exv10w3






Exhibit 10.3




Amendment 11 to

Worldspan Asset Management Offering Agreement



This amendment is the eleventh amendment (“Amendment 11”) to the Asset Management Offering
Agreement effective as of July 1, 2002, among Travelport, LP (formerly Worldspan L.P.)
(“Travelport”), 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, Amendment 5 effective as of February 1, 2007,
Amendment 6, effective as of October 1, 2007, Amendment 7, effective as of October 1, 2007,
Amendment 8, effective as of October 1, 2007, Amendment 9, effective as of October 1, 2007, and
Amendment 10, effective as of March 31, 2009 (collectively, the “AMO Agreement”).



Each term defined in the AMO Agreement shall have the same meaning in this Amendment 11 unless
otherwise provided herein or inconsistent with the content hereof.



Effective as of December 31, 2007, Travelport (then named Worldspan, L.P.), IBM, and IBM Credit
entered into a Joinder Agreement pursuant to which Travelport’s affiliates, Travelport Inc. (“TPI”)
and Galileo International LLC (“Galileo International”), became parties to, and jointly and
severally liable for all Travelport obligations under, certain agreements defined in the Joinder
Agreement as the “Designated Agreements”, including, without limitation, this AMO Agreement and the
TLA. Travelport represents and warrants that subsequently (i) Galileo International changed its
name to Travelport International, LLC, (ii) Travelport International, LLC merged with and into
Galileo International, Inc., (iii) Galileo International, Inc. merged with and into TPI, and (iv)
all of TPI’s assets and liabilities previously held by Travelport International, LLC were
contributed, though a series of transactions, to Travelport. IBM, IBM Credit and Travelport may be
referred to from time to time herein as the “Party” or “Parties”. Accordingly, the Parties hereto
agree that:



(a) Travelport has assumed, and will perform, all of the duties, obligations, covenants, and
representations under taken by TPI and Galileo International pursuant to the Joinder Agreements
with respect to the Designated Agreements (as defined in the Joinder Agreement) and represents and
warrants that it has and will continue to directly benefit from each of the Designated Agreements
and that the leased Machines and Financed Items under the TLA will be used by Travelport and other
entities in the Travelport Enterprise;



(b) TPI hereby assigns to Travelport all of TPI’s rights with respect to the Designated Agreements;



(c) TPI, Galileo International, Travelport International, LLC, and Galileo International, Inc.
shall not be parties to any of the Designated Agreements;



(d) Except to the extent otherwise specified in any Designated Agreement or inconsistent with the
context in which it appears, any reference in a Designated Agreement to “Galileo”, “you”, or “You”
shall be deemed to refer to Travelport; and



(e) The Joinder Agreement is hereby terminated and shall be of no further force or effect.



The purposes of this Amendment 11 are to replace, modify, or add certain terms in the AMO Agreement
with the terms specified in this Amendment 11.



This Amendment 11 becomes effective as of March 31, 2010 (the “Effective Date of Amendment 11”).



This Amendment 11 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 11 made by reliable means is considered an original.



The Parties agree that this Amendment 11, 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 11.




 


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.




 









 







Except for the changes specified in this Amendment 11, all other terms and conditions of the AMO
Agreement remain unchanged. In the event of a conflict between this Amendment 11 and the AMO
Agreement, this Amendment 11 will prevail.



Travelport, IBM and IBM Credit and, with respect to the third introductory paragraph of this
Amendment 11 only, Travelport, Inc. (“TPI”) hereby agree that, as of the Effective Date
of Amendment 11, 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 11.
	 
	 	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 11. Mid-Lease
and End of Lease Pre-stated Buyout Options for System z Machines in the Capacity Plan are
also included in Attachment 2.
	 
	 	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 11.
	 
	 	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 11.
	 
	 	5.	 	Order Letter Exhibit. Exhibit G (Galileo Order Letter) to the AMO Agreement is
replaced in its entirety with the Exhibit G attached as Attachment 5 to this Amendment 11.
	 
	 	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 11.
	 
	 	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 11.
	 
	 	8.	 	Table for z10 Engine Deactivation Credit for Maintenance Services. The Exhibit P
(Table for z10 Engine Deactivation Credit for Maintenance Services) attached to this
Amendment 11 as Attachment 8 is added to the AMO Agreement as Exhibit P.
	 
	 	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 “December 31, 2014” and by adding
thereto the following sentence:






	 	 	 	“The period from March 31, 2010 through December 31, 2014 may be referred to herein as
the “Amendment 11 Extension Term”.”






	 	10.	 	Order Letters. Section 1 of the AMO Agreement, entitled “Cancelled/Superseded
Agreements”, is amended by adding thereto the following sentence:






	 	 	 	“Order Letters issued during the Amendment 11 Extension Term shall begin with Order
Letter 700.”






	 	11.	 	Monthly Payments. Section 2 of the AMO Agreement, entitled “Monthly Payments”, is
amended by revising the last sentence of the second paragraph thereof to read as follows:






	 	 	 	“IBM acknowledges receipt of the Monthly Payments due for the portion of the Initial Term
prior to March 31, 2010 (the “Effective Date of Amendment 11”), and a schedule of the
Monthly Payments due for the portion of the Initial Term after the Effective Date of
Amendment 11 is attached as Exhibit A.”









 









 








	12.	 	TPF Variable Capacity. Section 6 of the AMO Agreement, entitled “TPF Variable
Capacity”, is hereby amended in its entirety to read as follows:






“6. TPF Capacity




The Parties agree that the System z processor capacity provided in the TPF Complex by IBM
to the Travelport Enterprise to run IBM’s Transaction Processing Facility (“TPF”) software
(the “TPF Workload”) shall be comprised solely of [**]. The charges for the [**] are
included in the [**]. Until and unless [**] is used by
Travelport, no charges will be due or payable by Travelport to IBM for the [**]. If at any time, in any increment, Travelport uses any amount of the [**] for TPF or zVM processing, then Travelport shall immediately become liable for,
and make payment to IBM, for acquisition of such capacity at increments described in
subsection (3) hereof.




(1) Definitions:




For purposes of the AMO Agreement, the following definitions apply and control:




“TPF Complex” means (i) the [**] (System z10) Machines identified in
Exhibit B as the TPF Complex Replacement Machines, and (ii) the [**]
(System z9) Machines identified in Exhibit B as the TPF Complex Displaced Machines until
each of the Displaced Machines is replaced by the applicable Replacement Machine, all of
which replacement will occur by [**].




“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”). The capacity of an “Engine” (as
further described below), or a Machine or a Central Electronic Complex (“CEC”) is
sometimes described in MIPS. MIPS is solely an approximation of relative internal
processor performance. The MIPS numbers in this AMO Agreement are specific to, and are to
be used solely for measuring elements of, this AMO Agreement. These MIPS numbers are not
intended for capacity planning purposes nor does IBM make any representation that they
will be an accurate reflection of the results that Travelport might expect to achieve in
its unique operational environment.




“TPF 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 “Capacity
Utilization Reporting”.




“TPF Fixed Capacity” means the IBM processor type [**] capacity, expressed in MIPS,
acquired by Travelport on an ongoing, permanent basis via purchase or lease acquisition
for the specific purpose of running the TPF Workload. It is specifically not TPF Buffer
Capacity. z/VM Capacity is specifically a subset of TPF Fixed Capacity. To the extent
zVM Capacity is executed, the TPF Fixed Capacity available for Travelport’s use is reduced
by an equal amount, i.e., the sum total of TPF Fixed Capacity and z/VM Capacity can never
exceed the TPF Fixed Capacity when no z/VM Capacity is executed.




“TPF Buffer Capacity” means the additional, incremental IBM processor type [**] capacity,
measured in MIPS, which is provided by IBM in aggregate across the TPF Complex above and
beyond the TPF Fixed Capacity in the amount of approximately [**] of TPF Fixed Capacity.




“z/VM Capacity” is a subset of TPF Fixed Capacity and is the number of MIPS of the TPF
Fixed Capacity that may be used for z/VM Systems. z/VM Capacity is limited to [**] MIPS
running on an IBM processor type [**] and [**]
MIP running on an IBM processor type [**], for
an aggregate total of








 









 








[**] MIPS of z/VM Capacity. Travelport may elect, at its option, to run z/VM Capacity.
To the extent z/VM Capacity is run, TPF Fixed Capacity is reduced in an equal amount. The
TPF operating system may be run as a guest of z/VM under the provisions of this paragraph.




