Risk Factors

        See "Risk Factors" for a description of the risks you should consider before deciding to participate in the exchange offer.

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RISK FACTORS

         You should consider carefully the following information about these risks, together with the other information contained in this prospectus, before participating in the exchange offer.

Risks Related to Our Indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the notes.

        We are highly leveraged. As of December 31, 2006, our total indebtedness was approximately $3,647 million ($4,762 million giving effect to the proposed acquisition of Worldspan), including the notes. We also had an additional $275 million ($300 million giving effect to the proposed acquisition of Worldspan) available for borrowing under the revolving credit facility, as well as the additional $19.1 million available under our $125 million ($150 million giving effect to the proposed acquisition of Worldspan) synthetic letter of credit facility under our senior secured credit facilities and the option to raise incremental senior secured credit facilities of up to $500 million. The following chart shows our level of indebtedness as of December 31, 2006 after giving effect to the Transactions (U.S. dollar equivalent at the exchange rate of one euro to $1.3199 with respect to euro denominated amounts).

        Our high degree of leverage could have important consequences for you, including:

•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;



•

exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our senior secured credit facilities and the senior notes, are at variable rates of interest;



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making it more difficult for us to make payments on the notes;



•

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;



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limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and



•

limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

        The senior secured credit agreement and the indentures governing the notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit the Parent Guarantor's and its restricted subsidiaries' ability to, among other things:

•

incur additional indebtedness or issue certain preferred shares;



•

pay dividends on, repurchase or make distributions in respect of their capital stock or make other restricted payments;



•

make certain investments;



•

sell certain assets;



•

create liens on certain assets to secure debt;

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•

consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;



•

enter into certain transactions with their affiliates; and



•

designate their subsidiaries as unrestricted subsidiaries.

        In addition, under the senior secured credit agreement, beginning on March 31, 2007, we are required to satisfy and maintain a maximum total leverage ratio. Our ability to meet that financial ratio can be affected by events beyond our control, and we cannot assure you that we will meet that ratio. A breach of any of these covenants could result in a default under the senior secured credit agreement. Upon the occurrence of an event of default under the senior secured credit agreement, the lenders could elect to declare all amounts outstanding under the senior secured credit agreement to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the senior secured credit agreement could proceed against the collateral granted to them to secure that indebtedness. We pledged a significant portion of our assets as collateral under the senior secured credit agreement. If the lenders under the senior secured credit agreement accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay the senior secured credit agreement as well as our unsecured indebtedness, including the notes. See "Description of Other Indebtedness."

Despite our high indebtedness level, we and our subsidiaries may still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures do not fully prohibit us or our subsidiaries from doing so. In addition to the $275 million available for borrowing under the revolving credit facility and the $19.1 million available under our $125 million synthetic letter of credit facility under our senior secured credit facilities, both as of December 31, 2006, we have the right to add incremental term loan facilities or to increase commitments under the revolving credit facility up to an aggregate amount of $500 million. All of those borrowings and any other secured indebtedness permitted under the senior credit agreement and the indentures are effectively senior to the notes and the subsidiary guarantees. If new debt is added to our and our subsidiaries' existing debt levels, the related risks that we now face would increase. In addition, the indentures governing the notes do not prevent us from incurring obligations that do not constitute indebtedness.

Risks Relating to Our Business

Our revenue is derived from the travel industry, and a prolonged substantial decrease in travel volume, particularly air travel, as well as other industry trends, could adversely affect us.

        Our revenue is derived from the worldwide travel industry. As such, our revenue increases and decreases with the level of travel activity, particularly air travel volume, and is therefore highly subject to declines in or disruptions to travel, particularly air travel, due to factors entirely outside of our control. Such factors include:

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global security issues, political instability, acts or threats of terrorism, hostilities or war, and other political issues that could adversely affect travel volume in our key markets;



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epidemics or pandemics, such as the avian flu and SARS;



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natural disasters, such as hurricanes and earthquakes;



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general economic conditions, particularly to the extent that adverse conditions may cause a decline in travel volume;



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the financial condition of travel suppliers, including the airline and hotel industry, and the impact of such financial condition on the cost and availability of air travel and hotel rooms;



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increases in fuel prices;



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changes to regulations governing the airline and travel industry;

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•

work stoppages or labor unrest at any of the major airlines or airports;



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increased airport security that could reduce the convenience of air travel;



•

travelers' perception of the occurrence of travel-related accidents, or of the scope, severity and timing of the other factors described above; and



•

changes in occupancy and room rates achieved by hotels.

        For the reasons indicated above, prolonged substantial decreases in travel volumes, particularly air travel, could have an adverse impact on our business, financial condition, results of operations and liquidity and capital resources.

        We may also be adversely affected by shifting trends in the travel industry. For example, a significant portion of the revenue of GTA, our wholesale travel company, is attributable to distribution through traditional wholesale and tour operators serving both group and individual travelers. In certain markets, an increasing proportion of travel is shifting away from that segment towards more independent, unpackaged travel. To the extent GTA or other components of our business are unable to adapt to such shifting trends, our results of operations may be adversely affected.

The travel industry is highly competitive, and we are subject to risks relating to competition that may adversely affect our performance.

        Our B2B businesses, which consist primarily of our GDS and GTA, and our B2C businesses, which consist primarily of our online travel agencies, operate in highly competitive industries. If we cannot compete effectively against our competitors, we may lose business, which may adversely affect our financial performance. Our continued success depends, in large part, upon our ability to compete effectively in industries that contain numerous competitors, some of which may have significantly greater financial, marketing, personnel and other resources than we have.

        Factors affecting the competitive success of travel distribution providers, including our GDS, include the timeliness, reliability and scope of the travel inventory and related information offered, the reliability and ease of use of the system, the fees charged and inducements paid to travel agencies, the transaction fees charged to travel suppliers and the range of products and services available to travel suppliers and travel agencies. GDSs have two different categories of customers—travel suppliers and travel agencies—which gives rise to a two-sided market. We are, therefore, subject to the interrelated network effects arising out of the interaction between these two sides. We need to offer competitive terms to travel suppliers to obtain sufficient travel content that will allow us to provide a competitive offering to travel agencies in order to gain and maintain travel agency customers. If we are not able to attract large numbers of travel agency customers, our ability to obtain content from travel suppliers will be affected adversely.

        The deregulation of the GDS industry in the United States in mid-2004 has significantly increased competitive pressures on GDS providers. In addition, the European Commission is currently contemplating revising or repealing the regulations affecting the GDS industry within the European Union. Increased competition could require us to further increase spending on marketing or product development, decrease our transaction fees and other revenue, increase inducement payments or take other actions that could have a material adverse effect on our business, financial condition or results of operations. Our GDS operations compete with other traditional GDS businesses such as Amadeus Global Travel Distribution S.A., Sabre, Inc. and Worldspan, with alternative intermediate distribution technologies and with direct distribution by travel suppliers, such as airlines, hotels and car rental companies, many of which distribute all or part of their inventory directly through their own websites. Our GDS also competes with new companies in the travel distribution industry that are developing distribution systems without the large technology investment and network costs of a traditional GDS.

        Factors affecting the competitive success of travel wholesalers include customer service, the availability of travel inventory, pricing, the reliability of the reservation system, the geographic scope of products and services offered, and the ability to package products and services in ways appealing to

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travelers. The wholesale travel industry is highly fragmented, and GTA competes with small regional and local wholesalers, certain global wholesalers such as Miki Travel Limited and Kuoni Group, as well as with travel agencies, particularly online agencies, that do not go through a wholesaler to acquire travel inventory from hotels and other travel suppliers. In addition, the enhanced presence of online travel agencies is placing pressure on GTA's ability to secure allocations of hotel rooms.

