Travelport LTD (Form: 10-Q, Received: 05/06/2010 12:55:51)

Monthly

Early Return

Serial Number

Credit

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 31, 2010
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to

Commission File No. 333-141714

Travelport Limited

(Exact name of registrant as specified in its charter)


Bermuda (State or other jurisdiction of incorporation or organization)		98-0505100 (I.R.S. Employer Identification Number)

405 Lexington Avenue
New York, NY 10174
(Address of principal executive offices, including zip code)

(212) 915-9150

(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 6, 2010, there were 12,000 shares of the Registrants’ common stock, par value $1.00 per share, outstanding.

Table of Contents


		Page

PART I	Financial Information	3
Item 1.	Financial Statements (unaudited)	3
	Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (unaudited)	3
	Consolidated Condensed Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009	4
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited)	5
	Consolidated Condensed Statement of Changes in Total Equity for the Three Months Ended March 31, 2010 (unaudited)	6
	Notes to Consolidated Condensed Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II	Other Information	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults upon Senior Securities	36
Item 4.	Removed and Reserved	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
	Signatures	37
EX-10.1
EX-10.2
EX-10.3
EX-31.1
EX-31.2
EX-32

FORWARD-LOOKING STATEMENTS

The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “potential”, “should”, “will” and “would” or other similar words. You should read statements that contain these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing, changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information. References within this Quarterly Report on Form 10-Q to “we”, “our” or “us” means Travelport Limited, a Bermuda company, and its subsidiaries.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:


	•	factors affecting the level of travel activity, particularly air travel volume, including security concerns, general economic conditions, natural disasters and other disruptions;

	•	our ability to achieve expected cost savings from our efforts to improve operational efficiency;

	•	the impact outstanding indebtedness may have on the way we operate our business;

	•	our ability to obtain travel supplier inventory from travel suppliers, such as airlines, hotels, car rental companies, cruise lines and other travel suppliers;

	•	our ability to maintain existing relationships with travel agencies and tour operators and to enter into new relationships;

	•	our ability to develop and deliver products and services that are valuable to travel agencies and travel suppliers;

	•	the impact on supplier capacity and inventory resulting from consolidation of the airline industry;

	•	general economic and business conditions in the markets in which we operate, including fluctuations in currencies;

	•	pricing, regulatory and other trends in the travel industry;

	•	risks associated with doing business in multiple countries and in multiple currencies;

	•	maintenance and protection of our information technology and intellectual property; and

	•	financing plans and access to adequate capital on favorable terms.

We caution you that the foregoing list of important factors may not contain all of the factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the sections captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2010, as amended by Amendment No. 1 to the Form 10-K filed with the SEC on April 16, 2010, as well as any other cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in the forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse effect on our business, results of operations, financial position and cash flows.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

PART I—FINANCIAL INFORMATION


Item 1.	Financial Statements (unaudited)

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
(in $ millions)	2010			2009

Net revenue		581			553

Costs and expenses
Cost of revenue		311			278
Selling, general and administrative		151			150
Restructuring charges		1			6
Depreciation and amortization		58			62

Total costs and expenses		521			496

Operating income		60			57
Interest expense, net		(66	)		(66	)

Loss from operations before income taxes and equity in losses of investment in Orbitz Worldwide		(6	)		(9	)
Provision for income taxes		(12	)		—
Equity in losses of investment in Orbitz Worldwide		(3	)		(161	)

Net loss		(21	)		(170	)
Less: Net income attributable to non-controlling interest in subsidiaries		—			(1	)

Net loss attributable to the Company		(21	)		(171	)

See Notes to Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)


	March 31,			December 31,
(in $ millions)	2010			2009

Assets
Current assets:
Cash and cash equivalents		107			217
Accounts receivable (net of allowances for doubtful accounts of $43 and $59)		407			346
Deferred income taxes		22			22
Other current assets		143			156

Total current assets		679			741
Property and equipment, net		552			452
Goodwill		1,272			1,285
Trademarks and tradenames		413			419
Other intangible assets, net		1,134			1,183
Investment in Orbitz Worldwide		111			60
Non-current deferred income tax		2			2
Other non-current assets		205			204

Total assets		4,368			4,346

Liabilities and equity
Current liabilities:
Accounts payable		138			139
Accrued expenses and other current liabilities		814			765
Current portion of long-term debt		21			23

Total current liabilities		973			927
Long-term debt		3,682			3,640
Deferred income taxes		129			143
Other non-current liabilities		226			228

Total liabilities		5,010			4,938

Commitments and contingencies (note 11)
Shareholders’ equity:
Common shares $1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding		—			—
Additional paid in capital		1,006			1,006
Accumulated deficit		(1,664	)		(1,643	)
Accumulated other comprehensive income		1			30

Total shareholders’ equity		(657	)		(607	)
Equity attributable to non-controlling interest in subsidiaries		15			15

Total equity		(642	)		(592	)

Total liabilities and equity		4,368			4,346

See Notes to Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
(in $ millions)	2010			2009

Operating activities
Net loss		(21	)		(170	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		58			62
Provision for bad debts		—			5
Amortization of debt finance costs		4			4
Loss (gain) on interest rate derivative instruments		2			(5	)
Loss (gain) on foreign exchange derivative instruments		1			(3	)
Equity in losses of investment in Orbitz Worldwide		3			161
FASA liability		(5	)		(8	)
Deferred income taxes		(2	)		(2	)
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		(72	)		(21	)
Other current assets		1			6
Accounts payable, accrued expenses and other current liabilities		4			(32	)
Other		—			(6	)

Net cash used in operating activities		(27	)		(9	)

Investing activities
Property and equipment additions		(114	)		(11	)
Business acquired		(5	)		—
Investment in Orbitz Worldwide		(50	)		—
Other		5			—

Net cash used in investing activities		(164	)		(11	)

Financing activities
Principal repayments		(8	)		(5	)
Proceeds from new borrowings		100			—
Payments on settlement of derivative contracts		(7	)		—
Net share settlement for equity-based compensation		—			(7	)
Distribution to a parent company		—			(42	)

Net cash provided by (used in) financing activities		85			(54	)

Effect of changes in exchange rates on cash and cash equivalents		(4	)		(3	)

Net decrease in cash and cash equivalents		(110	)		(77	)
Cash and cash equivalents at beginning of period		217			345

Cash and cash equivalents at end of period		107			268

Supplementary disclosures
Interest payments		90			90
Income tax payments, net		12			13

See Notes to Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN TOTAL EQUITY

(unaudited)


								Accumulated			Non-
			Additional					Other			Controlling
	Common		Paid in		Accumulated			Comprehensive			Interest in		Total
(in $ millions)	Stock		Capital		Deficit			Income (Loss)			Subsidiaries		Equity

Balance as of January 1, 2010		—		1,006		(1,643	)		30			15		(592	)
Comprehensive (loss) income
Net loss		—		—		(21	)		—			—		(21	)
Currency translation adjustment, net of tax of $0		—		—		—			(25	)		—		(25	)
Unrealized loss on cash flow hedges, net of tax of $0		—		—		—			(8	)		—		(8	)
Unrealized gain on equity investment and other, net of tax of $0		—		—		—			4			—		4

Total comprehensive loss														(50	)

Balance as of March 31, 2010		—		1,006		(1,664	)		1			15		(642	)

See Notes to Consolidated Condensed Financial Statements

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


1.	Basis of Presentation

Travelport Limited (the “Company” or “Travelport”) is a broad-based business services company and a leading provider of critical transaction processing solutions to companies operating in the global travel industry. It operates 20 leading brands, including Galileo and Worldspan global distribution systems (“GDS”) and Gullivers Travel Associates (“GTA”), a wholesaler of travel content. The Company has approximately 5,400 employees and operates in 160 countries. Travelport is a closely held company owned by affiliates of The Blackstone Group (“Blackstone”) of New York, Technology Crossover Ventures (“TCV”) of Palo Alto, California, One Equity Partners (“OEP”) of New York and Travelport management.

These financial statements and other financial information included in this Quarterly Report on Form 10-Q are unaudited. They have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the US Securities and Exchange Commission (“SEC”) for interim reporting. Certain disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

The December 31, 2009 balance sheet was derived from audited financial statements but does not include all disclosures required by US GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Company’s consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of these interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 17, 2010, as amended by Amendment No. 1 to the Form 10-K filed with the SEC on April 16, 2010.


2.	Recently Issued Accounting Pronouncements

Improving Disclosures about Fair Value Measurements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance related to new disclosures about fair value measurements and clarification on certain existing disclosure requirements. This guidance requires new disclosures on significant transfers in and out of Level 1 and Level 2 categories of fair value measurements. This guidance also clarifies existing requirements on (i) the level of disaggregation in determining the appropriate classes of assets and liabilities for fair value measurement disclosures, and (ii) disclosures about inputs and valuation techniques. The Company has adopted the provisions of this guidance, except for the new disclosures around the activity in Level 3 categories of fair value measurements which will be adopted on January 1, 2011, as required. There was no material impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

Accounting and Reporting for Decreases in Ownership of a Subsidiary

In January 2010, the FASB issued guidance related to accounting and reporting for decreases in ownership of a subsidiary. This guidance clarifies the scope of the requirements surrounding the decrease in ownership of a subsidiary and expands the disclosure requirements for deconsolidation of a subsidiary or de-recognition of a group of assets. The Company has adopted the provisions of this guidance. There was no material impact on the consolidated condensed financial statements resulting from the adoption of this guidance.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


2.	Recently Issued Accounting Pronouncements (Continued)

Amendment to Revenue Recognition involving Multiple Deliverable Arrangements

In October 2009, the FASB issued amended revenue recognition guidance for arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management’s best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence of fair value, vendor objective evidence of fair value or third-party evidence is unavailable. This guidance is effective for all new or materially modified arrangements entered into on or after June 15, 2010 with earlier application permitted as of the beginning of a fiscal year. Full retrospective application of the new guidance is optional. The Company is assessing the impact of this new guidance but does not expect a material impact on the consolidated condensed financial statements.

Amendment to Software Revenue Recognition

In October 2009, the FASB issued guidance which amends the scope of existing software revenue recognition accounting. Tangible products containing software components and non-software components that function together to deliver the product’s essential functionality would be scoped out of the accounting guidance on software and accounted for based on other appropriate revenue recognition guidance. This guidance is effective for all new or materially modified arrangements entered into on or after June 15, 2010 with earlier application permitted as of the beginning of a fiscal year. Full retrospective application of the new guidance is optional. This guidance must be adopted in the same period that the Company adopts the amended accounting for arrangements with multiple deliverables described in the preceding paragraph. The Company is assessing the impact of this new guidance but does not expect a material impact on the consolidated condensed financial statements.


3.	Other Current Assets

Other current assets consisted of:


	March 31,		December 31,
(in $ millions)	2010		2009

Upfront inducement payments and supplier deposits		72		70
Sales and use tax receivables		43		48
Prepaid expenses		22		20
Deferred costs		—		10
Other		6		8

		143		156

Deferred costs as of December 31, 2009 relate to costs incurred directly in relation to a proposed offering of securities. These costs were expensed in the first quarter of 2010 due to events occurring in the first quarter of 2010 which resulted in a postponement of the Company’s proposed offering of securities.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


4.	Property and Equipment, Net

Property and equipment consisted of:


	As of							As of
	March 31, 2010							December 31, 2009
			Accumulated							Accumulated
(in $ millions)	Cost		depreciation			Net		Cost		depreciation			Net

Land		4		—			4		4		—			4
Capitalized software		569		(202	)		367		455		(182	)		273
Furniture, fixtures and equipment		238		(133	)		105		230		(129	)		101
Building and leasehold improvements		47		(20	)		27		48		(20	)		28
Construction in progress		49		—			49		46		—			46

		907		(355	)		552		783		(331	)		452

Additions in the three months ended March 31, 2010 include the acquisition of a transaction processing facility software license from International Business Machines Corporation (“IBM”).

The Company recorded depreciation expense of $28 million during each of the three months ended March 31, 2010 and 2009.


5.	Intangible Assets

The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2010 and March 31, 2010 are as follows:


	January 1,						Foreign			March 31,
(in $ millions)	2010			Additions			Exchange			2010

Non-Amortizable Assets:
Goodwill
GDS		979			—			—			979
GTA		306			5			(18	)		293

		1,285			5			(18	)		1,272

Trademarks and tradenames		419			—			(6	)		413

Amortizable Intangible Assets
Customer relationships		1,564			—			(26	)		1,538
Vendor relationships and other		51			—			(2	)		49

		1,615			—			(28	)		1,587
Accumulated amortization		(432	)		(30	)		9			(453	)

Other intangible assets, net		1,183			(30	)		(19	)		1,134

In the three months ended March 31, 2010, the Company made a small acquisition in the GTA business, resulting in goodwill of $5 million.

As of March 31, 2010, the GDS and GTA segments had a gross carrying value of other intangible assets of $1,439 million and $561 million, respectively.

As of December 31, 2009, the GDS and GTA segments had a gross carrying value of other intangible assets of $1,439 million and $595 million, respectively.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


5.	Intangible Assets (Continued)

Amortization expense relating to all intangible assets was as follows:


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
(in $ millions)	2010		2009

Customer relationships		29		33
Vendor relationships and other		1		1

Total*		30		34


*		Included as a component of depreciation and amortization on the consolidated condensed statements of operations.

The Company expects amortization expense relating to intangible assets to be approximately $92 million for the remainder of 2010 and $117 million, $112 million, $110 million, $107 million and $99 million for each of the five succeeding fiscal years, respectively.

The assessment of the fair value of goodwill and other intangible assets requires the utilization of various assumptions, including projections of future cash flows and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and as such, could cause the fair value to be less than the respective carrying amount. Although the Company believes such assets are recoverable as of March 31, 2010, the Company cannot assure that these assets will not be impaired in future periods.


6.	Orbitz Worldwide

The Company accounts for its investment of approximately 48% in Orbitz Worldwide, Inc. (“Orbitz Worldwide”) under the equity method of accounting. As of March 31, 2010 and December 31, 2009, the Company’s investment in Orbitz Worldwide was $111 million and $60 million, respectively. The fair market value of the Company’s investment in Orbitz Worldwide as of March 31, 2010 was approximately $347 million.

On January 26, 2010, the Company purchased approximately $50 million of newly-issued common shares of Orbitz Worldwide. After this investment, and a simultaneous agreement between Orbitz Worldwide and PAR Investment Partners to exchange approximately $49.68 million of Orbitz Worldwide debt for Orbitz Worldwide common shares, the Company continues to own approximately 48% of Orbitz Worldwide’s outstanding shares.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


6.	Orbitz Worldwide (Continued)

Presented below are the summary results of operations for Orbitz Worldwide for the three months ended March 31, 2010 and 2009.


	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
(in $ millions)	2010			2009

Statement of Operations
Net revenue		187			188
Operating expenses		179			179
Impairment of assets		2			332

Operating income (loss)		6			(323	)
Interest expense, net		(11	)		(15	)

Loss before income taxes		(5	)		(338	)
Income tax benefit		—			2

Net loss		(5	)		(336	)

The Company has recorded losses of $3 million and $161 million related to its investment in Orbitz Worldwide for the three months ended March 31, 2010 and 2009, respectively, within the equity in losses of investment in Orbitz Worldwide on the Company’s consolidated condensed statements of operations.

The loss in the three months ended March 31, 2009 includes the Company’s share of a non-cash impairment charge recorded by Orbitz Worldwide of $332 million, of which $250 million related to goodwill and $82 million related to trademarks and tradenames. During that period, Orbitz Worldwide experienced a significant decline in its stock price and a decline in its operating results due to continued weakness in economic and industry conditions. These factors, coupled with an increase in competitive pressures, resulted in the recognition of an impairment charge.

Net revenue disclosed above includes approximately $11 million and $25 million of net revenue earned by Orbitz Worldwide through transactions with the Company during the three months ended March 31, 2010 and 2009, respectively.

