Exhibit 10.3
 Amendment 11 to
Worldspan Asset Management Offering Agreement




---



##### 



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 Section 1 of the AMO Agreement, entitled Cancelled/Superseded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
  (1) Definitions:




---



##### 



(2) Use of the TPF Complex:
  (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:
  Table A TPF Complex Setup
 NUMBER OFTPF FIXED +
    
    
    
    
    
    
    
    
    
    
    TPF FIXEDIBM [**] z10
    
    
    
    
    
    
    TPF FIXED
    
    
    
    
    
    
    BUFFER
    
    
    IBM
    
    
    
    
    
    
    CAPACITYTRAVELPORT
    
    PROCESSOR
    
    
    TPF FIXED
    
    
    CAPACITY -
    
    
    TPF BUFFER
    
    
    CAPACITY -
    
    
    PROVIDED
    
    
    
    
    
    
    MIPSCEC
    
    SERIAL
    
    
    CAPACITY
    
    
    zOS 1.8 MI
    
    
    CAPACITY
    
    
    zOS 1.8 MI
    
    
    TPF BUFFER
    
    
    BUFFER
    
    
    AVAILABLE TODESIGNATION
    
    NUMBER
    
    
    MODEL
    
    
    MIPS
    
    
    MODEL
    
    
    MIPS
    
    
    MIPS
    
    
    MIPS %
    
    
    RUN z/VM[**]
    
    [**]
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
   Table B
 [**] CP MIPS
 z/OSV1R8Machine Type-
    
    
    
    MI
    
    SWCapacity Setting
    
    #CP
    
    MIPS
    
    Group
    
    MSU[**]
    
    [**]
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]




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##### 



(4) Capacity Utilization Reporting:
   -
    
    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.




---



##### 



th
       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:
  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:
   14.
    
    Covenants.Section 19 of the AMO Agreement, entitled Covenants, is amended by adding
at the end thereof the following paragraph:
  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:
  1.
    
    IBM WebServer Software Special Option, as amended2.
    
    Enterprise Software Option Agreement, as amended3.
    
    General Assignment and Bill of Sale #24.
    
    General Assignment and Bill of Sale #35.
    
    General Assignment and Bill of Sale #46.
    
    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, 20107.
    
    IBM Statement of Work for ServiceElite, On-Site Service
Technician, Support Line and zSeries Software Services, Statement of Work
Number: AG3BFV8.
    
    IBM Statement of Work for Availability Management Support
Services, dated March 19, 2010, Agreement Number HW727309.
    
    IBM Trial or Loan of Products Supplement, Agreement #0116041,
Supplement # LT3ZHPA10.
    
    IBM Softek TDMF z/OS Annual Support Services Proforma, dated
March 29, 201011.
    
    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
    
    Amount07/01/06
 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
    
    Amount07/01/06  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
    
    Amount10/01/07  06/30/08
    
    
    [**]07/01/08
 06/30/09
    
    
    [**]07/01/09
 06/30/10
    
    
    [**]07/01/10  12/31/14
    
    
    [**]




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##### 



(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
    Period
    
    Amount03/31/2010  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
    
    [**]




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##### 



st




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##### 



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




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##### 



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.
  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 3rdintroductory paragraph only:Travelport, LP by Travelport Holdings,
LLC, 
its General Partner
    
    
    
    Travelport, Inc.By:     /s/
Mark P. Ryan
    
    
    
    By:     /s/
Mark P. RyanAuthorized Signature
    
    
    
    Authorized SignatureName
(type or
print):      Mark
P. Ryan
    
    
    

Name
(type or
print):      Mark
P. RyanDate:     3/31/2010
    
    
    

Date:     3/31/2010Jurisdiction of Organization: DelawareAgreed to:
    
    
    
    Agreed to:International Business Machines Corporation
    
    
    
    IBM Credit LLCBy:     /s/
John M. Segler
    
    
    

By:     /s/
Judson A. FicklerAuthorized Signature
    
    
    
    Authorized SignatureName
(type or
print):     John
M. Segler
    
    
    

Name
(type or
print):     Judson
A. FicklerDate:     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
  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:




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##### 



Attachment 2
 Exhibit B
Capacity Plan
 Processor Capacity Plan
 Environment definitions by Workload:
    I. TPF, zOS and DR Complexes:
 Hybrid Machine Upgrades
  A. TPF Complex:




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##### 



TPF Complex
    
    
    
    TPF ComplexDisplaced Machines
    
    Replacement MachinesLease
    
    Machine-Model
    
    Estimated Date
    
    ReturnMachine-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 ComplexDisplaced Machines
    
    Replacement MachinesLease
    
    Machine-Model
    
    Estimated Date of
    
    ReturnMachine-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 ComplexDisplaced Machines
    
    Replacement MachinesLease
    
    Machine-Model
    
    Estimated Date of
    
    ReturnMachine-Model-Serial #
    
    Termination Date
    
    Plant Order#
    
    Installation
    
    Date[**]
    
    [**]
    
    [**]
    
    [**]
    
    [**]
 These Machines are being leased pursuant to TLA Option B.