        Factors affecting the competitive success of online travel agencies include price, the availability of travel inventory, brand recognition, ease of use, the fees charged to travelers, accessibility, customer service and reliability. A number of our competitors may have greater brand recognition than we do or have greater financial resources or flexibility to finance branding efforts. We compete with traditional travel agencies, other online travel agencies and supplier websites and other online and offline travel planning service providers, including aggregator sites that offer inventory from multiple suppliers.

        We potentially face competition from a number of large Internet companies and services that have expertise in developing online commerce and in facilitating Internet traffic, including Google, AOL and Yahoo!, the latter two of which partner with Travelocity to offer travel products and services directly to consumers. We also compete with "meta-search" companies such as Kayak.com, Sidestep, Inc. and Yahoo!/Farechase, which are companies that leverage their search technology to aggregate travel search results across supplier, online travel agency and other websites. Competition from these and other sources could have a material adverse effect on our business, financial condition or results of operations.

        Some of our competitors may be able to secure services and products from travel suppliers on more favorable terms. In addition, the introduction of new technologies and the expansion of existing technologies may increase competitive pressures. Increased competition may result in reduced operating margins, as well as loss of industry share and brand recognition. We cannot assure you that we will be able to compete successfully against current and future competitors. Competitive pressures faced by us could have a material adverse effect on our business, financial condition or results of operations.

We may not be able to successfully acquire, integrate our operations with or attain the expected benefits of our intended acquisition of Worldspan.

        We have entered into an agreement to acquire Worldspan, and believe this acquisition will enhance our future financial performance by capitalizing on natural operational synergies. The travel distribution industry is highly regulated, and anti-trust and other regulatory approvals for this acquisition are still pending. Regulatory hurdles may prevent us from successfully acquiring Worldspan, depriving us from the anticipated financial benefits of this intended acquisition.

        Moreover, our proposed acquisition of Worldspan presents challenges to management, including the integration of our administrative operations, systems and personnel with those of Worldspan. The acquisition also poses other risks commonly associated with similar transactions, including unanticipated liabilities, unexpected costs and the diversion of management's attention to the integration of the operations of the combined companies. Any difficulties that our combined company encounters in the transition and integration processes, and any level of integration that is not successfully achieved, could have an adverse effect on our revenue, level of expenses and operating results. We may also experience operational interruptions or the loss of key employees, suppliers and customers. As a result, notwithstanding our expectations, we may not realize the anticipated benefits or cost savings of the Worldspan acquisition. In addition, if we do successfully complete the Worldspan acquisition, our total outstanding indebtedness will increase. As of December 31, 2006, after giving effect to the proposed acquisition of Worldspan, our total indebtedness would have been $4,762 million.

We are reliant upon information technology to operate our businesses and maintain our competitiveness, and any failure to adapt them to technological developments or industry trends could harm our business.

        We depend upon the use of sophisticated information technologies and systems, including technologies and systems utilized for reservation systems, communications, procurement and

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administrative systems. Certain of our businesses also rely on third-party GDSs or other technologies. As our operations grow in both size and scope, we continuously need to improve and upgrade our systems and infrastructure to offer an increasing number of customers and travel suppliers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. Our future success also depends on our ability to adapt to rapidly changing technologies in our industry, particularly the increasing use of Internet-based products and services, to change our services and infrastructure so they address evolving industry standards, and to improve the performance, features and reliability of our service in response to competitive service and product offerings and the evolving demands of the marketplace. Furthermore, our use of such technology could be challenged by claims that we have infringed upon the patents, copyrights or other intellectual property rights of others.

        One of our online travel agencies, ebookers, operates on systems that require a significant amount of manual processing, which have resulted in substantial reporting and maintenance costs. If we are unable to improve its systems to address these concerns, we may incur excess costs, be unable to take advantage of efficiencies of scale, or lose customers. Finally, we are in the process of implementing a new enterprise resource planning system developed by Oracle throughout our businesses in order to improve our ability to report information accurately, reduce our reliance on manual processing, and enhance our ability to respond to market developments more quickly. Delays or difficulties in implementing the system may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all.

        There generally can be no assurances that we will be able to maintain existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as our competitors or in a cost-effective manner. Also, there can be no assurances that we will achieve the benefits anticipated or required from any new technology or system, or that we will be able to devote financial resources to new technologies and systems in the future.

System interruptions may cause us to lose customers or business opportunities or to incur liabilities.

        Our inability to maintain and improve our information technology systems and infrastructure may result in system interruptions. For example, ebookers, OctopusTravel.com and GTA operate on systems that have had stability and other attendant risks. System interruptions and slow delivery times, unreliable service levels, prolonged or frequent service outages, or insufficient capacity may prevent us from efficiently providing services to our customers or other third parties, which could result in our losing customers and revenue, or incurring liabilities. In addition to the risks from inadequate maintenance or upgrading, our information technologies and systems are vulnerable to damage or interruption from various causes, including (i) natural disasters, war and acts of terrorism, (ii) power losses, computer systems failure, Internet and telecommunications or data network failures, operator error, losses and corruption of data, and similar events, (iii) computer viruses, penetration by individuals seeking to disrupt operations or misappropriate information and other physical or electronic breaches of security, and (iv) the failure of third-party systems or services that we rely upon to maintain our own operations. Any extended interruption in our technologies or systems could significantly curtail our ability to conduct our businesses and generate revenue.

We are dependent upon third-party systems and service providers.

        We rely on certain third-party computer systems, service providers and software companies, such as AT&T and IBM. In particular, Galileo and our B2C businesses rely on third parties to conduct searches for airfares, our B2C businesses use third parties to access certain hotel inventory, and Orbitz also relies on third party providers of computer infrastructure critical to its business. Any interruption in these third-party services or deterioration in their performance may have a material adverse effect on us. In particular, the loss of our search technology licenses from a third party, which may expire as early as 2007, would have an adverse effect on us, as Orbitz has developed proprietary support services

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and software architecture that enables it to use such search technology in connection with its booking engine. Some of our agreements with third-party service providers are terminable upon short notice and in many cases do not provide recourse for service interruptions.

        In addition, Orbitz uses Worldspan for its GDS under an agreement that expires in 2011. Because Orbitz operates under this agreement, any interruption or deterioration in Worldspan's products or services could prevent us from searching and/or booking airline and rental car reservations, which could have an adverse effect on us.

        Galileo utilizes third party, independently owned and managed, national distribution companies to distribute and provide its services in certain international jurisdictions.

        In the event the performance of such third parties deteriorates or our arrangements with any of such third parties are terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms or be able to do so without significant cost or disruptions to our businesses. These may have a material adverse effect on our business, financial condition and/or results of operations.

Trends in pricing and other terms of agreements among airlines, GDSs and travel agencies have reduced, and could further reduce in the future, our revenue and margins.

        A significant portion of our revenue depends on the fees paid by airlines for bookings made through our GDS. Airlines have sought to reduce or eliminate these fees in an effort to reduce distribution costs. One manner in which they have done so is to differentiate the fares and inventory, also known as content, that they provide to us and to our GDS competitors. In these cases, airlines provide some of their content to GDSs, while withholding other content, such as lower cost "web" fares, unless the GDSs and the agencies agree to participate in a cost reduction program. Certain airlines have also threatened to withdraw content, in whole or in part, from individual GDSs as a means of obtaining lower segment fees. Travel agencies have sought to counteract the effect of these cost reduction programs and lower commissions received from airlines by demanding higher financial incentives from the GDSs.

