Exhibit 10.1


 


Amendment 2 to

Worldspan Asset Management Offering Agreement


 


This Amendment is Amendment 2 to the Asset Management Offering
Agreement effective as of July 1, 2002, among Worldspan, L.P.
(“Worldspan”), International Business Machines Corporation (“IBM”), and IBM
Credit Corporation (“IBM Credit”), Agreement ASVB594, as previously amended,
(the “AMO Agreement”). IBM Credit Corporation converted to a limited liability
company, named IBM Credit LLC, on January 1, 2003; therefore, all references
in the AMO Agreement or this Amendment to the term “IBM Credit” shall mean IBM
Credit LLC, which is the successor in interest to all rights and obligations of
IBM Credit Corporation.


 


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


 


The purpose of this Amendment is to replace, modify or add certain
terms in the AMO Agreement with the terms specified in this Amendment.


 


Provided that Worldspan has signed and delivered this Amendment on or
before December 26, 2003 and the other Parties have signed and delivered
this Amendment on or before December 31, 2003, this Amendment becomes
effective on December 31, 2003 and, among other things, extends the Expiration
Date of the AMO Agreement from June 30, 2007 to June 30, 2008.


 


This Amendment 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 made by reliable means is considered an original.


 


This Amendment does not include,
and IBM shall not be obligated to provide hereunder, associated equipment and
programs that are not specified or provided for in the AMO Agreement or this
Amendment.


 


The Parties agree that this Amendment, 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 us concerning this subject matter. By signing below, the
Parties agree to the terms of this Amendment


 


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


 


The Parties agree that, effective as of December 31, 2003, the AMO
Agreement shall be amended as follows:


 


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


 


2.  Revised Capacity Plans.  Exhibit B (Capacity Plan) to the AMO
Agreement is replaced in its entirety with the Exhibit B-1 attached as
Attachment II to this Amendment and the Exhibit B-2 attached as
Attachment III to this Amendment. 
Exhibit B-1 specifies that portion of the Base Capacity referred to by
the Parties as the Worldspan GDS Application Environment, and Exhibit B-2
specifies that portion of the Base Capacity referred to by the Parties as the
Worldspan Non-GDS Application Environment. 
Any reference in the AMO Agreement to Exhibit B will be considered
a reference to Exhibits B-1 and B-2, collectively.


 


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


 


1

















 


4.  Reduction/Payment Amounts.   Exhibit D (Reduction/Payment Amounts for
Deferred, Deleted, Accelerated, and Additional Capacity) to the AMO Agreement
is replaced in its entirety with the Exhibit D attached as Attachment V to
this Amendment.


 


5.  Settlement/Termination
Percentages.   Exhibit F (Settlement/Termination
Percentages) to the AMO Agreement is amended by adding at the end of both the
table in Section I of Schedule F and also the first table in
Section II of Exhibit F the following:


 




	
  07/01/2007

  	
   

  	
  [**]

  	
  %

  
	
  10/01/2007

  	
   

  	
  [**]

  	
  %

  
	
  01/01/2008

  	
   

  	
  [**]

  	
  %

  
	
  04/01/2008

  	
   

  	
  [**]

  	
  %

  






 


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


 


7.  December 2003
Product Acquisition.  The AMO
Agreement is amended by adding as Exhibit L thereto the new Exhibit L
(December 2003 Product Acquisition) attached as Attachment VII to
this Amendment.


 


8.  Expiration
Date.  The fifth paragraph on
the first page of the AMO Agreement is amended by replacing the date
“June 30, 2007” with the date “June 30, 2008”.


 


9.  Cancelled/Superceded
Agreements


 


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


 


“The Order Letters issued under this AMO
Agreement shall begin with Order Letter 100, and the Order Letters issued under
this AMO Agreement after December 31, 2003, shall begin with Order Letter
200.”


 


10.  Capacity Plan for S/390 Machines in
Exhibit B-2


 


Section 5 of the AMO Agreement is amended as follows:


 


(a)          The title of
Section 5 is changed to “Capacity Plan for S/390 Machines in Exhibit B-2”.


 


(b)         The first paragraph of
Section 5 is replaced in its entirety with the following:


 


“The essence of this AMO Agreement with
respect to the Base Capacity for the Worldspan Non-GDS Application Environment
is the Non-GDS Capacity Plan specified in Exhibit B-2 (the “Non-GDS Capacity
Plan”, and together with the GDS Capacity Plan specified in Exhibit B-1, the
“Plan”).  The Non-GDS Capacity Plan is
based on the specific transactions listed in Section A of Exhibit B-2
occurring as described therein.”


 


(c)          The provisions of
Section 5 will apply only to the Machines in the Worldspan Non-GDS
Application Environment and accordingly:


 


(1)          The term “Plan” is
replaced every place it appears in Section 5, other than the first
paragraph thereof, with the term “Non-GDS Capacity Plan”.


 


(2)          The term “Exhibit B” is
replaced every place it appears in Section 5, other than the first
paragraph thereof, with the term “Exhibit B-2”.


 












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


 


2

















 


(3)          The phrase “Attachment 1
to” is replaced every place it appears in Section 5, other than the first
paragraph thereof, with the phrase “Section A of”.


 


11.  Capacity Plan for S/390 Machines in Exhibit
B-1


 


The AMO Agreement is amended by adding after Section 5 thereof a
new Section 5.1 to read as follows:


 


“5.1  Capacity
Plan for S/390 Machines in Exhibit B-1


 


The essence of this AMO Agreement with
respect to the Base Capacity for the Worldspan GDS Application Environment is
the ability of Worldspan to obtain Permanent Upgrades and Temporary Upgrades in
accordance with the provisions of this Section.


 


For the Machines designated on Attachment 1
to Exhibit B -1 as Capacity on Demand Machines, the following terms shall
apply:


 


(1)          The terms and conditions
contained in the IBM Customer Agreement Attachment for Customer Initiated
Upgrade and IBM eServer On/Off Capacity on Demand (the “On Demand Attachment”)
attached as Appendix 2 to Exhibit B-1 apply to all Machines designated as
Capacity on Demand Machines.  By
executing Amendment 2 to this AMO Agreement, the Parties agree to the terms of
the On Demand Attachment.


 


(2)          Worldspan agrees that
the Machines listed on Exhibit B-1 shall initially be configured as described
in Exhibit B-1, and Worldspan agrees not to use capacity on such Machines in
excess of that described in Exhibit B-1 except as authorized in accordance with
the On Demand Attachment.


 


(3)          All Machines designated
on Attachment 1 to Exhibit B-1 as Capacity on Demand Machines are also
considered designated as CIU Eligible Machines and TC Eligible Machines for
purposes of the On Demand Attachment.  For
such Eligible Machines, the Parties agree that, except as otherwise specified
in an Order Letter, the additional charges for CIU are as follows:


 


A)          Permanent Upgrade –
co-terminous additions (through the end of the Initial Term (06/30/2008)).


 


With 30 days prior written notice, and in
accordance with the On Demand Attachment, Worldspan can install overtical
upgrades on the Base Capacity footprints for the following charges, which shall
be prospectively added to the Monthly Payments:


 


1)              For MIPS ordered in
quantities less than 2,000 MIPS, the charge will be $[**] per MIPS per month.


 


2)              For MIPS ordered in
quantities greater than 2,000 MIPS, the charge will be $[**] per MIPS per
month.


 


In addition to the on-going charges noted
above, there will be a one-time microcode charge of $[**] for each Permanent
Upgrade event.


 


B)            Temporary Capacity
Upgrade


 


With 30 days prior written notice, and in
accordance with the On Demand Attachment, Worldspan can, on a monthly basis,
turn on and off engines that are not being used for Base Capacity or that have
been turned on under the provisions above for Permanent Capacity for the
following charges,


 












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


 


3

















 


which shall be prospectively added to, or
subtracted from, the Monthly Payments:


 


1)              The charge for
Temporary Capacity is $[**] per MIPS per month or partial month.


 


In addition to the charges noted above, there
will be a one-time microcode charge of $[**] for each Temporary Capacity
upgrade or downgrade event.”


 


12.  Capacity Management for S/390 Machines in
Exhibit B-2


 


Section 6 of the AMO Agreement is amended as follows:


 


(a)          The title of
Section 6 is changed to “Capacity Management for S/390 Machines in
Exhibit B-2”.


 


(b)         The provisions of
Section 6 will apply only to the Machines in the Worldspan Non-GDS
Application Environment and accordingly:


 


(1)          The term “Base Capacity”
is replaced every place it appears in Section 6 with the term “Non-GDS
Base Capacity”.


 


(2)          The term “Exhibit B” is
replaced every place it appears in Section 6 with the term “Exhibit B-2”.


 


(3)          The term “Plan” is
replaced every place it appears in Section 6 with the term “Non-GDS Capacity
Plan”.


