Exhibit 10.31


 


Amendment 6 to


Worldspan Asset Management Offering Agreement


 


This amendment is the
sixth amendment (“Amendment 6”) to the Asset Management Offering Agreement
effective as of July 1, 2002, among Worldspan, L.P. (“Worldspan”),
International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM
Credit”), Agreement ASVB594, as previously amended by Amendment 1
effective as of December 16, 2002, Amendment 2 effective as of December 31,
2003, Amendment 3 effective as of June 30, 2006, Amendment 4
effective as of January 1, 2007, and Amendment 5 effective as of February 1,
2007 (collectively, the “AMO Agreement”).


 


Each term defined in the
AMO Agreement shall have the same meaning in this Amendment 6 unless
otherwise provided herein or inconsistent with the content hereof.


 


The purposes of this Amendment 6 are (i) to
replace, modify, or add certain terms in the AMO Agreement with the terms
specified in this Amendment 6, and (ii) to enhance the infrastructure
available in the Travelport Enterprise data center in Atlanta, Georgia in
connection with the migration to that data center of the processing currently
being performed by IBM pursuant to the Information Technology Services
Agreement, effective as of January 1, 2007, between Travelport Operations, Inc.
and IBM (the “ITSA”) from the Travelport Enterprise data center in Denver,
Colorado.


 


In
connection with this Amendment 6, Worldspan intends for its affiliates,
Travelport Inc. (“TP”) and Galileo International LLC (“Galileo International”),
entities organized under the laws of the state of Delaware, to be parties to
the AMO Agreement.  Each of these
entities shall directly or indirectly derive benefit from the AMO Agreement and
each of them hereby agrees to be jointly and severally liable for all Worldspan
obligations under the AMO Agreement. 
Galileo International is the operating entity under which the GDS
business of the Travelport Enterprise (as defined in Section 26 of the AMO
Agreement) is conducted.  Therefore, as
provided in the Joinder Agreement entered into contemporaneously herewith, for
clarity in the AMO Agreement and unless specifically noted otherwise  or inconsistent with the
context in which it appears, each reference in the AMO Agreement to
Worldspan shall be deemed to refer to Galileo (as defined in the Joinder
Agreement), which shall be the identified entity in the AMO Agreement.  Notwithstanding the foregoing, Worldspan and
TP remain fully liable and obligated under the AMO Agreement.  IBM, IBM Credit, Worldspan, TP and/or Galileo
International may be referred to from time to time herein as the “Party” or “Parties”.


 


IBM will provide Machines, Programs and Services to
Galileo pursuant to the terms of the AMO Agreement and the IBM Customer
Agreement (Agreement Number JJT-0003) signed on July 17, 1991 and July 19,
1991, respectively, by Worldspan and IBM, including its Attachments and
Transaction Documents (“ICA”).


 


IBM Credit will lease Machines to Galileo and provide
any applicable financing pursuant to the terms of the AMO Agreement and the
Worldspan, L.P. Data Center Term Lease Agreement (Agreement Number JJT-0001)
signed on March 11, 1993 and March 12, 1993, respectively, by IBM
Credit and Worldspan, including its applicable Supplements and Addenda (“TLA”).


 


Provided that Worldspan, TP, Galileo International,
IBM and IBM Credit have signed and delivered this Amendment 6 on or before
December 31, 2007, this Amendment 6 becomes effective as of October 1,
2007 (the “Effective Date of Amendment 6”) and, among other things,
extends the Expiration Date of the AMO Agreement from June 30, 2011 to June 30,
2013.


 


This Amendment 6 may
be signed in one or more counterparts, each of which will be deemed to be an
original and all of which when taken together will constitute the same agreement.  Any copy of this Amendment 6 made by reliable
means is considered an original.


 


The Monthly Payment payable pursuant to this Amendment 6 is intended
to include, and IBM shall provide for such Monthly Payment, the Equipment,
Programs, and Services specified in the AMO Agreement, including this
Amendment 6, but the Monthly Payment does not include any amounts payable
for associated equipment, programs, 


 






PORTIONS OF THIS EXHIBIT MARKED BY AN [**] HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 24b-2.


 


1

















 


and services that are addressed in other commercial agreements that IBM
may have with Galileo, except to the extent otherwise specified in the AMO
Agreement.


 


The Parties agree that this Amendment 6, which
includes the associated documents attached hereto, is the complete agreement
among the Parties with respect to the subject matter hereof and replaces any
prior oral and/or written communications between the Parties concerning this
subject matter.  By signing below, the
Parties agree to the terms of this Amendment 6.


 


Except for the changes
specified in this Amendment 6, all other terms and conditions of the AMO
Agreement remain unchanged.  In the event
of a conflict between this Amendment 6 and the AMO Agreement, this
Amendment 6 will prevail.


 


The
Parties agree that, as of the Effective Date of Amendment 6, the AMO
Agreement shall be amended as follows:


 


1.                          Monthly
Payments Exhibit.  Exhibit A
(Monthly Payments) to the AMO Agreement is replaced in its entirety with the Exhibit A
attached as Attachment 1 to this Amendment 6.


 


2.                          Capacity
Plan Exhibit.  Exhibit B
(Capacity Plan) to the AMO Agreement is replaced in its entirety with the Exhibit B
attached as Attachment 2 to this Amendment 6.


 


3.                          Current
Machines Exhibit.  Exhibit C (Current Machines) to the AMO
Agreement is replaced in its entirety with the Exhibit C attached as
Attachment 3 to this Amendment 6.


 


4.                          Settlement/Termination
Percentages Exhibit.  Exhibit F (Settlement/Termination
Percentages) to the AMO Agreement is replaced
in its entirety with the Exhibit F attached as Attachment 4 to this
Amendment 6.


 


5.                          Order Letter Exhibit.  Exhibit G (Worldspan Order Letter) to the
AMO Agreement is replaced in its entirety with the Exhibit G (Galileo
Order Letter) attached as Attachment 5 to this Amendment 6.


 


6.                          Preferred
Pricing Arrangement Exhibit.  Exhibit M
(Preferred Pricing Arrangement) to the AMO Agreement is replaced in its
entirety with the Exhibit M attached as Attachment 6 to this
Amendment 6.


 


7.                          Special
Offering Attachment for VM Charges Exhibit. 
Exhibit N (Special Offering Attachment for VM Charges) to the AMO
Agreement is replaced in its entirety with the Exhibit N attached as
Attachment 7 to this Amendment 6.


 


8.                          Amendments.  For clarity, the fourth sentence of the
fourth paragraph on the first page of the AMO Agreement is amended in its
entirety to read as follows:.


 


“This AMO Agreement cannot be changed or modified
except in writing and signed by all of the Parties.”


 


9.                          Expiration
Date.  The fifth paragraph on the first page of
the AMO Agreement is amended by replacing the date “June 30, 2011” with
the date “June 30, 2013”.


 


10.                   Monthly
Payments.  Section 2 of the AMO Agreement, entitled
“Monthly Payments”, is amended as follows:


 


(a)          The first paragraph of Section 2 is
amended by adding thereto the following:


 


“The
Monthly Payments payable pursuant to this AMO Agreement do not necessarily
correlate to the market price that Galileo may estimate it would pay for
Products outside of this AMO Agreement (the “BAU Price” or “Business as Usual Price”).  For the avoidance of doubt, the BAU Price is
not the price charged for Products under this AMO Agreement, and the Monthly
Payments under the AMO 


 


2

















 


Agreement do not
necessarily correlate to any charges (whether recurring or one-time charges)
estimated by Galileo, including for Products leased or financed in the AMO
Agreement.”


 


(b)          The first sentence of the second paragraph of
Section 2 is replaced with the following:


 


“Each monthly invoice will be prepared and submitted
by IBM in the month prior to the month for which the Monthly Payment included
therein is due.  Unless and until Galileo
directs IBM otherwise, each invoice will be addressed and submitted to
Worldspan, at its address at 300 Galleria Parkway, Atlanta, Georgia 30339.  Each monthly invoice will be due on the
fifteenth day of the month for which the Monthly Payment included therein is
due, but no earlier than 30 days following Worldspan’s receipt of the invoice,
and will be payable directly to IBM.


