activated to the Capacity Setting of a [**] would be [**] MIPS.

**Table:**  **Assumed Activated CP Capacity (in MIPS) for GDSCVC Calculation Purposes**

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

5

----

 

**General:**

[**].  These Machines are currently activated asshown in the table entitled “Initial GDSCVC Setup”.  The Parties agree that IBM is not requiredto make available under this GDSCVC Arrangement any capacity that would requireany Machine(s) to be upgraded past its initial peak capability level (“MachinePeak Capability”), which is [**] capacity level shown in the Initial GDSCVCSetup table, or that would require IBM to add additional Machines, or ModelUpgrades to the existing Machines. However, this is not intended to prevent Worldspan from executing any ofthe Additional Capacity options as listed elsewhere in this AMO Agreement.  Any Program charges [**] that might resultfrom the GDSCVC configuration described below are not included in the MonthlyPayment [**] and would beseparately charged to Worldspan pursuant to the then-current terms andconditions of any applicable agreements for such Programs.

For reference purposes, the number of MIPS for each of the GDS ComplexMachines is listed in the table below. The MIPS shown are derived from IBM LSPR z/OS 1.6 Multi-Image DefaultMixed Workload performance measurements indexed to a 2084-301 operating inSingle-Image mode = 450 MIPS.

**Table:  IBM LSPR z/OS 1.6 Multi-Image Default MixedWorkload**

[**]

**InitialGDSCVC Setup:**

Upon installationof these Machines, IBM will enable these Machines to operate as shown in thetable below.  The total available GDScapacity (“GDSCVC Capacity Available”) in the initial configuration is [**], ofwhich [**] are considered the Fixed Baseline Capacity and [**] are availablefor Variable Capacity.

The Partiesacknowledge that the MIPS value of [**] used as the Fixed Baseline Capacity isderived from a previous GDS [**] Machine configuration in which capacities werebased on a then-current z/OS 1.4 Single-Image measurement environment.  This measurement base is no longer currentand does not exist for the [**] Machines included herein.  For [**], the measurement base has beenupdated to a z/OS 1.6 Multi-Image methodology. Applying this same methodology to the existing GDS [**] Machineconfiguration would yield a Fixed Baseline Capacity of [**] MIPS; however, forthe convenience of the Parties, a Fixed Baseline Capacity of [**] MIPS baselineshall be used in this GDSCVC Arrangement.

[**].

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

6

----

 

[**]

Note: For theworkloads shown above:

·      GDSdenotes the GDS Workload as defined above

·      DMdenotes the Deltamatic TPF Workload

·      OSSdenotes the Delta OSS System

·      DVMdenotes Delta VM Systems

·      LTSTdenotes the Worldspan Large Test System

·      VMdenotes the Worldspan VM Systems

·      [**]

**GDSCVC****Reporting:**

[**].  This report (the “GDSCVC Report”) will beprovided to IBM on a monthly basis, in the format of a Microsoft Excelspreadsheet, and will be available to IBM no later than the 10th day of the following month.  Worldspan will deliver the monthly reportelectronically to, at a minimum, the IBM AMO Project Executive, the IBM ClientExecutive and the IBM AMO Account Support Representative.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

7

----

 

IBM willprovide Worldspan with appropriate contact information for each of theseindividuals, and will update that information as applicable.  The contact information as of June 30, 2006is listed below.  If Worldspan has notprovided this report by the 20th day of the following month, [**].

The GDSCVCReport will include, at a minimum:

[**].

**GDSCVCUsage Calculation:**

[**]

[**].  IBM will provide Worldspan notification, viaelectronic mail, of said charges before adding them to the invoice.

**ContactInformation for Monthly GDSCVC Reporting**

IBM AMO Project Executive — [**]

IBM AMO Account Support Representative —[**]

IBM ClientExecutive — [**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

8

----

 

**GDSCVCAdjustments**

All GDSCVCAdjustments, as described below, shall be confirmed by the Parties in an OrderLetter.

**1.  Adjustments for Additional Capacity:**

ShouldWorldspan choose to alter the number of CPs defined to a GDS LPAR, or alter theoverall number of CPs activated for any workload on a Machine installed in theGDS Complex, [**], the GDSCVC Capacity Available and the GDSCVC Utilizationvalues used for calculation in this Section shall require adjustment.  Such adjustment will be made utilizing theapplicable value of the resulting Machine configuration from the AssumedActivated CP Capacity (in MIPS) for GDSCVC Calculation Purposes Table, [**].

The sum ofthe GDSCVC Capacity Available calculations for each altered Machine shall thenequal the total GDSCVC Capacity Available for the GDS Complex.

[**].

**2. Adjustments for theDeparture of the Deltamatic Fixed Capacity:**

If Worldspan should cease to host, in its entirety, the Deltamatic TPFWorkload, Worldspan may redeploy the [**] Deltamatic MIPS to the GDS Complex.”

**16. Additional Capacity.**

Section 7 of the AMO Agreement is deleted and replacedin its entirety with the following:

**“7.Additional Capacity**

As a result of theongoing strategic and financial relationship between Worldspan and IBM, IBMwill provide Worldspan:

[**].

[**].

Additionally, IBMCredit will offer Worldspan a [**]for any Additional Capacity that Worldspan may acquire for use in a separateDelta data center created by Worldspan after June 30, 2006.  Terms related to this [**] for such futureAdditional Capacity will be dependent on the term of the Lease for theseMachines and will be mutually stipulated and documented appropriately at thetime the future leases for those Machines commence.

The charges forAdditional Capacity will apply for the term specified in an Order Letter, asdefined in the IBM Credit Financing section of this AMO Agreement, ending nolater than the Expiration Date.”

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

9

----

 

**17.  Additional Capacity Vertical Upgrades forS/390 Machines in Exhibits B-1 and B-2.**

Section 8 of the AMO Agreement, entitled “AdditionalCapacity Vertical Upgrades for S/390 Machines in Exhibit B-2”, and Section 8.1of the AMO Agreement, entitled “Additional Capacity Vertical Upgrades for S/390Machines in Exhibit B-1”, are deleted in their entirety.

**18. Maintenance Services.**

The text of Section 12 of the AMO Agreement, entitled “MaintenanceServices”, is deleted in its entirety and replaced with the following:

“During the termof this AMO Agreement and for the Monthly Payments specified herein, IBM willprovide Maintenance Services for the Machines included in the Base Capacityspecified in Exhibit B and for the Processors listed in Exhibit C.  The terms governing these MaintenanceServices are contained in the IBM Master Services Attachment for Service Elite,Attachment number MAB7X7W, currently in effect between IBM and Worldspan or any follow-on agreement that maysubsequently be agreed-to that applies to the types of Machines subject to thisAmendment 3.  Additional terms specificto this AMO Agreement are contained in Exhibit H to this AMO Agreement.

[**]

**19.  AMO Implementation Services.**

Section 13 of the AMOAgreement, entitled “Value Added Services” is deleted in its entirety andreplaced with the following:

**“13.  AMO Implementation Services**

Included in theMonthly Payment are charges for AMO Implementation Services to assist Worldspanwith the implementation of this AMO Agreement. AMO Implementation Services include, but are not limited to, thefollowing:

1.             Backlogreview and management

2.             AMOinventory management

3.             Assistancewith Base Capacity requirements changes

4.             Trackingof any services, software and/or maintenance allotments

5.             Documentsrequired to implement the Base Capacity and Additional Capacity

6.             AMO contract management activities

The Parties agreethat the AMO Implementation Services are intended solely to assist withWorldspan’s implementation of this AMO Agreement and shall be deemed acceptedin the month performed.

The provisions ofthis Section shall be deemed a Statement of Work as defined in the ICA;provided, however, that Worldspan does not assume any additional obligationsnot specifically described therein.”