As of March 31, 2010 and December 31, 2009, the Company had balances payable to Orbitz Worldwide of approximately $13 million and $3 million, respectively, which are included on the Company’s consolidated condensed balance sheets within accrued expenses and other current liabilities.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


7.	Long-Term Debt

Long-term debt consisted of:


		March 31,		December 31,
(in $ millions)	Maturity	2010		2009

Senior Secured Credit Facility
Term loan facility
Dollar denominated	August 2013		1,844		1,846
Euro denominated	August 2013		473		501
Senior notes
Dollar denominated floating rate notes	September 2014		143		143
Euro denominated floating rate notes	September 2014		219		232
9 ⁷ / ₈ % Dollar denominated notes	September 2014		443		443
Senior subordinated notes
11 ⁷ / ₈ % Dollar denominated notes	September 2016		247		247
10 ⁷ / ₈ % Euro denominated notes	September 2016		189		201
Revolver borrowings	August 2012		100		—
Capital leases and other			45		50

Total debt			3,703		3,663
Less: current portion			21		23

Long-term debt			3,682		3,640

During the three months ended March 31, 2010, the Company repaid approximately $3 million of its Dollar denominated debt under its senior secured credit facility as required under the senior secured credit agreement and approximately $5 million under its capital lease obligations.

The principal amount of Euro denominated long-term debt decreased by approximately $52 million as a result of foreign exchange fluctuations during the three months ended March 31, 2010. This foreign exchange gain was largely offset by losses on foreign exchange hedge instruments contracted by the Company and the Company’s net investment hedging strategies.

As of March 31, 2010, there were $100 million of borrowings and $30 million of letter of credit commitments outstanding under the Company’s revolving credit facility, with a remaining capacity of $140 million. The revolver borrowings have an interest rate of 2.75% above USLIBOR.

In addition, the Company has a synthetic letter of credit facility of $150 million. As of March 31, 2010, the Company had approximately $144 million of commitments outstanding under the Company’s synthetic letter of credit facility, including commitments of approximately $69 million in letters of credit issued by the Company on behalf of Orbitz Worldwide pursuant to the Company’s Separation Agreement with Orbitz Worldwide. As of March 31, 2010, this facility had remaining capacity of $6 million.


8.	Financial Instruments

The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. The Company does not use derivatives for trading or speculative purposes.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


8.	Financial Instruments (Continued)

As of March 31, 2010, the Company had a net liability position of $91 million related to derivative instruments associated with its Euro denominated and floating rate debt, its foreign currency denominated receivables and payables, and forecasted earnings of its foreign subsidiaries.

Interest Rate Risk

A portion of the debt used to finance much of the Company’s operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt. The primary interest rate exposure as of March 31, 2010 and December 31, 2009 was to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. The Company currently uses interest rate swaps, cross-currency swaps and foreign currency forward contracts as the derivative instruments in these hedging strategies. Several derivatives used to manage the risk associated with floating rate debt were designated as cash flow hedges. Deferred amounts to be recognized in earnings will change with market conditions and will be substantially offset by changes in the value of the related hedge transactions. The Company records the effective portion of designated cash flow hedges in accumulated other comprehensive income (loss) on the Company’s consolidated condensed balance sheet. As of March 31, 2010, the Company’s interest rate hedges cover transactions for periods that do not exceed three years.

Foreign Currency Risk

The Company uses foreign currency forward contracts in order to manage its exposure to changes in foreign currency exchange rates associated with its Euro denominated debt. During the three months ended March 31, 2010, the Company replaced its existing net investment hedging strategy with additional foreign currency forward contracts to manage its exposure to changes in foreign currency exchange risk associated with its Euro denominated debt. The Company did not designate these forward contracts as cash flow hedges; however, the fluctuations in the value of these forward contracts recorded within the Company’s consolidated condensed statements of operations largely offset the impact of the changes in the value of the Euro denominated debt they are intended to economically hedge. The fair value of the forward contracts and the impact of the changes in the fair value of these forward contracts are presented in the tables below.

The Company uses foreign currency forward contracts to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables and forecasted earnings of its foreign subsidiaries. The Company primarily enters into foreign currency forward contracts to manage its foreign currency exposure to the British pound, Euro and Japanese yen. Some of these forward contracts are not designated as hedges for accounting purposes. The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. Losses on these forward contracts amounted to $4 million and $6 million for the three months ended March 31, 2010 and 2009, respectively. These amounts are recorded as a component of selling, general, and administrative expenses on the Company’s consolidated condensed statements of operations.

Fair Value Disclosures for Derivative Instruments

The Company’s financial assets and liabilities recorded at fair value consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy and are categorized as Level 2 — Significant Other Observable Inputs.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


8.	Financial Instruments (Continued)

The fair value of derivative instruments is determined using pricing models that use inputs from actively quoted markets for similar instruments, adjusted for the Company’s own credit risk and counterparty credit risk. This adjustment is calculated based on default probability of the banking counterparty or the Company, as applicable and is obtained from active credit default swap markets.

Changes in fair value of derivatives not designated as hedging instruments and the ineffective portion of derivatives designated as hedging instruments are currently recognized in earnings in the Company’s consolidated condensed statements of operations.

Presented below is a summary of the fair value of the Company’s derivative contracts recorded on the consolidated condensed balance sheets at fair value.


	Asset			Liability
		Fair Value Asset			Fair Value Asset
		(Liability)			(Liability)
	Balance Sheet	March 31,	December 31,	Balance Sheet	March 31,	December 31,
(in $ millions)	Location	2010	2009	Location	2010	2009

Derivatives designated as hedging instruments
Interest rate swaps	Other non-current assets	(2)	(5)	Accrued expenses and other current liabilities	(9)	(8)
				Other non-current liabilities	(3)	(3)
Foreign exchange impact of cross currency swaps	Other non-current assets	11	23	Other non-current liabilities	—	—
Foreign exchange forward contracts				Accrued expenses and other current liabilities	(7)	(4)

	Total	9	18	Total	(19)	(15)

Derivatives not designated as hedging instruments
Interest rate swaps				Accrued expenses and other current liabilities	(26)	(25)
				Other non-current liabilities	(12)	(10)
Foreign exchange forward contracts	Other current assets	—	1	Accrued expenses and other current liabilities	(43)	(6)

		—	1		(81)	(41)

Total fair value of derivative assets (liabilities)		9	19		(100)	(56)

As of March 31, 2010, the Company had an aggregate outstanding notional $1,250 million of interest rate swaps, $180 million of cross currency swaps and $939 million of foreign exchange forward contracts.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


8.	Financial Instruments (Continued)

The table below presents the impact that changes in fair values of derivatives designated as hedges had on accumulated other comprehensive income (loss) and income (loss) during the period and the impact derivatives not designated as hedges had on income (loss) during that period.


	Amount of Gain (Loss)							Amount of Gain (Loss)
	Recognized in Other							Recorded
	Comprehensive Income (Loss)							into Income (Loss)
	Three Months Ended							Three Months Ended
	March 31,						Location of Gain (Loss)	March 31,
(in $ millions)	2010			2009			Recorded into Income	2010			2009

Derivatives designated as hedging instruments
Interest rate swaps		(2	)		(1	)	Interest expense, net		(2	)		(6	)
Foreign exchange impact of cross currency swaps		(11	)		(49	)	Selling, general and administrative		(11	)		(49	)
Foreign exchange forward contracts		(8	)		—		Selling, general and administrative		—			—
Derivatives not designated as hedging instruments
Interest rate swaps							Interest expense, net		(10	)		(1	)
Foreign exchange forward contracts							Selling, general and administrative		(47	)		(6	)

									(70	)		(62	)

The total amount of gain (loss) reclassified into interest expense from accumulated other comprehensive income (loss) for the interest rate swaps designated as hedges includes amounts for ineffectiveness of less than $1 million and $2 million for the three months ended March 31, 2010 and 2009, respectively.

The total amount of gain (loss) expected to be reclassified from accumulated other comprehensive income (loss) to the Company’s consolidated condensed statements of operations within the next 12 months is expected to be $(21) million.

Fair Value Disclosures for All Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses and other current liabilities approximate to their fair value due to the short-term maturities of these assets and liabilities.

The fair values of the Company’s other financial instruments are as follows:


	March 31, 2010						December 31, 2009
	Carrying						Carrying
(in $ millions)	Amount			Fair Value			Amount			Fair Value

Asset/(liability)
Investment in Orbitz Worldwide		111			347			60			292
Derivative assets (see above)		9			9			19			19
Derivative liabilities (see above)		(100	)		(100	)		(56	)		(56	)
Total debt		(3,703	)		(3,690	)		(3,663	)		(3,526	)

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


8.	Financial Instruments (Continued)

The fair values of the senior notes and senior subordinated notes have been calculated based on quoted prices in active markets for identical debt instruments. The fair value of the amounts outstanding under the senior secured credit facility is based on market observable inputs.


9.	Equity-Based Compensation

As detailed in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2010, as amended by Amendment No. 1 to the Form 10-K filed with the SEC on April 16, 2010, the Company has an equity-based, long-term incentive program for the purpose of retaining certain key employees. Under several plans within this program, key employees have been granted restricted equity units and profit interests in the partnership that owns 100% of the Company.

In May 2009, the board of directors of the partnership authorized the grant of 33.3 million restricted equity units under the 2009 Travelport Long-Term Incentive Plan. Of these, 8.2 million restricted equity units were recognized for accounting purposes as being granted in May 2009, 8.4 million restricted equity units were recognized for accounting purposes as being granted in March 2010, and the remainder will be recognized as granted for accounting purposes over the subsequent period up to December 31, 2012. The level of award vesting each year is dependent upon continued service and performance measures of the business as established by the board of directors of the partnership towards the start of each year. The fair value of the restricted equity units, recognized as grants for accounting purposes, is based on a valuation of the total equity of the partnership that owns 100% of the Company at the time of each grant.

The activity of all the Company’s equity award programs is presented below:


	Restricted Equity Units
	Class A-2
			Weighted
	Number		Average
	of Shares		Grant Date
	(in millions)		Fair Value

Balance, January 1, 2010		90.0	$	2.32
Granted at fair market value		8.4	$	1.13

Balance, March 31, 2010		98.4	$	2.22

For the three months ended March 31, 2010 and 2009, the Company recorded less than $1 million and less than $1 million of non-cash equity compensation expense, respectively.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


10.	Comprehensive Income (Loss)

Other comprehensive income (loss) amounts are recorded directly as an adjustment to shareholders’ equity, net of tax, and were as follows:


	Three Months
	Ended
	March 31,
(in $ millions)	2010			2009

Net loss		(21	)		(170	)
Other comprehensive income (loss)
Currency translation adjustment, net of tax of $0		(25	)		(66	)
Unrealized (loss) gain on cash flow hedges, net of tax of $0		(8	)		7
Unrecognized actuarial gain on defined benefit plans, net of tax of $0		—			3
Unrealized gain on equity investment and other, net of tax of $0		4			1

Comprehensive loss		(50	)		(225	)


11.	Commitments and Contingencies

Purchase Commitments

In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of March 31, 2010, the Company had approximately $220 million of outstanding purchase commitments, primarily relating to service contracts for information technology (of which $66 million relates to the twelve months ended March 31, 2011). These purchase obligations extend through 2015.

Company Litigation

The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although the Company believes its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material adverse effect on the Company’s results of operations or cash flows in a particular reporting period.

In connection with the Company’s existing national distribution company (“NDC”) arrangements in the Middle East, the Company is involved in a dispute with one of its existing NDC partners regarding the payment of certain fees. The Company intends to defend vigorously any claims brought against the Company and to pursue vigorously appropriate cross-claim. While no assurance can be provided, the Company does not believe the outcome of this dispute will have a material adverse effect on the Company’s consolidated condensed results of operations or its liquidity condition.

Standard Guarantees/Indemnifications

In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


11.	Commitments and Contingencies (Continued)

and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of trademarks, (iv) financial institutions in derivative contracts and (v) underwriters in debt security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.


12.	Segment Information

The US GAAP measures with which management and the Chief Operating Decision Maker (the “CODM”) evaluate the performance of the Company are net revenue and Segment EBITDA, which is defined as operating income (loss) before depreciation and amortization, each of which is presented on the Company’s consolidated condensed statements of operations.

Although not presented herein, the Company also evaluates its performance based on Segment Adjusted EBITDA, which is EBITDA adjusted to exclude the impact of purchase accounting, impairment of goodwill and intangibles assets, expenses incurred in conjunction with Travelport’s separation from Cendant, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with Travelport’s restructuring efforts and development of a global on-line travel platform, non-cash equity-based compensation, and other adjustments made to exclude expenses management and the CODM view as outside the normal course of operations.

The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by its management and CODM to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within Corporate and unallocated, as reconciling items.

The Company’s presentation of Segment EBITDA may not be comparable to similarly titled measures used by other companies.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


12.	Segment Information (Continued)


	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
(in $ millions)	2010			2009

GDS
Net revenue		536			511
Segment EBITDA		151			152
GTA
Net revenue		45			42
Segment EBITDA		(2	)		(11	)

Combined Totals
Net revenue		581			553
Segment EBITDA		149			141
Reconciling items:
Corporate and unallocated ^(a)		(31	)		(22	)
Interest expense, net		(66	)		(66	)
Depreciation and amortization		(58	)		(62	)

Loss from operations before income taxes and equity in losses of investment in Orbitz Worldwide		(6	)		(9	)


(a)		Corporate and unallocated includes corporate general and administrative costs not allocated to the segments, such as treasury, legal and human resources and other costs that are managed at the corporate level, including company-wide equity compensation plans and the impact of foreign exchange derivative contracts.

Provided below is a reconciliation of segment assets to total assets:


	March 31,		December 31,
(in $ millions)	2010		2009

GDS		3,138		3,007
GTA		1,017		1,089

Total segment assets		4,155		4,096
Reconciling items: corporate and unallocated		213		250

Total		4,368		4,346


13.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

The following consolidating condensed financial statements presents the Company’s consolidating condensed balance sheets as of March 31, 2010 and December 31, 2009 and the consolidating condensed statements of operations and cash flows for the three months ended March 31, 2010 and 2009 for: (a) Travelport Limited (“the Parent Guarantor”); (b) Waltonville Limited, which is currently in dissolution, and TDS Investor (Luxembourg) s.a.r.l. (“the Intermediate Parent Guarantor”), (c) Travelport LLC (formerly known as Travelport Inc.) (“the Issuer”), (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent and Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis.