 


(c)          The last sentence of the second paragraph of Section 2
is amended in its entirety to read as follows:


 


“IBM acknowledges receipt of the Monthly Payments
due for the portion of the Initial Term prior to October 1, 2007
(the “Effective Date of Amendment 6”), and a schedule of the Monthly
Payments due for the portion of the Initial Term after the Effective Date of
Amendment 6 is attached as Exhibit A.”


 


(d)          The
fourth paragraph of Section 2
is amended in its entirety to read as follows:


 


“The Monthly Payments are
due and payable, without any right of set-off or, subject to IBM complying with
the last sentence of this paragraph, any defense of any kind, for the full term
of this AMO Agreement and are not cancelable except as may be otherwise
provided herein.  However, any disputed
amount is not required to be paid until the dispute is resolved, with each
Party having the right to invoke the Dispute Resolution process set forth in Section 41
of this AMO Agreement if and when that Party deems appropriate.  The Monthly Payments are subject to change
only in accordance with the terms specified herein.  This AMO Agreement cannot be terminated
except as provided herein or by agreement of the Parties.  Furthermore, nothing in this Section 2
shall be construed to relieve IBM of its obligations under the ICA or any other
agreement it may have with the Travelport Enterprise.”


 


(e)          The
last sentence of the last paragraph of Section 2
is replaced with the following:


 


“If
IBM or IBM Credit makes any permitted change to the terms and conditions
relating to any Products or Services to be provided to Galileo under this AMO
Agreement and such change is deemed unfavorable by Galileo, then, with thirty
(30) days written notice prior to the applicable scheduled install date,  Galileo may elect to remove any of the
Products or Services affected by such change from this AMO Agreement, provided
that with respect to any uninstalled Machines, Galileo must give IBM written
notice of the removal no later than thirty (30) days prior to the scheduled
install date or ten (10) days after receiving notice of the permitted
change, whichever is later.  In the event
of any such removal, the then current Monthly Payments will be reduced by the
amount constituting the portion of the Monthly Payments attributable to the
removed Products or Services, as confirmed by an Order Letter.  Nothing in this Section 2 shall be
construed to relieve Galileo of any obligation for any Lease or financing
obligation subject to the TLA; provided, however, that Galileo shall not be
required to comply with any such obligation until IBM has given Galileo written
notice of the nature and terms of the obligation, which report is certified as
accurate in all material respects by an authorized representative of IBM.”


 


11.                   TPF Complex Variable Capacity.  Section 6 of the AMO Agreement, entitled
“GDS Complex Variable Capacity (“GDSCVC”)”, which was added by
Amendment 3, is amended in its entirety to read as follows:


 


“6.        TPF
Complex Variable Capacity (“TPFCVC”)


 


This Section 6 describes an arrangement (the “TPFCVC
Arrangement”) that is intended to provide
the Travelport Enterprise with flexibility to manage the fixed and variable
MIPS capacity of its workload associated with IBM’s Transaction Processing
Facility (“TPF”) software (the “TPF Workload”). 
The charges Galileo shall pay IBM for the TPFCVC Arrangement described
in this Section 6 will be 


 


3

















 


composed of [**]. 
[**].  The subsections below
describe the TPFCVC Arrangement.


 


Definitions:


 


For purposes of this Section 6 and related
provisions of this AMO Agreement:


 


“TPF Complex” means the [**] Machines identified in Exhibit B
as the TPF Complex.


 


“TPF System” means any base (as opposed to z/VM guest)
TPF operating system and associated TPF Workload running in the TPF Complex.


 


“MIPS” means million instructions per second, which is
a unit of measurement for the processing capacity of a Central Processor (“CP”),
which is frequently referred to as an “engine”, or a Machine.  It is an approximation of relative internal
processor performance.  The MIPS numbers
in this Section 6 are specific to, and are to be used solely for measuring
elements of, this Section 6 only. 
They are not intended for capacity planning purposes nor does IBM make
any representation that they will be an accurate reflection of the results that
Galileo might expect to achieve in its unique operational environment.


 


“Adjusted Peak Capacity Usage” means, for each day,
the highest number of MIPS used by the TPF Systems during that day, as
described in the subsection below entitled “TPFCVC Reporting”.


 


“Baseline Capacity” means [**] MIPS of TPF Complex
capacity.


 


“Variable Capacity” means the temporary, incremental
TPF System capacity, as measured in MIPS, utilized in excess of the Baseline
Capacity.


 


[**]


 


“z/VM System” means any system running in the TPF Complex that
runs under the z/VM operating system.


 


Use of
the TPF Complex:


 


Galileo’s
use of the TPF Complex is limited as follows:


 


·                  The
use of the TPF Complex for z/VM Systems is restricted to only those certain CPs
for which and on which the Travelport Enterprise has specifically licensed
z/VM.  This may include a license covered
by the Special Offering Attachment for VM Charges set forth in Exhibit N,
a z/VM license owned by the Travelport Enterprise and applied to an Integrated
Facility for Linux (“IFL”) processor, or any other z/VM licensing agreement
between the Travelport Enterprise and IBM.


 


·                  The
use of the TPF Complex for TPF Systems is [**].  [**].


 


General:


 


IBM
shall provide Variable Capacity, and Galileo agrees to pay [**] for the Variable Capacity, under
this AMO Agreement.  This Variable
Capacity is available only for the TPF Workload.  These Machines are currently activated as
shown in the following table:


 


4

















 


Table:  Initial TPFCVC Setup


 


	
   

  	
   

  	
  Z9 # 1

  	
   

  	
  Z9 #2

  	
   

  	
  Z9 #3

  	
   

  	
  Z9 #4

  	
   

  	
  Z9 #5

  	
   

  	
  Z9 #6

  	
   

  	
  TOTAL

  	
   

  
	
  Galileo Designation

  	
   

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
   

  	
   

  
	
  Initial Machine Capacity Setting at Installation

  	
   

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
   

  	
   

  
	
  Total Enabled Machine Capacity at Initial
  Capacity Setting (in MIPS)

  	
   

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  
	
  Portion of Machine Capacity Available for z/VM
  Systems (in MIPS)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [**

  	
  ]

  	
  [**

  	
  ]

  	
   

  	
   

  	
   

  	
   

  	
  [**

  	
  ]

  



 


Note:  The Machine capacity designated as available
for z/VM Systems shown in the table above does not include capacity used for
z/VM Systems on Integrated Facility for Linux (“IFL”) or Integrated Coupling
Facilities (“ICF”).


 


TPFCVC Reporting:


 


Galileo agrees to
measure and report to IBM the number of MIPS used by all TPF Systems.  This report (the “TPFCVC Report”) will be
provided to IBM on a monthly basis, in the format of a Microsoft Excel
spreadsheet.


 


The TPFCVC Report
will include, at a minimum:


 


·                  The installed
capacity setting of each Machine in the TPF Complex.


 


·                  For each TPF
System, the average number of MIPS used in each [**] minute period beginning at midnight,
Eastern time, of each day ([**] measurements
per TPF System for each day).


 


·                  For each [**] minute period, the sum of the average
number of MIPS used by all the TPF Systems. 
For each day, the highest of these numbers (the “Peak Capacity Usage”
for that day) shall be marked with an asterisk or other readily identifiable
mark.


 


·                  A description
of any circumstances that Galileo believes caused an abnormality in the data
that should result in an adjustment to the Peak Capacity Usage for any day, as
described below.


 


The TPFCVC Report
for each month will be available to IBM no later than the 10th day
of the following month.  Galileo will
deliver the monthly report electronically to, at a minimum, the IBM AMO Project
Executive, the IBM Client Executive, and the IBM AMO Account Support
Representative.  IBM will provide Galileo
with appropriate contact information for each of these individuals, and will
update that information as applicable. 
If Galileo has not provided this report by the 20th day of the following
month, it will be assumed that the Peak Capacity Usage on each day of
the applicable month was equal to the total capacity of the TPF Complex less
the capacity available for z/VM Systems, as shown in the Initial TPFCVC Setup Table
set forth above, and Galileo will be invoiced accordingly.  However, if the TPFCVC Report later shows
that the invoiced amount was not correct, then appropriate adjustments will be
made, provided such discovery is made within one month from the date of the
invoice.


