10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                to

Commission File No. 333-141714

Travelport Limited
(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization)	98-0505100 (I.R.S. Employer Identification Number)
400 Interpace Parkway Building A Parsippany, NJ 07054 (Address of principal executive offices, including zip code)
(973) 939-1000 (Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o No ý

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

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller
reporting company) Smaller reporting company o

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

         As of March 7, 2008, 12,000 shares of the Registrant's common stock, par value $1.00 per share, were outstanding, all of which were held by Travelport Holdings Limited.

DOCUMENTS INCORPORATED BY REFERENCE
None.

TABLE OF CONTENTS

Item	Description	Page
PART I
Item 1	Business	2
Item 1A	Risk Factors	16
Item 1B	Unresolved Staff Comments	32
Item 2	Properties	32
Item 3	Legal Proceedings	33
Item 4	Submission of Matters to a Vote of Security Holders	33
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6	Selected Financial Data	34
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	67
Item 8	Financial Statements and Supplementary Data	68
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	68
Item 9A	Controls and Procedures	68
Item 9B	Other Information	69
PART III
Item 10	Directors, Executive Officers and Corporate Governance	70
Item 11	Executive Compensation	74
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	91
Item 13	Certain Relationships and Related Transactions and Director Independence	93
Item 14	Principal Accountant Fees and Services	95
PART IV
Item 15	Exhibits and Financial Statement Schedules	97
	Signatures	98

FORWARD-LOOKING STATEMENTS

        The forward-looking statements contained herein are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on various facts and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate" and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

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



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our ability to successfully integrate acquired businesses and realize anticipated benefits of past and future acquisitions, including the acquisition of Worldspan;



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our ability to achieve expected cost savings and operational synergies from our re-engineering efforts and the acquisition of Worldspan;



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our ability to service our outstanding indebtedness and the impact such indebtedness may have on the way we operate our business;



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



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



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



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



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pricing, regulatory and other trends in the travel industry;



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



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



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financing plans and access to adequate capital on favorable terms.

        Other factors and assumptions not identified above, including those described under "Risk Factors" set forth in Item 1A herein, were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control.

        You should consider the areas of risk described above, as well as those described under "Risk Factors" set forth in Item 1A herein, in connection with any forward-looking statements that may be made by us or our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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PART I

ITEM 1.    BUSINESS

Except as expressly indicated or unless the context otherwise requires, the "Company," "Travelport," "we," "our" or "us" means Travelport Limited, a Bermuda company, and its subsidiaries.

Overview

        Travelport is a broad-based business services provider to companies operating in the global travel industry, an industry that generated US$1.2 trillion in revenue in 2006. We provide critical business services to travel and travel-related businesses through our comprehensive global portfolio of businesses that span the full spectrum of travel distribution channels. We believe that we are one of the most diversified travel distribution companies in the world both geographically and in the scope of services we provide.

        Travelport is comprised of two businesses:

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Global Distribution System ("GDS") business, consisting of Galileo and Worldspan GDSs, which provide aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds. Our GDS business operates across 145 countries to provide travel agencies with robust booking technology and access to considerable supplier inventory that Travelport aggregates from airlines, hotels, car rental companies, tour operators, cruise lines, rail companies and other travel suppliers. Our GDS business provides travel distribution services to more than 1,150 travel suppliers and 63,000 travel agencies who in turn serve millions of end consumers globally. Our GDS business also provides business intelligence services to airlines, hotels, car rental companies and local bureaus to enable them to optimize their operations and revenue management functions.



Within our GDS business, our information technology ("IT") services and software business provides hosting solutions and IT software subscription services to the airlines to enable them to focus on their core business competencies and reduce costs. Our IT services and software business manages the mission critical reservations and related systems for three of the leading global airlines (Delta, Northwest and United) as well as 16 other airlines. Our IT services and software business also provides an array of leading-edge IT software subscription services, developed through our hosting arrangements, to 46 airlines around the world.

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GTA business, which sources net rate accommodations, ground travel, sightseeing and other destination services from travel suppliers and then distributes the inventory, through multiple channels, to other travel wholesalers, tour operators and travel agents, and directly to consumers via its affiliate channels. GTA has relationships with over 23,000 hotels worldwide, the substantial majority of which are independent, and an inventory of over 30 million hotel rooms annually, and accommodates travel products and services in over 140 countries.

Company History

        Galileo, the cornerstone of the Travelport business, began as the United Airlines Apollo system in 1971 in the United States. In 1997, Galileo International became a publicly listed company on the New York and Chicago Stock Exchanges. In October 2001, Galileo was acquired by Cendant Corporation ("Cendant"), now known as Avis Budget Group, Inc. As part of Cendant from 2001 to 2006, we completed a series of acquisitions, including Orbitz, Inc. in November 2004 and Gullivers Travel Associates (which forms the base of our GTA business) in April 2005.

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        Travelport Limited was formed on July 13, 2006 to acquire the travel distribution services businesses of Cendant (the "Acquisition"). On August 23, 2006, the Acquisition was completed, and Travelport was acquired by affiliates of The Blackstone Group ("Blackstone") and Technology Crossover Ventures ("TCV"). One Equity Partners ("OEP") acquired an economic interest in our company in December 2006.

        On July 25, 2007, Orbitz Worldwide, Inc. ("Orbitz Worldwide") completed the initial public offering of 41% of its outstanding shares of common stock on the New York Stock Exchange. On October 31, 2007, in connection with an internal restructuring, we transferred 9.1 million shares, or 11% of the then outstanding equity, of Orbitz Worldwide out of Travelport Limited. Our current shareholding in Orbitz Worldwide is approximately 48% of the outstanding equity of Orbitz Worldwide.

        On August 21, 2007, we completed the acquisition of Worldspan Technologies Inc. ("Worldspan"), a global distribution system which has become part of the Travelport GDS business.

        We continually explore, prepare for and evaluate possible corporate transactions to ensure we have the most efficient and effective capital structure and to maximize the value of the enterprise. No assurance can be given with respect to the timing, likelihood or effect of any possible corporate transactions.

        Although we focus on organic growth, we may augment such growth through the select acquisition of (or possible joint venture with) complementary businesses in the travel and business services industries. We expect to fund the purchase price of any such acquisition with cash on hand or borrowings under our credit lines. No assurance can be given with respect to the timing, likelihood or business effect of any possible transaction. In addition, we continually review and evaluate our portfolio of existing businesses to determine if they continue to meet our business objectives. As part of our ongoing evaluation of such businesses, we intend from time to time to explore and conduct discussions with regard to joint ventures, divestitures and related corporate transactions. However, we can give no assurance with respect to the magnitude, timing, likelihood or financial or business effect of any possible transaction. We also cannot predict whether any divestitures or other transactions will be consummated or, if consummated, will result in a financial or other benefit to us. We intend to use a portion of the proceeds from any such dispositions and cash from operations to retire indebtedness, make acquisitions and for other general corporate purposes.

Company Information

        Our principal executive office is located at 400 Interpace Parkway, Building A, Parsippany, New Jersey 07054 (telephone number: (973) 939-1000). We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file reports, proxy and information statements and other information with the Securities and Commission (the "Commission"). Such reports (including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to such reports) and other information can be accessed on our website at www.travelport.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Commission. A copy of our Code of Conduct and Ethics, as defined under Item 406 of Regulation S-K, including any amendments thereto or waivers thereof, can also be accessed on our website. We will provide, free of charge, a copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and Code of Conduct and Ethics upon request by phone or in writing at the above phone number or address, attention: Investor Relations.

GDS

        We are the only global GDS provider that has a number one or number two position in each of the three major world travel regions, Europe, Middle East and Africa ("EMEA"), North, Central and

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South America ("the Americas") and Asia Pacific ("APAC"). In 2007, our GDS business processed over 343 million air segments, 18 million car bookings, 20 million hotel bookings and 1.7 million rail bookings, capturing 32% of the global share of GDS-processed air segments. In 2007, our GDS business earned approximately $1.9 billion in booking fees from air, hotel and car transactions, with $1.7 billion from airlines, $100 million from hotels and $83 million from car rental companies.

        Our GDS business is headquartered in the United Kingdom and is balanced across the three major travel regions, which means that we are well positioned to take advantage of market-driven growth in each major travel region. This geographic balance also helps insulate us from downturns related to specific regional economies. In 2007, our balanced share of GDS-processed air segments was 31%, 34% and 31% in EMEA, Americas and APAC, respectively, based on global distribution of GDS-processed air segments of 40%, 44% and 16%, respectively, in each region.

        Travel Suppliers.    Our relationships with travel suppliers extend to airlines, hotels, car rental companies, tour operators, cruise lines, rail companies and other travel suppliers. Travel suppliers process, store, display, manage and distribute their products and services to travel agencies primarily through GDSs. Through participating carrier agreements (for airlines) and associate agreements (for other travel suppliers), airlines and other travel suppliers are offered varying services and functionality at which they can participate in our GDSs. These levels of functionality generally depend upon the functionality selected by the travel suppliers as well as the type of communications and real-time access allowed with respect to the particular travel supplier's host reservations systems.

        We operate across 145 countries distributing supplier inventory that is aggregated from approximately 450 airlines, 269 hotel chains covering over 83,000 hotel properties, more than 26 car rental companies, more than 400 cruise and tour operators and 13 major rail networks worldwide.

        Our top ten travel suppliers for our GDS business, all of which are airlines, represented approximately 38% of our revenue for the year ended December 31, 2007. The table below lists alphabetically our five largest airline suppliers in EMEA, the Americas and APAC for the year ended December 31, 2007, based on revenue.

EMEA	Americas	APAC
Alitalia Airlines	American Airlines	Emirates Airlines
British Airways	Delta Airlines	Qantas Airways
Emirates Airlines	Northwest Airlines	Singapore Airlines
Lufthansa Airlines	United Airlines	Thai Airways
Saudi Arabian Airlines	US Airways	United Airlines

        Our top five hotel suppliers in our GDS business for the year ended December 31, 2007 were Choice Hotels, Hilton, Intercontinental Hotel Group, Marriott Hotels and Sheraton Starwood, which together accounted for approximately 50% of our hotel revenue in this period. Our top five car rental companies in the GDS business for the year ended December 31, 2007 were Avis, Budget, Enterprise, Hertz and National, which together accounted for approximately 73% of our car revenue in this period. Our rail customers include 13 major rail networks, including Société Nationale des Chemins de Fer France (SNCF) (France), Eurostar Group (United Kingdom), Deutsche Bahn AG (Germany), SNCB Holding (Belgium) and Amtrak (United States), which together accounted for approximately 85% of our rail revenue for the year ended December 31, 2007.

        Our standard distribution agreements with travel suppliers are open-ended and roll over unless specifically terminated. The majority of our agreements remain in operation each year, with exceptions usually linked to airline mergers or bankruptcies. Our top ten travel suppliers (by revenue), all of which are airlines, have been customers for over ten years.

        We have entered into a number of specific term agreements with airlines in the larger and more mature geographic areas, including North America and Western Europe, as well as APAC, to secure

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"full content" parity with the airline's websites. Full content agreements allow our travel agency customers to have access to the full range of our airline suppliers' content. The average duration of these agreements is three to seven years. We have secured full content agreements with 50 airlines, including all the major airlines in North America and the largest European and Asian airlines such as British Airways, Air France, KLM, Lufthansa, Alitalia, Qantas, Cathay Pacific, Singapore Airlines and Virgin Atlantic.

        We have 74 low cost carriers, or LCCs, participating in our GDS. We believe that our geographic breadth makes us the GDS of choice for most major LCCs, although LCC activity on the GDS remains at an early stage of development in terms of level of booking activity. However, the choice and level of participation is driven by the relevance of the GDS in the countries and regions in which the LCCs choose to distribute and sell. For example, our leading position with LCCs, including participation of both JetBlue and Southwest Airlines in the United States, Air Asia and JetStar in APAC and easyJet and AirBerlin in Europe, is indicative of the value that travel suppliers place on the size, scale, and breadth of a GDS's footprint. We believe we are well positioned to capture growth from the LCCs due to our global footprint and strength in the business travel arena in some of the prime areas where LCCs are strongest such as the United States, the United Kingdom and Australia.

        Travel Agencies.    Approximately 63,000 travel agencies worldwide depend on us to provide travel information, booking and ticketing capabilities travel purchases and management tools for travel information and travel agency operations. Access to our GDSs enables travel agencies to electronically search travel-related data such as schedules, availability, services and prices offered by travel suppliers. Through our GDSs, travel agencies have access to approximately 450 airlines, 269 hotel chains covering over 83,000 hotel properties, more than 26 car rental companies, more than 400 cruise and tour operators and 13 major rail networks worldwide.

        Our GDS business also facilitates travel agencies' internal business processes such as quality control, operations and financial information management. Increasingly, this includes the integration of products and services from independent parties that complement our core product and service offerings. We also provide technical support, training and other assistance to travel agencies, including numerous customized access options, productivity tools, automation, training and customer support focusing on process automation, back-office efficiency, aggregation of content at the desktop and on-line booking solutions.

        Travel agencies generally pay a fee for access to our GDSs and for the equipment, software and services provided. However, this fee is often discounted or waived if the travel agency generates a specified number of transactions processed by us during a specified time period. In addition, we provide cash incentives or other inducements to a significant number of travel agencies as a means of encouraging greater use of our GDSs.

        Our travel agency customers comprise on-line travel agencies, off-line travel agencies, long-haul, corporate and leisure travel agencies. Our largest on-line travel agency customers in 2007 were Orbitz Worldwide (which includes orbitz.com and cheaptickets.com in the United States and ebookers.com in Europe), Priceline.com Incorporated and Webjet Marketing Pty. Limited. Our largest corporate travel agency customers in 2007 were American Express, Hogg Robinson Group, BCD Holdings, Carlson Wagonlit Travel and Flight Centre Limited. Our top leisure travel agencies include Thomas Cook, Trailfinders, DER Travel, Stella Group and AAA Travel. Our top ten travel agency customers have been customers for an average tenure of 15 years or more, with two being customers for over 25 years.

        We recently developed Galileo Traversa, an on-line self-service booking tool marketed to corporations and their business travelers. Galileo Traversa enables users to book air, car and hotel reservations with inventory sourced from the Galileo GDS, as well as content available via the Air Content Hub application owned by Galileo. Galileo Traversa is distributed primarily through resale arrangements with travel agencies and may only be licensed to subscribers of GDSs that we own or

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operate. Galileo Traversa was deployed for IBM during the fourth quarter of 2007 and will be made available to Galileo travel agency subscribers in the future.

        Business Intelligence Services.    As part of our GDS business, we also provide data to airlines, hotels, car rental companies and local travel bureaus. Our data is critical to travel suppliers in the management of their own operations. We provide mission-critical data to 60 airlines both for operational processes such as GDS billing, yield management, airline revenue accounting and industry settlement as well as data for market analysis such as airline network planning, revenue management, pricing and sales. Typically, these data services are vital to suppliers' revenue management departments which help travel suppliers optimize their own revenue streams. Data typically takes the form of "raw" electronic booking data from the GDS with details of routes, fares and prices. No personally identifiable data is provided. In addition, through Shepherd Systems ("Shepherd"), we provide a comprehensive suite of innovative on-line technologies, airline marketing intelligence, sales force automation tools and customized data reporting and analysis services to more than 40 airlines and several travel agencies worldwide. Shepherd's tools are used throughout different airline departments, including network, planning, revenue, yield, scheduling, sales and marketing, to strengthen their ability to make strategic decisions and improve business results.

        IT Services and Software.    We have been a pioneer in IT services for the airline industry, being the first GDS to issue an e-ticket in 1995 and the first GDS to offer customer self-service options for airlines (in partnership with Kinetics, Inc.) in 2000. Through our IT services and software business, we provide travel suppliers, primarily airlines, with hosting solutions and IT subscription services.

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Hosting solutions. These solutions encompass mission critical systems for airlines such as internal reservation system services, inventory management and flight operations technology services. Our internal reservation system services include the operation, maintenance, development and hosting of an airline's internal reservation system and include seat availability, reservations, fares and pricing, ticketing and baggage services. These services are critical to an airline's operations as they are the means by which an airline sells tickets to passengers and also drives all the other key passenger related services and revenue processes and systems within the airline. Flight operations technology services provide operational support to airlines, from pre-flight preparation, through to departure and landing. Some of these services include weight and balance, flight planning and tracking, passenger boarding, flight crew management, passenger manifests and cargo. Software development services focus on creating innovative software for use in an airline's internal reservation system and flight operations' systems. We host and manage the IT platforms for Delta, United and Northwest, under contracts which expire in 2018, 2013 and 2018, respectively. United has announced its intention to transition its reservation system away from Travelport to another service provider, which could adversely impact our hosting business. Under the terms of our agreement with United, the earliest United can provide us with notice of its intent to transition from our hosting services is January 1, 2009, with the transition to be effective in January 2010. We also provide 16 other smaller airlines around the world with less complex reservation system products through our hosting solutions.



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IT subscription services. While some airlines elect to have their internal reservation system run by a single IT services provider, others prefer to outsource selected functions to multiple IT services providers. We have developed, through our hosting arrangements, an array of leading-edge IT subscription services, which we provide to 46 airlines around the world for mission critical applications in fares, pricing and e-ticketing. These services include:



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Fares and Pricing/e-pricing/global fares. A fare-shopping tool that enables airlines to outsource fares and pricing functionality to us.

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Electronic Ticketing. A database that enables airlines to outsource electronic ticketing storage and maintenance to us. We provide electronic ticketing services to more than 200 airlines.



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Rapid Reprice. An automated solution that enables airlines to recalculate fares when itineraries change.



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Fare Verify. A real time audit tool that enables airlines to protect against errors or fraud caused by reservation and ticketing agents.



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Interline e-ticketing Hub. A software application that enables airlines to use our e-ticketing links with multiple carriers to establish their inter-carrier e-ticketing.

        We have also developed products which allow airlines to engage in new ways of selling airline tickets. For example, airlines are now able to pre-order meals, pre-select seats and offer discounts to travelers with no baggage.

        Our SecuRate Air Plus web-based product allows customers to input private fare and rule data for a corporation, large agency or e-commerce business, reflecting their exclusive low fare agreements with carriers. Our ViewTrip web-based product allows travelers to view their itineraries on-line. ViewTrip offers us the opportunity to earn additional advertising revenue.

        Sales and Marketing.    Our sales and marketing teams are responsible for developing existing and initiating new commercial relationships with travel suppliers and travel agencies worldwide.

        We employ a hybrid sales and marketing model consisting of direct sales and marketing organizations ("SMOs") which we directly manage, and indirect, third party national distribution companies ("NDCs"). We market, distribute and support our products and services primarily through SMOs. However, in regions not supported directly by SMOs, we provide our products and services through our relationships with NDCs which are typically independently owned and operated by a local travel-related business in that country or region. We typically pay an NDC operator a commission based upon the booking fees generated in the NDC's country or region and the NDC retains all subscriber fees billed in the country. Our SMOs and NDCs are organized by country or region and are typically divided between the new account teams, which seek to add new travel agencies to our distribution system, and account management teams, which service and expand existing business. We also provide global account management services to certain large multi-national customers. In certain regions, smaller customers are managed by telemarketing teams. We also have a dedicated airline solutions sales and service organization that is responsible for marketing our IT services, including our hosting solutions, to airlines globally.

        Historically, we relied on NDCs owned by national airlines in various countries in EMEA and APAC to distribute our products and services. However, in 1997, following Galileo's listing on the New York Stock Exchange, we acquired many of these NDCs from the airlines, including in the United States, Netherlands and Switzerland and, later, in Ireland, Italy, Australia, New Zealand, Malaysia, Denmark, Canada and the United Kingdom. This enabled us to directly control our distribution at a time when the airlines wished to divest and concentrate on their core airline businesses. In less developed regions where airlines continue to exert strong influence over travel agencies, NDCs remain a viable and cost effective alternative to direct distribution. We have relationships with NDCs in many countries, including India, Austria, Greece, Hungary, Turkey, Kuwait, Lebanon, Jordan, Saudi Arabia, United Arab Emirates, Yemen, Egypt, Kenya and South Africa, as well as many other countries in Africa. In countries in APAC, such as India, Bangladesh, Sri Lanka, Thailand and South Korea, where our competitors are owned by the national airlines, we have either established SMOs or identified local companies to act as NDCs. In addition, we have successfully operated through NDCs owned by third parties that are not airlines, specifically in countries in which our Worldspan GDS operates in the Middle East, Africa and APAC. We regularly review our network of NDCs and periodically assess individual markets for vertical integration which is an activity which we plan to continue.

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        Competition.    The marketplace for travel distribution is large, multi-faceted and highly competitive. Our GDS business competes with other traditional GDSs such as Amadeus Global Travel Distribution S.A. ("Amadeus") and Sabre, Inc. ("Sabre"), as well as with several regional competitors. The largest regional GDSs are based in Asia and include Abacus International Pte Ltd ("Abacus"), which is primarily owned by a group of ten Asian airlines, Axess International Network Inc. and INFINI Travel Information, Inc., which are majority owned by Japan Airlines System and All Nippon Airways, respectively, Topas Co., Ltd., which is majority owned by Korean Air Lines, and TravelSky Technology Limited, which is majority owned by Chinese state-owned enterprises.