 


(c)          The first sentence of
the second paragraph of Section 6 is replaced in its entirety with the
following:


 


“Section 1, Reduction Amounts for
Deferred Capacity, Section 2, Reduction Amounts for Deleted Capacity, and
Section 3, Payment Amounts for Accelerated Capacity, of Exhibit D
will be used to determine any applicable change to the Monthly Payments
described in the applicable following Subsections.”


 


(d)         Subsection A of
Section 6 is amended by replacing the phrase “Section 1 of
Exhibit D” every place it appears in Subsection A with the phrase
“Section 2 of Exhibit D”.


 


(e)          Subsection C(2) of
Section 6 is amended by replacing the phrase “Section 2 of Exhibit A”
with the phrase “Section 3 of Exhibit D”.


 


13.  Capacity Management for S/390 Machines in
Exhibit B-1


 


The AMO Agreement is amended by adding after Section 6 thereof a
new Section 6.1 to read as follows:


 


“6.1  Capacity
Management for S/390 Machines in Exhibit B-1


 


“Section 5.1 above, entitled “Capacity
Plan for S/390 Machines in Exhibit B-1”, describes the terms applicable for
managing the capacity of the S/390 Machines in the Worldspan GDS Application
Environment.”


 


14.  Additional Capacity


 


The fourth and all subsequent paragraphs of Section 7 of the AMO
Agreement are replaced in their entirety with the following:


 


“[**]


 












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


 


4

















 


[**].


 


[**].


 


[**].


 


[**].


 


[**].


 


[**].


 


[**].


 


[**].


 


[**].


 












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


 


5

















 


[**].


 


[**].


 


[**].”


 


15.  Additional Capacity Vertical Upgrades for
S/390 Machines in Exhibit B-2


 


Section 8 of the AMO Agreement is amended as follows:


 


(a)          The title of
Section 8 is changed to “Additional Capacity Vertical Upgrades for S/390
Machines in Exhibit B-2”.


 


(b)         The provisions of
Section 8 will apply only to the Machines in the Worldspan Non-GDS
Application Environment and accordingly the first sentence of Section 8 is
amended by replacing the phrase “IBM S/390 Machines previously installed” with
the phrase “IBM Machines previously installed in the Worldspan Non-GDS
Application Environment”.


 


(c)          The first sentence of
the last paragraph of Section 8 is amended by replacing the phrase
“Section 3 of Exhibit D” with the phrase “Section 4 of
Exhibit D”.


 


16.  Additional Capacity Vertical Upgrades for
S/390 Machines in Exhibit B-1


 


The AMO Agreement is amended by adding after Section 8 thereof a
new Section 8.1 to read as follows:


 


“8.1  Additional Capacity Vertical Upgrades for
S/390 Machines in Exhibit B-1


 


Section  5.1 above, entitled “Capacity Plan
for S/390 Machines in Exhibit B-1”, describes the terms applicable to Vertical
Upgrades for the S/390 Machines in the Worldspan GDS Application Environment.”


 


17.  Maintenance Services


 


Section 12
of the AMO Agreement is amended as follows:


 


(a) The first
paragraph of Section 12 is replaced in its entirety with the following:


 


“During the term of this AMO Agreement and for the Monthly Payments
specified herein, IBM will provide Maintenance Services for the Machines
included in the Base Capacity specified in Exhibit B-1 and in Exhibit B-2 and
for the Processors listed in Section I of Exhibit C.  Maintenance Services for each Machine will
terminate on the earliest of (i) the date the Machine is removed from
production as provided


 












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


 


6

















 


herein, (ii) the Return Date for the Machine, or
(iii) June 30, 2008. 
Maintenance Services charges are not included for the Storage Machines
listed in Section II of Exhibit C.”


 


(b) There is
added at the end of Section 12 a new paragraph to read as follows:


 


“The Monthly Payment includes the charges for (i) the assignment
of a dedicated IBM Availability Manager to provide Worldspan with account
support for the period from January 1, 2004 through December 31,
2005, (ii) the provision of SoftwareXcel support for the period from
January 1, 2004 through June 30, 2008 based on the Non-GDS Capacity
Plan set forth in Exhibit B-2 and 200 user id’s, and
(iii) Maintenance Services for up to 10,673 MIPS for IBM 2064 and 2084
Machines acquired as Additional Capacity for the period from July 1, 2007
through June 30, 2008 as replacements for the Machines in Exhibit B-2.  For greater certainty, “replacement” in this
context means that an equivalent number of MIPS that are subject to this AMO
Agreement must be removed from Maintenance Services.”


 


18.  Revenue Objectives and Incentives


 


Section 14
of the AMO Agreement is deleted in its entirety effective as of
December 31,2003.  As final
reconciliation of the Revenue Attainment Credit provided therein, IBM and
Worldspan agree that the Revenue Attainment Credit earned by Worldspan and
associated terms under the terms of Section 14 are as follows:


 


[**].


 


19. 
Defaults and Remedies:


 


The first
paragraph of Subsection B(2) of Section 20 of the AMO Agreement is
replaced in its entirety with the following:


 


“Upon receipt of a written request therefor from IBM Credit, as
described above, Worldspan will pay an amount equal to the Settlement Charge,
as defined below, and such amount will be due and payable on the date (the
“Default Date”) that is thirty (30) days after Worldspan’s receipt of such
written request.  Such payment, which
includes charges for lease terminations and financing repayments, will be made
pursuant to Paragraph 8 of the TLA.”


 


20. 
Termination Option


 


The first
paragraph of Section 21 of the AMO Agreement is replaced in its entirety
with the following:


 


“Subject to payment of the Termination Charge described below, and
provided Worldspan is not in Default, Worldspan may, on not less than 120 days’
prior written notice to IBM Credit and effective as of a date (the “Termination
Date”) specified in such notice that is on or after the first anniversary of
the Effective Date, terminate this AMO Agreement as described in this
Section.  Such payment, which includes
charges for lease terminations and financing repayments, will be made pursuant
to Paragraph 8 of the TLA.”


 


21.  Tax Matters


 


The Parties
agree that, promptly after the execution of this Amendment, they will mutually
review the provisions of Section 28 (Tax Matters) of the AMO Agreement and
will negotiate in good faith to agree upon any changes thereto that may be
appropriate.


 












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


 


7

















 


22.  December 2003 Product
Acquisition


 


The AMO
Agreement is amended by adding after Section 30 thereof a new
Section 31 to read as follows:


 


“31. 
December 2003 Product Acquisition


 


Pursuant
to Order Letters entered into prior to or contemporaneously with the execution
of Amendment 2 to this AMO Agreement, Worldspan has acquired the Products
described in Exhibit L (the “December 2003 Products”) for an
aggregate purchase price of [**] dollars ($[**]), to be paid to IBM on or
before December 31, 2003.  The Monthly
Payments payable under this AMO Agreement include charges for Maintenance
Services for the Machines included in the December 2003 Products, as set
forth in Exhibit A. 
Notwithstanding the provisions of Section 4 (Base Capacity) of this
AMO Agreement, the December 2003 Products will not be leased or subject to
the TLA.”


 


23.  Adverse Economic Event


 


The AMO Agreement is amended by
adding after new Section 31 thereof a new Section 32 to read as
follows:


 


“32.  Adverse Economic Event


 


With 30 days prior written notice, Worldspan can reduce the capacity
for the Machines in Exhibit B-1 via model downgrades by up to [**] MIPS if and
only if Worldspan has a significant decrease in capacity requirements caused by
[**].  In the event Worldspan exercises
this option, the Monthly Payment for each month following the month in which
this option is exercised will be reduced by $[**] for each MIPS by which such
capacity is reduced.”


 


	
  Agreed to:

  	
  Agreed to:

  
	
   

  	
   

  
	
  Worldspan, L.P.

  	
  IBM Credit LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/  Dale Messick

  	
   

  	
  By:

  	
  /s/  Brad P. Graham

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
  Authorized Signature

  
	
   

  	
   

  
	
  Name (type or print):  Dale Messick

  	
  Name (type or print):  Brad P. Graham

  
	
   

  	
   

  
	
  Date:  December 24, 2003

  	
  Date:  December 24, 2003

  
	
   

  	
   

  
	
  Agreed to:

  	
   

  
	
   

  	
   

  
	
  International Business
  Machines Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  John M. Segler

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  
	
   

  	
   

  
	
  Name (type or print):  John M. Segler

  	
   

  
	
   

  	
   

  
	
  Date:  December 24, 2003

  	
   

  
	
   

  	
   

  
	
  IBM Customer Agreement:  JJT-0003

  	
   

  
	
  Term Lease Agreement:  JJT-0001

  	
   

  
	
  AMO Agreement No.:  ASVB594

  	
   

  
									



 












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


 


8

















 


Attachment
I


 


Exhibit
A


Monthly
Payments


 


	
  Time Period

  	
   

  	
  AMO Base

  Charge

  	
   

  	
  December 2003
  Products

  Maintenance Charge

  	
   

  	
  Monthly
  Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January - June 2004

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  July - December 2004

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  January - June 2005

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  July - December 2005

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  January - June 2006

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  July - December 2006

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  January -June 2007

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  July - December 2007

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  January -June 2008

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  



 


Note 1:          In addition to the
Monthly Payment payable for December 2003, the amount of $[**], as the
purchase price for the December 2003 Products, is payable to IBM as
provided in Section 31 of this AMO Agreement.