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


13.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2010


				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated

Net revenue		—			—			—			308			328			(55	)		581

Cost and expenses
Cost of revenue		—			—			—			156			155			—			311
Selling, general and administrative		—			—			3			33			170			(55	)		151
Restructuring charges		—			—			—			1			—			—			1
Depreciation and amortization		—			—			—			41			17			—			58

Total costs and expenses, net		—			—			3			231			342			(55	)		521

Operating (loss) income		—			—			(3	)		77			(14	)		—			60
Interest expense, net		—			—			(63	)		(3	)		—			—			(66	)
Equity in (losses) earnings of subsidiaries		(21	)		5			71			—			—			(55	)		—

(Loss) income from operations before income taxes and equity in losses of investment in Orbitz Worldwide		(21	)		5			5			74			(14	)		(55	)		(6	)
Provision for income taxes		—			—			—			(3	)		(9	)		—			(12	)
Equity in losses of investment in Orbitz Worldwide		—			(3	)		—			—			—			—			(3	)

Net (loss) income		(21	)		2			5			71			(23	)		(55	)		(21	)
Less: Net income attributable to non-controlling interest in subsidiaries		—			—			—			—			—			—			—

Net (loss) income attributable to the Company		(21	)		2			5			71			(23	)		(55	)		(21	)

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


13.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2009


				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated

Net revenue		—			—			—			322			257			(26	)		553

Cost and expenses
Cost of revenue		—			—			—			94			184			—			278
Selling, general and administrative		—			—			—			50			126			(26	)		150
Restructuring charges		—			—			—			5			1			—			6
Depreciation and amortization		—			—			—			45			17			—			62

Total costs and expenses		—			—			—			194			328			(26	)		496

Operating income (loss)		—			—			—			128			(71	)		—			57
Interest expense, net		—			—			(63	)		(3	)		—			—			(66	)
Equity in (losses) earnings of subsidiaries		(171	)		59			122			—			—			(10	)		—

(Loss) income from operations before income taxes and equity in losses of investment in Orbitz Worldwide		(171	)		59			59			125			(71	)		(10	)		(9	)
(Provision) benefit for income taxes		—			—			—			(2	)		2			—			—
Equity in losses of investment in Orbitz Worldwide		—			(161	)		—			—			—			—			(161	)

Net (loss) income		(171	)		(102	)		59			123			(69	)		(10	)		(170	)
Less: Net income attributable to non-controlling interest in subsidiaries		—			—			—			(1	)		—			—			(1	)

Net (loss) income attributable to the Company		(171	)		(102	)		59			122			(69	)		(10	)		(171	)

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


13.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED BALANCE SHEETS
As of March 31, 2010


				Intermediate
	Parent			Parent						Guarantor		Non-Guarantor					Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated

Assets
Current assets:
Cash and cash equivalents		—			—			2			15		90		—			107
Accounts receivable, net		—			—			—			87		320		—			407
Deferred income taxes		—			—			—			16		6		—			22
Other current assets		—			—			—			40		103		—			143

Total current assets		—			—			2			158		519		—			679
Investment in subsidiary/intercompany		(661	)		(1,403	)		2,328			—		—		(264	)		—
Property and equipment, net		—			—			—			432		120		—			552
Goodwill		—			—			—			985		287		—			1,272
Trademarks and tradenames		—			—			—			313		100		—			413
Other intangible assets, net		—			—			—			681		453		—			1,134
Investment in Orbitz Worldwide		—			111			—			—		—		—			111
Non-current deferred income taxes		—			—			—			—		2		—			2
Other non-current assets		4			—			33			71		97		—			205

Total assets		(657	)		(1,292	)		2,363			2,640		1,578		(264	)		4,368

Liabilities and equity
Current liabilities:
Accounts payable		—			—			—			40		98		—			138
Accrued expenses and other current liabilities		—			45			93			67		609		—			814
Current portion of long-term debt		—			—			12			9		—		—			21

Total current liabilities		—			45			105			116		707		—			973
Long-term debt		—			—			3,646			36		—		—			3,682
Deferred income taxes		—			—			—			33		96		—			129
Other non-current liabilities		—			—			15			127		84		—			226

Total liabilities		—			45			3,766			312		887		—			5,010
Total shareholders’ equity/intercompany		(657	)		(1,337	)		(1,403	)		2,328		676		(264	)		(657	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		15		—			15

Total equity		(657	)		(1,337	)		(1,403	)		2,328		691		(264	)		(642	)

Total liabilities and equity		(657	)		(1,292	)		2,363			2,640		1,578		(264	)		4,368

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


13.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED

CONSOLIDATING CONDENSED BALANCE SHEETS

As of December 31, 2009


				Intermediate
	Parent			Parent						Guarantor		Non-Guarantor					Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated

Assets
Current assets:
Cash and cash equivalents		—			—			—			38		179		—			217
Accounts receivable, net		—			—			—			77		269		—			346
Deferred income taxes		—			—			—			16		6		—			22
Other current assets		1			—			2			45		108		—			156

Total current assets		1			—			2			176		562		—			741
Investment in subsidiary/intercompany		(608	)		(1,408	)		2,250			—		—		(234	)		—
Property and equipment, net		—			—			—			324		128		—			452
Goodwill		—			—			—			985		300		—			1,285
Trademarks and tradenames		—			—			—			313		106		—			419
Other intangible assets, net		—			—			—			701		482		—			1,183
Investment in Orbitz Worldwide		—			60			—			—		—		—			60
Non-current deferred income taxes		—			—			—			—		2		—			2
Other non-current assets		4			—			45			71		84		—			204

Total assets		(603	)		(1,348	)		2,297			2,570		1,664		(234	)		4,346

Liabilities and equity
Current liabilities:
Accounts payable		—			—			—			27		112		—			139
Accrued expenses and other current liabilities		4			35			78			77		571		—			765
Current portion of long-term debt		—			—			12			11		—		—			23

Total current liabilities		4			35			90			115		683		—			927
Long-term debt		—			—			3,601			39		—		—			3,640
Deferred income taxes		—			—			—			33		110		—			143
Other non-current liabilities		—			—			14			133		81		—			228

Total liabilities		4			35			3,705			320		874		—			4,938
Total shareholders’ equity/intercompany		(607	)		(1,383	)		(1,408	)		2,250		775		(234	)		(607	)
Equity attributable to non-controlling interest in subsidiaries		—			—			—			—		15		—			15

Total equity		(607	)		(1,383	)		(1,408	)		2,250		790		(234	)		(592	)

Total liabilities and equity		(603	)		(1,348	)		2,297			2,570		1,664		(234	)		4,346

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


13.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2010


				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated

Operating activities
Net (loss) income		(21	)		2			5			71			(23	)		(55	)		(21	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			—			41			17			—			58
Amortization of debt finance costs		—			—			4			—			—			—			4
Loss on interest rate derivative instruments		—			—			2			—			—			—			2
Loss on foreign exchange derivative instruments		—			—			1			—			—			—			1
Equity in losses of investment in Orbitz Worldwide		—			3			—			—			—			—			3
FASA liability		—			—			—			(5	)		—			—			(5	)
Deferred income taxes		—			—			—			—			(2	)		—			(2	)
Equity in losses (earnings) of subsidiaries		21			(5	)		(71	)		—			—			55			—
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			(10	)		(62	)		—			(72	)
Other current assets		—			—			—			5			(4	)		—			1
Accounts payable, accrued expenses and other current liabilities		—			10			(31	)		3			22			—			4
Other		—			—			—			(6	)		6			—			—

Net cash provided by (used in) operating activities		—			10			(90	)		99			(46	)		—			(27	)

Investing activities
Property and equipment additions		—			—			—			(113	)		(1	)		—			(114	)
Business acquired		—			—			—			—			(5	)		—			(5	)
Investment in Orbitz Worldwide		—			(50	)		—			—			—			—			(50	)
Intercompany funding		—			40			2			(8	)		(34	)		—			—
Other		—			—			—			5			—			—			5

Net cash (used in) provided by investing activities		—			(10	)		2			(116	)		(40	)		—			(164	)

Financing activities
Principal repayments		—			—			(3	)		(5	)		—			—			(8	)
Proceeds from new borrowings		—			—			100			—			—			—			100
Payments on settlement of derivative contracts		—			—			(7	)		—			—			—			(7	)

Net cash provided by (used in) financing activities		—			—			90			(5	)		—			—			85

Effect of changes in exchange rates on cash and cash equivalents		—			—			—			(1	)		(3	)		—			(4	)

Net increase (decrease) in cash and cash equivalents		—			—			2			(23	)		(89	)		—			(110	)

Cash and cash equivalents at beginning of period		—			—			—			38			179			—			217

Cash and cash equivalents at end of period		—			—			2			15			90			—			107

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)


13.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2009


				Intermediate
	Parent			Parent						Guarantor			Non-Guarantor						Travelport
(in $ millions)	Guarantor			Guarantor			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated

Operating activities
Net (loss) income		(171	)		(102	)		59			123			(69	)		(10	)		(170	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		—			—			—			45			17			—			62
Provision for bad debts		—			—			—			—			5			—			5
Amortization of debt finance costs		—			—			4			—			—			—			4
Gain on interest rate derivative instruments		—			—			(5	)		—			—			—			(5	)
Gain on foreign exchange derivative instruments		—			—			(3	)		—			—			—			(3	)
Equity in losses of investment in Orbitz Worldwide		—			161			—			—			—			—			161
FASA liability		—			—			—			(8	)		—			—			(8	)
Deferred income tax		—			—			—			1			(3	)		—			(2	)
Equity in losses (earnings) of subsidiaries		171			(59	)		(122	)		—			—			10			—
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		—			—			—			(8	)		(13	)		—			(21	)
Other current assets		—			—			—			4			2			—			6
Accounts payable, accrued expenses and other current liabilities		—			—			(30	)		10			(12	)		—			(32	)
Other		—			—			—			(4	)		(2	)		—			(6	)

Net cash (used in) provided by operating activities		—			—			(97	)		163			(75	)		—			(9	)

Investing activities
Property and equipment additions		—			—			—			(9	)		(2	)		—			(11	)
Intercompany funding		42			—			100			(213	)		71			—			—

Net cash provided by (used in) investing activities		42			—			100			(222	)		69			—			(11	)

Financing activities
Principal repayments		—			—			(3	)		(2	)		—			—			(5	)
Net share settlement for equity-based compensation		—			—			—			(7	)		—			—			(7	)
Distribution to a parent company		(42	)		—			—			—			—			—			(42	)

Net cash used in financing activities		(42	)		—			(3	)		(9	)		—			—			(54	)

Effect of changes in exchange rates on cash and cash equivalents		—			—			—			—			(3	)		—			(3	)

Net decrease in cash and cash equivalents		—			—			—			(68	)		(9	)		—			(77	)

Cash and cash equivalents at beginning of period		94			—			—			189			62			—			345

Cash and cash equivalents at end of period		94			—			—			121			53			—			268


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated condensed financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” beginning on page 2 of this Form 10-Q. Unless otherwise noted, all amounts are in $ millions.

Segments

Our operations are organized under the following business segments:


	•	*The Global Distribution System (“GDS”) business* consists of Travelport GDSs, which provide aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, compare, process and book itinerary and pricing options across multiple travel suppliers. Our GDS business operates three systems, Galileo, Apollo and Worldspan providing travel agencies with booking technology and access to supplier inventory that we aggregate from airlines, hotels, car rental companies, rail networks, cruise and tour operators, and destination service providers. Within our GDS business, our Airline IT Solutions business provides hosting solutions and a number of IT services to airlines to enable them to focus on their core business competencies and reduce costs.

	•	*The GTA business* receives access to accommodation, ground travel, sightseeing and other destination services from travel suppliers at negotiated rates and then distributes this inventory through multiple channels to other travel wholesalers, tour operators and travel agencies, as well as directly to consumers via its affiliate channels.

Factors Affecting Results of Operations

Macroeconomic and Travel Industry Conditions: Our business is highly correlated to the overall performance of the travel industry, in particular, growth in air passenger travel which, in turn, is linked to the global macro-economic environment. During the recent global economic recession, our air travel volumes declined. Nonetheless, the GDS industry has recently shown signs of entering a cyclical recovery, with air passenger volumes increasing 10% in the three months ended March 31, 2010, compared to the corresponding period in the previous year. Total GDS air bookings also increased by 6% in the three months ended March 31, 2010 compared to the three months ended March 31, 2009. The GDS industry is poised to benefit from the recovery and expected future growth in the global travel industry. Total transaction value (“TTV”), for the GTA business is driven by room nights and average daily rates achieved by GTA for hotels. The GTA business has begun to show signs of recovery, with an increase in room nights and average daily rates in the three months ended March 31, 2010 as compared to the corresponding period in the previous year.

Impact of Delta and Northwest Merger: Delta, one of our largest IT services customers, completed its acquisition of Northwest, another of our largest IT services customers, in 2009. As part of their integration, Delta and Northwest are migrating to a common IT platform and will have reduced needs for our IT services after the integration. As a result, we anticipate that our annual revenue and EBITDA will decrease in 2010.

Seasonality: Our businesses experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. These trends cause our revenue to be generally higher in the second and third calendar quarters of the year, with GDS revenue peaking as travelers plan and purchase their spring and summer travel, and GTA revenue is traditionally highest in the third quarter, as group travel peaks in this quarter. Revenue then typically flattens or declines in the fourth and first quarters of the calendar year. Our results may also be affected by seasonal fluctuations in the inventory made available to us by our travel suppliers.

Foreign Exchange Movements: We transact our business primarily in US dollars. While the majority of our revenue is denominated in US dollars, a portion of costs are denominated in other currencies (principally, the British pound, Euro and Japanese yen). We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency-denominated receivables

and payables and forecasted earnings of foreign subsidiaries. The fluctuations in the value of these forward contracts largely offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. Nevertheless, our operating results are impacted to a certain extent by movements in the underlying exchange rates between those currencies listed above.

Restructuring: Historically, we have taken a number of actions to enhance organizational efficiency and consolidate and rationalize existing processes, which include, among others, the migration of the Galileo data center, formerly located in Denver, Colorado, into the Worldspan data center, located in Atlanta, Georgia; consolidating certain administrative and support functions of Galileo and Worldspan; and the renegotiation of several material vendor contracts. The most significant impact of these initiatives was the elimination of redundant staff positions, reduced technology costs associated with renegotiated vendor contracts, and, to a lesser extent, cost savings and synergies resulting from a reduction in the amount of office rental space required and related utilities, maintenance and other facility operating costs. Our results of operations were significantly impacted by these actions in 2009.

Results of Operations

Our management and Chief Operating Decision Maker (“CODM”) use Segment EBITDA to measure segment operating performance. Segment EBITDA is defined as operating income (loss) before depreciation and amortization, each of which is presented on the Company’s consolidated condensed statements of operations. Segment EBITDA is not intended to be a measure of free cash flow available for management and the CODM’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Management and the CODM believe Segment EBITDA is helpful in highlighting trends because it excludes the results of transactions that are not considered to be directly related to the underlying segment operations and excludes costs associated with decisions made at the corporate level such as company-wide equity compensation plans and the impact of financing arrangements and derivative transactions.

Segment EBITDA may not be comparable to similarly named measures used by other companies. In addition, this measure should neither be considered as a measure of liquidity or cash flow from operations nor measures comparable to net income as determined under US GAAP as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments, and other costs associated with items unrelated to our ongoing operations.

Three Months Ended March 31, 2010 compared to Three Months Ended March 31, 2009


											Reconciling Items
											Corporate and
											Unallocated
	GDS Segment				GTA Segment						Expenses						Consolidated
	Three Months				Three Months						Three Months						Three Months
	Ended				Ended						Ended						Ended
	March 31,				March 31,						March 31,						March 31,
(in $ millions)	2010		2009		2010			2009			2010			2009			2010			2009

Net revenue		536		511		45			42			—			—			581			553
Costs and expenses
Cost of revenue		303		270		8			8			—			—			311			278
Selling, general and administrative		82		87		39			43			30			20			151			150
Restructuring charges		—		2		—			2			1			2			1			6
Depreciation and amortization		47		45		10			15			1			2			58			62

Total costs and expenses, net		432		404		57			68			32			24			521			496

Operating income (loss)		104		107		(12	)		(26	)		(32	)		(24	)		60			57
Depreciation and amortization		47		45		10			15

Segment EBITDA		151		152		(2	)		(11	)

Interest expense, net																		(66	)		(66	)

Loss from operations before income taxes and equity in losses of investment in Orbitz Worldwide																		(6	)		(9	)
Provision for income taxes																		(12	)		—
Equity in losses of investment in Orbitz Worldwide																		(3	)		(161	)

Net loss																		(21	)		(170	)

Consolidated Results

The net revenue increase of $28 million (5%) consists of a $25 million (5%) growth in our GDS segment and a $3 million (7%) growth in our GTA segment. The growth in net revenue is primarily due to increased global demand which has resulted in volume growth in both the GDS and GTA segments, as described in more detail in the segment analysis below.

The cost of revenue increase of $33 million (12%) is attributable to growth in our GDS segment. The growth in cost of revenue is the result of transaction volumes, commission costs and movements in exchange rates as described in more detail in the segment analysis below.

The SG&A increase of $1 million (1%) is primarily due to (i) a $10 million (50%) increase in our corporate costs and expenses not allocated to segments as detailed below, (ii) a $5 million (6%) decrease in

our GDS segment expenses as detailed in the GDS segment analysis below and (iii) a $4 million (9%) decrease in our GTA segment as detailed in the GTA segment analysis below.


	Three Months
	Ended
	March 31,
(in $ millions)	2010		2009

Corporate administrative expenses		11		15
Transaction and integration costs		18		2
Monitoring fees		—		3
Other, including loss on foreign currency derivatives		1		—

		30		20

The increase in transaction and integration costs for the three months ended March 31, 2010 is due to costs incurred in relation to a proposed offering of securities. The decrease in corporate administrative expenses is primarily the result of cost savings resulting from the restructuring programs.

Restructuring Charges

Restructuring charges decreased by $5 million (83%) as our actions to enhance organizational efficiency and consolidate and rationalize existing processes, following the acquisition of Worldspan in 2007, were substantially completed in 2009. Further future charges may be incurred in relation to exiting a number of lease arrangements in the US as a result of relocations.

Depreciation and Amortization

Depreciation and amortization decreased $4 million (6%) primarily due to a lower amortization expense in GTA as a result of a reduction in the amortizable intangible asset values following the impairment charge in the third quarter of 2009.