        We have entered into full content agreements with the six largest U.S. airlines that generally expire in 2011. The full content agreements we have with international airlines generally expire over the next three years. There is no way to predict our ability to renew these agreements, the loss of which may disadvantage us compared to other competitors, and could materially weaken our financial results. The U.S. full content agreements require us to make significant concessions to the participating airlines, which could have a material adverse effect on our business, financial condition and results of operations. Moreover, as existing content agreements come up for renewal, there is no guarantee that the participating airlines will continue to provide their content to us to the same extent as they do now. A substantial reduction in the amount of content received from the participating airlines could also negatively affect our revenue and financial condition.

        In addition, certain GDSs, including Galileo, Sabre, Amadeus and Worldspan, have announced an alternative business and financial model for GDSs, generally referred to as the "opt-in" model. Under the opt-in model, travel agencies are offered the opportunity of paying a fee to the GDS or agreeing to a reduction in the financial incentives to be paid to them by the GDS to be assured of having access to full content from participating airlines or to avoid an airline-imposed surcharge on GDS-based bookings. The opt-in model in the United States may result in lower fees paid by the major airlines to a GDS, partially offset by fees from travel agencies and/or lower inducement payments to travel agencies. The opt-in model already has been introduced in the United Kingdom and Australia. In these countries, there were very high rates of travel agency opt-in, or agreement to significantly reduced inducement fees, without any industry disruption among airlines, GDSs and travel agencies. If the opt-in model becomes widely adopted, GDSs, including Galileo, could receive lower fees from the airlines, which would adversely affect our results of operations.

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We depend on a relatively small number of airlines for a significant portion of our revenue and may be adversely affected by changes in the financial condition of one or more of these airlines.

        We depend on a relatively small number of airlines for a significant portion of our revenue. The top ten airlines combined accounted for approximately 28% of our revenue in 2005. Several major U.S. airlines (including Delta Air Lines, Inc. and Northwest Airlines, Inc.) have either filed for reorganization under the United States Bankruptcy Code, discussed publicly the risks of bankruptcy or are struggling financially. If any of our suppliers currently in bankruptcy liquidates or does not emerge from bankruptcy, or another of our major suppliers declares bankruptcy and is similarly unable to recover, and we are unable to compensate for the loss by offering comparable travel options on comparable terms, our businesses would be adversely affected.

Adverse changes in, or interruptions to, our relationships with other travel suppliers such as hotels could affect our access to travel offerings and reduce our revenue.

        In addition to airlines, we also rely significantly on our relationships with our hotel and other travel suppliers. Adverse changes in any of these relationships could reduce the amount of inventory that we are able to offer through our B2B and B2C businesses. We depend on travel suppliers to enable us to offer our customers comprehensive access to travel services and products. We cannot assure you that our arrangements with travel suppliers will remain in effect on current or similar terms, that the net impact of future pricing options will not adversely impact revenue, or that any of these suppliers will continue to supply us with the same level of access to travel inventory in the future.

        For example, during the course of our business, we are in continuous dialogue with our major hotel suppliers about the nature and extent of their participation in our GDS, our wholesale accommodation business and our online travel agencies. If hotel occupancy rates improve to the point that our hotel suppliers no longer place the same value on our distribution systems, such suppliers may reduce the amount of inventory they make available through our distribution channels or the amount we are able to earn in connection with hotel transactions. The significant reduction on the part of any of our major suppliers of their participation in our GDS, our wholesale accommodation business or business with our online travel agencies for a sustained period of time or their complete withdrawal could have a material adverse effect on our business, financial condition and results of operations.

        Certain of our B2C businesses, such as Orbitz and CheapTickets, operate under what is commonly referred to as the "merchant model," in which the hotel operator negotiates a rate with us that the hotel is willing to accept for the room when it is booked through our websites. We then market that room for an amount that includes the hotel's charge plus a fee for the services we provide. Certain of our B2B businesses, such as GTA, also receive access to inventory directly from hotels at negotiated rates and then distribute the rooms for a fee to travel agencies and tour operators who then make available such inventory to travelers. Many hotels use these types of arrangements with businesses such as those we operate to dispose of excess hotel room inventory or to increase their inventory distribution. If hotels experience increased demand for rooms, they might reduce the amount of room inventory they make available through these merchant or negotiated rate arrangements. Moreover, hotels might seek to increase the cost of merchant or negotiated rate offerings, which may also adversely affect our revenue. In addition, several international hotel chains no longer allow distributors, including GTA, to distribute online rooms that they have purchased or gained access to at a lower, "net" rate that GTA and other distributors could then mark up, instead requiring that they distribute rooms in a manner that gives the hotel greater ability to set prices on a more real-time basis. As a result, a larger percentage of our bookings may be completed under the traditional agency model, which may adversely affect our revenue. To the extent that other hotel chains or hotels adopt such a model, our ability to maintain or raise the current level of margins on hotel bookings, or our ability to adjust pricing in light of market trends and other factors, may be adversely affected. Such pressures may also adversely affect our financial condition and results of operations.

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Travel suppliers are seeking alternative distribution models, including those involving direct access to travelers, which may adversely affect our results of operations.

        Some travel suppliers are seeking to decrease their reliance on third-party distributors, including GDSs. For example, some travel suppliers have created or expanded commercial relationships with online and traditional travel agencies that book travel with those suppliers directly, rather than through a GDS. Many airlines, hotels, car rental companies and cruise operators have also established or improved their own travel distribution websites, and may offer advantages such as bonus miles or loyalty points, lower or no transaction or processing fees, priority waitlist clearance, e-ticketing or discounted prices for sales through these channels. Due to direct bookings with the airlines, "supplier.com" websites and other non-GDS distribution channels, a growing number of transactions are occurring outside a GDS. In the United States, in 2003, bookings made direct with the airlines accounted for approximately 50% of total air bookings and 54.5% of total air bookings in 2005. In Europe, in 2004, direct bookings with the airlines constituted 49% of total air bookings, while in 2006, direct bookings with the airlines constituted 55.9% of total air bookings. Conversely, they have made some of these offerings unavailable to unrelated distributors, or made them available only in exchange for lower distribution fees. Some low-price carriers distribute exclusively through such direct channels, bypassing GDSs and other third-party distributors completely, and as a result some low-cost airlines have been enhancing their share within the travel industry. In addition, several suppliers have formed joint ventures or alliances that offer multi-supplier travel distribution websites. Finally, some airlines are exploring alternative global distribution methods recently developed by new entrants to the global distribution marketplace. Such new entrants propose technology that is purported to be less complex than traditional GDSs, and that enables the distribution of airline tickets in a manner that is more cost-effective to the airline suppliers because no or lower inducement payments are paid to travel agencies. If these trends lead to lower participation by airlines and other travel suppliers in our GDS, our business, financial condition or results of operations could be materially adversely affected.

        In addition, given the diverse and growing number of alternative travel distribution channels, such as travel suppliers' direct to consumer websites and direct connects between airlines and travel agencies, as well as new technologies that allow travel agencies and consumers to bypass a GDS, increases in travel volumes, particularly air, may not translate in the same proportion to increases in volumes passing through our GDS.