“Engine” means an IBM processor type [**] Machine general purpose central processor on
which the System z instruction set is executed and on which the TPF, zOS or z/VM operating
systems may execute. The MIPS capacity per Engine is documented in Table B, entitled
“[**] CP MIPS”.




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




“TPF Logical System” means a group of production LPARs supporting a specific Travelport
customer or internal business function. Production TPF workloads are exclusively run on
TPF Logical Systems. In no situation is an LPAR shared by more than one Logical System.
As of April 1, 2010, there are [**] separate production
LPARs that form [**] Logical Systems: [**].




“TPF Complex System” means (i) a TPF Logical System, (ii) a test TPF Systems that does not
run as guest under z/VM, and (iii) a z/VM System.




“Daily Airline Hosting MIPS” means, for each day, the Airline Hosting MIPS used by the TPF
Logical Systems during that day, as described in the subsection below entitled “Capacity
Utilization Reporting.”




“ESO Agreement” means the Enterprise Software Option Agreement referenced as an Included
Agreement in Section 3.




“Airline Hosting MIPS” has the meaning specified in the ESO Agreement.




(2) Use of the TPF Complex:




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




	 	(a)	 	The use of the TPF Complex for z/VM Systems is restricted to the capacity
for 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.
	 
	 	(b)	 	The use of the TPF Complex for TPF Systems is [**].
	 
	 	(c)	 	If the TPF Adjusted Peak Capacity Usage exceeds TPF Fixed Capacity MIPS for
any measurement period for any day in any month, then Travelport must acquire during
the following month additional TPF Fixed Capacity in engine boundary configurable
increments equal to or greater than the prior month’s reported TPF Buffer Capacity
MIPS usage. The purchase price for [**] procured by Travelport under this
paragraph shall be the [**]. IBM will adjust TPF Buffer Capacity MIPS to ensure that TPF
Buffer Capacity MIPS are approximately [**] of TPF Fixed Capacity, subject to IBM
processor type [**] configuration rules. Maintenance Service and Program charges
will be billed for all such additional TPF Fixed Capacity in accordance with any
applicable agreements in effect between IBM and the Travelport Enterprise.








 









 









(3) General:




IBM shall provide the TPF Buffer Capacity, and Travelport agrees to purchase or lease TPF
Fixed Capacity if TPF Buffer Capacity is used, under this AMO Agreement. Specifically,
the IBM Buffer Capacity remains IBM’s owned asset until and unless procured by Travelport
under the terms and conditions of this AMO Agreement. The capacities and settings of
these IBM processor type [**] Machines are shown in Table A below, entitled “TPF Complex
Setup”.



Table A TPF Complex Setup




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NUMBER OF	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TPF FIXED +	 	 	 	 	 	 	 	 	 	 	TPF FIXED	 
	 	 	IBM [**] z10	 	 	 	 	 	 	TPF FIXED	 	 	 	 	 	 	BUFFER	 	 	IBM	 	 	 	 	 	 	CAPACITY	 
	TRAVELPORT	 	PROCESSOR	 	 	TPF FIXED	 	 	CAPACITY -	 	 	TPF BUFFER	 	 	CAPACITY -	 	 	PROVIDED	 	 	 	 	 	 	MIPS	 
	CEC	 	SERIAL	 	 	CAPACITY	 	 	zOS 1.8 MI	 	 	CAPACITY	 	 	zOS 1.8 MI	 	 	TPF BUFFER	 	 	BUFFER	 	 	AVAILABLE TO	 
	DESIGNATION	 	NUMBER	 	 	MODEL	 	 	MIPS	 	 	MODEL	 	 	MIPS	 	 	MIPS	 	 	MIPS %	 	 	RUN z/VM	 
	[**]
	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 







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”).




Table B below, entitled “[**] CP MIPS”, shows MIPS data for each IBM processor type [**]
capacity setting. The MIPS shown are calculated by multiplying the published IBM LSPR
z/OS 1.8 Multi-Image Default Mixed Workload performance measurements by [**].



Table B




[**] CP MIPS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	z/OS	 	 	 	 
	 	 	 	 	V1R8	 	 	 	 
	Machine Type-	 	 	 	MI	 	SW	 	 
	Capacity Setting	 	#CP	 	MIPS	 	Group	 	MSU
	[**]

	 	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 









 









 









The MIPS shown above are derived from published IBM LSPR z/OS 1.8 Multi-Image Default
Mixed Workload performance measurements of IBM machine type [**] Processors. They
represent a broad approximation of mixed workload environments, and no representation or
warranty is expressed or implied that these MIPS will be realized by Travelport. The
Parties agree this MIPS data is to be used solely as a matter of convenience for the
purposes discussed in this AMO Agreement.




(4) Capacity Utilization Reporting:




Travelport agrees to measure and report to IBM the number of MIPS used by all of the TPF
Complex Systems. This report (the “Capacity Utilization Report”) will be provided to IBM
on a monthly basis, in the format of a Microsoft Excel spreadsheet. The Capacity
Utilization Report will be used to calculate (i) the charges for capacity utilized in
excess of the TPF Fixed Capacity pursuant to this AMO Agreement, and (ii) Airline Hosting
MIPS for purposes described in the ESO Agreement.




The Capacity Utilization Report will include, at a minimum:




	 	-	 	The installed capacity setting of each Machine in the TPF Complex.
	 
	 	-	 	For each TPF Logical System, a list of production LPARs that comprise it
and the percentage, if any, of its capacity that consists of Airline Hosting MIPS
using the methodology described below, or another methodology proposed by Travelport
and acceptable to IBM, such acceptance to not be unreasonably withheld.
	 
	 	-	 	For each TPF Complex System, the average number of MIPS used in each [**]
minute period beginning at midnight, Greenwich Mean Time, of each day ([**]
measurements per TPF Complex System for each day).
	 
	 	-	 	For each [**] minute period, the sum of the average number of MIPS used by
all the TPF Complex Systems. For each day, the highest of these numbers (the “Peak
Capacity Usage” for that day) will be marked with an asterisk or other readily
identifiable mark.
	 
	 	-	 	The average number of MIPS used by each TPF Complex System for each [**]
minute measurement interval shall be calculated as the sum of the products of (i)
each individual Production LPAR’s average utilization for that measurement interval,
multiplied by (ii) the Total Enabled Machine Capacity at Initial Capacity Setting
(in MIPS) from the TPF Complex Setup Table (Table A), multiplied by (iii) the ratio
of the LPAR logical I-Streams to CEC Physical I-Streams.
	 
	 	-	 	For each [**] minute period, the number of MIPS used by each TPF Logical
System that are Airline Hosting MIPS, which will be calculated by (i) multiplying
(x) the number of MIPS used by each TPF Logical System during that [**] minute period
by (y) the percentage of that system that consists of Airline Hosting MIPS, and (ii)
taking the sum of the resulting products.
	 
	 	-	 	For each day, the Airline Hosting MIPS for the [**] minute period in which
the Peak Capacity Usage occurred (the Daily Airline Hosting MIPS) will be marked
with an asterisk or other readily identifiable mark.
	 
	 	-	 	A description of any circumstances that Travelport believes caused an
abnormality in the data that should result in an adjustment to the Peak Capacity
Usage or Peak Airline Hosting MIPS for any day, as described below.
	 
	 	-	 	Travelport will use the software product [**]
from [**] in z/VM service machine LPARS on each [**] to
measure capacity utilization for all z/VM Systems each minute, and [**] such
measurements will be summed and averaged to establish each [**] minute z/VM Capacity
utilization level that will be shown for that [**] minute period in the Capacity
Utilization Report. Travelport may, with the approval of IBM, which will not be
unreasonably withheld, change the method of calculating the z/VM usage.








 









 









The Capacity Utilization Report for each month will be available to IBM no later than the
15th day of the following month, except, however, that no report will be
required from Travelport until the month after the six System z9 Displaced Machines have
been replaced with the System z10 Replacement Machines, as described in Exhibit B, but no
later than for calendar month July 2010 usage. Travelport will deliver the monthly report
electronically to, at a minimum, the IBM AMO Project Executive, the IBM Client Executive,
the IBM AMO Account Support Representative and the IBM TPF Product Line Manager. IBM will
provide Travelport with appropriate contact information for each of these individuals, and
will update that information as applicable.