 


In the event that an
abnormality is apparent in the data reflected in the TPFCVC Report for any month,
whether caused by an operational or data collection error or other unusual
circumstance, the Parties will work in good faith to resolve such error or
unusual circumstance.  Galileo will
clearly identify any such area of concern in the data and will provide
additional information as reasonably requested by IBM to clarify the reason for
the abnormality.  The intention of the
Parties is to fairly adjust the [**] under this provision for unusual capacity abnormalities caused by
unpredictable system situations, such as a “looping program” or Machines
outage.  This provision is not intended
in 


 


5

















 


any way to mitigate
any real peaks in the workload of these Machines.  The Adjusted Peak Capacity Usage for
each day will be the reported Peak Capacity Usage for that day as adjusted, if
necessary, to account for any abnormality.


 


For
avoidance of doubt, the Parties acknowledge that the Galileo International TPF
Systems to be migrated into the TPF Complex do not currently have the
capability of reporting [**] and, therefore, the TPFCVC Report will not include the [**]. 
Galileo agrees that this will be accomplished [**].


 


Galileo will retain,
for 60 days after the end of each month, data showing the MIPS used by each TPF
System during that month, as recorded by Galileo at one minute intervals.  Within that 60 day period, Galileo agrees to
provide that data to IBM upon receipt of a written request from IBM.


 


[**] Charge Calculation:


 


For
each day that the Adjusted Peak Capacity Usage exceeds the Baseline Capacity,
the number of MIPS by which the Adjusted Peak Capacity Usage exceeds the
Baseline Capacity will be multiplied by $[**] to determine the [**] Charge for that day.  The sum of the [**] Charges for all the days in a month shall constitute the [**] Charge for that month.


 


The [**] Charge for each month, if any, will be
invoiced to Galileo as an [**] charge under
this AMO Agreement and will be [**] without the requirement for a confirming Order Letter.  IBM will provide Galileo notification, via
electronic mail, of any [**] Charges
before adding them to the invoice.


 


TPFCVC Adjustments:


 


If Galileo requires
additional configured microcode CP capacity above the [**] enabled MIPS shown in the Initial
TPFCVC Setup Table, then IBM will make such capacity available in configured CP
increments specified by Galileo for either TPF System or z/VM System use.  Maintenance Services and Programs will be
charged for all such additional configured capacity.  TPF System Capacity may be priced, at Galileo’s
option, as either [**] Capacity or
as a combination of [**] Capacity and [**] Capacity at a ratio of at least [**] MIPS to [**] MIPS.  Baseline Capacity
will be priced pursuant to the [**]
for System z Processors included in Exhibit M.  Variable Capacity will be subject to [**] Charges.  z/VM Capacity will be priced pursuant to the [**]. 
Any other TPF Complex Machines or microcode enabled changes or additions
will also be priced pursuant to the [**].  Any associated Maintenance Services charges
will be determined separately in accordance with any applicable agreements that
may then be in effect between IBM and the Travelport Enterprise.  Charges for Programs will be determined in
accordance with any applicable agreement in effect between us, including any
applicable Additional Agreement.  All
TPFCVC Adjustments shall be confirmed by the Parties in an Order Letter.  Notwithstanding the foregoing, IBM is not
obligated to provide any equipment or any upgrade of installed equipment beyond
the date that the equipment or upgrade is no longer available to IBM customers,
as specified in any future withdrawal from marketing announcement.”


 


12.                   IBM Credit Financing.  Section 15 of the AMO Agreement,
entitled “IBM Credit Financing”, is amended by deleting the first sentence of
the third paragraph in its entirety and replacing it as follows:


 


“IBM or IBM Credit’s
obligation to accept any Base Capacity transaction specified in Exhibit B
for which an Order Letter has not been executed (an “Unconfirmed Base Capacity
Transaction”) is contingent upon: 1) IBM Credit’s prior review and approval,
which will not be unreasonably withheld or delayed, and 2) Galileo 


 


6

















 


not being in Default
of this AMO Agreement, provided IBM or IBM Credit has provided written notice
of such Default.”


 


13.                   Material Adverse Change Provision.  Section 17 of the AMO Agreement,
entitled “Material Adverse Change Provision”, is deleted in its entirety.


 


14.                   Representations and
Warranties.  Subsection (c) of Section 18
of the AMO Agreement, entitled “Representations and Warranties”, is hereby
amended in its entirety to read as follows:


 


“(c)                since the date of
the last Financial Statements provided to IBM Credit by Galileo, there has been
no change in Galileo’s consolidated financial position or operations,
considered as a whole, which would constitute a material adverse change in the
financial condition (including consideration of the business, operations,
results of operations, and assets) of the Travelport Enterprise, taken as a
whole (a “Material Adverse Change”); provided, however, that no distribution to
Galileo’s owners will be considered, or taken into account when determining
whether there has been, a Material Adverse Change; and”


 


15.                   Covenants.  Section 19
of the AMO Agreement, entitled “Covenants”, is amended by adding thereto the following subsections:


 


“(c)                Travelport LLC
will maintain at all times a published credit rating from Moody’s Investors
Services for senior unsecured debt greater than or equal to [**].


 


(d)                     [**].”


 


16.                   Termination Option.  The first paragraph of Section 21,
entitled “Termination Option”, as previously amended by Amendment 3, is
amended by replacing the date “July 1, 2007” with the date “January 1,
2009”.


 


17.                   Assignment.  The first paragraph of Section 26,
entitled “Assignment”, is amended in its entirety to read as follows:


 


“Neither IBM nor Galileo
may assign its rights or obligations under this AMO Agreement, in whole or in
part, by operation of law or otherwise, and any attempt to make such assignment
shall be void, except (i) IBM may assign this AMO Agreement to any
affiliate as long as IBM shall remain responsible to Galileo for the full
performance of the terms of this AMO Agreement, (ii) IBM may assign its
right to receive payment, and (iii) subject to Section 19(d), Galileo
may assign this AMO Agreement to another member of the Travelport Enterprise or
to an entity that acquires all or substantially all of the Travelport
Enterprise’s stock or other ownership interests or assets, in either case with
prior written notice to IBM Credit provided, however, any such assignment shall
not relieve Galileo of its obligations under this AMO Agreement unless IBM
Credit consents thereto, and provided further, that Galileo and the acquiring
entity execute an assignment and assumption agreement reasonably satisfactory
to IBM Credit.  For purposes of this AMO
Agreement, the Travelport Enterprise includes any entity that controls, is
controlled by, or is under common control with, Galileo International, where
control of an entity means having the power to direct or cause the direction of
the management or policies of the entity. 
It is not considered an assignment for IBM to divest a portion of its
business in a manner that similarly affects all of its customers.  In all situations involving an assignment by Galileo,
the assignee must be the end user of the Machines and not engaged in the
business of resale, lease, modification or alteration of computing
equipment.  Galileo agrees that any
transaction initiated under this AMO Agreement shall be binding upon Galileo’s
successor and permitted assigns.”


 


7

















 


18.                   TPF Utilization Credits.  Section 33 of the AMO Agreement, entitled
“GDS Utilization Credits”, which was added by Amendment 3, is amended in
its entirety to read as follows:


 


“33.                                    TPF
Utilization Credits


 


This
AMO Agreement includes certain credits as described below, that may be earned
by Galileo based on the sum of the fixed and variable MIPS capacity utilized
within the TPF Complex.  These credits
are defined below and entitled the “Fixed Capacity Credit” and the “Variable
Capacity Credit” (collectively, the “TPF Utilization Credits”).


 


As
used in this AMO Agreement:


 


1.               “TPF
Utilization” means TPF System capacity utilization.


 


2.               “TPF
Utilization Credit Year” means the Contract Year commencing on July 1,
2006 or any anniversary thereof.


