Exhibit 10.93


EXECUTION
VERSION


SECOND AMENDMENT

DATED AS OF JUNE 21, 2006


This
SECOND AMENDMENT (this “Amendment”) is entered into among WORLDSPAN
TECHNOLOGIES INC., a Delaware corporation (“WTI”), WS HOLDINGS LLC, a
Delaware limited liability company (“LP”), WORLDSPAN, L.P., a Delaware
limited partnership (the “Borrower”), the Lenders party hereto and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


PRELIMINARY STATEMENTS


1.             Reference is made to the Credit Agreement (as amended,
the “Credit Agreement”), dated as of February 11, 2005, among WTI, LP, the
Borrower, the Lenders party thereto, J.P. Morgan Securities Inc. and UBS
Securities LLC, as joint advisors, J.P. Morgan Securities Inc., UBS Securities
LLC and Lehman Brothers Inc., as joint book-runners, J.P. Morgan Securities
Inc., UBS Securities LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc.
and Goldman Sachs Credit Partners L.P., as joint lead arrangers, UBS Securities
LLC, as syndication agent, Lehman Commercial Paper Inc., Deutsche Bank
Securities Inc. and Goldman Sachs Credit Partners L.P., as documentation
agents, and the Administrative Agent. 
Capitalized terms used but not otherwise defined herein are used with
the meanings given in the Credit Agreement as amended hereby.


2.             The Borrower has requested that the
Credit Agreement be amended as herein set forth.


3.             Each of the Lenders party hereto
are willing to enter into such amendment, on the terms and conditions stated
below.


NOW,
THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


SECTION 1.                   Amendment
to Credit Agreement.


(a)           Section 7.9 of the Credit Agreement is
amended by deleting, immediately following the proviso in clause (a) thereof,
subclause (i) thereof in its entirety and replacing such subclause with the
following:


“(i)
the Borrower may (x) refinance the Senior Notes as permitted under Section
7.2(f) and (y) repurchase up to $50,000,000 in the aggregate of Senior Notes; provided
that such amount shall be reduced by the amount of distributions paid by the
Borrower pursuant to Section 7.6(c)(iii); and provided, further
that, after giving effect to any such repurchase, there shall be no Revolving
Credit Loans outstanding at the time of such distribution,”


(b)           Section 7.10 of the Credit Agreement is
amended by deleting the last sentence thereof in its entirety and replacing
such sentence with the following:


“Notwithstanding
the foregoing, if no Default or Event of Default has occurred and is
continuing, the Borrower may (i) pay to WTI, LP or the Sponsors (A) the
out-of-pocket expenses permitted to be paid under Section 7.6(c)(i) and (B) the
amounts permitted to be paid to WTI to repurchase WTI Notes under Section
7.6(c)(iii) from one or more 









 



 


Affiliates
and (ii) repurchase the Senior Notes in accordance with Section 7.9(a)(i)(y)
from one or more Affiliates.”


(c)           Section 7.6 of the Credit Agreement is
amended by adding a new subclause (iii) to clause (c) as follows:


“(iii)
to permit WTI to repurchase WTI Notes in an amount not to exceed $50,000,000 in
the aggregate; provided that such amount shall be reduced by the amount
of any repurchases of Senior Notes by the Borrower pursuant to Section
7.9(a)(i)(y); and provided, further that, after giving effect to
any such distribution, there shall be no Revolving Credit Loans outstanding at
the time of such repurchase”


SECTION 2.   
               Conditions to
Effectiveness.  The amendment
contained in Section 1 shall be effective upon satisfaction of each of the
following conditions precedent on or before June 30, 2006:


(a)           The Administrative Agent shall have
received counterparts of this Amendment executed by the Required Lenders, WTI,
LP and the Borrower and counterparts of the Consent appended hereto (the “Consent”)
executed by the Grantors, as defined in the Guarantee and Collateral Agreement
(the “Grantors”).


(b)           The Borrower shall have paid to each of
the Lenders consenting to and executing this Amendment by 5:00 p.m. (noon),
Monday, June 19, 2006, an amendment fee equal to the product of 0.05% multiplied by the sum of such Lender’s Revolving Credit
Commitment plus the principal
amount of such Lender’s Term Loans outstanding immediately prior to the
effective date of this Amendment.