**20.  Termination Option**

The first paragraphof Section 21 of the AMO Agreement is replaced in its entirety with thefollowing:

“Subject to payment of the Termination Chargedescribed below, and provided Worldspan is not in Default, Worldspan may, onnot less than 120 days’ prior written notice to IBM Credit and effective as ofa date (the “Termination Date”) specified in such notice that is on or afterJuly 1, 2007, terminate this AMO

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

10

----

 

Agreement as described in this Section.  Such payment, which includes charges forlease terminations and financing repayments, will be made pursuant to Paragraph8 of the TLA.”

**21.  December 2003 Product Acquisition.**

Section 31, of theAMO Agreement, entitled “December 2003 Product Acquisition”, which was added byAmendment 2, is deleted in its entirety.

**22.  Adverse Economic Event**

The AMO Agreement is amended by deleting Section 32 entitled “AdverseEconomic Event,” which was added in Amendment 2, in its entirety and replacingit with the following:

**“32.  Adverse Economic Event**

With 30 days prior written notice, Worldspancan reduce the capacity for the Machines in Exhibit B via model downgrades byup to [**] MIPS if and only if Worldspan has a significant decrease in capacityrequirements caused by a single customer of Worldspan terminating its agreementwith Worldspan.  In the event Worldspanexercises this option, the Monthly Payment for each month following the monthin which this option is exercised will be reduced by $[**] by which suchcapacity is reduced.”

**23.  GDS Utilization Credits.**

The AMO Agreementis amended by adding after Section 32 thereof a new Section 33 to read asfollows:

**“33.  GDSUtilization Credits**

The AMO Agreement includes certain credits and rebates, as describedbelow, that may be earned by Worldspan based on the sum of the fixed andvariable MIPS capacity utilized within the GDS Complex.  These credits and rebates are defined belowand entitled the “Fixed Capacity Credit,” “Fixed Usage Credit” and “VariableCapacity Credit” (collectively, the “GDS Utilization Credits”).

As used in this AMO Agreement, “GDS Utilization Credit Year” means theContract Year commencing on July 1, 2006 or any anniversary thereof, and “GDSUtilization Credit Quarter” means each of the four (4) sequential three (3)month periods following the commencement of each such GDS Utilization CreditYear.

“Utilization Attainment” means the average capacity utilization of theGDS Complex over certain defined measurement periods (each, a “MeasurementPeriod”).  Utilization Attainment will bedetermined by the GDSCVC Report generated daily for each ofthe eight (8) partitions on the GDS Workload Machine (for clarity, the GDSComplex) for the applicable Measurement Period. Utilization Attainment will be measured in MIPS and computed as the sumof each day’s peak utilization (as defined in the sub-section of Section 6above entitled “GDSCVC Reporting”) for each of the eight (8) GDS Partitions. Thepeak twenty-two (22) days for each month in the period being measured will beadded together to derive the total for the applicable Measurement Period.  For example, the peak twenty-two (22) daysfor each of the three (3) months in a GDS Utilization Credit Quarter shall beadded together to derive the total for the applicable GDS Utilization CreditQuarter.  For a GDS Utilization CreditYear, the peak twenty-two (22) days for each of the twelve (12) months in theGDS Utilization Credit Year shall be added together to derive the totalUtilization Attainment.

IBM has no obligation to provide subsequent GDS Utilization Credits forGDS Utilization after June 30, 2011, unless the term of this AMO Agreement isextended in accordance with Section 38.

Unless otherwise agreed to by IBM, GDS Platform usage pursuant to thisAMO Agreement shall not be considered eligible revenues for purposes of anyother existing IBM revenue credit or rebate structures.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

11

----

 

GDS Utilization Credits may be used toward futurepurchases of additional Products or Services by Worldspan, directly from IBM,as confirmed in Transaction Documents (as defined in the ICA) executed by theParties after June 30, 2006.  GDSUtilization Credits may not be applied against the Monthly Payment.  Each such GDS Utilization Credits must beused within twenty-four (24) months of issuance, as confirmed by the Parties inan Order Letter.  Any such GDSUtilization Credit not used within twenty-four (24) months following issuanceshall be forfeited.

Quarterly, IBM will provide a report to Worldspanwhich will include a description of the GDS Utilization Credits then availableto Worldspan, including any that have accrued since the last such report, and areconciliation of any such credits that have been used or expired since thelast such report.  If there is anydiscrepancy in the parties’ records regarding these credits, IBM and Worldspanwill work together in good faith to resolve the discrepancy.

Should Worldspan fail to pay the Monthly Payment inaccordance with the terms of the AMO Agreement, then Worldspan agrees that IBM,in its sole discretion, may immediately withhold the aforementioned GDSUtilization Credits.  If Worldspan haspreviously used such GDS Utilization Credits, then Worldspan shall repay IBM anamount equal to such Fixed Utilization Credits upon receipt of an invoice fromIBM.

GDS Utilization Credits are not financed by IBM Credit.

**33.1        FixedCapacity Credits**

Worldspan will install the GDS Complex described in the Capacity Planset forth in Section 1 of Exhibit B.   Upon June 30, 2006, IBM shall provide Worldspan with a credit on accountin the amount of $[**] (“Fixed Capacity Credit”) for GDS Utilization CreditYear 1.   For GDS Utilization Credit Year1 only, the Fixed Capacity Credit is not subject to Worldspan’s meeting the “FixedCapacity Credit Objective” defined below.

For subsequent GDS Utilization Credit Years, providedWorldspan has attained the applicable “Fixed Capacity Credit Objective” in theimmediately proceeding GDS Utilization Credit Year, IBM shall provide Worldspanwith an additional credit on account in the amount of $[**] as of the beginningof the applicable GDS Utilization Credit Year. Fixed Capacity Credits shall not be prorated for partial achievement ofthe Fixed Capacity Credit Objective. Further, unearned Fixed Capacity Credits, if any, do not accumulate andmay not be earned in subsequent Contract Years.

The Fixed Credit Objective shall be UtilizationAttainment of [**] MIPS per GDS Utilization Credit Year.

The Fixed Capacity Credit for GDS Utilization CreditYear 1 will be issued no later than July 31, 2006.  Thereafter Fixed Capacity Credits will beissued, if earned, within sixty (60) days of the beginning of the applicableGDS Utilization Credit Year.  Usagereporting delays may result in a delay in issuing the Fixed Capacity Credit.

**33.2        FixedUsage Credit**

In each GDS Utilization Credit Year, IBM will provide Worldspan a usagecredit (“Fixed Usage Credit”) when Worldspan’s Utilization Attainment over theGDS Utilization Credit Year exceeds [**] MIPS (“Fixed Usage Objective”), asdetermined by the GDSCVC Report.  Thisobjective does not represent any commitment by Worldspan, but exceeding theFixed Usage Objective will provide Worldspan with the Fixed Usage Creditsdescribed below.

With respect to the Fixed UsageCredits, the Measurement Period shall be a GDS Utilization Credit Year.

For each GDS Utilization Credit Year in whichWorldspan’s Utilization Attainment exceeds the Fixed Usage Objective by anamount within the ranges shown in the table below, Worldspan shall receive the

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

12

----

 

corresponding Fixed Usage Credit amount shown in suchtable for [**] Utilization Attainment over the Fixed Usage Objective.

The maximum Fixed Usage Credit that will be paid in each Contract Yearis $[**].

Fixed Usage Credits shall be advanced quarterly, as described below,but earned annually.  Any advanced butnot earned Fixed Usage Credits will reduce the Fixed Usage Credit or VariableCapacity Credit available to be earned by Worldspan during the subsequent GDSUtilization Credit Year.  Fixed UsageCredits not earned during the applicable GDS Utilization Credit Year areforfeit and may not be carried forward towards subsequent GDS UtilizationCredit Years.