Interest Expense, Net

The underlying interest charge was $7 million lower than the prior year due to lower interest rates and a lower debt balance. However, there was a $7 million increased interest expense due to a change in the fair value of interest rate derivative instruments compared to the three months ended March 31, 2009.

Equity in Losses of Investment in Orbitz Worldwide

Our losses incurred from our investment in Orbitz Worldwide have decreased from $161 million in the three months ended March 31, 2009 to $3 million in the three months ended March 31, 2010. These losses reflect our 48% ownership interest in the losses incurred by Orbitz Worldwide. In the three months ended March 31, 2009, Orbitz Worldwide recorded a $332 million impairment charge on certain intangible assets.

Provision for Income Taxes

Our tax benefit (provision) differs materially from the benefit (provision) at the US Federal statutory rate primarily as a result of (i) we are subject to income tax in numerous non-US jurisdictions with varying rates on average and (ii) a valuation allowance established against the losses generated in the US due to the historical losses in that jurisdiction and release of a portion of that allowance in 2009.

The reconciliation from the statutory tax benefit at the US tax rate of 35% is as follows:


	Three Months
	Ended
	March 31,
(in $ millions)	2010			2009

Tax benefit at US Federal statutory rate of 35%		2			3
Taxes on non-US operations at alternative rates		(13	)		(12	)
Liability for uncertain tax positions		—			(2	)
Valuation allowance released		—			13
Other		(1	)		(2	)

Provision for income taxes		(12	)		—

GDS Segment

Net Revenue

GDS revenue is comprised of:


	Three Months
	Ended
	March 31,				Change
(in $ millions)	2010		2009		$			%

Transaction processing revenue		485		455		30			7
Airline IT solutions revenue		51		56		(5	)		(9	)

GDS revenue		536		511		25			5

Transaction processing revenue by region is comprised of:


	Three Months
	Ended
	March 31,				Change
(in $ millions)	2010		2009		$		%

Americas		191		182		9		5
Europe		148		142		6		4
MEA		69		68		1		1
APAC		77		63		14		22

Transaction processing revenue		485		455		30		7

GDS revenue increased $25 million (5%) as a result of a $30 million (7%) increase in transaction processing revenue, partially offset by a $5 million (9%) decrease in Airline IT solutions revenue. Americas transaction processing revenue increased by $9 million (5%) due to a 6% increase in segments, partially offset by a 1% decline in average revenue per segment. Europe transaction processing revenue increased by $6 million (4%) due to a 6% increase in segments, partially offset by a 2% decline in average revenue per segment. MEA transaction processing revenue increased by $1 million (1%) due to an 8% increase in average revenue per segment, partially offset by a 6% decline in segments. APAC transaction processing revenue increased by $14 million (22%) due to a 17% increase in segments and a 5% increase in average revenue per segment. Airline IT Solutions revenue decreased by $5 million (9%) primarily due to lower hosting revenues arising from the Delta Northwest merger.

The GDS business experienced an improvement in global demand during the three months ended March 31, 2010, as reflected in the 6% increase in segment volumes which was attributable to global economic conditions, including improved consumer confidence, an increase in business travel and an increase in airline capacity.

Cost of Revenue

GDS cost of revenue is comprised of:


	Three Months
	Ended
	March 31,				Change
(in $ millions)	2010		2009		$		%

Commissions		228		195		33		17
Telecommunication and technology costs		75		75		—		—

Cost of revenue		303		270		33		12

GDS cost of revenue increased by $33 million (12%) as a result of an increase in commissions paid to travel agencies and national distribution companies (“NDCs”). This increase is attributable to the growth in volumes for the GDS business, an increase in the average rate of agency commissions, and unfavorable movements in foreign exchange rates.

Selling, General and Administrative Expenses (SG&A)

GDS SG&A decreased $5 million (6%) as a result of a reduction in transaction and integration costs primarily associated with costs incurred during 2009 related to the integration of Worldspan.

GTA Segment

Net Revenue

GTA revenue increased $3 million (7%) from $42 million in the three months ended March 31, 2009 to $45 million in the three months ended March 31, 2010. The increase in revenue is due to an increase in TTV, which rose by 19% in the three months ended March 31, 2010 due to a 10% growth in the number of room nights and exchange rate movements, partially offset by a reduction in margin on sales.

Cost of Revenue

GTA cost of revenue remained flat at $8 million for the three months ended March 31, 2010 and 2009. The cost of transactions for which GTA takes inventory risk was $3 million in both periods.

Selling, General and Administrative Expenses (SG&A)

GTA SG&A decreased $4 million (9%) primarily due to a decrease in the bad debt charge as a result of a reduction in the level of delinquencies experienced during the period.

Liquidity and Capital Resources

Our principal source of liquidity is cash flow generated from operations, including working capital. We maintain an appropriate level of liquidity through several sources, including maintaining appropriate levels of cash, access to funding sources, a committed credit facility and other committed and uncommitted lines of credit. As of March 31, 2010, our financing needs were supported by $140 million of available capacity under our $300 million revolving credit facility and approximately $6 million of capacity under our $150 million synthetic letter of credit facility. We have the ability to add incremental term loan facilities or to increase commitments under the revolving credit facility by an aggregate amount of up to $500 million, of which $150 million was utilized as of March 31, 2010. In the event additional funding is required, there can be no assurance that further funding will be available on terms favorable to us or at all.

Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments on debt and any mandatory or discretionary principal payments or repurchases of debt. As a result of the cash on our balance sheet and our ability to generate cash from operations over the course of a year and through access to our revolving credit facility and other lending sources, we believe we have sufficient liquidity to meet our ongoing needs for at least the next 12 months. If our cash flows from operations are less

than we expect or we require funds for acquisitions of other businesses, assets, products or technologies, we may need to incur additional debt, sell or monetize certain existing assets or utilize our cash or cash equivalents. Alternatively, we may be able to offset any potential shortfall in cash flows from operations by taking cost reduction measures or reducing capital expenditures from existing levels.

Our primary future cash needs on a recurring basis will be for working capital, capital expenditures, debt service obligations and debt repurchases. As market conditions warrant, we may from time to time repurchase debt securities issued by us, in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

Cash Flows

The following table summarizes the changes to our cash flows from operating, investing and financing activities for the three months ended March 31, 2010 and 2009:


	Three Months
	Ended
	March 31,						Change
(in $ millions)	2010			2009			$

Cash provided by (used in):
Operating activities		(27	)		(9	)		(18	)
Investing activities		(164	)		(11	)		(153	)
Financing activities		85			(54	)		139
Effects of exchange rate changes		(4	)		(3	)		(1	)

Net decrease in cash and cash equivalents		(110	)		(77	)		(33	)

As of March 31, 2010, we had $107 million of cash and cash equivalents, a decrease of $110 million compared to December 31, 2009. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the three months ended March 31, 2010 compared to the three months ended March 31, 2009.

Operating Activities. For the three months ended March 31, 2010, cash used in operations was $27 million compared to cash used in operations of $9 million for the three months ended March 31, 2009. This is mainly due to $20 million of additional cash used for working capital. There was $67 million of cash outflow of working capital in the three months ended March 31, 2010 compared to $47 million of cash outflow of working capital in the three months ended March 31, 2009 primarily due to an increase in revenue in the three months ended March 31, 2010 compared to March 31, 2009 and fluctuations in our collections cycle, partially offset by a reduction in cash used to settle accounts payable and accrued expense balances.

Investing Activities. The use of cash in investing activities for the three months ended March 31, 2010 was $114 million for capital expenditures and $50 million of additional investment in Orbitz Worldwide. During the three months ended March 31, 2010, we purchased $114 million of property and equipment, consisting primarily of software and computer equipment, including amounts related to the transaction processing facility software license from IBM. The use of cash in investing activities for the three months ended March 31, 2009 was $11 million for capital expenditures.

Financing Activities. Cash provided by financing activities for the three months ended March 31, 2010 was $85 million, primarily due to $100 million of new borrowings under the revolving credit facility, offset by $3 million of mandatory term loan repayments, $5 million of capital lease payments and $7 million of cash paid on derivative contracts. The use of cash in financing activities for the three months ended March 31, 2009 was $54 million due to $42 million in cash distributions to our parent company, $5 million of mandatory term loan repayments and $7 million for net share settlement on equity-based compensation.

Debt and Financing Arrangements

During the three months ended March 31, 2010, we repaid approximately $3 million of our Dollar denominated debt under our senior secured credit facility as required under the senior secured credit agreement and approximately $5 million under our capital lease obligations.

As of March 31, 2010, there were $100 million of borrowings and $30 million of letter of credit commitments outstanding under our revolving credit facility with a remaining capacity of $140 million.

In addition, we have a $150 million synthetic letter of credit facility. As of March 31, 2010, we had approximately $144 million of commitments outstanding under the synthetic letter of credit facility, including commitments of approximately $69 million in letters of credit issued on behalf of Orbitz Worldwide pursuant to our Separation Agreement with Orbitz Worldwide. As of March 31, 2010, this facility has remaining capacity of $6 million.

Our leverage ratio under the senior secured credit agreement is computed by calculating the last twelve months of our consolidated Adjusted EBITDA including the impact of cost savings and synergies and dividing the total net debt outstanding (as defined in the terms of our credit agreement) at the balance sheet date by this figure. Our leverage ratio as of March 31, 2010 is 5.74 as compared to the maximum allowable of 6.0.

Total net debt per our credit agreement is broadly defined as total debt less cash and the net position of related derivative instrument balances.

The Adjusted EBITDA measure is a defined term within our credit agreement. Adjusted EBITDA is defined as EBITDA adjusted to exclude the impact of purchase accounting, impairment of goodwill and intangibles assets, expenses incurred in conjunction with Travelport’s separation from Cendant, expenses incurred to acquire and integrate Travelport’s portfolio of businesses, costs associated with Travelport’s restructuring efforts and development of a global on-line travel platform, non-cash equity-based compensation, and other adjustments made to exclude expenses management and the CODM view as outside the normal course of operations.

Foreign Currency and Interest Rate Risk

We use foreign currency forward contracts in order to manage our exposure to changes in foreign currency exchange rates associated with our Euro denominated debt. During the three months ended March 31, 2010, we replaced our existing net investment hedging strategy with additional foreign currency forward contracts to manage our exposure to changes in foreign currency exchange risks associated with our Euro denominated debt. These forward contracts were not designated as cash flow hedges; however, the fluctuations in the value of these forward contracts recorded within our consolidated condensed statements of operations largely offset the impact of the changes in the value of the Euro denominated debt they are intended to economically hedge.

We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated receivables and payables and forecasted earnings of our foreign subsidiaries. We primarily enter into foreign currency forward contracts to manage our foreign currency exposure to the British pound, Euro and Japanese yen. Some of these forward contracts are not designated as hedges for accounting purposes. The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. Losses on these forward contracts amounted to $4 million and $6 million for the three months ended March 31, 2010 and 2009, respectively. These amounts are recorded as a component of selling, general and administrative expenses on our consolidated condensed statements of operations.

A portion of the debt used to finance much of our operations is exposed to interest rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate debt. The primary interest rate exposure as of March 31, 2010 and December 31, 2009 was to interest rate fluctuations in the United States and Europe, specifically USLIBOR and EURIBOR interest rates. We currently use interest rate swaps, cross-currency swaps and foreign currency forward contracts as the derivative instruments in these hedging strategies. Several derivatives used to manage the risk associated with our floating rate debt are designated as cash flow hedges. Deferred amounts to be recognized in earnings will change with market conditions and will be substantially offset by changes in the value of the related hedge transactions. We record the effective portion of designated cash flow hedges in other comprehensive income (loss). As of March 31, 2010, our interest rate hedges cover transactions for periods that do not exceed three years. As of March 31, 2010, we had a net liability position of $91 million related to derivative instruments associated with our Euro denominated and floating rate debt, our foreign currency denominated receivables and payables, and forecasted earnings of our foreign subsidiaries.

Contractual Obligations

On March 31, 2010, we entered into an amendment to our Asset Management Offering Agreement (“IBM Agreement”), effective as of July 1, 2002, as amended, with International Business Machines Corporation (“IBM”). This amendment updated certain terms and extended the overall term of the IBM Agreement until December 31, 2014. Pursuant to the terms of the amendment, we will obtain upgrades to existing systems architecture and software infrastructure at our Atlanta, Georgia data center; migration services and access to IBM’s transaction processing facility software platform; licenses and other software products; equipment and software maintenance; and various other services.

The following table summarizes our future purchase commitments as of March 31, 2010:


(in $ millions)
Twelve Month Period Ended March 31,

2011			66
2012			61
2013			41
2014			29
2015			23
Thereafter			—

			220

Additionally, during the three months ended March 31, 2010, we drew down $100 million of new borrowings under our revolving credit facility. This facility expires in August 2012.

Our other future contractual obligations have not changed significantly from the amounts reported within our 2009 financial statements included in our Annual Report on Form 10-K filed with the SEC on March 17, 2010, as amended by Amendment No. 1 to the Form 10-K filed with the SEC on April 16, 2010.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

We assess our market risk based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact in earnings, fair values, and cash flows based on a hypothetical 10% change (increase and decrease) in interest rates and foreign currency exchange rates. We used March 31, 2010 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. We have determined, through such analyses, that the impact of a 10% change in interest rates and foreign currency exchange rates on our earnings, fair values and cash flows would not be material. There have been no material changes in our exposure to market risks from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 17, 2010 as amended by Amendment No. 1 to the Form 10-K filed with the SEC on April 16, 2010.


Item 4.	Controls and Procedures


	(a)	Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (the “Act”) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Act, for the period ended March 31, 2010. Based on the evaluation performed, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.


	(b)	Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION


Item 1.	Legal Proceedings.

There are no material changes from the description of our legal proceedings disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 17, 2010 as amended by Amendment No. 1 to the Form 10-K filed with the SEC on April 16, 2010.


Item 1A.	Risk Factors.

See Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 17, 2010 as amended by Amendment No. 1 to the Form 10-K filed with the SEC on April 16, 2010 for a detailed discussion of the risk factors affecting our Company. There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable.


Item 3.	Defaults Upon Senior Securities.

Not Applicable.


Item 4.	Removed and Reserved.


Item 5.	Other Information.

Not Applicable.


Item 6.	Exhibits.

See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TRAVELPORT LIMITED

Date: May 6, 2010	By:	/s/ Philip Emery Philip Emery Executive Vice President and Chief Financial Officer

Date: May 6, 2010	By:	/s/ Simon Gray Simon Gray Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX


Exhibit No.			Description

	3	.1	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	3	.2	Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	10	.1	Sixth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution System B.V. (f/k/a Galileo Nederland B.V.) ^*
	10	.2	Seventh Amendment to Subscriber Services Agreement dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Travelport, LP (f/k/a Travelport International, L.L.C.) and Travelport Global Distribution Systems B.V. (f/k/a Galileo Nederland B.V.)
	10	.3	Amendment 11 to the Asset Management Offering Agreement, effective as of July 1, 2002, as amended, among Travelport, LP, International Business Machines Corporation and IBM Credit LLC.) ^*
	31	.1	Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	31	.2	Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
	32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2.

Exhibit 10.1

February 18, 2010

Travelport, LP
Travelport Global Distribution System B.V.
300 Galleria Parkway, N.W.
Atlanta, GA 30339


Re:		Sixth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 (“Agreement”) between Travelport, LP, (f/k/a Travelport International, L.L.C., hereinafter “Travelport”), Travelport Global Distribution System B.V. (f/k/a Galileo Nederland B.V., hereinafter “TGDS” and, together with Travelport, collectively, “Galileo”) and Orbitz Worldwide, LLC (“Subscriber”)

Ladies and Gentlemen:

This letter constitutes a Sixth Amendment (“Amendment”) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.

Effective as of the date of this Amendment (“Amendment Effective Date”), Galileo and Subscriber hereby agree as follows:

1. The following new provision is inserted as Section 27 of the Agreement:

	27.		Galileo and Orbitz Funding of Orbitz Marketing Programs .

	A.		Marketing Program . From time to time during the Term of the Agreement, Galileo and Orbitz may agree to contribute money toward a marketing program to be conducted by Orbitz (each, a “ Marketing Program ”) pursuant to the terms of this Amendment. The goals of such Marketing Programs shall be to generate bookings through Orbitz.com and to generate Segments on one or more Travelport GDS or as otherwise mutually agreed between the parties. In connection with each Marketing Program, Galileo and Orbitz shall enter into a Summary of Marketing Program Terms, substantially in the form attached hereto as Exhibit A .