 


Note 2:          Notwithstanding the
provisions of Section 2 of this AMO Agreement, the Monthly Payment for
each of the first four calendar months of 2004 will be due thirty (30) days
after Worldspan’s receipt of IBM’s invoice therefor, but no earlier than thirty
(30) days after the first day of the calendar month for which it is payable.


 












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


 


9

















 


Attachment
II


 


Exhibit B-1


GDS Capacity Plan


 


A.  Installation Schedule of GDS Equipment


 


Processor
Capacity Additions


 


IBM will deliver [**] processors as specified below:


 


	
  Delivery
  Date

  	
   

  	
  Machine

  Delivered

  	
   

  	
  Environment

  	
   

  	
  Serial Number of

  2064 Removed

  	
   

  	
  Configuration

  Number

  	
   

  	
  Note

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  2,3,4

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  2,3,4

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  2,3,4

  	
   

  
	
  January 2004

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  4

  	
   

  
	
  January 2004

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  4

  	
   

  
	
  March 2004

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  4

  	
   

  
	
  March 2004

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  4

  	
   

  
	
  March 2004

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  1

  	
   

  	
  4

  	
   

  



 


Worldspan agrees that IBM may deliver these Machines either by
providing upgrades to existing Machines (MES) where that can be accomplished
while still meeting the other requirements of this Capacity Plan, by delivering
complete Machines, or by any reasonable combination thereof. In most cases, the
upgrade of a Machine will result in the new Machine having a different serial
number from the old Machine.


 


Note 1:          [**].


 


Note 2:          [**].


 


Note 3:          [**].


 


Note 4:          [**].


 


De-installation
Schedule for GDS [**] Machines


 


The Machines below will be removed from service according to the
following schedule:


 


	
  Workload

  	
   

  	
  System ID

  	
   

  	
  MT/Model

  	
   

  	
  De-installation

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GDS

  	
   

  	
  A

  	
   

  	
  [**]

  	
   

  	
  1/31/2004

  	
   

  
	
  GDS

  	
   

  	
  B

  	
   

  	
  [**]

  	
   

  	
  1/31/2004

  	
   

  
	
  GDS

  	
   

  	
  C

  	
   

  	
  [**]

  	
   

  	
  7/1/2004

  	
   

  
	
  GDS

  	
   

  	
  D

  	
   

  	
  [**]

  	
   

  	
  7/1/2004

  	
   

  
	
  GDS

  	
   

  	
  E

  	
   

  	
  [**]

  	
   

  	
  7/1/2004

  	
   

  
	
  GDS

  	
   

  	
  F

  	
   

  	
  [**]

  	
   

  	
  7/1/2004

  	
   

  
	
  GDS

  	
   

  	
  G

  	
   

  	
  [**]

  	
   

  	
  7/1/2004

  	
   

  
	
  GDS

  	
   

  	
  H

  	
   

  	
  [**]

  	
   

  	
  7/1/2004

  	
   

  
	
  GDS

  	
   

  	
  I

  	
   

  	
  [**]

  	
   

  	
  1/31/2004

  	
   

  



 












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


 


10

















 


[**].


 


Configuration
for GDS [**] Machines


 


The configuration of each of the new [**] Machines to be provided by
IBM will be as follows:


 


Configuration 1:


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

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


 


11

















 


B.
Installation Schedule of [**] Processor


 


IBM will provide Worldspan with [**].


 


This Machine is scheduled for installation [**].


 


IBM
will provide Worldspan with a confirming Order Letter for this processor before
shipment of the Machine.


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
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C.
Virtual Tape Servers


 


IBM will provide [**] Virtual Tape Servers, per the configuration
below, to Worldspan.  [**].


 


[**].


 












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


 


12

















 


The configuration of the new VTS systems to be provided by IBM will be
as follows:


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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13

















 


	
  Product

  	
   

  	
  Description

  	
   

  	
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14

















 


	
  Product

  	
   

  	
  Description

  	
   

  	
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  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 












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


 


Current
Production VTS Equipment to be Returned to IBM


 


This VTS equipment will be removed from service according to the
following schedule:


 


	
  Machine

  	
   

  	
  Model

  	
   

  	
  Serial Number

  	
   

  	
  De-installation Date

  	
   

  
	
  [**]

  	
   

  	
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  [**]

  	
   

  	
  [**]

  	
   

  



 


15

















 


	
  Machine

  	
   

  	
  Model

  	
   

  	
  Serial Number

  	
   

  	
  De-installation Date

  	
   

  
	
  [**]

  	
   

  	
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[**]


 


D.
Test Software and the IBM Customer Agreement Attachment for the Trial or Loan
of Products


 


[**].


 


[**]:


 


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


 


16

















 


Attachment 1 to  Exhibit B-1


Revised GDS Capacity Plan


 


A.                                    Capacity
Plan for GDS Workload by Machine


 


	
  Time

  Period

  	
   

  	
  Workload

  	
   

  	
  System ID

  	
   

  	
  From

  MT/Model

  	
   

  	
  To

  MT/Model

  	
   

  	
  Return Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
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[**]


 


[**]


 


[**]


 












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


 


17

















 


Attachment 2 to  Exhibit B-1


 


	
  

  	
   

  	
  Customer Agreement

  



 


Attachment
for Customer Initiated Upgrade and IBM eServer On/Off Capacity on Demand


These terms modify or are in addition  to the IBM
Customer Agreement and the IBM International Program License Agreement (“IPLA”)
or any equivalent agreements in effect between us. If there is a conflict
between the terms of this Attachment and the terms of those agreements, the
terms of this Attachment prevail. This Attachment for Customer Initiated
Upgrade and IBM eServer On/Off Capacity on Demand (“Attachment”) governs IBM’s
provision and your use of this offering. Capitalized terms which are not
defined herein shall have the meanings provided in the AMO or the ICA.


 


1.              Definitions


 


	
  Customer Initiated Upgrade or CIU

  	
   

  	
  a Permanent Upgrade ordered, downloaded and
  installed by you via the IBM CIU Facility.

  
	
   

  	
   

  	
   

  
	
  CIU Express

  	
   

  	
  an option that enables quicker delivery of
  a Permanent Upgrade through a limited license to the Licensed Internal Code
  (“LIC”) required to enable such Permanent Upgrade, and which may be activated
  for each CIU Eligible Machine specified in the Asset Management Offering
  Agreement between you and IBM, as amended (“AMO”) or an applicable Order Letter
  executed pursuant to such AMO.

  
	
   

  	
   

  	
   

  
	
  Permanent Upgrade

  	
   

  	
  the limited authorization to use certain
  LIC licensed by IBM to enable the activation of applicable computing
  resources, such as processors or memory, for a specific CIU Eligible Machine
  on a permanent basis.

  
	
   

  	
   

  	
   

  
	
  CIU Eligible Machine

  	
   

  	
  a Machine designated in the AMO or an
  applicable Order Letter as a CIU Eligible Machine.

  
	
   

  	
   

  	
   

  
	
  Temporary Capacity or TC

  	
   

  	
  an option available on certain IBM Machines
  designated in the AMO or an applicable Order Letter as a TX Eligible Machine
  that may be enabled for each applicable TC Eligible Machine as indicated on
  an Order Letter. IBM may also refer to TC as “IBM eServer On/Off Capacity on
  Demand,” “On/Off Capacity on Demand,” or “On/Off CoD.”

  
	
   

  	
   

  	
   

  
	
  Temporary Capacity Upgrade

  	
   

  	
  the limited authorization to use certain
  LIC licensed by IBM to enable the activation of applicable computing
  resources, such as processors, for a specific TC Eligible Machine on a
  temporary basis.

  
	
   

  	
   

  	
   

  
	
  TC Eligible Machine

  	
   

  	
  a Machine designated in the AMO or an
  applicable Order Letter as a TC Eligible Machine on which you have installed
  the CIU Capability Feature and the Temporary Capacity Capability Feature.

  
	
   

  	
   

  	
   

  
	
  CIU Facility

  	
   

  	
  the aggregation of IBM application(s),
  personnel and business processes which support and are necessary for
  execution of CIU and Temporary Capacity.

  
	
   

  	
   

  	
   

  
	
  Eligible Machine

  	
   

  	
  a CIU Eligible Machine or TC Eligible
  Machine, as applicable.

