**Exhibit 10.93**

***EXECUTIONVERSION***

**SECOND AMENDMENTDATED AS OF JUNE 21, 2006**

ThisSECOND AMENDMENT (this “Amendment”) is entered into among WORLDSPANTECHNOLOGIES INC., a Delaware corporation (“WTI”), WS HOLDINGS LLC, aDelaware limited liability company (“LP”), WORLDSPAN, L.P., a Delawarelimited partnership (the “Borrower”), the Lenders party hereto andJPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “AdministrativeAgent”).

**PRELIMINARY STATEMENTS**

1.             Reference is made to the Credit Agreement (as amended,the “Credit Agreement”), dated as of February 11, 2005, among WTI, LP, theBorrower, the Lenders party thereto, J.P. Morgan Securities Inc. and UBSSecurities LLC, as joint advisors, J.P. Morgan Securities Inc., UBS SecuritiesLLC and Lehman Brothers Inc., as joint book-runners, J.P. Morgan SecuritiesInc., UBS Securities LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc.and Goldman Sachs Credit Partners L.P., as joint lead arrangers, UBS SecuritiesLLC, as syndication agent, Lehman Commercial Paper Inc., Deutsche BankSecurities Inc. and Goldman Sachs Credit Partners L.P., as documentationagents, and the Administrative Agent. Capitalized terms used but not otherwise defined herein are used withthe meanings given in the Credit Agreement as amended hereby.

2.             The Borrower has requested that theCredit Agreement be amended as herein set forth.

3.             Each of the Lenders party heretoare willing to enter into such amendment, on the terms and conditions statedbelow.

**NOW,THEREFORE**, inconsideration of the premises and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto hereby agree as follows:

# SECTION 1.                   Amendmentto Credit Agreement.

## (a)           Section 7.9 of the Credit Agreement isamended by deleting, immediately following the proviso in clause (a) thereof,subclause (i) thereof in its entirety and replacing such subclause with thefollowing:

“(i)the Borrower may (x) refinance the Senior Notes as permitted under Section7.2(f) and (y) repurchase up to $50,000,000 in the aggregate of Senior Notes; providedthat such amount shall be reduced by the amount of distributions paid by theBorrower pursuant to Section 7.6(c)(iii); and provided, furtherthat, after giving effect to any such repurchase, there shall be no RevolvingCredit Loans outstanding at the time of such distribution,”

## (b)           Section 7.10 of the Credit Agreement isamended by deleting the last sentence thereof in its entirety and replacingsuch sentence with the following:

“Notwithstandingthe foregoing, if no Default or Event of Default has occurred and iscontinuing, the Borrower may (i) pay to WTI, LP or the Sponsors (A) theout-of-pocket expenses permitted to be paid under Section 7.6(c)(i) and (B) theamounts permitted to be paid to WTI to repurchase WTI Notes under Section7.6(c)(iii) from one or more 

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Affiliatesand (ii) repurchase the Senior Notes in accordance with Section 7.9(a)(i)(y)from one or more Affiliates.”

## (c)           Section 7.6 of the Credit Agreement isamended by adding a new subclause (iii) to clause (c) as follows:

“(iii)to permit WTI to repurchase WTI Notes in an amount not to exceed $50,000,000 inthe aggregate; provided that such amount shall be reduced by the amountof any repurchases of Senior Notes by the Borrower pursuant to Section7.9(a)(i)(y); and provided, further that, after giving effect toany such distribution, there shall be no Revolving Credit Loans outstanding atthe time of such repurchase”

# SECTION 2.                  Conditions toEffectiveness.  The amendmentcontained in Section 1 shall be effective upon satisfaction of each of thefollowing conditions precedent on or before June 30, 2006:

## (a)           The Administrative Agent shall havereceived counterparts of this Amendment executed by the Required Lenders, WTI,LP and the Borrower and counterparts of the Consent appended hereto (the “Consent”)executed by the Grantors, as defined in the Guarantee and Collateral Agreement(the “Grantors”).

## (b)           The Borrower shall have paid to each ofthe Lenders consenting to and executing this Amendment by 5:00 p.m. (noon),Monday, June 19, 2006, an amendment fee equal to the product of 0.05% *multiplied by* the sum of such Lender’s Revolving CreditCommitment *plus* the principalamount of such Lender’s Term Loans outstanding immediately prior to theeffective date of this Amendment.