**FixedUsage Credits Table**

| Annual Utilization  Attainment | ** ** | **Fixed Usage Credit  [**]** | ** ** |
|-------------------------------------|------------|----------------------------------------|------------|
| [**]                                |       | $                                      | [**        | ] |
| [**]                                |       | $                                      | [**        | ] |

 

At the end of eachGDS Utilization Credit Quarter, the Utilization Attainment for such Quartershall be calculated and annualized for purposes of determining the amount ofthe Fixed Usage Credit to be advanced from the table above.  Once the Utilization Attainment has beendetermined for the applicable GDS Utilization Credit Quarter and annualized,then the annual Fixed Usage Credit amount shown in the table above will bedivided by twelve (12) months and multiplied by three (3) months, and thennetted against any previously issued Fixed Usage Credit for the applicable GDSUtilization Credit Year to determine the amount of Fixed Usage Credit to beadvanced for that GDS Utilization Credit Quarter.  Credit deficits remaining, if any, will benetted against the Variable Usage Credit for that GDS Utilization CreditQuarter.  If any credit deficits remaineven after netting them against the Variable Usage Credit for that GDSUtilization Credit Quarter, then such remaining deficit shall be netted againstthe next GDS Utilization Credit Quarter’s credits due to Worldspan, until thedeficit is resolved.

Fixed Usage Credits are only provided [**].  No Fixed Usage Credits apply if Worldspan’sUtilization Attainment does not meet this minimum Fixed Usage Objective for theapplicable GDS Utilization Credit Year.

Fixed Usage Credits will be issued quarterly andwithin sixty (60) days after the end of any GDS Utilization Credit Quarter asconfirmed by an Order Letter.  Reportingdelays may result in a delay in issuing the Fixed Usage Credit.

At the end of each GDS Utilization Credit Year, the Parties willreconcile the Fixed Usage Credit amounts advanced for the GDS UtilizationCredit Quarters within that GDS Utilization Credit Year to the finalUtilization Attainment reported for the GDS Utilization Credit Year.  For any GDS Utilization Year in which theamount advanced is less than the amount earned, IBM shall issue additionalearned credits within sixty (60) days of the date of the reconciliation.  For each GDS Utilization Credit Year otherthan the last one, should the amount advanced be more than the amount earnedduring the applicable GDS Utilization Credit Year, then any such overpayment toWorldspan will be deducted from any Fixed Usage Credits or Variable CapacityCredits that might be earned in the next subsequent GDS Utilization CreditYear.  Upon the termination or expirationof this AMO Agreement, any Fixed Usage Credits that were credited but notearned, will be repaid to IBM by Worldspan upon the receipt of an invoice fromIBM.

**33.3        Variable Capacity Credit**

IBM will provide Worldspan a “Variable Capacity Credit” [**] as furtherdescribed in this section.

For clarity, Variable Capacity Credits will be paid for each day thatWorldspan uses more than [**] MIPS of Variable Capacity [**] $[**] [**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

13

----

 

[**].  Such Variable CapacityCredits shall be determined monthly and shall be based upon the  [**] such month.

For all such Variable Capacity MIPS usage, Worldspan shall receive aVariable Capacity Credit of $[**].

Variable Capacity Utilization Attainment will be determined by the GDSCVC Report(as defined in Section 6).

Variable Capacity Credits will be issued monthly andwithin sixty (60) days after the end of any month, as confirmed by an OrderLetter.  Usage reporting delays mayresult in a delay in issuing the Variable Capacity Credit.”

**24.  Additional Agreements.**

The AMO Agreement is amended by adding afternew Section 33, a new Section 34 to read as follows:

**“34. Additional Agreements**

“The AdditionalAgreements listed below will be considered Included Agreements for purposes ofSection 3 of this AMO Agreement and any monthly charges that would otherwise bepayable pursuant to any of them after June 30, 2006 through the ExpirationDate, or any extension of the term pursuant to Section 38, will be included inthe Monthly Payment and not separately payable. Any such charges that are due or become due on or before June 30, 2006or after the Expiration Date are not included in the Monthly Payment and willbe invoiced separately to Worldspan.

1.               Amendment #2 toEnterprise Software Option Agreement

2.               Amendment #5 to IBMWebServer Software Special Option

3.               IBMMaster Services Attachment for Service Elite, Attachment number MAB7X7W,Statement of Work number A64K9H.

This AMO Agreementdoes not modify the terms and conditions of the Additional Agreements listedabove.”

**25.  Program-related Services Allotments.**

The AMO Agreement is amended by adding afternew Section 34, a new Section 35 to read as follows:

**“35. Program-related Services Allotments**

The following three (3) allotments for IBM Program-related Serviceswill be applicable with respect to this AMO Agreement:

**35.1        VM Software Subscription and Support Allotment (the “VM S&S Allotment”)**

From June 30, 2006 through the end ofthe term of this AMO Agreement, as it may be extended pursuant toSection 38, IBM is including an allotment in the Monthly Payment to beapplied to monthly charges and reinstatement fees due IBM for SoftwareSubscription and Support (“S&S”) acquired directly from IBM and associatedwith VM one-time-charge software.  Thisallotment will be referred to as the “VM S&S Allotment.”

AllS&S acquired under this section will be acquired at the then current fairvalues for such S&S or in accordance with any other agreements that maycurrently be in effect between IBM and Worldspan at the time of thetransaction, and such acquisition of S&S and use of this VM S&SAllotment shall be confirmed by a[**] and a Statement of Work or othertransaction document, if applicable.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

14

----

 

Theamount of the VM S&S Allotment is set forth in the following table:

| Period                        | ** ** | **Amount** | ** ** |
|-------------------------------|------------|------------|------------|
| 7/01/06 – 6/30/07        |       | $          | [**]       |   |
| 7/01/07 – 6/30/08        |       | $          | [**]       |   |
| 7/01/08 – 6/30/09        |       | $          | [**]       |   |
| 7/01/09 – 6/30/10        |       | $          | [**]       |   |
| 7/01/10 – 6/30/11        |       | $          | [**]       |   |
| Any Subsequent  Contract Year |       | $          | [**]       |   |

 

The total VM S&S Allotment overthe five (5) years through June 30, 2011 is $[**], but will be increased asapplicable if the term of this AMO Agreement is extended pursuant to Section38.

IBM will perform a reconciliationannually to compare the VM S&S Allotment to the actual charges due IBM forsuch S&S.  In the event thatWorldspan does not use the entire VM S&S Allotment by the end of each year,Worldspan may elect, upon prior written notice to IBM, to defer the VM S&SAllotment to the following year or apply any remaining balance allocated forthat Contract Year towards acquiring other S&S under this AMO Agreement, asconfirmed by an Order Letter.

In the event of expiration or termination of this AMO Agreement, [**]percent ([**]%) of any unused VM S&S Allotment on the date of expiration ortermination will be retained by IBM and the remaining amount (for clarity, [**]percent ([**])% of the remaining unused VM S&S Allotment) shall be refundedto Worldspan.

The VM S&S acquired under this VM S&S Allotment is not financedby IBM Credit.

**35.2        Distributed Software Subscription and Support Allotment(the “Distributed S&S Allotment”)**

From June 30, 2006 through the end ofthe term of this AMO Agreement, as it may be extended pursuant toSection 38, IBM is including an allotment in the Monthly Payment to beapplied to monthly charges and reinstatement fees due IBM for S&S acquireddirectly from IBM and associated with distributed, one-time-chargesoftware.  The Monthly Payment alsoassumes that Worldspan will finance the S&S acquired with thisallotment.  This allotment will bereferred to as the “Distributed S&S Allotment.”