  
	
   

  	
   

  	
   

  
	
  On/Off CoD Software Charges

  	
   

  	
  charges for selected IBM Programs, as
  specified in the AMO or an applicable Order Letter, running on a TC Eligible
  Machine(s) that result from the use of the Temporary Capacity of that TC
  Eligible Machine.

  
	
   

  	
   

  	
   

  
	
  Reporting Period

  	
   

  	
  the period which begins on the second day
  of a month and ends on the first day of the following month.

  
	
   

  	
   

  	
   

  
	
  Millions of Service Units (MSUs)

  	
   

  	
  units of workload capacity of a TC Eligible
  Machine

  



 


2.              Permanent Upgrades


 


You represent and warrant that
you are the owner of the CIU Eligible Machine for which you are ordering the
Permanent Upgrade, or that you have the permission of the owner and any lien
holders of the CIU Eligible Machine to install the Permanent Upgrade as
described in an Order Letter.


 


You agree that you are liable
for the use of, and responsible for the security of, the primary and secondary
end user Resource Link IDs specified in an Order Letter (“CIU ID(s)”).   In addition, you understand and agree that
when you download a Permanent Upgrade via the CIU Facility:


 


1)              IBM will consider it
to be a valid order placed by you, and the terms of this Attachment will apply
to that Permanent Upgrade;


 


2)              that Permanent
Upgrade will self-install; and


 


3)              the purchase price
for that Permanent Upgrade is the price specified in the AMO or Order Letter or
as otherwise reasonably specified by the CIU Facility


 


18

















 


You understand that the CIU
Facility will notify you when a requested Permanent Upgrade is available for
you to download to the CIU Eligible Machine. Included in that notice will be the
expiration date for that Permanent Upgrade. Once you have received this notice,
you may download the Permanent Upgrade at any time prior to the Permanent
Upgrade’s expiration date.


 


The Date of Installation for a
Permanent Upgrade is the business day following the date the Permanent Upgrade
is downloaded from the CIU Facility. Standard IBM warranty terms apply to
Permanent Upgrades.


 


A Permanent Upgrade consists
solely of a modification to the CIU Eligible Machine’s LIC. Accordingly, no
title to a Permanent Upgrade is transferred.


 


3.              CIU Express


 


When
you select the CIU Express option for any Permanent Upgrade request via the CIU
Facility, you agree that the following additional terms apply to that Permanent
Upgrade:


 


1)              upon download and
installation of that Permanent Upgrade, IBM grants you only a temporary license
to use the Licensed Internal Code enabling such Permanent Upgrade. You may use
such Permanent Upgrade only on the CIU Eligible Machine for which such LIC is
provided, and only to the extent of the authorization identified via the CIU
Facility. Such temporary license does not constitute IBM’s acceptance of your
order.


 


2)              you may not transfer
the CIU Eligible Machine on which the Permanent Upgrade is installed during the
CIU Order Acceptance Period.


 


IBM
does not represent or warrant that when you select the CIU Express option for a
particular Permanent Upgrade order you will receive that Permanent Upgrade
within a specified time frame.


 


CIU Express will be enabled for
a CIU Eligible Machine as indicated in an Order Letter. You understand that IBM
may, in its reasonable discretion, revoke this capability for your CIU Eligible
Machines, upon written notice to you.


 


4.              Temporary Capacity
Upgrade


 


A
request for Temporary Capacity and delivery of a Temporary Capacity Upgrade
will be through the CIU Facility and will be subject to the terms of this
Attachment.


 


You represent and warrant, when
you download a Temporary Capacity Upgrade, that you are the owner of the TC
Eligible Machine on which you will install that Temporary Capacity Upgrade, or
that you have the permission of the owner and any lien holders of the TC
Eligible Machine to install the Temporary Capacity Upgrade as described in the
AMO or an applicable Order Letter.


 


You agree that you are liable
for the use of, and responsible for the security of, the CIU ID(s).   In addition, you understand and agree that
when you download a Temporary Capacity Upgrade via the CIU Facility:


 


1)              IBM will consider it
to be a valid order placed by you, and the terms of this Attachment will apply
to that Temporary Capacity Upgrade;


 


2)              that Temporary
Capacity Upgrade will self-install; and


 


3)              the usage price for
that Temporary Capacity Upgrade is the price specified in the AMO, an
applicable Order Letter or as otherwise reasonably specified by the CIU.


 


When
you request a Temporary Upgrade request via the CIU Facility, you agree that:


 


1)              upon download and
installation of that Temporary Capacity Upgrade, IBM grants you only a
temporary license to use the LIC enabling such Temporary Capacity Upgrade. You
may use such Temporary Capacity Upgrade only on the TC Eligible Machine for
which such LIC is provided, and only to the extent of the authorization
identified via the CIU Facility;


 


2)              you become liable
for payment once IBM accepts your Temporary Capacity Upgrade order; and


 


3)              you may not transfer
the TC Eligible Machine on which a Temporary Capacity Upgrade is installed
during the Temporary Capacity Upgrade Order Acceptance Period.


 


You understand and agree that
the CIU Facility will notify you when a requested Temporary Capacity Upgrade is
available for you to download to the TC Eligible Machine. Included in that
notice will be the expiration date for that Temporary Capacity Upgrade. Once
you have received this notice, you may download the Temporary Capacity Upgrade
at any time prior to the Temporary Capacity Upgrade’s expiration date.


 


The Date of Installation for a
Temporary Capacity Upgrade is the business day following the date the Temporary
Capacity Upgrade is downloaded from the CIU Facility.


 


A Temporary Capacity Upgrade
consists solely of a modification to the TC Eligible Machine’s LIC.
Accordingly, no title to a Temporary Capacity Upgrade is transferred.


 


You understand that, unless
otherwise stated in writing by IBM, Temporary Capacity is mutually exclusive
with IBM’s Capacity Backup Upgrade (“CBU”) offering. Unless documented by IBM
otherwise, Temporary Capacity is


 


19

















 


not supported on a Machine
configured with CBU, and CBU is not supported on an Eligible Machine configured
with Temporary Capacity.


 


You understand and agree that
you are liable for payment to IBM or your IBM Business Partner, as applicable,
of the daily usage charge for the Temporary Capacity Upgrade for any 24-hour
period or partial 24-hour period in which a Temporary Capacity Upgrade is
downloaded or installed on a TC Eligible Machine regardless of the amount of
time in the day that the Temporary Capacity Upgrade is actually activated. This
usage charge is based on the largest Temporary Capacity Upgrade downloaded or
installed during the given 24-hour period or partial 24-hour period. In
addition, you are liable for such usage charges until such time as you remove
the Temporary Capacity Upgrade from the TC Eligible Machine and transmit to IBM
the TC Eligible Machine’s Vital Product Data indicating that the TC Eligible
Machine has been returned to the original configuration it had prior to the
activation of the Temporary Capacity Upgrade.


 


You understand and agree that
ordering a Temporary Capacity Upgrade may increase your software charges on the
TC Eligible Machine, and depending on the software product and the vendor, such
increase may not be pro rated. In addition, you understand that you must abide
by all IBM ordering instructions for Temporary Capacity.


 


Temporary Capacity will be
enabled for a TC Eligible Machine as indicated on a Supplement.


 


5.              On/Off CoD Software
Charges


 


1)              On/Off CoD Software
Charges are based on the usage of the Temporary Capacity Upgrade during a
contiguous 24-hour period in which the Temporary Capacity Upgrade was installed
on a TC Eligible Machine, regardless of the amount of time that the Temporary
Capacity Upgrade is actually activated. Programs subject to On/Off CoD Software
Charges are licensed under the terms of the IPLA.


 


2)              The On/Off CoD
Software Charges unit is per MSU Day for Value Unit priced products and per
Processor Day for Processor priced products.


 


3)              On/Off CoD Software
Charges apply to all IBM Programs eligible for On/Off CoD Software Charges when
the Temporary Capacity is activated on a TC Eligible Machine.


 


4)              If a Temporary
Capacity Upgrade is subsequently made permanent during the Reporting Period in
which it was activated, there will be no On/Off CoD Software Charge associated
with that Temporary Capacity Upgrade during that Reporting Period.


 


5)              If you have Software
Subscription and Support (“S&S”) for Programs with On/Off CoD Software
Charges, activation of Temporary Capacity will not result in increased S&S
charges.


 


6)              Programs
provided under On/Off CoD Software Charges may not be combined with volume
pricing discounts, aggregated charges, no-charge complementary or trial
offerings that provide Temporary Capacity capability at no-charge (except for
Education Allowance).


 


7)              On/Off
CoD Software Charges do not accrue against One-Time Charges.


 


8)              You
must have a program authorization, acquired at standard One-Time Charge
pricing, for each IBM Program with On/Off CoD Software Charges that you run on
a TC Eligible Machine.


 


9)              A Program subject to
On/Off CoD Software Charges may be used only on a specific TC Eligible Machine
that you specified in the Supplement and may not be moved to another machine.


 


10)        The
effect of activation of Temporary Capacity on Programs not eligible for On/Off
CoD Software Charges is as follows:


 


a.               a
One-Time Charge is increased incrementally to the highest level of capacity
activated during the Reporting Period.


 


b.              a
recurring charge for a Program that is based on the full capacity of the TC
Eligible Machine is increased accordingly for a full month for each Reporting
Period.


 


c.               if
subcapacity pricing is in effect, Variable Workload License Charges (VWLC)
increase only if usage increases (VWLC for a Program is based on usage).


 


11)        If
you obtain Programs for which On/Off CoD Software Charges apply from your IBM
Business Partner, your IBM Business Partner sets the charges and payment terms.


 


Your
Responsibilities


 


You agree:


 


1)              to notify IBM or
your IBM Business Partner(s), as applicable, when you acquire a Temporary
Capacity Capability Feature. Provide the machine type and serial number(s) of
the TC Eligible Machine(s) and the Program numbers and descriptions of the IPLA
Programs that execute on the TC Eligible Machine(s);


 


2)              to notify IBM within
five business days if you move a Program to or from a TC Eligible Machine or
change IPLA Programs authorized for use on a TC Eligible Machine;


 


20

















 


3)              if you choose to
have your On/Off CoD Software Charges billed by an IBM Business Partner(s), to
notify IBM of your selection(s) and the affected IPLA Program number(s) and
description(s) by sending an e-mail to the address provided at
http://www.ibm.com/zseries/library/swpriceinfo;


 


4)              that you authorize
IBM or your IBM Business Partner, as applicable, to make any resulting billing
increase when you download or install a Temporary Capacity Upgrade via the CIU
Facility, and that IBM will consider it to be a valid Program order placed by
you for all IBM Programs licensed to or running on the TC Eligible Machine. A
“blanket” Purchase Order for the year will not be established for On/Off CoD
Software Charges or other IBM Program charges and is not required;


 


5)              to pay the invoice
properly submitted by IBM or your IBM Business Partner, as applicable, per the
terms of this Attachment, on a monthly basis, or per the terms of the
applicable ICA or IPLA for IBM Programs, except to the extent otherwise
provided in the AMO or applicable Order Letters. You understand that such
billing is based on the TC Eligible Machine’s Vital Product Data that you
transmit to IBM. You are liable for On/Off CoD Software Charges until
associated Temporary Capacity Upgrade is removed from the TC Eligible Machine. You
understand that you will continue to be billed for On/Off CoD Software Charges
until such time that you transmit to IBM Vital Product Data indicating that the
TC Eligible Machine has been returned to its configuration prior to the
activation of the Temporary Capacity Upgrade. You are also liable for other IBM
Program charges, as applicable;


 


6)              to place an order
with IBM or your IBM Business Partner, as applicable, for the required On/Off
CoD Software Charges if you execute a Program that is priced per processor on a
TC Eligible Machine with an Activated Temporary Capacity Upgrade.


 


6.              Delivery


 


IBM does not warrant
uninterrupted availability of the CIU Facility nor the speed with which the
order of the requested Permanent Upgrade or Temporary Capacity Upgrade will be
processed and made available for you for download.


 


7.              Termination


 


This offering immediately
terminates for a specific Eligible Machine upon occurrence of any of the
following:


 


1)              you transfer
possession of the Eligible Machine to a third party (for example, you return
the Eligible Machine to the leasing company at lease-end);


 


2)              upon your one
month’s written notice to IBM or your IBM Business Partner, as applicable; or


 


3)              upon IBM’s
withdrawal from marketing of any machine type, model or feature required to
implement this offering for that Eligible Machine, or upon IBM’s withdrawal of
eligibility for Service for Machines for any upgrade required to implement this
offering.


 


No later than one month prior
to termination of this offering for an Eligible Machine pursuant to 1) or 2)
above, you agree to place an order with IBM or your IBM Business Partner for
removal of the CIU Capability Feature and/or the Temporary Capacity Capability
Feature from that Eligible Machine. You also agree to give IBM access to the
Eligible Machine within a reasonable amount of time so that IBM may remove, if
necessary, the CIU Capability Feature and the Temporary Capacity Capability
Feature, as applicable, no later than the date of termination of this offering.
You understand that this access may require an outage. You further agree that
should you fail to place such an order and give IBM access to remove the CIU
Capability Feature and/or the Temporary Capacity Capability Feature, if
necessary, you remain liable for any additional Permanent Upgrades or Temporary
Upgrades downloaded for that Eligible Machine even if it is not within your
possession or control.


 


Either of us may terminate this
Attachment if the other does not comply with any of its terms, provided the one
who is not complying is given written notice and a reasonable time, not to
exceed 30 days, to comply. This offering terminates for all of your Eligible
Machines upon: 1) termination of this Attachment; or 2) the filing of any
petition or proceeding by you or against you (if not dismissed within 30 days)
under any federal or state bankruptcy or insolvency law.


 


8.              Additional
Responsibilities


 


You agree to the following:


 


1)              You must have the
IBM Remote Support Facility (“RSF”) link installed and active on the Eligible
Machine in order to download a requested Upgrade, and each Eligible Machine
must connect via RSF and transmit to IBM Machine-specific information including
Vital Product Data (VPD) at least once every 14 calendar days.


 


2)              IBM reserves the right,
upon notice to you, to reasonably change the process for CIU or Temporary
Capacity. As necessary, you agree to implement (including install, if
necessary) such a change on each applicable Eligible Machine in order for CIU
or Temporary Capacity, as applicable, to function for that Eligible Machine,
provided the change is not unreasonably burdensome, disruptive, or costly to
you.


 


21

















 


3)              IBM reserves the
right, upon notice to you, to reasonably change the process by which authorized
use is reported for Programs with On/Off CoD Software Charges. You agree to
implement any such change, as necessary, provided the change is not
unreasonably burdensome, disruptive, or costly to you.


 


4)              When an Upgrade is
installed on an Eligible Machine,  you grant IBM a purchase money security
interest in that machine, to secure any amounts that are due or become due
under this Attachment. You authorize IBM to file, and you agree to sign upon
IBM’s request, applicable financing statements or other documentation to allow
IBM to maintain the validity, perfection, enforceability and priority of its
security interest.


 


9.              Built-in-Capacity
and LIC


 


LIC does not include programs
and code provided under separate license agreements, including but not limited
to open source license agreements. An Eligible Machine may include computing
resources or capabilities that are to remain inactive, or the use of which is
restricted, until the right to access and use the resources or capabilities is
acquired (called “Built-in-Capacity”). Examples of such computing resources and
capabilities include but are not limited to processors, memory, storage,
processing capacity identified as interactive processing capacity, and/or
workload specific resources or capabilities (such as limitations on the use for
a specific operating system, programming language or application). If you are
the rightful possessor of an Eligible Machine, IBM grants you a license to use
the LIC (or any replacement IBM provides) on, or in conjunction with, only the
Eligible Machine for which the LIC is provided, and only to the extent of
authorizations you have acquired for access to and use of Built-in-Capacity.
You agree that if your use of Built-in-Capacity exceeds the authorizations you
have acquired for the Eligible Machine, you will be liable to IBM for the full
price of permanent, unrestricted use of the Built-in-Capacity at IBM’s current
list price.


 


10.       Circumvention of
Technological Measures


 


Built-in-Capacity, CIU, the CIU
Capability Feature, CIU Express, the Temporary Capacity Capability Feature and
Temporary Capacity are protected by certain technological measures. You may not
circumvent such technological measures, or use a third party or third party
product to do so or otherwise access or use unauthorized CIU, Temporary
Capacity or Built-in-Capacity. In the event IBM determines that changes are
necessary to the technological measures, IBM may provide you with changes to
such technological measures. You agree, at IBM’s option, to apply or allow IBM
to apply such changes.


 


In addition, you acknowledge,
authorize and agree to the following: 
Code or other measures introduced on the Eligible Machine that either
circumvents the technological measures designed to prevent unauthorized usage
or otherwise enables an unauthorized Upgrade may result in the automatic power
down, reduced function and/or disablement of the Eligible Machine. A re-IPL
(initial program load) or re-IML (initial microcode load) of the Eligible
Machine (or other actions that may be disruptive) may be required to restore
such machine’s operation.