	B.		Initial Marketing Program . Galileo and Orbitz agree to fund, and Orbitz agrees to conduct, the following initial Marketing Program (“ Initial Marketing Program ”):


		Total Marketing Dollars Cap:		Up to [] (the actual total amount to be referred to as “ Total Marketing Dollars** ”)

		Galileo Marketing Contribution Cap:		Up to [] (the actual total amount to be referred to as “ Galileo Marketing Contribution** ”)

PORTIONS OF THIS EXHIBIT MARKED BY AN [**] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2.


		Orbitz Marketing Contribution Cap:		Up to [] (the actual total amount to be referred to as “ Orbitz Marketing Contribution** ”)

	C.		Funding . Galileo and Orbitz shall fund the Initial Marketing Program, with the amount of each Party’s contribution to be up to the Galileo Marketing Contribution Cap and Orbitz Marketing Contribution Cap, respectively. Orbitz shall run online marketing campaigns (each, a “ Marketing Campaign ”), with the timing and nature of each Marketing Campaign to be determined by Orbitz after reasonable consultation with Galileo. The parties will evaluate the results of each Marketing Campaign, and each party shall determine in its sole discretion after such evaluation whether or not to contribute additional money to the Initial Marketing Program for additional Marketing Campaigns. The Marketing Campaigns may include (without limitation) paid advertisements on travel research websites (for example, Travelzoo.com) or paid search marketing on search engines (for example, Google). If the Total Marketing Dollars are not expended during the Marketing Campaign, any unused amounts will be returned to the parties in proportion to each party’s contribution.

	D.		Other Terms . Provided that the parties agree on the amounts of the Orbitz Marketing Contribution and Galileo Marketing Contribution on a timely basis, Orbitz shall use commercially reasonable efforts to spend the Total Marketing Dollars on Marketing Campaigns that will run by April 30, 2010. In connection with each Marketing Campaign, Orbitz shall provide Galileo with (i) a summary of the payments made under the Marketing Campaign, and (ii) Orbitz’s best estimate of the number of Segments booked as a result of the Marketing Campaign (delineated by Travelport GDS and, to the extent practicable, identifying the number of Segments generated during the Marketing Campaign that are incremental in nature).

2. General . This Amendment shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto or their successors in interest, except as expressly provided in the Agreement. Each Party to this Amendment agrees that, other than as expressly set out in this Amendment, nothing in this Amendment is intended to alter the rights, duties and obligations of the Parties under the Agreement, which shall remain in full force and effect as amended hereby. In the event of a conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall govern. This Amendment may be executed by the Parties in separate counterparts and each counterpart shall be deemed to be an original, but all such counterparts together shall constitute one and the same instrument.

The Parties have caused this Amendment to be executed by the signatures of their respective authorized representatives.


Orbitz Worldwide, LLC		Travelport, LP
		By: WS Holdings LLC as General Partner

Signature:	/s/ Stephen C. Praven	Signature:	/s/ Scott Hyden

	Name: Stephen C. Praven		Name: Scott Hyden
	Title: VP, Business Development		Title: VP, Sales
	Date: 2/22/10		Date: 3/2/10

		Travelport Global Distribution System B.V.

		Signature:	/s/ Marco van Ieperen

			Name: Marco Van Ieperen
			Title: Director
			Date: 03 March 2010

Exhibit A
Summary of Marketing Program Terms

This Summary of Marketing Program Terms (“ Summary of Terms ”) is entered into [ INSERT DATE ] (“Effective Date”) by and between Orbitz Worldwide, LLC (“Orbitz”) and Travelport, LP (“Galileo”). This Summary of Terms is subject to the terms and conditions of the Subscriber Services Agreement, dated July 23, 2007, between Orbitz, Galileo and Travelport Global Distribution System B.V. as amended (“Agreement”). In the event of a conflict between any term of the Agreement and this Summary of Terms, the Agreement shall control, unless expressly stated in this Summary of Terms. Any capitalized term used but not defined herein shall have the meaning assigned to it in the Agreement.

Galileo and Orbitz agree to fund, and Orbitz agrees to conduct, the following Marketing Program:

Total Marketing Dollars:

Galileo Marketing Contribution:

Orbitz Marketing Contribution:

Orbitz Marketing Activities:

Other Terms:

The Parties have caused this Summary of Terms to be executed by the signatures of their respective authorized representatives.


Orbitz Worldwide, LLC						Travelport, LP By: WS Holdings LLC as General Partner

Signature:						Signature:

Name:						Name:

Title:						Title:

Date:						Date:

Exhibit 10.2

April 1, 2010

Travelport, LP
Travelport Global Distribution System B.V.
300 Galleria Parkway, N.W.
Atlanta, GA 30339


Re:		Seventh Amendment to Subscriber Services Agreement, dated as of July 23, 2007 (“Agreement”) between Travelport, LP, (f/k/a Travelport International, L.L.C., hereinafter “Travelport”), Travelport Global Distribution System B.V. (f/k/a Galileo Nederland B.V., hereinafter “TGDS” and, together with Travelport, collectively, “Galileo”) and Orbitz Worldwide, LLC (“Subscriber”)

Ladies and Gentlemen:

This letter constitutes a Seventh Amendment (“Amendment”) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.

Effective as April 1, 2010, (“Amendment Effective Date”), Galileo and Subscriber hereby agree as follows:

1. Custom Terms and Conditions Revision . The Custom Terms and Conditions Attachment (Galileo Services) – North America to the Agreement is amended as set forth in Exhibit A.

The Parties have caused this Amendment to be executed by the signatures of their respective authorized representatives.


Orbitz Worldwide, LLC		Travelport, LP
		By: WS Holdings LLC as General Partner

Signature:	/s/ Stephen C. Praven	Signature:	/s/ Travis Christ

	Name: Stephen C. Praven		Name: Travis Christ
	Title: VP, Business Development		Title: President, GDS Americas
	Date: 3/30/10		Date: 4/1/10

		Travelport Global Distribution System B.V.

		Signature:	/s/ Marco van Ieperen

			Name: Marco van Ieperen
			Title: Director
			Date: 08-04-2010

Exhibit 10.3

Amendment 11 to
Worldspan Asset Management Offering Agreement

This amendment is the eleventh amendment (“Amendment 11”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Travelport, LP (formerly Worldspan L.P.) (“Travelport”), 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, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6, effective as of October 1, 2007, Amendment 7, effective as of October 1, 2007, Amendment 8, effective as of October 1, 2007, Amendment 9, effective as of October 1, 2007, and Amendment 10, effective as of March 31, 2009 (collectively, the “AMO Agreement”).

Each term defined in the AMO Agreement shall have the same meaning in this Amendment 11 unless otherwise provided herein or inconsistent with the content hereof.

Effective as of December 31, 2007, Travelport (then named Worldspan, L.P.), IBM, and IBM Credit entered into a Joinder Agreement pursuant to which Travelport’s affiliates, Travelport Inc. (“TPI”) and Galileo International LLC (“Galileo International”), became parties to, and jointly and severally liable for all Travelport obligations under, certain agreements defined in the Joinder Agreement as the “Designated Agreements”, including, without limitation, this AMO Agreement and the TLA. Travelport represents and warrants that subsequently (i) Galileo International changed its name to Travelport International, LLC, (ii) Travelport International, LLC merged with and into Galileo International, Inc., (iii) Galileo International, Inc. merged with and into TPI, and (iv) all of TPI’s assets and liabilities previously held by Travelport International, LLC were contributed, though a series of transactions, to Travelport. IBM, IBM Credit and Travelport may be referred to from time to time herein as the “Party” or “Parties”. Accordingly, the Parties hereto agree that:

(a) Travelport has assumed, and will perform, all of the duties, obligations, covenants, and representations under taken by TPI and Galileo International pursuant to the Joinder Agreements with respect to the Designated Agreements (as defined in the Joinder Agreement) and represents and warrants that it has and will continue to directly benefit from each of the Designated Agreements and that the leased Machines and Financed Items under the TLA will be used by Travelport and other entities in the Travelport Enterprise;

(b) TPI hereby assigns to Travelport all of TPI’s rights with respect to the Designated Agreements;

(c) TPI, Galileo International, Travelport International, LLC, and Galileo International, Inc. shall not be parties to any of the Designated Agreements;

(d) Except to the extent otherwise specified in any Designated Agreement or inconsistent with the context in which it appears, any reference in a Designated Agreement to “Galileo”, “you”, or “You” shall be deemed to refer to Travelport; and

(e) The Joinder Agreement is hereby terminated and shall be of no further force or effect.

The purposes of this Amendment 11 are to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 11.

This Amendment 11 becomes effective as of March 31, 2010 (the “Effective Date of Amendment 11”).

This Amendment 11 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 11 made by reliable means is considered an original.

The Parties agree that this Amendment 11, 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 11.

PORTIONS OF THIS EXHIBIT MARKED BY AN [**] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2.

Except for the changes specified in this Amendment 11, all other terms and conditions of the AMO Agreement remain unchanged. In the event of a conflict between this Amendment 11 and the AMO Agreement, this Amendment 11 will prevail.

Travelport, IBM and IBM Credit and, with respect to the third introductory paragraph of this Amendment 11 only, Travelport, Inc. (“TPI”) hereby agree that, as of the Effective Date of Amendment 11, the AMO Agreement shall be amended as follows:

	1.		Monthly Payments Exhibit. Exhibit A (Monthly Payments) to the AMO Agreement is replaced in its entirety with the Exhibit A attached as Attachment 1 to this Amendment 11.

	2.		Capacity Plan Exhibit. Exhibit B (Capacity Plan) to the AMO Agreement is replaced in its entirety with the Exhibit B attached as Attachment 2 to this Amendment 11. Mid-Lease and End of Lease Pre-stated Buyout Options for System z Machines in the Capacity Plan are also included in Attachment 2.

	3.		Current Machines Exhibit. Exhibit C (Current Machines) to the AMO Agreement is replaced in its entirety with the Exhibit C attached as Attachment 3 to this Amendment 11.

	4.		Settlement/Termination Percentages Exhibit. Exhibit F (Settlement/Termination Percentages) to the AMO Agreement is replaced in its entirety with the Exhibit F attached as Attachment 4 to this Amendment 11.

	5.		Order Letter Exhibit. Exhibit G (Galileo Order Letter) to the AMO Agreement is replaced in its entirety with the Exhibit G attached as Attachment 5 to this Amendment 11.

	6.		Preferred Pricing Arrangement Exhibit. Exhibit M (Preferred Pricing Arrangement) to the AMO Agreement is replaced in its entirety with the Exhibit M attached as Attachment 6 to this Amendment 11.

	7.		Special Offering Attachment for VM Charges Exhibit. Exhibit N (Special Offering Attachment for VM Charges) to the AMO Agreement is replaced in its entirety with the Exhibit N attached as Attachment 7 to this Amendment 11.

	8.		Table for z10 Engine Deactivation Credit for Maintenance Services. The Exhibit P (Table for z10 Engine Deactivation Credit for Maintenance Services) attached to this Amendment 11 as Attachment 8 is added to the AMO Agreement as Exhibit P.

	9.		Expiration Date. The fifth paragraph on the first page of the AMO Agreement is amended by replacing the date “June 30, 2011” with the date “December 31, 2014” and by adding thereto the following sentence:

“The period from March 31, 2010 through December 31, 2014 may be referred to herein as the “Amendment 11 Extension Term”.”

10.

Order Letters . Section 1 of the AMO Agreement, entitled “Cancelled/Superseded Agreements”, is amended by adding thereto the following sentence:

“Order Letters issued during the Amendment 11 Extension Term shall begin with Order Letter 700.”

11.

Monthly Payments . Section 2 of the AMO Agreement, entitled “Monthly Payments”, is amended by revising the last sentence of the second paragraph thereof to read as follows:

“IBM acknowledges receipt of the Monthly Payments due for the portion of the Initial Term prior to March 31, 2010 (the “Effective Date of Amendment 11”), and a schedule of the Monthly Payments due for the portion of the Initial Term after the Effective Date of Amendment 11 is attached as Exhibit A.”

12.

TPF Variable Capacity. Section 6 of the AMO Agreement, entitled “TPF Variable Capacity”, is hereby amended in its entirety to read as follows:

“6. TPF Capacity

The Parties agree that the System z processor capacity provided in the TPF Complex by IBM to the Travelport Enterprise to run IBM’s Transaction Processing Facility (“TPF”) software (the “TPF Workload”) shall be comprised solely of [**]. The charges for the [**] are included in the [**]. Until and unless [**] is used by Travelport, no charges will be due or payable by Travelport to IBM for the [**]. If at any time, in any increment, Travelport uses any amount of the [**] for TPF or zVM processing, then Travelport shall immediately become liable for, and make payment to IBM, for acquisition of such capacity at increments described in subsection (3) hereof.

(1) Definitions:

For purposes of the AMO Agreement, the following definitions apply and control:

“TPF Complex” means (i) the [**] (System z10) Machines identified in Exhibit B as the TPF Complex Replacement Machines, and (ii) the [**] (System z9) Machines identified in Exhibit B as the TPF Complex Displaced Machines until each of the Displaced Machines is replaced by the applicable Replacement Machine, all of which replacement will occur by [**].

“TPF System” means any base (as opposed to z/VM guest) TPF operating system and associated TPF Workload running in the TPF Complex.

“MIPS” means million instructions per second, which is a unit of measurement for the processing capacity of a Central Processor (“CP”). The capacity of an “Engine” (as further described below), or a Machine or a Central Electronic Complex (“CEC”) is sometimes described in MIPS. MIPS is solely an approximation of relative internal processor performance. The MIPS numbers in this AMO Agreement are specific to, and are to be used solely for measuring elements of, this AMO Agreement. These MIPS numbers are not intended for capacity planning purposes nor does IBM make any representation that they will be an accurate reflection of the results that Travelport might expect to achieve in its unique operational environment.

“TPF Adjusted Peak Capacity Usage” means, for each day, the highest number of MIPS used by the TPF Systems during that day, as described in the subsection below entitled “Capacity Utilization Reporting”.

“TPF Fixed Capacity” means the IBM processor type [**] capacity, expressed in MIPS, acquired by Travelport on an ongoing, permanent basis via purchase or lease acquisition for the specific purpose of running the TPF Workload. It is specifically not TPF Buffer Capacity. z/VM Capacity is specifically a subset of TPF Fixed Capacity. To the extent zVM Capacity is executed, the TPF Fixed Capacity available for Travelport’s use is reduced by an equal amount, i.e., the sum total of TPF Fixed Capacity and z/VM Capacity can never exceed the TPF Fixed Capacity when no z/VM Capacity is executed.

“TPF Buffer Capacity” means the additional, incremental IBM processor type [**] capacity, measured in MIPS, which is provided by IBM in aggregate across the TPF Complex above and beyond the TPF Fixed Capacity in the amount of approximately [**] of TPF Fixed Capacity.

“z/VM Capacity” is a subset of TPF Fixed Capacity and is the number of MIPS of the TPF Fixed Capacity that may be used for z/VM Systems. z/VM Capacity is limited to [**] MIPS running on an IBM processor type [**] and [**] MIP running on an IBM processor type [**], for an aggregate total of

[**] MIPS of z/VM Capacity. Travelport may elect, at its option, to run z/VM Capacity. To the extent z/VM Capacity is run, TPF Fixed Capacity is reduced in an equal amount. The TPF operating system may be run as a guest of z/VM under the provisions of this paragraph.

“Engine” means an IBM processor type [**] Machine general purpose central processor on which the System z instruction set is executed and on which the TPF, zOS or z/VM operating systems may execute. The MIPS capacity per Engine is documented in Table B, entitled “[**] CP MIPS”.

“z/VM System” means any system running in the TPF Complex that runs under the z/VM operating system.

“TPF Logical System” means a group of production LPARs supporting a specific Travelport customer or internal business function. Production TPF workloads are exclusively run on TPF Logical Systems. In no situation is an LPAR shared by more than one Logical System. As of April 1, 2010, there are [**] separate production LPARs that form [**] Logical Systems: [**].