 


3.               “Utilization
Attainment” means the average capacity utilization of the TPF Complex over
certain defined measurement periods, which may be a calendar month or a TPF
Utilization Credit Year, (a “Measurement Period”).  Utilization Attainment will be determined by
the TPFCVC
Report, as described in Section 6, generated for the applicable
Measurement Period.  Utilization
Attainment will be measured in MIPS and computed as the average of each day’s Adjusted Peak Capacity Usage (as
defined in Section 6).  The peak
twenty-two (22) days for each month in the period being measured will be added
together and averaged to derive the total for the applicable Measurement
Period.  For a TPF Utilization Credit
Year, the peak twenty-two (22) days for each of the twelve (12) months in the
TPF Utilization Credit Year shall be added together and the sum divided by 264
to derive the Utilization Attainment for the TPF Utilization Credit Year.


 


IBM
has no obligation to provide subsequent TPF Utilization Credits for TPF
Utilization after June 30, 2013.


 


Unless
otherwise agreed to by IBM, TPF Platform usage pursuant to this AMO Agreement
shall not be considered eligible revenues for purposes of any other existing
IBM revenue credit or rebate structures.


 


TPF Utilization Credits may be used toward future
purchases of additional Products or Services by Galileo, directly from or
through IBM, as confirmed in Transaction Documents (as defined in the ICA)
executed by the Parties after June 30, 2006.  TPF Utilization Credits may not be applied
against Monthly Payments existing as of the execution of Amendment 6 nor applied against future Lease or financing
payments that the Parties agree to include in Monthly Payments.  Each such TPF Utilization Credit must be used
within twenty-four (24) months of issuance, as confirmed by the Parties in an
Order Letter.  Any such TPF Utilization
Credit not used within twenty-four (24) months following issuance shall be
forfeited.


 


Quarterly, IBM will provide to Galileo a report that
will include a description of the TPF Utilization Credits then available to
Galileo, including any that have accrued since the last such report, and a
reconciliation of any such credits that have been used or expired since the
last such report.  If there is any
discrepancy in the Parties’ records regarding these credits, IBM and Galileo
will work together in good faith to resolve the discrepancy.


 


Should Galileo fail to pay the Monthly Payment in
accordance with the terms of the AMO Agreement, then Galileo agrees that IBM,
in its sole discretion, may immediately withhold the aforementioned TPF
Utilization Credits.  If Galileo has
previously used such TPF Utilization Credits, then Galileo shall repay IBM an
amount equal to such Fixed Utilization Credits upon receipt of an invoice from
IBM.


 


TPF
Utilization Credits are not financed by IBM Credit.


 


8

















 


33.1                        Fixed Capacity Credits


 


Galileo
will install the TPF Complex described in the Capacity Plan set forth in Exhibit B.  For each TPF Utilization Credit Year, IBM
shall provide Galileo with a credit on account (“Fixed Capacity Credit”) as
described below, but only if (and except for the TPF Utilization Credit Year
commencing on July 1, 2006) the Travelport Enterprise has attained the
Fixed Capacity Credit Objective for the immediately preceding TPF Utilization
Credit Year.


 


The Fixed Capacity Credit Objective for each TPF
Utilization Credit Year commencing prior to July 1, 2008 shall be
Utilization Attainment of [**] MIPS.  The Fixed Capacity
Credit Objective for each TPF Utilization Credit Year commencing on July 1,
2008 and each subsequent July 1 shall be Utilization Attainment of [**] MIPS.


 


The Parties agree that Fixed Utilization Credits for
the TPF Utilization Credit Years commencing on July 1, 2006 and July 1,
2007 have been properly provided by IBM and that any portions of those
Utilization Credits that have not been used by December 1, 2007 shall be
forfeited.  For the TPF Utilization
Credit Year commencing on July 1, 2008 and for each subsequent TPF
Utilization Credit Year, provided that the Travelport Enterprise has attained
the applicable Fixed Capacity Credit Objective for the immediately preceding
TPF Utilization Credit Year, IBM shall provide Galileo with an additional
credit on account in the amount of $[**] as of the beginning of the applicable TPF Utilization Credit
Year.  Fixed Capacity Credits shall not
be prorated for partial achievement of the Fixed Capacity Credit
Objective.  Further, unearned Fixed
Capacity Credits, if any, do not accumulate and may not be earned in subsequent
TPF Utilization Credit Years.


 


Fixed Capacity Credits will be issued, via electronic
mail, if earned, within sixty (60) days of the beginning of the applicable TPF
Utilization Credit Year.  Usage reporting
delays may result in a delay in issuing the Fixed Capacity Credit.


 


Fixed Capacity Credits are not financed by IBM Credit.


 


33.2                        Variable Capacity Credit


 


IBM
will provide Galileo a “Variable Capacity Credit” [**], as further described in this subsection 33.2.


 


For
clarity, Variable Capacity Credits will be paid for each day that Galileo uses
Variable Capacity MIPS and pays the associated $[**] per MIPS per day [**] described in Section 6.  Such Variable Capacity Credits shall be
determined monthly and shall be based upon the total [**] paid within such month.


 


For
all such Variable Capacity MIPS usage, Galileo shall receive a Variable
Capacity Credit of $[**]
per MIPS, which will not be issued until after the associated [**] have been fully paid to IBM by
Galileo.


 


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


 


Variable Capacity Credits will be issued monthly, via
electronic mail, within sixty (60) days after the end of the applicable
month.  Usage reporting delays may result
in a delay in issuing the Variable Capacity Credit.


 


Variable Capacity Credits are not financed by IBM
Credit.


 


19.                               Additional Agreements.  Section 34 of the AMO Agreement,
entitled “Additional Agreements”, which was added by Amendment 5, is
amended in its entirety to read as follows:


 


9

















 


“34.                        Additional Agreements


 


Each of the Additional
Agreements listed below will be considered an Included Agreement for purposes
of Section 3 of this AMO Agreement, and any monthly charges that would
otherwise be payable pursuant to it for any period of time or transaction
occurring during the period after October 1, 2007 through the Expiration
Date, will be included in the Monthly Payment and are not separately payable.


 


1.               Amendment 6 to IBM
WebServer Software Special Option


 


2.               Amendment 3 to Enterprise Software Option
Agreement


 


3.               IBM Work Order for
z/TPF Compiler Support, Work Order # W5700AL to the IBM Master Project
Resources Agreement for Consulting and Integration Services signed on October 21,
2002.


 


4.               VMware Master End
User License Agreement and the related ELA Order entered into by VMware, Inc.
and TP Operations or some other member of the Travelport Enterprise at or about
the same time as the Parties entered into Amendment 6 to this AMO
Agreement.


 


5.               IBM Statement of
Work for ServiceElite, SOW number A37H9, for 24x7 on site Customer Engineer
support for 2012, 2013


 


6.               Termination Letter
Agreement, effective as of December 31, 2007, between IBM and TP
Operations, providing for the termination of the ITSA, as well as the related
Document of Understanding between TP Operations and IBM.


 


This AMO Agreement does
not modify the terms and conditions of the Additional Agreements listed above.”


 


20.                   Program and Services Allotments.  Section 35 of the AMO Agreement, entitled
“Program-related Services Allotments”, which was added by Amendment 3, is
deleted in its entirety and replaced with the following:


 


“35.                        Program
and Services Allotments


 


The following allotments
for Programs and Services are included in this AMO Agreement:


 


35.1            Software
Monthly License Charge Program Allotment for non-TPF Programs (the “MLC
Allotment”)


 


For
avoidance of doubt, Amendment 6 to the WSSO referenced in Section 34
(item 1) provides for the charges for IBM MLC Programs for the period from
October 1, 2007 through June 30, 2011.


 


From July 1,
2011 through the end of the term of this AMO Agreement, the Monthly Payment
includes an allotment, which is not financed by IBM Credit, to be applied to
monthly charges and reinstatement fees due IBM for IBM Programs (other than
those that constitute “Eligible Programs” for purposes of the Enterprise
Software Option Agreement referenced in Section 3) that are generally
licensed by IBM for a monthly license charge (“MLC Programs”).  This allotment will be referred to as the “MLC
Allotment.”