 


22

















 


Attachment
III


 


Exhibit B-2


Non-GDS Capacity Plan


 


A.                 Capacity
Plan for Non-GDS Systems by Workload and Machine


 


	
  Time

  Period

  	
   

  	
  Workload

  	
   

  	
  System

  ID

  	
   

  	
  From

  MT/Model

  	
   

  	
  To

  MT/Model

  	
   

  	
  Net MIP

  Increase/

  (Decrease)

  	
   

  	
  Return

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1Q4

  	
   

  	
  LTST

  	
   

  	
  U

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  LTST

  	
   

  	
  V

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  DL2

  	
   

  	
  X

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2Q4

  	
   

  	
  LTST

  	
   

  	
  U

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OS390

  	
   

  	
  1

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2005

  	
   

  
	
   

  	
   

  	
  OS390

  	
   

  	
  2

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3Q4

  	
   

  	
  LTST

  	
   

  	
  U

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4Q4

  	
   

  	
  DL2

  	
   

  	
  X

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OS390

  	
   

  	
  2

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1Q5

  	
   

  	
  LTST

  	
   

  	
  W

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2Q5

  	
   

  	
  DL2

  	
   

  	
  X

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3Q5

  	
   

  	
  LTST

  	
   

  	
  W

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OS390

  	
   

  	
  1 (1)

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4Q5

  	
   

  	
  LTST

  	
   

  	
  W

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  DL2

  	
   

  	
  Y

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1Q6

  	
   

  	
  LTST

  	
   

  	
  W

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  DL2

  	
   

  	
  Y

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2Q6

  	
   

  	
  LTST

  	
   

  	
  W

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OSS

  	
   

  	
  Z

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OSS

  	
   

  	
  ZZ

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OS390

  	
   

  	
  1

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3Q6

  	
   

  	
  LTST

  	
   

  	
  U

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  LTST

  	
   

  	
  V

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  LTST

  	
   

  	
  W

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4Q6

  	
   

  	
  DL2

  	
   

  	
  Y

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OS390

  	
   

  	
  1

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1Q7

  	
   

  	
  DL2

  	
   

  	
  Y

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2Q7

  	
   

  	
  DL2

  	
   

  	
  Y

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  
	
   

  	
   

  	
  OS390

  	
   

  	
  1

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  



 












Note 1: 2064 Serial Number 48302 (System A), replaces 9672 Serial
Number 51598 (OS390-1)


 


23

















 


[**].


 


B.                 Configurations
of Additional Footprints


 


9672-R36 System for Installation in LTST
Environment


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Quantity

  	
   

  
	
  9672-R36

  	
   

  	
  S/390 G5 ENTERPRISE SERVER

  	
   

  	
  1

  	
   

  
	
  0012

  	
   

  	
  CEC AIRFLOW R1/2/3 MDLS

  	
   

  	
  47

  	
   

  
	
  0023

  	
   

  	
  TOKEN/RING ADAPTER (W/#0041)

  	
   

  	
  1

  	
   

  
	
  0024

  	
   

  	
  ETHERNET

  	
   

  	
  1

  	
   

  
	
  0029

  	
   

  	
  CHANNEL DRIVER CD

  	
   

  	
  18

  	
   

  
	
  0034

  	
   

  	
  GPCMCIA ADAPTER

  	
   

  	
  2

  	
   

  
	
  0037

  	
   

  	
  SERVICE ELEMENT TOKEN-RING

  	
   

  	
  2

  	
   

  
	
  0047

  	
   

  	
  DVD/HMC

  	
   

  	
  1

  	
   

  
	
  0058

  	
   

  	
  CEC CAGE

  	
   

  	
  1

  	
   

  
	
  0071

  	
   

  	
  ALTERNATE SUPPORT ELEMENT

  	
   

  	
  1

  	
   

  
	
  0073

  	
   

  	
  HMC CONSOLE

  	
   

  	
  1

  	
   

  
	
  0800

  	
   

  	
  CRYPTO HARDWARE

  	
   

  	
  1

  	
   

  
	
  0905

  	
   

  	
  R36-3-WAY PROCESSOR

  	
   

  	
  1

  	
   

  
	
  1995

  	
   

  	
  CONTROL FOR PLAN AHEAD

  	
   

  	
  2

  	
   

  
	
  1999

  	
   

  	
  CONCURRENT CONDITIONING

  	
   

  	
  1

  	
   

  
	
  2020

  	
   

  	
  I/O EXPANSION CAGE

  	
   

  	
  3

  	
   

  
	
  2313

  	
   

  	
  ESCON CHANNEL CD

  	
   

  	
  24

  	
   

  
	
  2339

  	
   

  	
  FIBB CARD-SINGLE WIDE

  	
   

  	
  9

  	
   

  
	
  2350

  	
   

  	
  OSA-EXPRESS GBE SX

  	
   

  	
  2

  	
   

  
	
  3020

  	
   

  	
  ADDITIONAL FRAME

  	
   

  	
  1

  	
   

  
	
  6090

  	
   

  	
  SML CONSOLE DISPLAY

  	
   

  	
  1

  	
   

  
	
  6152

  	
   

  	
  ETR DUAL PORT

  	
   

  	
  1

  	
   

  
	
  7020

  	
   

  	
  2.0 GB MEMORY

  	
   

  	
  1

  	
   

  
	
  7990

  	
   

  	
  MAXIMUM CP (12PU) MODULE

  	
   

  	
  1

  	
   

  
	
  8887

  	
   

  	
  4.8 US, NON-CHI R2/3 CO2/3

  	
   

  	
  1

  	
   

  
	
  9930

  	
   

  	
  NORTHERN HEMISPHERE

  	
   

  	
  1

  	
   

  
	
  9962

  	
   

  	
  MCM SERVICE TOOL KIT

  	
   

  	
  1

  	
   

  



 












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


 


24

















 


Attachment
IV


 


Exhibit C


Current Machines


 


I.                      Processors


 


	
  Contract

  System ID

  	
   

  	
  Machine Type

  and Model

  	
   

  	
  Serial Number

  	
   

  	
  Environment

  	
   

  	
  Return Date

  	
   

  
	
  A

  	
   

  	
  2064-115

  	
   

  	
  48302

  	
   

  	
  GDS

  	
   

  	
  6/30/2008 (1)

  	
   

  
	
  B

  	
   

  	
  2064-115

  	
   

  	
  51586

  	
   

  	
  GDS

  	
   

  	
  6/30/2005

  	
   

  
	
  C

  	
   

  	
  2064-115

  	
   

  	
  51727

  	
   

  	
  GDS

  	
   

  	
  9/30/2005

  	
   

  
	
  D

  	
   

  	
  2064-115

  	
   

  	
  51728

  	
   

  	
  GDS

  	
   

  	
  12/31/2005

  	
   

  
	
  E

  	
   

  	
  2064-115

  	
   

  	
  50220

  	
   

  	
  GDS

  	
   

  	
  12/31/2005

  	
   

  
	
  F

  	
   

  	
  2064-115

  	
   

  	
  51599

  	
   

  	
  GDS

  	
   

  	
  3/31/2006

  	
   

  
	
  G

  	
   

  	
  2064-115

  	
   

  	
  51600

  	
   

  	
  GDS

  	
   

  	
  6/30/2007

  	
   

  
	
  H

  	
   

  	
  2064-115

  	
   

  	
  51585

  	
   

  	
  GDS

  	
   

  	
  6/30/2007

  	
   

  
	
  I

  	
   

  	
  2064-112

  	
   

  	
  240DA

  	
   

  	
  GDS

  	
   

  	
  6/30/2007

  	
   

  
	
  O

  	
   

  	
  9672-R46

  	
   

  	
  51009

  	
   

  	
  Deltamatic

  	
   

  	
  6/30/2008

  	
   

  
	
  P

  	
   

  	
  9672-R46

  	
   

  	
  51010

  	
   

  	
  Deltamatic

  	
   

  	
  6/30/2008

  	
   

  
	
  Q

  	
   

  	
  9672-R36

  	
   

  	
  51090

  	
   

  	
  Deltamatic

  	
   

  	
  6/30/2008

  	
   

  
	
  R

  	
   

  	
  9672-R36

  	
   

  	
  51092

  	
   

  	
  Deltamatic

  	
   

  	
  6/30/2008

  	
   

  
	
  S

  	
   

  	
  9672-R46

  	
   

  	
  1227A

  	
   

  	
  Deltamatic

  	
   

  	
  6/30/2008

  	
   

  
	
  T

  	
   

  	
  9672-R46

  	
   

  	
  1227B

  	
   

  	
  Deltamatic

  	
   

  	
  6/30/2008

  	
   

  
	
  U

  	
   

  	
  9672-R66

  	
   

  	
  10C3E

  	
   

  	
  LTST (74)

  	
   

  	
  6/30/2008

  	
   

  
	
  V

  	
   

  	
  9672-R96

  	
   

  	
  10C41

  	
   

  	
  LTST (73)

  	
   

  	
  6/30/2008

  	
   

  
	
  X

  	
   

  	
  9672-R46

  	
   

  	
  11F46

  	
   

  	
  DL2

  	
   

  	
  6/30/2008

  	
   

  
	
  OS390-1

  	
   