        In addition, GDSs compete with travel suppliers that offer information and bookings functionality through their own "supplier.com" websites, and technology providers offering a direct connection between travel content providers and travel agents bypassing GDSs, although the latter have had limited impact due to the relative efficiency, size, scale and depth of content in GDSs. These technology providers have recently altered their strategy either to focus on travel agency automation tools which complement the GDS or IT subscription services providing airlines with functionalities such as shopping and pricing tools, in competition with our IT subscription services business.

        Each of the other traditional GDSs offers products and services substantially similar to our services. Competition in the GDS industry is based on the following criteria:

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the timeliness, reliability and scope of travel inventory and related information offered;



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service, reliability and ease of use of the system;



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the number and size of travel agencies utilizing our GDSs and the fees charged and inducements paid to travel agencies;



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travel supplier participation levels, inventory and the transaction fees charged to travel suppliers; and



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the range of products and services available to travel suppliers and travel agencies.

        We routinely face new competitors and new methods of travel distribution. Suppliers and third parties seek to promote distribution systems that book directly with travel suppliers. For example, US-based ITA Software and Farelogix have recently announced plans to develop new distribution systems, although these systems currently utilize the functionality of a GDS to provide the more complex components of a complete travel distribution solution for suppliers and travel agencies. Recent trends indicate that these companies have refocused on competing in the industry segment for IT services to travel suppliers, such as providing internal reservation systems or travel agency automation tools operating in conjunction rather than as an alternative to a GDS. In addition, established and start-up search engine companies are attempting to enter the travel marketplace by aggregating travel search results across travel supplier, travel agent and other websites. These alternative travel distribution systems may have the effect of diverting customers from our GDSs.

        The IT services sector of the travel industry is highly fragmented, with hundreds of airline customers and multiple providers of IT services, including a number of airlines who build and run applications in-house. Competition within the IT services industry is segmented by the type of service offering. For example, internal reservation and other system services competitors include Amadeus, Electronic Data Systems Corporation, Navitaire Inc., Sabre and Unisys Corporation/SITA, as well as airlines that provide the services and support for their own internal reservation system services and also host external airlines.

        Technology.    We are currently consolidating our Galileo and Worldspan data centers into a single location to support our GDSs and IT services and software businesses. The Atlanta, Georgia data center offers a state of the art facility that has just completed comprehensive technology upgrades to the latest IBM processing and storage platforms. The Atlanta facility and the existing systems are

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certified compliant with the Payment Card Industry Data Security Standard, offering a highly secure environment for combined Galileo and Worldspan operations. Current mainframe capacity already exists to handle our combined core systems workloads and the facility offers space for the incremental server hardware required to manage growth for the foreseeable future. We will use the capacity of the system and the advanced logical partitioning abilities to create a single, combined operational environment that reduces cost while ensuring stability and functionality. In addition, the combined environment will immediately deliver significant infrastructure upgrades, both in systems and network technology, previously planned and budgeted for Galileo. The network, mainframe and distributed server environments in the Atlanta facility have been modified since October 2007 and testing of the configuration that will support combined operations is at an advanced stage.

        The Galileo GDS currently outsources the data center operations in our Denver facility to IBM. We have chosen to continue in-sourcing operations in Atlanta to take advantage of the experienced and skilled staff, the consistently high service levels and low cost demonstrated with that model. Galileo will transition its technology platform and IT operations from Denver to Atlanta. Our combined technology team is very experienced at relocating large mission-critical data centers, having successfully moved the Galileo data center from Swindon, United Kingdom to Denver and the PARS data center from Kansas City to Atlanta; integrated the Delta Airlines reservations and flight operations systems; and hosted the Abacus GDS and moved the Abacus system to a different hosting provider. Over the last five years our Atlanta team has upgraded and streamlined systems and network technologies, continually reducing costs for Worldspan and its customers. The combined operation plan will allow the technology team to reduce costs for Galileo systems and customers. The savings in labor, hardware, facility, network costs and those from renegotiated contracts with IBM and other key technology providers, underpin a large element of our restructuring plan.

        The combined data center will be comprised of over 3,500 open systems servers and mainframes, providing for 4.3 billion stored fares, with peak message rates of nearly 20,000 messages per second. Peak message days will see over 900 million messages. In its first year of combined operation, the data center will support more than 620 million travel-related bookings and handle just under 200 billion messages at a lower cost per booking.

GTA

        GTA is a leading global wholesaler of accommodation, ground travel, sightseeing and other destination services. GTA is focused on city center travel rather than beach destinations. GTA has relationships with more than 35,000 travel supplier partners and more than 23,000 hotels, the substantial majority of which are independent, and an inventory of over 30 million hotel rooms annually, and sells travel products and services in over 140 countries. We believe GTA's inventory depth and breadth on a global scale are more comprehensive than any of its competitors. In 2007, GTA serviced more than 25,000 groups, made over 3.0 million bookings and generated total transaction value ("TTV") of approximately $1.86 billion and net revenue of $330 million. GTA's business is geographically diverse, with no one inbound destination and no one outbound source accounting for more than 20% of GTA's sales as measured by TTV.

        GTA sources net rate accommodations, ground travel, sightseeing and other destination services from travel suppliers and then distributes the inventory, through multiple channels, to other travel wholesalers, tour operators and travel agents, and directly to consumers via its affiliate channels, such as airlines, loyalty companies and financial institutions. GTA has arrangements with individual hotel chains and independent hotel properties through which it is given access to the inventory of participating hotels at negotiated rates. The room inventory to which GTA has access under these arrangements is provided to GTA on an allocation basis, which ensures availability of those rooms. GTA then distributes the room inventory under contract to other travel wholesalers, tour operators and

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travel agents. GTA currently bears inventory risk on less than 0.1% of its supplier contracts which represents less than 2% of GTA's TTV.

        A critical aspect of GTA's business model is that it competes successfully both as a wholesale and retail provider of group and independent travel, the two key leisure travel segments. This business model makes GTA attractive to hotels and other travel suppliers as it helps drive these two fundamentally discrete groups of travelers to their businesses. In return, GTA is able to secure highly competitive and often unique inventory allotments and net rates. GTA's group and independent traveler offerings operate symbiotically and strengthen its offering to both suppliers and customers.

        GTA's business model provides opportunities to earn incremental revenue from cross-selling, which increasingly differentiates GTA from its competitors. With the launch of the Galileo Leisure product for travel agents in 2005, GTA has been able to increase significantly the amount of content that Galileo makes available to its travel agency customers and also benefit from a broader customer base.

        GTA is well-positioned to take advantage of growth in the fast growing APAC region, with more than a dozen offices in the region and significant experience operating in this region.

        OctopusTravel.    OctopusTravel, which includes the brands OctopusTravel.com and Needahotel.com, provides travelers with the ability to book reservations on-line from a large inventory of hotels and apartments, car rentals, bus and limousine transfers and sightseeing services in numerous cities and countries. It offers accommodation in more than 140 countries worldwide and conducts business in 30 different languages. The majority of OctopusTravel's bookings are made through its affiliate partners, such as airlines, loyalty companies and financial institutions, who incorporate booking services and content of OctopusTravel into their own websites. Affiliate partners can choose from a variety of branding solutions to market products and services to their customers. OctopusTravel manages content, on-line marketing and customer service functions on behalf of many of its affiliate partners. OctopusTravel has more than 1,200 agreements with affiliate partners, including AirMiles, Singapore Airlines, Virgin Blue and eDreams, and several major airlines in EMEA and APAC.

Customers.

        Travel Suppliers.    GTA has relationships with more than 35,000 travel supplier partners, including more than 23,000 hotels, the substantial majority of which are independent. In 2007, GTA's top ten contracted hotels accounted for approximately 2.2% of GTA's room nights.

        Travel Wholesalers, Travel Agencies and Tour Operators.    GTA's customers include travel wholesalers, travel agencies and tour operators in over 140 countries. Orbitz Worldwide is currently GTA's largest customer.

        Sales and Marketing.    GTA has 30 offices globally, including London, New York, Hong Kong, Tokyo and Dubai, which are responsible for maintaining and building relationships with retail travel agents, wholesale tour operators and corporate travel clients in over 140 countries worldwide. GTA develops relationships with its customers using its direct sales force and account managers. The GTA strategy focuses on both attracting new customers and increasing the business of existing customers. Sales and marketing techniques include partnership marketing, preferred product placement, public relations and recommendations in travel guides. GTA also works with the media and country and regional tourism boards to promote destinations. Points of differentiation include technology customized to provide direct access to inventory and rates, inventory allocations, GTA's reputation as a reliable supplier and competitive room rates. GTA has dedicated contractors globally that are tasked with securing local content. These contractors are responsible for negotiating commercial terms for hotels (including rates and allocations) and other ground services (including restaurants, sightseeing, excursions, transfers and long distance coaches).

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        Technology.    GTA operates its core systems at a third-party hosted center near Hounslow, United Kingdom, and its secondary servers are located in GTA's headquarters in London, United Kingdom. GTA's systems and telecommunication infrastructure is on-line 24 hours a day, seven days a week, 365 days a year. GTA's back end systems are hosted on a large, logically partitioned, IBM iSeries platform with immediate replication to associated secondary systems. The platform is scaleable both vertically, within the same chassis, and horizontally, to further partitioned servers if required. GTA's front end systems are hosted on variable sized load balanced 'stacks' of servers utilizing open source software and industry standard database technology. The structure is such that more stacks can easily be added to enable scaleability to cater for the ever-increasing levels of traffic being directed at the platform. The front end systems have been developed to allow customers of GTA and OctopusTravel the ability to search and use inventory and pricing of hotels and ancillary services. Industry strength secure networks support GTA's worldwide presence. GTA's systems are subject to annual review by external third parties from a compliance and security perspective.

        GTA operates and maintains global websites and on-line interfaces that serve a diverse range of travel sellers. Wholesale customers and corporate "white label" customers may use an XML interface that has been developed in-house. The majority of GTA's core operational applications were developed and are maintained by a third party.

        Competition.    The wholesale travel industry is highly fragmented. GTA competes primarily with regional and local wholesalers of accommodation, transportation, sightseeing and other travel-related products and services, such as Kuoni Travel Holding Ltd. and TUI AG (Europe), Tourico Holidays, Inc. (United States) and Qantas Holidays Limited (Australia). Unlike GTA, many of these regional competitors depend on one region for 75% or more of their total transaction value. GTA with its global footprint is uniquely positioned to sell inter- and intra-regional travel worldwide. GTA also competes with global, regional and local on-line hotel retailers in EMEA, the Americas and APAC.

        Factors affecting the competitive success of travel wholesalers, including GTA, include:

•

the choice and availability of travel inventory;



•

customer service;



•

the strength of independent hotel relationships;



•

the breadth, diversification and strength of local tour operator and travel agency relationships;



•

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 travelers.

Material Agreements

        During 2007, we entered into a number of new material agreements. In July 2007, in connection with the consummation of the initial public offering of Orbitz Worldwide, we and our subsidiaries entered into a number of agreements with Orbitz Worldwide, including a separation agreement, a transition services agreement, a tax sharing agreement and a subscriber services agreement. A summary description of each agreement is included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2007. In December 2007, following the acquisition of Worldspan, we entered into an amendment to the previously amended Asset Management Offering Agreement (the "IBM Agreement") among Worldspan, IBM and IBM Credit LLC and a joinder agreement pursuant to which we were joined as a party to the IBM Agreement. A summary description of the amended IBM Agreement is included in our Current Report on Form 8-K filed with the Securities and Exchange

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Commission on January 4, 2008. The IBM Agreement was further amended in January, February and March 2008.

Financial Data of Segments and Geographic Areas

        Financial data for our segments and geographic areas are reported in Note 20—Segment Information to our Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Intellectual Property

        We regard our technology and other intellectual property, including our trademarks, as a critical component of our business. We protect our intellectual property rights through a combination of copyright, trademark and patent laws, trade secret and confidentiality procedures. The trademarks and service marks TRAVELPORT®, GALILEO®, GULLIVERS TRAVEL ASSOCIATES®, GTA®, OCTOPUSTRAVEL®, WORLDSPAN® and related trademarks and logos are material to our businesses. We own the material marks used in our businesses, and we and our licensees actively use these marks. All of the material marks used by these companies are registered (or have applications pending for registration) in their appropriate markets. We take reasonable precautions to protect against unauthorized or infringing uses of our trademarks in the marketplace.

        Our GDS business depends on a number of third party and jointly developed software licenses. These include the Transaction Processing Facility operating system software licensed from IBM that supports the core GDS technology. Our Galileo and Worldspan GDSs each have a licensing arrangement with IBM, each of which expires in June 2011, but which is subject to renewal. It is anticipated that we will establish a licensing agreement with IBM that applies to both of our GDSs. In addition, Worldspan developed e-Pricing jointly with Expedia and shares intellectual property rights in this application. We have an issued US patent directed to a unique cache for airline data which allows us to provide flight availability information without having to access an airline's databases for each inquiry. This patent expires on April 1, 2022. We also have a patent pending for Worldspan for an innovative interactive map product.

        Unauthorized use of our intellectual property could have a material adverse effect on us and our legal remedies may not adequately compensate us for the damage caused by such use.

Regulation

        We are subject to or affected by international, federal, state and local laws, regulations and policies, which are constantly subject to change. The descriptions of the laws, regulations and policies that follow are summaries and should be read in conjunction with the texts of the laws and regulations described below. The descriptions do not purport to describe all present and proposed laws, regulations and policies that affect our businesses.

        We believe that we are in material compliance with these laws, regulations and policies. Although we cannot predict the effect of changes to the existing laws, regulations and policies or of the proposed laws, regulations and policies that are described below, we are not aware of proposed changes or proposed new laws, regulations and policies that will have a material adverse affect on our business.

GDS Regulations

        Our GDS businesses are subject to specific GDS regulations in the European Union and Canada. Prior to July 31, 2004, our GDS businesses were also subject to GDS regulations in the United States.

        In October 2005, the European Commission announced that it proposed to repeal many regulations, including the Computer Reservation System ("CRS") Regulations. The CRS Regulations were originally adopted in the United States, Canada and the European Union to guarantee consumers

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access to competitive information by requiring CRSs (then owned by individual airlines) to provide travel agents with unbiased displays and rankings of flights. On November 15, 2007, following a public consultation, the European Commission adopted a proposal for a revision of the CRS Regulations. Under the proposal, GDSs and airlines will be free to negotiate booking fees charged by the GDSs and the information content provided by the airlines. The proposal also contains provisions to ensure a neutral and non-discriminatory presentation of travel options in the GDS displays and to prohibit the identification of travel agents in MIDT data. In addition, to prevent parent carriers of GDSs from hindering competition from other GDSs, parent carriers will continue to be required to provide other GDSs with the same information on its transport services and to accept bookings from another GDS. We have expressed to the European Commission our views on the proposal. We intend to continue discussions with the European Commission as well as raise our concerns with certain members of the European Parliament, Member States and the European Council. New GDS regulations are not expected to be enacted before 2009.

        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 GDSs.

        We are also subject to regulations affecting issues such as telecommunications and exports of technology.

GTA Regulations

        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" and to comply with certain disclosure requirements. Where we sell travel products and services in Europe directly to travelers as part of a "package", we are regulated by The Package Travel, Package Holidays and Package Tours Regulations Directive 90/314/EEC (13 June 1990), as implemented by EU Member States into country-specific regulations (the "Package Travel Regulations"). Where the Package Travel Regulations apply, they impose primary liability on us for all elements of a trip sold through us, whether we own or control those services or whether we sub-contract them to independent suppliers. The Package Travel Regulations principally affect our GTA business where the sale is made in the European Union.

Travel Agency Regulations

        The products and services that we provide are subject to various international, federal, state and local regulations. We must comply with laws and regulations relating to our sales and marketing activities, including those prohibiting unfair and deceptive advertising or practices. As a seller of air transportation products in the United States, we are subject to regulation by the US Department of Transportation ("DOT"), which has jurisdiction over economic issues affecting the sale of air travel, including customer protection issues and competitive practices. The DOT has the authority to enforce economic regulations and may assess civil penalties or challenge our operating authority. In addition, many of our travel suppliers and trade customers are heavily regulated by the US and other governments, and we are indirectly affected by such regulation.

        In addition, certain jurisdictions abroad may require that we hold a local travel agencies' license in order to sell travel products to travelers.

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Privacy and Data Collection Regulations

        Privacy regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. Many states in the United States have introduced legislation or enacted laws and regulations that require strict compliance with standards for data collection and protection of privacy and provide for penalties for failure to notify customers when such standards are breached, even by third parties. The US Federal Trade Commission adopted "do not call" and "do not fax" regulations in October 2003. In compliance with such regulations, our affected businesses have developed and implemented plans to block phone numbers listed on the "do not call" and "do not fax" registries and have instituted new procedures for preventing unsolicited telemarketing calls. In response to "do not call" and "do not fax" regulations, our affected businesses have reduced their reliance on outbound telemarketing.

        Many countries have enacted or are considering legislation to regulate the protection of private information of consumers, as well as limiting unsolicited commercial email on the Internet to consumers. In the United States, the legislation that has become state law is a small percentage of the number still pending, and is similar to what has been introduced at the federal level. We cannot predict whether any of the proposed state privacy legislation currently pending will be enacted and what effect, if any, it would have on our businesses.

        The primary privacy regulations to which our operations are subject are the EU Data Protection Directive 95/46/EC of the European Parliament and Council (24 October 1995) and Canada's Personal Information and Protection of Electronic Documents Act ("PIPEDA"):

•

Europe: Individual countries within the European Union have specific regulations related to the transborder dataflow of personal information (i.e., sending personal information from one country to another). The EU Data Protection Directive is the source of many of these individual regulations and requires companies doing business in EU Member States to comply with its standards. It provides for specific regulations requiring all non-EU countries doing business with EU Member States to provide adequate data privacy protection when sending personal data from any of the EU Member States. Effective July 25, 2000, the EU Member States adopted a safe-harbor arrangement that provides that US organizations can adopt procedures that comply with European privacy regulations and can certify their compliance through notice to the US Department of Commerce. Participation in the safe harbor is voluntary and indicates that the organization provides an adequate level of privacy protection and qualifies Travelport to receive data from EU Member States. A company does not have to join the safe harbor to be in compliance with the EU Data Protection Directive. It may choose instead to seek approval for the data transfers from the specific individual or otherwise qualify for an exception. US companies that avail themselves of the safe harbor arrangement are subject to oversight and possible enforcement actions by the US Federal Trade Commission or the US DOT (which has authority over "ticket agents") if they violate the provisions of their certification. Such violations may be found to be unfair and deceptive practices. In addition, the European Commission has approved a set of standard form clauses for the transfer of personal data. These allow companies to put in place a contractual chain in order to transfer data outside of Europe.



•

Canada: PIPEDA provides Canadian residents with privacy protections in regard to transactions with businesses and organizations in the private sector. PIPEDA recognizes the individual's right to privacy of their personal information. In addition, it recognizes the need of organizations to collect, use and share personal information and establishes rules for handling personal information. On January 1, 2004, PIPEDA was extended to the collection, use or disclosure of personal information in the course of any commercial activity within a province.

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Marketing Operation Regulations

        The products and services offered by our various businesses are marketed through a number of distribution channels, including over the Internet. These channels are regulated on a country by country basis, and we believe that our marketing operations will increasingly be subject to such regulation. Such regulations, including anti-fraud laws, customer protection laws, and privacy laws may limit our ability to solicit new customers or to market additional products or services to existing customers. We are also aware of, and are actively monitoring the status of, certain proposed state legislation related to privacy and to email marketing that may be enacted in the future. It is unclear at this point what effect, if any, such state legislation may have on our businesses. California, in particular, has enacted legislation that requires enhanced disclosure on Internet websites regarding customer privacy and information sharing among affiliated entities. We cannot predict whether these laws will affect our practices with respect to customer information and inhibit our ability to market our products and services nor can we predict whether other states will enact similar laws.

Internet Regulations

        We must also comply with laws and regulations applicable to businesses engaged in on-line commerce. An increasing number of laws and regulations apply directly to the Internet and commercial on-line services. For example, email activities are subject to the US CAN-SPAM Act of 2003. The US CAN-SPAM Act regulates the sending of unsolicited, commercial electronic mail by requiring the sender to (i) include an identifier that the message is an advertisement or solicitation if the recipient did not expressly agree to receive electronic mail messages from the sender, (ii) provide the recipient with an on-line opportunity to decline to receive further commercial electronic mail messages from the sender, and (iii) list a valid physical postal address of the sender. The CAN-SPAM Act also prohibits predatory and abusive electronic mail practices and electronic mail with deceptive headings or subject lines. Moreover, there is currently great uncertainty whether or how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet and commercial on-line services. It is possible that laws and regulations may be adopted to address these and other issues. Further, the growth and development of the market for on-line commerce may prompt calls for more stringent customer protection laws.