AllS&S acquired under this section will be acquired at the then current fairvalues for such S&S or in accordance with any other agreements that maycurrently be in effect between IBM and Worldspan at the time of thetransaction, and such acquisition of S&S and use of this DistributedS&S Allotment shall be confirmed by [**] and a Statement of Work or othertransaction document, if applicable.

Theamount of the Distributed S&S Allotment is set forth in the followingtable:

| Period                        | ** ** | **Amount** | ** ** |
|-------------------------------|------------|------------|------------|
| 7/01/06 – 6/30/07        |       | $          | [**]       |   |
| 7/01/07 – 6/30/08        |       | $          | [**]       |   |
| 7/01/08 – 6/30/09        |       | $          | [**]       |   |
| 7/01/09 – 6/30/10        |       | $          | [**]       |   |
| 7/01/10 – 6/30/11        |       | $          | [**]       |   |
| Any Subsequent  Contract Year |       | $          | [**]       |   |

 

The total Distributed S&SAllotment over the five (5) years through June 30, 2011 is $[**], but will beincreased as applicable if the term of this AMO Agreement is extended pursuantto Section 38.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

15

----

 

IBM will perform a reconciliationannually to compare the Distributed S&S Allotment to the actual charges dueIBM for such Distributed S&S.  In theevent that Worldspan does not use the entire Distributed S&S Allotment bythe end of each year, Worldspan may elect, upon prior written notice to IBM, todefer the Distributed S&S Allotment to the following year or apply anyremaining balance allocated for that Contract Year towards acquiring otherS&S under this AMO Agreement, as confirmed by an Order Letter.

In the event of expiration or termination of this AMO Agreement, [**]percent  ([**]%) of any unusedDistributed S&S Allotment on the date of expiration or termination will beretained by IBM and the remaining amount (for clarity, [**] percent ([**]%) ofthe remaining unused Distributed S&S Allotment) shall be refunded toWorldspan.

The individual financing transactions will commence upon Worldspan’sacceptance of the financed items in accordance with the terms of the TLA, asconfirmed by the Parties in an Order Letter. For all S&S acquired from IBM, IBM Credit will not be liable for anydispute that may arise between Worldspan and IBM.

**35.3        SoftwareXcelAllotment**

From June 30, 2006 through the end ofthe term of this AMO Agreement, as it may be extended pursuant toSection 38, IBM is including an allotment in the Monthly Payment to beapplied to monthly charges and reinstatement fees due IBM for SoftwareXcel Services acquired directly fromIBM.  This allotment will bereferred to as the “SoftwareXcel Allotment.”

AllSoftwareXcel Services acquired under this section will be acquired at the thencurrent fair values for such SoftwareXcel Services or in accordance with anyother agreements that may currently be in effect between IBM and Worldspan atthe time of the transaction, and such acquisition of SoftwareXcel services anduse of this SoftwareXcel Allotment shall be confirmed by an Order Letter and aStatement of Work, if applicable.

The amount of the SoftwareXcelAllotment is $[**] per month.  The totalSoftwareXcel Allotment over the five (5) years through June 30, 2011 is $[**],but will be increased as applicable if the term of this AMO Agreement isextended pursuant to Section 38 in the amount of $[**] per month.

IBM will perform a reconciliationannually to compare the SoftwareXcel Allotment to the actual charges due IBMfor such SoftwareXcel Services.  In theevent that Worldspan does not use the entire SoftwareXcel Allotment by the endof each year, Worldspan may elect, upon prior written notice to IBM, to deferthe SoftwareXcel Allotment to the following year or apply any remaining balanceallocated for that Contract Year towards acquiring other Program-relatedServices under this AMO Agreement, as confirmed by an Order Letter.

In the event of expiration or termination of thisAMO Agreement, [**] percent ([**]%) of any unused SoftwareXcel Allotmenton the date of expiration or termination will be retained by IBM and theremaining amount (for clarity, [**] percent ([**]%) of the remaining unusedSoftwareXcel Allotment) shall be refunded to Worldspan.

The SoftwareXcel Services acquired under the SoftwareXcel Allotment arenot financed by IBM Credit.

**35.4        z/OS OTC Allotment**

From June 30, 2006 through the end ofthe term of this AMO Agreement, as it may be extended pursuant to Section 38,IBM is including an allotment in the Monthly Payment to be applied to monthlycharges and reinstatement fees due IBM for subscription and support acquired directly from IBM associated withzSeries one time charge software (the “z/OS OTC Services”).  The Monthly Payment also assumes thatWorldspan will finance all or a portion of the S&S acquired with thisallotment.  This allotment will bereferred to as the “z/OS OTCAllotment.”

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

16

----

 

All z/OS OTCServices acquired under this section willbe acquired at the then current fair values for such z/OS OTC Services or in accordance with any other agreements thatmay currently be in effect between IBM and Worldspan at the time of thetransaction, and such acquisition of z/OSOTC Services and use of this z/OSOTC Allotment shall be confirmed by an Order Letter and a Statement ofWork, if applicable.

The amount of the z/OS OTC Allotment is set forth in thetable below:

| Period                        | ** ** | **Amount** | ** ** |
|-------------------------------|------------|------------|------------|
| 7/01/06 – 6/30/07        |       | $          | [**]       |   |
| 7/01/07 – 6/30/08        |       | $          | [**]       |   |
| 7/01/08 – 6/30/09        |       | $          | [**]       |   |
| 7/01/09 – 6/30/10        |       | $          | [**]       |   |
| 7/01/10 – 6/30/11        |       | $          | [**]       |   |
| Any Subsequent  Contract Year |       | $          | [**]       |   |

 

The total z/OS OTC Allotment over thefive (5) years through June 30, 2011 is $[**], but will be increased asapplicable if the term of this AMO Agreement is extended pursuant to Section38.

IBM will perform a reconciliationannually to compare the z/OS OTCAllotment to the actual charges due IBM for such z/OS OTC Services.  In theevent that Worldspan does not use the entire z/OS OTC Allotment by the end of each year, Worldspan may elect,upon prior written notice to IBM, to defer the z/OS OTC Allotment to the following year or apply any remainingbalance allocated for that Contract Year towards acquiring otherProgram-related Services under this AMO Agreement, as confirmed by an OrderLetter.

In the event of expiration or termination of thisAMO Agreement, [**] percent ([**]%) of any unused z/OS OTC Allotment on the date of expiration or termination will beretained by IBM and the remaining amount (for clarity, [**] percent ([**]%) ofthe remaining unused z/OS OTCAllotment) shall be refunded to Worldspan.

The individual financing transactions will commence upon Worldspan’sacceptance of the financed items in accordance with the terms of the TLA, asconfirmed by the Parties in an Order Letter. For all z/OS OTC Services acquired from IBM, IBM Credit will not beliable for any dispute that may arise between Worldspan and IBM.”

**26.  Maintenance Services Allotment.**

The AMO Agreement is amended by adding afternew Section 35, a new Section 36 to read as follows:

**“36.  IBMMaintenance Services Allotment**

From June 30, 2006 through the end ofthe term of this AMO Agreement, as it may be extended pursuant toSection 38, IBM is including an allotment in the Monthly Payment to beapplied to charges associated with Maintenance Services acquired directly fromIBM that are not included in this AMO as of June 30, 2006 (the “AdditionalMaintenance Services”).  This allotmentwill be referred to as the “IBM Maintenance Services Allotment.”