In the event that an abnormality is apparent in the data reflected in the Capacity
Utilization 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. Travelport 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 identify
unusual capacity abnormalities caused by unpredictable system situations, such as a
“looping program” or Machines outage, and, as necessary, make mutually agreed upon
adjustments to the TPF Adjusted Peak Capacity Usage, the Daily Airline Hosting MIPS, or
both, that may be necessary to fairly reflect those abnormalities. This provision is not
intended in any way to mitigate any real peaks in the workload of these Machines. The TPF
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. The Daily Airline
Hosting MIPS for each day will be the reported Peak Airline Hosting MIPS for that day as
adjusted, if necessary, to account for any abnormality.




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




For the purpose of charging for capacity utilized in excess of the TPF Fixed Capacity, the
Capacity Utilization Report for each month must report the highest Peak Capacity Usage for
that month.




For the purpose of enabling the calculation the Annual Airline Hosting MIPS Usage (as such
term is defined in the ESO Agreement), the Capacity Utilization Report for each month must
report the highest Daily Airline Hosting MIPS during that month.




The Capacity Utilization Report will include a specific column for [**], [**], other hosted airlines, and Airline Hosting MIPS. The Airline Hosting MIPS will
be the sum of the MIPS reported as described above for [**],
[**] and other hosted airlines.




For each TPF Logical System on which both GDS and Airline Hosting MIPS workloads are run,
the percentage of that system’s capacity that consists of Airline Hosting MIPS will be
measured and reported using one of the following methods as appropriate to the TPF Logical
System in question, or another method proposed by Travelport and acceptable to IBM, such
acceptance to not be unreasonably withheld:




	 	1.	 	“Sysco Data Collection” process, which is run on the TPF Logical System
called WSP, will be used to calculate the Airline Hosting MIPS used by (1) [**], and (2) other hosted airlines. The “Sysco Data Collection” process will
be run twice per day, once in the morning and once in the afternoon, both at or
near the peak TPF Logical System utilization period. Travelport will indicate in
the Capacity Utilization Report the two [**] minute periods in which the “Sysco Data
Collection” process is run each day. The two daily “Sysco Data Collection” process
results will be averaged to determine the utilization percentages for both the GDS
workload component and the Airline Hosting MIPS workload component of the WSP
system. The resulting percentage will then clearly be displayed in each day’s
Microsoft Excel data sheet in the Capacity Utilization Report and will be used to
determine the Airline Hosting MIPS used by the WSP system. In the event that one
of the two Sysco Data Collections in a day is cancelled or fails to report data,
the








 









 









	 	 	 	data from the remaining Sysco Data Collection will be used. If neither Sysco Data
Collection reports data, the data from the previous day will be used.






	 	2.	 	“Entry Control Block Logging Tools” and “Reverse Links Entry Control
Block Logging Tools” which are run on the TPF Logical Systems called APO, VSS, PRE,
and PGR will be used to calculate the Airline Hosting MIPS used by [**]. The results from the “Entry Control Block Logging Tools” and “Reverse Links
Entry Control Block Logging Tools” will be used to determine the utilization
percentages for both the GDS workload component and the Airline Hosting MIPS used
by the APO, VSS, PRE and PGR systems. The resulting percentages will then clearly
be displayed in each day’s Microsoft Excel data sheet in the Capacity Utilization
Report and used to determine the Airline Hosting MIPS used by APO, PRE, PGR and
VSS.






(5) Miscellaneous:




If Travelport requires additional configured TPF capacity in excess of that described in
the TPF Complex Setup Table (Table A), then IBM will offer such capacity in configured
Engine boundary increments specified by Travelport for either TPF System or z/VM System
use. Maintenance Services and Programs will be charged for all such additional configured
capacity. z/VM Capacity will be priced at IBM’s PPA pricing. Any other TPF Complex
Machines or microcode enabled changes or additions will also be priced at IBM’s PPA
pricing. 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.
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.”




	 	13.	 	Settlement/Termination Charges. Section 16 of the AMO Agreement, entitled
“Settlement/Termination Charges”, is amended by adding at the end thereof the following
paragraph:






“Notwithstanding anything in this AMO Agreement to the contrary, any Settlement Charge or
Termination Charge payable by Travelport pursuant to this AMO Agreement will be reduced by
any amounts that may have been then-previously paid by Travelport in connection with the
termination of the WebServer Software Special Option referenced as an Included Agreement
in Section 3 (the “WSSO).




Any termination of this AMO Agreement shall not constitute or result in the termination of
the ESO Agreement. Should the AMO Agreement be terminated prior to the Expiration Date,
then notwithstanding such termination, upon IBM’s receipt of any Settlement and/or
Termination Charge, Travelport shall be entitled to continue to receive, at no additional
charge, IBM Subscription and Support (S&S) and other support, as described in the ESO
Agreement, for the remainder of the term of the ESO Agreement.”




	 	14.	 	Covenants. Section 19 of the AMO Agreement, entitled “Covenants”, is amended by adding
at the end thereof the following paragraph:






“It shall be a condition precedent to the transactions contemplated by Amendment 11 to
this AMO Agreement that Travelport provide an Agreement of Letter of Credit and an
Irrevocable Letter of Credit (“ILOC”) in favor of IBM Credit in the initial amount of
[**] and in form and substance satisfactory to IBM Credit in its sole discretion,
with the issuer being a financial institution with a Moody’s Investors Service issuer
rating of A3 or higher. The ILOC may be reduced in an amount pursuant to an Agreement of
Letter of Credit between IBM Credit and Travelport.”




	 	15.	 	Termination Option. The first paragraph of Section 21 of the AMO Agreement, entitled
“Termination Option”, is amended by replacing the date “July 1, 2009” with the date “April
1, 2011”.








 









 









	 	16.	 	TPF Utilization Credits. Section 33 of the AMO Agreement, entitled “TPF Utilization
Credits”, is deleted in its entirety.
	 
	 	17.	 	Additional Agreements. Section 34 of the AMO Agreement, entitled “Additional
Agreements”, is amended in its entirety to read as follows:






“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 March 31, 2010 through the Expiration Date, will be included in
the Monthly Payments and are not separately payable:




	 	1.	 	IBM WebServer Software Special Option, as amended
	 
	 	2.	 	Enterprise Software Option Agreement, as amended
	 
	 	3.	 	General Assignment and Bill of Sale #2
	 
	 	4.	 	General Assignment and Bill of Sale #3
	 
	 	5.	 	General Assignment and Bill of Sale #4
	 
	 	6.	 	IBM Work Order to the IBM Master Project Resources Agreement
for Consulting and Integration Services (MPRA), Project Title TPF Support and
Consulting Services Work Order, dated March 31, 2010
	 
	 	7.	 	IBM Statement of Work for ServiceElite, On-Site Service
Technician, Support Line and zSeries Software Services, Statement of Work
Number: AG3BFV
	 
	 	8.	 	IBM Statement of Work for Availability Management Support
Services, dated March 19, 2010, Agreement Number HW72730
	 
	 	9.	 	IBM Trial or Loan of Products Supplement, Agreement #0116041,
Supplement # LT3ZHPA
	 
	 	10.	 	IBM Softek TDMF z/OS Annual Support Services Proforma, dated
March 29, 2010
	 
	 	11.	 	IBM Trial or Loan of Products Supplement, Agreement #0116041,
Supplement # LT3ZHA7






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






	 
	 	18.	 	Programs and Services Allotments. Section 35 of the AMO Agreement, entitled “Programs
and Services Allotments”, is hereby amended as follows:






	 	(a)	 	Section 35.1, entitled “Software Monthly License Charge Program Allotment for
non-TPF Programs (the “MLC Allotment”)”, is deleted in its entirety.
	 
	 	(b)	 	Section 35.2, entitled “VM Software Subscription and Support Allotment (the “VM
S&S Allotment”)”, is amended as follows:






	 	(1)	 	Replace the table contained therein with the following table:








 









 








	 	 	 	 	 
	Period	 	Amount
	 
	07/01/06
— 06/30/07
	 	 	[**]	 
	07/01/07 — 06/30/08
	 	 	[**]	 
	07/01/08 — 06/30/09
	 	 	[**]	 
	07/01/09 — 06/30/10
	 	 	[**]	 
	07/01/10 — 06/30/11
	 	 	[**]	 
	07/01/11 — 06/30/12
	 	 	[**]	 
	07/01/12 — 06/30/13
	 	 	[**]	 
	07/01/13 — 06/30/14
	 	 	[**]	 
	07/01/14 — 12/31/14
	 	 	[**]	 







	 	(2)	 	Add the following sentence under the replacement table:






	 	 	 	“The allotment amounts included in the above table are available on the
first day of each allotment period.”