(c)           All other fees and expense reimbursements
payable by any Loan Party to the Administrative Agent shall have been paid.


SECTION 3.                   Representations and Warranties.


WTI,
LP and the Borrower jointly and severally represent and warrant that:


(a)           Authority.  Each of WTI, LP and the Borrower has the
requisite power and authority to execute, deliver and perform its obligations
under this Amendment.  Each Grantor has
the requisite power and authority to execute, deliver and perform its
obligations under the Consent and the Loan Documents, as amended hereby.  The execution, delivery and performance by
WTI, LP and the Borrower of this Amendment and by the Grantors of the Consent,
and the performance by each Loan Party of each Loan Document (as amended
hereby) to which it is a party have been duly approved by all necessary
organizational action of such Loan Party.


(b)           Enforceability.  This Amendment has been duly executed and
delivered by WTI, LP and the Borrower and the Consent has been duly executed
and delivered by each Grantor.  When this
Amendment becomes effective as set forth in Section 2, each of this Amendment,
the Consent and each Loan Document (as amended hereby) is the legal, valid and
binding obligation of each Loan Party party thereto, enforceable against such
Loan Party in accordance with its terms except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought in proceedings in equity or
at law).



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(c)           Representations and Warranties.  The representations and warranties made by
each Loan Party in the Loan Documents are true and correct in all material
respects on the date hereof, and will be true and correct in all material
respects when this Amendment becomes effective, both before and after giving
effect to this Amendment, except to the extent that such representations and
warranties refer to an earlier date (in which case they are true and correct in
all material respects as of such earlier date).


(d)           No Default.  No Default has occurred and is continuing.


SECTION 4.   
               Reference to and
Effect on the Loan Documents.


(a)           If and when this Amendment becomes
effective, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended hereby.


(b)           The Credit Agreement, as amended hereby,
and the Guarantee and Collateral Agreement and the other Loan Documents are and
shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.  Without limiting
the generality of the foregoing, the Security Documents and all of the
Collateral described therein do and shall continue to secure the payment of all
Obligations under and as defined in the Credit Agreement, as amended hereby.


(c)           The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy
of any Lender or Agent under any of the Loan Documents or constitute, except as
expressly set forth herein, a waiver or amendment of any provision of any of
the Loan Documents.


(d)           This Amendment is a Loan Document.  The provisions of Sections 10.13 and 10.21 of
the Credit Agreement shall apply with like effect to this Amendment.


SECTION 5.   
               Counterparts.  This Amendment and
the Consent may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment (or any authorization to execute this
Amendment) or the Consent by facsimile shall be effective as delivery of a
manually executed counterpart thereof.


SECTION 6.   
               Governing Law.  This Amendment shall
be governed by, and construed in accordance with, the laws of the State of New
York.


[signature pages follow]



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IN
WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first written above. 


	
  

  	
  WORLDSPAN TECHNOLOGIES INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WS HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
							



















 


	
  

  	
  JPMORGAN CHASE BANK, N.A.,

  as Lender and Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard C. Smith

  
	
   

  	
   

  	
  Name:

  	
  Richard C. Smith

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


 


















 


	
  

  	
  Deutsche Bank AG, New York Branch,

  as Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evelyn Thierry

  
	
   

  	
   

  	
  Name:

  	
  Evelyn Thierry

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Deutsche Bank AG, New York Branch,

  as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lana Gifas

  
	
   

  	
   

  	
  Name:

  	
  Lana Gifas

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


 


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  LEHMAN COMMERCIAL PAPER INC.,

  as Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Turner

  
	
   

  	
   

  	
  Name:

  	
  Frank Turner

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


 


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  UBS Loan Finance LLC,

  as Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
   

  	
  Title:

  	
  Director 

  Banking Products Services, US

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Irja R. Otsa

  
	
   

  	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate Director 

  Banking Products Services, US

  
							



 


 


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  ARES ENHANCED LOAN INVESTMENT

  	
   

  	
  ARES IIR CLO LTD.