 


The amount of the MLC Allotment for each of the
periods shown below is set forth in the following table:


 


	
  Period                               

  	
   

  	
  Amount

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


The MLC Allotment may be applied by Galileo against
any IBM invoice for IBM MLC Programs. 
All MLC Programs acquired under this subsection 35.1 will be
acquired at the then current fair values for such MLC Programs or in accordance
with any other agreements that may currently be in 


 


10

















 


effect between IBM and the Travelport Enterprise at
the time of the transaction, and such acquisition of MLC Programs and use of
this MLC Allotment shall be confirmed by an Order Letter.


 


Commencing on July 1,
2011, IBM will perform a reconciliation annually to compare the MLC Allotment
to the actual charges due IBM for the MLC Programs.  If, for either Contract Year identified in
the table above, the amount of the actual charges due IBM for the MLC Programs
is greater or less than the MLC Allotment amount shown in the table, then (i) if
the amount of the actual charges due IBM is greater than the MLC Allotment
amount, Galileo shall pay the difference to IBM, and (ii) if the MLC
Allotment amount is greater than the amount of the actual charges due IBM, IBM
shall give Galileo a credit equal to the difference for the prior year.  In the event of the
expiration or termination of this AMO Agreement, [**] percent ([**]%) of any unused MLC Allotment on the date of expiration or termination will be
retained by IBM and the remaining amount (for clarity, [**] ([**]%) of the remaining unused MLC Allotment) shall be refunded to Galileo.


 


If the
Parties execute a separate agreement that includes MLC Programs, the Parties
may amend this subsection 35.1 such that the separate agreement will amend
or supersede the provisions of this subsection 35.1.


 


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


 


From June 30, 2006 through the end of the term of
this AMO Agreement, the Monthly Payment includes an allotment, which is not
financed by IBM Credit, to be applied to monthly charges and reinstatement fees
due IBM for Software Subscription and Support (“S&S”) acquired directly
from or through IBM and associated with VM one-time-charge software.  This allotment will be referred to as the “VM
S&S Allotment.”


 


The amount of the VM S&S Allotment for each of the
periods shown below 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

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


All S&S acquired under this subsection 35.2
will be acquired at the then current fair values for such S&S or in
accordance with any other agreements that may currently be in effect between
IBM and the Travelport Enterprise at the time of the transaction, and such
acquisition of S&S and use of this VM S&S Allotment shall be confirmed
by an Order Letter and a Statement of Work or other transaction document, if
applicable.


 


IBM will perform a reconciliation annually to compare
the VM S&S Allotment to the actual charges due IBM for such S&S.  In the event that Galileo does not use the
entire VM S&S Allotment for any applicable period by the end of that
period, Galileo may elect, upon prior written notice to IBM, to defer any
remaining balance of the VM S&S Allotment to a time following such period
and prior to the Expiration Date or apply it towards acquiring other S&S
under this AMO Agreement, as confirmed by an Order Letter.


 


11














 


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


 


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


 


From June 30, 2006 through June 30, 2008,
and from July 1, 2011 through the end of the term of this AMO Agreement,
the Monthly Payment includes an allotment, which is prepaid and financed by IBM
Credit, to be applied to monthly charges and reinstatement fees due IBM for
S&S acquired directly from or through IBM and associated with distributed,
one-time-charge software.  The Monthly
Payment also assumes that Galileo will finance the S&S acquired with this
allotment.  This allotment will be
referred to as the “Distributed S&S Allotment.”


 


All S&S acquired under this subsection 35.3
will be acquired at the then current fair values for such S&S or in
accordance with any other agreements that may currently be in effect between
IBM and the Travelport Enterprise at the time of the transaction, and such
acquisition of S&S and use of this Distributed S&S Allotment shall be
confirmed by an Order Letter and a Statement of Work or other transaction
document, if applicable.


 


The amount of the Distributed S&S Allotment for
each of the periods shown below is set forth in the following table:


 


	
  Period                                 

  	
   

  	
  Amount

  	
   

  
	
  7/01/06 – 6/30/07

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/07 – 12/31/07

  	
   

  	
  $          [**]

  	
   

  
	
  1/01/08 – 6/30/08

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


IBM will perform a reconciliation annually to compare
the Distributed S&S Allotment to the actual charges due IBM for such
Distributed S&S.  In the event that
Galileo does not use the entire Distributed S&S Allotment for any
applicable period by the end of each that period, Galileo may elect, upon prior
written notice to IBM, to defer any remaining balance of the Distributed
S&S Allotment to a time following such period and prior to the Expiration
Date or apply it towards acquiring other S&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 unused Distributed S&S Allotment on the date of expiration or
termination will be retained by IBM and the remaining amount (for clarity, [**] percent ([**]%) of the remaining unused Distributed S&S Allotment) will be
refunded to Galileo.


 


The individual
financing transactions will commence upon Galileo’s acceptance of the financed
items in accordance with the terms of the TLA, as confirmed by the Parties in
an Order Letter.  For all S&S
acquired from IBM, IBM Credit will not be liable for any dispute that may arise
between Galileo and IBM.


 


35.4                        SoftwareXcel
Allotment


 


From June 30, 2006 through the end of the term of
this AMO Agreement, the Monthly Payment includes an allotment, which is not
financed by IBM Credit, to be applied to monthly charges and 


 


12

















 


reinstatement fees due IBM for SoftwareXcel Services acquired directly from or through IBM.  This allotment will be referred to as the “SoftwareXcel
Allotment.”


 


All SoftwareXcel Services acquired under this
subsection 35.4 will be acquired at the then current fair values for such
SoftwareXcel Services or in accordance with any other agreements that may
currently be in effect between IBM and the Travelport Enterprise at the time of
the transaction, and such acquisition of SoftwareXcel services and use of this
SoftwareXcel Allotment shall be confirmed by an Order Letter and a Statement of
Work, if applicable.


 


The amount of the SoftwareXcel Allotment for each of
the periods shown below 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

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


IBM will perform a reconciliation annually to compare
the SoftwareXcel Allotment to the actual charges due IBM for such SoftwareXcel
Services.  In the event that Galileo does
not use the entire SoftwareXcel Allotment for any applicable period by the end
of that period, Galileo may elect, upon prior written notice to IBM, to defer
any remaining balance of the SoftwareXcel Allotment to a time following such
period and prior to the Expiration Date or apply it towards acquiring other
Program-related Services under this AMO Agreement, as confirmed by an Order
Letter.


 


In the event of expiration or termination of this AMO Agreement, [**] percent ([**]%) of any unused SoftwareXcel Allotment  on the date of expiration or termination will be retained by IBM and the
remaining amount (for clarity, [**] percent ([**]%) of the remaining unused SoftwareXcel Allotment) shall be refunded to
Galileo.


 


35.5                        z/OS OTC Services
Allotment


 


From June 30, 2006 through December 31,
2007, and from July 1, 2011 through the end of the term of this AMO
Agreement, the Monthly Payment includes an allotment, which is not financed by
IBM Credit, to be applied to monthly charges and reinstatement fees due IBM for
subscription and support acquired
directly from or through IBM associated with zSeries one time charge
software (the “z/OS OTC Services”). 
This allotment will be referred to as the “z/OS OTC Services Allotment.”


 


All z/OS OTC  Services acquired under this
subsection 35.5 will be acquired at the then current fair values for such z/OS OTC Services or in accordance
with any other agreements that may currently be in effect between IBM and the
Travelport Enterprise at the time of the transaction, and such acquisition of z/OS OTC Services and use of this z/OS OTC Services Allotment shall be
confirmed by an Order Letter and a Statement of Work, if applicable.


 


13

















 


The amount of the z/OS OTC Services Allotment for each of the periods shown below is
set forth in the following table:


 


	
  Period                                  

  	
   

  	
  Amount

  	
   

  
	
  7/01/06 – 6/30/07

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/07 – 12/31/07

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


IBM will perform a reconciliation annually to compare
the z/OS OTC Services Allotment
to the actual charges due IBM for such z/OS
OTC Services.  In the event that
Galileo does not use the entire z/OS
OTC Services Allotment for any applicable period by the end of that
period, Galileo may elect, upon prior written notice to IBM, to defer any remaining
balance of the z/OS OTC Services
Allotment to a time following such period and prior to the Expiration Date or
apply it towards acquiring other Program-related Services under this AMO
Agreement, as confirmed by an Order Letter.