	 	(c)	 	Section 35.3, entitled “Distributed Software Subscription and Support Allotment
(the “Distributed S&S Allotment”)”, is deleted in its entirety.
	 
	 	(d)	 	Section 35.4, entitled “SoftwareXcel Allotment”, is amended as follows:






	 	(1)	 	Replace the table contained therein with the following table:





	 	 	 	 	 
	Period	 	Amount
	 
	07/01/06 — 06/30/07
	 	 	[**]	 
	07/01/07 — 06/30/08
	 	 	[**]	 
	07/01/08 — 06/30/09
	 	 	[**]	 
	07/01/09 — 03/31/10
	 	 	[**]	 
	04/01/10 — 12/31/10
	 	 	[**]	 
	01/01/11 — 12/31/11
	 	 	[**]	 
	01/01/12 — 12/31/12
	 	 	[**]	 
	01/01/13 — 12/31/13
	 	 	[**]	 
	01/01/14 — 12/31/14
	 	 	[**]	 







	 	(2)	 	Add the following sentence under the replacement table:






	 	 	 	“The allotment amounts included in the above table are available on the
first day of each allotment period.”






	 	(e)	 	Section 35.5, entitled “zOS OTC Services Allotment”, is deleted in its
entirety.
	 
	 	(f)	 	Section 35.6, entitled “DataPower Maintenance Allotment”, is deleted in its
entirety.
	 
	 	(g)	 	Section 35.7, entitled “GCC Services Allotment”, is deleted in its entirety.
	 
	 	(h)	 	Section 35.8, entitled “Migration Services Allotment”, is hereby deleted in its
entirety.
	 
	 	(i)	 	Section 35.9, entitled “Transportation/Deinstallation Allotment”, is amended as
follows:






	 	(1)	 	Replace the table contained therein with the following table:





	 	 	 	 	 
	Period	 	Amount
	 
	10/01/07 — 06/30/08
	 	 	[**]	 
	07/01/08
— 06/30/09
	 	 	[**]	 
	07/01/09
— 06/30/10
	 	 	[**]	 
	07/01/10 — 12/31/14
	 	 	[**]	 









 









 









	 	(2)	 	Add the following sentence under the replacement table:






	 	 	 	“The allotment amounts included in the above table are available on the
first day of each allotment period.”






	 	(3)	 	Amend the last paragraph of Section 35.9 in its entirety to read as follows:






	 	 	 	“In the event of expiration or termination of this AMO Agreement, [**] unused
Transportation/Deinstallation Allotment on the date of expiration or
termination will be refunded to Travelport.”






	 	19.	 	Machines Allotments: Section 37 of the AMO Agreement, entitled “Machines Allotments”,
is hereby deleted in its entirety.
	 
	 	20.	 	Adjustments to Monthly Payments: Section 44 of the AMO Agreement, entitled “Adjustments
to Monthly Payments”, is hereby deleted in its entirety.
	 
	 	21.	 	Additional Provisions for Lease Assumptions Pursuant to ITSA: Section 45 of the AMO
Agreement, entitled “Additional Provisions for Lease Assumptions Pursuant to ITSA”, is
hereby deleted in its entirety.
	 
	 	22.	 	Supplier Allotments. Section 46 of the AMO Agreement, entitled “Supplier Allotments”,
is hereby deleted in its entirety.
	 
	 	23.	 	Machines Allotment. The AMO Agreement is amended by adding after Section 46 thereof a
new Section 47 to read as follows:






“47. Machines Allotment




During the Amendment 11 Extension Term, the Monthly Payment specified for December of
each calendar year includes an annual allotment amount (as set forth in the table below)
that may be used by Travelport to acquire (i) new IBM Machines and related Products,
support (including warranty upgrades) and features directly from IBM during the Amendment
11 Extension Term, and (ii) non-IBM machines and related products, support and features,
directly from IBM or from an authorized IBM Business Partner (a “Supplier”) provided such
acquisition is in conjunction with the acquisition of other IBM Products. These amounts
will be referred to as the “Machines Allotment.” The Machines Allotment is not financed
by IBM Credit.




Notwithstanding the foregoing, the Machines Allotment may also be used to acquire up to
[**] per year, up to an aggregate amount of [**] for the Amendment 11
Extension Term, of new and additional one time charge software (“OTC SW”) and the
Subscription and Support (“S&S”) associated with such OTC SW. For avoidance of doubt,
the Machines Allotment may not be used to acquire Monthly License Charge Programs or S&S
renewals for OTC SW entitlements as such may exist as of March 31, 2010.




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



	 	 	 	 	 
	Period	 	Amount
	 
	03/31/2010 — 12/31/2010
	 	[**]
	01/01/2011 — 12/31/2011
	 	[**]
	01/01/2012 — 12/31/2012
	 	[**]
	01/01/2013 — 12/31/2013
	 	[**]
	01/01/2014 — 12/31/2014
	 	[**]
	Total
	 	[**]



















 









The Machines Allotment is available to use on March 31st of the first allotment
period and, except as described below, on January 1st of each subsequent
yearly allotment period.




In order to use the Machines Allotment during any allotment period, (1) Travelport will
pay to IBM or the Supplier, as applicable, the charges for acquiring the applicable
products and/or services, which charges shall become due as stated in the applicable
executed Order Letter or comparable document (in the case of a Supplier), (2) the
available Machines Allotment funds for that allotment period will be reduced by the
amount of those charges, and (3) the Monthly Payment for December of that allotment
period will also be reduced by the amount of those charges. In addition, if Travelport
has fully utilized the Machines Allotment funds for any allotment period, Travelport may
elect to use the Machines Allotment amount for the subsequent allotment period, prior to
the first availability day of the subsequent allotment period as described in the
previous paragraph, in which case (1) the available Machines Allotment funds for the
subsequent allotment period will be reduced by the amount of the charges for acquiring
the applicable products and/or services in the current allotment period to the extent
that those charges exceed the Machines Allotment funds for the current allotment period,
and (2) the Monthly Payment for December of the subsequent allotment period will also be
reduced by the amount of those excess charges.




IBM will perform a reconciliation annually to compare the Machines Allotment available
for the preceding year to the actual amounts used for applicable products and services.
If the Machines Allotment available for any year, including any amount carried forward
from the previous year, is not fully depleted in that year, then the unused balance, but
not to exceed [**] of the allotment amount originally available for that year (including
any amount carried forward from the previous year), may be carried forward and used in
the subsequent years of this AMO Agreement, not to exceed the total shown in the table
above, or used past the Expiration Date. Any remaining unused amount of each year’s
allotment amount will be held until the termination or expiration of this AMO Agreement,
at which time [**] of such amount may be either used to reduce the non-leased,
non-financed portion of Travelport’s final Monthly Payment or refunded to Travelport, and
[**] shall be retained by IBM.




An Order Letter must be executed by the Parties prior to Travelport’s use of the Machines
Allotment towards any transaction under this AMO Agreement.




All future IBM Machines, Software, and Services acquired directly from IBM under this
Section will be acquired at the then-current fair values for such Products and Services,
as mutually agreed, or in accordance with any other agreements that may currently be in
effect between IBM and Travelport at the time of the transaction unless otherwise
specified in this AMO Agreement.




For applicable products and services acquired from a Supplier (“Supplied Items”),
Travelport is responsible for: (a) selecting the specific Supplied Items; (b) selecting
the Supplier; (c) negotiating the price with such Supplier(s); and (d) paying the
Supplier. Except to the extent IBM’s Statement of Limited Warranty imposes warranty
obligations on IBM for IBM Products, Travelport agrees to indemnify and hold IBM harmless
from any damages or liabilities relating to transactions between Travelport and
Suppliers. Neither IBM nor IBM Credit will be liable for any dispute that may arise
between Travelport and the Suppliers.




Subject to credit approval, Travelport may increase the amount of the Machines Allotment.
Any such increased amount will result in an adjusted increase to the Monthly Payment and
shall be confirmed in an Order Letter.




If the Machines Allotment is not fully depleted at the expiration or termination of this
AMO Agreement, any such unused amounts at the termination or expiration of this AMO
Agreement shall be used to reduce the non-leased, non-financed portion of Travelport’s
final Monthly Payment. If there is any remainder after this reduction, then [**] percent
[**] of the remainder shall be retained by IBM, and the other [**] percent [**]
will be refunded to Travelport.”