## (c)           All other fees and expense reimbursementspayable by any Loan Party to the Administrative Agent shall have been paid.

# SECTION 3.                   Representations and Warranties.

WTI,LP and the Borrower jointly and severally represent and warrant that:

## (a)           Authority.  Each of WTI, LP and the Borrower has therequisite power and authority to execute, deliver and perform its obligationsunder this Amendment.  Each Grantor hasthe requisite power and authority to execute, deliver and perform itsobligations under the Consent and the Loan Documents, as amended hereby.  The execution, delivery and performance byWTI, LP and the Borrower of this Amendment and by the Grantors of the Consent,and the performance by each Loan Party of each Loan Document (as amendedhereby) to which it is a party have been duly approved by all necessaryorganizational action of such Loan Party.

## (b)           Enforceability.  This Amendment has been duly executed anddelivered by WTI, LP and the Borrower and the Consent has been duly executedand delivered by each Grantor.  When thisAmendment becomes effective as set forth in Section 2, each of this Amendment,the Consent and each Loan Document (as amended hereby) is the legal, valid andbinding obligation of each Loan Party party thereto, enforceable against suchLoan Party in accordance with its terms except as enforceability may be limitedby applicable bankruptcy, insolvency, reorganization, moratorium or similarlaws affecting the enforcement of creditors’ rights generally and by generalequitable principles (whether enforcement is sought in proceedings in equity orat law).

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## (c)           Representations and Warranties.  The representations and warranties made byeach Loan Party in the Loan Documents are true and correct in all materialrespects on the date hereof, and will be true and correct in all materialrespects when this Amendment becomes effective, both before and after givingeffect to this Amendment, except to the extent that such representations andwarranties refer to an earlier date (in which case they are true and correct inall material respects as of such earlier date).

## (d)           No Default.  No Default has occurred and is continuing.

# SECTION 4.                  Reference to andEffect on the Loan Documents.

## (a)           If and when this Amendment becomeseffective, each reference in the Credit Agreement to “this Agreement”, “hereunder”,“hereof” or words of like import referring to the Credit Agreement, and each referencein the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”or words of like import referring to the Credit Agreement, shall mean and be areference to the Credit Agreement as amended hereby.

## (b)           The Credit Agreement, as amended hereby,and the Guarantee and Collateral Agreement and the other Loan Documents are andshall continue to be in full force and effect and are hereby in all respectsratified and confirmed.  Without limitingthe generality of the foregoing, the Security Documents and all of theCollateral described therein do and shall continue to secure the payment of allObligations under and as defined in the Credit Agreement, as amended hereby.

## (c)           The execution, delivery and effectivenessof this Amendment shall not operate as a waiver of any right, power or remedyof any Lender or Agent under any of the Loan Documents or constitute, except asexpressly set forth herein, a waiver or amendment of any provision of any ofthe Loan Documents.

## (d)           This Amendment is a Loan Document.  The provisions of Sections 10.13 and 10.21 ofthe Credit Agreement shall apply with like effect to this Amendment.

# SECTION 5.                  Counterparts.** **This Amendment andthe Consent may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed anddelivered shall be deemed to be an original and all of which taken togethershall constitute but one and the same agreement.  Delivery of an executed counterpart of asignature page to this Amendment (or any authorization to execute thisAmendment) or the Consent by facsimile shall be effective as delivery of amanually executed counterpart thereof.

# SECTION 6.                  Governing Law.** **This Amendment shallbe governed by, and construed in accordance with, the laws of the State of NewYork.

*[signature pages follow]*

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**INWITNESS WHEREOF**, theparties hereto have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized, as of the date first written above. 
|        | WORLDSPAN TECHNOLOGIES INC. |
|--------|-----------------------------|
|   |                        |   |   |   |
|   |                        |   |   |   |
|   | By:                         | /s/ Kevin W. Mooney |
|   |                        | Name: | Kevin W. Mooney |
|   |                        | Title: | Chief Financial Officer |
|   |                        |   |   |   |
|   |                        |   |   |   |
|   | WS HOLDINGS LLC             |
|   |                        |
|   |                        |   |   |   |
|   | By:                         | /s/ Kevin W. Mooney |
|   |                        | Name: | Kevin W. Mooney |
|   |                        | Title: | Chief Financial Officer |
|   |                        |   |   |   |
|   |                        |   |   |   |
|   | WORLDSPAN, L.P.             |
|   |                        |
|   |                        |   |   |   |
|   | By:                         | /s/ Kevin W. Mooney |
|   |                        | Name: | Kevin W. Mooney |
|   |                        | Title: | Chief Financial Officer |
|        |                             |  |  |  |  |  |

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|        | JPMORGAN CHASE BANK, N.A.,  as Lender and Administrative Agent |
|--------|----------------------------------------------------------------|
|   |                                                           |   |   |   |
|   |                                                           |   |   |   |
|   | By:                                                            | /s/ Richard C. Smith |
|   |                                                           | Name: | Richard C. Smith |
|   |                                                           | Title: | Vice President |
|        |                                                                |  |  |  |  |

 

 

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|        | Deutsche Bank AG, New York Branch,  as Lender |
|--------|-----------------------------------------------|
|   |                                          |   |   |   |
|   |                                          |   |   |   |
|   | By:                                           | /s/ Evelyn Thierry |
|   |                                          | Name: | Evelyn Thierry |
|   |                                          | Title: | Vice President |
|   |                                          |   |   |   |
|   |                                          |   |   |   |
|   | Deutsche Bank AG, New York Branch,  as Lender |
|   |                                          |
|   |                                          |   |   |   |
|   | By:                                           | /s/ Lana Gifas |
|   |                                          | Name: | Lana Gifas |
|   |                                          | Title: | Vice President |
|   |                                          |   |   |   |
|        |                                               |  |  |  |  |  |

 

 

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|        | LEHMAN COMMERCIAL PAPER INC.,  as Lender |
|--------|------------------------------------------|
|   |                                     |   |   |   |
|   |                                     |   |   |   |
|   | By:                                      | /s/ Frank Turner |
|   |                                     | Name: | Frank Turner |
|   |                                     | Title: | Vice President |
|        |                                          |  |  |  |  |

 

 

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|        | UBS Loan Finance LLC,  as Lender |
|--------|----------------------------------|
|   |                             |   |   |   |
|   |                             |   |   |   |
|   | By:                              | /s/ Richard L. Tavrow |
|   |                             | Name: | Richard L. Tavrow |
|   |                             | Title: | Director   Banking Products Services, US |
|   |                             |
|   |                             |   |   |   |
|   | By:                              | /s/ Irja R. Otsa |
|   |                             | Name: | Irja R. Otsa |
|   |                             | Title: | Associate Director   Banking Products Services, US |
|        |                                  |  |  |  |  |  |

 

 

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| ARES ENHANCED LOAN INVESTMENT  |                               | ARES IIR CLO LTD. |
|--------------------------------|------------------------------------|-------------------|
| STRATEGY, LTD.                 |                               |              |   |
|                           |                               |              | By: | Ares CLO Management IIR, L.P., |
| By:                            | Ares Enhanced Loan Management,     |              |   | Investment Manager |
|                           | L.P., Investment Manager           |              |   |   |
|                           |                               |              | By: | Ares CLO GP IIR, LLC, |
| By:                            | Ares Enhanced Loan GP, LLC         |              |   | Its General Partner |
|                           | Its General Partner                |              |   |   |
|                           |                               |              | By: | /s/ David A. Sachs |
| By:                            | /s/ David A. Sachs                 |              |   | Name: David A. Sachs |
|                           | Name:David A. Sachs                |              |   | Title: Vice President |
|                           | Title:Vice President               |              |   |   |
|                           |                               |              |   |
| ARES ENHANCED LOAN INVESTMENT  |                               | ARES IV CLO LTD.  |
| STRATEGY II, LTD.              |                               |              |   |
|                           |                               |              | By: | Ares CLO Management IV, L.P., |
| By:                            | Ares Enhanced Loan Management II,  |              |   | Investment Manager |
|                           | L.P., Investment Manager           |              |   |   |
|                           |                               |              | By: | Ares CLO GP IV, LLC |
| By:                            | Ares Enhanced Loan GP II, LLC      |              |   | Its General Partner |
|                           | Its General Partner                |              |   |   |
|                           |                               |              | By: | /s/ David A. Sachs |
| By:                            | /s/ David A. Sachs                 |              |   | Name:David A. Sachs |
|                           | Name:David A. Sachs                |              |   | Title:Vice President |
|                           | Title:Vice President               |              |   |   |
|                           |                               |              |   |   |
| ARES ENHANCED CREDIT           |                               | ARES VR CLO LTD.  |
| OPPORTUNITIES FUND LTD.        |                               |              |   |
|                           |                               |              | By: | Ares CLO Management VR, L.P., |
| By:                            | Ares Enhanced Credit Opportunities |              |   | Investment Manager |
|                           | Fund Management, L.P.              |              |   |   |
|                           |                               |              | By: | Ares CLO GP VR, LLC, |
| By:                            | /s/ David A. Sachs                 |              |   | Its General Partner |
|                           | Name: David A. Sachs               |              |   |   |
|                           | Title: Vice President              |              | By: | /s/ David A. Sachs |
|                           |                               |              |   | Name: David A. Sachs |
|                           |                               |              |   | Title: Vice President |
|                           |                               |              |   |   |
| ARES LEVERAGED INVESTMENT FUND |                               |              |   |
|  II, L.P.                 |                               |              |   |
|                           |                               |              |   |   |
| By:                            | Ares Management II, L.P.           |              |   |   |
|                           | Its General Partner                |              |   |   |
|                           |                               |              |   |   |
| By:                            | /s/ David A. Sachs                 |              |   |   |
|                           | Name: David A. Sachs               |              |   |   |
|                           | Title: Vice President              |              |   |   |
|                           |                               |              |   |   |
|                           |                               |              |   |   |