        New laws or different applications of existing laws would likely impose additional burdens on companies conducting business on-line and may decrease the growth of the Internet or commercial on-line services. In turn, this could decrease the demand for our products or increase the cost of doing business.

        Federal legislation imposing limitations on the ability of states to impose taxes on Internet-based sales was enacted in 1998. The US Internet Tax Freedom Act, which was extended by the Internet Nondiscrimination Act, exempted certain types of sales transactions conducted over the Internet from multiple or discriminatory state and local taxation through November 1, 2007. The majority of products and services we offer are already taxed: hotel rooms and car rentals at the local level and air transportation at the federal level with state taxation preempted. In Europe, there are laws and regulations governing e-commerce and distance-selling which primarily affect our recently-acquired customer travel businesses. These regulations require our businesses to act fairly towards customers, for example, by giving customers a cooling-off period during which they can cancel transactions without penalty. There are various exceptions for the leisure and travel industry.

Employees

        As of December 31, 2007, we had approximately 6,100 employees worldwide, with approximately 2,170 employees in EMEA, 2,570 employees in the Americas and 1,360 employees in APAC. None of our employees in the United States are subject to collective bargaining agreements governing their employment with us. In many of the European countries in which we operate, we are subject to, and comply with, local law requirements in relation to the establishment of work councils. We believe that our employee relations are good.

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ITEM 1A.    RISK FACTORS

You should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our company in each of these categories of risk. However, the risks and uncertainties our company faces are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to Our Business

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

        Our revenue is derived from the global travel industry. As a result, our revenue is directly related to the overall level of travel activity, particularly air travel volume, and is therefore significantly impacted by declines in, or disruptions to, travel in any region due to factors entirely outside of our control. Such factors include:

•

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



•

epidemics or pandemics, such as avian flu and Severe Acute Respiratory Syndrome ("SARS");



•

natural disasters, such as hurricanes and earthquakes;



•

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



•

the financial condition of travel suppliers, including airlines and hotels, and the impact of any changes such as airline bankruptcies or consolidations on the cost and availability of air travel and hotel rooms;



•

changes to laws and regulations governing the airline and travel industry and the adoption of new laws and regulations detrimental to operations, including environmental and tax laws and regulations;



•

fuel price escalation;



•

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



•

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.

        If there is a prolonged substantial decrease in travel volume, particularly air travel volume, for these or any other reason, it would have an adverse impact on our business, financial condition and results of operations.

        We may also be adversely affected by shifting trends in the travel industry. For example, a significant portion of the revenue of our GTA business is attributable to the distribution of travel

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packages that combine accommodation, destination services and transportation through traditional wholesale and tour operators that serve both group and individual travelers. In certain markets, an increasing proportion of travel is shifting away from that method of organizing and booking travel towards more independent, unpackaged travel, where travelers book the individual components of their travel separately. To the extent our GTA business 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 businesses operate in highly competitive industries. If we cannot compete effectively, we may lose share to our competitors, which may adversely affect our financial performance. Our continued success depends, to a large extent, 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.

GDS business

        GDSs have two different categories of customers, travel suppliers and travel agencies. We are, therefore, subject to the interrelated network effects arising out of the interaction between these customer groups. We need to offer competitive terms to travel suppliers to obtain sufficient travel content to allow us to provide a competitive offering to travel agencies 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 adversely affected.

        Our GDSs compete with other traditional GDSs such as Amadeus and Sabre, and regional participants such as Abacus, as well as with alternative intermediate distribution technologies. We also compete 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 travel distribution websites (known as "supplier.com websites"). Our GDSs also compete 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.

        The IT services sector of the travel industry is highly fragmented. We compete with hundreds of airline customers and multiple providers of IT services, including a number of airlines who build and run applications in-house. Competition within the IT services industry is segmented by the type of service offering. For example, internal reservation and other system services competitors include Amadeus, Electronic Data Systems Corporation, Navitaire Inc., Sabre and Unisys Corporation/SITA, as well as airlines that provide the services and support for their own internal reservation system services and also host external airlines.

GTA business

        The wholesale travel industry is highly fragmented, and GTA competes with regional and local wholesalers of accommodation, transportation, sightseeing and other travel-related products and services, global wholesalers of travel-related products and services such as Miki Travel Limited, Kuoni Group and Tourico Holidays, Inc., regional or specialist wholesalers of travel-related products and services, and global, regional and local on-line hotel retailers in EMEA, the Americas and APAC.

        Some of our competitors may be able to secure services and products from travel suppliers on more favorable terms than we can. In addition, the introduction of new technologies and the expansion of existing technologies may increase competitive pressures. The enhanced presence of on-line travel

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agencies, for example, is placing pressure on GTA's ability to secure allocations of hotel rooms. Increased competition may result in reduced operating margins, as well as loss of market share and brand recognition. We may not be able to compete successfully against current and future competitors and competitive pressures we face could have a material adverse effect on our business, financial condition or results of operations.

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

        We acquired Worldspan in August 2007 and believe that this acquisition will enhance our future financial performance by capitalizing on natural operational synergies as well as complementary technology and geographic attributes. The travel distribution industry is highly regulated and regulatory hurdles may deprive us of the anticipated financial benefits of the Worldspan acquisition.

        Moreover, the Worldspan acquisition presents challenges to management, including the integration of our administrative operations, systems and personnel with those of Worldspan. The Worldspan 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. As part of the integration process, we will be completing the consolidation of our systems infrastructure and web and database servers for our Galileo and Worldspan GDS operations in Atlanta. This is a significant undertaking. Any difficulties that we encounter in the transition and migration processes, and any level of integration that is not successfully achieved, could have an adverse effect on our revenue, level of expenses and results of operations. We may also experience operational interruptions, the loss or corruption of data and 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.

We may not be able to achieve all of our expected cost savings from the Worldspan acquisition and our re-engineering efforts.

        We are benefiting, and expect to continue to benefit, from cost savings to be achieved as a result of the comprehensive reengineering program that commenced at the time of the Acquisition and from synergies to be achieved as a result of the Worldspan acquisition under the Worldspan integration program. In connection with the Worldspan acquisition, we have identified $150 million of potential annualized synergies from the Worldspan integration program. We also believe that certain other cost saving opportunities exist in connection with our re-engineering efforts. However, we may not be able to achieve our expected cost savings or identify any other cost savings opportunities, and any identified cost savings may not be achieved in a timely manner or unexpected costs may offset or outweigh any savings we do achieve. A variety of factors could cause us to fail to achieve the expected cost savings, including:

•

delays or higher than expected costs in integrating our data center operations, products and applications;



•

higher than expected severance costs related to staff reductions;



•

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



•

delays in the anticipated timing of activities related to our cost savings plan;



•

any negative impacts of integration on our business operations; and



•

other unexpected costs associated with operating Worldspan.

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        Because 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 these expected annual cost savings could have a material adverse effect on our financial condition and results of operations.

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. In August 2007, we completed the Worldspan acquisition, in August 2006, we completed the acquisition of the Travelport companies of Cendant and, in April 2005, the Travelport businesses of Cendant completed the acquisition of GTA. We have derived a significant portion of our recent growth in revenue and operating income from acquired businesses. The success of any future acquisition strategy, including joint ventures, will continue to depend upon our ability to find suitable opportunities on favorable terms and to finance and complete these transactions. In addition, upon completion of an acquisition, we may encounter difficulties related to the integration of the acquired business into our operations, departure of a significant number of employees, loss in value of acquired intangibles and diversion of management's attention as well as unanticipated problems or liabilities. If we cannot overcome these difficulties, our ability to realize anticipated cost savings and revenue growth from our acquisitions may be adversely affected.

        In addition, acquisitions may not be accretive to our earnings, to the extent expected or at all, and may negatively impact our results of operations through, among other things, the incurrence of debt to finance an acquisition, non-cash write-offs of goodwill or intangibles or increased amortization expenses in connection with intangible assets. For example, for the period from January 1, 2006 to August 22, 2006, we recorded a $2,365 million pre-tax non-cash impairment charge (audited), primarily relating to the difference between the price at which Travelport was sold to Blackstone and the historical carrying value of Travelport's net assets.

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

        We depend upon the use of sophisticated information technologies and systems, including technologies and systems utilized for reservation systems, communications, procurement and administrative systems. 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 services in response to competitive service and product offerings and the evolving demands of the marketplace. We believe that Octopus is currently being outperformed in the market for a number of reasons, such as the lack of user-friendly features on the Octopus website found on other competitors sites and the lack of flexible pricing options, options which are available on competitor sites.

        It is possible that, if we are not 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, our business and operations could be materially adversely affected. Also, we may not achieve the benefits anticipated or required from any new technology or system, or be able to devote financial resources to new technologies and systems in the future.

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System interruptions and slowdowns 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 and slowdowns. We have experienced system interruptions in the past. 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, which could result in us 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:

•

power losses, computer systems failure, Internet and telecommunications or data network failures, operator error, losses and corruption of data, and similar events;



•

computer viruses, penetration by individuals seeking to disrupt operations or misappropriate information and other physical or electronic breaches of security;



•

the failure of third party software, systems or services upon which we rely to maintain our own operations; and



•

natural disasters, wars and acts of terrorism.

        We do not have backup systems for certain critical aspects of our operations, some systems are not fully redundant and our disaster recovery plan is limited and may not be sufficient in the event of a disaster. In addition, we may have inadequate insurance coverage or insurance limits to compensate for losses from a major interruption, and remediation may be costly and have a material adverse effect on our operating results and financial condition. Any extended interruption or degradation in our technologies or systems, or any substantial loss of data, could significantly curtail our ability to conduct our businesses and generate revenue.

We are dependent upon software, equipment and services provided by third parties.

        We are dependent upon software, equipment and services provided and/or managed by third parties in the operation of our businesses. In the event that the performance of such software, equipment or services provided and/or managed by third parties deteriorates or our arrangements with any of these third parties related to the provision and/or management of software, equipment or services are terminated, we may not be able to find alternative services, equipment or software on a timely basis or on commercially reasonable terms or be able to do so without significant cost or disruptions to our businesses and our relationships with our customers may be adversely impacted. During 2007, we experienced system outages arising from services that were provided by one of our key third party providers. The failure to obtain these arrangements may have a material adverse effect on our business, financial condition and/or results of operations.

We rely on third party national distribution companies to market our GDS services in certain regions.

        Our GDSs utilize third party, independently owned and managed national distribution companies ("NDCs") to market GDS products and distribute and provide GDS services in certain countries, including Austria, Dubai, Egypt, Greece, Hungary, India, Jordan, Kuwait, Lebanon, Pakistan, Saudi Arabia, Syria, Turkey, United Arab Emirates and Yemen, as well as many other countries in Africa. In Asia, where many national carriers own one of our competitors, we often use local companies to act as our GDS distributor. In connection with our NDC in the Middle East, we received a termination notice effective as of December 31, 2008. As a result, we expect our agreement with this NDC to terminate at

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the end of 2008. We are currently considering either entering into a new NDC relationship with a third party or establishing our own sales and marketing organization in that region.

        We rely on our NDCs and the manner in which they operate their business to develop and promote our global GDS business. Our top ten NDCs generated approximately $278 million, or 15% of our revenue, for the year ended December 31, 2007. We pay each of our NDCs a commission relative to the number of segments booked in its region. The NDCs are independent business operators, are not our employees, and we do not exercise control over their day-to-day operations. We provide training and support to the NDCs, but the success of their marketing efforts and the quality of the services they provide is beyond our control. If they do not meet our standards for distribution, our image and reputation may suffer materially and sales in those regions could decline significantly. In addition, any interruption in these third party services or deterioration in their performance could have a material adverse effect on our business, financial condition or results of operations.

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

        A significant portion of our revenue is derived from fees paid by airlines for bookings made through our GDSs. 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 content, in this case, the fares and inventory, that they provide to us and to our GDS competitors from the content that they distribute directly themselves. In these cases, airlines provide some of their content to GDSs, while withholding other content, such as lower cost "web" fares, for distribution via their own supplier.com websites unless the GDSs 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 booking fees, or, alternatively, to charge GDSs to access their lower cost web fares.

        We have entered into full content agreements with most major carriers in Europe, the United States and APAC, which provide us with access to the full scope of fares and inventory which the carriers make available through direct channels, such as their own supplier.com websites, with average terms of three to seven years. We may not be able to renew these agreements on a commercially reasonable basis or at all. If we are unable to renew these agreements, we may be disadvantaged compared to our competitors and our financial results could be adversely impacted. The full content agreements have required us to make significant price concessions to the participating airlines. If we are required to make additional concessions to renew or extend the agreements, it could have a material adverse effect on our business, financial condition and results of operations. Moreover, as existing full 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 or on the same terms as they do now. A substantial reduction in the amount of content received from the participating airlines or changes in pricing options could also negatively affect our revenue and financial condition.

        In addition, certain GDSs, including Galileo and Worldspan, as well as Sabre and Amadeus, have implemented an alternative business and financial model for GDSs, generally referred to as the "opt-in" model, for travel agencies. 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 was introduced in the UK and Australia and the rate of adoption by travel agencies was very high. If the "opt-in" model spreads beyond these markets and becomes widely adopted, GDSs, including Galileo and Worldspan, could receive lower fees from the airlines. These lower fees would be only partially offset by new fees paid by travel agencies and/or reduced inducement payments to travel agencies which would adversely affect our results of operations.

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We depend on our supplier relationships and adverse changes in these relationships or our inability to enter into new relationships could negatively affect our access to travel offerings and reduce our revenue.

        We rely significantly on our relationships with airlines, hotels and other travel suppliers. Our top ten airlines combined accounted for approximately 38% of our revenue for the year ended December 31, 2007. Adverse changes in any of our relationships with travel suppliers or the inability to enter into new relationships with travel suppliers could reduce the amount of inventory that we are able to offer through our GDSs, and could negatively impact the availability and competitiveness of travel products offered on our websites. We depend on travel suppliers to enable us to offer our customers comprehensive access to travel services and products. Our arrangements with travel suppliers may not remain in effect on current or similar terms and the net impact of future pricing options may adversely impact revenue. Travel suppliers are increasingly focused on driving on-line demand to their own supplier.com websites and may cease to supply us with the same level of access to travel inventory in the future.

        We are in continuous dialogue with our major hotel suppliers about the nature and extent of their participation in our GDS business and our wholesale accommodation business. 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. A significant reduction on the part of any of our major suppliers of their participation in our GDS business or our wholesale accommodation business for a sustained period of time or a supplier's complete withdrawal could have a material adverse effect on our business, financial condition and results of operations.

        Moreover, the airline industry has experienced a shift in industry share from full-service carriers to low-cost carriers that focus primarily on discount fares to leisure destinations and we expect this trend to continue. Some low-cost carriers, such as Ryanair, have not historically distributed their tickets through us or other third party intermediaries.

        Further, GTA also receives access to inventory directly from hotels at negotiated rates and then distributes the rooms for a fee to travel agencies and tour operators who then make such inventory available to travelers. Many hotels use these types of arrangements with businesses such as GTA 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 negotiated rate arrangements. Moreover, hotels might seek to increase the cost of negotiated rate offerings, which may also adversely affect our business, financial condition and results of operations. In addition, several international hotel chains no longer allow distributors, including GTA, to distribute rooms on-line 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, more of our bookings may be completed under a flexible rate model where reservations are passed through to the supplier rather than a static net rate model, which may adversely affect our revenue. In addition, GTA currently bears limited inventory risk as it only pre-pays for a very limited number of rooms which it is allocated, and bears no risk of loss for the vast majority of rooms which are allocated to it. However, if a significant number of hotels were no longer willing to allocate rooms to GTA without additional pre-payment, then our costs would be substantially increased if we were unable to sell these pre-paid rooms. To the extent that other hotel chains or hotels change the terms on which they provide inventory to us, 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 business, financial condition and results of operations.

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We provide IT services to travel suppliers, primarily airlines, and any adverse changes in these relationships could adversely affect our business.

        Through our IT services and software business, we provide travel suppliers, primarily airlines, with hosting solutions and IT subscription services. We host and manage the reservations systems of 19 airlines worldwide and provide IT subscription services for mission critical applications in fares, pricing and e-ticketing to 46 airlines. Adverse changes in our relationships with our IT and hosting customers or our inability to enter into new relationships with other customers could affect our business, financial condition and results of operations. In addition, our arrangements with our customers may not remain in effect on current or similar terms and this may impact revenue.

        We host and manage the reservations systems of United, among others, and provide related services pursuant to an agreement that expires in 2013. United has announced its intention to transition its reservations systems from us to another provider and under the terms of the agreement will be permitted to do so beginning January 1, 2010. We recognized $43.4 million of revenue from United pursuant to this agreement in 2007. If United follows through on its announced intention, our results of operations would be adversely affected due to the loss of revenue from this agreement.

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

        Travel suppliers are seeking to decrease their reliance on third party distributors, including GDSs, for distribution of their content. For example, some travel suppliers have created or expanded commercial relationships with on-line 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 supplier.com 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. In addition, metasearch websites facilitate access to supplier.com websites by aggregating the content of those websites. Due to the combined impact of direct bookings with the airlines, supplier.com websites and other non-GDS distribution channels, a growing number of bookings are being made without the use of a GDS at any stage in the chain between suppliers and end-customers. In the United States, bookings made directly with the airlines accounted for approximately 54.5% of total air bookings in 2005. In Europe, in 2004, estimated direct bookings with the airlines constituted 52% of total air bookings, while in 2005, estimated direct bookings with the airlines constituted 55.9% of total air bookings. Conversely, the airlines have made some of these offerings unavailable to unrelated distributors, or made them available only in exchange for lower distribution fees. Some LCCs distribute exclusively through direct channels, bypassing GDSs and other third party distributors completely, and as a result some LCCs have been enhancing their share within the travel industry. In addition, several travel 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 GDSs, then 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 supplier.com 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 GDSs.

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

        Consolidation among travel suppliers, including airline mergers and alliances, including the proposed joint venture among members of the SkyTeam alliance, may increase competition from distribution channels related to those travel suppliers and place more negotiating leverage in the hands of those travel suppliers to attempt to further 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 travel suppliers and travel agencies away from our travel distribution channels which 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 we 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 travel agencies to negotiate higher GDS paid inducements. In addition, a decision by airlines to surcharge the channel represented by travel agencies, for example by surcharging fares booked through travel agencies or passing on charges to travel agencies, could have an adverse impact on our business, particularly in regions in which our GDSs are a significant source of bookings for an airline choosing to impose such surcharges. To compete effectively, we may need to increase inducements, pre-pay inducements or increase spending on marketing or product development.

        In addition, any consolidation among the airlines for which we provide hosting systems could impact our hosting business depending on the manner of any such consolidation and the hosting system on which the airlines choose to consolidate.

We have identified a material weakness in our internal controls over financial reporting that, if not corrected, could result in material misstatements in our financial statements.

        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 year ended December 31, 2007, we have identified certain deficiencies in our internal controls over financial reporting that resulted in errors in our previously issued financial statements. We concluded that such deficiencies constitute a material weakness under standards established by the Public Company Accounting Oversight Board ("PCAOB").

        The PCAOB defines a material weakness as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected by our employees. A significant deficiency is defined 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 control necessary to meet the control objective is missing; or



•

an existing control is not properly designed so that, even if the control operates as designed, the control objective is not always met.

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        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.

        The material weakness resulted from (1) the inadequate design of controls to ensure the accurate estimation of financial assistance expense related to certain travel agency subscriber activities and (2) failure to execute designed monitoring and account reconciliation controls to identify errors in related account balances. These control deficiencies resulted in errors in certain account balances, resulting in an overstatement of revenue and an understatement of financial assistance expense.

        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 a material weakness or other material weaknesses would not result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses or significant deficiencies may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the required time periods will be adversely affected. This failure could 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.

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/or 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.

        Our consumer and retail distribution channels are subject to laws and regulations relating to 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 be licensed or bonded in various jurisdictions 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 US Department of Transport, which has authority to enforce economic regulations, and may assess civil penalties or challenge our operating authority.

        In addition, the European Commission is engaged in a comprehensive review of EU regulations governing GDSs. The European Commission adopted a proposal for a revision of the Computer Reservation System regulation on November 15, 2007. It is unclear at this time when new regulations will be enacted and what changes, if any, will finally be made to the current EU regulations. Because a number of large European airlines retain ownership interests in one GDS, we could be adversely affected if, for example, current rules for airlines that own an interest in a GDS to participate equally in other GDSs were eliminated or interpreted differently. We could also be adversely affected in Europe or elsewhere if restrictions were imposed or continued on advertising and displays, or if additional limitations were placed upon our right to contract with travel agents or airlines. Further, we

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could be adversely affected if changes to the regulations, changes in interpretations of the regulations, or new regulations increase our cost of doing business or lower our revenues, limit our ability to sell marketing data, 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. Although regulations governing GDSs have been lifted in the United States, continued regulation of GDSs in the European Union and elsewhere could also create the operational challenge of supporting different products, services and business practices to conform to the different regulatory regimes.