 


In the event of expiration or termination of this AMO Agreement, [**] percent ([**]%) of any unused z/OS OTC Services Allotment on the date of expiration or termination will be retained by IBM and
the remaining amount (for clarity, [**] percent ([**]%) of the remaining unused z/OS OTC Services Allotment) shall be refunded to Galileo.


 


35.6                        DataPower
Maintenance Allotment


 


From July 1, 2011 through the end of the term of
this AMO Agreement, the Monthly Payment includes an allotment, which is not
financed by IBM Credit, to be applied to monthly charges and reinstatement fees
due IBM for maintenance services
acquired directly from or through IBM for DataPower Appliances (the “DataPower
Maintenance Services”).  This
allotment will be referred to as the “DataPower
Maintenance Allotment.”


 


All DataPower
Maintenance Services acquired under this subsection 35.6 will be
acquired at the then current fair values for such DataPower Maintenance Services or in accordance with any other
agreements that may currently be in effect between IBM and the Travelport
Enterprise at the time of the transaction, and such acquisition of DataPower Maintenance Services and use
of this DataPower Maintenance Allotment
shall be confirmed by an Order Letter.


 


The amount of the DataPower Maintenance Allotment for each of the periods shown
below is set forth in the following table:


 


	
  Period                              

  	
   

  	
  Amount

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


IBM will perform a reconciliation annually to compare
the DataPower Maintenance Allotment
to the actual charges due IBM for such DataPower
Maintenance Services.  In the
event that Galileo does not use the entire DataPower Maintenance Allotment for any applicable period by the
end of that period, Galileo may elect, upon prior written notice to IBM, to
defer any remaining balance of the DataPower
Maintenance Allotment to a time following such period and prior to the
Expiration Date or apply it towards acquiring other IBM Services under this AMO
Agreement, as confirmed by an Order Letter.


 


In the event of expiration or termination of this AMO Agreement, [**] percent ([**]%) of any unused DataPower Maintenance Allotment on the date of expiration or termination will be retained by IBM 


 


14

















 


and the remaining amount (for clarity, [**] percent ([**]%) of the remaining unused DataPower Maintenance Allotment) shall be refunded to Galileo.


 


35.7                        GCC
Services Allotment


 


From October 1, 2007
through the end of the term of this AMO Agreement, the Monthly Payment includes
an allotment, which is not financed by IBM Credit, to be applied to charges
associated with GNU Compiler Collection services acquired directly from or
through IBM (the “GCC Services”).  This
allotment will be referred to as the “GCC Services Allotment.”


 


All GCC Services acquired
under this subsection 35.7 will be acquired at the then current fair
values for such GCC Services or in accordance with any other agreements that
may currently be in effect between IBM and the Travelport Enterprise at the
time of the transaction, and such acquisition of GCC Services and use of this
GCC Services Allotment shall be confirmed by an Order Letter and a Statement of
Work, if applicable.


 


The amount of the GCC Services Allotment for each of the periods shown below is set
forth in the following table:


 


	
  Period                                     

  	
   

  	
  Amount

  	
   

  
	
  10/01/07 – 6/30/08

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/08 – 6/30/09

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/09 – 6/30/10

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/10 – 6/30/11

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


IBM will perform a
reconciliation annually to compare the GCC Services Allotment to the actual
charges due IBM for GCC Services.  In the
event that Galileo does not use the entire GCC Services Allotment for any
applicable period by the end of that period, Galileo may elect, upon prior
written notice to IBM, to defer any remaining balance of the GCC Services
Allotment to a time following such period and prior to the Expiration Date or
apply it towards acquiring other IBM Services under this AMO Agreement, as
confirmed by an Order Letter.


 


If the Parties execute a
separate agreement that includes GCC Services, the Parties may amend this
subsection 35.7 such that the separate agreement will amend or supersede
the provisions of this subsection 35.7.


 


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


 


35.8                        Migration
Services Allotment


 


From December 1,
2007 through [**],
the Monthly Payment includes an allotment, which is not financed by IBM Credit,
to be applied to charges associated with services acquired directly from or
through IBM in connection with the migration from the Travelport Enterprise
data center in Denver, Colorado to the Travelport Enterprise data center in
Atlanta, Georgia of the processing currently being performed by IBM pursuant to
the ITSA (the “Migration Services”). 
This allotment will be referred to as the “Migration Services Allotment”.  The Migration Services Allotment may be
applied by Galileo against any IBM invoice for Migration Services.


 


15

















 


All Migration Services
acquired under this subsection 35.8 will be acquired at a discount from
the then current fair values for such Migration Services or in accordance with
any other agreements that may currently be in effect between IBM and the
Travelport Enterprise at the time of the transaction, and such acquisition of
Migration Services and use of this Migration Services Allotment shall be
confirmed by an Order Letter, and Statement of Work, if applicable


 


The amount of the Migration Services Allotment is $[**].


 


If less than $[**] of the Migration Services Allotment
is consumed prior to [**], IBM will
retain the difference between the consumed amount and $[**].


 


35.9                        Transportation/Deinstallation
Allotment


 


From January 1,
2008 through the end of the term of this AMO Agreement, the Monthly
Payment includes an allotment, which is not financed by IBM Credit, for IBM
transportation and deinstallation Services acquired directly from or through
IBM (“Transportation/Deinstallation Services”). 
This allotment will be referred to as the “Transportation/Deinstallation
Services Allotment.”  The Transportation/Deinstallation
Services Allotment may be applied by Galileo against any invoice for IBM or IBM
sub-contracted Transportation/Deinstallation Services.


 


All Transportation/Deinstallation
Services acquired under this subsection 35.9 will be acquired at
the then current fair values for such Transportation/Deinstallation Services
or in accordance with any other agreements that may currently be in effect
between IBM and the Travelport Enterprise at the time of the transaction, and
such acquisition of Transportation/Deinstallation Services and use of this Transportation/Deinstallation
Services Allotment shall be confirmed by an Order Letter and
Statement of Work, if applicable.


 


The amount of the Transportation/Deinstallation Services Allotment for each of the periods shown below is set
forth in the following table:


 


	
  Period                                  

  	
   

  	
  Amount

  	
   

  
	
  10/01/07 – 6/30/08

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/08 – 6/30/09

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/09 – 6/30/10

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/10 – 6/30/11

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/11 – 6/30/12

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
  $          [**]

  	
   

  



 


IBM
will perform a reconciliation annually to compare the Transportation/Deinstallation
Services Allotment to the actual charges due IBM for Transportation/Deinstallation
Services.  In the event that Galileo does
not use the entire Transportation/Deinstallation Services Allotment for any
applicable period by the end of that period, Galileo may elect, upon prior
written notice to IBM, to defer any remaining balance of the Transportation/Deinstallation
Services Allotment to a time following such period and prior to the
Expiration Date or apply it towards acquiring other IBM Services under this AMO
Agreement, as confirmed by an Order Letter.


 


In the event of the
expiration or termination of this AMO Agreement, (i) if Galileo has not
used at least $[**] of the
Transportation/Deinstallation Services Allotment, then three percent ([**]%) of the difference between the amount
actually used by Galileo and $[**] will be retained
by IBM and the remaining amount (for clarity, [**] percent ([**]%) of such
difference) shall be refunded to Galileo, or (ii) if Galileo has used at
least $[**], but less
than $[**], of the Transportation/Deinstallation
Services Allotment, then IBM shall retain any unused amount of such
Transportation/Deinstallation Services Allotment.


 


16

















 


Notwithstanding anything in this Section 35 to
the contrary, for each of the periods shown in the tables above, Galileo may
elect to substitute up to one hundred percent (100%) of each of the Allotment
amounts shown in the tables above between and among the nine (9) Allotments
specified in this Section 35, as confirmed by an Order Letter.”


 


21.                   IBM Maintenance Services Allotment.  Section 36 of the AMO Agreement,
entitled “IBM Maintenance Services Allotment”, which was added by
Amendment 3, is deleted in its entirety.


 


22.                   Machines Allotments.  Section 37 of the AMO Agreement,
entitled “zSeries Machines Allotment”, which was added by
Amendment 3, is deleted in its entirety and replaced with the following:


 


“37.                        Machines Allotments


 


From October 1,
2007 through December 31, 2008, the Monthly Payment includes
allotments, which are not financed by IBM Credit, that may be used by Galileo to
acquire System p, System x, Disk, Tape, Communications and Storage
Upgrade Products as set forth in the tables below (the “Machines”).  These allotments will be referred to as the “Machines
Allotments.”


 


All Machines acquired under this Section 37 will
be acquired at the then current fair values for such Machines or in accordance
with any other agreements that may currently be in effect between IBM and the
Travelport Enterprise at the time of the transaction, and such acquisition of
Machines and use of the Machines Allotments shall be confirmed by the Parties
in an Order Letter.  If Galileo elects to
use any of the Machines Allotments for Machines for which the Travelport
Enterprise has been billed by and paid IBM between the Effective Date of
Amendment 6 and the date the Parties execute Amendment 6, then
Galileo will notify IBM thereof and the amount of any such payment will be
issued as a credit on account for application to the Monthly Payments due under
this AMO Agreement.


 


The Disk, Tape, Storage Upgrade, System p, and
System x Allotments are limited to the acquisition of IBM Machines
(including warranty upgrades) plus applicable software (acquired pursuant to
the terms and conditions of the IPLA) and software maintenance (acquired pursuant
to the terms and conditions of either the Agreement for Acquisition of Software
Maintenance or the Passport Advantage Agreement currently in effect between IBM
and Galileo.)  The Communications
Allotment is limited to the acquisition of networking equipment manufactured by
either IBM or CISCO, Inc., which maybe acquired directly from IBM (or from
a Supplier, upon receipt of an invoice and, if the Machines are leased by IBM
Credit, a Certificate of Acceptance).


 


Notwithstanding anything in this Section 37 to
the contrary, for each of the periods shown in the tables below, Galileo may
elect to substitute up to one hundred percent (100%) of each of the Machines
Allotment amounts shown in the tables below between and among the six (6) Product
types specified therein, as confirmed by an Order Letter.


 


In the event that Galileo does not use the entire
Machines Allotment amount specified for any Product type for any applicable
period by the end of that period, then Galileo may elect, upon prior written
notice to IBM, to defer any remaining balance of such Machines Allotment to a
time following such period and prior to the Expiration Date or apply it towards
acquiring other Machines directly from or through IBM under this AMO Agreement,
as confirmed by an Order Letter.


 


In the event of expiration or termination of this AMO Agreement, [**] percent ([**]%) of any unused Machines Allotments  on the date of expiration or termination will be
retained by IBM and the remaining amount (for clarity, [**] percent ([**]%) of the remaining unused Machines Allotments)
shall be refunded to Galileo.


 


The Products acquired under these Machines Allotments are not financed
by IBM Credit.  In the event the Parties
desire to lease any of the Machines acquired under these Machines Allotments,
then upon IBM Credit’s approval, such leasing transactions shall be confirmed
by the Parties in an Order Letter.


 


17

















 


The amount of the Machines Allotment for each Product
Type for each of the periods shown below is set forth in the following table:


 


	
  Period                                      

  	
   

  	
  Product Type

  	
   

  	
  Amount

  	
   

  
	
  10/01/07 – 12/31/07

  	
   

  	
  System p

  	
   

  	
  $          [**]

  	
   

  
	
   

  	
   

  	
  System x

  	
   

  	
  $          [**]

  	
   

  
	
  1/01/08 – 12/31/08

  	
   

  	
  Disk

  	
   

  	
  $          [**]

  	
   

  
	
   

  	
   

  	
  Tape

  	
   

  	
  $          [**]

  	
   

  
	
   

  	
   

  	
  System p

  	
   

  	
  $          [**]

  	
   

  
	
   

  	
   

  	
  System x

  	
   

  	
  $          [**]

  	
   

  
	
   

  	
   

  	
  Communications

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  $          [**]

  	
   

  



 


	
  Period                                        

  	
   

  	
  Product Type

  	
   

  	
  Amount

  	
   

  
	
  10/01/07 – 6/30/08

  	
   

  	
  Storage Upgrades

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/08 – 6/30/09

  	
   

  	
  Storage Upgrades

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/09 – 6/30/10

  	
   

  	
  Storage Upgrades

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/10 – 6/30/11

  	
   

  	
  Storage Upgrades

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/11– 6/30/12

  	
   

  	
  Storage Upgrades

  	
   

  	
  $          [**]

  	
   

  
	
  7/01/12 – 6/30/13

  	
   

  	
  Storage Upgrades

  	
   

  	
  $          [**]

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  $          [**]

  	
   

  



 


23.                   AMO Agreement Extension.  Section 38 of the AMO Agreement,
entitled “AMO Agreement Extension”, which was added by Amendment 3, is
deleted in its entirety.


 


24.                   Dispute Resolution.  Section 41
of the AMO Agreement, entitled “Storage Allotment”, which was added by
Amendment 5, is deleted in its entirety and replaced with the following:


 


“41.                        Dispute
Resolution


 


Any dispute, claim,
or controversy arising out of or relating to this AMO Agreement or the
relationship or transactions contemplated by this AMO Agreement (a “Dispute”)
will be resolved in accordance with the procedures set forth in this Section 41.


 


IBM and Galileo will
first use reasonable business efforts to resolve the dispute at the operational
level.


 


If the
Dispute has not been resolved at the operational level, then, upon the written
request of either IBM or Galileo, which request must describe the Dispute in
reasonable detail, each of IBM and Galileo will appoint a senior executive not
involved in the day-to-day performance or management of this AMO Agreement who
will negotiate with the senior executive appointed by the other in a good faith
effort to resolve the Dispute.


 


If the
Dispute has not been resolved by the senior executives pursuant to the
preceding paragraph within thirty (30) days or by such earlier time as either
IBM or Galileo reasonably determines that the Dispute is not likely to be
resolved by the senior executives, then either IBM or Galileo may undertake to
resolve the Dispute by litigation or any procedure provided by applicable law.


 


Notwithstanding
the foregoing provisions of this Section 41, either IBM or Galileo may
initiate litigation at any time to enforce the provisions of this Section 41
or to seek an injunction or other equitable relief to preserve the status quo
or prevent irreparable injury.”


 


25.                   Significant Business Downturn:  The AMO Agreement is amended by adding after Section 41
thereof a new Section 42 to read as follows:


 


18

















 


“42.                        Significant
Business Downturn


 


“The Parties agree as
follows:


 


(a)                                              If
[**] ceases to obtain [**] (as defined in the Enterprise
Software Agreement referenced in Section 3 of this AMO Agreement) from the
Travelport Enterprise, then, commencing with the Monthly Payment for the first
calendar month after [**] ceases to
obtain such [**], each Monthly
Payment will be reduced by $[**]
per month.


 


(b)                                             If
an event, or a series of events, beyond the reasonable control of the Travelport
Enterprise (other than the event described in subsection (a) above)
(for example, terrorist attacks, war, strikes, fire, flood, earthquake, and
other acts of God) results in, or is reasonably anticipated to result in, a
significant and sustained reduction in the Travelport Enterprise’s requirements
for the Products and Services provided by IBM in connection with this AMO
Agreement, then, upon the request of Galileo, the Parties shall negotiate in
good faith to agree upon equitable adjustments to the charges and other
applicable provisions of this AMO Agreement, as well as their related
agreements, to appropriately reflect such reduced requirements.”