We may not be able to achieve all of our expected cost savings.

        In connection with the Acquisition, we have identified potential annual cost savings of approximately $86 million that are reflected in our pro forma Adjusted EBITDA and set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt and Financing Arrangements." We also believe other cost saving opportunities exist. For a more detailed description of these cost saving measures, see "Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot assure you, however, that we will be able to achieve our expected cost savings and any other cost savings opportunities, that any identified savings will be achieved in a timely manner or that other unexpected costs will not offset any savings we do achieve. A variety of risks could cause us not to achieve the expected cost savings, including among others:

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higher than expected severance costs related to staff reductions;



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higher than expected retention costs for employees that will be retained;



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delays in the anticipated timing of activities related to our cost-saving plan; and



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other unexpected costs associated with operating the business.

        The run-rate cost savings reflected in our presentation of pro forma Adjusted EBITDA assume the full implementation of the proposed cost-saving measures for the entire period presented. Because

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some of the measures will take time to implement, any cost savings we achieve will not immediately affect our financial results in the amounts presented.

        Our failure to achieve our expected annual cost savings could have a material adverse effect on our financial condition and results of operations.

Consolidation in the travel industry may result in increased expenses, lost bookings and reduced revenue.

        Consolidation among travel suppliers, including airline mergers and alliances, may increase competition from distribution channels related to those suppliers and place more leverage in the hands of those suppliers to negotiate lower booking fees and lower commissions. Changes in ownership of travel agencies may also cause them to direct less business towards us. If we are unable to compete effectively, competitors could divert our customers away from our travel distribution channels and it could adversely affect our results of operations.

        Consolidation among travel agencies and competition for travel agency customers may also adversely affect our results of operations, since GDSs, such as Galileo, compete to attract and retain travel agency customers. Reductions in commissions paid by some travel suppliers, such as airlines, to travel agencies contribute to travel agencies having a greater dependency on traveler-paid service fees and GDS-paid inducements and may contribute to travel agencies consolidating. Consolidation of travel agencies increases competition for these travel agency customers and increases the ability of those agencies to negotiate higher GDS paid inducements. In order to compete effectively, we may need to increase inducements, pre-pay inducements or increase spending on marketing or product development.

A reduction in or elimination of our customer service fee could reduce our revenue.

        Our online travel agencies generally charge customers a service fee each time they book certain airline reservations or hotel rooms or purchase certain other travel products and services through the online travel agencies. Although our online travel agency competitors generally charge service fees, most travel supplier websites do not charge such a service fee and this could discourage customers from using our online travel agencies to purchase these travel products and services. If we have to reduce or eliminate our service fee, our revenue could decline as a result.

We depend on our international operations, which are subject to additional risks generally not encountered when doing business solely in the United States.

        Our international operations involve risks that may not exist when doing business in the United States. Excluding the United States, currently we operate in over 130 countries throughout Europe, Asia, the South Pacific, North America, South America and Africa. In order to achieve widespread acceptance in each country we enter, we believe that we must tailor our services to the unique customs and cultures of that country. Learning the customs and cultures of various countries, particularly with respect to travel patterns and practices, is a difficult task and our failure to do so could slow our growth in those countries.

        In addition, the risks involved in non-U.S. operations, or in having operations in multiple countries generally, that could result in losses include:

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delays in the development of the Internet as a broadcast, advertising and commerce medium in overseas markets;



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difficulties in staffing and managing operations due to distance, time zones, language and cultural differences, including issues associated with establishing management systems infrastructures in various countries;



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unexpected changes in regulatory requirements;



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increased risk of piracy and limits on our ability to enforce our intellectual property rights in non-U.S. countries;

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•

for some of those operations where we have physical offices, increased risk of terrorism, political instability and war;



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exposure to local economic conditions, security issues, epidemics or natural disasters;



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potential adverse changes in the diplomatic relations of non-U.S. countries with the United States;



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preference of local populations for local providers;



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restrictions on the withdrawal of non-U.S. investment and earnings, including potentially substantial tax liabilities if we repatriate any of the cash generated by our international operations back to the United States;



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restrictions on travel;



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government policies against businesses owned by non-U.S. citizens, including U.S. trade sanctions;



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investment restrictions or requirements;



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diminished ability to legally enforce our contractual rights in non-U.S. countries;



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currency exchange restrictions;



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withholding and other taxes on remittances and other payments by subsidiaries; and



•

changes in non-U.S. taxation structures.

Our businesses are highly regulated and any failure to comply with such regulations or any changes in such regulations could adversely affect us.

        We operate in a highly regulated industry. Our businesses, financial condition and results of operations could be adversely affected by unfavorable changes in or the enactment of new laws, rules and regulations applicable to us, which could decrease demand for products and services, increase costs or subject us to additional liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. Our failure to comply with any of these requirements or interpretations could have a material adverse effect on our operations.

        The European Commission is engaged in a comprehensive review of E.U. regulations governing GDSs. It is unclear at this time when the European Commission will complete its review and what changes, if any, will be made to the E.U. regulations. We could be adversely affected if the E.U. regulations are withdrawn or revised. In addition, we could be adversely affected if changes to the regulations, changes in interpretations of the regulations, or new regulations increase our cost of doing business, limit our ability to establish relationships with travel agencies, airlines, or others, impair the enforceability of existing agreements with travel agencies and other users of our system, prohibit or limit us from offering services or products, or limit our ability to establish or change fees. Continued GDS regulation in the E.U. and elsewhere, while GDS regulations have terminated in the United States, could also create the operational challenge of supporting different products, services and business practices to conform to the different regulatory regimes.

        There are also GDS regulations in Canada, under the regulatory authority of the Canadian Department of Transport. On April 27, 2004, a significant number of these regulations were lifted. Amendments to the rules include eliminating the "obligated carrier" rule, which required larger airlines in Canada to participate equally in the GDSs, and elimination of the requirement that transaction fees charged by GDSs to airlines be non-discriminatory. Due to the elimination of the obligated carrier rule in Canada, Air Canada, the dominant Canadian airline, could choose distribution channels that it owns and controls or distribution through another GDS rather than through our GDS.

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        In our processing of travel transactions, we receive and store a large volume of personally identifiable data. This data is increasingly subject to legislation and regulations in numerous jurisdictions around the world, including the European Union through its Data Protection Directive and implementations of that Directive in the member states of the E.U. These laws and regulations are typically intended to protect the privacy of personal data that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that diminish our ability to conduct business.

        Our B2C businesses, particularly our online travel agencies, are subject to laws and regulations relating to our sales and marketing activities, including those prohibiting unfair and deceptive advertising or practices. Our travel services are subject to regulation and laws governing the offer and/or sale of travel products and services, including laws requiring us to register as a "seller of travel" in various states and to comply with certain disclosure requirements. As a seller of air transportation products in the United States, we are also subject to regulation by the Department of Transportation, which has authority to enforce economic regulations, and may assess civil penalties or challenge our operating authority.

        In addition, there is, and will likely continue to be, an increasing number of laws and regulations pertaining to the Internet and online commerce, which may relate to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Furthermore, the growth and development of online commerce may prompt calls for more stringent customer protection laws that may impose additional burdens on online businesses generally.