“TPF Complex System” means (i) a TPF Logical System, (ii) a test TPF Systems that does not run as guest under z/VM, and (iii) a z/VM System.

“Daily Airline Hosting MIPS” means, for each day, the Airline Hosting MIPS used by the TPF Logical Systems during that day, as described in the subsection below entitled “Capacity Utilization Reporting.”

“ESO Agreement” means the Enterprise Software Option Agreement referenced as an Included Agreement in Section 3.

“Airline Hosting MIPS” has the meaning specified in the ESO Agreement.

(2) Use of the TPF Complex:

Travelport’s use of the TPF Complex is limited as follows:

	(a)		The use of the TPF Complex for z/VM Systems is restricted to the capacity for which the Travelport Enterprise has specifically licensed z/VM. This may include a license covered by the Special Offering Attachment for VM Charges set forth in Exhibit N, a z/VM license owned by the Travelport Enterprise and applied to an Integrated Facility for Linux (“IFL”) processor, or any other z/VM licensing agreement between the Travelport Enterprise and IBM.

	(b)		The use of the TPF Complex for TPF Systems is [**].

	(c)		If the TPF Adjusted Peak Capacity Usage exceeds TPF Fixed Capacity MIPS for any measurement period for any day in any month, then Travelport must acquire during the following month additional TPF Fixed Capacity in engine boundary configurable increments equal to or greater than the prior month’s reported TPF Buffer Capacity MIPS usage. The purchase price for [] procured by Travelport under this paragraph shall be the []. IBM will adjust TPF Buffer Capacity MIPS to ensure that TPF Buffer Capacity MIPS are approximately [] of TPF Fixed Capacity, subject to IBM processor type [] configuration rules. Maintenance Service and Program charges will be billed for all such additional TPF Fixed Capacity in accordance with any applicable agreements in effect between IBM and the Travelport Enterprise.

(3) General:

IBM shall provide the TPF Buffer Capacity, and Travelport agrees to purchase or lease TPF Fixed Capacity if TPF Buffer Capacity is used, under this AMO Agreement. Specifically, the IBM Buffer Capacity remains IBM’s owned asset until and unless procured by Travelport under the terms and conditions of this AMO Agreement. The capacities and settings of these IBM processor type [**] Machines are shown in Table A below, entitled “TPF Complex Setup”.

Table A TPF Complex Setup

NUMBER OF

TPF FIXED +

TPF FIXED

IBM [**] z10

TPF FIXED

BUFFER

IBM

CAPACITY

TRAVELPORT

PROCESSOR

TPF FIXED

CAPACITY -

TPF BUFFER

CAPACITY -

PROVIDED

MIPS

CEC

SERIAL

CAPACITY

zOS 1.8 MI

CAPACITY

zOS 1.8 MI

TPF BUFFER

BUFFER

AVAILABLE TO

DESIGNATION

NUMBER

MODEL

MIPS

MODEL

MIPS

MIPS %

RUN z/VM

[**]

Note: The Machine capacity designated as available for z/VM Systems shown in the table above does not include capacity used for z/VM Systems on Integrated Facility for Linux (“IFL”) or Integrated Coupling Facilities (“ICF”).

Table B below, entitled “[**] CP MIPS”, shows MIPS data for each IBM processor type [**] capacity setting. The MIPS shown are calculated by multiplying the published IBM LSPR z/OS 1.8 Multi-Image Default Mixed Workload performance measurements by [**].

Table B

[**] CP MIPS

z/OS

V1R8

Machine Type-

Capacity Setting

#CP

MIPS

Group

MSU

[**]

The MIPS shown above are derived from published IBM LSPR z/OS 1.8 Multi-Image Default Mixed Workload performance measurements of IBM machine type [**] Processors. They represent a broad approximation of mixed workload environments, and no representation or warranty is expressed or implied that these MIPS will be realized by Travelport. The Parties agree this MIPS data is to be used solely as a matter of convenience for the purposes discussed in this AMO Agreement.

(4) Capacity Utilization Reporting:

Travelport agrees to measure and report to IBM the number of MIPS used by all of the TPF Complex Systems. This report (the “Capacity Utilization Report”) will be provided to IBM on a monthly basis, in the format of a Microsoft Excel spreadsheet. The Capacity Utilization Report will be used to calculate (i) the charges for capacity utilized in excess of the TPF Fixed Capacity pursuant to this AMO Agreement, and (ii) Airline Hosting MIPS for purposes described in the ESO Agreement.

The Capacity Utilization Report will include, at a minimum:

	-		The installed capacity setting of each Machine in the TPF Complex.

	-		For each TPF Logical System, a list of production LPARs that comprise it and the percentage, if any, of its capacity that consists of Airline Hosting MIPS using the methodology described below, or another methodology proposed by Travelport and acceptable to IBM, such acceptance to not be unreasonably withheld.

	-		For each TPF Complex System, the average number of MIPS used in each [] minute period beginning at midnight, Greenwich Mean Time, of each day ([] measurements per TPF Complex System for each day).

	-		For each [**] minute period, the sum of the average number of MIPS used by all the TPF Complex Systems. For each day, the highest of these numbers (the “Peak Capacity Usage” for that day) will be marked with an asterisk or other readily identifiable mark.

	-		The average number of MIPS used by each TPF Complex System for each [**] minute measurement interval shall be calculated as the sum of the products of (i) each individual Production LPAR’s average utilization for that measurement interval, multiplied by (ii) the Total Enabled Machine Capacity at Initial Capacity Setting (in MIPS) from the TPF Complex Setup Table (Table A), multiplied by (iii) the ratio of the LPAR logical I-Streams to CEC Physical I-Streams.

	-		For each [] minute period, the number of MIPS used by each TPF Logical System that are Airline Hosting MIPS, which will be calculated by (i) multiplying (x) the number of MIPS used by each TPF Logical System during that [] minute period by (y) the percentage of that system that consists of Airline Hosting MIPS, and (ii) taking the sum of the resulting products.

	-		For each day, the Airline Hosting MIPS for the [**] minute period in which the Peak Capacity Usage occurred (the Daily Airline Hosting MIPS) will be marked with an asterisk or other readily identifiable mark.

	-		A description of any circumstances that Travelport believes caused an abnormality in the data that should result in an adjustment to the Peak Capacity Usage or Peak Airline Hosting MIPS for any day, as described below.

	-		Travelport will use the software product [] from [] in z/VM service machine LPARS on each [] to measure capacity utilization for all z/VM Systems each minute, and [] such measurements will be summed and averaged to establish each [] minute z/VM Capacity utilization level that will be shown for that [] minute period in the Capacity Utilization Report. Travelport may, with the approval of IBM, which will not be unreasonably withheld, change the method of calculating the z/VM usage.

The Capacity Utilization Report for each month will be available to IBM no later than the 15 ^th day of the following month, except, however, that no report will be required from Travelport until the month after the six System z9 Displaced Machines have been replaced with the System z10 Replacement Machines, as described in Exhibit B, but no later than for calendar month July 2010 usage. Travelport will deliver the monthly report electronically to, at a minimum, the IBM AMO Project Executive, the IBM Client Executive, the IBM AMO Account Support Representative and the IBM TPF Product Line Manager. IBM will provide Travelport with appropriate contact information for each of these individuals, and will update that information as applicable.

In the event that an abnormality is apparent in the data reflected in the Capacity Utilization Report for any month, whether caused by an operational or data collection error or other unusual circumstance, the Parties will work in good faith to resolve such error or unusual circumstance. Travelport will clearly identify any such area of concern in the data and will provide additional information as reasonably requested by IBM to clarify the reason for the abnormality. The intention of the Parties is to identify unusual capacity abnormalities caused by unpredictable system situations, such as a “looping program” or Machines outage, and, as necessary, make mutually agreed upon adjustments to the TPF Adjusted Peak Capacity Usage, the Daily Airline Hosting MIPS, or both, that may be necessary to fairly reflect those abnormalities. This provision is not intended in any way to mitigate any real peaks in the workload of these Machines. The TPF Adjusted Peak Capacity Usage for each day will be the reported Peak Capacity Usage for that day as adjusted, if necessary, to account for any abnormality. The Daily Airline Hosting MIPS for each day will be the reported Peak Airline Hosting MIPS for that day as adjusted, if necessary, to account for any abnormality.

Travelport will retain, for 60 days after the end of each month, data showing the MIPS used by each TPF Complex System during that month, as recorded by Travelport at one minute intervals. Within that 60 day period, Travelport agrees to provide that data to IBM upon receipt of a written request from IBM.

For the purpose of charging for capacity utilized in excess of the TPF Fixed Capacity, the Capacity Utilization Report for each month must report the highest Peak Capacity Usage for that month.

For the purpose of enabling the calculation the Annual Airline Hosting MIPS Usage (as such term is defined in the ESO Agreement), the Capacity Utilization Report for each month must report the highest Daily Airline Hosting MIPS during that month.

The Capacity Utilization Report will include a specific column for [**], [**], other hosted airlines, and Airline Hosting MIPS. The Airline Hosting MIPS will be the sum of the MIPS reported as described above for [**], [**] and other hosted airlines.

For each TPF Logical System on which both GDS and Airline Hosting MIPS workloads are run, the percentage of that system’s capacity that consists of Airline Hosting MIPS will be measured and reported using one of the following methods as appropriate to the TPF Logical System in question, or another method proposed by Travelport and acceptable to IBM, such acceptance to not be unreasonably withheld:

“Sysco Data Collection” process, which is run on the TPF Logical System called WSP, will be used to calculate the Airline Hosting MIPS used by (1) [**], and (2) other hosted airlines. The “Sysco Data Collection” process will be run twice per day, once in the morning and once in the afternoon, both at or near the peak TPF Logical System utilization period. Travelport will indicate in the Capacity Utilization Report the two [**] minute periods in which the “Sysco Data Collection” process is run each day. The two daily “Sysco Data Collection” process results will be averaged to determine the utilization percentages for both the GDS workload component and the Airline Hosting MIPS workload component of the WSP system. The resulting percentage will then clearly be displayed in each day’s Microsoft Excel data sheet in the Capacity Utilization Report and will be used to determine the Airline Hosting MIPS used by the WSP system. In the event that one of the two Sysco Data Collections in a day is cancelled or fails to report data, the

data from the remaining Sysco Data Collection will be used. If neither Sysco Data Collection reports data, the data from the previous day will be used.

“Entry Control Block Logging Tools” and “Reverse Links Entry Control Block Logging Tools” which are run on the TPF Logical Systems called APO, VSS, PRE, and PGR will be used to calculate the Airline Hosting MIPS used by [**]. The results from the “Entry Control Block Logging Tools” and “Reverse Links Entry Control Block Logging Tools” will be used to determine the utilization percentages for both the GDS workload component and the Airline Hosting MIPS used by the APO, VSS, PRE and PGR systems. The resulting percentages will then clearly be displayed in each day’s Microsoft Excel data sheet in the Capacity Utilization Report and used to determine the Airline Hosting MIPS used by APO, PRE, PGR and VSS.

(5) Miscellaneous:

If Travelport requires additional configured TPF capacity in excess of that described in the TPF Complex Setup Table (Table A), then IBM will offer such capacity in configured Engine boundary increments specified by Travelport for either TPF System or z/VM System use. Maintenance Services and Programs will be charged for all such additional configured capacity. z/VM Capacity will be priced at IBM’s PPA pricing. Any other TPF Complex Machines or microcode enabled changes or additions will also be priced at IBM’s PPA pricing. Any associated Maintenance Services charges will be determined separately in accordance with any applicable agreements that may then be in effect between IBM and the Travelport Enterprise. Charges for Programs will be determined in accordance with any applicable agreement in effect between us, including any applicable Additional Agreement. Notwithstanding the foregoing, IBM is not obligated to provide any equipment or any upgrade of installed equipment beyond the date that the equipment or upgrade is no longer available to IBM customers, as specified in any future withdrawal from marketing announcement.”

13.

Settlement/Termination Charges . Section 16 of the AMO Agreement, entitled “Settlement/Termination Charges”, is amended by adding at the end thereof the following paragraph:

“Notwithstanding anything in this AMO Agreement to the contrary, any Settlement Charge or Termination Charge payable by Travelport pursuant to this AMO Agreement will be reduced by any amounts that may have been then-previously paid by Travelport in connection with the termination of the WebServer Software Special Option referenced as an Included Agreement in Section 3 (the “WSSO).

Any termination of this AMO Agreement shall not constitute or result in the termination of the ESO Agreement. Should the AMO Agreement be terminated prior to the Expiration Date, then notwithstanding such termination, upon IBM’s receipt of any Settlement and/or Termination Charge, Travelport shall be entitled to continue to receive, at no additional charge, IBM Subscription and Support (S&S) and other support, as described in the ESO Agreement, for the remainder of the term of the ESO Agreement.”

14.

Covenants. Section 19 of the AMO Agreement, entitled “Covenants”, is amended by adding at the end thereof the following paragraph:

“It shall be a condition precedent to the transactions contemplated by Amendment 11 to this AMO Agreement that Travelport provide an Agreement of Letter of Credit and an Irrevocable Letter of Credit (“ILOC”) in favor of IBM Credit in the initial amount of [**] and in form and substance satisfactory to IBM Credit in its sole discretion, with the issuer being a financial institution with a Moody’s Investors Service issuer rating of A3 or higher. The ILOC may be reduced in an amount pursuant to an Agreement of Letter of Credit between IBM Credit and Travelport.”

15.

Termination Option. The first paragraph of Section 21 of the AMO Agreement, entitled “Termination Option”, is amended by replacing the date “July 1, 2009” with the date “April 1, 2011”.

	16.		TPF Utilization Credits. Section 33 of the AMO Agreement, entitled “TPF Utilization Credits”, is deleted in its entirety.

	17.		Additional Agreements. Section 34 of the AMO Agreement, entitled “Additional Agreements”, is amended in its entirety to read as follows:

“Each of the Additional Agreements listed below will be considered an Included Agreement for purposes of Section 3 of this AMO Agreement, and any monthly charges that would otherwise be payable pursuant to it for any period of time or transaction occurring during the period after March 31, 2010 through the Expiration Date, will be included in the Monthly Payments and are not separately payable:

	1.		IBM WebServer Software Special Option, as amended

	2.		Enterprise Software Option Agreement, as amended

	3.		General Assignment and Bill of Sale #2

	4.		General Assignment and Bill of Sale #3

	5.		General Assignment and Bill of Sale #4

	6.		IBM Work Order to the IBM Master Project Resources Agreement for Consulting and Integration Services (MPRA), Project Title TPF Support and Consulting Services Work Order, dated March 31, 2010

	7.		IBM Statement of Work for ServiceElite, On-Site Service Technician, Support Line and zSeries Software Services, Statement of Work Number: AG3BFV

	8.		IBM Statement of Work for Availability Management Support Services, dated March 19, 2010, Agreement Number HW72730

	9.		IBM Trial or Loan of Products Supplement, Agreement #0116041, Supplement # LT3ZHPA

	10.		IBM Softek TDMF z/OS Annual Support Services Proforma, dated March 29, 2010

	11.		IBM Trial or Loan of Products Supplement, Agreement #0116041, Supplement # LT3ZHA7

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


	18.		Programs and Services Allotments. Section 35 of the AMO Agreement, entitled “Programs and Services Allotments”, is hereby amended as follows:

	(a)		Section 35.1, entitled “Software Monthly License Charge Program Allotment for non-TPF Programs (the “MLC Allotment”)”, is deleted in its entirety.

	(b)		Section 35.2, entitled “VM Software Subscription and Support Allotment (the “VM S&S Allotment”)”, is amended as follows:

(1)

Replace the table contained therein with the following table:


Period	Amount

07/01/06 — 06/30/07		[**]
07/01/07 — 06/30/08		[**]
07/01/08 — 06/30/09		[**]
07/01/09 — 06/30/10		[**]
07/01/10 — 06/30/11		[**]
07/01/11 — 06/30/12		[**]
07/01/12 — 06/30/13		[**]
07/01/13 — 06/30/14		[**]
07/01/14 — 12/31/14		[**]

(2)

Add the following sentence under the replacement table:

“The allotment amounts included in the above table are available on the first day of each allotment period.”

	(c)		Section 35.3, entitled “Distributed Software Subscription and Support Allotment (the “Distributed S&S Allotment”)”, is deleted in its entirety.