        Our failure to comply with these 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. We do not currently maintain a central database of regulatory requirements affecting our worldwide operations and, as a result, the risk of non-compliance with the laws and regulations described above is heightened.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views of personal privacy rights or security breaches.

        In the processing of our travel transactions, we receive and store a large volume of personally identifiable information ("PII"). This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, typically intended to protect the privacy and security of personal information, including credit card information 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 negatively affect our business. For example, government agencies in the United States have implemented initiatives to enhance national and aviation security in the United States, including the Transportation Security Administration's Secure Flight program, a passenger screening program, which was first introduced in 2004 but then temporarily suspended in 2006 because of security and privacy concerns. The program is intended to compare passenger information from passenger name records ("PNR") against watch lists maintained by the US government. In April 2005, as a result of the terrorist attacks of September 11, Advance Passenger Information System ("APIS") requirements were established in the United States, requiring air carriers to submit pre-departure APIS information on passengers flying into, out of, within and over the United States, to the US government. Under current rules, an air carrier is not permitted to board a passenger until the passenger has been pre-cleared by US Customs and Border Protection. These initiatives primarily affect airlines. However, to the extent that the airlines determine the need to define and implement standards for data that is either not structured in format or is not currently supplied by our businesses, we could be adversely affected. In June 2007, the European Union and the United States signed a seven-year accord that compels airlines to provide to the US government PNR on passengers flying from Europe to the United States. On November 6, 2007, the European Commission adopted a framework proposal that would establish a PNR system for EU Member States, similar to the PNR system agreed with the United States, but with some notable differences. Under the current EU proposal, only flights into and out of Member States would be affected (and not flights within Member States), additional data fields would be required to be collected, including information on unaccompanied minors, and each of the 27 Member States would be required to come up with their own method for storing and analysing PNR data, in contrast to the United States, where all data is stored and analyzed by the US Homeland Security Department. This may result in conflicting legal requirements with respect to data handling and, in turn, affect the types and format of data currently supplied by our businesses.

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        Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. As privacy and data protection have become more sensitive issues, we may also become exposed to potential liabilities in relation to our handling, use and disclosure of travel related data, as it pertains to the individual, as a result of differing views on the privacy of such data. These and other privacy concerns, including security breaches, could adversely impact our business, financial condition and results of operations.

We are exposed to risks associated with on-line commerce security and credit card fraud.

        The secure transmission of confidential information over the Internet is essential in maintaining travel 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. Our travel suppliers currently require end customers to guarantee their transactions with their credit card on-line. We rely on licensed encryption and authentication technology to effect secure transmission of confidential end customer 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 that we use to protect customer transaction data.

        We incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches. We may be unsuccessful in implementing remediation plans to address potential exposures. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could also obtain proprietary information or cause significant interruptions in our operations. Security breaches could also damage our reputation and expose us to a risk of loss or litigation and possible liability. Security breaches could also cause our current and potential travel suppliers to lose confidence in our security, which would have a negative effect on the demand for our products and services.

        Moreover, public perception concerning security and privacy on the Internet could adversely affect end customers' willingness to use websites for travel services. A publicized breach of security, even if it only affects other companies conducting business over the Internet, could inhibit the use of on-line payments and, therefore, our services as a means of conducting commercial transactions.

Our sponsors control us and may have conflicts of interest with us or the holders of our bonds in the future.

        Investment funds associated with or designated by affiliates of Blackstone, TCV and OEP, 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 us, the Sponsors control us and all of our subsidiaries.

        The interests of the Sponsors may differ from holders of our bonds 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 the interests of our noteholders. 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 risks to holders of our bonds. 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.

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        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.

We are subject to additional risks as a result of having global operations.

        We operate in 145 countries. The principal risks to which we are subject as a result of having global operations are:

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delays in the development of the Internet as a broadcast, advertising and commerce medium in certain countries;



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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 infrastructure in various countries;



•

differences and unexpected changes in regulatory requirements and exposure to local economic conditions;



•

increased risk of piracy and limits on our ability to enforce our intellectual property rights;



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



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diminished ability to enforce our contractual rights;



•

currency risks; and



•

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

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 countries in which we operate and for which we provide travel inventory. We cannot be certain 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 to track and collect such taxes which would increase our costs of operations.

We may not be able to 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 are protected principally under trade secret and copyright laws, which afford only limited protection. Unauthorized use and misuse of our intellectual property could have a material adverse effect on our business, financial condition and results of operations, and

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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. We have in the past and may in the future 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. Any future legal action might result in substantial costs and diversion of resources and management attention.

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 and in the future could face claims that we have infringed the patents, copyrights, trademarks 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 or pay damages. Such claims could also delay or prohibit the use of existing, or the release of new, products, services or processes, and the development of new intellectual property. We could be required to obtain licenses to the intellectual property that is the subject of the infringement claims and resolution of these matters may not be available on acceptable terms or at all. Intellectual property claims against us could have a material adverse effect on our business, financial condition and results of operations, and such claims may result in a loss of intellectual property protections that relate to certain parts of our business.

We may become involved in legal proceedings and may experience unfavorable outcomes, which could harm us.

        We are not currently, nor have we been, involved in any governmental, legal or arbitration proceedings which may have or have had during the year ended December 31, 2007 a significant effect on our financial position or profitability, and we are not aware of any such proceedings pending or threatened by or against us. However, we may in the future become subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings could involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

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

        We depend significantly on the continued service and performance of our 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. Any of these individuals may choose to terminate their employment with us at any time, subject to any notice periods. The specialized skills we require are difficult and time-consuming to acquire and, as a result, such skills are and are expected to remain in limited supply. It requires a long time to hire and train replacement personnel. 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.

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Fluctuations in the exchange rate of the US dollar and other currencies may adversely impact our results of operations.

        Our results of operations are reported in US dollars. While most of our revenue is denominated in US dollars, a portion of our revenue and costs, including interest obligations on a portion of our senior secured credit facilities and on our senior euro-denominated notes and senior subordinated euro-denominated notes, is denominated in other currencies, such as pounds sterling, the euro and the Australian dollar. As a result, we face exposure to adverse movements in currency exchange rates. The results of our operations and our operating expenses are exposed to foreign exchange rate fluctuations as the financial results of those operations are translated from local currency into US dollars upon consolidation. If the US dollar weakens against the local currency, the translation of these foreign currency based local operations will result in increased net assets, net revenue, operating expenses, and net income or loss. Similarly, our local currency based net assets, net revenue, operating expenses, and net income or loss will decrease if the US dollar strengthens against local currency. Additionally, transactions denominated in currencies other than the functional currency may result in gains and losses that may adversely impact our results of operations.

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

        The historical financial information prior to August 22, 2006 included in this Annual Report on Form 10-K does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as an independent group during the periods presented or those that we will achieve in the future. Until August 2006, our businesses were operated by Cendant (now known as Avis Budget Group, Inc.) as part of its broader corporate organization, rather than as an independent group. Cendant 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 Cendant 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 group.

We are contractually obliged 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 non-US subsidiaries were separated independently of our separation from Avis Budget. It is possible that the independent separation of these non-US subsidiaries could give rise to an increased tax liability for Avis Budget that would not have existed had these non-US 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 Avis Budget's tax liability resulting from the structure. We made a payment to Avis Budget of approximately $6 million under the indemnity during the fourth quarter of 2007. We are not able to predict the amount of any future additional tax liability that we may be required to pay. Pursuant to a tax sharing agreement entered into with respect to its initial public offering, Orbitz Worldwide is required to indemnify us for 29% of any such tax-related liability. 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 that we paid to Avis Budget, increasing tax-deductible goodwill, and could significantly and negatively affect our financial condition.

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Risks Related to Our Indebtedness

We have a substantial level of indebtedness which may have an adverse impact on us.

        We are highly leveraged. As of December 31, 2007, our total indebtedness was approximately $3.8 billion. We also have an additional $300 million available for borrowing under our revolving credit facility. In addition, we maintain a $150 million 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. As of December 31, 2007, we had issued approximately $134 million in letters of credit under our synthetic letter of credit facility. Pursuant to our Separation Agreement with Orbitz Worldwide, we maintain letters of credit under our synthetic letter of credit facility on behalf of Orbitz Worldwide. As of December 31, 2007, we had commitments of approximately $74 million in letters of credit outstanding on behalf of Orbitz Worldwide.

        Our substantial level of indebtedness could have important consequences for us, 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 expenditure 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 our senior notes, are at variable rates of interest;



•

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



•

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



•

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



•

making us more vulnerable to general economic downturns and adverse developments in our businesses.

        Despite our substantial level of indebtedness, our debt agreements allow us to incur significant additional indebtedness in the future in certain circumstances if we meet certain conditions. If we incur additional indebtedness, the related risks that we now face would increase.

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

        Our senior secured credit agreement and the indentures governing our notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our 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;



•

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



•

enter into certain transactions with affiliates; and



•

designate subsidiaries as unrestricted subsidiaries.

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        In addition, under the senior secured credit agreement, 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 may not be able to meet that ratio. A breach of any of these covenants could result in a default under the senior secured credit agreement and the indentures governing our notes. 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 our senior secured credit agreement. If the lenders under the senior secured credit agreement accelerate the repayment of borrowings, we cannot assure that we will have sufficient assets to repay the senior secured credit agreement as well as our unsecured indebtedness, including our notes.

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 $300 million available for borrowing under the revolving credit facility and the $16 million available under our $150 million synthetic letter of credit facility under our senior secured credit facilities, both as of December 31, 2007, 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 our 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.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        Not Applicable.

ITEM 2.    PROPERTIES

Headquarters and Corporate Offices

        Our corporate headquarters are located in Parsippany, New Jersey under a lease with a term of ten years which expires in November 2016. We also have a corporate office located in New York under a lease with a term of four years which expires in April 2011.

Operations

        The global headquarters for our GDS business are located in Langley, United Kingdom under a lease with a term of 15 years which expires in June 2017. The US headquarters for our GDS business are located in Atlanta, Georgia under a lease with a term of ten years which expires in December 2014.

        The global headquarters for our GTA business are located in London, United Kingdom under a lease with a term of 15 years which expires in June 2022.

        In addition, we have leased facilities in over 40 countries that function as call centers or fulfilment or sales offices. Our GDS product development centers are located in owned space in Denver, Colorado and leased offices in Kansas City, Missouri under a lease expiring in July 2010.

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Data Centers

        We own a data center located in Denver, Colorado. We also operate a data center out of leased facilities in Atlanta, Georgia pursuant to a lease that expires in August 2022. The Atlanta facility is leased from Delta. We will be moving our systems infrastructure and web and database servers for our Galileo GDS operations from our Denver facility to the Atlanta facility, which supports our Worldspan operations, with the migration scheduled to begin in August 2008. The Atlanta data center powers travel agency terminals and Internet travel websites and provides access 24 hours a day, seven days a week, 365 days a year. The facility is a hardened building housing two data centers; one used by us and the other used by Delta Technology (a subsidiary of Delta). We each have equal space and infrastructure at the Atlanta facility. Our Atlanta data center comprises 94,000 square feet of raised floor space, 27,000 square feet of office space and 39,000 square feet of facilities support area.

        The table below provides a summary of our key facilities.

Location	Purpose	Leased/ Owned
Parsippany, New Jersey	Corporate Headquarters	Leased
New York, New York	Corporate Offices	Leased
Langley, United Kingdom	GDS Global headquarters	Leased
Atlanta, Georgia	GDS US Headquarters	Leased
London, United Kingdom	GTA Global Headquarters	Leased
Atlanta, Georgia	Application Development and Data Center	Leased
Denver, Colorado	Application Development and Data Center	Owned
Kansas City, Missouri	GDS Product Development Center	Leased

        We believe that our properties are sufficient to meet our present needs, and we do not anticipate any difficulty in securing additional space, as needed, on acceptable terms.

ITEM 3.    LEGAL PROCEEDINGS

        We are a party to various litigation matters incidental to the conduct of our business. We do not believe that the outcome of any of the matters in which we are currently involved will have a material adverse effect on our financial condition or on the results of our operations.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

        We are a wholly-owned subsidiary of Travelport Holdings Limited. There is no public trading market for our common stock.

        We have never paid any cash dividends on our common stock.

ITEM 6.    SELECTED FINANCIAL DATA

        The following table presents our selected historical financial data. The statement of operations data and the statement of cash flows data for the year ended December 31, 2005 and the periods January 1, 2006 through August 22, 2006 and July 13, 2006 (Formation Date) through December 31, 2006 and the year ended December 31, 2007 and the balance sheet data as of December 31, 2006 and 2007 have been derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K. The balance sheet data as of December 31, 2003, 2004 and 2005 and the statement of operations data and statement of cash flows data for the years ended December 31, 2003 and 2004 are derived from audited financial statements that are not included in this Annual Report on Form 10-K.

        On August 23, 2006, Travelport completed the acquisition of the Travelport businesses of Cendant Corporation (now known as Avis Budget Group, Inc.) (the "Acquisition"). Prior to the Acquisition, the Company's operations were limited to entering into derivative transactions related to the debt that was subsequently issued. As a result, the Travelport businesses of Avis Budget Group, Inc. are considered a predecessor company (the "Predecessor") to Travelport. The financial statements as of December 31, 2006 and for the period July 13, 2006 (Formation Date) to December 31, 2006 and the year ended December 31, 2007 include the financial condition, results of operations and cash flows for Travelport on a successor basis (the "Company"), reflecting the impact of the preliminary purchase price allocation.

        On August 21, 2007, the Company acquired 100% of Worldspan Technologies Inc. ("Worldspan") for approximately $1.3 billion in cash and other consideration. Worldspan is a provider of electronic distribution of travel information services serving customers in more than 60 countries worldwide and its results are included as part of the Company's GDS segment from the acquisition date forward.

        The Company was the sole owner of Orbitz Worldwide, Inc. ("Orbitz Worldwide") until July 25, 2007 when Orbitz Worldwide sold approximately 41% of its shares of common stock upon completing its initial public offering. The Company continued to consolidate the results of Orbitz Worldwide until October 31, 2007 when, pursuant to an internal restructuring, the Company transferred approximately 11% of the then outstanding equity in Orbitz Worldwide out of the Company. As a result of this transaction, effective October 31, 2007, the Company no longer consolidates Orbitz Worldwide, and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

        The selected historical financial data presented below should be read in conjunction with our financial statements and accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K. Our historical financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated as a separate, stand-alone entity during the periods presented, including changes that will occur in our operations and capitalization as a result of the Acquisition.

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	Predecessor (Combined)												Company (Consolidated)
	Year Ended December 31,									Period from January 1, through August 22,			Period from July 13, (formation date) through December 31,			Year Ended December 31,
dollars in millions	2003			2004			2005			2006			2006			2006 combined			2007
Statement of Operations Data:
Net revenue	$	1,636		$	1,737		$	2,385		$	1,693		$	823		$	2,516		$	2,780
Total costs and expenses		1,293			1,395			2,477			3,933			825			4,758			2,794
Operating income (loss)		343			341			(92	)		(2,240	)		(2	)		(2,242	)		(14	)
Interest expense, net		(2	)		(7	)		(27	)		(39	)		(150	)		(189	)		(373	)
Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments		341			335			(119	)		(2,279	)		(152	)		(2,431	)		(387	)
(Provision) benefit for income taxes		(75	)		(85	)		76			116			(3	)		113			(41	)
Minority interest, net of tax		—			—			—			—			—			—			3
Equity in losses of investments, net		—			—			(1	)		(1	)		(1	)		(2	)		(4	)
Income (loss) from continuing operations, net of tax		266			250			(44	)		(2,164	)		(156	)		(2,320	)		(429	)
Loss from discontinued operations, net of tax		—			(1	)		(6	)		(6	)		(2	)		(8	)		(1	)
Gain (loss) on disposal of discontinued operations, net of tax		—			—			—			(6	)		8			2			(6	)
Net income (loss)	$	266		$	249		$	(50	)	$	(2,176	)	$	(150	)	$	(2,326	)	$	(436	)
Balance Sheet Data (at period end):
Total assets	$	4,124		$	6,031		$	8,020					$	6,136					$	6,140
Long-term debt		—			—			352						3,623						3,751
Total liabilities		546			1,018			1,835						5,367						5,252
Total shareholders' equity		3,578			5,013			6,185						769						888
Statement of Cash Flows Data:
Net provided by (used in) continuing operations of:
Operating activities	$	361		$	381		$	551		$	273		$	10		$	283		$	224
Investing activities		(345	)		(1,575	)		(2,123	)		84			(4,310	)		(4,226	)		(1,151	)
Financing activities		(9	)		1,213			1,653			(382	)		4,394			4,012			1,137
Effect of changes in exchange rates on cash and cash equivalents		1			—			(36	)		8			2			10			4
Other Financial Data:
Ratio of earnings to fixed charges(1)		27.9x			17.4x			n/a			n/a			.04x			n/a			.06x

*

The unaudited combined results of the Successor and the Predecessor for the periods in 2006 and that of the Predecessor in 2005 are not necessarily comparable due to the change in basis of accounting resulting from the Company's acquisition of the Predecessor and the change in capital structure. The presentation of the 2006 results on this combined basis does not comply with generally accepted accounting principles, however management believes that this provides useful information to assess the relative performance of the businesses in all periods presented in the financial statements. The captions included within our statements of operations that are materially impacted by the change in basis of accounting include net revenue, separation and restructuring charges, depreciation and amortization, impairment of long-lived assets and interest expense. We have disclosed the impact of the change in the basis of accounting for each of these captions within Management's Discussion and Analysis of Financial Condition and Results of Operations.

(1)

For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings from continuing operations before income taxes plus fixed charges. Fixed charges comprise interest for the period from January 1, 2006 through August 22, 2006 and the period from July 13 (formation date) through December 31, 2006 which includes amortization of debt financing costs and the interest portion of rental payments. Due to the losses in fiscal year 2005 and the period from January 1, 2006 to August 22, 2006, earnings would have been insufficient to cover fixed changes by $119 million and $2,279 million, respectively.

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Selected Quarterly Financial Data-(unaudited)

        Provided below is selected unaudited quarterly financial data for 2006 and 2007.

	2006
	Predecessor (Combined)								Company (Consolidated)
dollars in millions	First		Second			July 1, through August 22,			July 13, (formation date) through September 30,			Fourth
Net revenue	$	629	$	686		$	378		$	240		$	583
Income (loss) from continuing operations before depreciation, amortization, interest, income taxes and minority interest		106		(1,070	)		(1,152	)		12			62
Net income (loss)		48		(1,059	)		(1,165	)		(72	)		(78	)

	2007
	First			Second			Third			Fourth(1)
Net revenue	$	666		$	714		$	755		$	645
Income (loss) from continuing operations before depreciation, amortization, interest, income taxes and minority interest		104			123			160			(153	)
Net loss		(32	)		(20	)		(49	)		(335	)

(1)

During the fourth quarter of 2007, the Company recorded: (i) $144 million of stock based compensation expense, (ii) $53 million related to termination of the sponsor monitoring agreement, and (iii) $30 million of corporate transaction related charges.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition covers periods prior to the consummation of the Acquisition. Accordingly, the discussion and analysis of historical periods does not reflect the significant impact that the Acquisition will have on us, including significantly increased leverage and liquidity requirements, new stand-alone costs, as well as cost savings initiatives (and related costs) to be implemented in connection with the Transactions. You should read the following discussion of our results of operations and financial condition with the audited financial statements appearing elsewhere in this Form 10-K. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including those risk factors set forth under "Risks Related to Our Business" included elsewhere in this Form 10-K. Actual results may differ materially from those contained in any forward-looking statements.

Overview

        Travelport is a broad-based business services provider to companies operating in the global travel industry, an industry that generated US$1.2 trillion in revenue in 2006. We provide critical business services to travel and travel-related businesses through our comprehensive global portfolio of businesses that span the full spectrum of travel distribution channels. We believe that we are one of the most diversified travel distribution companies in the world both geographically and in the scope of services we provide.

        Our business operations consist primarily of businesses organized under the following three segments:

GDS—Comprised of the electronic travel distribution services of Galileo, and as of August 21, 2007, of Worldspan. Our GDSs connect travel suppliers to travel agencies, who in turn distribute travel and travel-related products and services to their customers. In addition, our GDS business includes supplier services offerings, including airline reservations and hosting, Global Fares and Shepherd Systems.

GTA—Comprised of Gullivers Travel Associates, a wholesaler of accommodation and destination services, and OctopusTravel, which provides travel products and services largely to affiliate business partners, such as airlines, financial institutions and travel portals, and services directly to consumers.

Orbitz Worldwide—Comprised of businesses that offer travel products and services directly to consumers, largely through online travel agencies, including Orbitz, CheapTickets, ebookers, Flairview Travel, and Orbitz Worldwide's corporate travel business.