        In the aftermath of the terrorist attacks of September 11, 2001 in the United States, government agencies have been contemplating or developing initiatives to enhance national and aviation security, including the Transportation Security Administration's Computer-Assisted Passenger Prescreening System, known as CAPPS II. These initiatives may result in conflicting legal requirements with respect to data handling. As privacy and data protection has become a more sensitive issue, we may also become exposed to potential liabilities as a result of differing views on the privacy of travel data. Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. These and other privacy developments that are difficult to anticipate could adversely impact our business, financial condition and results of operations.

        We are also subject to various other rules and regulations such as:

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various state and federal privacy laws;



•

U.S. and E.U. regulations relating to Advance Passenger Information System (APIS) data;



•

insurance and bonding regulations;



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the USA PATRIOT Act;



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Office of Foreign Assets Control regulations;



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the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act;



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laws that require us to register as a "seller of travel" to comply with disclosure requirements;



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the Package Travel, Package Holidays and Package Tours Directive in the E.U., which regulates the sale of travel products and services in Europe directly to customers as part of a "package"; and



•

laws and regulations in jurisdictions outside the United States in which we do business.

        Our failure to comply with any of the foregoing or other applicable laws and regulations may subject us to fines, penalties and potential criminal violations. Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our businesses and may have a material adverse effect on our operations.

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Government regulation could impose taxes or other burdens on us, which could increase our costs or decrease demand for our products.

        We rely upon generally available interpretations of tax laws and regulations in the states, countries and regions in which we operate and for which we provide travel inventory. We cannot be sure that these interpretations are accurate or that the responsible taxing authority is in agreement with our views. The imposition of additional taxes could cause us to have to pay taxes that we currently do not collect or pay or increase the costs of our products or services or increase our costs of operations.

        Federal legislation imposing limitations on the ability of states to tax Internet-based sales was enacted in 1998. The Internet Tax Freedom Act, which was extended by the Internet Tax Non-Discrimination Act, exempts specific types of sales transactions conducted over the Internet from multiple or discriminatory state and local taxation through November 1, 2007. If this legislation is not renewed when it terminates, state and local governments could impose additional taxes on Internet-based sales and these taxes could decrease the demand for our products or increase our costs of operations.

        In addition, despite the federal statute, state and local tax authorities may seek to establish that we have a nexus in the traditional sense or act as a hotel operator. Although we do not believe we are subject to such taxes, these jurisdictions could rule that we are subject to sales and occupancy taxes and seek to collect taxes on certain forms of revenue, either retroactively, prospectively or both.

Seasonal fluctuations in the travel industry could adversely affect us.

        Some of our businesses experience seasonal fluctuations, reflecting seasonal trends for the products and services we offer. These trends cause our revenue to be generally highest in the second and third calendar quarters of the year as travelers plan and purchase their spring and summer travel, and then flatten in the fourth and first calendar quarters of the year. Our results may also be affected by seasonal fluctuations in the inventory made available to us by our travel suppliers. For instance, during seasonal periods when demand is high, suppliers may impose blackouts for their inventory that prohibit us from selling their inventory during such periods. As a result, we may be required to borrow cash in order to fund operations or to meet debt service obligations during seasonal slowdowns or at other times. Since the terms of our indebtedness may restrict our ability to incur additional debt, we cannot assure you that we would be able to borrow such cash. Our inability to finance our funding needs during a seasonal slowdown or at other times could have a material adverse effect on us.

We may not realize anticipated benefits from past and future acquisitions or have the ability to complete future acquisitions.

        We have pursued an active acquisition strategy as a means of strengthening our businesses and have sought to integrate acquisitions into our operations to achieve economies of scale. For example, in 2005, we completed acquisitions of GTA and ebookers. We have derived a substantial portion of our recent growth in revenue and net income from acquired businesses. The success of any future acquisition strategy will continue to depend upon our ability to find suitable acquisition candidates on favorable terms and to finance and complete these transactions. In addition, upon completion of an acquisition, we may encounter risks related to the possible inability to integrate the acquired business into our operations, the possible departure of a significant number of employees, the loss in value of acquired intangibles, the diversion of management's attention and unanticipated problems or liabilities. These risks may adversely affect our ability to realize anticipated cost savings and revenue growth from our acquisitions. Acquisitions may not be accretive to our earnings, as expected or at all, and may negatively impact our results of operations through, among other things, the incurrence of debt to finance the Acquisition, non-cash write-offs of goodwill or intangibles and increased amortization expenses in connection with intangible assets. For example, for the year ended December 31, 2005, we

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recorded a $422 million pre-tax non-cash intangibles impairment charge, primarily relating to reduced return expectations at our ebookers business, of which $251 million reduced the value of goodwill and $171 million reduced the value of other intangible assets. In addition, for the period January 1, 2006 to August 22, 2006, we recorded a $2,376 million pre-tax non-cash impairment charge, primarily relating to the difference between the price at which Travelport was sold to The Blackstone Group and the historical carrying value of Travelport's net assets, of which $2,375 million reduced the value of goodwill and $1 million reduced the value of definite lived intangible assets. Acquisition integration activities can also put further demands on management, which could result in negative operating results.

We are not currently required to evaluate our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. The current inapplicability of these rules, or any failure to comply when applicable may lead investors to lack confidence in our reported financial information.

        We are not subject to the requirements of the Sarbanes-Oxley Act of 2002, including Section 404 thereof. Section 404 requires management of a reporting company to annually review, assess and disclose the effectiveness of the company's internal controls over financial reporting and the independent auditors to prepare a report addressing such assessments. Even if we successfully register an exchange offer for the notes with the SEC, we would not be subject to Section 404 until our fiscal year ending December 31, 2007. Moreover, once those requirements become applicable, there can be no assurance that the results of our assessment would not include the identification of material weaknesses in our internal controls. Any of these conditions, or our failure to comply with the requirements of Section 404 when they become applicable, may lead investors to lack or lose confidence in the accuracy of our reported financial information, which may adversely affect the trading price of the notes.

We are exposed to risks associated with online commerce security and credit card fraud.

        The secure transmission of confidential and personally identifiable information over the Internet is essential in maintaining customer and supplier confidence in our services. Substantial or ongoing security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require buyers to guarantee their transactions with their credit card online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential information, including credit card numbers. It is possible that advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology used by us to protect customer transaction data.

        We incur substantial expense to protect against and remedy security breaches and their consequences. However, we cannot guarantee that our security measures will prevent security breaches. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could steal proprietary information or cause significant interruptions in our operations. Security breaches also could damage our reputation and expose us to a risk of loss or litigation and possible liability. Security breaches could also cause customers and potential customers to lose confidence in our security, which would have a negative effect on the demand for our products and services.

        We also face risks associated with security breaches affecting third parties conducting business over the Internet. Customers generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of the Internet and, therefore, our services as a means of conducting commercial transactions.

        In addition, participants in the payment card industry have proposed standards related to the processing of payments, as well as a target date by which they ask vendors to be compliant. The participants have stated that they may take actions against vendors who are not compliant by the target

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date, including imposing cash penalties for violations or prohibiting them from processing transactions on participant cards. To the extent any of our businesses are not compliant by the industry-proposed target date, and payment card companies take punitive actions against us, our financial conditions and results of operations may be adversely affected.

We may not protect our technology effectively, which would allow competitors to duplicate our products and services. This could make it more difficult for us to compete with them.