  	
  9672-XX7

  	
   

  	
  51598

  	
   

  	
  OS390

  	
   

  	
  6/30/2005

  	
   

  
	
  OS390-2

  	
   

  	
  9672-R66

  	
   

  	
  10FA0

  	
   

  	
  OS390

  	
   

  	
  6/30/2008

  	
   

  
	
  CF1

  	
   

  	
  9672-R06

  	
   

  	
  10F9F

  	
   

  	
  OS390

  	
   

  	
  6/30/2008

  	
   

  
	
  DL1

  	
   

  	
  9672-R36

  	
   

  	
  10A6D

  	
   

  	
  Delta
  VM/Northwest OV

  	
   

  	
  6/30/2008

  	
   

  
	
  Z

  	
   

  	
  9672-R16

  	
   

  	
  211BA

  	
   

  	
  OSS

  	
   

  	
  6/30/2008

  	
   

  
	
  ZZ

  	
   

  	
  9762-R16

  	
   

  	
  211CA

  	
   

  	
  OSS

  	
   

  	
  6/30/2008

  	
   

  
	
  Delta DR (2)

  	
   

  	
  9672-R36

  	
   

  	
  1A7DA

  	
   

  	
  Delta DR

  	
   

  	
  12/31/2005

  	
   

  
	
  Delta DR (2)

  	
   

  	
  9672-R36

  	
   

  	
  1A7FA

  	
   

  	
  Delta DR

  	
   

  	
  12/31/2005

  	
   

  



 












Note 1: 2064 Serial Number 48302 (A), replaces 9672 Serial Number 51598
(OS390-1).


 


Note 2: These Machines include maintenance only through the end of the
Initial Term as shown.


 


II.                  Storage


 


	
  Machine

  	
   

  	
  Model

  	
   

  	
  Serial Number

  	
   

  	
  Return Date

  	
   

  
	
  2105

  	
   

  	
  F20

  	
   

  	
  14517

  	
   

  	
  05/31/2005

  	
   

  
	
  2105

  	
   

  	
  F20

  	
   

  	
  14558

  	
   

  	
  05/31/2005

  	
   

  
	
  2105

  	
   

  	
  F20

  	
   

  	
  16022

  	
   

  	
  05/31/2005

  	
   

  
	
  3494

  	
   

  	
  HA1

  	
   

  	
  627

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  HA1

  	
   

  	
  866

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  HA1

  	
   

  	
  1136

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  HA1

  	
   

  	
  1158

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  L14

  	
   

  	
  14643

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  L14

  	
   

  	
  15482

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  L14

  	
   

  	
  16431

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  L14

  	
   

  	
  16449

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D12

  	
   

  	
  29210

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D12

  	
   

  	
  29211

  	
   

  	
  06/30/2008

  	
   

  



 


25

















 


	
  Machine

  	
   

  	
  Model

  	
   

  	
  Serial Number

  	
   

  	
  Return Date

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  29212

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D12

  	
   

  	
  29399

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  31604

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  33365

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  33676

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D12

  	
   

  	
  33718

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  33743

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  34030

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  34124

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D12

  	
   

  	
  34125

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D12

  	
   

  	
  34174

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  34238

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  34241

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  34242

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  D14

  	
   

  	
  34243

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  S10

  	
   

  	
  44435

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  B18

  	
   

  	
  70456

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  B18

  	
   

  	
  71200

  	
   

  	
  06/30/2008

  	
   

  
	
  3494

  	
   

  	
  B18

  	
   

  	
  71415

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  A6518

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  A6532

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  A6634

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  A6637

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  A6652

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  A6654

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  E8504

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  E8623

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  E8851

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  E8869

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  E8900

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  E8910

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F1978

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F1979

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F1984

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F2430

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F2435

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F2437

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F2608

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F2796

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F2805

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F2897

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F3004

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F3011

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F3046

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  F3088

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43103

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43104

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43105

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43106

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43124

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43201

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43202

  	
   

  	
  06/30/2008

  	
   

  



 


26

















 


	
  Machine

  	
   

  	
  Model

  	
   

  	
  Serial Number

  	
   

  	
  Return Date

  	
   

  
	
  3590

  	
   

  	
  A50

  	
   

  	
  43204

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  52139

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54039

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54040

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54044

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54046

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54064

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54090

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54093

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54102

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54107

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54113

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54114

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54127

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54133

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54150

  	
   

  	
  06/30/2008

  	
   

  
	
  3590

  	
   

  	
  E1A

  	
   

  	
  54180

  	
   

  	
  06/30/2008

  	
   

  



 












Note 1:          No maintenance for these
Storage devices is included in this AMO Agreement.  Maintenance for these Storage devices will be provided pursuant
to any arrangements for such maintenance that Worldspan may have with IBM or
other providers as of the Effective Date or may establish thereafter.


 


Note 2:          Some of the tape
equipment shown above will be removed from service in accordance with
Section C (Virtual Tape Servers) of Exhibit B-1 above.


 


27

















 


Attachment
V


Exhibit D


 


Reduction/Payment Amounts for Deferred,
Deleted,

Accelerated, and Additional Capacity


 


1.                                      Reduction
Amounts for Deferred Capacity


 


A.                                    9672
G5 Systems – All Environments


 


	
  Quarter

  	
   

  	
   

  	
  $ / MIP

  	
   

  
	
  1Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  



 


B.                                    9672
G6 Systems – All Environments


 


	
  Quarter

  	
   

  	
   

  	
  $ / MIP

  	
   

  
	
  1Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  



 












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


 


28

















 


2.                                      Reduction
Amounts for Deleted Capacity


 


A.                                    9672
G5 Systems – All Environments


 


	
  Quarter

  	
   

  	
   

  	
  $ / MIP

  	
   

  
	
  1Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  



 


B.                                    9672
G6 Systems – All Environments


 


	
  Quarter

  	
   

  	
   

  	
  $ / MIP

  	
   

  
	
  1Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  



 


3.                                      Payment
Amounts for Accelerated Capacity


 


The following table sets forth a Not to
Exceed payment amount for the acceleration of Base Capacity that has not
previously been enabled:


 


	
  Months
  Accelerated

  	
   

  	
  Payment Amount per MIP per

  Month Accelerated

  	
   

  
	
  1 to 3

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4 to 6

  	
   

  	
  $

  	
  [**]

  	
   

  



 












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


 


29

















 


4.                                      Payment
Amounts for Additional Capacity Vertical Upgrades


 


The payment amounts set forth in the
following tables are Not to Exceed amounts applicable to Additional Capacity
added to existing Machines (Vertical Upgrades) and are for MIPS only (no
additional features included). Any software would be provided pursuant to other
agreements between IBM and Worldspan. 
These payment amounts are expressed as dollars per MIP per month for the
remaining term of the applicable Machine.


 


A.                                    9672
Generation 5 (RN6 Models) – Non-Turbo Models – All Environments


 


	
  Quarter

  	
   

  	
   

  	
  $ / MIP

  	
   

  
	
  1Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  



 


B.                                    9672
Generation 6 (XN7 Models) – Non-Turbo Models – All Environments


 


	
  Quarter

  	
   

  	
   

  	
  $ / MIP

  	
   

  
	
  1Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  4Q2006

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  1Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2Q2007

  	
   

  	
  $

  	
  [**]

  	
   

  



 












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


 


30

















 


Attachment
VI


 


Exhibit G


Worldspan
Order Letter


 


Date:


 


IBM
Corporation


13800 Diplomat
Drive


Dallas,
TX  75234


 


Attention:  Order Letter Administrator


 


Subject:  Asset Management Offering Agreement,
effective as of July 1, 2002, among IBM, IBM Credit and Worldspan; AMO
Agreement No. ASVB594, as amended.


 


Order Letter
Number:


 


Worldspan
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.


 


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


 


Customer
Number:


 


Installed at
Address:


 


Product Type,
Model/Feature, Description:


 


Plant Order or
MES Number:


 


Serial Number:


 


Customer
Requested Arrival Date:


 


Estimated Date
of Installation:


 


Return Date:


 


TLA Option:


 


IBM Credit
Supplement #:


 


Charges:               The Monthly 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 to include the addition (termination)
of these Machines, Programs and/or Services.


 


(In addition, the Monthly Payments under the AMO Agreement will be
increased (decreased) $YYYYY.YY per month for YY months effective from YY/YY/YY
through YY/YY/YY to include the addition (termination) of maintenance for these
Machines and/or Programs.)