 









 









	 	24.	 	[**] Services The AMO Agreement is amended by adding after Section 47 thereof a
new Section 48 to read as follows:






“48. [**] Services




Included in the [**] is an allotment of [**] (the “TPF Services
Allotment ) to be applied to charges for TPF Program-related Services, including
associated [**] services (collectively, “Eligible TPF Services”), to
assist in the [**].




Upon the Effective Date of Amendment 11, IBM will make available [**] of the TPF
Services Allotment. Thereafter, commencing on [**], and continuing through
[**], IBM will make available the remaining [**] of the TPF Services
Allotment in an amount of [**] per month, provided IBM is in receipt of Travelport’s
[**] for each corresponding month.




Travelport may elect to make additional TPF Services Allotment amounts available prior to
making the associated [**] by making a payment equal to the charges for
Eligible TPF Services requested by Travelport. Upon receipt of such amount, IBM will
reduce the [**] for the following month (and if necessary subsequent
month(s)) by the amount of such payment, unless the Parties otherwise agree in an Order
Letter.




If the full amount of the TPF Services Allotment has not been used for Eligible TPF
Services by [**], then Travelport may use the remaining portion of the TPF
Services Allotment for any new Products or Services that it may obtain from IBM.




The TPF Services Allotment provided pursuant to this Agreement must be used during the
term of this Agreement. Eligible TPF Services will be provided (i) at then-current fair
values, as mutually agreed, or in accordance with any other agreements that may then be
in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually
agreed to Statement of Work issued under the IBM Customer Agreement referenced herein as
an Associated Document, or any equivalent agreement in effect between us. In the event
of the expiration or termination of this AMO Agreement prior to your use of the amount of
TPF Services Allotment specified above, IBM shall retain any unused portion of such
amount.




Any travel and living expenses associated with the provision of the Eligible Services
that are pre-approved in writing by Travelport, as well as any taxes applicable to the
Eligible Services, are in addition to any charges for Eligible TPF Services. IBM will
invoice you as such charges and you agree to pay such charges.”




	 	25.	 	Listed Programs Services. The AMO Agreement is amended by adding after Section 48
thereof a new Section 49 to read as follows:






“49. Listed Programs Services




Included in the [**] for the period from [**] through [**] is
an allotment of [**] (the “LP Services Allotment ) to be applied to charges for IBM
Services related to the Listed Programs (as such term is defined the WSSO), including
associated [**] services (collectively, “Eligible LP Services”).




Upon receipt of each [**], IBM will make available [**] of the LP
Services Allotment. Travelport may elect to make additional amounts of the LP Services
Allotment available prior to making the associated [**] by making a payment
equal to the charges for such Eligible TPF Services requested by Travelport. Upon receipt
of such amount IBM will reduce the [**] for the following month (and if
necessary subsequent month(s)) by the amount of such payment, unless the Parties
otherwise agree in an Order Letter.






 









 









The LP Services Allotment provided pursuant to this AMO Agreement must be used prior to
[**]. Eligible LP Services will be provided (i) at then-current fair
values, as mutually agreed, or in accordance with any other agreements that may then be
in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually
agreed Statement of Work issued under the ICA or any equivalent agreement in effect
between IBM and the Travelport Enterprise. If the LP Services Allotment is not used by
[**] or upon the earlier expiration or termination of this AMO Agreement
prior to Travelport’s use of the amount of LP Services Allotment specified above, IBM
shall retain any unused portion of such amount.”




	 	26.	 	z10 Engine Deactivation Credit for Maintenance Services. The AMO Agreement is amended
by adding after Section 49 thereof a new Section 50 to read as follows:






“50. z10 Engine Deactivation Credit for Maintenance Services.




Upon 30 days’ notice from Travelport, IBM will deactivate any of the engines in the z10
Machines listed in Exhibit B as requested by Travelport. IBM will provide Travelport a
z10 Engine Deactivation Credit for Maintenance Services (“Deactivation Credit”) for any
such deactivation. The Deactivation Credit will be calculated from the table in Exhibit
P and will be the difference of the Monthly Amount Per Feature Code of the current
Processor CP Setting and the Monthly Amount Per Feature code of the new Processor CP
Setting. The Deactivation Credit will be applied to reduce the Monthly Payment in full
month increments from the month following the Processor CP setting reduction until
[**]. The Deactivation Credit will be confirmed via an Order Letter.”




	 	27.	 	Existing Credits/Funds. The following credits and funds to which Travelport became
entitled prior to the Effective Date of Amendment 11 will be retained for later use by
Travelport:






	 	(a)	 	Any Fixed Capacity Credits to which Travelport is entitled to pursuant to
Section 33 of the AMO Agreement deleted by this Amendment 11 (which the Parties
estimate to be [**] and is dependent upon IBM’s receipt of the report due IBM on
or before April 10, 2010 and Travelport being entitled to such Fixed Capacity Credit in
accordance the terms of such Section 33, and in accordance with such report) will be
made available to, and retained for later use by, Travelport, notwithstanding the
deletion of that Section of the AMO Agreement. These Fixed Capacity Credits may be
used in acquiring Products and Services from IBM, but may not be applied against the
leased or financed portion of the Monthly Payments payable under the AMO Agreement
(unless mutually agreed to by the Parties, as confirmed by an Order Letter). All
transactions utilizing Fixed Capacity Credits will be confirmed by an Order Letter.
	 
	 	(b)	 	The [**] storage credit described in Order Letter 591 will be retained for
later use by Travelport, in accordance with the provisions of that Order Letter.
	 
	 	(c)	 	The Parties agree that there is [**] remaining from the GCC Services
Allotment provided in Section 35.7 of the AMO Agreement, which amount Travelport may
use to acquire Products and Services from IBM notwithstanding the deletion of that
Section of the AMO Agreement.






	 	28.	 	Continued Effect. Except for the changes specified in this Amendment 11, all other
terms and conditions of the AMO Agreement remain unmodified.






	 	29.	 	Entire Agreement. The Parties agree that this Amendment 11 and the Included Agreements
are the complete agreement between the Parties and replace 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 11. If there is a conflict between the terms
of this Amendment and the terms of an Included Agreement, this Amendment 11 prevails.








 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 

	Agreed to:	 	 	 	Agreed to as to the 3rd introductory paragraph only:
	Travelport, LP by Travelport Holdings,
LLC, 

its General Partner	 	 	 	Travelport, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:     /s/
Mark P. Ryan	 	 	 	By:     /s/
Mark P. Ryan
	 
	 	 	 	 

	Authorized Signature	 	 	 	Authorized Signature
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name
(type or
print):      Mark
P. Ryan	 	 	 	Name
(type or
print):      Mark
P. Ryan
	 
	 	 	 	 

	 

	 	 	 	 

	 	 
	 	 	 	 	 	 
 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:     3/31/2010	 	 	 	Date:     3/31/2010

	 
	 	 	 	 

	Jurisdiction of Organization: Delaware	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Agreed to:	 	 	 	Agreed to:
	International Business Machines Corporation	 	 	 	IBM Credit LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:     /s/
John M. Segler	 	 	 	By:     /s/
Judson A. Fickler
	 
	 	 	 	 

	Authorized Signature	 	 	 	Authorized Signature
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name
(type or
print):     John
M. Segler	 	 	 	Name
(type or
print):     Judson
A. Fickler
	 
	 	 	 	 

	 

	 	 	 	 

	 	 
	 	 	 	 	 	 
 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:     3/31/2010	 	 	 	Date:     3/31/2010
	 
	 	 	 	 

	 	 	 	 	 	 	 	 	 




Customer No.: 9885094



AMO Agreement No.: ASVB594



IBM Customer Agreement No.: JJT-0003



Term Lease Agreement No.: JJT-0001






 











 





Attachment 1




Exhibit A

Monthly Payments



The Monthly Payments shall be as follows:




	 	 	 	 	 
	Month	 	Monthly Payment
	[**]
	 	 	[**]	 









 









 








Note: It shall be a condition precedent to the transactions contemplated by Amendment 11 to the
AMO Agreement that IBM receive, via a wire transfer on or before 2 PM Eastern Daylight Time on
March 31, 2010, the amount of US [**] as part of the Monthly Payment for March 2010 as
provided above, as per the following electronic payment instructions:




PNC Bank

Attn: IBM Corporation

500 First Avenue

Pittsburgh, PA 15219




PNC Bank Contact: Donna Haber

Telephone: 732-220-3258

[**]









 









 








Attachment 2




Exhibit B

Capacity Plan




Processor Capacity Plan




Environment definitions by Workload:



TPF
Complex: The TPF Complex is composed of [**] Machines currently operating in the existing
Travelport GDS System. This complex will be created via the upgrade of these [**] machines to
[**] machines. These Machines will be shipped by IBM on or before March 31, 2010 and upgraded
as shown in Attachment 1.



zOS Complex: zOS applications are currently hosted on [**]
Machines, serials [**].
This complex will be created via the upgrade of these [**] Machines to [**] machines.
These Machines will be shipped by IBM on or before March 31, 2010 and upgraded as shown in
Attachment 1.