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##### 



MonthlyEarly ReturnType
    
    Model
    
    Serial Number
    
    Credit[**]
    
    [**]
    
    [**]
    
    [**]
  Displaced Machine Serial
    
    Rent/Month[**]
    
    [**]
 Installation and De-installation




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##### 



Attachment 1 to Exhibit B
 Configurations of the [**] Machine Modifications for the TPF Complex
   Product
    
    
    Description
    
    Qty[**]
    
    
    [**]
    
    
    [**]




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##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




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##### 



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
    
    MachineNumber
    
    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:
 LeaseEnd orMachine
    
    
    
    
    
    Serial
    
    Return
    
    MaintenanceType
    
    Model
    
    Number
    
    Date
    
    End Date[**]
    
    [**]
    
    
    [**]
    
    
    [**]
    
    [**]




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##### 



LeaseEnd orMachine
    
    
    
    
    
    Serial
    
    Return
    
    MaintenanceType
    
    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
    
    ChargesEnd or
    
    Start DateMachine
    
    
    
    
    
    Serial
    
    Return
    
    (Warranty
    
    MaintenanceType
    
    Model
    
    Number
    
    Date
    
    Exit Date)
    
    End Date[**]
    
    
    [**]
    
    
    
    [**]
    
    
    [**]
    
    [**]
    
    [**]




---



##### 



D.
    
    The following Travelport Leased Machines are not on Maintenance.
 LeaseEnd orMachine
    
    
    
    Serial
    
    ReturnType
    
    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.
 ChargesStart DateMachine
    
    
    
    Order
    
    (Warranty
    
    Warranty
    
    MaintenanceType
    
    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
    
    MaintenanceMachine Type
    
    Model
    
    Serial
    
    End Date[*]
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]




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Attachment 4
 Exhibit F
Settlement/Termination Percentages
 I.
    
    Termination Percentages
 Termination Date
    
    Termination Percentage[**]
    
    
    [**]
 II.
    
    Settlement Percentages
 Default Date
    
    Settlement Percentage[**]
    
    [**]




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Attachment
5
 Exhibit G
Travelport Order Letter
 
      Customer Number:
    
    
    9885094Installed at Address:
    
   
    760 Doug Davis Dr; Hapeville, GA 30354Product 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
     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.




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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 LessorS
    
    -
    
    Loan for IBM Financed Items.T
    
    -
    
    Loan for non-IBM Financed Items.
    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.




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Agreed to:Travelport, LPby Travelport Holdings, LLC, its General Partner
    
    Customer No.: 9885094Jurisdiction of Organization: DelawareBy:Authorized Signature
    
    AMO Agreement No.: ASVB594Name (type or print)
    
    IBM Customer Agreement No.: JJT-0003Date:
    
    
    
    Term Lease Agreement No.: JJT-0001Agreed to:
    
    Agreed to:International Business Machines Corporation
    
    IBM Credit LLCBy:
    
    
    
    By:Authorized Signature
    
    Authorized SignatureName (type or print)

    
    Name (type or print)Date:
    
    
    
    Date:




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Attachment 6
 Exhibit M
Preferred Pricing Arrangement
    The eligible product machine type is [**]




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Attachment A to Exhibit M (Preferred Pricing Arrangement)




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Attachment 7
 Exhibit N
  Customer Agreement
 Special Offering Attachment for VM Charges
  1.
    
    DefinitionsLPAR                     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:
 ProductNumber
    
    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[**]
    
    [**]
    
    
    [**]
 SoftwareProduct Number
    
    Product Name
    
    Serial[**]
    
    [**]
    
    
    [**]




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LTST VM Machine  [**]
[**] serial number to be determined when [**] is upgraded.
 Priced on (3) engines as a [**]
 Systems In Report:
    
    System Name
    
    MTM[**]
    
    [**]
    
    [**]
 SoftwareProduct 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[**]
    
    [**]
    

    [**]
 SoftwareProduct Number
    
    Product Name
    
    Serial[**]
    
    [**]
    
    
    [**]




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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.




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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.




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##### 



Attachment 8
 Exhibit P
 Table for z10 Engine Deactivation Credit for Maintenance Services
 
  Feature
    
    
    
    
    
    
    
    
    
    Monthly Amount PerCode
    
    Description
    
    z10 Series
    
    Feature Code[**]
    
    [**]
    
    
    [**]
    
    
    
    [**]




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
    
    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.)