  
	
  STRATEGY, LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Ares CLO Management IIR, L.P.,

  
	
  By:

  	
  Ares Enhanced Loan Management,

  	
   

  	
   

  	
  Investment Manager

  
	
   

  	
  L.P., Investment Manager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Ares CLO GP IIR, LLC,

  
	
  By:

  	
  Ares Enhanced Loan GP, LLC

  	
   

  	
   

  	
  Its General Partner

  
	
   

  	
  Its General Partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ David A. Sachs

  
	
  By:

  	
  /s/ David A. Sachs

  	
   

  	
   

  	
  Name: David A. Sachs

  
	
   

  	
  Name:David A. Sachs

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
  Title:Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARES ENHANCED LOAN INVESTMENT

  	
   

  	
  ARES IV CLO LTD.

  
	
  STRATEGY II, LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Ares CLO Management IV, L.P.,

  
	
  By:

  	
  Ares Enhanced Loan Management II,

  	
   

  	
   

  	
  Investment Manager

  
	
   

  	
  L.P., Investment Manager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Ares CLO GP IV, LLC

  
	
  By:

  	
  Ares Enhanced Loan GP II, LLC

  	
   

  	
   

  	
  Its General Partner

  
	
   

  	
  Its General Partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ David A. Sachs

  
	
  By:

  	
  /s/ David A. Sachs

  	
   

  	
   

  	
  Name:David A. Sachs

  
	
   

  	
  Name:David A. Sachs

  	
   

  	
   

  	
  Title:Vice President

  
	
   

  	
  Title:Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARES ENHANCED CREDIT

  	
   

  	
  ARES VR CLO LTD.

  
	
  OPPORTUNITIES FUND LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Ares CLO Management VR, L.P.,

  
	
  By:

  	
  Ares Enhanced Credit Opportunities

  	
   

  	
   

  	
  Investment Manager

  
	
   

  	
  Fund Management, L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Ares CLO GP VR, LLC, 

  
	
  By:

  	
  /s/ David A. Sachs

  	
   

  	
   

  	
  Its General Partner

  
	
   

  	
  Name: David A. Sachs

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
  By:

  	
  /s/ David A. Sachs

  
	
   

  	
   

  	
   

  	
   

  	
  Name: David A. Sachs

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARES LEVERAGED INVESTMENT FUND

  	
   

  	
   

  	
   

  
	
   II, L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ares Management II, L.P.

  	
   

  	
   

  	
   

  
	
   

  	
  Its General Partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David A. Sachs

  	
   

  	
   

  	
   

  
	
   

  	
  Name: David A. Sachs

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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  ARES VIR CLO LTD.

  	
   

  	
  ARES IX CLO LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ares CLO Management VIR, L.P.,

  	
   

  	
  By:

  	
  Ares CLO Management IX, L.P.,

  
	
   

  	
  Investment Manager

  	
   

  	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ares CLO GP VIR, LLC,

  	
   

  	
  By:

  	
  Ares CLO GP IX, LLC,

  
	
   

  	
  Its General Partner

  	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David A. Sachs

  	
   

  	
  By:

  	
  /s/ David A. Sachs

  
	
   

  	
  Name: David A. Sachs

  	
   

  	
   

  	
  Name: David A. Sachs

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARES VII CLO LTD.

  	
   

  	
  ARES X CLO LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ares CLO Management VII, L.P.,

  	
   

  	
  By:

  	
  Ares CLO Management X, L.P.,

  
	
   

  	
  Investment Manager

  	
   

  	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ares CLO GP VII, LLC,

  	
   

  	
  By:

  	
  Ares CLO GP X, LLC,

  
	
   

  	
  Its General Partner

  	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David A. Sachs

  	
   

  	
  By:

  	
  /s/ David A. Sachs

  
	
   

  	
  Name: David A. Sachs

  	
   

  	
   

  	
  Name: David A. Sachs

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARES VIII CLO LTD.

  	
   

  	
  CONFLUENT 2 LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ares CLO Management VIII, L.P.,

  	
   

  	
  By:

  	
  Ares Private Account Management I,

  
	
   

  	
  Investment Manager

  	
   

  	
   

  	
  L.P., as Sub-Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Ares CLO GP VIII, LLC,

  	
   

  	
  By:

  	
  Ares Private Account Management I,

  
	
   

  	
  Its General Partner

  	
   

  	
   

  	
  GP, LLC, as General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David A. Sachs

  	
   

  	
  By:

  	
  Ares Management LLC, as Manager

  
	
   

  	
  Name: David A. Sachs

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
  By:

  	
  /s/ David A. Sachs

  
	
   

  	
   

  	
   

  	
   