DR Complex: DR applications are currently hosted on [**] Machines, serials [**].
This complex will be created via the upgrade of these [**] Machines to [**] machines.
These Machines will be shipped by IBM on or before March 31, 2010 and upgraded as shown in
Attachment 1.




I. TPF, zOS and DR Complexes:





Hybrid Machine Upgrades




As part of the IBM Hybrid Program (“Hybrid Program”), the Leases for the Base Capacity Machines
identified below as “Displaced Machines” are being terminated on the Lease Termination Dates
shown below and the Displaced Machines are being returned by Travelport to IBM Credit. The
Leases associated with the Displaced Machines will be terminated and the Lease termination
charges will be financed by IBM Credit upon the installation of the corresponding Replacement
Machines and such termination charges are included in the Monthly Payments. As a replacement to
the Displaced Machines, Travelport is receiving the upgraded IBM Replacement Machines identified
below and further described in Attachment 1 to this Exhibit B, which will be leased to Travelport
under the TLA and subject to this AMO Agreement.




A. TPF Complex:




IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s TPF
Complex as defined above:






 












 





	 	 	 	 	 	 	 	 	 
	TPF Complex	 	 	 	TPF Complex	 	 
	Displaced Machines	 	Replacement Machines
	 	 	Lease	 	Machine-Model	 	Estimated Date	 	Return
	Machine-Model-Serial #	 	Termination Date	 	Plant Order#	 	of Installation	 	Date
	 
	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]







	 	 	 	These Machines are being leased pursuant to TLA Option B’.
	 
	 	B.	 	zOS Complex:
	 
	 	 	 	IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s zOS
Complex as defined above:





	 	 	 	 	 	 	 	 	 
	zOS Complex	 	 	 	zOS Complex	 	 
	Displaced Machines	 	Replacement Machines
	 	 	Lease	 	Machine-Model	 	Estimated Date of	 	Return
	Machine-Model-Serial #	 	Termination Date	 	Plant Order#	 	Installation	 	Date
	 
	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]







	 	 	 	These Machines are being leased pursuant to TLA Option B’.
	 
	 	C.	 	DR Complex:
	 
	 	 	 	IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s DR
Complex as defined above:





	 	 	 	 	 	 	 	 	 
	DR Complex	 	 	 	DR Complex	 	 
	Displaced Machines	 	Replacement Machines
	 	 	Lease	 	Machine-Model	 	Estimated Date of	 	Return
	Machine-Model-Serial #	 	Termination Date	 	Plant Order#	 	Installation	 	Date
	 
	[**]
	 	[**]
	 	[**]
	 	[**]
	 	[**]







	 	 	 	These Machines are being leased pursuant to TLA Option B’.




The Replacement Machines are the result of new IBM upgrades being added to used IBM Credit base
Machines. The Displaced Machines must be returned to IBM Credit within 90 days of the shipment of
the Replacement Machines pursuant to the terms of Section 25 of the TLA. As of the applicable
Lease Termination Dates, Travelport releases all of its interest in the Displaced Machines and IBM
Credit agrees to discontinue the Leases for the Displaced Machines and to relieve Travelport from
all continuing obligations after the Displaced Machines are returned to IBM Credit, provided
Travelport has paid all amounts due and payable or any other amounts (such as





 









 







taxes) that may have accrued for the Displaced Machines up to the applicable Termination Dates. Travelport
acknowledges it shall continue to be responsible for those obligations that would survive the
discontinuance of the Lease for Displaced Machines as set forth in the TLA.



If Travelport returns any of the Displaced Machines to IBM Credit prior to [**], IBM will
provide a Monthly Early Return Credit from the date of return through [**], in the
applicable amount shown in the table below for each specified Displaced Machine.




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Monthly
	 	 	 	 	 	 	Early Return
	Type	 	Model	 	Serial Number	 	Credit
	 
	[**]
	 	[**]	 	[**]	 	[**]





Normal installation of the Replacement Machines, as well as de-installation, packing and
return shipping of the Displaced Machines, will not be separately chargeable to Travelport; however
should Travelport fail to return any of the Displaced Machines within the 90 day period described
above, IBM shall charge Travelport a rental fee as shown in the table below for each retained
Displaced Machine for each month or partial month) in excess of the 90 day return period described
above. Maintenance Services charges will be in addition to the amounts shown below.










	 	 	 
	Displaced Machine Serial	 	Rent/Month
	 
	[**]
	 	[**]






Installation and De-installation



For the Machines specified above, IBM shall be responsible for normal installation of the Machines
and de-installation of the Machines. IBM shall also be responsible for the normal de-installation
of the Machine Modifications indicated in Attachment 1. IBM will not provide, nor be liable for,
de-installation or other services for Machines not leased under this AMO Agreement or for movement
of Machines between buildings.








 











 





Attachment 1 to Exhibit B




Configurations of the [**] Machine Modifications for the TPF Complex


Maintenance Services are included with these Machines through [**].



1. CEC100




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 










 









 







2. CEC200




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 










  









 







3. CEC300




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 










 









 







4. CEC400




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 










 









 







5. CEC500




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 










 









 







6. CEC600




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 









 









 







7. CEC801




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 










 









 







8. CEC901




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 









 









 







9. SYS61




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 










 









 







10. SYS63




	 	 	 	 	 	 	 	 	 
	Product	 	 	Description	 	Qty	 
	 
	 	[**]	 	 	[**]
	 	 	[**]	 







  












 





Attachment 3




Exhibit C

Current Machines





	I.	 	Travelport — Leased Machines






	 	A.	 	Maintenance Services are included for the Machines listed below until the applicable
Return Date for each such Machine.






	 	 	Processors:





	 	 	 	 	 	 	 	 	 	 	 
	Machine Serial	 	Machine	 	 	 	 
	Number	 	Type	 	Machine Model	 	Return Date
	[**]

	 	 	[**]	 	 	 	[**]	 	 	[**]







	 	B.	 	Maintenance Services are included for each of the Machines listed below until the
applicable Maintenance End Date shown below.






	 	 	 	Storage:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Lease	 	 
	 	 	 	 	 	 	 	 	 	 	End or	 	 
	Machine	 	 	 	 	 	Serial	 	Return	 	Maintenance
	Type	 	Model	 	Number	 	Date	 	End Date
	[**]

	 	[**]
	 	 	[**]	 	 	[**]
	 	[**]










 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Lease	 	 
	 	 	 	 	 	 	 	 	 	 	End or	 	 
	Machine	 	 	 	 	 	Serial	 	Return	 	Maintenance
	Type	 	Model	 	Number	 	Date	 	End Date
	[**]

	 	 	[**]	 	 	 	[**]	 	 	[**]
	 	[**]







	 	C.	 	The following Travelport — Leased Machines are on warranty. Upon warranty expiration,
the Machines with Maintenance End dates shown below will be placed on Maintenance Services
until the applicable Maintenance End Date shown below.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Lease	 	Charges	 	 
	 	 	 	 	 	 	 	 	 	 	End or	 	Start Date	 	 
	Machine	 	 	 	 	 	Serial	 	Return	 	(Warranty	 	Maintenance
	Type	 	Model	 	Number	 	Date	 	Exit Date)	 	End Date
	[**]

	 	 	[**]	 	 	 	[**]	 	 	[**]
	 	[**]
	 	[**]









 









 






	D.	 	The following Travelport Leased Machines are not on Maintenance.





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lease
	 	 	 	 	 	 	End or
	Machine	 	 	 	Serial	 	Return
	Type	 	Model	 	Number	 	Date
	[**]
	 	[**]	 	[**]	 	[**]















 






II. Travelport — Owned Machines





	A.	 	The following Travelport -owned Machines are currently on warranty. Upon warranty
expiration, the Machines with Maintenance End dates shown below will be placed on
Maintenance Services until the applicable Maintenance End Date shown below.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Charges	 	 	 	 
	 	 	 	 	 	 	Start Date	 	 	 	 
	Machine	 	 	 	Order	 	(Warranty	 	Warranty	 	Maintenance
	Type	 	Model	 	Serial	 	Exit Date)	 	Status	 	End Date
	[**]
	 	[**]	 	[**]	 	[**]	 	[**]	 	[**]
















 







	B.	 	The following Travelport -owned Machines are currently on Maintenance Services and will
remain on Maintenance Services until the Maintenance End Date shown below.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Order	 	Maintenance
	Machine Type	 	Model	 	Serial	 	End Date
	[*]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
















 






IBM and Travelport will perform a reconciliation of Exhibit C and if discrepancies are found, IBM
will adjust the Monthly Payment based on the additions and or deletions which Travelport and IBM
mutually agree to make to Exhibit C.