        On October 31, 2007, in connection with an internal restructuring, the Company transferred approximately 9.1 million shares, or approximately 11% of the then outstanding equity, of Orbitz Worldwide, out of the Company. No shares of Orbitz Worldwide were sold on the open market. As a result of this transaction, the Company no longer consolidates Orbitz Worldwide, effective October 31, 2007, and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

Critical Accounting Policies

        In presenting the Company's financial statements in conformity with GAAP, the Company is required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions required relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of the Company's control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to the Company's results of operations, financial position and liquidity. The Company believes that the

37

estimates and assumptions used when preparing the Company's financial statements were the most appropriate at that time. Presented below are those accounting policies that the Company believes require subjective and complex judgments that could potentially affect reported results. The Company believes these accounting policies are applicable to both the Company and the Predecessor. However, the majority of the Company's businesses operate in environments where a fee is paid for a service performed, and therefore the results of the majority of its recurring operations are recorded in the Company's financial statements using accounting policies that are not particularly subjective, nor complex.

Global Distribution System Revenue Recognition

        Fees are collected from travel suppliers based upon the bookings made by travel agencies, internet sites and other subscribers. The Company also collects fees from travel agencies, internet sites and other subscribers for providing the ability to access schedule and fare information, book reservations and issue tickets for air through the use of the Company's GDSs. The Company's GDSs record revenue for air travel reservations processed through the Galileo and Worldspan GDSs at the time of the booking of the reservation. In cases where the airline booking is cancelled, the booking fee must be refunded to the customer less any cancellation fee. As a result, the Company records revenue net of any estimated future cancellation reserve, which is calculated based on the historical cancellation rates. When the Company determines the estimate of future cancellations, the Company assumes that a significant number of cancellations are immediately replaced with a new reservation, without loss of revenue. This assumption, which is supported by the historical rates of cancellations that resulted in a new reservation, has a significant impact on the amount reserved. In circumstances where expected cancellation rates increased or booking behavior changed, future cancellation estimates could be increased materially and, as a result, revenue decreased by a corresponding amount. The Company's GDSs distribute their products through a combination of owned sales and marketing organizations, or SMOs, and a network of non-owned national distribution companies, or NDCs. The NDCs are used in markets where the Company does not have its own SMOs to distribute its products. In cases where NDCs are owned by airlines, the Company may pay a commission to the NDCs/airlines for the sales of distribution services to the travel agencies and also receive revenue from the same NDCs/airlines for the sales of segments through Galileo and Worldspan. The Company accounts for the fees received from the NDCs/airlines as revenue, and commissions paid to NDCs/airlines as cost of revenue. Fees received and commissions paid are presented on the statement of operations on a gross basis, as the benefits derived from the sale of the segment are sufficiently separable from the commissions paid.

Accounts Receivable

        The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer's inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company or others), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectable. For all other customers, the Company recognizes reserves for bad debts based on past write-off history (average percentage of receivables written off historically) and the length of time the receivables are past due. Overall, airlines are experiencing financial difficulty, and some have sought bankruptcy protection and still others may consider bankruptcy relief. The Company believes that it has appropriately considered the effects of these factors as of the date of the financial statements, as well as any other known customer liquidity issues, or the ability of customers to pay amounts owed. However, if demand for commercial air travel softens due to prevailing economic conditions, terrorist acts, war or other incidents involving commercial air transport or other factors, the financial condition of customers may be adversely impacted. The allowance is based on the assessment of the collectibility of customer accounts. The Company regularly reviews the allowance by considering

38

factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay.

Business Combinations and the Recoverability of Goodwill and Indefinite and Definite Long-Lived Intangible Assets

        A component of the Company's growth strategy has been to acquire and integrate businesses that complement the Company's existing operations. The Company accounts for business combinations in accordance with SFAS No. 141, "Business Combinations," and related literature. Accordingly, the purchase price of acquired companies is allocated to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair value at the date of purchase. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill. In determining the fair value of assets acquired and liabilities assumed in a business combination, the Company uses various recognized valuation methods including present value modelling and referenced market values (where available). Further, the Company makes assumptions within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management. The Company believes that the estimated fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. With regard to goodwill and other indefinite-lived intangible assets recorded in connection with business combinations, the Company reviews the carrying values annually or more frequently if circumstances indicate impairment may have occurred, as required by SFAS No. 142 "Goodwill and Other Intangible Assets." In performing this review, the Company is required to make an assessment of fair value of goodwill and other indefinite-lived intangible assets. When determining fair value, the Company utilizes various assumptions, including projections of future cash flows and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and, as such, could cause the fair value to be less than the respective carrying amount. In such event, the Company would then be required to record a charge, which would impact earnings. In connection with certain corporate transactions, the Company was required to test the carrying value of goodwill and indefinite-lived assets for impairment. The Company normally performs an annual impairment testing in the fourth quarter of each year subsequent to completing its annual forecasting process. In performing this test, the Company determines fair value using the present value of expected future cash flows. As a result of the impairment test performed, the Company recorded a pre-tax charge of $2,379 million during 2006, including $2,364 million related to goodwill, $14 million related to long-lived software licenses and $1 million related to definite lived intangible assets. In addition, as a result of the analysis performed in 2005, the Company determined that the carrying values of goodwill and certain other indefinite-lived intangible assets, primarily in the Company's consumer travel businesses, exceeded their estimated fair values. Consequently, the Company also tested its other long-lived assets for impairment. In connection with the impairment assessments performed, the Company recorded a pre-tax charge of $422 million during 2005, of which $251 million reduced the value of goodwill and $171 million reduced the value of other intangibles assets (including $120 million related to trademarks and tradenames). This impairment resulted from a decline in future anticipated cash flows generated primarily by the Company's consumer travel businesses. The aggregate carrying values of goodwill and other indefinite-lived intangible assets were $2.9 billion and $2.3 billion as of December 31, 2006 and 2007, respectively.

        With regard to definite-lived intangible assets recorded in connection with business combinations, the Company reviews the carrying value if indicators of impairment are present, and determines whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset is less than its carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the long-lived asset over its respective fair value. In performing this review, the Company is required to make an assessment of whether indicators of impairment are present, the

39

estimate of future cash flows, and ultimately the fair value of the definite-lived intangible assets. When determining fair value, the Company utilizes various assumptions, including projections of future cash flows and discount rates. A change in these underlying assumptions could cause a change in the results of the tests and, as such, could cause the fair value to be less than the respective carrying amount. The aggregate carrying value of definite-lived intangible assets was $1.6 billion and $1.7 billion as of December 31, 2006 and 2007, respectively.

Upfront Inducement Payments

        The Company pays inducements to traditional and online travel agencies for their usage of the Galileo and Worldspan GDSs. These inducements may be paid at the time of signing a long-term agreement, at specified intervals of time, upon reaching specified transaction thresholds or for each transaction processed through Galileo or Worldspan. Inducements that are payable on a per transaction basis are expensed in the month the transactions are generated. Inducements paid at contract signing or payable at specified dates are capitalized and amortized over the expected life of the travel agency contract. Inducements payable upon the achievement of specified objectives are assessed as to the likelihood and amount of ultimate payment and expensed as incurred. If the estimate of the inducements to be paid to travel agencies in future periods changes, based upon developments in the travel industry or upon the facts and circumstances of a specific travel agency, cost of revenue could increase or decrease accordingly. In addition, the Company estimates the recoverability of capitalized inducements based upon the expected future cash flows from transactions generated by the related travel agencies. If the estimate of the future recoverability of amounts capitalized changes, cost of revenue will increase as the amounts are written-off. As of December 31, 2006 and 2007, the Company recorded upfront inducement payments of $75 million and $103 million, respectively, included on the Company's balance sheet.

Income Taxes

        The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. The Company regularly reviews deferred tax assets to assess their potential realization and establishes a valuation allowance for portions of such assets that it believes will not be ultimately realized. In performing this review, the Company makes estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate, which could materially impact the results of operations.

        In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which is an interpretation of Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes." The Company has adopted the provisions of FIN 48 effective January 1, 2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $22 million. As the conditions resulting in a portion of this liability arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately $21 million. The application of FIN 48 decreased opening accumulated deficit, by approximately $1 million.

40

SEGMENTS

GDS

        The GDS businesses primarily focus on electronic travel distribution services that connect travel suppliers to travel agencies, who in turn distribute travel and travel-related products and services to their customers. In addition, the GDS businesses offer transaction processing solutions for travel suppliers and other travel industry customers. The GDS businesses consist principally of:

•

Global Distribution System ("GDS") business consisting of Galileo and Worldspan GDSs, which provide aggregation, search and transaction processing services to travel suppliers and travel agencies, allowing travel agencies to search, process and book tens of thousands of itinerary and pricing options across multiple travel suppliers within seconds.



•

IT services and software business, which provides hosting solutions and IT software subscription services to airlines.

Net Revenue

        GDS revenue is primarily derived from transaction fees paid by travel suppliers for electronic travel distribution services, and to a lesser extent, other transaction and subscription fees. The GDSs operate an electronic marketplace in which travel suppliers, such as airlines, hotels, car rental companies, cruise lines, rail companies and other travel suppliers, can store, display, manage and sell their products and services, and in which online and traditional travel agencies are able to electronically locate, price, compare and purchase travel suppliers' services. As compensation for GDS services, fees are earned, on a per segment or per booking basis, from airline, car rental, hotel and other travel-related suppliers for reservations booked through the GDS. The Company records and charges one transaction for each segment of an air travel itinerary (e.g., four transactions for a round-trip airline ticket with one connection each way), and one transaction for each car rental, hotel or cruise booking, regardless of the length of time associated with the booking.

        Fees paid by travel suppliers vary according to the levels of functionality at which they can participate in our GDSs. These levels of functionality generally depend upon the type of communications and real-time access allowed with respect to the particular travel supplier's internal systems. Revenue for air travel reservations is recognized at the time of the booking of the reservation, net of estimated cancellations. Cancellations are estimated based on the historical level of cancellations, which are not significant. Revenue for car and hotel reservations is recognized upon fulfillment of the reservation. The later recognition of car and hotel reservation revenue reflects the difference in the contractual rights related to such services as compared to the airline reservation services.

        In international markets, our GDS business employs a hybrid sales and marketing model consisting of direct sales SMOs and indirect NDCs. In the United States, our GDS business only employs an SMO model. In markets supported by the Company's SMOs, we enter into agreements with subscribers which provide for inducements in the form of cash payments, equipment or other services. The amount of the inducements varies depending upon the volume of the subscriber's business. The Company establishes liabilities for these inducements and recognizes the related expense as the revenue is earned in accordance with the contractual terms. Where incentives are provided at inception, the Company defers and amortizes the expense over the life of the contract. In markets not supported by the Company's SMOs, the GDSs utilize an NDC structure, where feasible, in order to take advantage of the NDC partner's local market knowledge. The NDC is responsible for cultivating the relationship with subscribers in its territory, installing subscribers' computer equipment, maintaining the hardware and software supplied to the subscribers and providing ongoing customer support. The NDC earns a commission based on the booking fees generated in the NDC's territory.

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        The Company also provides technology services and solutions for the airline and hotel industry focusing on marketing and sales intelligence, reservation and passenger service system and e-commerce solutions. Such revenue is recognized as the service is performed.

Operating Expenses

        Cost of revenue consists of direct costs incurred to generate revenue, including inducements paid to travel agencies who subscribe to the GDS, commissions and costs incurred for NDCs and costs for call center operations, data processing and related technology costs.

        Selling, general and administrative, or SG&A, expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for finance, legal, human resources and other administrative functions.

GTA

        GTA is a leading wholesaler of accommodation and destination services to travel agencies and tour operators, who then sell to individual travelers or groups of travelers. The GTA businesses consist principally of:

•

GTA, a global travel wholesaler that distributes hotel, car, and sightseeing services for sale to other travel wholesalers, travel agencies and tour operators who distribute these vacations to leisure and group travelers.



•

OctopusTravel, which includes the brands OctopusTravel.com and Needahotel.com, an online provider of air, car, hotel, vacation packages, cruise and other travel reservation and fulfillment services directly to consumers.

Net Revenue

        Services provided by GTA include reservation services for hotel, ground transportation and other travel related services, exclusive of airline reservations. The components of the packaged vacations are based on the specifications requested by the travel agencies and tour operators. The revenue generated from the sale of packaged vacation components is recognized upon departure of the individual traveler or the group of travelers, as GTA has performed all services for the travel agency and the tour operator at that time.

Operating Expenses

        Cost of revenue consists of direct costs incurred to generate revenue, including commissions paid to travel agencies and costs for call center operations, data processing and related technology costs.

        Selling, general and administrative, or SG&A, expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for finance, legal, human resources and other administrative functions.

Orbitz Worldwide

        Effective October 31, 2007, the Company no longer consolidates Orbitz Worldwide. Orbitz Worldwide provides air, car, hotel, vacation packages, cruise and other travel reservation and fulfillment services to customers primarily through a network of online travel agencies in the U.S. and internationally that cater to different customer segments in the travel industry. The key consumer brands include:

•

Orbitz, acquired in November 2004, a full service online travel agency in the U.S. providing customers the ability to search for and book a wide array of travel products and services;

42

•

CheapTickets, acquired in October 2001, a full service online travel agency in the U.S. designed for the more price-driven traveler who is focused on value;



•

ebookers, acquired in February 2005, a full service travel agency serving Europe with an extensive product range, which includes tours, excursions, hotels, car rental, vacation packages and insurance; and



•

Orbitz for Business, which provides corporate travel fulfillment solutions to a broad array of enterprises, ranging from Fortune 500 companies with sophisticated travel policies and global travel management requirements to small businesses.



•

Other Orbitz Worldwide businesses including hotel accommodation businesses RatesToGo and HotelClub (acquired in April 2004 as part of the acquisition of Flairview Travel) and the specialty travel information business The Away Network (acquired in January 2005).

Net Revenue

        Orbitz Worldwide generates revenue through multiple sources, including its retail model, merchant model, incentive payments, advertising, and white label and hosting business. Through the retail model, Orbitz Worldwide earns fees and commissions from travel suppliers for airline tickets, hotel rooms, car rentals and other travel products and services booked on its websites. Through the merchant model, Orbitz Worldwide generates revenue based on the difference between the total amount the customer pays for the travel product and the negotiated net rate the supplier charges us for that product. Under both the retail and merchant models, Orbitz Worldwide also earns revenue by charging customers a service fee for booking airline tickets and certain other travel products. In addition, Orbitz Worldwide receives incentive payments for each segment of travel that is processed through a GDS. Orbitz Worldwide generates advertising revenue through its partner marketing programs. These programs provide direct access to its customer base through a combination of display advertising, performance-based advertising and other marketing programs. Orbitz Worldwide's white label and hosting businesses enable it to earn revenue by licensing its technology platform to, or hosting websites on behalf of, third-party partners.

        In connection with the Orbitz acquisition, the Company recorded a deferred credit relating to the below market rate terms of assumed contracts. Such amounts are recognized into net revenue ratably over the life of the respective contracts. For the year ended December 31, 2006, such amounts were $31 million.

        Orbitz Worldwide receives inducements under access agreements with GDSs for travel bookings made through their systems. The level of inducements earned is based on contractual agreements and increases based on the annual volume of bookings. These inducements are collected monthly, based on estimated annual volumes, but are recognized as revenue at the time of booking based on the applicable contractual rate and volume achieved to date.

        Other revenue is primarily comprised of revenue from advertising, sponsoring links on the Orbitz Worldwide websites and commissions from sales of various third party travel-related products on the websites. Advertising revenue is derived primarily from the delivery of advertisements on Orbitz Worldwide websites and is recognized either on display of each individual advertisement or ratably over the advertising period, depending on the terms of the advertising contract. Revenue from sponsoring links is recognized upon notification of entitlement from the alliance partner.

Operating Expenses

        Cost of revenue consists of direct costs incurred to generate revenue, including costs for call center operations, data processing and related technology costs.

43

        Selling, general and administrative expenses consist primarily of sales and marketing, labor and associated costs, advertising services, professional fees, and expenses for finance, legal, human resources and other administrative functions.

Trends

GDS

        A GDS creates value within the travel distribution chain by aggregating supply from multiple suppliers and offering travel agencies streamlined capabilities to provide choice, price and ticket itineraries for their customers. GDSs face certain challenges such as increasing use of supplier direct sites, emerging technologies that allow travel agencies to directly connect to suppliers, lower airline booking fees, fewer travel agencies leasing computer equipment from GDSs, and potential deregulation of the European GDS industry; however, total worldwide GDS air segments have grown in each of the last two years.

        The European GDS industry is regulated, unlike the U.S. where deregulation occurred several years ago. In regulated GDS industries, airlines who own a GDS are required to treat other GDSs in the same way as their own GDS. This means that the airlines are required to participate in all GDSs to the same extent. There is the potential for deregulation in Europe, but, if this does happen, we do not believe it would occur until 2009 and would only occur in the event that no airline has an ownership interest in any GDS.

        In order to provide differentiated services and efficiency for suppliers and travel agencies, GDSs must have broad and competitive access to the content of travel suppliers, including full content from key airline customers. Our GDSs have negotiated long-term contracts with the six largest U.S. airlines, although pricing is set at lower levels under the new contracts. Certain GDSs have announced an alternative business and financial model known as the "opt-in" model which previously was only prevalent outside of the U.S. in countries such as the U.K. and Australia. Under the opt-in model, travel agencies have the option of either paying a fee or agreeing to a reduction of all or a portion of their inducement payments if they want to be assured of receiving full content from the participating airlines and avoiding a surcharge on GDS-based bookings. This results in a lower fee paid by the airline to the GDS. We believe the "opt-in" model will have a modest impact on our future operations.

GTA

        A critical aspect of GTA's business model is that it competes successfully both as a wholesale and retail provider of group and independent travel, the two key leisure travel segments. This makes GTA attractive to hotels and other travel suppliers as it helps drive these two fundamentally discrete groups of travellers to their businesses. In return, GTA is able to secure highly competitive and often unique inventory allotments and net rates. GTA's group and independent traveller offerings operate symbiotically and strengthen its offering to both suppliers and customers. GTA's increased profitability has been driven in large part by its revenue growth being (1) substantively from its more automated and profitable independent travel business and (2) well in excess of its cost growth.

Seasonality

        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 higher 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.

44

Foreign Exchange Movements

        The Company transacts its business primarily in US dollars. While the majority of its revenue is denominated in US dollars, a portion of its costs are denominated in other currencies (British pound, Euro, and Australian dollar). Consequently, its operating results are impacted to a certain extent by movements in the underlying exchange rates between these currencies.

Results of Operations

        For the purpose of this Management's Discussion and Analysis of Financial Condition, the Company has compared the consolidated results of the Company in 2007 with the combined results of the Company and of the Predecessor in 2006. The results of the two periods are not necessarily comparable due to the change in basis of accounting resulting from the Acquisition and the change in capital structure. The captions included within the Company's statements of operations that are materially impacted by the change in basis of accounting include net revenue, separation and restructuring charges, depreciation and amortization and interest expense. The Company has disclosed the impact of the change in basis of accounting for each of these captions in the following discussion of its results of operations.

        Management uses Segment EBITDA (defined as income (loss) from continuing operations before income taxes, minority interest, equity in losses of investments, interest expense, net and depreciation and amortization) to measure operating performance. Segment EBITDA is not a recognized term under US GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Segment EBITDA is not intended to be a measure of free cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The Company's presentation of Segment EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of the Company's results as reported under US GAAP. Management believes Segment EBITDA is helpful in highlighting trends because Segment EBITDA excludes the results of decisions that are outside the control of operating management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. In addition, Segment EBITDA provides more comparability between the historical results of the Travelport business of Cendant (now known as Avis Budget) and results that reflect purchase accounting and the new capital structure. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement US GAAP results to provide a more complete understanding of the factors and trends affecting the business.

        Because not all companies use identical calculations, the Company's presentation of Segment EBITDA may not be comparable to other similarly titled measures of other companies.

45

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

        The Company's results for the year ended December 31, 2007 compared to the combined year ended December 31, 2006 are as follows:

				Company
	Predecessor						Combined			Company
				July 13, 2006 (Formation Date) to December 31, 2006									Change
	January 1, 2006 to August 22, 2006						Year Ended December 31, 2006			Year Ended December 31, 2007
													$			%
	(dollars in millions)
Net revenue	$	1,693		$	823		$	2,516		$	2,780		$	264		10
Costs and expenses
Cost of revenue		715			374			1,089			1,167			78		7
Selling, general and administrative		645			342			987			1,286			299		30
Separation and restructuring charges		92			18			110			90			(20	)	(18	)
Depreciation and amortization		123			77			200			248			48		24
Impairment of intangible assets		2,365			14			2,379			1			(2,378	)	*
Other expenses (income), net		(7	)		—			(7	)		2			9		129
Total costs and expenses		3,933			825			4,758			2,794			(1,964	)	41
Operating loss		(2,240	)		(2	)		(2,242	)		(14	)		2,228		*
Interest expense, net		(39	)		(150	)		(189	)		(373	)		(184	)	97
Income (loss) from continuing operations before income taxes, minority interest and equity in losses of investments		(2,279	)		(152	)		(2,431	)		(387	)		2,044		84
Benefit (provision) for income taxes		116			(3	)		113			(41	)		(154	)	136
Minority interest, net of tax		—			—			—			3			3		*
Equity in losses of investments, net		(1	)		(1	)		(2	)		(4	)		(2	)	100
Loss from continuing operations		(2,164	)		(156	)		(2,320	)		(429	)		1,891		82
Loss from discontinued operations, net of tax		(6	)		(2	)		(8	)		(1	)		7		88
Gain (loss) on disposal of discontinued operations, net of tax		(6	)		8			2			(6	)		(8	)	*
Net loss	$	(2,176	)	$	(150	)	$	(2,326	)		(436	)		1,890		81

*

Not meaningful.