 


Contractual
Basis for Charges:


 


Additional
Settlement/Termination Percentages:                                 If applicable, the
Additional Settlement/Termination Percentages for these Machines are as follows:


 


31

















 


	
  Settlement/Termination
  Date

  	
   

  	
  Additional Settlement/Termination Percentage

  	
   

  
	
  04/01/2004

  	
   

  	
  AA.A%

  	
   

  
	
  07/01/2004

  	
   

  	
  BB.B%

  	
   

  
	
  10/01/2004

  	
   

  	
  CC.C%

  	
   

  
	
  01/01/2005

  	
   

  	
  DD.D%

  	
   

  
	
  04/01/2005

  	
   

  	
  EE.E%

  	
   

  
	
  07/01/2005

  	
   

  	
  FF.F%

  	
   

  
	
  10/01/2005

  	
   

  	
  GG.G%

  	
   

  
	
  01/01/2006

  	
   

  	
  HH.H%

  	
   

  
	
  04/01/2006

  	
   

  	
  II.I%

  	
   

  
	
  07/01/2006

  	
   

  	
  JJ.J%

  	
   

  
	
  10/01/2006

  	
   

  	
  KK.K%

  	
   

  
	
  01/01/2007

  	
   

  	
  LL.L%

  	
   

  
	
  04/01/2007

  	
   

  	
  MM.M%

  	
   

  
	
  07/01/2007

  	
   

  	
  NN.N%

  	
   

  
	
  10/01/2007

  	
   

  	
  OO.O%

  	
   

  
	
  01/01/2008

  	
   

  	
  PP.P%

  	
   

  
	
  04/01/2008

  	
   

  	
  QQ.Q%

  	
   

  



 


Worldspan
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.

  



 


The Parties
agree that:


 


1.               This 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 letter by reliable means will be considered equivalent to
an original hereof.


 


3.               For personal
computing equipment, including personal computer-based servers, the effective
date for changes to the Monthly Payment shall be the date noted on this Order
Letter, and the Rent Commencement Date shall be the date supplied by IBM Credit
on the COA unless otherwise noted on this Order Letter.


 


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


 


5.               With respect to any
Machine ordered in this Order Letter, Worldspan agrees to (i) allow
installation of any changes, additions, and/or capacity monitoring hardware or
software on the Machine, as reasonably required by


 


32

















 


the manufacturer to monitor the Machine
capacity, and (ii) comply with any other terms agreed to between Worldspan
and the Machine manufacturer, including, but not limited to, those that relate
to Machine capacity.


 


6.               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, Worldspan 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 Worldspan’s or any other party’s information from
the Machine.


 


By signing below, Worldspan confirms that its correct legal name is
“Worldspan, L.P.” and that its state of organization is Delaware.


 


	
  Agreed to:

  	
   

  
	
  Worldspan, L.P.

  	
  Customer No.:  9885094

  
	
   

  	
   

  
	
   

  	
  State of Organization:  Delaware

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
  AMO Agreement No.:  ASVB594

  
	
   

  	
   

  
	
  Name (type or print)

  	
   

  	
   

  	
  IBM Customer Agreement
  No.:  JJT-0003

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Term Lease Agreement No.:  JJT-0001

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to:

  	
  Agreed to:

  
	
  International Business Machines Corporation

  	
  IBM Credit LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
  Authorized
  Signature

  	
   

  
	
   

  	
   

  
	
  Name (type or print)

  	
   

  	
   

  	
  Name (type or print)

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
										



 


33

















 


Attachment
VII


 


Exhibit L


 


December 2003 Product Acquisition


 


1.                                      Delivery
of December 2003 Products.


 


IBM will deliver the December 2003 Products as specified below:


 


	
  Delivery
  Date

  	
   

  	
  Machine

  Delivered

  	
   

  	
  Environment

  	
   

  	
  Serial

  Number

  	
   

  	
  Configuration

  Number

  	
   

  	
  Qty

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  December 2003

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


	
  Product

  	
   

  	
  Configuration

  Number (Quantity)

  	
   

  	
  Purchase

  Price

  	
   

  	
  Monthly

  Maintenance Charge

  	
   

  	
  Warranty

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


[**]


 


[**]


 


[**]


 


[**]


 


[**]


 












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


 


34

















 


2.                                      Configuration
of December 2003 Products


 


The configuration of the Machines included in the December 2003
Products will be as follows:


 


[**]


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


[**]


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


35

















 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


[**]


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


[**]


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


36

















 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


[**]


 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
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  [**]

  	
   

  
	
  [**]

  	
   

  	
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  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
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  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
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37

















 


	
  Product

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  
	
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[**]


 


	
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38

















 


	
  Product

  	
   

  	
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39

















 


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


 


40

















 


Attachment 1 to Exhibit L


 


Rational Software Special Offer


 


The use of the Passport Advantage Programs under this Special Offer is
subject to and will be governed by the terms and conditions of the IBM
International Passport Advantage Agreement # 68804 dated September 30,
2000 (“IPAA”) and the IBM International Program License Agreement (“IPLA”)
between International Business Machines Corporation (“IBM”) and Worldspan, L.P.
(“you”).


 


1.                   Authorized
Use of Programs


 


IBM authorizes you to use the Programs listed below solely for your
internal use up to the quantity assigned to each Program. If your actual usage
of any of the Programs has exceeded the specified maximum level of authorized
use, IBM will invoice you separately for such excess at then current prices
applicable to you.


 


Table 1


 


	
  Part #

  	
   

  	
  Description

  	
   

  	
  Qty

  	
   

  	
  Unit

  Exchange

  Price

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
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  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
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  $

  	
  [**]

  	
   

  
	
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  $

  	
  [**]

  	
   

  
	
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  $

  	
  [**]

  	
   

  
	
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  $

  	
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  $

  	
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  $

  	
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  $

  	
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  $

  	
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  $

  	
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  $

  	
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  $

  	
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  $

  	
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  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  



 


41

















 


2.                   One-Time
Charge


 


You agree to pay IBM a one-time charge of $[**] for the authorized use
of the Rational Programs.


 


3.                   Special
Terms


 


a)  Program Substitution.  Section 1 of this Special Offer sets
forth the maximum allowable quantities you may use for each Program.  In the event that you elect not to use up to
the maximum quantities allowed for any Program set forth in Table 1, you
may apply the aggregate value of the unused quantities of that Program towards
other Programs listed in Table 1, provided the aggregate value for
Programs in use does not exceed $[**].


 


Substitution is authorized under the following conditions:


 


1)                   Substitution
must occur, if at all, within 24 months of this Special Offer’s execution;


 


2)                   You must
provide IBM with written notice of your intent to substitute;


 


3)                   You understand
that once quantities of a Program have been placed into use, those quantities
are no longer eligible for substitution;


 


b)                  Redundant License Keys.  A second set of license keys for ClearCase and
ClearQuest shall only be deployed for system failure backup purposes, or for
the specific purpose of load testing for non-production purposes with ClearCase
and ClearQuest.


 


Worldspan will provide the following in order to implement receipt of
the additional license keys:  product
name and number, P.O. number for original licenses, host ID for original
licenses, host ID for redundant licenses, quantity, contact information,
including name, phone number and address.


 


c)                   Other.  You
may purchase additional one-year part numbers for IBM Maintenance for the
Programs listed above (i) during calendar year 2004, at your then current
Passport Advantage entitlement price, minus [**]% thereof, and (ii) during each
calendar year (or portion thereof) during the period from January 1, 2005
though June 30, 2008, at a price equal to the lower of (x) your then
current Passport Advantage entitlement price, minus [**]% thereof, and (y) your
price for the previous calendar year, plus [**]% thereof.


 


4.                   General
Terms


 


a.                    This Special
Offer is valid and effective upon full execution if executed on or before
December 31, 2003.


 


b.                   Both of us
agree that the terms of this Special Offer are confidential and will not be
disclosed unless agreed to in writing or unless required by law.


 


c.                    This Special
Offer may not be combined with any allowance, discount, or other offering
available for use of these Programs, unless specifically agreed to in writing
by IBM.


 


d.                   Capitalized
terms that are not defined in this Special Offer are defined in the IPAA or the
IPLA.


 


e.                    Once this
Special Offer is executed, unless prohibited by applicable law or specified
otherwise, any reproduction of this Special Offer made by reliable means (for
example, photocopy or facsimile) is considered an original and all offerings
under this Special Offer are subject to it.


 


This Special Offer, the IPAA and the IPLA comprise the entire agreement
between the parties and supercede all previous agreements and other
communications between both of us regarding this transaction.  In the event of a conflict between the terms
of this Special Offer and the terms of the IPAA or the IPLA, the terms of this
Special Offer shall prevail.


 












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


 


42

















 


By signing below, both of us agree to the terms of this Special Offer.


 


	
  Agreed to:

  	
  Agreed to:

  
	
   

  	
   

  
	
  Worldspan, LP

  	
  International Business Machines Corporation

  
	
  300 Galleria Parkway, N.W.

  Atlanta, GA  30339

  	
  4111 Northside Parkway

  Atlanta, GA  30341

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  Date:

  	
  Date:

  
	
   

  	
   

  
	
  IBM Customer No.:  9905916

  	
   

  
						



 


43