 


26.                   Annual Review of Innovative Solutions
Options.  The AMO Agreement is amended by adding after Section 42
thereof a new Section 43 to read as follows:


 


“43.                        Annual
Review of Innovation Solutions Options


 


To help the Travelport
Enterprise respond to or otherwise address its business requirements relating
to operational efficiencies and technology innovation in its business, IBM
agrees to meet and confer with the Travelport Enterprise on an annual basis to
review such items and explore opportunities for the Travelport Enterprise to
accomplish organizational efficiencies and improvements, while also aiming to reduce
the Travelport Enterprise’s associated costs. 
During this annual review, IBM will present innovative solution
alternatives relating to Machines, software, and/or services solutions that, if
implemented by the Travelport Enterprise, would present the Travelport
Enterprise with an opportunity to benefit by a minimum of $[**] in annual savings to the Travelport
Enterprise.  IBM and Galileo intend that
this annual review will take place in a single meeting, ideally concluded in
the first calendar quarter of each year, and will include the participation of
the Travelport Enterprise’s CTO.”


 


27.                   Adjustments to Monthly Payments.  The AMO Agreement is amended by adding after Section 43
thereof a new Section 44 to read as follows:


 


“44.                        Adjustments
to Monthly Payments


 


The
purpose of this Section 44 is to describe certain adjustments to the
Monthly Payments if the date upon which the migration from the Travelport
Enterprise data center in Denver, Colorado to the Travelport Enterprise data
center in Atlanta, Georgia of the processing currently being performed by IBM
pursuant to the ITSA (the “Migration”) is complete and the ITSA, including the
payments due to IBM thereunder, is terminated (the “ITSA End Date”, which will
be the same as the “End Date” defined in the Termination Letter Agreement,
effective as of December 31, 2007, between IBM and TP Operations) is
earlier or later than assumed for various purposes.


 


(a)          In
order to adjust for the respective amounts payable to IBM pursuant to the ITSA
and pursuant to this AMO Agreement if the ITSA End Date is earlier or later
than [**], which is the date assumed for
purposes of the Monthly Payments set forth on Exhibit A, the Parties agree
as follows:


 


(1)          If
the ITSA End Date occurs on or after [**]
but before [**], then the
Monthly Payment for [**] will be
increased by $[**].


 


(2)          If
the ITSA End Date occurs on or after [**]
but before [**], then the
Monthly Payment for [**] will be
increased by $[**].


 


19

















 


(3)          If
the ITSA End Date occurs after [**]
but on or before [**], then the
Monthly Payment for [**] will be
reduced by $[**].


 


(4)          If
the ITSA End Date occurs after [**]
but on or before [**], then the
Monthly Payment for [**] will be
reduced by $[**].


 


(5)          If
the ITSA End Date occurs before [**]
or after [**], then the Parties shall negotiate in
good faith to agree upon an equitable adjustment to the Monthly Payments to
appropriately reflect that change in the ITSA Termination Date.


 


(b)         In
order to provide an incentive for the ITSA End Date to be achieved earlier
than, and a disincentive for the ITSA End Date to be achieved later than, the
target date of [**] mutually
anticipated by IBM and TP Operations as of December 28, 2007 the Parties agree
as follows:


 


(1)          If
the ITSA End Date occurs on or before [**], then the Monthly Payment for [**] will be increased by $[**].


 


(2)          If
the ITSA End Date occurs on or after [**],
then IBM will issue a credit in the amount of 
$[**], which is not financed by IBM
Credit, with such credit to be applied by Galileo against charges directly from
or through IBM, as confirmed in a Transaction Document (as defined in the
ICA).  If this credit has not been fully
applied by Galileo by [**], then Galileo
may request that IBM pay any remaining amount of the credit by check and IBM
will promptly issue a check to Galileo for the remaining amount of the credit.


 


IBM
and Galileo will monitor the status of the Migration and will meet in [**] to mutually evaluate the likelihood
of the ITSA End Date occurring earlier or later than the target date.  If either one of these Parties believes that
the ITSA End Date will occur earlier or later than the target date for reasons
that are not within the reasonable control of that Party, then that Party may
eliminate the provisions of this subsection (b) by giving the other
written notice thereof.”


 


28.                   Additional
Provisions for Lease Assumptions Pursuant to ITSA The AMO Agreement
is amended by adding after Section 44 thereof a new Section 45
to read as follows:


 


“45.                        Additional Provisions for Lease Assumptions
Pursuant to ITSA


 


The
ITSA provides that upon termination of the ITSA, Travelport Operations, Inc.
(“TP Operations”) will assume all Lease obligations for Machines subject to the
TLA, and the following amounts have been included in the Monthly Payments to
satisfy TP Operations’s Lease obligations:


 


(a)          $[**], which is TP Operations’s payment obligation for the non-System z
Machine inventory that will remain with TP Operations based on the Machine inventory (the “Assumed
Machine Inventory”) attached as
Attachment A to the Termination Letter Agreement entered into by TP
Operations and IBM contemporaneously with the execution of Amendment 6 to
this AMO Agreement; and


 


(b)         $[**], which is TP Operations’s payment obligation
for the System z Machines Serial Numbers: [**] that TP Operations has agreed to return to IBM at the ITSA
Termination Date.  The Leases for these
System z Machines will be terminated, and the Machines will be returned to
IBM Credit, within thirty (30) days after the ITSA Termination Date.  An early termination credit of [**] has been
included in the calculation of the Monthly Payments to provided for the early
termination of these Leases and the early return of these Machines.


 


20

















 


The
foregoing amounts have been calculated using a [**] ITSA End Date, but will not
change if the ITSA End Date is earlier or later than that date, since Section 44
provides for appropriate adjustments to be made to the Monthly Payments in
order to adjust for an earlier or later ITSA End Date.


 


Prior
to the ITSA End Date, IBM and the Travelport Enterprise will mutually perform
an inventory reconciliation to compare the Assumed Machine Inventory to the
actual inventory of Machines for which TP Operations has Lease assumption
obligations pursuant to the ITSA (the “Actual Machine Inventory”).  If the charges for Lease obligations for the
Actual Machine Inventory differs from the amount included in the Monthly
Payments, as set forth above, then a corresponding change (increase or
decrease) will be made to the Monthly Payments, as confirmed by the Parties in
an Order Letter.  Disposition of
the title of the non-System z Machines will be determined by the type of
Lease for each such Machine.  In the
event that TP Operations wishes to acquire title to a Machine that is to be
returned to IBM, the Parties will negotiate a mutually agreeable price for such
transactions.”


 


	
  Agreed to:

  	
   

  	
   

  
	
  Worldspan, L.P.

  	
   

  	
   

  
	
  By:

  	
  Worldspan Technologies Inc., its

  	
   

  	
  Customer No.: 9885094

  
	
   

  	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
  Jurisdiction of Organization:          Delaware

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Pat J. Bourke

  	
   

  	
  AMO Agreement No.: 

  
	
  Authorized
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
  IBM Customer Agreement No.: JJT-0003

  
	
  Name (type or print):

  	
  Pat J. Bourke

  	
   

  	
   

  
	
   

  	
   

  	
  Term Lease Agreement No.: JJT-0001

  
	
  Date:

  	
  28 December 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed to:

  	
   

  	
  Agreed to:

  
	
  Travelport
  Inc.

  	
   

  	
  International
  Business Machines Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Pat J. Bourke

  	
   

  	
  By:

  	
  /s/
  Jim Fritter

  
	
  Authorized Signature

  	
   

  	
  Authorized Signature

  
	
   

  	
   

  	
   

  
	
  Name
  (type or print):

  	
  Pat
  J. Bourke

  	
   

  	
  Name
  (type or print):

  	
  Jim
  Fritter

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  28 December 2007

  	
   

  	
  Date:

  	
  28 December 2007

  
	
   

  	
   

  	
   

  
	
  Agreed to:

  	
   

  	
  Agreed to:

  
	
  Galileo International LLC

  	
   

  	
  IBM Credit LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Pat J. Bourke

  	
   

  	
  By:

  	
  /s/ Judson Ficklen

  
	
  Authorized Signature

  	
   

  	
  Authorized
  Signature

  
	
   

  	
   

  	
   

  
	
  Name (type or print):

  	
  Pat
  J. Bourke

  	
   

  	
  Name
  (type or print):

  	
  Judson
  Ficklen

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  28 December 2007

  	
   

  	
  Date:

  	
  28 December 2007

  
	
   

  	
   

  	
   

  
												



 


21