	(d)		Section 35.4, entitled “SoftwareXcel Allotment”, is amended as follows:

(1)

Replace the table contained therein with the following table:


Period	Amount

07/01/06 — 06/30/07		[**]
07/01/07 — 06/30/08		[**]
07/01/08 — 06/30/09		[**]
07/01/09 — 03/31/10		[**]
04/01/10 — 12/31/10		[**]
01/01/11 — 12/31/11		[**]
01/01/12 — 12/31/12		[**]
01/01/13 — 12/31/13		[**]
01/01/14 — 12/31/14		[**]

(2)

Add the following sentence under the replacement table:

“The allotment amounts included in the above table are available on the first day of each allotment period.”

	(e)		Section 35.5, entitled “zOS OTC Services Allotment”, is deleted in its entirety.

	(f)		Section 35.6, entitled “DataPower Maintenance Allotment”, is deleted in its entirety.

	(g)		Section 35.7, entitled “GCC Services Allotment”, is deleted in its entirety.

	(h)		Section 35.8, entitled “Migration Services Allotment”, is hereby deleted in its entirety.

	(i)		Section 35.9, entitled “Transportation/Deinstallation Allotment”, is amended as follows:

(1)

Replace the table contained therein with the following table:


Period	Amount

10/01/07 — 06/30/08		[**]
07/01/08 — 06/30/09		[**]
07/01/09 — 06/30/10		[**]
07/01/10 — 12/31/14		[**]

(2)

Add the following sentence under the replacement table:

“The allotment amounts included in the above table are available on the first day of each allotment period.”

(3)

Amend the last paragraph of Section 35.9 in its entirety to read as follows:

“In the event of expiration or termination of this AMO Agreement, [**] unused Transportation/Deinstallation Allotment on the date of expiration or termination will be refunded to Travelport.”

	19.		Machines Allotments: Section 37 of the AMO Agreement, entitled “Machines Allotments”, is hereby deleted in its entirety.

	20.		Adjustments to Monthly Payments: Section 44 of the AMO Agreement, entitled “Adjustments to Monthly Payments”, is hereby deleted in its entirety.

	21.		Additional Provisions for Lease Assumptions Pursuant to ITSA: Section 45 of the AMO Agreement, entitled “Additional Provisions for Lease Assumptions Pursuant to ITSA”, is hereby deleted in its entirety.

	22.		Supplier Allotments . Section 46 of the AMO Agreement, entitled “Supplier Allotments”, is hereby deleted in its entirety.

	23.		Machines Allotment. The AMO Agreement is amended by adding after Section 46 thereof a new Section 47 to read as follows:

“ 47. Machines Allotment

During the Amendment 11 Extension Term, the Monthly Payment specified for December of each calendar year includes an annual allotment amount (as set forth in the table below) that may be used by Travelport to acquire (i) new IBM Machines and related Products, support (including warranty upgrades) and features directly from IBM during the Amendment 11 Extension Term, and (ii) non-IBM machines and related products, support and features, directly from IBM or from an authorized IBM Business Partner (a “Supplier”) provided such acquisition is in conjunction with the acquisition of other IBM Products. These amounts will be referred to as the “Machines Allotment.” The Machines Allotment is not financed by IBM Credit.

Notwithstanding the foregoing, the Machines Allotment may also be used to acquire up to [**] per year, up to an aggregate amount of [**] for the Amendment 11 Extension Term, of new and additional one time charge software (“OTC SW”) and the Subscription and Support (“S&S”) associated with such OTC SW. For avoidance of doubt, the Machines Allotment may not be used to acquire Monthly License Charge Programs or S&S renewals for OTC SW entitlements as such may exist as of March 31, 2010.

The amount of the Machines Allotment for each of the periods shown below is set forth in the following table:


Period		Amount

03/31/2010 — 12/31/2010		[**]
01/01/2011 — 12/31/2011		[**]
01/01/2012 — 12/31/2012		[**]
01/01/2013 — 12/31/2013		[**]
01/01/2014 — 12/31/2014		[**]
Total		[**]

The Machines Allotment is available to use on March 31st of the first allotment period and, except as described below, on January 1 ^st of each subsequent yearly allotment period.

In order to use the Machines Allotment during any allotment period, (1) Travelport will pay to IBM or the Supplier, as applicable, the charges for acquiring the applicable products and/or services, which charges shall become due as stated in the applicable executed Order Letter or comparable document (in the case of a Supplier), (2) the available Machines Allotment funds for that allotment period will be reduced by the amount of those charges, and (3) the Monthly Payment for December of that allotment period will also be reduced by the amount of those charges. In addition, if Travelport has fully utilized the Machines Allotment funds for any allotment period, Travelport may elect to use the Machines Allotment amount for the subsequent allotment period, prior to the first availability day of the subsequent allotment period as described in the previous paragraph, in which case (1) the available Machines Allotment funds for the subsequent allotment period will be reduced by the amount of the charges for acquiring the applicable products and/or services in the current allotment period to the extent that those charges exceed the Machines Allotment funds for the current allotment period, and (2) the Monthly Payment for December of the subsequent allotment period will also be reduced by the amount of those excess charges.

IBM will perform a reconciliation annually to compare the Machines Allotment available for the preceding year to the actual amounts used for applicable products and services. If the Machines Allotment available for any year, including any amount carried forward from the previous year, is not fully depleted in that year, then the unused balance, but not to exceed [**] of the allotment amount originally available for that year (including any amount carried forward from the previous year), may be carried forward and used in the subsequent years of this AMO Agreement, not to exceed the total shown in the table above, or used past the Expiration Date. Any remaining unused amount of each year’s allotment amount will be held until the termination or expiration of this AMO Agreement, at which time [**] of such amount may be either used to reduce the non-leased, non-financed portion of Travelport’s final Monthly Payment or refunded to Travelport, and [**] shall be retained by IBM.

An Order Letter must be executed by the Parties prior to Travelport’s use of the Machines Allotment towards any transaction under this AMO Agreement.

All future IBM Machines, Software, and Services acquired directly from IBM under this Section will be acquired at the then-current fair values for such Products and Services, as mutually agreed, or in accordance with any other agreements that may currently be in effect between IBM and Travelport at the time of the transaction unless otherwise specified in this AMO Agreement.

For applicable products and services acquired from a Supplier (“Supplied Items”), Travelport is responsible for: (a) selecting the specific Supplied Items; (b) selecting the Supplier; (c) negotiating the price with such Supplier(s); and (d) paying the Supplier. Except to the extent IBM’s Statement of Limited Warranty imposes warranty obligations on IBM for IBM Products, Travelport agrees to indemnify and hold IBM harmless from any damages or liabilities relating to transactions between Travelport and Suppliers. Neither IBM nor IBM Credit will be liable for any dispute that may arise between Travelport and the Suppliers.

Subject to credit approval, Travelport may increase the amount of the Machines Allotment. Any such increased amount will result in an adjusted increase to the Monthly Payment and shall be confirmed in an Order Letter.

If the Machines Allotment is not fully depleted at the expiration or termination of this AMO Agreement, any such unused amounts at the termination or expiration of this AMO Agreement shall be used to reduce the non-leased, non-financed portion of Travelport’s final Monthly Payment. If there is any remainder after this reduction, then [**] percent [**] of the remainder shall be retained by IBM, and the other [**] percent [**] will be refunded to Travelport.”

24.

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

“ 48. [**] Services

Included in the [**] is an allotment of [**] (the “TPF Services Allotment ) to be applied to charges for TPF Program-related Services, including associated [**] services (collectively, “Eligible TPF Services”), to assist in the [**].

Upon the Effective Date of Amendment 11, IBM will make available [**] of the TPF Services Allotment. Thereafter, commencing on [**], and continuing through [**], IBM will make available the remaining [**] of the TPF Services Allotment in an amount of [**] per month, provided IBM is in receipt of Travelport’s [**] for each corresponding month.

Travelport may elect to make additional TPF Services Allotment amounts available prior to making the associated [**] by making a payment equal to the charges for Eligible TPF Services requested by Travelport. Upon receipt of such amount, IBM will reduce the [**] for the following month (and if necessary subsequent month(s)) by the amount of such payment, unless the Parties otherwise agree in an Order Letter.

If the full amount of the TPF Services Allotment has not been used for Eligible TPF Services by [**], then Travelport may use the remaining portion of the TPF Services Allotment for any new Products or Services that it may obtain from IBM.

The TPF Services Allotment provided pursuant to this Agreement must be used during the term of this Agreement. Eligible TPF Services will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually agreed to Statement of Work issued under the IBM Customer Agreement referenced herein as an Associated Document, or any equivalent agreement in effect between us. In the event of the expiration or termination of this AMO Agreement prior to your use of the amount of TPF Services Allotment specified above, IBM shall retain any unused portion of such amount.

Any travel and living expenses associated with the provision of the Eligible Services that are pre-approved in writing by Travelport, as well as any taxes applicable to the Eligible Services, are in addition to any charges for Eligible TPF Services. IBM will invoice you as such charges and you agree to pay such charges.”

25.

Listed Programs Services. The AMO Agreement is amended by adding after Section 48 thereof a new Section 49 to read as follows:

“ 49. Listed Programs Services

Included in the [**] for the period from [**] through [**] is an allotment of [**] (the “LP Services Allotment ) to be applied to charges for IBM Services related to the Listed Programs (as such term is defined the WSSO), including associated [**] services (collectively, “Eligible LP Services”).

Upon receipt of each [**], IBM will make available [**] of the LP Services Allotment. Travelport may elect to make additional amounts of the LP Services Allotment available prior to making the associated [**] by making a payment equal to the charges for such Eligible TPF Services requested by Travelport. Upon receipt of such amount IBM will reduce the [**] for the following month (and if necessary subsequent month(s)) by the amount of such payment, unless the Parties otherwise agree in an Order Letter.

The LP Services Allotment provided pursuant to this AMO Agreement must be used prior to [**]. Eligible LP Services will be provided (i) at then-current fair values, as mutually agreed, or in accordance with any other agreements that may then be in effect between IBM and the Travelport Enterprise, and (ii) pursuant to a mutually agreed Statement of Work issued under the ICA or any equivalent agreement in effect between IBM and the Travelport Enterprise. If the LP Services Allotment is not used by [**] or upon the earlier expiration or termination of this AMO Agreement prior to Travelport’s use of the amount of LP Services Allotment specified above, IBM shall retain any unused portion of such amount.”

26.

z10 Engine Deactivation Credit for Maintenance Services. The AMO Agreement is amended by adding after Section 49 thereof a new Section 50 to read as follows:

“50. z10 Engine Deactivation Credit for Maintenance Services.

Upon 30 days’ notice from Travelport, IBM will deactivate any of the engines in the z10 Machines listed in Exhibit B as requested by Travelport. IBM will provide Travelport a z10 Engine Deactivation Credit for Maintenance Services (“Deactivation Credit”) for any such deactivation. The Deactivation Credit will be calculated from the table in Exhibit P and will be the difference of the Monthly Amount Per Feature Code of the current Processor CP Setting and the Monthly Amount Per Feature code of the new Processor CP Setting. The Deactivation Credit will be applied to reduce the Monthly Payment in full month increments from the month following the Processor CP setting reduction until [**]. The Deactivation Credit will be confirmed via an Order Letter.”

27.

Existing Credits/Funds. The following credits and funds to which Travelport became entitled prior to the Effective Date of Amendment 11 will be retained for later use by Travelport:

	(a)		Any Fixed Capacity Credits to which Travelport is entitled to pursuant to Section 33 of the AMO Agreement deleted by this Amendment 11 (which the Parties estimate to be [**] and is dependent upon IBM’s receipt of the report due IBM on or before April 10, 2010 and Travelport being entitled to such Fixed Capacity Credit in accordance the terms of such Section 33, and in accordance with such report) will be made available to, and retained for later use by, Travelport, notwithstanding the deletion of that Section of the AMO Agreement. These Fixed Capacity Credits may be used in acquiring Products and Services from IBM, but may not be applied against the leased or financed portion of the Monthly Payments payable under the AMO Agreement (unless mutually agreed to by the Parties, as confirmed by an Order Letter). All transactions utilizing Fixed Capacity Credits will be confirmed by an Order Letter.

	(b)		The [**] storage credit described in Order Letter 591 will be retained for later use by Travelport, in accordance with the provisions of that Order Letter.

	(c)		The Parties agree that there is [**] remaining from the GCC Services Allotment provided in Section 35.7 of the AMO Agreement, which amount Travelport may use to acquire Products and Services from IBM notwithstanding the deletion of that Section of the AMO Agreement.

28.

Continued Effect. Except for the changes specified in this Amendment 11, all other terms and conditions of the AMO Agreement remain unmodified.

29.

Entire Agreement. The Parties agree that this Amendment 11 and the Included Agreements are the complete agreement between the Parties and replace any prior oral and/or written communications between the parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 11. If there is a conflict between the terms of this Amendment and the terms of an Included Agreement, this Amendment 11 prevails.

Agreed to: Agreed to as to the 3 ^rd introductory paragraph only:

Travelport, LP by Travelport Holdings, LLC ,
its General Partner Travelport, Inc.

By:     /s/ Mark P. Ryan By:     /s/ Mark P. Ryan

Authorized Signature Authorized Signature

Name (type or print):      Mark P. Ryan Name (type or print):      Mark P. Ryan

Date:     3/31/2010 Date:     3/31/2010

Jurisdiction of Organization: Delaware

Agreed to: Agreed to:

International Business Machines Corporation IBM Credit LLC

By:     /s/ John M. Segler By:     /s/ Judson A. Fickler

Authorized Signature Authorized Signature

Name (type or print):     John M. Segler Name (type or print):     Judson A. Fickler

Date:     3/31/2010 Date:     3/31/2010

Customer No.: 9885094

AMO Agreement No.: ASVB594

IBM Customer Agreement No.: JJT-0003

Term Lease Agreement No.: JJT-0001

Attachment 1

Exhibit A
Monthly Payments

The Monthly Payments shall be as follows:


Month	Monthly Payment
[**]		[**]

Note: It shall be a condition precedent to the transactions contemplated by Amendment 11 to the AMO Agreement that IBM receive, via a wire transfer on or before 2 PM Eastern Daylight Time on March 31, 2010, the amount of US [**] as part of the Monthly Payment for March 2010 as provided above, as per the following electronic payment instructions:

PNC Bank
Attn: IBM Corporation
500 First Avenue
Pittsburgh, PA 15219

PNC Bank Contact: Donna Haber
Telephone: 732-220-3258
[**]

Attachment 2

Exhibit B
Capacity Plan

Processor Capacity Plan

Environment definitions by Workload:

TPF Complex: The TPF Complex is composed of [**] Machines currently operating in the existing Travelport GDS System. This complex will be created via the upgrade of these [**] machines to [**] machines. These Machines will be shipped by IBM on or before March 31, 2010 and upgraded as shown in Attachment 1.

zOS Complex: zOS applications are currently hosted on [**] Machines, serials [**]. This complex will be created via the upgrade of these [**] Machines to [**] machines. These Machines will be shipped by IBM on or before March 31, 2010 and upgraded as shown in Attachment 1.

DR Complex: DR applications are currently hosted on [**] Machines, serials [**]. This complex will be created via the upgrade of these [**] Machines to [**] machines. These Machines will be shipped by IBM on or before March 31, 2010 and upgraded as shown in Attachment 1.

I. TPF, zOS and DR Complexes:

Hybrid Machine Upgrades

As part of the IBM Hybrid Program (“Hybrid Program”), the Leases for the Base Capacity Machines identified below as “Displaced Machines” are being terminated on the Lease Termination Dates shown below and the Displaced Machines are being returned by Travelport to IBM Credit. The Leases associated with the Displaced Machines will be terminated and the Lease termination charges will be financed by IBM Credit upon the installation of the corresponding Replacement Machines and such termination charges are included in the Monthly Payments. As a replacement to the Displaced Machines, Travelport is receiving the upgraded IBM Replacement Machines identified below and further described in Attachment 1 to this Exhibit B, which will be leased to Travelport under the TLA and subject to this AMO Agreement.

A. TPF Complex:

IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s TPF Complex as defined above:


TPF Complex			TPF Complex
Displaced Machines		Replacement Machines
	Lease	Machine-Model	Estimated Date	Return
Machine-Model-Serial #	Termination Date	Plant Order#	of Installation	Date

[**]	[**]	[**]	[**]	[**]

			These Machines are being leased pursuant to TLA Option B’.

	B.		zOS Complex:

			IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s zOS Complex as defined above:


zOS Complex			zOS Complex
Displaced Machines		Replacement Machines
	Lease	Machine-Model	Estimated Date of	Return
Machine-Model-Serial #	Termination Date	Plant Order#	Installation	Date

[**]	[**]	[**]	[**]	[**]

			These Machines are being leased pursuant to TLA Option B’.

	C.		DR Complex:

			IBM will deliver [**] Machines as specified below for use in the Travelport Enterprise’s DR Complex as defined above:


DR Complex			DR Complex
Displaced Machines		Replacement Machines
	Lease	Machine-Model	Estimated Date of	Return
Machine-Model-Serial #	Termination Date	Plant Order#	Installation	Date

[**]	[**]	[**]	[**]	[**]

These Machines are being leased pursuant to TLA Option B’.

The Replacement Machines are the result of new IBM upgrades being added to used IBM Credit base Machines. The Displaced Machines must be returned to IBM Credit within 90 days of the shipment of the Replacement Machines pursuant to the terms of Section 25 of the TLA. As of the applicable Lease Termination Dates, Travelport releases all of its interest in the Displaced Machines and IBM Credit agrees to discontinue the Leases for the Displaced Machines and to relieve Travelport from all continuing obligations after the Displaced Machines are returned to IBM Credit, provided Travelport has paid all amounts due and payable or any other amounts (such as

taxes) that may have accrued for the Displaced Machines up to the applicable Termination Dates. Travelport acknowledges it shall continue to be responsible for those obligations that would survive the discontinuance of the Lease for Displaced Machines as set forth in the TLA.

If Travelport returns any of the Displaced Machines to IBM Credit prior to [**], IBM will provide a Monthly Early Return Credit from the date of return through [**], in the applicable amount shown in the table below for each specified Displaced Machine.

Normal installation of the Replacement Machines, as well as de-installation, packing and return shipping of the Displaced Machines, will not be separately chargeable to Travelport; however should Travelport fail to return any of the Displaced Machines within the 90 day period described above, IBM shall charge Travelport a rental fee as shown in the table below for each retained Displaced Machine for each month or partial month) in excess of the 90 day return period described above. Maintenance Services charges will be in addition to the amounts shown below.


Displaced Machine Serial		Rent/Month

[**]		[**]

Installation and De-installation

For the Machines specified above, IBM shall be responsible for normal installation of the Machines and de-installation of the Machines. IBM shall also be responsible for the normal de-installation of the Machine Modifications indicated in Attachment 1. 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.

Attachment 1 to Exhibit B

Configurations of the [**] Machine Modifications for the TPF Complex

Maintenance Services are included with these Machines through [**].

1. CEC100


Product		Description	Qty

	[**]	[**]		[**]

2. CEC200


Product		Description	Qty

	[**]	[**]		[**]

3. CEC300


Product		Description	Qty

	[**]	[**]		[**]

4. CEC400


Product		Description	Qty

	[**]	[**]		[**]

5. CEC500


Product		Description	Qty

	[**]	[**]		[**]

6. CEC600


Product		Description	Qty

	[**]	[**]		[**]

7. CEC801


Product		Description	Qty

	[**]	[**]		[**]

8. CEC901


Product		Description	Qty

	[**]	[**]		[**]

9. SYS61


Product		Description	Qty

	[**]	[**]		[**]

10. SYS63


Product		Description	Qty

	[**]	[**]		[**]

Attachment 3

Exhibit C
Current Machines

Travelport — Leased Machines

Maintenance Services are included for the Machines listed below until the applicable Return Date for each such Machine.

Processors:


Machine Serial	Machine
Number	Type		Machine Model		Return Date
[**]		[**]		[**]	[**]

Maintenance Services are included for each of the Machines listed below until the applicable Maintenance End Date shown below.

Storage:

Lease

End or

Machine

Serial

Return

Maintenance

Type

Model

Number

Date

End Date

[**]

Lease

End or

Machine

Serial

Return

Maintenance

Type

Model

Number

Date

End Date

[**]

The following Travelport — Leased Machines are on warranty. Upon warranty expiration, the Machines with Maintenance End dates shown below will be placed on Maintenance Services until the applicable Maintenance End Date shown below.

Lease

Charges

End or

Start Date

Machine

Serial

Return

(Warranty

Maintenance

Type

Model

Number

Date

Exit Date)

End Date

[**]

The following Travelport Leased Machines are not on Maintenance.


			Lease
			End or
Machine		Serial	Return
Type	Model	Number	Date
[**]	[**]	[**]	[**]

II. Travelport — Owned Machines

The following Travelport -owned Machines are currently on warranty. Upon warranty expiration, the Machines with Maintenance End dates shown below will be placed on Maintenance Services until the applicable Maintenance End Date shown below.


			Charges
			Start Date
Machine		Order	(Warranty	Warranty	Maintenance
Type	Model	Serial	Exit Date)	Status	End Date
[**]	[**]	[**]	[**]	[**]	[**]

The following Travelport -owned Machines are currently on Maintenance Services and will remain on Maintenance Services until the Maintenance End Date shown below.

Order

Maintenance

Machine Type

Model

Serial

End Date

[*]

[**]

IBM and Travelport will perform a reconciliation of Exhibit C and if discrepancies are found, IBM will adjust the Monthly Payment based on the additions and or deletions which Travelport and IBM mutually agree to make to Exhibit C.

Attachment 4

Exhibit F
Settlement/Termination Percentages

Termination Percentages


Termination Date	Termination Percentage
[**]		[**]

II.

Settlement Percentages


Default Date		Settlement Percentage
[**]		[**]

Attachment 5

Exhibit G
Travelport Order Letter

IBM Corporation
13800 Diplomat Drive
Dallas, TX 75234

Attention: Order Letter Administrator, Fax Number: (877) 426-2493, Email: oiocso@br.ibm.com

Subject: Asset Management Offering Agreement, effective as of July 1, 2002, among IBM, IBM Credit and Travelport; AMO Agreement No. ASVB594, as amended (collectively, the “AMO Agreement”).

Order Letter Number:

Travelport 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.

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


Customer Number:			9885094
Installed at Address:			760 Doug Davis Dr; Hapeville, GA 30354
Product Type, Model/Feature, Description:
Plant Order or MES Number:
Serial Number:
Customer Requested Arrival Date:
Estimated Date of Installation:
Return Date:
Term:
TLA Option:
Warranty Period:
IBM Licensed Internal Code (LIC)*:
Production Status:
Warranty- Type of Service:


Charges:		The Monthly Payments under the AMO Agreement will be increased (decreased) $XXXXX.XX per month for XX months effective from XX/XX/XX through XX/XX/XX for the transactions in this Order Letter./The Monthly Payments under the AMO Agreement will not be changed for the transaction in this Order Letter.


Contractual Basis for Charges:		Request of Mr./Ms.		, Travelport

Additional Settlement/Termination Percentages:

Travelport 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 Travelport’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 Travelport which is also indicated in the Machine’s “Description” field of this Order Letter.

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

The Parties agree that:

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).

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

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

With respect to any Machine ordered in this Order Letter, if Travelport contractually agrees to capacity monitoring of the Machine, then, in order for Travelport to comply with such terms, IBM Credit will allow the installation of any changes, additions, and/or capacity monitoring Machines or software on such Machine by its manufacturer, or permit its manufacturer to monitor the Machine capacity.

Unless otherwise agreed to in writing by the Parties and prior to the return to IBM Credit of any Machine ordered in this Order Letter, Travelport is responsible for removing all information and data, including, but not limited to, programs not licensed to that specific Machine. IBM Credit has no obligation to remove Travelport’s or any other party’s information from the Machine.

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

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

By signing below, Travelport confirms that its correct legal name is “Travelport, LP” and that its jurisdiction of organization is Delaware.

By signing below for our respective Enterprises, the Parties agree to the terms of this Order Letter without modification.


Agreed to:
Travelport, LP by Travelport Holdings, LLC , its General Partner				Customer No.: 9885094

				Jurisdiction 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:

Attachment 6

Exhibit M
Preferred Pricing Arrangement

For incremental capacity to the Processor Capacity Plan for System z Machines contemplated by this AMO Agreement, IBM will provide Travelport with the following Preferred Pricing Arrangement (“PPA”) terms and conditions, so long as IBM continues to offer a System z Preferred Pricing Arrangement to any other commercial customer in the United States.

It is Travelport’s intent to satisfy all of the Travelport Enterprise’s future incremental System z Processor requirements with Products acquired new directly from IBM. Beginning on the signature date of the AMO Agreement, IBM will provide Travelport with the most favorable prices generally made available in the United States to our best end user commercial customers at the time of proposal (“Most Favorable Prices”). Most Favorable Prices is defined as the piece parts transaction purchase price which is equal to or lower than the lowest price received from IBM by any other commercial end user for “Equivalent Technology” operating in an OS/390, MVS, VM, VSE, VM, VSE, zVM or zOS environment up to the date the proposal is requested. “Most Favorable Prices” is measured in CPU price per MIPS. “Equivalent Technology” for System z is defined as the same IBM Machine type/model and configuration or modification. These Most Favorable Prices will apply to the eligible Products listed below when such Products are acquired by Travelport new directly from IBM in, and for use in, the United States under standard terms and conditions, as reflected in the IBM Customer Agreement (“ICA”) JJT-0003. Any unique terms and conditions in individual transactions between IBM and Travelport may require that the prices to Travelport be adjusted. Capitalized terms not defined herein are defined in the ICA.

IBM will make available to Travelport, at the time of proposal and up to the time of sale, the benefits of any promotional offerings that IBM is then making generally available in the United States to an end-user commercial customer for eligible products. If Travelport qualifies for and selects any such promotional offering, it shall be in lieu of the Most Favorable Prices provided by this Arrangement.

The eligible product machine type is [**] .

Industry specific Products; Product pricing for capacity tied to specific applications as set out in Attachment A, if applicable, which is attached hereto and made a part hereof; outsourcing; Asset Management Offerings; Open Infrastructure Offerings; used Products; and IBM Products not listed above shall not be considered for purposes of establishing the Most Favorable Prices each quarter and are excluded from this Arrangement. If and to the extent IBM modifies Attachment A, or an equivalent document, for all of its commercial customers, IBM may change Attachment A by providing Travelport an amended Attachment A, in writing, at any time. Such amendment will be effective immediately. In addition, unauthorized prices; prices offered to resolve a customer complaint or customer litigation; promotional; other offerings which require the acceptance of the unique terms and conditions associate with the offering; and special bid prices authorized to sell Products withdrawn from marketing shall not be considered for purposes of establishing the Most Favorable Prices each quarter and are excluded from this Arrangement.

Unless otherwise agreed to by IBM, Product purchases pursuant to this Arrangement shall not be considered eligible revenues for purposes of any existing IBM revenue incentive offerings.

Travelport agrees not to disclose the terms or existence of this Arrangement to any third party without IBM’s prior written approval, unless required by law. Notwithstanding the foregoing, Travelport may disclose the existence and terms of this Arrangement to its legal counsel and independent auditors under the terms of a written confidentiality agreement between Travelport and such party sufficient to require that party to treat the existence and terms of this Arrangement as confidential in the accordance with this Section and to require that party not to use the existence or terms of this Arrangement for the benefit of any other person or entity.

IBM may, at any time, terminate the provisions of this Arrangement, by written notice to Travelport, if IBM no longer offers terms and conditions similar to those contained in this PPA to any of its commercial customers. This Arrangement shall, unless otherwise terminated, expire on the Expiration Date of the AMO Agreement. However, obligations under the above-referenced ICA or any other agreement between IBM and Travelport shall survive the termination of this Arrangement.

Attachment A to Exhibit M (Preferred Pricing Arrangement)

[**]

Attachment 7

Exhibit N

Revised Special Offering Attachment for VM Charges on IBM System z10 Machines

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. Travelport accepts 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.

2.		Eligible Programs

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

	A.		VM OTC:


Product
Number		Product
[**]		[**]

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

	B.		VM MLC:

			GVM-VM4-DL2 Merged Machine — []**

			[] serial number to be determined when [] is upgraded.

			Priced on (4) engines as a []**


Systems In Report:	System Name	MTM
[**]	[**]		[**]

LTST VM Machine — [**]
[**] serial number to be determined when [**] is upgraded.

Priced on (3) engines as a [**]


Systems In Report:	System Name	MTM
[**]	[**]	[**]

DL1 VM Machine — [**]
[**] serial number to be determined when [**] is upgraded.

Priced on (1) engine as a [**]


Systems In Report:	System Name	MTM
[**]	[**]	[**]

The Programs listed above are monthly license charge Programs licensed under the terms of the ICA (collectively, the “VM MLC Programs”). The Software Maintenance for such VM MLC Programs is provided under the IAASM.

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


Machine Serial:		[**]
VM LPAR Name(s):		[**]
VM LPAR engine boundary capacity (in MSUs):		[**]


Machine Serial:		[**]
VM LPAR Name(s):		[**]
VM LPAR engine boundary capacity (in MSUs):		[**]


Machine Serial:		[**]
VM LPAR Name(s):		[**]
VM LPAR engine boundary capacity (in MSUs):		[**]

Charges

As long as the following conditions are met, IBM agrees to charge Travelport only for the capacity on which the Eligible Programs are running:

	•		The Eligible Programs and any TPF guest workload must reside in a PR/SM LPAR provided that the LPAR(s) align to a full engine(s) boundary;

	•		Travelport has and must continue to license [**], to the number of shared VM engine(s);

	•		VM MLC Program licensing and charging is at the MSU capacity of the engine(s) in the LPAR(s) shown above;

	•		VSE and z/OS guest workloads are not allowed in the shared LPAR(s);

	•		Must provide Call Home data of the VM LPAR(s) size annually; and

	•		If VM LPAR exceeds the engine boundary capacity as set forth in the table above, Travelport must notify IBM and the Parties will review the terms, conditions and pricing described in this Attachment and make adjustments thereto.

Your Responsibilities

			You agree to:

	(1)		promptly install any enabling code for IBM Programs or IBM System z Licensed Internal Code (“LIC”), if any, required for the pricing described in this Attachment.

	(2)		notify IBM if you elect to convert from the pricing described in this Attachment to another form that is generally available to you.

	(3)		configure your Machine to send Transmit System Availability Data (TSAD) weekly to IBM via the Remote Support Facility (RSF). This enables IBM to verify that the product LPAR utilization capacity MSUs are consistent with your actual Machine configuration. Failure to submit TSAD may result in IBM VM MLC Programs being charged on a Full Capacity MSU basis.

	(4)		assign a person in your organization with authority to discuss and promptly resolve any questions or inconsistencies concerning VM OTC or VM MLC sub-capacity, current license entitlement, and configuration data reported via the RSF for the Machines running VM.

General

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

			In the event that IBM makes generally available a sub-capacity offering supported under VM, this Attachment shall terminate. This Attachment shall be valid from March 31, 2010 through the termination or expiration of the AMO Agreement. The terms in this Attachment are IBM Confidential.

Attachment 8

Exhibit P

Table for z10 Engine Deactivation Credit for Maintenance Services

Monthly maintenance pricing “per processor” chart

Feature

Monthly Amount Per

Code

Description

z10 Series

Feature Code

[**]

•

These prices are to be used for downgrades only and cannot used for upgrades.

•

Pricing is based on Travelport’s discount structure.

•

These rates are for standard, non specialty, Engines only.

•

There are other features that affect the maintenance price on a z10 so these rates should not be used as a total maintenance price on the Machine (meaning it should not be assumed the price for a z Machine will only come from this chart.)

Exhibit 31.1

CERTIFICATIONS

I, Jeff Clarke, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Travelport Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 6, 2010
		/s/ Jeff Clarke Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Philip Emery, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Travelport Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 6, 2010
		/s/ Philip Emery Chief Financial Officer

Exhibit 32

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Travelport Limited (the “Company”) on Form 10-Q for the period ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jeff Clarke, as Chief Executive Officer of the Company, and Philip Emery, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:


	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jeff Clarke

Jeff Clarke

Chief Executive Officer

May 6, 2010

/s/ Philip Emery

Philip Emery

Chief Financial Officer

May 6, 2010