        Our success and ability to compete depend, in part, upon our technology and other intellectual property, including our brands. Among our significant assets are our software and other proprietary information and intellectual property rights. We rely on a combination of copyright, trademark and patent laws, trade secrets, confidentiality procedures and contractual provisions to protect these assets. Our software and related documentation, however, are protected principally under trade secret and copyright laws, which afford only limited protection, and the laws of some non-U.S. jurisdictions provide less protection for our proprietary rights than the laws of the United States. Unauthorized use and misuse of our intellectual property could have a material adverse effect on our business, financial condition and results of operations, and there can be no assurance that our legal remedies would adequately compensate us for the damage caused by unauthorized use.

        Intellectual property challenges have been increasingly brought against members of the travel industry. In the future, we may need to take legal actions to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. This legal action might result in substantial costs and diversion of resources and management attention. For a description of certain intellectual property proceedings in which we are involved, see "Business—Legal Proceedings."

Third parties may claim that we have infringed their intellectual property rights, which could expose us to substantial damages and restrict our operations.

        We have faced, are facing and in the future could face claims that we have infringed the patents, copyrights or other intellectual property rights of others. In addition, we may be required to indemnify travel suppliers for claims made against them. Any claims against us or them could require us to spend significant time and money in litigation, delay the release of new products or services, pay damages, develop new intellectual property or acquire licenses to intellectual property that is the subject of the infringement claims. Resolutions of these matters may not be available on acceptable terms or at all. As a result, intellectual property claims against us could have a material adverse effect on our business, financial condition and/or results of operations, and such claims may result in a loss of intellectual property protections that relate to certain parts of our business. For a description of certain intellectual property proceedings in which we are involved, see "Business—Legal Proceedings."

We are subject to certain risks related to litigation filed by or against us, and adverse results may harm us.

        We cannot predict with certainty the cost of defense, the cost of prosecution or the ultimate outcome of litigation and other proceedings filed by or against us, including remedies or damage awards, and adverse results in such litigation and other proceedings may harm us. Such litigation and other proceedings may include, but are not limited to, actions relating to intellectual property, in particular patent claims against us, tax matters, employment law or other harm resulting from negligence or fraud by individuals or entities outside our control.

        We are party to (or responsible in part for) certain legal actions that we describe in "Business—Legal Proceedings." The defense of these actions may increase our expenses and an adverse outcome in any such actions could have a material adverse effect on our business, financial condition and/or results of operations.

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Our ability to attract, train and retain executives and other qualified employees is crucial to results of operations and future growth.

        We depend substantially on the continued services and performance of our key executives, senior management and skilled personnel, particularly our professionals with experience in our business and operations, including our information technology and systems, and the GDS industry. We cannot assure you that any of these individuals will continue to be employed by us. The specialized skills needed by our business are time-consuming and difficult to acquire and in short supply, and this shortage is likely to continue. A lengthy period of time is required to hire and train replacement personnel when skilled personnel depart the company. An inability to hire, train and retain a sufficient number of qualified employees could materially hinder our business by, for example, delaying our ability to bring new products and services to market or impairing the success of our operations. Even if we are able to maintain our employee base, the resources needed to attract and retain such employees may adversely affect our profits, growth and operating margins.

United Airlines has announced its intention to use another provider to host and manage its reservation system.

        We host and manage United Airlines' reservations system and provide related services pursuant to an agreement that expires in 2013. United Airlines, however, has stated its intent to transition its reservation system from us to another provider, which cannot occur before 2008 under the agreement. If United Airlines completes the transition to another provider, our results of operations would be adversely affected due to the loss of revenue from the agreement.

Fluctuations in the exchange rate of the U.S. dollar and other foreign currencies could have a material adverse effect on our financial performance and results of operations.

        While most of our revenue is denominated in U.S. dollars, a portion of our costs and revenue, including interest obligations on a portion of our new senior secured credit facilities and on the senior euro floating rate notes and euro senior subordinated notes, is denominated in other currencies, such as the pound sterling, the euro and the Australian dollar. As a result, changes in the exchange rates of these currencies or any other applicable currencies to the U.S. dollar will affect, to the extent not hedged in the financial markets, our operating expenses and operating margins and could result in exchange losses despite our efforts to manage our exposure to foreign currency fluctuations.

Our Sponsors control us and may have conflicts of interest with us or you in the future.

        Investment funds associated with or designated by affiliates of The Blackstone Group, Technology Crossover Ventures and One Equity Partners, or our Sponsors, beneficially own substantially all of the outstanding voting shares of our ultimate parent company. As a result of this ownership, the Sponsors are entitled to elect all of our directors, to appoint new management and to approve actions requiring the approval of the holders of our outstanding voting shares as a single class, including adopting most amendments to our articles of incorporation and approving or rejecting proposed mergers or sales of all or substantially all of our assets, regardless of whether noteholders believe that any such transactions are in their own best interests. Through control of the Parent Guarantor, the Sponsors control us and all of our subsidiaries.

        The interests of the Sponsors may differ from yours in material respects. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of the Sponsors and their affiliates, as equity holders, might conflict with your interests as a noteholder. The Sponsors and their affiliates may also have an interest in pursuing acquisitions, divestitures, financings (including financings that are senior to the senior subordinated notes) or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve

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risks to you as a note holder. Additionally, the indentures governing the notes permit us to pay advisory fees, dividends or make other restricted payments under certain circumstances, and the Sponsors may have an interest in our doing so. For example, borrowings under our revolving credit facility and a portion of the proceeds from asset sales may be used for such purposes.

        The Sponsors and their affiliates are in the business of making investments in companies, and may from time to time in the future, acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. The Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsors continue to indirectly own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions. You should consider that the interests of the Sponsors may differ from yours in material respects. See "Certain Relationships and Related Party Transactions," "Description of Other Indebtedness," "Description of Senior Notes" and "Description of Senior Subordinated Notes."

We have identified four significant deficiencies in our internal controls over financial reporting.

        We are not currently required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make an assessment of the effectiveness of our internal controls over financial reporting for that purpose. However, in connection with the audit of our financial statements for the periods ended August 22, 2006 and December 31, 2006, our auditors and we have identified certain matters involving our internal control over financial reporting that constitute significant deficiencies under standards established by the Public Company Accounting Oversight Board ("PCAOB").

        The PCAOB defines a significant deficiency as a control deficiency, or a combination of control deficiencies, that adversely affects the company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A deficiency in design exists when (a) a control necessary to meet the control objective is missing or (b) an existing control is not properly designed so that, even if the control operates as designed, the control objective is not always met. A deficiency in operation exists when a properly designed control does not operate as designed, or when the person performing the control does not possess the necessary authority or qualifications to perform the control effectively.

        Certain controls over the financial closing and reporting process did not operate as designed during the audit process. We and our auditors identified four significant deficiencies: (i) account reconciliation process was not operating effectively to identify errors in balances; (ii) communication between business units and technical accounting for non-routine transactions was not operating effectively; (iii) controls over the identification and disclosure of related party transactions were not designed properly; and (iv) our fraud risk assessment process was not fully implemented.

        We are in the process of implementing changes to strengthen our internal controls. Additional measures may be necessary and the measures we expect to take to improve our internal controls may not be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that such material weakness or other material weaknesses would not result in a material misstatement of our annual or interim financial statements. In addition, we cannot guarantee that other material weaknesses or significant deficiencies will not be identified in the future. If we are unable to

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correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of the notes, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.

Risks Relating to Our Separation from Avis Budget

We have a limited operating history as an independent company and our historical and pro forma financial information is not necessarily representative of the results we would have achieved as an independent company and may not be a reliable indicator of our future results.