AllAdditional Maintenance Services acquired under this section will be acquired atthe then current fair values for such Additional Maintenance Services or inaccordance with any other agreements that may currently be in effect betweenIBM and Worldspan at the time of the transaction, and such acquisition ofAdditional Maintenance Services and use of this IBM Maintenance ServicesAllotment shall be confirmed by a[**] and a Statement of Work, if applicable.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

17

----

 

The amount of the IBM MaintenanceServices Allotment is $[**] per month, commencing on January 1, 2007.   However, Worldspan may, at any time, reduceor eliminate any remaining or unused IBM Maintenance Services Allotment by givingIBM prior written notice.  Effective asof the time the IBM Maintenance Services Allotment is reduced or eliminated,the Monthly Payment shall be reduced by the same amount by which  the IBM Maintenance Services Allotment isreduced or, if it is eliminated, by the full amount of remaining or unused IBMMaintenance Services Allotment.

IBM will perform a reconciliationannually to compare the IBM Maintenance Services Allotment to the actualcharges due IBM for such Additional Maintenance Services.  In the event that Worldspan does not use theentire IBM Maintenance Services Allotment by the end of each year, Worldspanmay elect, upon prior written notice to IBM, to defer the IBM MaintenanceServices Allotment to the following year or apply any remaining balanceallocated for that Contract Year towards acquiring other Maintenance Services,other than those that are already included in this AMO Agreement, under thisAMO Agreement, as confirmed by an Order Letter. Nothing herein shall be construed to allow Worldspan to use this IBMMaintenance Services Allotment for Maintenance Services included in this AMOAgreement as of June 30, 2006.

In the event of expiration or termination of this AMO Agreement, [**]percent ([**]%) of any unused IBM Maintenance Services Allotment on the date ofexpiration or termination will be retained by IBM and the remaining amount (forclarity, [**] percent ([**]%) of the remaining unused IBM Maintenance ServicesAllotment) shall be refunded to Worldspan.

The Additional Maintenance Services acquired under this IBM MaintenanceServices Allotment are not financed by IBM Credit.”

**27.  zSeries Hardware Allotment.**

The AMO Agreement is amended by adding afternew Section 36, a new Section 37 to read as follows:

**“37. zSeries Hardware Allotment**

From June 30, 2006 through the end ofthe term of this AMO Agreement, as it may be extended pursuant toSection 38, the Monthly Payment assumes that Worldspan will acquirecertain new zSeries Machines not included in Base Capacity directly fromIBM.  The Monthly Payment also (i)assumes that Worldspan will lease the new zSeries Machines from IBM Credit and(ii) includes charges associated with an allotment to be used for thatpurpose.  This allotment will be referredto as the “zSeries HW Allotment.”  Theindividual leases will commence upon Worldspan’s acceptance of the leased itemsin accordance with the terms of the TLA, as confirmed by the Parties in anOrder Letter.

Upon theWorldspan’s decision to lease the zSeries Machines, IBM Credit agrees to makepayments to IBM for the purchase of such zSeries Machines pursuant to the termsand conditions of the TLA.  If sales taxis included on the IBM invoice, such applicable taxes will be paid by IBMCredit.  Any such financed sales tax willresult in an adjusted increase to the Monthly Payment and shall be confirmed byan Order Letter.  The Monthly Paymentincludes the Rent due under the IBM Credit lease for the zSeries Machines.

ForzSeries Products acquired from IBM, IBM Credit will not be liable for anydispute that may arise between Worldspan and IBM.

AllzSeries Machines acquired under this section will be acquired at the thencurrent fair values for such zSeries Machines or in accordance with any otheragreements that may currently be in effect between IBM and Worldspan at thetime of the transaction, and such acquisition of zSeries Machines and use ofthis zSeries HW Allotment shall be confirmed by [**]and a Purchase Supplementor other transaction document, if applicable.

----

[**] Confidential treatment requested for redacted portion; redacted portionhas been filed separately with the Commission.

18

----

 

The amount of the zSeries HWAllotment is $ [**] per month, commencing on January 1, 2007.  However, Worldspan may, at any time, reduceor eliminate any remaining or unused zSeries HW Allotment by giving IBM priorwritten notice.  Effective as of the timethe zSeries HW Allotment is reduced or eliminated, the Monthly Payment shall bereduced by the same amount by which the zSeries HW Allotment is reduced or, if itis eliminated, by the full amount of remaining or unused zSeries HW Allotment.

IBM will perform a reconciliationannually to compare the zSeries HW Allotment to the actual charges due IBM forsuch zSeries Machines.  In the event thatWorldspan does not use the entire zSeries HW Allotment by the end of each year,Worldspan may elect, upon prior written notice to IBM, to defer the zSeries HWAllotment to the following year or apply any remaining balance allocated forthat Contract Year towards acquiring zSeries Machines, other than those that arealready included in this AMO Agreement, under this AMO Agreement, as confirmedby an Order Letter.  Nothing herein shallbe construed to allow Worldspan to use this zSeries HW Allotment for zSeriesMachines included in this AMO Agreement as of June 30, 2006.

In the event of expiration or termination of this AMO Agreement, [**]percent ([**]%) of any unused zSeries HW Allotment on the date of expiration ortermination will be retained by IBM and the remaining amount (for clarity, [**]percent ([**]%) of the remaining unused zSeries HW Allotment) shall be refundedto Worldspan.”

# 28.  AMOAgreement Extension.

# **The AMO Agreement is amended by adding after newSection 37 a new Section 38 to read as follows:**

**“38.  AMO Agreement Extension**

Worldspan mayrequest two (2) separate one-year extensions of the Initial Term of this AMOAgreement prior to the Expiration Date, as it may have been previouslyextended.  Any such request is subject tocredit approval,****which will******not be unreasonablywithheld.  Worldspan must provide IBM written notice ofeach such extension at least ninety (90) days prior to the then-currentExpiration Date.  Upon any suchextension, the Expiration Date and the Initial Term shall be correspondinglyextended.

Provided thatWorldspan has converted the TPF Complex (as defined in Section 6 of this AMOAgreement) to zTPF by such Expiration Date, then the then current MonthlyPayment for such extension, as may have been modified by Order Letters, willnot be changed for the extension period for the Products, Services and relatedfinancings subject to the AMO Agreement as of the Expiration Date.  The Parties contemplate that, at the timethat Worldspan may request an extension to this AMO Agreement as described in thissection, that certain transactions described in Order Letters executed afterJune 30, 2006 may have been consummated which create obligations to IBM or IBMCredit which extend past the Expiration Date, or which by their nature resultin an increase or decrease in the Monthly Payment.  The Parties shall reconcile all such OrderLetters and include the sum of any such future obligations to the MonthlyPayments at such time.

If Worldspan has not converted tozTPF by such Expiration Date, then an annual incremental charge of $[**] permonth will be added to the Monthly Payment.

If any suchextension is requested, then, prior to the Expiration Date, as it may have beenpreviously extended, the Parties shall execute appropriate documents to confirmthe extension and the Products, Services and Monthly Payment that will applyduring the term of the extension.”

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

19

----

 

# **29.          Publicity.**

# The AMO Agreement is amended by adding after new Section38 a new Section 39 to read as follows:

# **“39. Publicity**

Except as otherwiserequired by law, no Party shall refer to the existence of this AMO Agreement inany press releases or otherwise use the other Parties’ names in advertising ormaterials distributed to prospective customers or other third parties withoutthe prior written approval of the other Parties except, however, that Worldspanand IBM will issue a mutually agreeable, joint press release announcingWorldspan’s continued commitment to IBM platforms and software.”