 








Attachment 4




Exhibit F

Settlement/Termination Percentages





	I.	 	Termination Percentages





	 	 	 	 	 
	Termination Date	 	Termination Percentage
	[**]

	 	 	[**]	 







	II.	 	Settlement Percentages





	 	 	 
	Default Date	 	Settlement Percentage
	[**]
	 	[**]


















 





Attachment
5




Exhibit G

Travelport Order Letter




IBM Corporation

13800 Diplomat Drive

Dallas, TX 75234



Attention: Order Letter Administrator, Fax Number: (877) 426-2493, Email: oiocso@br.ibm.com



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



Order Letter Number:



Travelport hereby orders and, if applicable, leases or finances from IBM Credit, the Machines,
Programs and/or Services listed below in accordance with the terms of the subject AMO Agreement.



(Travelport hereby terminates the Machines, Programs, and/or Services listed below in accordance
with the terms of the subject AMO Agreement.)




	 	 	 	 	 

	Customer Number:

	 	 	9885094	 
	Installed at Address:

	 	 	760 Doug Davis Dr; Hapeville, GA 30354

	Product Type, Model/Feature, Description:
	 	 	 	 
	Plant Order or MES Number:
	 	 	 	 
	Serial Number:
	 	 	 	 
	Customer Requested Arrival Date:
	 	 	 	 
	Estimated Date of Installation:
	 	 	 	 
	Return Date:
	 	 	 	 
	Term:
	 	 	 	 
	TLA Option:
	 	 	 	 
	Warranty Period:
	 	 	 	 
	IBM Licensed Internal Code (LIC)*:
	 	 	 	 
	Production Status:
	 	 	 	 
	Warranty- Type of Service:
	 	 	 	 







			
	Charges:	 	The Monthly Payments under the AMO Agreement will be increased (decreased)
$XXXXX.XX per month for XX months effective from XX/XX/XX through XX/XX/XX for the
transactions in this Order Letter./The Monthly Payments under the AMO Agreement will not
be changed for the transaction in this Order Letter.





	 	 	 	 	 

	Contractual Basis for Charges:

	 	Request of Mr./Ms.
	 	, Travelport






Additional Settlement/Termination Percentages:



Travelport authorizes IBM or IBM Credit to fill in serial numbers for the Machines listed in this
Order Letter.



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




TLA Options (Summary details available upon request):




	 	 	 	 	 

	B

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

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

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







 









 





	 	 	 	 	 

	B’

	 	-
	 	Lease for Machine with prestated end-of-lease options and Lessor assumes for tax purposes that Lessee
is the owner.
	L

	 	-
	 	Lease for used Equipment supplied by Lessor
	S

	 	-
	 	Loan for IBM Financed Items.
	T

	 	-
	 	Loan for non-IBM Financed Items.





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



LIC*: LIC* means Specific Machine using Licensed Internal Code



The Parties agree that:





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






	2.	 	Reproductions of this fully executed Order Letter by reliable means will be considered
equivalent to an original hereof.






	3.	 	Neither IBM nor IBM Credit makes any representation whatsoever regarding the accounting
treatment applicable to charges for the transactions under this Order Letter.






	4.	 	With respect to any Machine ordered in this Order Letter, if Travelport contractually agrees
to capacity monitoring of the Machine, then, in order for Travelport to comply with such
terms, IBM Credit will allow the installation of any changes, additions, and/or capacity
monitoring Machines or software on such Machine by its manufacturer, or permit its
manufacturer to monitor the Machine capacity.






	5.	 	Unless otherwise agreed to in writing by the Parties and prior to the return to IBM Credit of
any Machine ordered in this Order Letter, Travelport is responsible for removing all
information and data, including, but not limited to, programs not licensed to that specific
Machine. IBM Credit has no obligation to remove Travelport’s or any other party’s information
from the Machine.






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




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



By signing below, Travelport confirms that its correct legal name is “Travelport, LP” and that its
jurisdiction of organization is Delaware.



By signing below for our respective Enterprises, the Parties agree to the terms of this Order
Letter without modification.






  









 





	 	 	 	 	 	 	 	 	 

	Agreed to:	 	 	 	 	 	 
	Travelport, LP
by Travelport Holdings, LLC, its General Partner	 	Customer No.: 9885094	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of Organization: Delaware	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Authorized Signature
	 	AMO Agreement No.: ASVB594	 	 
	 
	 	 	 	 	 	 	 	 
	Name (type or print)
	 	IBM Customer Agreement No.: JJT-0003	 	 
	 
	 	 	 	 	 	 	 	 
	Date:	 	 	 	Term Lease Agreement No.: JJT-0001	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Agreed to:	 	Agreed to:	 	 
	International Business Machines Corporation	 	IBM Credit LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Authorized Signature
	 	Authorized Signature	 	 
	 
	 	 	 	 	 	 	 	 
	Name (type or print)
	 	Name (type or print)
	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 












 









 








Attachment 6




Exhibit M

Preferred Pricing Arrangement



For incremental capacity to the Processor Capacity Plan for System z Machines contemplated by this
AMO Agreement, IBM will provide Travelport with the following Preferred Pricing Arrangement (“PPA”)
terms and conditions, so long as IBM continues to offer a System z Preferred Pricing Arrangement to
any other commercial customer in the United States.



It is Travelport’s intent to satisfy all of the Travelport Enterprise’s future incremental System z
Processor requirements with Products acquired new directly from IBM. Beginning on the signature
date of the AMO Agreement, IBM will provide Travelport with the most favorable prices generally
made available in the United States to our best end user commercial customers at the time of
proposal (“Most Favorable Prices”). Most Favorable Prices is defined as the piece parts
transaction purchase price which is equal to or lower than the lowest price received from IBM by
any other commercial end user for “Equivalent Technology” operating in an OS/390, MVS, VM, VSE, VM,
VSE, zVM or zOS environment up to the date the proposal is requested. “Most Favorable Prices” is
measured in CPU price per MIPS. “Equivalent Technology” for System z is defined as the same IBM
Machine type/model and configuration or modification. These Most Favorable Prices will apply to
the eligible Products listed below when such Products are acquired by Travelport new directly from
IBM in, and for use in, the United States under standard terms and conditions, as reflected in the
IBM Customer Agreement (“ICA”) JJT-0003. Any unique terms and conditions in individual
transactions between IBM and Travelport may require that the prices to Travelport be adjusted.
Capitalized terms not defined herein are defined in the ICA.



IBM will make available to Travelport, at the time of proposal and up to the time of sale, the
benefits of any promotional offerings that IBM is then making generally available in the United
States to an end-user commercial customer for eligible products. If Travelport qualifies for and
selects any such promotional offering, it shall be in lieu of the Most Favorable Prices provided by
this Arrangement.



The eligible product machine type is [**].



Industry specific Products; Product pricing for capacity tied to specific applications as set out
in Attachment A, if applicable, which is attached hereto and made a part hereof; outsourcing; Asset
Management Offerings; Open Infrastructure Offerings; used Products; and IBM Products not listed
above shall not be considered for purposes of establishing the Most Favorable Prices each quarter
and are excluded from this Arrangement. If and to the extent IBM modifies Attachment A, or an
equivalent document, for all of its commercial customers, IBM may change Attachment A by providing
Travelport an amended Attachment A, in writing, at any time. Such amendment will be effective
immediately. In addition, unauthorized prices; prices offered to resolve a customer complaint or
customer litigation; promotional; other offerings which require the acceptance of the unique terms
and conditions associate with the offering; and special bid prices authorized to sell Products
withdrawn from marketing shall not be considered for purposes of establishing the Most Favorable
Prices each quarter and are excluded from this Arrangement.