  	
  Name: David A. Sachs

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


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  LAGUNA FUNDING LLC,

  
	
   

  	
   

  	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Anna M. Tallent

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Anna M. Tallent

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Assistant Vice President

  



 


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  Bear Stearns Institutional Loan Master Fund

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Bear Stearns Asset Management, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  as its attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


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  Bear Stearns Loan Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Bear Stearns Asset Management, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
  as its attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


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  GALLATIN CLO II 2005-1 LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Bear Stearns Asset Management, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


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  Gallatin Funding I Ltd.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Bear Stearns Asset Management, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


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  Grayston CLO II 2004-1 LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Bear Stearns Asset Management, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Niall Rosenzweig

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


 


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  By:

  	
  Callidus-Debt Partners CLO Fund II, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Its Collateral Manager,

  
	
   

  	
   

  	
  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ira Ginsburg

  
	
   

  	
   

  	
  Name:

  	
  Ira Ginsburg

  
	
   

  	
   

  	
  Title:

  	
  Principal

  






 


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  By:

  	
  Callidus-Debt Partners CLO Fund III Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Its Collateral Manager,

  
	
   

  	
   

  	
  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ira Ginsburg

  
	
   

  	
   

  	
  Name:

  	
  Ira Ginsburg

  
	
   

  	
   

  	
  Title:

  	
  Principal

  






 


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  AZURE Funding

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eugene Caraus

  
	
   

  	
   

  	
  Name:

  	
  Eugene Caraus

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  






 


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  GOF Loan Funding LLC,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roy Hykal

  
	
   

  	
   

  	
  Name:

  	
  Roy Hykal

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  






 


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  COMMERZBANK AG, NEW YORK 

  
	
   

  	
  AND GRAND CAYMAN BRANCHES,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Isabel S. Zeissig

  
	
   

  	
   

  	
  Name:

  	
  Isabel S. Zeissig

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles W. Polet

  
	
   

  	
   

  	
  Name:

  	
  Charles W. Polet

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  






 


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  BLUE SHIELD OF CALIFORNIA

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  
	
   

  	
   

  	
  Name:

  	
  David Ardini

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  






 


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  Franklin CLO I, Limited

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  
	
   

  	
   

  	
  Name:

  	
  David Ardini

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  






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  Franklin CLO II, Limited

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  
	
   

  	
   

  	
  Name:

  	
  David Ardini

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  






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  FRANKLIN CLO IV, LIMITED

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  
	
   

  	
   

  	
  Name:

  	
  David Ardini

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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  FRANKLIN CLO V, LTD

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Ardini

  
	
   

  	
   

  	
  Name:

  	
  David Ardini

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


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  FRANKLIN FLOATING RATE DAILY ACCESS FUND

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  
	
   

  	
   

  	
  Name:

  	
  Richard Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


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  FRANKLIN FLOATING RATE MASTER SERIES

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  
	
   

  	
   

  	
  Name:

  	
  Richard Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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  FRANKLIN TOTAL RETURN FUND

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  
	
   

  	
   

  	
  Name:

  	
  Richard Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


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  GoldenTree Capital Opportunities, LP,

  
	
   

  	
  By:

  	
  GoldenTree Asset Management, LP,

  
	
   

  	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weber

  
	
   

  	
   

  	
  Name:

  	
  Karen Weber

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


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  GoldenTree Credit Opportunities Financing I, Limited

  
	
   

  	
  By:

  	
  GoldenTree Asset Management, LP,

  
	
   

  	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weber

  
	
   

  	
   

  	
  Name:

  	
  Karen Weber

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


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  GoldenTree Loan Opportunities, I, Limited

  
	
   

  	
  By:

  	
  GoldenTree Asset Management, LP,

  
	
   

  	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weber

  
	
   

  	
   

  	
  Name:

  	
  Karen Weber

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


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  GoldenTree Loan Opportunities, II, Limited

  
	
   

  	
  By:

  	
  GoldenTree Asset Management, LP, 

  
	
   

  	
   

  	
  as Lender 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weber 

  
	
   

  	
   

  	
  Name:

  	
   Karen Weber 

  
	
   

  	
   

  	
  Title:

  	
   Authorized
  Signatory

  
					



 


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  GoldenTree Loan Opportunities, III, LIMITED

  
	
   

  	
  By:

  	
  GoldenTree Asset Management, LP, 

  
	