46

        The Company's results on a segment basis for the year ended December 31, 2007 as compared to the year ended December 31, 2006 are as follows:

		Predecessor			Company			Combined			Company
														Change
		January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2007
														$			%
		(dollars in millions
GDS
	Net revenue	$	1,006		$	510		$	1,516	(a)	$	1,772	(b)	$	256		17
	Segment EBITDA		(1,729	)		129			(1,600)	(c)		465	(d)		2,065		*
GTA
	Net revenue		203			84			287	(i)		330	(j)		43		15
	Segment EBITDA		33			(15	)		18	(k)		77	(l)		59		327
Orbitz Worldwide
	Net revenue		521			248			769	(e)		743	(f)		(26	)	(3	)
	Segment EBITDA		(282	)		20			(262	)(g)		102	(h)		364		*
Corporate and other(o)
	Segment EBITDA		(139	)		(59	)		(198)	(m)		(410)	(n)		(212	)	107
Intersegment Eliminations
	Net revenue		(37	)		(19	)		(56	)		(65	)		(9	)	16
Combined Totals
	Net revenue	$	1,693		$	823		$	2,516		$	2,780			264		10
	EBITDA	$	(2,117	)	$	75		$	(2,042	)	$	234			2,276		*

*

Not meaningful.

(a)

Includes a reduction of $3 million due to acquisition related adjustments.

(b)

Includes a reduction of $5 million due to acquisition related adjustments and $220 million of incremental net revenue from Worldspan.

(c)

Includes $2,023 million for the impairment of goodwill and intangible assets, $7 million of net gains realized primarily on the sale of a facility and $3 million of acquisition related adjustments.

(d)

Includes acquisition related adjustments of $5 million, $24 million of restructuring charges, $36 million of integration and transactions costs and $32 million of EBITDA contributed by Worldspan.

(e)

Includes acquisition related adjustments of $24 million and $30 million from a subsidiary sold in 2007.

(f)

Includes acquisition related adjustments of $11 million and $15 million from a subsidiary sold in 2007.

(g)

Includes $356 million for the impairment of goodwill and intangible assets, acquisition related adjustments of $24 million, $1 million from a subsidiary sold in 2007, $6 million of costs related to

47

the migration of technology to a single platform across all the consumer brands and $2 million of transaction costs.

(h)

Includes $13 million related to a one-time exit penalty related to one of Orbitz Worldwide's online marketing services agreement, $7 million related to the technology migration, acquisition related adjustments of $11 million, $3 million loss from a subsidiary sold in 2007, $2 million of transaction costs and $1 million of restructuring costs.

(i)

Includes acquisition related adjustments of $27 million and $9 million as a result of a sale of a subsidiary.

(j)

Includes acquisition related adjustments of $2 million and $2 million as a result of a sale of a subsidiary.

(k)

Includes $27 million of acquisition related adjustments, $11 million of costs associated with the acquisition of GTA by the Predecessor in 2005, $1 million of integration costs and $3 million from a subsidiary sold in 2007.

(l)

Includes $10 million of costs associated with the acquisition of GTA, acquisition related adjustments of $2 million and $2 million of restructuring.

(m)

Includes $87 million of costs related to the separation from Cendant, $21 million of restructuring costs and $6 of equity compensation.

(n)

Includes $11 million of costs related to the initial public offering of Orbitz Worldwide, $28 million of integration costs related to the acquisition of Worldspan, $187 million in non-cash equity compensation, $27 million related to other one time transactions, $57 million of management fees incurred under the Company's new ownership structure, $5 million of separation costs and $1 million of restructuring costs.

(o)

Corporate and other includes corporate general and administrative costs not allocated to the segments.

	Predecessor						Combined
	January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2007
	(dollars in millions)
Corporate and unallocated expenses	$	(49	)	$	(30	)	$	(79	)		(90	)
Separation costs		(74	)		(13	)		(87	)		(5	)
Restructuring and related activities		(18	)		(3	)		(21	)		(1	)
Equity compensation		—			(6	)		(6	)		(187	)
Transaction costs		—			—			—			(65	)
Sponsor monitoring		—			(2	)		(2	)		(57	)
Gain (loss) on foreign currency		2			(5	)		(3	)		(5	)
	$	(139	)	$	(59	)	$	(198	)	$	(410	)

48

        Set out below is a reconciliation of EBITDA to loss from continuing operations before income taxes, minority interest and equity in losses of investments:

	Predecessor						Combined
	January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2007
EBITDA	$	(2,117	)	$	75		$	(2,042	)	$	234
Interest expense, net		(39	)		(150	)		(189	)		(373	)
Depreciation and amortization		(123	)		(77	)		(200	)		(248	)
Loss from continuing operations before income taxes, minority interest and equity in losses of investments	$	(2,279	)	$	(152	)	$	(2,431	)	$	(387	)

Net Revenue

        Net revenue increased $264 million (10%), including incremental net revenue of $220 million from the acquisition of Worldspan and $36 million in incremental net revenue due to the net impact of fair value adjustments to the Company's balance sheet recorded as a result of the Acquisition in 2006, offset by a $120 million reduction to net revenue from the deconsolidation of Orbitz Worldwide and $6 million from subsidiaries sold in 2007. The fair value adjustments resulted in a reduction to deferred revenue and accrued travel supplier payment as of the opening balance sheet date of August 23, 2006, which impacted the results of operations during 2006 and 2007 as a net reduction to net revenue and segment EBITDA within Orbitz Worldwide and GTA segments of $13 million and $25 million, respectively, partially offset by an incremental $2 million of net revenue within GDS.

        Excluding the impact of the items described above, organic net revenue increased $134 million (5%) as a result of incremental revenue of Orbitz Worldwide, GDS and GTA of $81 million (13%), $38 million (3%) and $24 million (8%), respectively, including incremental intersegment revenue eliminations of $9 million.

        GDS net revenue increased $256 million (17%), including $220 million of incremental revenue from Worldspan and a $2 million net reduction to revenue from acquisition related adjustments. Organic revenue increased $38 million (3%) driven by increased GDS revenue of $34 million (2%) and IT services and software revenue of $4 million (6%). The organic GDS revenue increase of $34 million principally resulted from booking fee growth of $45 million (3%) partially offset by an $11 million decrease (8%) in other GDS revenue. EMEA booking fee revenue increased $38 million (6%) primarily due to a 6% increase in yield. The yield growth in EMEA was driven by the change in the mix of pricing components and by a change in the geographic mix. Asia Pacific booking fee revenue increased $31 million (14%) due to a 9% increase in segments and a 4% increase in yield. Americas booking fee revenue decreased $24 million (6%) due to a 7% decrease in yield offset by a 2% increase in segments. The yield decline in the Americas was primarily due to new long term agreements signed in the third quarter 2006 under the GDS Content Continuity program that assures the Company's travel agency customers have full airline content. Other GDS revenue decreased $11 million driven by a $21 million (24%) decrease in subscriber fees offset by a $10 million (13%) increase in other GDS revenue. The $10 million increase in other GDS revenue was primarily due to incremental revenue from the consolidation of a subsidiary formerly accounted for under the equity method of accounting and growth in various other revenue streams. The $4 million increase in IT services and software net revenue is primarily related to our hosting agreement with United Airlines.

        GTA net revenue increased $43 million (15%), including $25 million of incremental net revenue related to the impact of acquisition related adjustments, offset by a $6 million decline in revenue in 2007 as a result of the sale of a subsidiary in 2007. Organic revenue increased $24 million (8%),

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primarily due to a 21% increase in total transaction value partially offset by lower margin on sales as a result of an increase in sales to small travel groups, which typically yield lower margins.

        Orbitz Worldwide revenue decreased $26 million (3%) between 2006 and 2007. The decrease is due to the deconsolidation of Orbitz Worldwide which contributed $120 million of net revenue during November and December 2006, offset by an increase in net revenue of $94 million between periods. The net revenue increase of $94 million (13%), includes $13 million of incremental net revenue related to impact of acquisition related adjustments, as a result of a 13% increase in gross bookings across Orbitz Worldwide's online consumer brands. The increase in gross bookings resulted in incremental non-air revenue, air revenue and other revenue of $71 million, $7 million and $3 million, respectively, before the impact of acquisition related adjustments. Increased air bookings were primarily driven by a 10% increase in US gross bookings and a 34% increase in non-US gross bookings, partially offset by lower average commissions on Orbitz Worldwide's air transactions and reduced paper ticket fees as airlines continue to move toward electronic ticketing. Non-air bookings increased primarily due to a shift in mix from retail to merchant bookings, increased domestic average daily rate ("ADR"), and increased volume from dynamic packaging and hotel bookings. Other net revenue increased primarily driven by the growth in insurance and services revenue.

Cost of Revenue

        Cost of revenue increased $78 million (7%), including $145 million of incremental costs from Worldspan, partially offset by a $36 million reduction in cost of revenue from the deconsolidation of Orbitz Worldwide effective October 31, 2007. Organic cost of revenue decreased $31 million primarily due to decreases of $30 million (4%) in GDS and $16 million (23%) in GTA and incremental intersegment cost of revenue eliminations of $9 million offset by a $24 million increase at Orbtiz Worldwide. The Company realized $56 million of cost savings initiatives for the year ended December 31, 2007.

        GDS cost of revenue increased $115 million (14%), including $145 million of incremental costs from Worldspan. Organic cost of revenue decreased $30 million (4%) resulting from a $58 million (21%) decrease in telecommunications and technology costs offset by a $28 million (5%) increase in support payments and commissions. The $28 million increase in support payments to travel agencies and commissions to distributors was incurred to support our increase in worldwide air booking revenue. Telecommunications and technology savings cost reductions are primarily the result of $56 million of savings realized in connection with restructuring actions implemented in 2006.

        GTA cost of revenue decreased $16 million (23%) primarily as a result of a reduction in commission expense due to the termination of a white-label agreement within the GTA consumer business, partially offset by incremental costs due to an increase in total transaction value.

        Orbitz Worldwide cost of revenue decreased $12 million (5%) between 2006 and 2007. The decrease is due to the deconsolidation of Orbitz Worldwide which contributed $36 million of cost of revenue during November and December 2006, offset by an increase in cost of revenue of 24 million between periods. The cost of revenue increase of $24 million (11%) is primarily due to a 13% increase in gross bookings. The increase in transaction volume resulted in increased costs associated with credit card processing and customer service costs.

Selling, General and Administrative Expenses ("SG&A")

        SG&A increased $299 million (30%), including $43 million of incremental expenses from the acquisition of Worldspan, offset by a $68 million reduction in SG&A expenses from the deconsolidation of Orbitz Worldwide effective October 31, 2007 and a $4 million decrease from subsidiaries sold in 2007. Organic SG&A increased $328 million (33%), primarily as a result of increases of $43 million (12%) in Orbitz Worldwide, $23 million (9%) in GDS and $2 million (1%) in GTA. The Company also incurred approximately $260 million of additional expenses within corporate and unallocated. The Company realized $80 million of cost saving initiatives in the twelve months ended December 31, 2007.

50

        GDS SG&A increased $66 million (26%), including $41 million of incremental expenses incurred by Worldspan. Organic SG&A increased $25 million (9%) primarily due to (i) $36 million of fees and expenses related to the integration of Worldspan and other transactions, (ii) $19 million of incremental administrative costs, including a $2 million increase in charges related to the write-off of surety bond claims and a $5 million one-time write-off of a development expense, partially offset by (iii) $30 million of expense savings realized during 2007 as a result of cost savings activities.

        GTA SG&A decreased $2 million, including a $4 million reduction in costs resulting from a subsidiary sold in 2007. Organic SG&A increased $2 million (1%) primarily driven by $20 million of incremental administrative costs incurred primarily as a result of Travelport segment realignment and also due to an increase in costs incurred to drive the growth in operations, partially offset by $6 million in cost savings initiatives realized during 2007, a $5 million reduction in salaries and wages due to open positions and a $6 million reduction to marketing expenses within GTA's consumer business.

        Orbitz Worldwide SG&A decreased $25 million (6%), between 2006 and 2007. The decrease is due to the deconsolidation of Orbitz Worldwide which contributed $68 million of SG&A during November and December 2006, offset by an increase in SG&A of $43 million between periods. The SG&A increase of $43 million, includes $36 million of incremental marketing and advertising expenses as a result of expanded advertising campaigns promoting the consumer brands, a $13 million one-time exit penalty related to an Orbitz Worldwide's online marketing services agreement, and an $8 million increase in other operating expenses including wages and benefits, non cash compensation, professional fees and maintenance. These increases were partially offset by $14 million of expense savings realized during the year ended December 31, 2007 as a result of cost savings activities.

        Corporate and unallocated SG&A increased $261 million (286%) primarily as a result of (i) $28 million of incremental costs associated with the Worldspan integration; (ii) $26 million related to other one-time transactions; (iii) $181 million of incremental non-cash equity-based compensation primarily associated with the accelerated vesting of the equity plans; (iv) $11 million of incremental costs related to the Orbitz Worldwide IPO and (v) $45 million of additional expenses primarily related to discretionary bonus costs as a result of over performance. These increases were partially offset by $11 million and $19 million of expense savings realized during the year ended December 31, 2007 as a result of cost saving activities associated with the 2006 and 2007 restructuring plans, respectively.

Separation and Restructuring Charges

        Separation and restructuring charges decreased $20 million primarily as a result of an $82 million decrease in separation costs, partially offset by $55 million of incremental sponsor monitoring fees due primarily to the fees incurred in terminating an agreement with our sponsors and $7 million of incremental restructuring charges.

        Subsequent to the Acquisition, the Company committed to additional restructuring actions in the form of global headcount reductions and facility consolidation. Although the Company began to implement these actions during the fourth quarter of 2006, the Company continued to take restructuring actions in 2007 and incurred $28 million in additional charges during 2007. Approximately $24 million, $2 million and $1 million of the restructuring costs have been recorded within the GDS, GTA and Orbitz Worldwide segments, respectively, and approximately $1 million is recorded within corporate and other.

        The increase in restructuring charges was offset by an $82 million decrease in separation costs. Separation costs of $5 million for the year ended December 31, 2007 consisted of $2 million in employee retention and bonus plans and $3 million in professional and other fees related to the separation plan, as compared to $87 million for the year ended December 31, 2006, consisting of $39 million in employee severance and benefits, $29 million in restricted stock expense and $19 million in professional and other fees related to the separation plan. All separation charges are included within corporate and other.

51

Impairment of Intangible Assets

        In 2007, as a result of the impairment test performed, the Company recorded an impairment charge of $1 million within Corporate and other related to property and equipment. In 2006, as a result of the impairment tests performed concurrent with the announcement of the Acquisition, the Predecessor recorded a total impairment charge of $2,379 million, including $2,364 million related to goodwill, $1 million related to definite lived intangible assets and $14 million related to long-lived software marketing licenses. Of the $2,379 million in impairment charges, $2,023 million were recorded within the GDS segment and $356 million were recorded in the Orbitz Worldwide segment.

Other Expense (Income)

        Other general expense (income) decreased $9 million primarily due to a one-time benefit of $7 million in 2006 relating to a gain on the sale of a facility and a $3 million loss on the sale of assets in 2007. The Company recorded decreases of $9 million and $2 million, respectively, within the GDS and Orbitz Worldwide segments, offset by an increase of $2 million within corporate and other.

Depreciation and Amortization

        Depreciation and amortization increased $48 million (25%) primarily due to incremental depreciation and amortization expense as a result of the allocation of the fair value of the Company's definite lived intangible assets as a result of the Acquisition and the acquisition of Worldspan.

Interest Expense

        Interest expense increased $184 million primarily as a result of the interest expense on the Company's debt issuances used to finance the Acquisition and the acquisition of Worldspan, including $40 million in amortization of deferred financing fees in 2007 as compared to $17 million in 2006.

Provision (Benefit) for Income Taxes

        For the year ended December 31, 2007, the Company had income tax expenses of $41 million. The expense is primarily due to a one-time non-cash adjustment of a valuation allowance as a result of the Orbitz Worldwide initial public offering of $31 million, a one-time non-cash benefit due to a United Kingdom tax law change of $19 million, charges associated with the adoption of FIN 48 of $24 million and taxes in certain jurisdictions which could not be offset with losses in the United States.

Acquisition of Worldspan

        On August 21, 2007, the Company completed the acquisition of Worldspan.

        In comparing the results for 2007 to prior periods, net revenue declined significantly from $887 million for the year ended December 31, 2006 to $484 million for the period January 1, 2007 to August 21, 2007. The decline was primarily related to the decline in bookings made by Expedia, which was historically one of Worldspan's largest on-line travel agency customers, as well as the impact of new US airline contracts signed in 2006. Expedia generated segments in Worldspan's electronic travel distribution segment which resulted in revenue of approximately $262 million and $221 million for the years ended December 31, 2005 and 2006, respectively. In May 2004, Worldspan announced that it had been notified by Expedia of its intention to move a portion of its segments in North America to another GDS provider in order to diversify its GDS relationships beyond using a single provider to process substantially all of its GDS segments. In October 2005, Expedia notified Worldspan of its intention to move some portion but not all of its European segments to another GDS. In July 2006, Expedia announced the commencement of processing segments in North America with another GDS. As of December 31, 2007, Expedia no longer processed air segments through Worldspan. The decline of Expedia's total segment volume processed on the Worldspan GDS has had an adverse impact on Worldspan's revenues in the period from January 1, 2007 to August 21, 2007. On February 11, 2008,

52

the Company announced a new agreement with Expedia to provide GDS services to various Expedia.com points of sale in Europe. Through this agreement, Expedia began flowing segments in January 2008 from select European points of sale to the Travelport GDS.

        Additionally on June 13, 2006, Priceline, one of Worldspan's largest on-line travel agency customers, notified Worldspan that it intended to begin processing segments on another GDS. In October 2006, Worldspan confirmed that some of Priceline's North America segments were being processed on another GDS. The decline in segment volume in 2006 and 2007 did not have a material impact on Worldspan's financial results. On January 30, 2008, Priceline and Travelport GDS's announced a new long-term agreement under which priceline.com will process reservations through Travelport's Worldspan GDS.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

	Predecessor			Predecessor			Company			Combined			Change
	Year Ended December 31, 2005			January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006			$			%
	(dollars in millions)
Net revenue	$	2,385		$	1,693		$	823		$	2,516		$	131		5	%
Costs and expenses
Cost of revenue		997			715			374			1,089			92		9	%
Selling, general and administrative		839			645			342			987			148		18	%
Separation and restructuring charges		22			92			18			110			88		*
Depreciation and amortization		201			123			77			200			(1	)	0	%
Impairment of intangible assets		422			2,365			14			2,379			1,957		*
Other income, net		(4	)		(7	)		—			(7	)		(3	)	75	%
Total costs and expenses	$	2,477		$	3,933		$	825		$	4,758		$	2,281		92	%
Operating loss		(92	)		(2,240	)		(2	)		(2,242	)		(2,150	)	*
Interest expense, net		(27	)		(39	)		(150	)		(189	)		(162	)	*
Loss before income taxes and equity in losses of investments		(119	)		(2,279	)		(152	)		(2,431	)		(2,312	)	*
(Provision) benefit for income taxes		76			116			(3	)		113			37		*
Equity in losses of investments, net		(1	)		(1	)		(1	)		(2	)		(1	)	*
Loss from continuing operations		(44	)		(2,164	)		(156	)		(2,320	)		(2,276	)	*
Loss from discontinued operations net of tax		(6	)		(6	)		(2	)		(8	)		(2	)	33	%
Income (loss) on disposal of discontinued operations, net of tax		—			(6	)		8			2			2		*
Net loss	$	(50	)	$	(2,176	)	$	(150	)	$	(2,326	)	$	(2,276	)	*

*

Not meaningful

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        The Company's results on a segment basis for the combined year ended December 31, 2006 as compared to the year ended December 31, 2005 are as follows:

		Predecessor			Predecessor			Company			Combined			Change
		Year Ended December 31, 2005			January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006			$			%
		(dollars in millions)
GDS
	Net revenue	$	1,515		$	1,006		$	510		$	1,516		$	1		0	%
	Segment EBITDA		500			(1,729	)		129			(1,600	)		(2,100	)	*%
GTA
	Net revenue		217			203			84			287			70		32	%
	Segment EBITDA		40			33			(15	)		18			(22	)	(55	)%
Orbitz Worldwide
	Net revenue		692			521			248			769			77		11	%
	Segment EBITDA		(323	)		(282	)		20			(262	)		61		19	%
Corporate and other
	Segment EBITDA		(108	)		(139	)		(59	)		(198	)		(90	)	83	%
Intersegment Eliminations
	Net revenue		(39	)		(37	)		(19	)		(56	)		(17	)	44	%
Combined Totals
	Net revenue		2,385			1,693			823			2,516			131		5	%
	EBITDA	$	109		$	(2,117	)	$	75		$	(2,042	)	$	(2,151	)	*

        Corporate and other consists of the following:

	Predecessor						Company			Combined
	Year Ended December 31, 2005			January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006
	(dollars in millions)
Corporate and unallocated expenses	$	(86	)	$	(49	)	$	(38	)	$	(87	)
Separation costs		—			(74	)		(13	)		(87	)
Restructuring and related activities		(20	)		(18	)		(3	)		(21	)
Gain (loss) on foreign currency		(2	)		2			(5	)		(3	)
	$	(108	)	$	(139	)	$	(59	)	$	(198	)

        Provided below is a reconciliation of EBITDA to loss before income taxes and equity in losses of investments:

	Predecessor						Company			Combined
	Year Ended December 31, 2005			January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006
	(dollars in millions)
EBITDA	$	109		$	(2,117	)	$	75		$	(2,042	)
Interest expense, net		(27	)		(39	)		(150	)		(189	)
Depreciation and amortization		(201	)		(123	)		(77	)		(200	)
Loss before income taxes and equity in losses of investments	$	(119	)	$	(2,279	)	$	(152	)	$	(2,431	)

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Net Revenue

        Net revenue increased $131 million (5%) on a combined basis, including a $65 million reduction to revenue due to the impact of fair value adjustments recorded as a result of the Acquisition. The adjustments resulted in a reduction to deferred revenue, of which $65 million impacted the results of operations for the period July 13, 2006 (Formation Date) to December 31, 2006 as a reduction to net revenue and Segment EBITDA within Orbitz Worldwide, GTA and GDS segments of $35 million, $27 million and $3 million, respectively.