**30.          [**].**

The AMO Agreement is amended by adding after newSection 39 a new Section 40 to read as follows:

[**]
| *Agreed  to:*                               | * *             | *Agreed  to:*  |
|---------------------------------------------|----------------------|----------------|
| * *                                    | * *             | * *       |
| Worldspan, L.P.                             |                 | IBM Credit LLC |
|                                        |                 |           |
|                                        |                 |           |
| By:                                         | /s/ Jeffrey C. Smith |           | By: | /s/ David C. Sweeney |
|                                        | Authorized Signature |           |   | Authorized Signature |
|                                        |                 |           |
| Name (type or print):                       | Jeffrey C. Smith     |           | Name (type or print): | David C. Sweeney |
|                                        |                 |           |   |   |
| Date:                                       | 6/30/06              |           | Date:: | 6/30/06 |
|                                        |                 |           |   |
| *Agreed to:*                                | * *             | * *       |
| * *                                    | * *             | * *       |
| International Business Machines Corporation |                 |           |
|                                        |                 |           |
|                                        |                 |           |
| By:                                         | /s/ Norman L. Moore  |           |   |
|                                        | Authorized Signature |           |   |
|                                        |                 |           |
| Name (type or print):                       | Norman L. Moore      |           |   |
|                                        |                 |           |   |
| Date::                                      | 6/30/06              |           |   |
|                                        |                 |           |   |
| IBM Customer Agreement: JJT-0003            |                 |           |
| Term Lease Agreement: JJT-0001              |                 |           |
| AMO Agreement No.: ASVB594                  |                 |           |
|                                             |                      |                |  |  |  |  |  |  |  |  |  |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

20

----

**Attachment 1**

 

**Exhibit A**

**MonthlyPayments**

The Monthly Payments shallbe as follows:

| Time Period                             | ** ** | **Monthly Payment** | ** ** |
|----------------------------------------------|------------|--------------------------|------------|
| Each month from July  2006 through June 2011 |       | $                        | [**]       |   |
|                                              |            |                          |            |  |

 

----

[**]     Confidentialtreatment requested for redacted portion; redacted portion has been filedseparately with the Commission.

 

21

----

**Attachment 2**

 

**Exhibit BCapacity Plan**

**Processor Capacity Plan**

**Environmentdefinitions by Workload:**

TPFComplex: Worldspan GDS, Deltamatic, OSS, DL1, Large Test (LTST), VM. This TPFComplex, composed of [**] Machines, will be created via the upgrade of [**]([**]) [**] processors currently operating in the existing GDS System. TheseMachines will be shipped by IBM on or before June 30, 2006. The displacedMachines must be returned to IGF within 60 days of the shipment of the [**]Machines. Normal installation of the [**] Machines, de-installation, packingand return shipping of the displaced [**] Machines will not be separatelychargeable to Worldspan, however should Worldspan fail to return any of theDisplaced Machines within the 60 day period, as described above, IBM shallcharge Worldspan a rental fee of $[**] per month for each retained Machine foreach month or partial month in excess of the 60 day return period describedabove.

WorldspanzOS Complex: zOS applications currently hosted on [**] serials 240DA and 48302.This complex will be created via modification to [**] ([**])[**]. The displaced[**] Machines must be removed from service upon installation of the [**]Machines into the zOS environment.

**ProcessorCapacity Additions and Alterations**

Forall the Machines in the section below, IBM shall be responsible for normalinstallation of the new machines and de-installation of displaced Machines ifthose Machines are leased to Worldspan under this AMO Agreement. IBM will alsobe responsible for the normal de-installation and re-installation of the [**]Machines being moved from the TPF to zOS environments. IBM will not provide,nor be liable for, de-installation or other services for Machines not leasedunder this AMO agreement or for movement of machines between buildings.

**WorldspanTPF Complex:**

IBM will deliver [**]processors as specified below for used in the TPF Complex as defined above:

| Delivery Date | ** ** | **Machine  Delivered** | ** ** | **Serial  number  displaced** | ** ** | **Serial number  replacement  Machine** | ** ** | **System Identifier  (see Attachment 1)** | ** ** | **Return Date** | ** ** |
|--------------------|------------|------------------------|------------|-------------------------------|------------|----------------------------------------------|------------|----------------------------------------------------------|------------|----------------------|------------|
| July 2006          |       | [**]                   |       | [**]                          |       | [**]                                         |       | [**]                                                     |       | [**]                 |       |
| July 2006          |       | [**]                   |       | [**]                          |       | [**]                                         |       | [**]                                                     |       | [**]                 |       |
| July 2006          |       | [**]                   |       | [**]                          |       | [**]                                         |       | [**]                                                     |       | [**]                 |       |
| July 2006          |       | [**]                   |       | [**]                          |       | [**]                                         |       | [**]                                                     |       | [**]                 |       |
| July 2006          |       | [**]                   |       | [**]                          |       | [**]                                         |       | [**]                                                     |       | [**]                 |       |
| July 2006          |       | [**]                   |       | [**]                          |       | [**]                                         |       | [**]                                                     |       | [**]                 |       |

Note 1: These Machines will be installed as the Modelsdescribed in the GDS Complex Variable Capacity Section of this Amendment.

Note 2:   These Machines will be delivered via hybridupgrades. For these Machines, the following provisions shall apply.

Each transactionshall have a Replacement Machine and a Displaced Machine specified, as definedbelow.

Each Replacement Machineshall be the result of a new IBM upgrade being added to a used IBM Credit baseMachine. After installation of the Replacement Machine, on the date to bespecified in the Order Letter documenting the transaction, the DisplacedMachine will be returned to IBM Credit pursuant to the Term Lease Supplementfor Termination of Lease/Prepayment of Financing. The Lease associated witheach Displaced Machine will be

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

22

----

 

terminated and the Leasetermination charge will be financed by IBM Credit upon the installation of theReplacement Machine.

In the event Worldspanchooses to migrate the GDS complex to new IBM DASD, IBM agrees to provide, on a[**]. The Parties agree to execute the appropriate loaner documentation priorto the initiation of the [**].

**Worldspan zOS Complex:**

IBM will move theseMachines from their current location in the Worldspan GDS to operation in theWorldspan zOS complex. These Machines will be modified as shown in theconfigurations below.
| **Delivery Date** | ** ** | **Machine  Redeployed** | ** ** | **Machine Fixed  Capacity  Enabled** | ** ** | **Machine Serial  number** | ** ** | **Serial  number  displaced** | ** ** | **System Identifier  (see Attachment 1)** | ** ** | **Return  Date** | ** ** |
|------------------------|------------|-------------------------|------------|-------------------------------------------|------------|---------------------------------|------------|-------------------------------|------------|----------------------------------------------------------|------------|------------------|------------|
| July 2006              |       | [**]  [**]              |       | [**]  [**]                                |       | [**]                            |       | [**]                          |       | [**]                                                     |       | [**]             |       |
| July 2006              |       | [**]  [**]              |       | [**]  [**]                                |       | [**]                            |       | [**]                          |       | [**]                                                     |       | [**]             |       |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

23

----

 

**Attachment1 to Exhibit B**

**Configurationsof the [**] for the TPF Complex**

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

24

----

 

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

25

----

 

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

26

----

 

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

27

----

 

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

28

----

 

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

29

----

 

[**]

[**]

[**]

[**]

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

30

----

 

[**]

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

31

----

 

**Attachment 3**

** **

**Exhibit CCurrent Machines**

**1.  The Return Datesfor the Machines below are modified as shown. Maintenance Services for theseMachines are included until the New Return Dates shown.**

**Processors:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Current Return  Date** | ** ** | **New Return Date** | ** ** |
|------|------------|----------|------------|----------|------------|-------------------------------|------------|-------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 9/30/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 9/30/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 12/31/2006                    |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 12/31/2006                    |       |

 

**Storage:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Current Return  Date** | ** ** | **New Return Date** | ** ** |
|------|------------|----------|------------|----------|------------|-------------------------------|------------|-------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

32

----

 

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Current Return  Date** | ** ** | **New Return Date** | ** ** |
|------|------------|----------|------------|----------|------------|-------------------------------|------------|-------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

