Exhibit
10.91


JUNE 15, 2006 AMENDMENT TO EMPLOYMENT AGREEMENT


This June 15, 2006 AMENDMENT TO THE EMPLOYMENT
AGREEMENT (this “Amendment”) made as of the 15th day of June, 2006 by and
between Worldspan Technologies Inc., a Delaware corporation (“Holdings”),
Worldspan, L.P., a Delaware  limited
partnership (the “Company”) and Rakesh Gangwal (the “Executive”).


WITNESSETH:


WHEREAS, the Company and Executive entered into an
Employment Agreement dated June 30, 2003, as amended subsequently by letter
agreements dated November 19, 2003 and May 12, 2004 (hereinafter the “Employment
Agreement”); and


WHEREAS, the Company and Executive desire to further
modify the said Employment Agreement.


NOW, THEREFORE, the parties hereto agree as follows:


1.                                       The
first sentence of Section 2(a) shall be amended and restated in its entirety to
read as follows, effective as of the date hereof:


(a)  Term. 
Unless the Executive’s employment shall sooner terminate pursuant to
Section 7, the Company shall employ the Executive for a term commencing on the
Effective Date, and continuing until June 30, 2009.”


2.                                       A
new sentence shall be added at the end of Section 3(b), which shall read in its
entirety as follows, effective as of the date hereof:


“Notwithstanding the
foregoing, the minimum annual Incentive Bonus that shall be payable to the
Executive for any year shall be $1,000,000.”


3.                                       Section
3(d) shall be added, which shall read in its entirety as follows, effective as
of the date hereof:


“(d)         Change of Control Bonus. If a
Change of Control (as defined below) occurs on or prior to June 30, 2009, then
within seven days of the Change of Control the Executive shall receive a lump
sum bonus (the “Change of Control Bonus”) in an amount determined under the
following chart, based on the Enterprise Value (as defined below) of Holdings
as of the date of the Change of Control.






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









 



 




	
  Enterprise Value of Holdings as of the Date

  of a Change of Control

  	
   

  	
  Change of Control Bonus Payment

  	
   

  
	
  $[**] or less

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  $[**]

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  $[**]

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  $[**]

  	
   

  	
  $

  	
  11,000,000

  	
   

  
	
  $[**]

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
  $[**] or more

  	
   

  	
  $

  	
  13,000,000

  	
   

  






 


If
the Enterprise Value of Holdings on the date of a Change of Control is greater
than $[**] but less than $[**], then the Change of Control Bonus payable to the
Executive shall be appropriately interpolated based on the above chart (for
example, if the Enterprise Value of Holdings on the date of a Change of Control
was $[**] then the Executive would receive a Change of Control Bonus of
$9,500,000).


For the purposes of this
Section, “Enterprise Value of the Company” shall be defined as the value
received for the equity of the Company in connection with a Change of Control
of Holdings plus all debt (defined as the sum of amount outstanding under the
revolving credit facility, term bank debt, floating rate notes, senior notes,
capital leases, capitalized software financed under the IBM AMO agreement and
Holdings Notes) of Holdings and its subsidiaries (excluding inter-company debt)
less any cash (or cash equivalents) of Holdings and its subsidiaries.”


4.                                       Except
as specifically provided in and modified by this Amendment, the Employment
Agreement is in all other respects hereby ratified and confirmed and references
to the Employment Agreement shall be deemed to refer to the Employment
Agreement as modified by this Amendment.






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



 2
 






 



IN WITNESS WHEREOF, the
undersigned have executed this Amendment as of the day and year first above
written.


	
  

  	
  WORLDSPAN TECHNOLOGIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Margaret K. Cassidy

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Margaret K. Cassidy

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Rakesh Gangwal

  	
   

  
	
   

  	
   

  	
  Rakesh Gangwal

  	
   

  



 






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



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