        Excluding the deferred revenue adjustment of $65 million, net revenue increased $196 million (8%), including $101 million (4%) on an organic basis (excluding acquisition related impacts) and $95 million from the businesses the Company acquired during or subsequent to 2005, including GTA in April 2005, ebookers in February 2005 and NeedAHotel, acquired by GTA in April 2006. These businesses contributed net revenue, cost of revenue and SG&A of $95 million, $40 million and $70 million, respectively.

        Organic revenue increased $101 million as a result of Orbitz Worldwide, GTA and GDS revenue increases of $95 million (14%), $19 million (9%) and $4 million, respectively, including incremental intersegment revenue of $17 million.

        GDS net revenue increased $1 million which includes a $3 million net reduction to revenue from acquisition related adjustments. Organic revenue increased $4 million driven by increased GDS revenue of $16 million (1%) offset by a decrease in IT services and software revenue of $12 million (15%). The organic GDS revenue increase of $16 million principally arises from booking fee growth of $30 million (2%) partially offset by a $14 million decrease (9%) in other GDS revenue. EMEA booking fee revenue increased $20 million (3%) primarily due to a 5% increase in yield offset by a 2% decrease in segments. The yield growth in EMEA is driven by the change in the mix of pricing components and by a change in the geographic mix. Asia Pacific booking fee revenue increased $17 million (8%) due to a 5% increase in segments and a 3% increase in yield. Americas booking fee revenue decreased $7 million (2%) due to a 4% decrease in yield offset by a 2% increase in segments. The yield decline in the Americas is primarily due to new long term agreements signed in the third quarter 2006 under the GDS Content Continuity program that assures the Company's travel agency customers have full airline content. Other GDS revenue decreased $14 million principally driven by a $9 million (10%) decrease in subscriber fees. The $12 million decrease in IT services and software net revenue is primarily related to revised terms of the Company's hosting agreements.

        GTA revenue increased $70 million (32%), which includes (i) a $27 million reduction to revenue as a result of the deferred revenue adjustment, (ii) $78 million of acquisition related revenue and (iii) a $19 million (9%) increase in revenue on an organic basis. The organic revenue increase is primarily due to the 20% growth in transactions in GTA's domestic and international markets.

        Orbitz Worldwide net revenue increased $77 million (11%), which includes (i) a $35 million reduction to revenue as a result of the deferred revenue adjustment, (ii) $17 million of acquisition related revenue and (iii) a $95 million (14%) increase in revenue on an organic basis. Orbitz Worldwide's organic revenue increase included increases in air, non-air and other revenue of $19 million, $75 million and $1 million, respectively. Net organic revenue from air bookings increased $19 million (6%) primarily as a result of a 27% increase in on-line gross bookings, principally at Orbitz and CheapTickets. Net organic revenue from non-air bookings increased $74 million (28%) from 2005, primarily due to a shift in mix from retail to merchant bookings, increased domestic ADR and increased volume from dynamic packaging and hotel bookings.

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Cost of Revenue

        Cost of revenue increased $92 million (9%) on a combined basis, including $40 million from acquisitions. Organic cost of revenue increased $52 million (5%) primarily as a result of incremental cost of revenue of GDS and Orbitz Worldwide of $40 million (5%) and $33 million (17%), respectively, partially offset by a decrease within GTA of $4 million (11%) and an increase in intersegment cost of revenue of $17 million.

        GDS cost of revenue increased $40 million (4%) due to a $55 million increase in support payments to travel agencies and commissions to distributors to support the Company's increase in worldwide air booking revenues. Approximately $17 million of the increase is attributable to support payments made to the Company's Orbitz Worldwide segment. This increase in support payments and commissions is partially offset by a $16 million decrease in telecommunications and technology costs realized primarily as a result of the efforts to improve efficiency in the Company's distribution network.

        GTA cost of revenue increased $32 million primarily as a result of $36 million of incremental costs from the GTA and NeedAHotel acquisitions.

        Orbitz Worldwide cost of revenue increased $37 million (19%), including $4 million from acquisitions. Organic cost of revenue increased $33 million (17%) primarily associated with the 27% increase in gross bookings. The increase in transaction volume resulted in increased costs associated with credit card processing, customer service costs and information technology costs.

Selling, General and Administrative Expenses

        SG&A increased $148 million (18%) on a combined basis, including $70 million related to acquisitions. Organic SG&A increased $78 million (9%), primarily as a result of $44 million (20%), $20 million (15%), and $14 million (3%) of incremental expenses within GDS, GTA and Orbitz Worldwide segments, respectively.

        GDS SG&A increased $44 million, primarily attributable to (i) a $20 million increase in salaries and wages as a result of the growth in the GDS operations, (ii) a $11 million increase in bad debt expense primarily from reserves recorded in 2006 related to airlines in bankruptcy and benefits realized in 2005 due to cash collections of amounts previously reserved, and (iii) a $7 million increase in facilities expenses primarily due to a benefit realized in 2005 related to a facility sub-lease and increased costs incurred and $6 million in various other administrative costs.

        GTA SG&A increased $70 million (55%), which includes $50 million of incremental expenses from acquisitions. On an organic basis, SG&A increased $20 million (15%), primarily as a result of a $15 million increase in salaries and wages as a result of GTA's increase in staff levels to support its growth in operations, a $3 million increase in contracted labor and a $3 million increase in bad debts.

        Orbitz Worldwide SG&A increased $34 million, which includes $20 million of incremental expenses from acquisitions. On an organic basis, SG&A increased $14 million primarily as a result of (i) an increase of $45 million in marketing and advertising expenses related to expanded advertising campaigns promoting the Orbitz Worldwide brand and (ii) an increase of $3 million in salaries and wages as a result of increased staff levels to support growth in operations, partially offset by (i) a decrease of $22 million related to integration charges incurred during 2005 related to the acquisitions of Orbitz and ebookers, (ii) an $8 million reduction in general corporate overhead charges allocated from Avis Budget as the Company received these charges only to August 22, 2006 as compared to a full year in 2005 and (iii) a $5 million reduction in information technology maintenance costs in 2006 as efforts were directed towards capital development of a new on-line consumer platform.

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Separation and Restructuring Charges

        Separation and restructuring charges during 2006 were $110 million on a combined basis consisting of $87 million in separation costs, $21 million of restructuring charges and $2 million of sponsor monitoring fees. Separation costs of $13 million for the period from July 13, 2006 (Formation Date) to December 31, 2006 consist primarily of payments of $6 million made to employees related to retention and bonus plans as well as $7 million in professional fees and other costs directly related to the separation plan. Separation costs of $74 million recorded by the Predecessor include $29 million of non-cash compensation expense related to accelerated vesting of stock options and restricted stock units, $16 million for employee severance, $15 million for employee retention and $14 million in various other separation costs, including consulting and accounting fees. The Company also incurred $21 million in restructuring costs during 2006 (of which $18 million was recorded by the Predecessor and $3 million was recorded by the Company), including employee severance costs and contract termination costs, as compared to $22 million in 2005. All separation and restructuring costs during 2006 and 2005 are included within corporate and other.

Depreciation and Amortization

        Depreciation and amortization decreased $1 million on a combined basis primarily due to the effect of the acceleration of depreciation in 2005 of $30 million primarily related to the revised useful lives of certain assets as a part of the integration of CheapTickets and Orbitz, substantially offset by $29 million of incremental amortization expense as a result of the step up in fair value of the Company's definite lived intangible assets as a result of the Acquisition.

Other General Expenses (Income)

        Other general income increased $3 million on a combined basis. The 2006 amount includes $7 million from the sale of a facility. The 2005 amount includes $4 million from the sale of an investment in a publicly traded company.

Impairment of Intangible Assets

        In 2006, as a result of the impairment tests performed concurrent with the announcement of the Acquisition, the Predecessor recorded a total impairment charge of $2,365 million, including $2,364 million related to goodwill and $1 million related to definite lived intangible assets. In preparing the calculation of the impairment, the Predecessor utilized the final purchase price allocation of the buyer to determine the fair value of assets and liabilities, including intangible assets. Of the total goodwill impairment of $2,364 million, $2,009 million and $355 million related to the GDS and Orbitz Worldwide segments, respectively. At the time of testing goodwill for impairment, the Predecessor also tested other intangible assets for impairment. As a result of these tests, the Predecessor recorded an impairment of $1 million which related to definite lived intangible assets related to the Orbitz Worldwide segment. Due to a change in the operations of certain assets after the Acquisition was completed, the Company recorded an additional impairment of $14 million related to long-lived software marketing licenses.

        In 2005, as a result of the annual impairment test performed, the Predecessor determined that the carrying values of goodwill and certain other indefinite-lived intangible assets, primarily in its consumer businesses, exceeded their estimated fair values. Consequently, the Predecessor also tested its other long-lived assets for impairment. In connection with the impairment assessments performed, the Predecessor recorded a pre-tax charge of $422 million, of which $251 million reduced the value of goodwill and $171 million reduced the value of other intangible assets (including $120 million related to trademarks and tradenames). This impairment resulted from a decline in future anticipated cash

57

flows generated by its consumer business, of which $412 million of the impairment is recorded within the Orbitz Worldwide segment and $10 million within the GTA segment.

Interest Expense

        Interest expense increased $162 million on a combined basis primarily as a result of the interest expense on the Company's new debt issuances used to finance the Acquisition. The Acquisition was financed in part with the proceeds of $2,200 million in term loans under a new senior secured credit facility, the issuance of $899 million of senior notes and the issuance of $504 million of senior subordinated notes. Interest on such financing was $120 million during the period from July 13, 2006 (Formation Date) to December 31, 2006, including $7 million of amortization of deferred financing fees. In addition, the Company incurred approximately $10 million of interest expense during the period related to borrowings under its interim credit agreement prior to the Acquisition and $10 million of interest related to its existing long term debt borrowed in the fourth quarter of 2005 in connection with the repatriation of foreign earnings to Avis Budget. The Company also incurred $10 million of fees related to an unused bridge financing arrangement and approximately $11 million related to interest rate hedges that did not meet the criteria for classification within accumulated other comprehensive income during the period from July 13, 2006 (Formation Date) to December 31, 2006. Within interest expense, the Company has recorded a total of $47 million of non-cash charges on a combined basis for the year ended December 31, 2006, as compared to $16 million for the year ended December 31, 2005.

Benefit for Income Taxes

        Benefit for income taxes increased $37 million on a combined basis.

        The Company's effective tax rate is impacted on a recurring basis by earnings in jurisdictions outside the United States which are generally taxed at a rate lower than the US federal statutory rate of 35%. During the period from January 1, 2006 to August 22, 2006, the Company recorded a tax benefit of $116 million. During this period, the effective tax rate was significantly impacted by the impairment, as the majority of the impairment related to non-deductible goodwill, as well as by costs associated with its separation from Avis Budget, as these were generally incurred in the United States where the Company generally does not receive a significant tax benefit. In addition, the effective tax rate was significantly impacted by a favorable tax ruling received in a jurisdiction outside the United States, as well as by the impact of an increase in the Company's state tax rate which had the impact of increasing the Company's deferred tax assets, which resulted in a benefit to the effective tax rate. The income tax benefits recorded on the impairment, separation costs, foreign tax ruling and state tax impact on deferred taxes were approximately $87 million, $30 million, $9 million and $21 million, respectively. Excluding these items, the effective tax rate for the period from January 1, 2006 to August 22, 2006 was 19%, reflecting the impact of earnings in foreign jurisdictions.

        For the period from July 13, 2006 (Formation Date) to December 31, 2006, the Company recorded a tax expense of $3 million. This primarily related to foreign taxes as well as a valuation allowance on certain deferred tax assets recorded during the period, as it was determined that it is more likely than not that such assets will not be realized.

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Financial Condition, Liquidity and Capital Resources

Financial Condition

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

	2006		2007		Change
	(dollars in millions)
Current assets	$	734	$	1,023	$	289
Non-current assets		5,402		5,117		(285	)
Total assets	$	6,136	$	6,140	$	4
Current liabilities	$	1,175	$	1,037	$	(138	)
Non-current liabilities		4,192		4,215		23
Total liabilities		5,367		5,252		(115	)
Stockholders' equity		769		888		119
Total liabilities and equity	$	6,136	$	6,140	$	4

        Current assets.    Current assets increased $289 million primarily as a result of a $214 million increase in cash and cash equivalents and a $93 million increase in other current assets. Other current assets increased as a result of increases of $42 million in derivative assets and $51 million in other assets, including prepaid expenses and sales and use tax receivables. In addition, the acquisition of Worldspan contributed approximately $104 million of current assets offset by a decrease in current assets of $111 million resulting from the deconsolidation of Orbitz Worldwide.

        Non-current assets.    Non-current assets decreased $285 million primarily as a result of (i) the deconsolidation of Orbitz Worldwide, which contributed to a net reduction of $1,600 million, and (ii) the sale of non-core assets which contributed approximately $50 million to a reduction in non-current assets, partially offset by (i) the non-current assets of Worldspan, which contributed net incremental non-current assets of $1,300 million at December 31, 2007 and (ii) an $81 million increase in goodwill as a result of foreign exchange fluctuations.

        Current liabilities.    Current liabilities decreased $138 million primarily as a result of (i) the deconsolidation of Orbitz Worldwide, which contributed to a net reduction of $378 million, partially offset by (ii) the acquisition of Worldspan, which contributed incremental $166 million of current liabilities and (iii) $74 million of incremental accounts payable and accrued expenses resulting from increased one-time transaction costs, including the sponsor monitoring termination fee.

        Non-current liabilities.    Non-current liabilities increased $23 million primarily as a result of $128 million of additional long-term debt resulting from (i) the issuance of $1,040 million in term loans borrowed in connection with the acquisition of Worldspan and (ii) an additional $118 million of long-term debt outstanding under the Company's Euro-denominated debt facilities as a result of foreign exchange fluctuations, partially offset by (iii) $1,097 million of principal payments on long-term debt and (iv) $56 million of capital leases acquired in connection with the Worldspan acquisition. In addition, long term liabilities decreased by $105 million primarily due to the deconsolidation of Orbitz Worldwide and the acquisition of Worldspan.

Liquidity and Capital Resources

        The Company's principal source of operating liquidity is cash flow generated from operations, including working capital. The principal uses of cash are to fund planned operating expenditures, capital expenditures, including investments in products and technology offerings, interest payments on debt and any mandatory or discretionary principal payments of debt. At December 31, 2007, the Company's financing needs were supported by $300 million of available capacity under its revolving credit facility.

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Cash Flows

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

        At December 31, 2007, the Company had $309 million of cash and cash equivalents, an increase of $214 million as compared to December 31, 2006. The following table summarizes the changes to the Company's cash flows from operating, investing and financing activities for the year ended December 31, 2007 compared to the year ended December 31, 2006.

		Predecessor			Company			Combined			Company
		January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006			Year Ended December 31, 2007			Change $
		(dollars in millions)
Cash provided by (used in):
	Operating activities	$	273		$	10		$	283		$	224		$	(59	)
	Investing activities		84			(4,310	)		(4,226	)		(1,151	)		3,075
	Financing activities		(382	)		4,394			4,012			1,137			(2,875	)
Effects of exchange rate changes			8			2			10			4			(6	)
Net increase (decrease) in cash and cash equivalents of continuing operations		$	(17	)	$	96		$	79		$	214		$	135

        Operating Activities.    For the year ended December 31, 2007, cash flows from operating activities were $224 million, which was $59 million less than the cash flows from operating activities for the combined year ended December 31, 2006. This decrease is primarily the result of $336 million of cash used for interest payments in 2007 compared to $113 million in 2006, offset in part by additional cash generated from changes in our working capital and the impact of cash paid for one-time separation costs during 2006.

        Investing Activities.    The use of cash from investing activities for the year ended December 31, 2007 was driven by (i) the use of $1,074 million of cash for the acquisition of Worldspan and other businesses, (ii) cash used for capital additions of $104 million and (iii) the impact on cash of the deconsolidation of Orbitz Worldwide of $49 million, offset in part by (iv) $93 million generated from the sale of assets in 2007, including non-core subsidiaries and a facility in the United Kingdom and (v) $19 million in relation to the acquisition of Worldspan. The use of cash from investing activities for the combined year ended December 31, 2006 was driven by (i) the use of $4,110 million for the Acquisition, (ii) cash used for capital additions of $166 million and (iii) $125 million loaned to Worldspan, offset in part by (iv) $199 million of intercompany funding from Avis Budget.

        Financing Activities.    The source of cash for the year ended December 31, 2007 was primarily driven by (i) the $1,040 million borrowed in connection with the acquisition of Worldspan, (ii) approximately $600 million borrowed by Orbitz Worldwide under its credit facility, (iii) $477 million of net proceeds generated by the Orbitz Worldwide IPO and (iv) $135 million contribution from parent, offset in part by (v) $1,097 million of term loan payments and capital lease payments made with the proceeds of the Orbitz Worldwide IPO and borrowings under the Company's credit facilities. The source of cash for the combined year ended December 31, 2006 related primarily to (i) the $3,603 million of debt proceeds, (ii) $902 million in capital contributions received in connection with the Acquisition and (iii) $105 million of debt issuance costs.

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Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

        At December 31, 2006, the Company had $97 million of cash and cash equivalents, an increase of $9 million as compared to December 31, 2005. The following table summarizes the changes to the Company's cash flows from operating, investing and financing activities for the combined year ended December 31, 2006 compared to the year ended December 31, 2005.

		Predecessor			Predecessor			Company			Combined
		Year Ended December 31, 2005			January 1, 2006 to August 22, 2006			July 13, 2006 (Formation Date) to December 31, 2006			Year Ended December 31, 2006			Change $
		(dollars in millions)
Cash provided by (used in):
	Operating activities	$	551		$	273		$	10		$	283		$	(268	)
	Investing activities		(2,123	)		84			(4,310	)		(4,226	)		(2,103	)
	Financing activities		1,653			(382	)		4,394			4,012			2,359
Effects of exchange rate changes			(36	)		8			2			10			46
Net increase (decrease) in cash and cash equivalents of continuing operations		$	45		$	(17	)	$	96		$	79		$	34

        Cash of $69 million as of the date of the Acquisition is included as a reduction in the purchase price and thus, is reflected as a source of cash within cash flow from investing activities of continuing operations for the period from July 13, 2006 (Formation Date) to December 31, 2006.

        Operating Activities.    On a combined basis for the year ended December 31, 2006, cash inflow from operating activities was $283 million, a decrease of $268 million as compared to the year ended December 31, 2005. The decrease is primarily the result of $103 million in incremental interest payments, $58 million in one-time cash separation costs, $20 million of first half employee bonuses paid in 2006 and $13 million of contract termination costs, as well as the impact on operating cash flows from a decrease in the Company's operating results.

        At December 31, 2006 and December 31, 2005, the working capital deficit (defined as current assets net of cash, and intercompany balances to Avis Budget as of December 31, 2005, minus current liabilities) was $551 million and $367 million, respectively. The increase in the working capital deficit was primarily the result of the timing of collections of the Company's accounts receivable, additional accrued travel supplier payments, deferred revenue, customer advances which relate primarily to merchant model transactions and accrued interest expense. Under the merchant model, the Company generally receives cash from consumers at the booking date. Such amounts are recorded within accrued travel supplier payments, deferred revenue and customer advances until the revenue is recognized. Typically, hotel suppliers invoice the Company after the consumer's travel is completed, whereas air carriers invoice the Company shortly after booking.