        The historical and pro forma financial information prior to August 22, 2006 included in this prospectus does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as an independent company during the periods presented or those that we will achieve in the future, primarily as a result of the following factors:

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Until August 2006, our businesses were operated by Avis Budget as part of its broader corporate organization, rather than as an independent company. Avis Budget or one of its affiliates historically performed various corporate functions for us, including, but not limited to, tax administration, certain governance functions (including compliance with the Sarbanes-Oxley Act of 2002 and internal audit) and external reporting. Our historical and pro forma financial results reflect allocations of corporate expenses from Avis Budget for these and similar functions. These allocations are less than the comparable expenses we believe we would have incurred had we operated as an independent company.



•

Historically, we shared economies of scope and scale in costs, employees, vendor relationships and customer relationships, as well as pursued integrated strategies with Avis Budget's other businesses, including those operated by Wyndham Worldwide and Realogy as separate companies. We entered into a Transition Services Agreement and other agreements with Avis Budget, Wyndham Worldwide and Realogy; however, such temporary arrangements may not capture the benefits our businesses have enjoyed as a result of being integrated with the other businesses of Avis Budget. The loss of these benefits could have an adverse effect on our business, results of operations and financial condition following the completion of the Acquisition. See "Certain Relationships and Related Party Transactions" for a further description of these agreements.



•

Generally, our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, were historically satisfied as part of the corporate-wide cash management policies of Avis Budget. Avis Budget no longer provides us with funds to finance our working capital or other cash requirements. Accordingly, we obtained, and may in the future need to obtain additional, financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements.



•

Our cost of capital is higher than Avis Budget's cost of capital prior to the Acquisition because Avis Budget's credit ratings are higher than ours following the Acquisition.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of the Acquisition that we cannot predict.

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We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company, and we may experience increased costs after the Acquisition or as a result of the Acquisition.

        Avis Budget, Wyndham Worldwide and Realogy are contractually obligated to provide to us only those services specified in the Transition Services Agreement and the other agreements we entered into with them in connection with the Acquisition and the spin-offs of Realogy and Wyndham Worldwide to stockholders of Avis Budget on July 31, 2006, or the Spin-Offs. All services to be provided under the Transition Services Agreement will be provided for a specified period of time, generally for one year from the date of the Acquisition. We may be unable to replace in a timely manner or on comparable terms the services or other benefits that Avis Budget previously provided to us that are not specified in the Transition Services Agreement or the other agreements, or the services or benefits that are so specified upon the expiration of the periods for which they are to be provided pursuant to those agreements. Also, upon the expiration of the Transition Services Agreement or such other agreements, many of the services that are covered in such agreements will be provided internally or by unaffiliated third parties, and we expect that in some instances, we may incur higher costs to obtain such services than we incurred under the terms of such agreements. In addition, if Avis Budget, Wyndham Worldwide or Realogy do not continue to perform effectively the transition and other services called for under the Transition Services Agreement and other agreements, we may not be able to operate our businesses effectively and our profitability may decline.

The ownership by our executive officers of shares of common stock, options or other equity awards of Avis Budget, Wyndham Worldwide or Realogy may create, or may create the appearance of, conflicts of interest.

        Because of their former positions with Cendant, substantially all of our executive officers held shares of Cendant common stock, options to purchase shares of Cendant common stock or other equity-related instruments. Following the Spin-Offs, these officers now hold shares of common stock and options to purchase shares of common stock in Avis Budget, Wyndham Worldwide and Realogy. The individual holdings of common stock and options to purchase common stock of Avis Budget, Wyndham Worldwide and Realogy may be significant for some of these persons compared to these persons' total assets. Ownership by our officers, after the Acquisition, of common stock and options to purchase common stock of Avis Budget, Wyndham Worldwide and Realogy, creates, or, may create the appearance of, conflicts of interest when these officers are faced with decisions that could have different implications for Avis Budget, Wyndham Worldwide and Realogy than the decisions have for us.

We are contractually obligated to indemnify Avis Budget for certain taxes relating to our separation from Avis Budget.

        Our separation from Avis Budget involved a restructuring of our business whereby certain of our former foreign subsidiaries were separated independent of our separation from Avis Budget. It is possible that the independent separation of these foreign subsidiaries could give rise to an increased tax liability for Avis Budget that would not have existed had these foreign subsidiaries been separated with us. In order to induce Avis Budget to approve the separation structure, we agreed to indemnify Avis Budget for any increase in their tax liability resulting from the structure. We are not able to predict the amount of such tax liability, if any. To the extent that our obligation to indemnify Avis Budget subjects us to additional costs, such costs would be treated as an adjustment to the purchase price, increasing tax-deductible goodwill, and could significantly and negatively affect our financial condition.

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Risks Relating to the Notes

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit agreement and the indentures governing the notes restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

Your right to receive payments on each series of outstanding notes is, and payments on the exchange notes will be, effectively junior to the right of lenders who have a security interest in our assets to the extent of the value of those assets.

        Our obligations under the notes and our guarantors' obligations under their guarantees of the notes are unsecured, but our obligations under our senior secured credit facilities and each guarantor's obligations under their guarantees of the senior secured credit facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets, including the stock of substantially all of our wholly-owned U.S. subsidiaries and a portion of the stock of certain of our non-U.S. subsidiaries. If we are declared bankrupt or insolvent, or if we default under our senior secured credit agreement, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indentures governing the notes at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See "Description of Other Indebtedness."

        As of December 31, 2006, we had approximately $2,223 million ($3,263 million giving effect to the proposed acquisition of Worldspan) of senior secured indebtedness, all of which was indebtedness under our senior secured credit facilities, not including availability of $275 million ($300 million giving effect to the proposed acquisition of Worldspan) under our revolving credit facility, $19.1 million available to be drawn under our $125 million ($150 million giving effect to the proposed acquisition of Worldspan) synthetic letter of credit facility, and the option to raise incremental senior secured credit facilities of up to $500 million. The indentures governing the notes permit the Parent Guarantor and its restricted subsidiaries to incur substantial additional indebtedness in the future, including senior secured indebtedness.

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Claims of noteholders are structurally subordinate to claims of creditors of all of our non-U.S. subsidiaries and some of our U.S. subsidiaries because they do not guarantee the notes.

        The Issuer bought Travelport and its U.S. subsidiaries in the Acquisition, while substantially all of the non-U.S. subsidiaries were purchased by Travelport (Bermuda) Ltd., a direct subsidiary of the Parent Guarantor. Although Travelport (Bermuda) Ltd. and its subsidiaries are generally subject to the covenants in our senior secured credit facilities and the indentures governing the notes, none of them guarantee the senior secured credit facilities or the notes. The notes are also not guaranteed by any of our less than wholly-owned U.S. subsidiaries. Accordingly, claims of holders of the notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes. See "The Transactions" and notes 8 and 15 to our combined financial statements contained elsewhere herein.

Your right to receive payments on the senior subordinated notes are junior to the rights of the lenders under our senior secured credit facilities and all of our other senior debt and any of our future senior indebtedness.

        The senior subordinated notes are general unsecured obligations that are junior in right of payment to all of our existing and future senior indebtedness. As of December 31, 2006, we had outstanding approximately $3,133 million ($4,173 million giving effect to the proposed acquisition of Worldspan) of senior indebtedness, including the senior notes and $2,223 million ($3,263 million giving effect to the proposed acquisition of Worldspan) under the senior secured credit facilities. As of December 31, 2006, an additional $275 million ($300 million giving effect to the proposed acquisition of Worldspan) was available to be drawn under our revolving credit facility and an additional $19.1 million was available under our $125 million ($150 million giving effect to the proposed acquisition of Worldspan) synthetic letter of credit facility. In addition, we have the option to raise incremental senior secured credit facilities of up to $500 million. We may not pay principal, premium, if any, interest or other amounts on account of the senior subordinated notes in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under the senior secured credit facilities, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, we may not be permitted to pay any amount on account of the senior subordinated notes for a designated period of time.