   

  	
   

  	
  as Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weber

  
	
   

  	
   

  	
  Name:

  	
   Karen Weber 

  
	
   

  	
   

  	
  Title:

  	
   Authorized
  Signatory

  



 


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  GENERAL ELECTRIC CAPITAL 

  
	
   

  	
  CORPORATION, as Administrator for, GE 

  
	
   

  	
  COMMERCIAL LOAN HOLDING LLC

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Kadlick

  
	
   

  	
   

  	
  Name:

  	
  Robert M. Kadlick

  
	
   

  	
   

  	
  Title:

  	
  Duly Authorized Signatory

  



 


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  GENERAL ELECTRIC CAPITAL 

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James R. Persico

  
	
   

  	
   

  	
  Name:

  	
  James R. Persico

  
	
   

  	
   

  	
  Title:

  	
  Duly Authorized Signatory

  



 


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  GENERAL ELECTRIC CAPITAL 

  
	
   

  	
  CORPORATION, as Administrator for, 

  
	
   

  	
  MERRITT CLO HOLDING LLC

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Kadlick

  
	
   

  	
   

  	
  Name:

  	
  Robert M. Kadlick

  
	
   

  	
   

  	
  Title:

  	
  Duly Authorized Signatory

  



 


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  Lightpoint CLO III, Ltd.

  
	
   

  	
  Lightpoint CLO IV, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colin Donlan

  
	
   

  	
   

  	
  Name:

  	
  Colin Donlan

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


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  Regions Bank,

  
	
  

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen H. Lee

  
	
   

  	
   

  	
  Name:

  	
  Stephen H. Lee

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  Baker Street Funding CLO 2005-1 Ltd.,

  
	
   

  	
  as Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian M. Burt

  
	
   

  	
   

  	
  Name:

  	
  Ian M. Burt

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
  SunTrust Capital Markets, Inc.

  



 


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  Trimaran CLO IV Ltd

  
	
   

  	
  By:

  	
  Trimaran Advisors, L.L.C.,

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Millison

  
	
   

  	
   

  	
  Name:

  	
  David M. Millison

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


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  UBS AG, Stamford Branch

  
	
   

  	
  as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher M. Altkin

  
	
   

  	
   

  	
  Name:

  	
  Christopher M. Altkin

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Toba Lumbantobing

  
	
   

  	
   

  	
  Name:

  	
  Toba Lumbantobing

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  	
   

  	
   

  
					



 


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  WB Loan Funding 7, LLC,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  
	
   

  	
   

  	
  Name:

  	
  Diana M. Himes

  
	
   

  	
   

  	
  Title:

  	
  Associate

  



 


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  WB Loan Funding 6, LLC,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  
	
   

  	
   

  	
  Name:

  	
  Diana M. Himes

  
	
   

  	
   

  	
  Title:

  	
  Associate

  



 


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CONSENT


Dated as of June 21, 2006


The
undersigned, as Grantors under the Guarantee and Collateral Agreement and, as
applicable, as parties to the other Security Documents hereby consent and agree
to the foregoing Second Amendment and hereby confirm and agree that (i) each of
the Guarantee and Collateral Agreement and the other Security Documents is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects except that, upon the effectiveness of, and on and
after the date of, said Second Amendment, each reference therein to the “Credit
Agreement”, “thereunder”, “thereof” and words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended by said Second Amendment and (ii) each of the Guarantee and Collateral
Agreement and the other Security Documents and the Collateral described therein
does, and shall continue to, secure the payment and performance of all of the
Obligations as defined in the Guarantee and Collateral Agreement, after giving
effect to said Second Amendment.


 


	
  

  	
  WORLDSPAN TECHNOLOGIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kevin W.
  Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WS HOLDINGS LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WORLDSPAN TECHNOLOGIES INC.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WS FINANCING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  










 



 


	
  

  	
  WORLDSPAN SOUTH AMERICAN HOLDINGS 

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN S.A. HOLDINGS II, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN IJET HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN XOL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN BBN HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kevin W.
  Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN DIGITAL HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  



 









 



 


	
  

  	
  WORLDSPAN STOREMAKER HOLDINGS, 

  
	
   

  	
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN VIATOR HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN OPENTABLE HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Mooney

  
	
   

  	
   

  	
  Name:

  	
  Kevin W. Mooney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer