Exhibit
10.100


Amendment
3 to

Worldspan Asset Management Offering Agreement


This amendment is the
third amendment (“Amendment 3”) 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 LLC (“IBM
Credit”), Agreement ASVB594, as previously amended by Amendment 1 effective as
of December 16, 2002, and Amendment 2 effective as of December 31, 2003
(collectively, the “AMO Agreement”).


Each term defined in the
AMO Agreement shall have the same meaning in this Amendment 3 unless otherwise
provided herein or inconsistent with the content hereof.


The purpose of this Amendment 3 is to replace, modify
or add certain terms in the AMO Agreement with the terms specified in this Amendment
3.


Provided that Worldspan,
IBM and IBM Credit have signed and delivered this Amendment 3 on or before June
30, 2006, this Amendment 3 becomes effective on June 30, 2006 (the “Effective
Date of Amendment 3”) and, among other things, extends the Expiration Date of
the AMO Agreement from June 30, 2008 to June 30, 2011, subject to further
extensions in accordance with new Section 38 of the AMO Agreement.


This Amendment 3 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 3
made by reliable means is considered an original.


The Monthly Payment payable pursuant to this Amendment 3 is intended
to include, and IBM shall provide for such Monthly Payment, the equipment,
programs, and services specified or provided for in the AMO Agreement or this
Amendment 3, but the Monthly Payment does not include any amounts associated
with associated equipment, programs, and services that are addressed in any
other commercial agreements between Worldspan and IBM, except to the extent
otherwise specified in the AMO Agreement.


The Parties agree that this Amendment 3, which
includes the associated documents attached hereto, is the complete agreement
among the Parties with respect to the subject matter hereof and replaces any
prior oral and/or written communications between the Parties concerning this
subject matter.  By signing below, the
Parties agree to the terms of this Amendment 3.


Except for the changes
specified in this Amendment 3, all other terms and conditions of the AMO Agreement
remain unchanged.  In the event of a
conflict between this Amendment 3 and the AMO Agreement, this Amendment 3 will
prevail.


The Parties agree that, as of the Effective Date of Amendment 3, 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 1 to this Amendment 3.


2.  Revised Capacity Plan.  Exhibits B-1 (GDS Capacity Plan) and B-2
(Non-GDS Capacity Plan) to the AMO Agreement are replaced in their entirety
with the Exhibit B attached as Attachment 2 to this Amendment 3.


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


4.  Reduction/Payment
Amounts.  Exhibit D (Reduction/Payment Amounts for Deferred,
Deleted, Accelerated, and Additional Capacity) to the AMO Agreement is deleted
in its entirety.






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



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5.  Settlement/Termination Percentages.  Exhibit F (Settlement/Termination
Percentages) to the AMO Agreement is amended as follows:


(a)  The
table in Section I (Termination Percentages) is amended by deleting all
rows beginning with “07/01/2006” and replacing those rows with the following:




	
  7/01/2006

  	
  [**]

  
	
  10/01/2006

  	
  [**]

  
	
  1/01/2007

  	
  [**]

  
	
  4/01/2007

  	
  [**]

  
	
  7/01/2007

  	
  [**]%

  
	
  10/01/2007

  	
  [**]%

  
	
  1/01/2008

  	
  [**]%

  
	
  4/01/2008

  	
  [**]%

  
	
  7/01/2008

  	
  [**]%

  
	
  10/01/2008

  	
  [**]%

  
	
  1/01/2009

  	
  [**]%

  
	
  4/01/2009

  	
  [**]%

  
	
  7/01/2009

  	
  [**]%

  
	
  10/01/2009

  	
  [**]%

  
	
  1/01/2010

  	
  [**]%

  
	
  4/01/2010

  	
  [**]%

  
	
  7/01/2010

  	
  [**]%

  
	
  10/01/2010

  	
  [**]%

  
	
  1/01/2011

  	
  [**]%

  
	
  4/01/2011

  	
  [**]%

  






(b)  The first table in Section II
(Settlement Percentages) is amended by deleting all rows beginning with “07/01/2006”
and replacing those rows with the following:




	
  7/01/2006

  	
  [**]%

  
	
  10/01/2006

  	
  [**]%

  
	
  1/01/2007

  	
  [**]%

  
	
  4/01/2007

  	
  [**]%

  
	
  7/01/2007

  	
  [**]%

  
	
  10/01/2007

  	
  [**]%

  
	
  1/01/2008

  	
  [**]%

  
	
  4/01/2008

  	
  [**]%

  
	
  7/01/2008

  	
  [**]%

  
	
  10/01/2008

  	
  [**]%

  
	
  1/01/2009

  	
  [**]%

  
	
  4/01/2009

  	
  [**]%

  
	
  7/01/2009

  	
  [**]%

  
	
  10/01/2009

  	
  [**]%

  
	
  1/01/2010

  	
  [**]%

  
	
  4/01/2010

  	
  [**]%

  
	
  7/01/2010

  	
  [**]%

  
	
  10/01/2010

  	
  [**]%

  
	
  1/01/2011

  	
  [**]%

  
	
  4/01/2011

  	
  [**]%

  






 


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
4 to this Amendment 3.






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



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7.  [**].  [**].


8.  Maintenance Services.  Exhibit H (Maintenance Services) to the AMO
Agreement is deleted in its entirety and replaced with the Exhibit H attached
as Attachment 6 to this Amendment 3. 
Additional terms governing Maintenance Service are set forth below in
this Amendment 3 in the section entitled “Maintenance Services.”


9.  Special Offering Attachment for VM
Charges.  The Exhibit N (Special Offering Attachment for VM Charges)
attached as Attachment 7 to this Amendment 3 is added to the AMO Agreement as
Exhibit N.


10.  Maintenance FTEs.  Exhibit K (Maintenance FTEs Customarily
Provided by IBM for Equipment on IBM Warranty or Maintenance) to the AMO
Agreement is deleted in its entirety. 
Additional terms governing Maintenance Services are set forth below in
this Amendment 3 in the section entitled “Maintenance Services.”


11.  December 2003 Product Acquisition.  Exhibit L (December 2003 Product Acquisition)
to the AMO Agreement, which was added by Amendment 2, is deleted in its
entirety.


12.  Expiration Date.  The fifth paragraph on the
first page of the AMO Agreement is amended by replacing the date “June 30,
2008” with the date “June 30, 2011”. 
The term of the AMO Agreement may be further extended in accordance with
Section 38 of the AMO Agreement.


13.  Cancelled/Superseded 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
June 30, 2006, shall begin with Order Letter 400.”


14.  Capacity Plan for S/390 Machines in Exhibits
B-1 and B-2.


Section 5 of the AMO
Agreement, entitled “Capacity Plan for S/390 Machines in Exhibit B-2”, and
Section 5.1 of the AMO Agreement, entitled “Capacity Plan for S/390 Machines in
Exhibit B-1”, are deleted in their entirety.


15.  Capacity Management for S/390 Machines in
Exhibits B-1 and B-2.


Section 6 of the AMO
Agreement, entitled “Capacity Management for S/390 Machines in Exhibit B-2”,
and Section 6.1 of the AMO Agreement, entitled “Capacity Management for S/390
Machines in Exhibit B-1”, are deleted in their entirety and replaced with the
following:


“6.  GDS Complex Variable Capacity (“GDSCVC”)


This Section describes an arrangement (the “GDSCVC
Arrangement”) which is intended to provide
Worldspan with flexibility to manage the fixed and variable MIPS capacity of
its workload associated with the Global Distribution System (the “GDS Workload”).
[**].  The sub-sections below define the
terminology and describe the Machines, Programs, operating environment, reports
and measurements that determine the fixed and variable elements of, and
corresponding charges associated with, the GDSCVC Arrangement.






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



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Definitions:  For
purposes of this Section 6:


“Month” means a calendar month.


“Central Processor” or “CP” means, for
purposes of this section only, a processor available for use on the
Machines.  This is frequently referred to
as an “engine.”


[**]


“TPF Adjusted Utilization” means Worldspan’s
utilization of a [**] LPAR subject to this GDSCVC Arrangement for a given time
period (expressed in terms of a fraction between 0 and 1.000) [**].


“GDS Complex” means the [**] LPARs [**].


“Capacity”,
when used in the context of MIPS, Usage or Utilization, is used solely for the
purposes of implementing the provisions of this AMO Agreement added by
Amendment 3 and has no other meaning.


“MIPS” means a unit of measurement
for the processing capacity of a CP or Machine. 
It is an approximation of relative internal processor performance.  The MIPS numbers in this section are specific
to, and are to be used solely for measuring elements of, this section
only.  They are not intended for capacity
planning purposes nor does IBM make any representation that they will be an
accurate reflection of the results that Worldspan might expect to achieve in
its unique operational environment.


[**]


“TPF Complex” means the [**] Machines
installed under and defined in Exhibit B of this AMO Agreement.  The GDS Complex is a subset of the TPF
Complex.


“Threshold” means the MIPS utilization,
expressed as a percentage of a GDS LPAR at which [**] has been utilized.


[**]


[**]


[**]






[**] Confidential treatment requested for redacted portion; redacted
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[**]


The capacity of each CP is understood and
agreed by the Parties to be dependent on the overall activated capacity of the
Machine.  The “Activated CP Capacity”, as
defined below, will be utilized to calculate LPAR capacity.  The total Activated CP Capacity of the LPAR,
[**] will therefore be the sum of the capacity of the CPs allocated to that
LPAR.


[**]


“Activated CP
Capacity” means the activated MIPS capacity of a Machine used for GDSCVC
calculation purposes only and is in no way to be considered a performance
representation or guarantee of any sort.


The table
entitled “Assumed Activated CP Capacity (in MIPS) for GDSCVC Calculation
Purposes” below specifies the assumed Activated CP Capacity for each possible
configuration of the GDSCVC Machines as shipped.  The “Capacity Setting” column represents the
Machine’s activated capacity (the “Capacity Utilized”).  The MIPS column represents the “CP Capacity”
for the corresponding Machine model.  “Capacity
Setting” is independent of any LPAR allocations and is solely dependent on the
installed and activated CPs on the Machine.


For clarity, if a physical Model [**]
Machine has only been activated to a Capacity Setting of [**], then the CP MIPS
value for such Machine shall correspond to the Capacity Setting of a [**]
Machine for purposes of this calculation. 
In this example, the table below shows that the CP Capacity for a
Machine activated to the Capacity Setting of a [**] would be [**] MIPS.


Table:  Assumed Activated CP Capacity (in MIPS) for GDSCVC Calculation Purposes


[**]






[**] Confidential treatment requested for redacted portion; redacted
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General:


[**].  These Machines are currently activated as
shown in the table entitled “Initial GDSCVC Setup”.  The Parties agree that IBM is not required
to make available under this GDSCVC Arrangement any capacity that would require
any Machine(s) to be upgraded past its initial peak capability level (“Machine
Peak Capability”), which is [**] capacity level shown in the Initial GDSCVC
Setup table, or that would require IBM to add additional Machines, or Model
Upgrades to the existing Machines. 
However, this is not intended to prevent Worldspan from executing any of
the Additional Capacity options as listed elsewhere in this AMO Agreement.  Any Program charges [**] that might result
from the GDSCVC configuration described below are not included in the Monthly
Payment [**] and would be
separately charged to Worldspan pursuant to the then-current terms and
conditions of any applicable agreements for such Programs.


For reference purposes, the number of MIPS for each of the GDS Complex
Machines is listed in the table below. 
The MIPS shown are derived from IBM LSPR z/OS 1.6 Multi-Image Default
Mixed Workload performance measurements indexed to a 2084-301 operating in
Single-Image mode = 450 MIPS.


Table:  IBM LSPR z/OS 1.6 Multi-Image Default Mixed
Workload


[**]


Initial
GDSCVC Setup:


Upon installation
of these Machines, IBM will enable these Machines to operate as shown in the
table below.  The total available GDS
capacity (“GDSCVC Capacity Available”) in the initial configuration is [**], of
which [**] are considered the Fixed Baseline Capacity and [**] are available
for Variable Capacity.


The Parties
acknowledge that the MIPS value of [**] used as the Fixed Baseline Capacity is
derived from a previous GDS [**] Machine configuration in which capacities were
based on a then-current z/OS 1.4 Single-Image measurement environment.  This measurement base is no longer current
and does not exist for the [**] Machines included herein.  For [**], the measurement base has been
updated to a z/OS 1.6 Multi-Image methodology. 
Applying this same methodology to the existing GDS [**] Machine
configuration would yield a Fixed Baseline Capacity of [**] MIPS; however, for
the convenience of the Parties, a Fixed Baseline Capacity of [**] MIPS baseline
shall be used in this GDSCVC Arrangement.


[**].






[**] Confidential treatment requested for redacted portion; redacted
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[**]


Note: For the
workloads shown above:


·      GDS
denotes the GDS Workload as defined above


·      DM
denotes the Deltamatic TPF Workload


·      OSS
denotes the Delta OSS System


·      DVM
denotes Delta VM Systems


·      LTST
denotes the Worldspan Large Test System


·      VM
denotes the Worldspan VM Systems


·      [**]


GDSCVC
Reporting:


[**].  This report (the “GDSCVC Report”) will be
provided to IBM on a monthly basis, in the format of a Microsoft Excel
spreadsheet, and will be available to IBM no later than the 10th day of the following month.  Worldspan will deliver the monthly report
electronically to, at a minimum, the IBM AMO Project Executive, the IBM Client
Executive and the IBM AMO Account Support Representative.






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



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IBM will
provide Worldspan with appropriate contact information for each of these
individuals, and will update that information as applicable.  The contact information as of June 30, 2006
is listed below.  If Worldspan has not
provided this report by the 20th day of the following month, [**].


The GDSCVC
Report will include, at a minimum:


[**].


GDSCVC
Usage Calculation:


[**]


[**].  IBM will provide Worldspan notification, via
electronic mail, of said charges before adding them to the invoice.


Contact
Information for Monthly GDSCVC Reporting


IBM AMO Project Executive — [**]


IBM AMO Account Support Representative —
[**]


IBM Client
Executive — [**]






[**] Confidential treatment requested for redacted portion; redacted
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GDSCVC
Adjustments


All GDSCVC
Adjustments, as described below, shall be confirmed by the Parties in an Order
Letter.


1.  Adjustments for Additional Capacity:


Should
Worldspan choose to alter the number of CPs defined to a GDS LPAR, or alter the
overall number of CPs activated for any workload on a Machine installed in the
GDS Complex, [**], the GDSCVC Capacity Available and the GDSCVC Utilization
values used for calculation in this Section shall require adjustment.  Such adjustment will be made utilizing the
applicable value of the resulting Machine configuration from the Assumed
Activated CP Capacity (in MIPS) for GDSCVC Calculation Purposes Table, [**].


The sum of
the GDSCVC Capacity Available calculations for each altered Machine shall then
equal the total GDSCVC Capacity Available for the GDS Complex.


[**].


2. Adjustments for the
Departure of the Deltamatic Fixed Capacity:


If Worldspan should cease to host, in its entirety, the Deltamatic TPF
Workload, Worldspan may redeploy the [**] Deltamatic MIPS to the GDS Complex.”


16. 
Additional Capacity.


Section 7 of the AMO Agreement is deleted and replaced
in its entirety with the following:


“7.
Additional Capacity


As a result of the
ongoing strategic and financial relationship between Worldspan and IBM, IBM
will provide Worldspan:


[**].


[**].




Additionally, IBM
Credit will offer Worldspan a [**]
for any Additional Capacity that Worldspan may acquire for use in a separate
Delta data center created by Worldspan after June 30, 2006.  Terms related to this [**] for such future
Additional Capacity will be dependent on the term of the Lease for these
Machines and will be mutually stipulated and documented appropriately at the
time the future leases for those Machines commence.




The charges for
Additional Capacity will apply for the term specified in an Order Letter, as
defined in the IBM Credit Financing section of this AMO Agreement, ending no
later than the Expiration Date.”






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



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17.  Additional Capacity Vertical Upgrades for
S/390 Machines in Exhibits B-1 and B-2.


Section 8 of the AMO Agreement, entitled “Additional
Capacity Vertical Upgrades for S/390 Machines in Exhibit B-2”, and Section 8.1
of the AMO Agreement, entitled “Additional Capacity Vertical Upgrades for S/390
Machines in Exhibit B-1”, are deleted in their entirety.


18. 
Maintenance Services.


The text of Section 12 of the AMO Agreement, entitled “Maintenance
Services”, is deleted in its entirety and replaced 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 and for the Processors listed in Exhibit C.  The terms governing these Maintenance
Services are contained in the IBM Master Services Attachment for Service Elite,
Attachment number MAB7X7W, currently in effect 
between IBM and Worldspan or any follow-on agreement that may
subsequently be agreed-to that applies to the types of Machines subject to this
Amendment 3.  Additional terms specific
to this AMO Agreement are contained in Exhibit H to this AMO Agreement.


[**]


19.  AMO Implementation Services.


Section 13 of the AMO
Agreement, entitled “Value Added Services” is deleted in its entirety and
replaced with the following:


“13.  AMO Implementation Services


Included in the
Monthly Payment are charges for AMO Implementation Services to assist Worldspan
with the implementation of this AMO Agreement. 
AMO Implementation Services include, but are not limited to, the
following:


1.             Backlog
review and management


2.             AMO
inventory management


3.             Assistance
with Base Capacity requirements changes


4.             Tracking
of any services, software and/or maintenance allotments


5.             Documents
required to implement the Base Capacity and Additional Capacity


6.             AMO contract management activities


The Parties agree
that the AMO Implementation Services are intended solely to assist with
Worldspan’s implementation of this AMO Agreement and shall be deemed accepted
in the month performed.


The provisions of
this Section shall be deemed a Statement of Work as defined in the ICA;
provided, however, that Worldspan does not assume any additional obligations
not specifically described therein.”


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
July 1, 2007, terminate this AMO






[**] Confidential treatment requested for redacted portion; redacted
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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.  December 2003 Product Acquisition.


Section 31, of the
AMO Agreement, entitled “December 2003 Product Acquisition”, which was added by
Amendment 2, is deleted in its entirety.


22.  Adverse Economic Event


The AMO Agreement is amended by deleting Section 32 entitled “Adverse
Economic Event,” which was added in Amendment 2, in its entirety and replacing
it with the following:


“32.  Adverse Economic Event


With 30 days prior written notice, Worldspan
can reduce the capacity for the Machines in Exhibit B via model downgrades by
up to [**] MIPS if and only if Worldspan has a significant decrease in capacity
requirements caused by a single customer of Worldspan terminating its agreement
with Worldspan.  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 $[**] by which such
capacity is reduced.”


23.  GDS Utilization Credits.


The AMO Agreement
is amended by adding after Section 32 thereof a new Section 33 to read as
follows:


“33.  GDS
Utilization Credits


The AMO Agreement includes certain credits and rebates, as described
below, that may be earned by Worldspan based on the sum of the fixed and
variable MIPS capacity utilized within the GDS Complex.  These credits and rebates are defined below
and entitled the “Fixed Capacity Credit,” “Fixed Usage Credit” and “Variable
Capacity Credit” (collectively, the “GDS Utilization Credits”).


As used in this AMO Agreement, “GDS Utilization Credit Year” means the
Contract Year commencing on July 1, 2006 or any anniversary thereof, and “GDS
Utilization Credit Quarter” means each of the four (4) sequential three (3)
month periods following the commencement of each such GDS Utilization Credit
Year.


“Utilization Attainment” means the average capacity utilization of the
GDS Complex over certain defined measurement periods (each, a “Measurement
Period”).  Utilization Attainment will be
determined by the GDSCVC Report generated daily for each of
the eight (8) partitions on the GDS Workload Machine (for clarity, the GDS
Complex) for the applicable Measurement Period. 
Utilization Attainment will be measured in MIPS and computed as the sum
of each day’s peak utilization (as defined in the sub-section of Section 6
above entitled “GDSCVC Reporting”) for each of the eight (8) GDS Partitions. The
peak twenty-two (22) days for each month in the period being measured will be
added together to derive the total for the applicable Measurement Period.  For example, the peak twenty-two (22) days
for each of the three (3) months in a GDS Utilization Credit Quarter shall be
added together to derive the total for the applicable GDS Utilization Credit
Quarter.  For a GDS Utilization Credit
Year, the peak twenty-two (22) days for each of the twelve (12) months in the
GDS Utilization Credit Year shall be added together to derive the total
Utilization Attainment.


IBM has no obligation to provide subsequent GDS Utilization Credits for
GDS Utilization after June 30, 2011, unless the term of this AMO Agreement is
extended in accordance with Section 38.


Unless otherwise agreed to by IBM, GDS Platform usage pursuant to this
AMO Agreement shall not be considered eligible revenues for purposes of any
other existing IBM revenue credit or rebate structures.






[**] Confidential treatment requested for redacted portion; redacted
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GDS Utilization Credits may be used toward future
purchases of additional Products or Services by Worldspan, directly from IBM,
as confirmed in Transaction Documents (as defined in the ICA) executed by the
Parties after June 30, 2006.  GDS
Utilization Credits may not be applied against the Monthly Payment.  Each such GDS Utilization Credits must be
used within twenty-four (24) months of issuance, as confirmed by the Parties in
an Order Letter.  Any such GDS
Utilization Credit not used within twenty-four (24) months following issuance
shall be forfeited.


Quarterly, IBM will provide a report to Worldspan
which will include a description of the GDS Utilization Credits then available
to Worldspan, including any that have accrued since the last such report, and a
reconciliation of any such credits that have been used or expired since the
last such report.  If there is any
discrepancy in the parties’ records regarding these credits, IBM and Worldspan
will work together in good faith to resolve the discrepancy.


Should Worldspan fail to pay the Monthly Payment in
accordance with the terms of the AMO Agreement, then Worldspan agrees that IBM,
in its sole discretion, may immediately withhold the aforementioned GDS
Utilization Credits.  If Worldspan has
previously used such GDS Utilization Credits, then Worldspan shall repay IBM an
amount equal to such Fixed Utilization Credits upon receipt of an invoice from
IBM.


GDS Utilization Credits are not financed by IBM Credit.


33.1        Fixed
Capacity Credits


Worldspan will install the GDS Complex described in the Capacity Plan
set forth in Section 1 of Exhibit B.   
Upon June 30, 2006, IBM shall provide Worldspan with a credit on account
in the amount of $[**] (“Fixed Capacity Credit”) for GDS Utilization Credit
Year 1.   For GDS Utilization Credit Year
1 only, the Fixed Capacity Credit is not subject to Worldspan’s meeting the “Fixed
Capacity Credit Objective” defined below.


For subsequent GDS Utilization Credit Years, provided
Worldspan has attained the applicable “Fixed Capacity Credit Objective” in the
immediately proceeding GDS Utilization Credit Year, IBM shall provide Worldspan
with an additional credit on account in the amount of $[**] as of the beginning
of the applicable GDS Utilization Credit Year. 
Fixed Capacity Credits shall not be prorated for partial achievement of
the Fixed Capacity Credit Objective. 
Further, unearned Fixed Capacity Credits, if any, do not accumulate and
may not be earned in subsequent Contract Years.


The Fixed Credit Objective shall be Utilization
Attainment of [**] MIPS per GDS Utilization Credit Year.


The Fixed Capacity Credit for GDS Utilization Credit
Year 1 will be issued no later than July 31, 2006.  Thereafter Fixed Capacity Credits will be
issued, if earned, within sixty (60) days of the beginning of the applicable
GDS Utilization Credit Year.  Usage
reporting delays may result in a delay in issuing the Fixed Capacity Credit.


33.2        Fixed
Usage Credit


In each GDS Utilization Credit Year, IBM will provide Worldspan a usage
credit (“Fixed Usage Credit”) when Worldspan’s Utilization Attainment over the
GDS Utilization Credit Year exceeds [**] MIPS (“Fixed Usage Objective”), as
determined by the GDSCVC Report.  This
objective does not represent any commitment by Worldspan, but exceeding the
Fixed Usage Objective will provide Worldspan with the Fixed Usage Credits
described below.


With respect to the Fixed Usage
Credits, the Measurement Period shall be a GDS Utilization Credit Year.


For each GDS Utilization Credit Year in which
Worldspan’s Utilization Attainment exceeds the Fixed Usage Objective by an
amount within the ranges shown in the table below, Worldspan shall receive the






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corresponding Fixed Usage Credit amount shown in such
table for [**] Utilization Attainment over the Fixed Usage Objective.


The maximum Fixed Usage Credit that will be paid in each Contract Year
is $[**].


Fixed Usage Credits shall be advanced quarterly, as described below,
but earned annually.  Any advanced but
not earned Fixed Usage Credits will reduce the Fixed Usage Credit or Variable
Capacity Credit available to be earned by Worldspan during the subsequent GDS
Utilization Credit Year.  Fixed Usage
Credits not earned during the applicable GDS Utilization Credit Year are
forfeit and may not be carried forward towards subsequent GDS Utilization
Credit Years.


Fixed
Usage Credits Table




	
  Annual Utilization

  Attainment

  	
   

  	
  Fixed Usage Credit

  [**]

  	
   

  
	
  [**]

  	
   

  	
  $

  	
  [**

  	
  ]

  
	
  [**]

  	
   

  	
  $

  	
  [**

  	
  ]

  






 


At the end of each
GDS Utilization Credit Quarter, the Utilization Attainment for such Quarter
shall be calculated and annualized for purposes of determining the amount of
the Fixed Usage Credit to be advanced from the table above.  Once the Utilization Attainment has been
determined for the applicable GDS Utilization Credit Quarter and annualized,
then the annual Fixed Usage Credit amount shown in the table above will be
divided by twelve (12) months and multiplied by three (3) months, and then
netted against any previously issued Fixed Usage Credit for the applicable GDS
Utilization Credit Year to determine the amount of Fixed Usage Credit to be
advanced for that GDS Utilization Credit Quarter.  Credit deficits remaining, if any, will be
netted against the Variable Usage Credit for that GDS Utilization Credit
Quarter.  If any credit deficits remain
even after netting them against the Variable Usage Credit for that GDS
Utilization Credit Quarter, then such remaining deficit shall be netted against
the next GDS Utilization Credit Quarter’s credits due to Worldspan, until the
deficit is resolved.


Fixed Usage Credits are only provided [**].  No Fixed Usage Credits apply if Worldspan’s
Utilization Attainment does not meet this minimum Fixed Usage Objective for the
applicable GDS Utilization Credit Year.


Fixed Usage Credits will be issued quarterly and
within sixty (60) days after the end of any GDS Utilization Credit Quarter as
confirmed by an Order Letter.  Reporting
delays may result in a delay in issuing the Fixed Usage Credit.


At the end of each GDS Utilization Credit Year, the Parties will
reconcile the Fixed Usage Credit amounts advanced for the GDS Utilization
Credit Quarters within that GDS Utilization Credit Year to the final
Utilization Attainment reported for the GDS Utilization Credit Year.  For any GDS Utilization Year in which the
amount advanced is less than the amount earned, IBM shall issue additional
earned credits within sixty (60) days of the date of the reconciliation.  For each GDS Utilization Credit Year other
than the last one, should the amount advanced be more than the amount earned
during the applicable GDS Utilization Credit Year, then any such overpayment to
Worldspan will be deducted from any Fixed Usage Credits or Variable Capacity
Credits that might be earned in the next subsequent GDS Utilization Credit
Year.  Upon the termination or expiration
of this AMO Agreement, any Fixed Usage Credits that were credited but not
earned, will be repaid to IBM by Worldspan upon the receipt of an invoice from
IBM.


33.3        Variable Capacity Credit


IBM will provide Worldspan a “Variable Capacity Credit” [**] as further
described in this section.


For clarity, Variable Capacity Credits will be paid for each day that
Worldspan uses more than [**] MIPS of Variable Capacity [**] $[**] [**]






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



 13
 






 



 


[**].  Such Variable Capacity
Credits shall be determined monthly and shall be based upon the  [**] such month.


For all such Variable Capacity MIPS usage, Worldspan shall receive a
Variable Capacity Credit of $[**].


Variable Capacity Utilization Attainment will be determined by the GDSCVC Report
(as defined in Section 6).


Variable Capacity Credits will be issued monthly and
within sixty (60) days after the end of any month, as confirmed by an Order
Letter.  Usage reporting delays may
result in a delay in issuing the Variable Capacity Credit.”


24.  Additional Agreements.


The AMO Agreement is amended by adding after
new Section 33, a new Section 34 to read as follows:


“34. 
Additional Agreements


“The Additional
Agreements listed below will be considered Included Agreements for purposes of
Section 3 of this AMO Agreement and any monthly charges that would otherwise be
payable pursuant to any of them after June 30, 2006 through the Expiration
Date, or any extension of the term pursuant to Section 38, will be included in
the Monthly Payment and not separately payable. 
Any such charges that are due or become due on or before June 30, 2006
or after the Expiration Date are not included in the Monthly Payment and will
be invoiced separately to Worldspan.


1.               Amendment #2 to
Enterprise Software Option Agreement


2.               Amendment #5 to IBM
WebServer Software Special Option


3.               IBM
Master Services Attachment for Service Elite, Attachment number MAB7X7W,
Statement of Work number A64K9H.


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


25.  Program-related Services Allotments.


The AMO Agreement is amended by adding after
new Section 34, a new Section 35 to read as follows:


“35. 
Program-related Services Allotments


The following three (3) allotments for IBM Program-related Services
will be applicable with respect to this AMO Agreement:


35.1        VM Software Subscription and Support Allotment (the “VM S&S Allotment”)


From June 30, 2006 through the end of
the term of this AMO Agreement, as it may be extended pursuant to
Section 38, IBM is including an allotment in the Monthly Payment to be
applied to monthly charges and reinstatement fees due IBM for Software
Subscription and Support (“S&S”) acquired directly from IBM and associated
with VM one-time-charge software.  This
allotment will be referred to as the “VM S&S Allotment.”


All
S&S acquired under this section will be acquired at the then current fair
values for such S&S or in accordance with any other agreements that may
currently be in effect between IBM and Worldspan at the time of the
transaction, and such acquisition of S&S and use of this VM S&S
Allotment shall be confirmed by a[**] and a Statement of Work or other
transaction document, if applicable.






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



 14
 






 



 


The
amount of the VM S&S Allotment is set forth in the following table:




	
  Period

  	
   

  	
  Amount

  	
   

  
	
  7/01/06 – 6/30/07

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/07 – 6/30/08

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/08 – 6/30/09

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/09 – 6/30/10

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/10 – 6/30/11

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Any Subsequent
  Contract Year

  	
   

  	
  $

  	
  [**]

  	
   

  






 


The total VM S&S Allotment over
the five (5) years through June 30, 2011 is $[**], but will be increased as
applicable if the term of this AMO Agreement is extended pursuant to Section
38.


IBM will perform a reconciliation
annually to compare the VM S&S Allotment to the actual charges due IBM for
such S&S.  In the event that
Worldspan does not use the entire VM S&S Allotment by the end of each year,
Worldspan may elect, upon prior written notice to IBM, to defer the VM S&S
Allotment to the following year or apply any remaining balance allocated for
that Contract Year towards acquiring other S&S under this AMO Agreement, as
confirmed by an Order Letter.


In the event of expiration or termination of this AMO Agreement, [**]
percent ([**]%) of any unused VM S&S Allotment on the date of expiration or
termination will be retained by IBM and the remaining amount (for clarity, [**]
percent ([**])% of the remaining unused VM S&S Allotment) shall be refunded
to Worldspan.


The VM S&S acquired under this VM S&S Allotment is not financed
by IBM Credit.


35.2        Distributed Software Subscription and Support Allotment
(the “Distributed S&S Allotment”)


From June 30, 2006 through the end of
the term of this AMO Agreement, as it may be extended pursuant to
Section 38, IBM is including an allotment in the Monthly Payment to be
applied to monthly charges and reinstatement fees due IBM for S&S acquired
directly from IBM and associated with distributed, one-time-charge
software.  The Monthly Payment also
assumes that Worldspan will finance the S&S acquired with this
allotment.  This allotment will be
referred to as the “Distributed S&S Allotment.”


All
S&S acquired under this section will be acquired at the then current fair
values for such S&S or in accordance with any other agreements that may
currently be in effect between IBM and Worldspan at the time of the
transaction, and such acquisition of S&S and use of this Distributed
S&S Allotment shall be confirmed by [**] and a Statement of Work or other
transaction document, if applicable.


The
amount of the Distributed S&S Allotment is set forth in the following
table:




	
  Period

  	
   

  	
  Amount

  	
   

  
	
  7/01/06 – 6/30/07

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/07 – 6/30/08

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/08 – 6/30/09

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/09 – 6/30/10

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/10 – 6/30/11

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Any Subsequent
  Contract Year

  	
   

  	
  $

  	
  [**]

  	
   

  






 


The total Distributed S&S
Allotment over the five (5) years through June 30, 2011 is $[**], but will be
increased as applicable if the term of this AMO Agreement is extended pursuant
to Section 38.






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



 15
 






 



 


IBM will perform a reconciliation
annually to compare the Distributed S&S Allotment to the actual charges due
IBM for such Distributed S&S.  In the
event that Worldspan does not use the entire Distributed S&S Allotment by
the end of each year, Worldspan may elect, upon prior written notice to IBM, to
defer the Distributed S&S Allotment to the following year or apply any
remaining balance allocated for that Contract Year towards acquiring other
S&S under this AMO Agreement, as confirmed by an Order Letter.


In the event of expiration or termination of this AMO Agreement, [**]
percent  ([**]%) of any unused
Distributed S&S Allotment on the date of expiration or termination will be
retained by IBM and the remaining amount (for clarity, [**] percent ([**]%) of
the remaining unused Distributed S&S Allotment) shall be refunded to
Worldspan.


The individual financing transactions will commence upon Worldspan’s
acceptance of the financed items in accordance with the terms of the TLA, as
confirmed by the Parties in an Order Letter. 
For all S&S acquired from IBM, IBM Credit will not be liable for any
dispute that may arise between Worldspan and IBM.


35.3        SoftwareXcel
Allotment


From June 30, 2006 through the end of
the term of this AMO Agreement, as it may be extended pursuant to
Section 38, IBM is including an allotment in the Monthly Payment to be
applied to monthly charges and reinstatement fees due IBM for SoftwareXcel Services acquired directly from
IBM.  This allotment will be
referred to as the “SoftwareXcel Allotment.”


All
SoftwareXcel Services acquired under this section will be acquired at the then
current fair values for such SoftwareXcel Services or in accordance with any
other agreements that may currently be in effect between IBM and Worldspan at
the time of the transaction, and such acquisition of SoftwareXcel services and
use of this SoftwareXcel Allotment shall be confirmed by an Order Letter and a
Statement of Work, if applicable.


The amount of the SoftwareXcel
Allotment is $[**] per month.  The total
SoftwareXcel Allotment over the five (5) years through June 30, 2011 is $[**],
but will be increased as applicable if the term of this AMO Agreement is
extended pursuant to Section 38 in the amount of $[**] per month.


IBM will perform a reconciliation
annually to compare the SoftwareXcel Allotment to the actual charges due IBM
for such SoftwareXcel Services.  In the
event that Worldspan does not use the entire SoftwareXcel Allotment by the end
of each year, Worldspan may elect, upon prior written notice to IBM, to defer
the SoftwareXcel Allotment to the following year or apply any remaining balance
allocated for that Contract Year towards acquiring other Program-related
Services under this AMO Agreement, as confirmed by an Order Letter.


In the event of expiration or termination of this
AMO Agreement, [**] percent ([**]%) of any unused SoftwareXcel Allotment  on the date of expiration or termination will be retained by IBM and the
remaining amount (for clarity, [**] percent ([**]%) of the remaining unused
SoftwareXcel Allotment) shall be refunded to Worldspan.


The SoftwareXcel Services acquired under the SoftwareXcel Allotment are
not financed by IBM Credit.


35.4        z/OS OTC Allotment


From June 30, 2006 through the end of
the term of this AMO Agreement, as it may be extended pursuant to Section 38,
IBM is including an allotment in the Monthly Payment to be applied to monthly
charges and reinstatement fees due IBM for subscription and support acquired directly from IBM associated with
zSeries one time charge software (the “z/OS OTC Services”).  The Monthly Payment also assumes that
Worldspan will finance all or a portion of the S&S acquired with this
allotment.  This allotment will be
referred to as the “z/OS OTC
Allotment.”






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



 16
 






 



 


All z/OS OTC Services acquired under this section will
be acquired at the then current fair values for such z/OS OTC Services or in accordance with any other agreements that
may currently be in effect between IBM and Worldspan at the time of the
transaction, and such acquisition of z/OS
OTC Services and use of this z/OS
OTC Allotment shall be confirmed by an Order Letter and a Statement of
Work, if applicable.


The amount of the z/OS OTC Allotment is set forth in the
table below:




	
  Period

  	
   

  	
  Amount

  	
   

  
	
  7/01/06 – 6/30/07

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/07 – 6/30/08

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/08 – 6/30/09

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/09 – 6/30/10

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  7/01/10 – 6/30/11

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Any Subsequent
  Contract Year

  	
   

  	
  $

  	
  [**]

  	
   

  






 


The total z/OS OTC Allotment over the
five (5) years through June 30, 2011 is $[**], but will be increased as
applicable if the term of this AMO Agreement is extended pursuant to Section
38.


IBM will perform a reconciliation
annually to compare the z/OS OTC
Allotment to the actual charges due IBM for such z/OS OTC Services.  In the
event that Worldspan does not use the entire z/OS OTC Allotment by the end of each year, Worldspan may elect,
upon prior written notice to IBM, to defer the z/OS OTC Allotment to the following year or apply any remaining
balance allocated for that Contract Year towards acquiring other
Program-related Services under this AMO Agreement, as confirmed by an Order
Letter.


In the event of expiration or termination of this
AMO Agreement, [**] percent ([**]%) of any unused z/OS OTC Allotment on the date of expiration or termination will be
retained by IBM and the remaining amount (for clarity, [**] percent ([**]%) of
the remaining unused z/OS OTC
Allotment) shall be refunded to Worldspan.


The individual financing transactions will commence upon Worldspan’s
acceptance of the financed items in accordance with the terms of the TLA, as
confirmed by the Parties in an Order Letter. 
For all z/OS OTC Services acquired from IBM, IBM Credit will not be
liable for any dispute that may arise between Worldspan and IBM.”


26.  Maintenance Services Allotment.


The AMO Agreement is amended by adding after
new Section 35, a new Section 36 to read as follows:


“36.  IBM
Maintenance Services Allotment


From June 30, 2006 through the end of
the term of this AMO Agreement, as it may be extended pursuant to
Section 38, IBM is including an allotment in the Monthly Payment to be
applied to charges associated with Maintenance Services acquired directly from
IBM that are not included in this AMO as of June 30, 2006 (the “Additional
Maintenance Services”).  This allotment
will be referred to as the “IBM Maintenance Services Allotment.”


All
Additional Maintenance Services acquired under this section will be acquired at
the then current fair values for such Additional Maintenance Services or in
accordance with any other agreements that may currently be in effect between
IBM and Worldspan at the time of the transaction, and such acquisition of
Additional Maintenance Services and use of this IBM Maintenance Services
Allotment shall be confirmed by a[**] and a Statement of Work, if applicable.






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



 17
 






 



 


The amount of the IBM Maintenance
Services Allotment is $[**] per month, commencing on January 1, 2007.   However, Worldspan may, at any time, reduce
or eliminate any remaining or unused IBM Maintenance Services Allotment by giving
IBM prior written notice.  Effective as
of the time the IBM Maintenance Services Allotment is reduced or eliminated,
the Monthly Payment shall be reduced by the same amount by which  the IBM Maintenance Services Allotment is
reduced or, if it is eliminated, by the full amount of remaining or unused IBM
Maintenance Services Allotment.


IBM will perform a reconciliation
annually to compare the IBM Maintenance Services Allotment to the actual
charges due IBM for such Additional Maintenance Services.  In the event that Worldspan does not use the
entire IBM Maintenance Services Allotment by the end of each year, Worldspan
may elect, upon prior written notice to IBM, to defer the IBM Maintenance
Services Allotment to the following year or apply any remaining balance
allocated for that Contract Year towards acquiring other Maintenance Services,
other than those that are already included in this AMO Agreement, under this
AMO Agreement, as confirmed by an Order Letter. 
Nothing herein shall be construed to allow Worldspan to use this IBM
Maintenance Services Allotment for Maintenance Services included in this AMO
Agreement as of June 30, 2006.


In the event of expiration or termination of this AMO Agreement, [**]
percent ([**]%) of any unused IBM Maintenance Services Allotment on the date of
expiration or termination will be retained by IBM and the remaining amount (for
clarity, [**] percent ([**]%) of the remaining unused IBM Maintenance Services
Allotment) shall be refunded to Worldspan.


The Additional Maintenance Services acquired under this IBM Maintenance
Services Allotment are not financed by IBM Credit.”


27.  zSeries Hardware Allotment.


The AMO Agreement is amended by adding after
new Section 36, a new Section 37 to read as follows:


“37. 
zSeries Hardware Allotment


From June 30, 2006 through the end of
the term of this AMO Agreement, as it may be extended pursuant to
Section 38, the Monthly Payment assumes that Worldspan will acquire
certain new zSeries Machines not included in Base Capacity directly from
IBM.  The Monthly Payment also (i)
assumes that Worldspan will lease the new zSeries Machines from IBM Credit and
(ii) includes charges associated with an allotment to be used for that
purpose.  This allotment will be referred
to as the “zSeries HW Allotment.”  The
individual leases will commence upon Worldspan’s acceptance of the leased items
in accordance with the terms of the TLA, as confirmed by the Parties in an
Order Letter.


Upon the
Worldspan’s decision to lease the zSeries Machines, IBM Credit agrees to make
payments to IBM for the purchase of such zSeries Machines pursuant to the terms
and conditions of the TLA.  If sales tax
is included on the IBM invoice, such applicable taxes will be paid by IBM
Credit.  Any such financed sales tax will
result in an adjusted increase to the Monthly Payment and shall be confirmed by
an Order Letter.  The Monthly Payment
includes the Rent due under the IBM Credit lease for the zSeries Machines.


For
zSeries Products acquired from IBM, IBM Credit will not be liable for any
dispute that may arise between Worldspan and IBM.


All
zSeries Machines acquired under this section will be acquired at the then
current fair values for such zSeries Machines or in accordance with any other
agreements that may currently be in effect between IBM and Worldspan at the
time of the transaction, and such acquisition of zSeries Machines and use of
this zSeries HW Allotment shall be confirmed by [**]and a Purchase Supplement
or other transaction document, if applicable.






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



 18
 






 



 


The amount of the zSeries HW
Allotment is $ [**] per month, commencing on January 1, 2007.  However, Worldspan may, at any time, reduce
or eliminate any remaining or unused zSeries HW Allotment by giving IBM prior
written notice.  Effective as of the time
the zSeries HW Allotment is reduced or eliminated, the Monthly Payment shall be
reduced by the same amount by which the zSeries HW Allotment is reduced or, if it
is eliminated, by the full amount of remaining or unused zSeries HW Allotment.


IBM will perform a reconciliation
annually to compare the zSeries HW Allotment to the actual charges due IBM for
such zSeries Machines.  In the event that
Worldspan does not use the entire zSeries HW Allotment by the end of each year,
Worldspan may elect, upon prior written notice to IBM, to defer the zSeries HW
Allotment to the following year or apply any remaining balance allocated for
that Contract Year towards acquiring zSeries Machines, other than those that are
already included in this AMO Agreement, under this AMO Agreement, as confirmed
by an Order Letter.  Nothing herein shall
be construed to allow Worldspan to use this zSeries HW Allotment for zSeries
Machines included in this AMO Agreement as of June 30, 2006.


In the event of expiration or termination of this AMO Agreement, [**]
percent ([**]%) of any unused zSeries HW Allotment on the date of expiration or
termination will be retained by IBM and the remaining amount (for clarity, [**]
percent ([**]%) of the remaining unused zSeries HW Allotment) shall be refunded
to Worldspan.”


28.  AMO
Agreement Extension.


The AMO Agreement is amended by adding after new
Section 37 a new Section 38 to read as follows:


“38.  AMO Agreement Extension


Worldspan may
request two (2) separate one-year extensions of the Initial Term of this AMO
Agreement prior to the Expiration Date, as it may have been previously
extended.  Any such request is subject to
credit approval, which will not be unreasonably
withheld.  Worldspan must provide IBM written notice of
each such extension at least ninety (90) days prior to the then-current
Expiration Date.  Upon any such
extension, the Expiration Date and the Initial Term shall be correspondingly
extended.


Provided that
Worldspan has converted the TPF Complex (as defined in Section 6 of this AMO
Agreement) to zTPF by such Expiration Date, then the then current Monthly
Payment for such extension, as may have been modified by Order Letters, will
not be changed for the extension period for the Products, Services and related
financings subject to the AMO Agreement as of the Expiration Date.  The Parties contemplate that, at the time
that Worldspan may request an extension to this AMO Agreement as described in this
section, that certain transactions described in Order Letters executed after
June 30, 2006 may have been consummated which create obligations to IBM or IBM
Credit which extend past the Expiration Date, or which by their nature result
in an increase or decrease in the Monthly Payment.  The Parties shall reconcile all such Order
Letters and include the sum of any such future obligations to the Monthly
Payments at such time.


If Worldspan has not converted to
zTPF by such Expiration Date, then an annual incremental charge of $[**] per
month will be added to the Monthly Payment.


If any such
extension is requested, then, prior to the Expiration Date, as it may have been
previously extended, the Parties shall execute appropriate documents to confirm
the extension and the Products, Services and Monthly Payment that will apply
during the term of the extension.”






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



 19
 






 



 


29.          Publicity.


The AMO Agreement is amended by adding after new Section
38 a new Section 39 to read as follows:


“39. 
Publicity


Except as otherwise
required by law, no Party shall refer to the existence of this AMO Agreement in
any press releases or otherwise use the other Parties’ names in advertising or
materials distributed to prospective customers or other third parties without
the prior written approval of the other Parties except, however, that Worldspan
and IBM will issue a mutually agreeable, joint press release announcing
Worldspan’s continued commitment to IBM platforms and software.”


30.          [**].


The AMO Agreement is amended by adding after new
Section 39 a new Section 40 to read as follows:


[**]


	
  Agreed
  to:

  	
   

  	
  Agreed
  to:

  
	
   

  	
   

  	
   

  
	
  Worldspan, L.P.

  	
   

  	
  IBM Credit LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeffrey C. Smith

  	
   

  	
  By:

  	
  /s/ David C. Sweeney

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  	
  Authorized Signature

  
	
   

  	
   

  	
   

  
	
  Name (type or print):

  	
  Jeffrey C. Smith

  	
   

  	
  Name (type or print):

  	
  David C. Sweeney

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  6/30/06

  	
   

  	
  Date::

  	
  6/30/06

  
	
   

  	
   

  	
   

  	
   

  
	
  Agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  International Business Machines Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Norman L. Moore

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name (type or print):

  	
  Norman L. Moore

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date::

  	
  6/30/06

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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.



 20














 


Attachment 1


 


Exhibit A


Monthly
Payments


The Monthly Payments shall
be as follows:




	
  Time Period

  	
   

  	
  Monthly Payment

  	
   

  
	
  Each month from July
  2006 through June 2011

  	
   

  	
  $

  	
  [**]

  	
   

  
					






 






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


 



 21
 






 



Attachment 2


 


Exhibit B

Capacity Plan


Processor Capacity Plan


Environment
definitions by Workload:


TPF
Complex: Worldspan GDS, Deltamatic, OSS, DL1, Large Test (LTST), VM. This TPF
Complex, composed of [**] Machines, will be created via the upgrade of [**]
([**]) [**] processors currently operating in the existing GDS System. These
Machines will be shipped by IBM on or before June 30, 2006. The displaced
Machines must be returned to IGF within 60 days of the shipment of the [**]
Machines. Normal installation of the [**] Machines, de-installation, packing
and return shipping of the displaced [**] Machines will not be separately
chargeable to Worldspan, however should Worldspan fail to return any of the
Displaced Machines within the 60 day period, as described above, IBM shall
charge Worldspan a rental fee of $[**] per month for each retained Machine for
each month or partial month in excess of the 60 day return period described
above.




Worldspan
zOS Complex: zOS applications currently hosted on [**] serials 240DA and 48302.
This complex will be created via modification to [**] ([**])[**]. The displaced
[**] Machines must be removed from service upon installation of the [**]
Machines into the zOS environment.




Processor
Capacity Additions and Alterations


For
all the Machines in the section below, IBM shall be responsible for normal
installation of the new machines and de-installation of displaced Machines if
those Machines are leased to Worldspan under this AMO Agreement. IBM will also
be responsible for the normal de-installation and re-installation of the [**]
Machines being moved from the TPF to zOS environments. IBM will not provide,
nor be liable for, de-installation or other services for Machines not leased
under this AMO agreement or for movement of machines between buildings.


Worldspan
TPF Complex:


IBM will deliver [**]
processors as specified below for used in the TPF Complex as defined above:




	
  Delivery Date

  	
   

  	
  Machine

  Delivered

  	
   

  	
  Serial

  number

  displaced

  	
   

  	
  Serial number

  replacement

  Machine

  	
   

  	
  System Identifier

  (see Attachment 1)

  	
   

  	
  Return Date

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  






Note 1: These Machines will be installed as the Models
described in the GDS Complex Variable Capacity Section of this Amendment.


Note 2:   These Machines will be delivered via hybrid
upgrades. For these Machines, the following provisions shall apply.


Each transaction
shall have a Replacement Machine and a Displaced Machine specified, as defined
below.


Each Replacement Machine
shall be the result of a new IBM upgrade being added to a used IBM Credit base
Machine. After installation of the Replacement Machine, on the date to be
specified in the Order Letter documenting the transaction, the Displaced
Machine will be returned to IBM Credit pursuant to the Term Lease Supplement
for Termination of Lease/Prepayment of Financing. The Lease associated with
each Displaced Machine will be






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



 22
 






 



 


terminated and the Lease
termination charge will be financed by IBM Credit upon the installation of the
Replacement Machine.


In the event Worldspan
chooses to migrate the GDS complex to new IBM DASD, IBM agrees to provide, on a
[**]. The Parties agree to execute the appropriate loaner documentation prior
to the initiation of the [**].


Worldspan zOS Complex:


IBM will move these
Machines from their current location in the Worldspan GDS to operation in the
Worldspan zOS complex. These Machines will be modified as shown in the
configurations below.


	
  Delivery Date

  	
   

  	
  Machine

  Redeployed

  	
   

  	
  Machine Fixed

  Capacity

  Enabled

  	
   

  	
  Machine Serial

  number

  	
   

  	
  Serial

  number

  displaced

  	
   

  	
  System Identifier

  (see Attachment 1)

  	
   

  	
  Return

  Date

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  [**]

  	
   

  	
  [**]

  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  July 2006

  	
   

  	
  [**]

  [**]

  	
   

  	
  [**]

  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 






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



 23
 






 



 


Attachment
1 to Exhibit B


Configurations
of the [**] for the TPF Complex


[**]


[**]






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



 24
 






 



 


[**]


[**]






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



 25
 






 



 


[**]


[**]






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



 26
 






 



 


[**]


[**]






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



 27
 






 



 


[**]


[**]






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



 28
 






 



 


[**]


[**]






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



 29
 






 



 


[**]


[**]


[**]


[**]


[**]


[**]






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



 30














 


 


[**]


[**]


[**]






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



 31
 






 



 


Attachment 3


 


Exhibit C

Current Machines


1.  The Return Dates
for the Machines below are modified as shown. Maintenance Services for these
Machines are included until the New Return Dates shown.


Processors:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Current Return

  Date

  	
   

  	
  New Return Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  9/30/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  9/30/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  12/31/2006

  	
   

  






 


Storage:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Current Return

  Date

  	
   

  	
  New Return Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  






 






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



 32
 






 



 




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Current Return

  Date

  	
   

  	
  New Return Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  






 






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



 33
 






 



 




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Current Return

  Date

  	
   

  	
  New Return Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2008

  	
   

  	
  6/30/2011

  	
   

  






 






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



 34
 






 



 


2.  The following
Worldspan-owned Machines are currently on warranty. Upon warranty expiration,
they will be placed on Maintenance Services until the Maintenance End Date
Shown below.


Storage:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  






 


zOS Storage:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  






 


3.  The following
Worldspan-owned Machines are currently on Maintenance Services and will remain
on Maintenance Services until the Maintenance End Date Shown below.


Processors:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  12/31/2006

  	
   

  






 


Other:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  






 






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



 35
 






 



 




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  






 


Network:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2007

  	
   

  






 


Storage:




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  






 






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



 36
 






 



 




	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  Maintenance

  End Date

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  6/30/2011

  	
   

  






 






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



 37
 






 



Attachment 4


 


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 (collectively,
the “AMO Agreement”).


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 Services for these Machines
and/or Programs.)






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



 38
 






 



 


Contractual Basis for Charges:


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




	
  Settlement/Termination Date

  	
   

  	
  Additional
  Settlement/Termination Percentage

  
	
  10/01/2006

  	
   

  	
  TBD

  
	
  01/01/2007

  	
   

  	
  TBD

  
	
  04/01/2007

  	
   

  	
  TBD

  
	
  07/01/2007

  	
   

  	
  TBD

  
	
  10/01/2007

  	
   

  	
  TBD

  
	
  01/01/2008

  	
   

  	
  TBD

  
	
  04/01/2008

  	
   

  	
  TBD

  
	
  07/01/2008

  	
   

  	
  TBD

  
	
  10/01/2008

  	
   

  	
  TBD

  
	
  01/01/2009

  	
   

  	
  TBD

  
	
  04/01/2009

  	
   

  	
  TBD

  
	
  07/01/2009

  	
   

  	
  TBD

  
	
  10/01/2009

  	
   

  	
  TBD

  
	
  01/01/2009

  	
   

  	
  TBD

  
	
  04/01/2009

  	
   

  	
  TBD

  
	
  07/01/2009

  	
   

  	
  TBD

  
	
  10/01/2009

  	
   

  	
  TBD

  
	
  01/01/2010

  	
   

  	
  TBD

  
	
  04/01/2010

  	
   

  	
  TBD

  
	
  07/01/2010

  	
   

  	
  TBD

  
	
  10/01/2010

  	
   

  	
  TBD

  
	
  01/01/2011

  	
   

  	
  TBD

  
	
  04/01/2011

  	
   

  	
  TBD

  






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.


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






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



 39
 






 



 


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


The Parties agree that:


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


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


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


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


5.               Unless
otherwise agreed to in writing by the Parties and prior to the return to IBM
Credit of any Machine ordered in this Order Letter, 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.


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


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


By signing below,
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:

  	
   

  
										



 






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 40














 


Appendix
5


[**]


[**].






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[**]


[**]






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Attachment
6


Exhibit
H

Machine Maintenance Services


IBM will provide to Worldspan the Maintenance Services
described in the Section of this AMO Agreement entitled “Maintenance Services”,
the IBM Master Services Attachment for Service Elite, Attachment Number MAB7X7W
and this Exhibit H for the Machines identified in Exhibits B and C to this AMO
Agreement (collectively, the “Eligible Machines”).


The IBM Master Services Attachment for Service Elite,
Attachment number MAB7X7W and any referenced Statements of Work and Change
Authorizations shall collectively constitute Statement of Work number A64K9H,
which replaces Statement of Work number AB7X7W in its entirety.   The Specified Location for this Exhibit H is
the Worldspan location in the United States or Puerto Rico where the Machines
listed in Exhibits B and C  and subject
to the AMO Agreement are installed or may be relocated in accordance with this
AMO Agreement.


These Maintenance
Services are available for Machines used normally for business, professional,
or trade purposes, rather than personal, family, or household purposes.  Worldspan agrees that, for on-site Services,
Worldspan’s Specified Location is neither a home nor home office.


Services that
apply for each Specified Location will apply until the Return Date or
Termination Date shown for each Machine on the applicable Exhibit.


1) Charges and Payment


The charges for the Services described in this
Appendix are included in the Monthly Payment and further described in the Section
of the AMO Agreement entitled “Maintenance Services.”


For all Service charges based on usage, upon IBM’s
request, Worldspan will provide IBM with the actual meter reading recording the
actual usage.


2) Installation and Deinstallation


The Monthly Payment includes installation and
deinstallation for Machines listed in Exhibit B.


Installation includes:


·                  transportation
to Worldspan’s location,


·                  unpacking,


·                  installation of
the Machine in accordance with IBM standard installation procedures, and


·                  verification that the Machine is
operating in accordance with its Specifications.


Deinstallation includes:


·                  deinstallation
of the Machine,


·                  packing the
Machine for shipment, and


·                  transportation to the designated IBM
Credit location.


3)  Start of Maintenance Service


When Worldspan orders
Machine Maintenance Services under the AMO Agreement, IBM will inform Worldspan
of the date on which Maintenance Services will begin in an Order Letter. IBM
may inspect the Machine within one month following that date. If the Machine is
not in an acceptable condition for service, Worldspan may have IBM restore it
for a charge. Alternatively, Worldspan may withdraw its request for Maintenance
Services. However, Worldspan will be charged for any Maintenance Services which
IBM has performed at Worldspan’s request.






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4)
Termination of Maintenance Service


Maintenance
Services for each Machine will terminate on the earliest of:


(i) the date the Machine is removed
from production as described below,


Worldspan
may terminate Service for a Machine on one month’s written notice to IBM if
Worldspan permanently removes a Machine from productive use within Worldspan’s
Enterprise.


Upon
such termination IBM will reduce the Monthly Payment by the amount equal to the
amount IBM is charging Worldspan for the Machine for which Service is
terminated.  IBM will disclose this
amount to Worldspan at the time Worldspan notifies IBM that the Machine has
been removed from productive use.  IBM’s
AMO Agreement Executive or equivalent will certify the accuracy of the amount;


(ii) the
Return Date or Maintenance Termination Date for the Machine as shown in Exhibit
B or C; or


(iii)
June 30, 2011.


5) Additional Maintenance Terms


The Parties agree that IBM will provide Worldspan, at
no additional cost, with additional maintenance services as needed, including,
but not limited to:


·                  24x7 support;


·                  around the clock
customer engineer support; and


·                  other
services as described in the IBM Master Services Attachment for ServiceElite






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Attachment 7


Exhibit N

Special Offering Attachment for VM Charges


 Customer
Agreement

Special Offering Attachment for VM Charges


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


1.  Definitions




	
  LPAR

  	
   

  	
  Logical partitions in which an IBM Program runs.

  
	
  MSUs

  	
   

  	
  Millions of Service Units per hour. Units of
  workload capacity of an Eligible Machine.

  
	
  Product LPAR
  Utilization Capacity

  	
   

  	
  The highest number of MSUs utilized by the combined
  LPARs in which a variable workload license charge IBM Program runs
  concurrently during a Reporting Period. The number of MSUs is based on a
  4-hour rolling average utilization.

  
	
  Reporting Period

  	
   

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

  
	
  Sub-Capacity
  Report

  	
   

  	
  A report generated by the IBM-provided Sub-Capacity
  Reporting Tool. The tool analyzes System Management Facilities (“SMF”) data
  and calculates the Product LPAR Utilization Capacity for most variable
  workload charge IBM Programs. The Sub-Capacity Report includes these
  calculations.

  






 


1.  Eligible Programs


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


[**]


[**]


[**]






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[**]


[**]


[**]


[**]


[**]






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[**]


The Programs listed above
are one-time-charge Programs licensed under the terms of the IPLA
(collectively, the [**]). The subscription and support (“Software Maintenance”)
for [**] is provided under the terms of the IBM Agreement for the Acquisition
of Software Maintenance (“IAASM”).


The Programs listed above
are monthly license charge Programs licensed under the terms of the ICA
(collectively, the [**]).  The Software
Maintenance for such [**] is provided under the IAASM.


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


[**]


2.   [**]


3.   [**]






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[**]


4.  General


By accepting these special terms, Worldspan agrees to allow IBM to
audit Worldspan’s compliance with the terms of this agreement upon reasonable
prior notice to Worldspan from IBM. Worldspan understands that IBM may use
information IBM has about Worldspan’s system in its audit activities and agrees
to provide IBM with machine access and/or copies of system tools outputs and/or
other system information as appropriate to conduct such audits.


In the event that IBM makes generally available a sub-capacity offering
supported under VM, this Attachment shall terminate.  This Attachment shall be valid from June 30,
2006 through the termination or expiration of the AMO Agreement.  The terms in this Attachment are IBM
Confidential.






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