        Because of the subordination provisions in the senior subordinated notes, in the event of our bankruptcy, liquidation or dissolution, our assets will not be available to pay obligations under the senior subordinated notes until we have made all payments in cash on our senior indebtedness. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the senior subordinated notes, including payments of principal or interest when due.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

        Any default under the agreements governing our indebtedness, including a default under the senior secured credit agreement, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our senior secured credit facilities and the indentures governing the notes), we could be in default under the terms of the agreements governing such indebtedness,

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including our senior secured credit agreement and the indentures governing the notes. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit agreement, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

We may not be able to repurchase the notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, we are contractually restricted under the terms of our senior secured credit agreement from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our senior secured credit agreement. Our failure to repurchase the notes upon a change of control would cause a default under the indentures governing the notes and a cross-default under the senior secured credit agreement. The senior secured credit agreement also provides that a change of control will be a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions.

The lenders under the senior secured credit facilities have the discretion to release the guarantors under the senior secured credit agreement in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

        While any obligations under the senior secured credit facilities remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of the notes or the trustee under the indentures governing the notes, at the discretion of lenders under the senior secured credit facilities, if the related guarantor is no longer a guarantor of obligations under the senior secured credit facilities or any other indebtedness. See "Description of Senior Notes" and "Description of Senior Subordinated Notes." The lenders under the senior secured credit facilities have the discretion to release the guarantees under the senior secured credit facilities in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

You may face foreign exchange risks or tax consequences as a result of investing in the euro notes.

        The senior euro floating rate notes and the euro senior subordinated notes are denominated and payable in euros. If you are a U.S. investor, an investment in euro-denominated notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the euro relative to the U.S. dollar because of economic, political and other factors over which we have no control. Depreciation of the euro against the U.S. dollar could cause a decrease in the effective yield of the euro-denominated notes below their stated coupon rates and could result in a loss to you

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on a U.S. dollar basis. Investing in the euro-denominated notes by U.S. investors may also have important tax consequences.

Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.

        Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) we or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

•

we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;



•

the issuance of the notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;



•

we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor's ability to pay as they mature; or



•

we or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

        If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries' other debt that could result in acceleration of such debt.

        As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

        We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to our or any of our guarantors' other debt. Generally, however, an entity would be considered solvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

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We have no operations of our own and may not have sufficient cash to make payments on the notes.

        The Issuer, the Intermediate Parent Guarantor and the Parent Guarantor have no operations of their own and derive substantially all of their revenue and cash flows from their subsidiaries. Their principal assets are the equity interests they hold in their operating subsidiaries. As a result, these entities are dependent upon dividends and other payments from their subsidiaries to generate the funds necessary to meet their outstanding debt service and other obligations. The subsidiaries may not generate sufficient cash from operations to enable the Issuer, the Intermediate Parent Guarantor or the Parent Guarantor to make principal and interest payments on their indebtedness, including the notes. In addition, any payments on dividends, distributions, loans or advances to them by their subsidiaries could be subject to restrictions on dividends or repatriation of earnings under applicable local law, taxation and monetary transfer restrictions in the jurisdictions in which the subsidiaries operate. In addition, payments to them by their subsidiaries will be contingent upon the subsidiaries' earnings. The subsidiaries are, or in the future may be, subject to agreements that may restrict payments from the applicable subsidiary to the Issuer, the Intermediate Parent Guarantor or the Parent Guarantor. While the indentures governing the notes and the senior secured credit facilities provide for limitations on these restrictions, we cannot assure you that agreements governing the current and future indebtedness of their subsidiaries will permit the applicable subsidiary to provide them with sufficient cash to fund payments on the notes when due.

The Parent Guarantor is a Bermuda company, and the Intermediate Parent Guarantor is a Luxembourg company; it may be difficult for you to enforce judgments against them.

        The Parent Guarantor and the Intermediate Parent Guarantor were incorporated under the laws of, and their businesses are based in, Bermuda and Luxembourg, respectively. In addition, a portion of their assets may be located in jurisdictions outside the United States. As such, it may be difficult or impossible to effect service of process within the United States upon them, or to recover against them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Further, no claim may be brought in Bermuda against the Parent Guarantor in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial application under Bermuda law and do not have force of law in Bermuda; however, a Bermuda court may impose civil liability, including the possibility of monetary damages on it if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law. Similarly, it is unlikely that a claim may be brought in Luxembourg against the Intermediate Parent Guarantor in the first instance for violation of U.S. federal securities laws because it is unlikely that any provisions of laws have extraterritorial application under Luxembourg law and have force of law in Luxembourg; however, a Luxembourg court may impose civil liability, including the possibility of monetary damages on it if the facts alleged in a complaint constitute or give rise to a cause of action under Luxembourg law.

        We have been advised by Conyers Dill & Pearman, the Parent Guarantor's special Bermuda counsel, that there is doubt as to whether the courts of Bermuda would enforce judgments of U.S. courts obtained in actions against us or our directors and officers, as well as the experts named herein, predicated upon the civil liability provisions of the U.S. federal securities laws, or original actions brought in Bermuda against us or such persons predicated solely upon U.S. federal securities laws. Further, we have been advised by Conyers Dill & Pearman that there is no treaty in effect between the United States and Bermuda providing for the enforcement of judgments of U.S. courts in civil and commercial matters, and there are grounds upon which Bermuda courts may decline to enforce the judgments of U.S. courts. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, may not be allowed in Bermuda courts as contrary to public policy in Bermuda. Because judgments of U.S. courts are not automatically enforceable in Bermuda, it may be difficult for you to recover against us based upon such judgments.

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        In addition, we have been advised by Arendt & Redernach, as special Luxembourg counsel, that there is doubt as to whether the courts of Luxembourg would enforce judgments of U.S. courts obtained in actions against us or our directors and officers, as well as the experts named herein, predicated upon the civil liability provisions of the U.S. federal securities laws, or original actions brought in Luxembourg against us or such persons predicated solely upon U.S. federal securities laws. Further, we have been advised by Luxembourg that there is no treaty in effect between the United States and Luxembourg providing for the enforcement of judgments of U.S. courts in civil and commercial matters, and there are grounds upon which Luxembourg courts may decline to enforce the judgments of U.S. courts. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, may not be allowed in Luxembourg courts as contrary to public policy in Luxembourg. Because judgments of U.S. courts are not automatically enforceable.

If you choose not to exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the prospectus distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to "Prospectus Summary—Summary of the Terms of the Exchange Offer" and "Registration Rights" for information about how to tender your outstanding notes.

        The tender of outstanding notes under the exchange offer will reduce the principal amount of the outstanding notes outstanding, which may have an adverse effect upon and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

        The exchange notes are a new issues of securities for which there is no established public market. The initial purchasers have advised us that they intend to make a market in the exchange notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of the exchanges notes, and they may discontinue their market-making activities at any time without notice. Therefore, an active market for any of the exchange notes may not develop or, if developed, it may not continue. Historically, the market for non investment-grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for any of the exchange notes may not be free from similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes. In addition, subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

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