33

----

 

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Current Return  Date** | ** ** | **New Return Date** | ** ** |
|------|------------|----------|------------|----------|------------|-------------------------------|------------|-------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2008                     |       | 6/30/2011                     |       |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

34

----

 

**2.  The followingWorldspan-owned Machines are currently on warranty. Upon warranty expiration,they will be placed on Maintenance Services until the Maintenance End DateShown below.**

**Storage:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |

 

**zOS Storage:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |

 

**3.  The followingWorldspan-owned Machines are currently on Maintenance Services and will remainon Maintenance Services until the Maintenance End Date Shown below.**

**Processors:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |
| [**] |       | [**]     |       | [**]     |       | 12/31/2006                     |       |

 

**Other:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

35

----

 

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |

 

**Network:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2007                      |       |

 

**Storage:**

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

36

----

 

| [**] | ** ** | **[**]** | ** ** | **[**]** | ** ** | **Maintenance  End Date** | ** ** |
|------|------------|----------|------------|----------|------------|--------------------------------|------------|
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |
| [**] |       | [**]     |       | [**]     |       | 6/30/2011                      |       |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

37

----

**Attachment 4**

 

**ExhibitGWorldspan Order Letter**

Date:

IBM Corporation

13800 DiplomatDrive

Dallas, TX 75234

Attention: Order Letter Administrator

Subject:  AssetManagement Offering Agreement, effective as of July 1, 2002, among IBM,IBM Credit and Worldspan; AMO Agreement No. ASVB594, as amended (collectively,the “AMO Agreement”).

Order Letter Number:

Worldspan hereby orders and, if applicable, leases orfinances from IBM Credit, the Machines, Programs and/or Services listed belowin accordance with the terms of the subject AMO Agreement.

(Worldspan hereby terminates the Machines, Programsand/or Services listed below in accordance with the terms of the subject AMOAgreement.)

Customer Number:

Installed at Address:

Product Type, Model/Feature, Description:

Plant Order or MES Number:

Serial Number:

Customer Requested Arrival Date:

Estimated Date of Installation:

Return Date:

TLA Option:

IBM Credit Supplement #:

Charges:             The Monthly Paymentsunder the AMO Agreement will be increased (decreased) $XXXXX.XX per month forXX months effective from XX/XX/XX through XX/XX/XX to include the addition(termination) of these Machines, Programs and/or Services.

(In addition, theMonthly Payments under the AMO Agreement will be increased (decreased)$YYYYY.YY per month for YY months effective from YY/YY/YY through YY/YY/YY toinclude the addition (termination) of Maintenance Services for these Machinesand/or Programs.)

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

38

----

 

**Contractual Basis for Charges:**

AdditionalSettlement/Termination Percentages:                                 If applicable, theAdditional Settlement/Termination Percentages for these Machines are asfollows:

| **Settlement/Termination Date** | ** ** | **Additional  Settlement/Termination Percentage** |
|---------------------------------|------------|---------------------------------------------------|
| 10/01/2006                      |       | TBD                                               |
| 01/01/2007                      |       | TBD                                               |
| 04/01/2007                      |       | TBD                                               |
| 07/01/2007                      |       | TBD                                               |
| 10/01/2007                      |       | TBD                                               |
| 01/01/2008                      |       | TBD                                               |
| 04/01/2008                      |       | TBD                                               |
| 07/01/2008                      |       | TBD                                               |
| 10/01/2008                      |       | TBD                                               |
| 01/01/2009                      |       | TBD                                               |
| 04/01/2009                      |       | TBD                                               |
| 07/01/2009                      |       | TBD                                               |
| 10/01/2009                      |       | TBD                                               |
| 01/01/2009                      |       | TBD                                               |
| 04/01/2009                      |       | TBD                                               |
| 07/01/2009                      |       | TBD                                               |
| 10/01/2009                      |       | TBD                                               |
| 01/01/2010                      |       | TBD                                               |
| 04/01/2010                      |       | TBD                                               |
| 07/01/2010                      |       | TBD                                               |
| 10/01/2010                      |       | TBD                                               |
| 01/01/2011                      |       | TBD                                               |
| 04/01/2011                      |       | TBD                                               |

Worldspanauthorizes IBM or IBM Credit to fill in serial numbers for the Machines listedin this Order Letter.

The transactions includedin this Order Letter may contain a combination of recurring charges (such asfor Monthly License Charge Software and Maintenance Services) and Equipmentleasing and non-Equipment financing. For leasing and financing transactions,the following TLA Options describe the type of transaction.

TLA Options (Summary details available upon request):

B                -   Lease for Machine with fair market valueend-of-lease options and Lessor is the owner for tax purposes.

B+         -   Lease for Machine with fair market value end-of-lease options.

B$          -   Lease for Machine with one dollar end-of-lease purchase option andLessor assumes for tax purposes that Lessee is the owner.

B’            -   Lease for Machine with prestated end-of-leaseoptions and Lessor assumes for tax purposes that Lessee is the owner.

L                 -   Lease for used Equipment supplied by Lessor

S                 -   Loan for IBM Financed Items.

T                -   Loan for non-IBM Financed Items.

Certain Machines contain Licensed MachineCode (LMC) or Licensed Internal Code (LIC). LMC and LIC are licensed under the terms of the agreements provided withthe LMC and LIC and those agreements govern Worldspan’s use of that LMC orLIC.   Authorization to use LMC or LIC isonly for the number of processors, amounts of storage, or other quantitiesacquired by Worldspan which is also indicated in the Machine’s “Description”field of this Order Letter.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

39

----

 

LIC*:  LIC* means Specific Machineusing Licensed Internal Code

The Parties agree that:

1.             This Order Lettershall serve as a Transaction Document to the ICA (as defined in the AMOAgreement) and/or an Exhibit to the TLA (as defined in the AMO Agreement).

2.               Reproductionsof this fully executed Order Letter by reliable means will be consideredequivalent to an original hereof.

3.               NeitherIBM nor IBM Credit makes any representation whatsoever regarding the accountingtreatment applicable to charges for the transactions under this Order Letter.

4.             Withrespect to any Machine ordered in this Order Letter, Worldspan agrees to(i) allow installation of any changes, additions, and/or capacitymonitoring hardware or software on the Machine, as reasonably required by themanufacturer to monitor the Machine capacity, and (ii) comply with anyother terms agreed to between Worldspan and the Machine manufacturer,including, but not limited to, those that relate to Machine capacity.

5.               Unlessotherwise agreed to in writing by the Parties and prior to the return to IBMCredit of any Machine ordered in this Order Letter, Worldspan is responsiblefor removing all information and data, including, but not limited to, programsnot licensed to that specific Machine. IBM Credit has no obligation to remove Worldspan’s or any other party’sinformation from the Machine.

6.               Risk ofLoss:  IBM bears the risk of loss ordamage for each Machine up to the time it is delivered to the IBM-designatedcarrier for shipment to Worldspan or Worldspan’s designated location.  Thereafter, Worldspan bears the risk.  Each Machine is covered by insurance,arranged and paid for by IBM for Worldspan, covering the period until it isdelivered to Worldspan or Worldspan’s designated location.   For any loss or damage report the loss ordamage in writing to IBM within 10 business days of delivery.

IBM and/or IBM Credit may file a copy of this Order Letter to perfectits purchase money security interest.