 

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| ARES VIR CLO LTD.  |                            | ARES IX CLO LTD.    |
|--------------------|---------------------------------|---------------------|
|               |                            |                |   |   |
| By:                | Ares CLO Management VIR, L.P.,  |                | By: | Ares CLO Management IX, L.P., |
|               | Investment Manager              |                |   | Investment Manager |
|               |                            |                |   |   |
| By:                | Ares CLO GP VIR, LLC,           |                | By: | Ares CLO GP IX, LLC, |
|               | Its General Partner             |                |   | Its General Partner |
|               |                            |                |   |   |
| By:                | /s/ David A. Sachs              |                | By: | /s/ David A. Sachs |
|               | Name: David A. Sachs            |                |   | Name: David A. Sachs |
|               | Title: Vice President           |                |   | Title: Vice President |
|               |                            |                |   |   |
| ARES VII CLO LTD.  |                            | ARES X CLO LTD.     |
|               |                            |                |   |   |
| By:                | Ares CLO Management VII, L.P.,  |                | By: | Ares CLO Management X, L.P., |
|               | Investment Manager              |                |   | Investment Manager |
|               |                            |                |   |   |
| By:                | Ares CLO GP VII, LLC,           |                | By: | Ares CLO GP X, LLC, |
|               | Its General Partner             |                |   | Its General Partner |
|               |                            |                |   |   |
| By:                | /s/ David A. Sachs              |                | By: | /s/ David A. Sachs |
|               | Name: David A. Sachs            |                |   | Name: David A. Sachs |
|               | Title: Vice President           |                |   | Title: Vice President |
|               |                            |                |   |   |
| ARES VIII CLO LTD. |                            | CONFLUENT 2 LIMITED |
|               |                            |                |   |   |
| By:                | Ares CLO Management VIII, L.P., |                | By: | Ares Private Account Management I, |
|               | Investment Manager              |                |   | L.P., as Sub-Manager |
|               |                            |                |   |   |
| By:                | Ares CLO GP VIII, LLC,          |                | By: | Ares Private Account Management I, |
|               | Its General Partner             |                |   | GP, LLC, as General Partner |
|               |                            |                |   |   |
| By:                | /s/ David A. Sachs              |                | By: | Ares Management LLC, as Manager |
|               | Name: David A. Sachs            |                |   |   |
|               | Title: Vice President           |                | By: | /s/ David A. Sachs |
|               |                            |                |   | Name: David A. Sachs |
|               |                            |                |   | Title: Vice President |

 

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|        |   |   | LAGUNA FUNDING LLC, |
|--------|--------|--------|---------------------|
|   |   |   | as Lender           |
|   |   |   |                |   |
|   |   |   | By:                 | /s/ Anna M. Tallent |
|   |   |   |                | Name: Anna M. Tallent |
|   |   |   |                | Title: Assistant Vice President |

 

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|        |   |   | Bear Stearns Institutional Loan Master Fund |
|--------|--------|--------|---------------------------------------------|
|   |   |   |                                        |   |
|   |   |   | By:                                         | Bear Stearns Asset Management, Inc. |
|   |   |   |                                        | as its attorney-in-fact |
|   |   |   |                                        |   |
|   |   |   | By:                                         | /s/ Niall Rosenzweig |
|   |   |   |                                        | Name: Niall Rosenzweig |
|   |   |   |                                        | Title: Managing Director |

 

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|        |   |   | Bear Stearns Loan Trust |
|--------|--------|--------|-------------------------|
|   |   |   |                    |   |
|   |   |   | By:                     | Bear Stearns Asset Management, Inc., |
|   |   |   |                    | as its attorney-in-fact |
|   |   |   |                    |   |
|   |   |   | By:                     | /s/ Niall Rosenzweig |
|   |   |   |                    | Name: Niall Rosenzweig |
|   |   |   |                    | Title: Managing Director |

 

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|        |   |   | GALLATIN CLO II 2005-1 LTD. |
|--------|--------|--------|-----------------------------|
|   |   |   |                        |   |
|   |   |   | By:                         | Bear Stearns Asset Management, Inc. |
|   |   |   |                        | as its Collateral Manager |
|   |   |   |                        |   |
|   |   |   | By:                         | /s/ Niall Rosenzweig |
|   |   |   |                        | Name: Niall Rosenzweig |
|   |   |   |                        | Title: Managing Director |

 

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|        |   |   | Gallatin Funding I Ltd. |
|--------|--------|--------|-------------------------|
|   |   |   |                    |   |
|   |   |   | By:                     | Bear Stearns Asset Management, Inc. |
|   |   |   |                    | as its Collateral Manager |
|   |   |   |                    |   |
|   |   |   | By:                     | /s/ Niall Rosenzweig |
|   |   |   |                    | Name: Niall Rosenzweig |
|   |   |   |                    | Title: Managing Director |

 

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|        |   |   | Grayston CLO II 2004-1 LTD. |
|--------|--------|--------|-----------------------------|
|   |   |   |                        |   |
|   |   |   | By:                         | Bear Stearns Asset Management, Inc. |
|   |   |   |                        | as its Collateral Manager |
|   |   |   |                        |   |
|   |   |   | By:                         | /s/ Niall Rosenzweig |
|   |   |   |                        | Name: Niall Rosenzweig |
|   |   |   |                        | Title: Managing Director |

 

 

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|        | By:    | Callidus-Debt Partners CLO Fund II, Ltd. |
|--------|--------|------------------------------------------|
|   |   |                                     |
|   | By:    | Its Collateral Manager,                  |
|   |   | Callidus Capital Management, LLC         |
|   |   |                                     |
|   | By:    | /s/ Ira Ginsburg                         |
|   |   | Name:                                    | Ira Ginsburg |
|   |   | Title:                                   | Principal |

 

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|        | By:    | Callidus-Debt Partners CLO Fund III Ltd. |
|--------|--------|------------------------------------------|
|   |   |                                     |
|   | By:    | Its Collateral Manager,                  |
|   |   | Callidus Capital Management, LLC         |
|   |   |                                     |
|   | By:    | /s/ Ira Ginsburg                         |
|   |   | Name:                                    | Ira Ginsburg |
|   |   | Title:                                   | Principal |

 

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|        | AZURE Funding |
|--------|---------------|
|   | as Lender     |
|   |          |   |
|   | By:           | /s/ Eugene Caraus |
|   |          | Name: | Eugene Caraus |
|   |          | Title: | Attorney-in-fact |

 

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|        | GOF Loan Funding LLC, |
|--------|-----------------------|
|   | as Lender             |
|   |                  |   |
|   | By:                   | /s/ Roy Hykal |
|   |                  | Name: | Roy Hykal |
|   |                  | Title: | Attorney-in-fact |

 

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|        | COMMERZBANK AG, NEW YORK   |
|--------|----------------------------|
|   | AND GRAND CAYMAN BRANCHES, |
|   | as Lender                  |
|   |                       |
|   | By:                        | /s/ Isabel S. Zeissig |
|   |                       | Name: | Isabel S. Zeissig |
|   |                       | Title: | Vice President |
|   |                       |   |
|   |                       |   |
|   | By:                        | /s/ Charles W. Polet |
|   |                       | Name: | Charles W. Polet |
|   |                       | Title: | Assistant Treasurer |

 

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|        | BLUE SHIELD OF CALIFORNIA |
|--------|---------------------------|
|   | as Lender                 |
|   |                      |
|   | By:                       | /s/ David Ardini |
|   |                      | Name: | David Ardini |
|   |                      | Title: | Vice President |

 

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|        | Franklin CLO I, Limited |
|--------|-------------------------|
|   | as Lender               |
|   |                    |
|   | By:                     | /s/ David Ardini |
|   |                    | Name: | David Ardini |
|   |                    | Title: | Vice President |

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|        | Franklin CLO II, Limited |
|--------|--------------------------|
|   | as Lender                |
|   |                     |
|   | By:                      | /s/ David Ardini |
|   |                     | Name: | David Ardini |
|   |                     | Title: | Vice President |

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|        | FRANKLIN CLO IV, LIMITED |
|--------|--------------------------|
|   | as Lender                |
|   |                     |
|   | By:                      | /s/ David Ardini |
|   |                     | Name: | David Ardini |
|   |                     | Title: | Vice President |

 

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|        | FRANKLIN CLO V, LTD |
|--------|---------------------|
|   | as Lender           |
|   |                |
|   | By:                 | /s/ David Ardini |
|   |                | Name: | David Ardini |
|   |                | Title: | Vice President |

 

 

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|        | FRANKLIN FLOATING RATE DAILY ACCESS FUND |
|--------|------------------------------------------|
|   | as Lender                                |
|   |                                     |
|   | By:                                      | /s/ Richard Hsu |
|   |                                     | Name: | Richard Hsu |
|   |                                     | Title: | Vice President |

 

 

 

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|        | FRANKLIN FLOATING RATE MASTER SERIES |
|--------|--------------------------------------|
|   | as Lender                            |
|   |                                 |
|   | By:                                  | /s/ Richard Hsu |
|   |                                 | Name: | Richard Hsu |
|   |                                 | Title: | Vice President |

 

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|        | FRANKLIN TOTAL RETURN FUND |
|--------|----------------------------|
|   | as Lender                  |
|   |                       |
|   | By:                        | /s/ Richard Hsu |
|   |                       | Name: | Richard Hsu |
|   |                       | Title: | Vice President |

 

 

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|        | GoldenTree Capital Opportunities, LP, |
|--------|---------------------------------------|
|   | By:                                   | GoldenTree Asset Management, LP, |
|   |                                  | as Lender |
|   |                                  |   |
|   | By:                                   | /s/ Karen Weber |
|   |                                  | Name: | Karen Weber |
|   |                                  | Title: | Authorized Signatory |

 

 

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|        | GoldenTree Credit Opportunities Financing I, Limited |
|--------|------------------------------------------------------|
|   | By:                                                  | GoldenTree Asset Management, LP, |
|   |                                                 | as Lender |
|   |                                                 |   |
|   | By:                                                  | /s/ Karen Weber |
|   |                                                 | Name: | Karen Weber |
|   |                                                 | Title: | Authorized Signatory |

 

 

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|        | GoldenTree Loan Opportunities, I, Limited |
|--------|-------------------------------------------|
|   | By:                                       | GoldenTree Asset Management, LP, |
|   |                                      | as Lender |
|   |                                      |   |
|   | By:                                       | /s/ Karen Weber |
|   |                                      | Name: | Karen Weber |
|   |                                      | Title: | Authorized Signatory |

 

 

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** **
|        | GoldenTree Loan Opportunities, II, Limited |
|--------|--------------------------------------------|
|   | By:                                        | GoldenTree Asset Management, LP, |
|   |                                       | as Lender |
|   |                                       |   |   |
|   | By:                                        | /s/ Karen Weber |
|   |                                       | Name: |  Karen Weber |
|   |                                       | Title: |  Authorized  Signatory |
|        |                                            |  |  |  |

 

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|        | GoldenTree Loan Opportunities, III, LIMITED |
|--------|---------------------------------------------|
|   | By:                                         | GoldenTree Asset Management, LP, |
|   |                                        | as Lender |
|   |                                        |   |
|   | By:                                         | /s/ Karen Weber |
|   |                                        | Name: |  Karen Weber |
|   |                                        | Title: |  Authorized  Signatory |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | GENERAL ELECTRIC CAPITAL              |
|--------|---------------------------------------|
|   | CORPORATION, as Administrator for, GE |
|   | COMMERCIAL LOAN HOLDING LLC           |
|   | as Lender                             |
|   |                                  |   |
|   | By:                                   | /s/ Robert M. Kadlick |
|   |                                  | Name: | Robert M. Kadlick |
|   |                                  | Title: | Duly Authorized Signatory |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | GENERAL ELECTRIC CAPITAL |
|--------|--------------------------|
|   | CORPORATION,             |
|   | as Lender                |
|   |                     |   |
|   | By:                      | /s/ James R. Persico |
|   |                     | Name: | James R. Persico |
|   |                     | Title: | Duly Authorized Signatory |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | GENERAL ELECTRIC CAPITAL           |
|--------|------------------------------------|
|   | CORPORATION, as Administrator for, |
|   | MERRITT CLO HOLDING LLC            |
|   | as Lender                          |
|   |                               |   |
|   | By:                                | /s/ Robert M. Kadlick |
|   |                               | Name: | Robert M. Kadlick |
|   |                               | Title: | Duly Authorized Signatory |

 

Lender Signature Pageto Worldspan Second Amendment

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|        | Lightpoint CLO III, Ltd. |
|--------|--------------------------|
|   | Lightpoint CLO IV, Ltd.  |
|   |                     |
|   | By:                      | /s/ Colin Donlan |
|   |                     | Name: | Colin Donlan |
|   |                     | Title: | Director |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | Regions Bank, |
|--------|---------------|
|        | as Lender     |
|   |          |   |
|   | By:           | /s/ Stephen H. Lee |
|   |          | Name: | Stephen H. Lee |
|   |          | Title: | Senior Vice President |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | Baker Street Funding CLO 2005-1 Ltd., |
|--------|---------------------------------------|
|   | as Lender                             |   |
|   |                                  |   |
|   | By:                                   | /s/ Ian M. Burt |
|   |                                  | Name: | Ian M. Burt |
|   |                                  | Title: | Managing Director |
|   |                                  |   | SunTrust Capital Markets, Inc. |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | Trimaran CLO IV Ltd |
|--------|---------------------|
|   | By:                 | Trimaran Advisors, L.L.C., |
|   | as Lender           |
|   |                |
|   | By:                 | /s/ David M. Millison |
|   |                | Name: | David M. Millison |
|   |                | Title: | Managing Director |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | UBS AG, Stamford Branch |
|--------|-------------------------|
|   | as Lender               |   |
|   |                    |   |   |
|   | By:                     | /s/ Christopher M. Altkin |
|   |                    | Name: | Christopher M. Altkin |
|   |                    | Title: | Associate Director |
|   |                    |   | Banking Products |
|   |                    |   | Services, US |
|   |                    |   |   |
|   | By:                     | /s/ Toba Lumbantobing |
|   |                    | Name: | Toba Lumbantobing |
|   |                    | Title: | Associate Director |
|   |                    |   | Banking Products |
|   |                    |   | Services, US |
|   |                    |   |   |
|        |                         |  |  |  |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | WB Loan Funding 7, LLC, |
|--------|-------------------------|
|   | as Lender               |
|   |                    |   |
|   | By:                     | /s/ Diana M. Himes |
|   |                    | Name: | Diana M. Himes |
|   |                    | Title: | Associate |

 

Lender SignaturePage to Worldspan Second Amendment

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|        | WB Loan Funding 6, LLC, |
|--------|-------------------------|
|   | as Lender               |
|   |                    |   |
|   | By:                     | /s/ Diana M. Himes |
|   |                    | Name: | Diana M. Himes |
|   |                    | Title: | Associate |

 

Lender SignaturePage to Worldspan Second Amendment

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**CONSENT**

**Dated as of June 21, 2006**

Theundersigned, as Grantors under the Guarantee and Collateral Agreement and, asapplicable, as parties to the other Security Documents hereby consent and agreeto the foregoing Second Amendment and hereby confirm and agree that (i) each ofthe Guarantee and Collateral Agreement and the other Security Documents is, andshall continue to be, in full force and effect and is hereby ratified andconfirmed in all respects except that, upon the effectiveness of, and on andafter the date of, said Second Amendment, each reference therein to the “CreditAgreement”, “thereunder”, “thereof” and words of like import referring to theCredit Agreement, shall mean and be a reference to the Credit Agreement asamended by said Second Amendment and (ii) each of the Guarantee and CollateralAgreement and the other Security Documents and the Collateral described thereindoes, and shall continue to, secure the payment and performance of all of theObligations as defined in the Guarantee and Collateral Agreement, after givingeffect to said Second Amendment.

 
|        | WORLDSPAN TECHNOLOGIES INC. |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   | By:                         |  /s/ Kevin W.  Mooney |
|   |                        | Name: | Kevin W. Mooney |
|   |                        | Title: | Chief Financial Officer |
|   |                        |   |   |
|   |                        |   |   |
|   | WS HOLDINGS LLC             |
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         | /s/ Kevin W. Mooney |
|   |                        | Name: | Kevin W. Mooney |
|   |                        | Title: | Chief Financial Officer |
|   |                        |   |   |
|   |                        |   |   |
|   | WORLDSPAN, L.P.             |
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         | WORLDSPAN TECHNOLOGIES INC., |
|   |                        | its General Partner |
|   |                        |   |
|   | By:                         | /s/ Kevin W. Mooney |
|   |                        | Name: | Kevin W. Mooney |
|   |                        | Title: | Chief Financial Officer |
|   |                        |   |   |
|   |                        |   |   |
|   | WS FINANCING CORP.          |
|   |                        |
|   |                        |
|   | By:                         | /s/ Kevin W. Mooney |
|   |                        | Name: | Kevin W. Mooney |
|   |                        | Title: | Chief Financial Officer |
|   |                        |   |   |

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|        | WORLDSPAN SOUTH AMERICAN HOLDINGS  |
|--------|------------------------------------|
|   | LLC                                |
|   |                               |
|   |                               |
|   | By:                                | /s/ Kevin W. Mooney |
|   |                               | Name: | Kevin W. Mooney |
|   |                               | Title: | Chief Financial Officer |
|   |                               |   |   |
|   |                               |   |   |
|   | WORLDSPAN S.A. HOLDINGS II, L.L.C. |
|   |                               |
|   |                               |
|   | By:                                | /s/ Kevin W. Mooney |
|   |                               | Name: | Kevin W. Mooney |
|   |                               | Title: | Chief Financial Officer |
|   |                               |   |   |
|   |                               |   |   |
|   | WORLDSPAN IJET HOLDINGS, LLC       |
|   |                               |
|   |                               |
|   | By:                                | /s/ Kevin W. Mooney |
|   |                               | Name: | Kevin W. Mooney |
|   |                               | Title: | Chief Financial Officer |
|   |                               |   |   |
|   |                               |   |   |
|   | WORLDSPAN XOL LLC                  |
|   |                               |
|   |                               |
|   | By:                                | /s/ Kevin W. Mooney |
|   |                               | Name: | Kevin W. Mooney |
|   |                               | Title: | Chief Financial Officer |
|   |                               |   |   |
|   |                               |   |   |
|   | WORLDSPAN BBN HOLDINGS, LLC        |
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                |  /s/ Kevin W.  Mooney |
|   |                               | Name: | Kevin W. Mooney |
|   |                               | Title: | Chief Financial Officer |
|   |                               |   |   |
|   |                               |   |   |
|   | WORLDSPAN DIGITAL HOLDINGS, LLC    |
|   |                               |
|   |                               |
|   | By:                                | /s/ Kevin W. Mooney |
|   |                               | Name: | Kevin W. Mooney |
|   |                               | Title: | Chief Financial Officer |
|   |                               |   |   |

 

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|        | WORLDSPAN STOREMAKER HOLDINGS,    |
|--------|-----------------------------------|
|   | LLC                               |
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               | /s/ Kevin W. Mooney |
|   |                              | Name: | Kevin W. Mooney |
|   |                              | Title: | Chief Financial Officer |
|   |                              |   |   |
|   |                              |   |   |
|   | WORLDSPAN VIATOR HOLDINGS, LLC    |
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               | /s/ Kevin W. Mooney |
|   |                              | Name: | Kevin W. Mooney |
|   |                              | Title: | Chief Financial Officer |
|   |                              |   |   |
|   |                              |   |   |
|   | WORLDSPAN OPENTABLE HOLDINGS, LLC |
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               | /s/ Kevin W. Mooney |
|   |                              | Name: | Kevin W. Mooney |
|   |                              | Title: | Chief Financial Officer |

 

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