Unless otherwise agreed to by IBM, Product purchases pursuant to this Arrangement shall not be
considered eligible revenues for purposes of any existing IBM revenue incentive offerings.



Travelport agrees not to disclose the terms or existence of this Arrangement to any third party
without IBM’s prior written approval, unless required by law. Notwithstanding the foregoing,
Travelport may disclose the existence and terms of this Arrangement to its legal counsel and
independent auditors under the terms of a written confidentiality agreement between Travelport and
such party sufficient to require that party to treat the existence and terms of this Arrangement as
confidential in the accordance with this Section and to require that party not to use the existence
or terms of this Arrangement for the benefit of any other person or entity.



IBM may, at any time, terminate the provisions of this Arrangement, by written notice to
Travelport, if IBM no longer offers terms and conditions similar to those contained in this PPA to
any of its commercial customers. This Arrangement shall, unless otherwise terminated, expire on
the Expiration Date of the AMO Agreement. However, obligations under the above-referenced ICA or
any other agreement between IBM and Travelport shall survive the termination of this Arrangement.








  









 








Attachment A to Exhibit M (Preferred Pricing Arrangement)



[**]









  









 








Attachment 7




Exhibit N




Revised Special Offering Attachment for VM Charges on IBM System z10 Machines



  Customer Agreement




Special Offering Attachment for VM Charges



The terms of this Special Offering Attachment for VM Charges (“Attachment”) are in addition to
those of the IBM Customer Agreement, Agreement Number JJT-0003 (“ICA”), and the IBM International
Program License Agreement (“IPLA”) in effect between us. Travelport accepts the terms of this
Attachment by making any payment for IBM Programs utilizing the charging structure described below.





	1.	 	Definitions
	 
	 	 	LPAR                     Logical partitions in which an IBM Program runs.
	 
	 	 	MSUs                     Millions of Service Units per hour. Units of workload capacity of an Eligible Machine.
	 
	2.	 	Eligible Programs






	 	 	 	The following Programs are eligible for the special pricing described in this Attachment
(collectively, the “Eligible Programs”):
	 
	 	A.	 	VM OTC:





	 	 	 
	Product	 	 
	Number	 	Product
	[**]

	 	[**]
	 
	 	 







	 	 	 	The Programs listed above are one-time-charge Programs licensed under the terms of the IPLA
(collectively, the “VM OTC Programs”). The subscription and support (“Software
Maintenance”) for such VM OTC Programs is provided under the terms of the IBM Agreement for
the Acquisition of Software Maintenance (“IAASM”).
	 
	 	B.	 	VM MLC:
	 
	 	 	 	GVM-VM4-DL2 Merged Machine — [**]
	 
	 	 	 	[**] serial number to be determined when [**] is upgraded.
	 
	 	 	 	Priced on (4) engines as a [**]





	 	 	 	 	 	 	 
	Systems In Report:	 	System Name	 	MTM
	[**]
	 	[**]	 	 	[**]	 






	 	 	 	 	 	 	 
	 	 	 	 	Software
	Product Number	 	Product Name	 	Serial
	[**]
	 	[**]	 	 	[**]	 







 









 





LTST VM Machine — [**]

[**] serial number to be determined when [**] is upgraded.




Priced on (3) engines as a [**]




	 	 	 	 	 	 	 
	Systems In Report:	 	System Name	 	MTM
	[**]
	 	[**]	 	[**]	 






	 	 	 	 	 	 	 
	 	 	 	 	Software
	Product Number	 	Product Name	 	Serial
	[**]
	 	[**]	 	 	[**]	 
	 
	 	 	 	 	 	 






DL1 VM Machine — [**]

[**] serial number to be determined when [**] is upgraded.




Priced on (1) engine as a [**]




	 	 	 	 	 	 	 
	Systems In Report:	 	System Name	 	MTM
	[**]
	 	[**]	 	[**]	 






	 	 	 	 	 	 	 
	 	 	 	 	Software
	Product Number	 	Product Name	 	Serial
	[**]
	 	[**]	 	 	[**]	 







  









 






	 	 	The Programs listed above are monthly license charge Programs licensed under the terms of
the ICA (collectively, the “VM MLC Programs”). The Software Maintenance for such VM MLC
Programs is provided under the IAASM.






	 	 	Travelport represents that all of the Eligible Programs described above will be run on
shared LPARs on the following Machines up to the following MSUs:





	 	 	 	 	 

	Machine Serial:

	 	[**]

	VM LPAR Name(s):

	 	[**]

	VM LPAR engine boundary capacity (in MSUs):

	 	[**]







	 	 	 	 	 

	Machine Serial:

	 	[**]

	VM LPAR Name(s):

	 	[**]

	VM LPAR engine boundary capacity (in MSUs):

	 	[**]







	 	 	 	 	 

	Machine Serial:

	 	[**]

	VM LPAR Name(s):

	 	[**]

	VM LPAR engine boundary capacity (in MSUs):

	 	[**]








	3.	 	Charges






	 	 	 	As long as the following conditions are met, IBM agrees to charge Travelport only for the
capacity on which the Eligible Programs are running:






	 	•	 	The Eligible Programs and any TPF guest workload must reside in a PR/SM LPAR
provided that the LPAR(s) align to a full engine(s) boundary;
	 
	 	•	 	Travelport has and must continue to license [**], to the number of shared VM engine(s);
	 
	 	•	 	VM MLC Program licensing and charging is at the MSU capacity of the engine(s) in the
LPAR(s) shown above;
	 
	 	•	 	VSE and z/OS guest workloads are not allowed in the shared LPAR(s);
	 
	 	•	 	Must provide Call Home data of the VM LPAR(s) size annually; and
	 
	 	•	 	If VM LPAR exceeds the engine boundary capacity as set forth in the table above,
Travelport must notify IBM and the Parties will review the terms, conditions and
pricing described in this Attachment and make adjustments thereto.






	4.	 	Your Responsibilities






	 	 	 	You agree to:
	 
	 	(1)	 	promptly install any enabling code for IBM Programs or IBM System z Licensed Internal
Code (“LIC”), if any, required for the pricing described in this Attachment.
	 
	 	(2)	 	notify IBM if you elect to convert from the pricing described in this Attachment to
another form that is generally available to you.
	 
	 	(3)	 	configure your Machine to send Transmit System Availability Data (TSAD) weekly to IBM
via the Remote Support Facility (RSF). This enables IBM to verify that the product LPAR
utilization capacity MSUs are consistent with your actual Machine configuration. Failure
to submit TSAD may result in IBM VM MLC Programs being charged on a Full Capacity MSU
basis.
	 
	 	(4)	 	assign a person in your organization with authority to discuss and promptly resolve any
questions or inconsistencies concerning VM OTC or VM MLC sub-capacity, current license
entitlement, and configuration data reported via the RSF for the Machines running VM.








 









 






	5.	 	General






	 	 	 	By accepting these special terms, Travelport agrees to allow IBM to audit Travelport’s
compliance with the terms of this agreement upon reasonable prior notice to Travelport from
IBM. Travelport understands that IBM may use information IBM has about the Travelport
Enterprise’s system in its audit activities and agrees
to provide IBM with machine access and/or copies of system tools outputs and/or other system
information as appropriate to conduct such audits.
	 
	 	 	 	In the event that IBM makes generally available a sub-capacity offering supported under
VM, this Attachment shall terminate. This Attachment shall be valid from March 31, 2010
through the termination or expiration of the AMO Agreement. The terms in this Attachment
are IBM Confidential.










  









 








Attachment 8




Exhibit P




Table for z10 Engine Deactivation Credit for Maintenance Services







Monthly maintenance pricing “per processor” chart




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Feature	 	 	 	 	 	 	 	 	 	Monthly Amount Per
	Code	 	Description	 	z10 Series	 	Feature Code
	[**]
	 	[**]	 	 	[**]	 	 	 	[**]	 








  









 








	•	 	These prices are to be used for downgrades only and cannot used for upgrades.






	•	 	Pricing is based on Travelport’s discount structure.






	•	 	These rates are for standard, non specialty, Engines only.






	•	 	There are other features that affect the maintenance price on a z10 so these
rates should not be used as a total maintenance price on the Machine (meaning it should not be
assumed the price for a z Machine will only come from this chart.)