By signing below,Worldspan confirms that its correct legal name is “Worldspan, L.P.” and thatits state of organization is Delaware.
| *Agreed to:*                                     |                                  |
|--------------------------------------------------|---------------------------------------|
| **Worldspan, L.P.**                              | Customer No.:  9885094           |
|                                             |                                  |
|                                             | State of Organization:  Delaware |
| By:                                              |                                  |   |   |
| Authorized Signature                             | AMO Agreement No.:  ASVB594      |
|                                             |                                  |
| Name (type or print)                             |                                  |   | IBM Customer Agreement No.:   JJT-0003 |
|                                             |                                  |
| Date:                                            |                                  |   | Term Lease Agreement No.:   JJT-0001 |
|                                             |                                  |
| *Agreed to:*                                     | *Agreed to:*                          |
| **International Business  Machines Corporation** | **IBM Credit LLC**                    |
|                                             |                                  |
|                                             |                                  |
| By:                                              |                                  |   | By: |   |
| Authorized Signature                             | Authorized Signature                  |
|                                             |                                  |
| Name (type or print)                             |                                  |   | Name (type or print) |   |
|                                             |                                  |
| Date:                                            |                                  |   | Date: |   |
|                                                  |                                       |  |  |  |  |  |  |  |  |

 

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

 

40

----

**Appendix5**

**[**]**

[**].

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

41

----

** **

**[**]**

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

42

----

**Attachment6**

**ExhibitHMachine Maintenance Services**

IBM will provide to Worldspan the Maintenance Servicesdescribed in the Section of this AMO Agreement entitled “Maintenance Services”,the IBM Master Services Attachment for Service Elite, Attachment Number MAB7X7Wand this Exhibit H for the Machines identified in Exhibits B and C to this AMOAgreement (collectively, the “Eligible Machines”).

The IBM Master Services Attachment for Service Elite,Attachment number MAB7X7W and any referenced Statements of Work and ChangeAuthorizations shall collectively constitute Statement of Work number A64K9H,which replaces Statement of Work number AB7X7W in its entirety.   The Specified Location for this Exhibit H isthe Worldspan location in the United States or Puerto Rico where the Machineslisted in Exhibits B and C  and subjectto the AMO Agreement are installed or may be relocated in accordance with thisAMO Agreement.

These MaintenanceServices are available for Machines used normally for business, professional,or trade purposes, rather than personal, family, or household purposes.  Worldspan agrees that, for on-site Services,Worldspan’s Specified Location is neither a home nor home office.

Services thatapply for each Specified Location will apply until the Return Date orTermination Date shown for each Machine on the applicable Exhibit.

**1) Charges and Payment**

The charges for the Services described in thisAppendix are included in the Monthly Payment and further described in the Sectionof the AMO Agreement entitled “Maintenance Services.”

For all Service charges based on usage, upon IBM’srequest, Worldspan will provide IBM with the actual meter reading recording theactual usage.

**2) Installation and Deinstallation**

The Monthly Payment includes installation anddeinstallation for Machines listed in Exhibit B.

Installation includes:

·                  transportationto Worldspan’s location,

·                  unpacking,

·                  installation ofthe Machine in accordance with IBM standard installation procedures, and

·                  verification that the Machine isoperating in accordance with its Specifications.

Deinstallation includes:

·                  deinstallationof the Machine,

·                  packing theMachine for shipment, and

·                  transportation to the designated IBMCredit location.

**3)  Start of Maintenance Service**

When Worldspan ordersMachine Maintenance Services under the AMO Agreement, IBM will inform Worldspanof the date on which Maintenance Services will begin in an Order Letter. IBMmay inspect the Machine within one month following that date. If the Machine isnot in an acceptable condition for service, Worldspan may have IBM restore itfor a charge. Alternatively, Worldspan may withdraw its request for MaintenanceServices. However, Worldspan will be charged for any Maintenance Services whichIBM has performed at Worldspan’s request.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

43

----

**4)Termination of Maintenance Service**

**MaintenanceServices for each Machine will terminate on the earliest of:**

**(i) the date the Machine is removedfrom production as described below,**

Worldspanmay terminate Service for a Machine on one month’s written notice to IBM ifWorldspan permanently removes a Machine from productive use within Worldspan’sEnterprise.

Uponsuch termination IBM will reduce the Monthly Payment by the amount equal to theamount IBM is charging Worldspan for the Machine for which Service isterminated.  IBM will disclose thisamount to Worldspan at the time Worldspan notifies IBM that the Machine hasbeen removed from productive use.  IBM’sAMO Agreement Executive or equivalent will certify the accuracy of the amount;

**(ii) theReturn Date or Maintenance Termination Date for the Machine as shown in ExhibitB or C; or**

**(iii)June 30, 2011.**

**5) Additional Maintenance Terms**

The Parties agree that IBM will provide Worldspan, atno additional cost, with additional maintenance services as needed, including,but not limited to:

·                  24x7 support;

·                  around the clockcustomer engineer support; and

·                  otherservices as described in the IBM Master Services Attachment for ServiceElite

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

44

----

**Attachment 7**

**Exhibit NSpecial Offering Attachment for VM Charges**

 **CustomerAgreement****Special Offering Attachment for VM Charges**

The terms of this SpecialOffering Attachment for VM Charges (“Attachment”) are in addition to those ofthe IBM Customer Agreement, Agreement Number JJT-0003 (“ICA”), and the IBMInternational Program License Agreement (“IPLA”) in effect between us.  You accept the terms of this Attachment bymaking any payment for IBM Programs utilizing the charging structure describedbelow.

**1.  Definitions**

| LPAR                               |   | Logical partitions in which an IBM Program runs.                                                                                                                                                                                                                                                        |
|------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| MSUs                               |   | Millions of Service Units per hour. Units of  workload capacity of an Eligible Machine.                                                                                                                                                                                                                 |
| Product LPAR  Utilization Capacity |   | The highest number of MSUs utilized by the combined  LPARs in which a variable workload license charge IBM Program runs  concurrently during a Reporting Period. The number of MSUs is based on a  4-hour rolling average utilization.                                                                  |
| Reporting Period                   |   | The period which begins on the second day of a month  and ends on the first day of the following month.                                                                                                                                                                                                 |
| Sub-Capacity  Report               |   | A report generated by the IBM-provided Sub-Capacity  Reporting Tool. The tool analyzes System Management Facilities (“SMF”) data  and calculates the Product LPAR Utilization Capacity for most variable  workload charge IBM Programs. The Sub-Capacity Report includes these  calculations. |

 

**1.  Eligible Programs**

The following Programs are eligible for the special pricing describedin this Attachment (collectively, the “Eligible Programs”):

[**]

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

45

----

[**]

[**]

[**]

[**]

[**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

46

----

[**]

The Programs listed aboveare one-time-charge Programs licensed under the terms of the IPLA(collectively, the [**]). The subscription and support (“Software Maintenance”)for [**] is provided under the terms of the IBM Agreement for the Acquisitionof Software Maintenance (“IAASM”).

The Programs listed aboveare monthly license charge Programs licensed under the terms of the ICA(collectively, the [**]).  The SoftwareMaintenance for such [**] is provided under the IAASM.

Worldspan represents thatall of the Eligible Programs described above will be run on dedicated LPARs onthe following Machines up to the following MSUs:

[**]

**2.  **[**]

3.   [**]

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

47

----

[**]

**4.  General**

By accepting these special terms, Worldspan agrees to allow IBM toaudit Worldspan’s compliance with the terms of this agreement upon reasonableprior notice to Worldspan from IBM. Worldspan understands that IBM may useinformation IBM has about Worldspan’s system in its audit activities and agreesto provide IBM with machine access and/or copies of system tools outputs and/orother system information as appropriate to conduct such audits.

In the event that IBM makes generally available a sub-capacity offeringsupported under VM, this Attachment shall terminate.  This Attachment shall be valid from June 30,2006 through the termination or expiration of the AMO Agreement.  The terms in this Attachment are IBMConfidential.

----

[**] Confidential treatment requested for redacted portion; redactedportion has been filed separately with the Commission.

48

----