        Investing Activities.    The use of cash from investing activities for the combined year ended December 31, 2006 was driven by the use of $4,110 million for the Acquisition and $125 million loaned to Worldspan, offset in part by $199 million of intercompany funding from Avis Budget. The use of cash from investing activities for the year ended December 31, 2005 was driven by $1,100 million for the acquisition of GTA, $403 million for the acquisition of ebookers and $482 million of intercompany funding to Avis Budget.

        Capital expenditures were $166 million in the combined year ended December 31, 2006, an increase of $14 million as compared to the year ended December 31, 2005. The increase was due in part to strategic initiatives, including the new global on-line platform for Orbitz Worldwide.

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        Financing Activities.    On a combined basis, the Company's cash flow provided by financing activities for the year ended December 31, 2006 was $4,012 million as compared to cash from financing activities of $1,653 million for the year ended December 31, 2005. The 2005 amount related to cash transferred from Avis Budget to effect the acquisitions of GTA and ebookers. The source of cash in 2006 related primarily to the $3,603 million of debt proceeds and $902 million in capital contributions received in connection with the Acquisition, less $350 million of repayment of existing debt in 2006 and $105 million of debt issuance costs.

        During 2008, the Company's Board of Directors authorized the purchase in the open market of up to an aggregate of $100 million of Travelport PIK loans, term loans, senior notes and/or senior subordinated notes. Such purchases will be made with cash on the balance sheet. Through February 15, 2008, the Company has repurchased approximately $30 million in principal amount of its outstanding bonds.

Debt and Financing Arrangements

Senior Secured Credit Facilities

        The Company's original senior secured credit facilities provided senior secured financing of $2,600 million, consisting of (i) a $2,200 million term loan facility; (ii) a $275 million revolving credit facility; and (iii) a $125 million synthetic letter of credit facility. The revolving credit facility includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swingline borrowings.

        Travelport LLC is the borrower (the "Borrower") under the senior secured credit facilities. All obligations under the senior secured credit agreement are unconditionally guaranteed by the Company, as parent guarantor, Waltonville Limited, as intermediate parent guarantor, and, subject to certain exceptions, each of the Company's existing and future domestic wholly owned subsidiaries.

        In May 2007, the Borrower amended its senior secured credit agreement to allow for (i) borrowings of $1,040 million of additional term loans for the acquisition of Worldspan on August 21, 2007; (ii) an increase of $25 million under the revolving credit facility; (iii) an increase of $25 million in the synthetic letter of credit facility, and (iv) a reduction in the interest rate on the euro-denominated term loans from EURIBOR plus 2.75% to EURIBOR plus 2.5%.

        All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all the following assets of the Borrower and each guarantor, subject to certain exceptions: (i) a pledge of 100% of the capital stock of the Borrower, 100% of the capital stock of each guarantor and 65% of the capital stock of each of the Company's wholly-owned non-US subsidiaries that are directly owned by the Company or one of the guarantors; and (ii) a security interest in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each guarantor.

        During July 2007, in connection with the proceeds received from the IPO of Orbitz Worldwide and the proceeds received from the Orbitz Worldwide term loan borrowings, the Company repaid approximately $1 billion under its senior secured credit facility.

        As of December 31, 2007, borrowings under the US term loan facility bear interest at LIBOR plus 2.25% with respect to the dollar-denominated facility, and EURIBOR plus 2.25% with respect to the euro-denominated facility. Borrowings under the $300 million revolving credit facility bear interest at LIBOR plus 2.25%. Under the $150 million synthetic letter of credit facility, the Company must pay a facility fee equal to the applicable margin under the US term loan facility on the amount on deposit. The applicable margin for borrowings under the term loan facility, the revolving credit facility and the synthetic letter of credit facility may be adjusted depending on the Company's leverage ratios. At December 31, 2007, the Company had commitments of approximately $134 million outstanding under its synthetic letter of credit facility. Pursuant to the Company's Separation Agreement with Orbitz

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Worldwide, the Company maintains letters of credit under its synthetic letter of credit facility on behalf of Orbitz Worldwide. As of December 31, 2007, the Company had commitments of approximately $74 million in letters of credit outstanding on behalf of Orbitz Worldwide.

        During the year ended December 31, 2007, the Company made a $100 million discretionary repayment of amounts outstanding under the term loan portion of its senior secured credit facility and repaid approximately $16 million of term loans as required under the agreement. In addition, the amounts outstanding under the euro-denominated facility and euro-denominated notes increased by approximately $118 million as a result of foreign exchange fluctuations, which are offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the consolidated condensed balance sheet.

        In addition to paying interest on outstanding principal under the senior secured credit facilities, the Company is required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate may be adjusted depending on the Company's leverage ratios. The Company is also required to pay customary letter of credit fees.

        The senior secured credit facilities are subject to amortization and prepayment requirements and contain various covenants, events of default and other provisions.

Senior Notes and Senior Subordinated Notes

        On August 23, 2006, in connection with the Acquisition, Travelport LLC issued $150 million aggregate principal amount of senior dollar floating rate notes due 2014, €235 million aggregate principal amount of senior euro floating rate notes due 2014 ($299 million dollar equivalent as of August 23, 2006) and $450 million aggregate principal amount of 9⁷/8% senior dollar fixed rate notes due 2014 (collectively, the "Senior Notes"). The dollar-denominated floating rate Senior Notes bear interest at a rate equal to LIBOR plus 4⁵/8%. The euro-denominated floating rate Senior Notes bear interest at a rate equal to EURIBOR plus 4⁵/8%. The Senior Notes are unsecured senior obligations and are subordinated to all of Travelport LLC's existing and future secured indebtedness (including the senior secured credit facility described under "—Senior Secured Credit Facilities" above), but are senior in right of payment to any existing and future subordinated indebtedness (including the Senior Subordinated Notes described below). Upon the occurrence of a change of control, which is defined in the indenture governing the Senior Notes, Travelport LLC shall make an offer to repurchase all of the Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.

        On August 23, 2006, in connection with the Acquisition, Travelport LLC issued $300 million aggregate principal amount of 11⁷/8% dollar senior subordinated notes due 2016 and €160 million aggregate principal amount of 10⁷/8% senior euro subordinated notes due 2016 ($204 million dollar equivalent as of August 23, 2006) (collectively, the "Senior Subordinated Notes"). The Senior Subordinated Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all of Travelport LLC's existing and future senior indebtedness and secured indebtedness (including the senior credit facilities described under "—Senior Secured Credit Facilities" above and the Senior Notes described above). Upon the occurrence of a change of control, which is defined in the indenture governing the Senior Subordinated Notes, Travelport LLC shall make an offer to repurchase the Senior Subordinated Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the relevant purchase date.

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        The indentures governing the Senior Notes and Senior Subordinated Notes limit the Company's and its subsidiaries' ability to:

•

incur additional indebtedness or issue certain preferred shares;



•

pay dividends on, repurchase or make other 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;



•

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



•

enter into certain transactions with affiliates; and



•

designate subsidiaries as unrestricted subsidiaries.

        As of December 31, 2007, the Company was in compliance with all restrictive and financial covenants related to long-term debt.

        From time to time, depending upon market, pricing and other conditions, as well as on the Company's cash balances and liquidity, the Company may seek to repurchase a portion of the Senior Notes and/or the Senior Subordinated Notes in the open market.

        Subject to certain exceptions, the indentures governing the Senior Notes and the Senior Subordinated Notes permit the Company and its restricted subsidiaries to incur additional indebtedness, including secured indebtedness. None of Travelport (Bermuda) Ltd. and its subsidiaries, which together comprise the non-US operations of Travelport, guarantee the Senior Notes and the Senior Subordinated Notes. As a result, these entities are more restricted than the issuer and the guarantors in their ability to incur indebtedness.

Orbitz Worldwide Initial Public Offering

        On July 25, 2007, Orbitz Worldwide completed an initial public offering of approximately 41% of its equity for net proceeds of approximately $477 million. In addition, Orbitz Worldwide entered into a new senior secured credit agreement consisting of a seven-year $600 million senior secured term loan facility and a six-year $85 million senior secured revolving credit facility. Approximately $530 million of the proceeds from borrowings under Orbitz Worldwide's term loan facility were used to repay indebtedness owed to the Company and to pay the Company a dividend. The Company used such proceeds to repay a portion of its senior secured credit facilities.

Foreign Currency Risk

        The Company uses foreign currency forward contracts to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables and forecasted earnings of foreign subsidiaries. The Company primarily enters into derivative instruments to manage its foreign currency exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts utilized by the Company do not qualify for hedge accounting treatment under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted. The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. Gains (losses) on these forward contracts amounted to $(12) million, $10 million, $47 million and $116 million the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through December 31, 2006 and the year ended December 31, 2007, respectively.

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Interest Rate Risk

        A portion of the debt used to finance much of the Company's operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure at December 31, 2007 was to interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. The Company currently uses interest rate swaps as the derivative instrument in these hedging strategies. The derivatives used to manage the risk associated with the Company's floating rate debt are designated as cash flow hedges.

Financial Obligations

Contractual Obligations

        The following table summarizes the Company's future contractual obligations as of December 31, 2007. The table below does not include future cash payments related to (i) contingent payments that may be made to Avis Budget and/or third parties at a future date; (ii) payments that may result from the transfer to the Company of certain assets by Avis Budget; (iii) income tax payments related to FIN 48, for which the timing is uncertain; or (iv) the various guarantees described in the notes to the Financial Statements included herein.

	2008		2009		2010		2011		2012		Thereafter		Total
	(dollars in millions)
Debt	$	17	$	18	$	18	$	17	$	18	$	3,680	$	3,768
Interest payments(a)		302		298		296		291		289		502		1,978
Operating leases (b)		72		66		62		42		24		127		393
Other purchase commitments(c)		99		84		68		52		—		—		303
Total	$	490	$	466	$	444	$	402	$	331	$	4,309	$	6,442

(a)

Excludes the effects of hedging instruments on the Company's variable rate debt.

(b)

Primarily reflects operating leases on facilities and data processing equipment

(c)

Primarily reflects the Company's agreement with IBM for data center services.

Other Commercial Commitments and Off-Balance Sheet Arrangements

        Purchase Commitments.    In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers and for other capital expenditures. As of December 31, 2007, the Company had approximately $303 million of outstanding purchase commitments, primarily relating to service contracts for information technology. These purchase obligations extend through 2011.

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

Recently Issued Accounting Pronouncements

        In February 2007, the FASB issued SFAS No. 159 ("SFAS 159") "The Fair Value Option for Financial Assets and Financial Liabilities", providing companies with an option to report selected financial assets and liabilities at fair value. The Standard's objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Standard requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the Company's choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective for the Company on January 1, 2008. The Company is currently evaluating the impact of the adoption of this Statement on its financial statements.

        In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS No. 158 requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company has adopted SFAS No. 158 on January 1, 2007, as required.

        In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157") which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.

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The Company will adopt SFAS No. 157 on January 1, 2008, as required, and is currently evaluating the impact of such adoption on its financial statements.

        In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which is an interpretation of Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes." The Company has adopted the provisions of FIN 48 effective January 1, 2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $22 million. As the conditions resulting in a portion of this liability arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately $21 million. The application of FIN 48 decreased opening accumulated deficit, by approximately $1 million.

        Under the terms of the purchase agreement relating to the Acquisition, the Company is indemnified for all pre-closing income tax liabilities. For purposes of FIN 48, with respect to periods prior to the Acquisition, the Company is only required to take into account tax returns for which it or one of its affiliates is the primary taxpaying entity, which consists of separate state returns and non-U.S. returns. U.S. Federal and state combined and unitary tax returns as applicable in the post-Acquisition period. The Company, together with its domestic subsidiaries, files a consolidated income tax return for Federal income tax purposes. During the first quarter of 2007, the Company implemented a series of transactions that led to the creation of two U.S. consolidated income tax groups, one for the GDS and GTA businesses and one for the Orbitz Worldwide business. With limited exceptions, the Company is no longer subject to U.S. Federal income tax, state and local, or non-U.S. income tax examinations by tax authorities for tax years before 2001.

        The Company has undertaken an analysis of all material tax positions in its tax accruals for all open years and has identified all of its outstanding tax positions and estimated the transition amounts with respect to each item at the effective date. The Company expects a reduction of approximately $5 million in the total amount of unrecognized tax benefits within the next 12 months as a result of payments. The total amount of unrecognized tax benefits that, if recognized would affect the effective tax rate would be $27 million.

        A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at January 1, 2007	$	27
Increase in tax provision for prior year		3
Increase in tax provision for current year		21
Additions due to purchase accounting related to Worldspan		4
Decrease from deconsolidation of Orbitz Worldwide		(2	)
Balance at December 31, 2007	$	53

        The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. The Company had accrued approximately $6 million to reflect interest and penalties accrued during 2007.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We may hedge, as appropriate, our interest rate and currency exchange rate exposure. We use interest rate swaps and/or foreign currency forwards to manage and reduce interest rate and foreign currency exchange rate risk associated with our foreign currency denominated receivables/payables, forecasted earnings of foreign subsidiaries, external Euro debt and other transactions.

        We are exclusively an end user of these instruments, which are commonly referred to as derivatives. We do not engage in trading, market making or other speculative activities in the derivatives markets. More detailed information about these financial instruments is provided in note 15

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to the combined financial statements. Our principal market exposures are interest rate and foreign currency rate risks.

        We have foreign currency rate exposure to exchange rate fluctuations worldwide and particularly with respect to the British pound, Euro and the Australian dollar. We anticipate that such foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future.

        We assess our market risk based on changes in interest rate and foreign currency exchange rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in rates.

        The fair values of cash and cash equivalents, trade receivables, accounts payable and accrued expenses and other current liabilities approximate carrying values due to the short-term nature of these assets. We use a current market pricing model to assess the changes in monetary assets and liabilities and derivatives. The primary assumption used in these models is a hypothetical 10% change (increase and decrease) in interest and foreign currency exchange rates as of December 31, 2007 and 2006.

        Our total market risk is influenced by a wide variety of factors including the volatility present within the markets and the liquidity of the markets. There are certain limitations inherent in the sensitivity analyses presented. While probably the most meaningful analysis, these "shock tests" are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled.

        We used December 31, 2007 and 2006 market rates to perform the sensitivity analyses separately for each of our outstanding financial instruments. The estimates are based on the market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in exchange rates.

        We have determined that the impact of a 10% change in interest and foreign currency exchange rates and prices on our earnings, fair values and cash flows would not be material. While these results may be used as benchmarks, they should not be viewed as forecasts.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        See Financial Statements and Financial Statement Index commencing on Page F-1 hereof.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A(T).    CONTROLS AND PROCEDURES

(a)   Disclosure Controls and Procedures.

        Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b)   Internal Control 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 control over

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financial reporting for that purpose. However, in connection with the 2007 audit of our financial statements, we and our independent registered public accountants identified certain deficiencies in our internal control over financial reporting that resulted in errors in our previously issued financial statements. Management has concluded that the deficiencies in internal control over financial reporting constitute a material weakness. A description of the material weakness in our internal control over financial reporting related to our financial close and reporting process is provided below.

        The material weakness resulted from (1) the inadequate design of controls to ensure the accurate estimation of financial assistance expense related to certain travel agency subscriber activities and (2) failure to execute designed monitoring and account reconciliation controls to identify errors in related account balances. These control deficiencies resulted in errors in certain account balances, resulting in an overstatement of revenue and an understatement of financial assistance expense.

(c)   Changes in Internal Control Over Financial Reporting.

        There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fiscal fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

(d)   Management's Annual Report on Internal Control Over Financial Reporting.

        This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

ITEM 9B.    OTHER INFORMATION

        None.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

        The following table sets forth information about our executive officers and directors:

Name	Age	Position
Jeff Clarke	46	President, Chief Executive Officer and Director
Michael E. Rescoe	55	Executive Vice President and Chief Financial Officer
Gordon A. Wilson	41	President and Chief Executive Officer, GDS Business
Kenneth S. Esterow	43	President and Chief Executive Officer, GTA Business
Eric J. Bock	42	Executive Vice President, General Counsel and Corporate Secretary; Chief Compliance Officer
Patrick J. Bourke III	49	Executive Vice President, Operations and Chief Reengineering Officer
Terence P. Conley	44	Executive Vice President, Integration
Jo-Anne Kruse	41	Executive Vice President, Human Resources
Paul C. Schorr IV	40	Chairman of the Board of Directors
Martin Brand	32	Director
William J.G. Griffith	36	Director
David Weinberg	56	Director

        Jeff Clarke.    Mr. Clarke has served as our President and Chief Executive Officer since April 2006. Mr. Clarke has served as a member of our Board of Directors since September 2006. Mr. Clarke also serves as Chairman of the Board of Directors of Orbitz Worldwide, Inc. Mr. Clarke has 21 years of strategic, operational and financial experience with leading high-technology firms. From April 2004 to May 2006, Mr. Clarke was Chief Operating Officer of the software company CA, Inc. (formerly Computer Associates, Inc.). Mr. Clarke also served as Executive Vice President and Chief Financial Officer of CA, Inc. from April 2004 until February 2005. From 2002 through November 2003, Mr. Clarke was Executive Vice President, Global Operations at Hewlett-Packard Company. Before then, Mr. Clarke joined Compaq Computer Corporation in 1998 and held several positions, including Chief Financial Officer of Compaq from 2001 until the time of Compaq's merger with Hewlett-Packard Company in 2002. From 1985 to 1998, Mr. Clarke held several financial, operational and international management positions with Digital Equipment Corporation. Mr. Clarke serves on the Board of Directors of UTStarcom, Inc. a Nasdaq company involved in IP-based, end-to-end networking solutions.

        Michael E. Rescoe.    Mr. Rescoe has served as our Executive Vice President and Chief Financial Officer since November 2006. Mr. Rescoe has 28 years of investment banking and Chief Financial Officer experience with Fortune 100 companies. Most recently, Mr. Rescoe was Chief Financial Officer for Tennessee Valley Authority ("TVA"), which he joined in July 2003. His responsibilities included treasury, accounting, risk management, financial planning, investor relations and retirement services, and he oversaw the development and implementation of all financial strategies for the corporation. Before joining TVA, Mr. Rescoe served as Chief Financial Officer and Executive Vice President of Finance and Planning at 3Com Corporation, a global leader in network technology solutions, in Santa Clara, California. While at 3Com, Mr. Rescoe helped to complete the spin-off of Palm, Inc., the corporation's hand-held computing division. Prior to that, Mr. Rescoe was Chief Financial Officer of PG&E Corporation, one of the nation's largest utility and energy companies, located in San Francisco, California. Mr. Rescoe also served as Executive Vice President and Chief Financial Officer for Dallas-based Enserch Corporation (formerly Lone Star Gas), a diversified energy and utility company that was merged into TXU Inc. Mr. Rescoe serves on the Board of Directors and as Chairman of the Audit Committee of Global Crossing Limited.

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        Gordon A. Wilson.    Mr. Wilson has served as President and Chief Executive Officer of Travelport's GDS business since November 2006. Prior to the acquisition of Worldspan, Mr. Wilson served as President and Chief Executive Officer of Galileo. Mr. Wilson was Chief Executive Officer of B2B International Markets for Cendant's Travel Distribution Services Division from July 2005 to August 2006 and Executive Vice President of International Markets from 2003 to 2005. From 2002 to April 2003, Mr. Wilson was Managing Director of Galileo EMEA and Asia Pacific. From 2000 to 2003, Mr. Wilson was Vice President of Galileo EMEA. Mr. Wilson also served as Vice President of Global Customer Delivery based in Denver, Colorado, General Manager of Galileo South Africa in Johannesburg, General Manager of Galileo Portugal and Spain in Lisbon, and General Manager of Airline Sales and Marketing. Prior to joining Galileo International in 1991, Mr. Wilson held a number of positions in the European airline and chemical industries.

        Kenneth S. Esterow.    Mr. Esterow has served as President and Chief Executive Officer of Travelport's GTA business since January 2007. Mr. Esterow was President and Chief Executive Officer of B2B Americas for Cendant's Travel Distribution Services Division from June 2005 to December 2006. From May 2003 to June 2005, Mr. Esterow was Executive Vice President, Supplier Services for Cendant's Travel Distribution Services Division. From September 2001 to April 2003, Mr. Esterow was Senior Vice President and Chief Development Officer of Cendant's Travel Distribution Services Division. Prior thereto, Mr. Esterow served as Senior Vice President, Corporate Strategic Development Group of Cendant Corporation, as well as Senior Vice President and General Manager of AutoVantage.com, TravelersAdvantage.com and PrivacyGuard.com. Mr. Esterow joined Cendant Corporation in 1996 from Deloitte & Touche LLP, where he was a management consultant.

        Eric J. Bock.    Mr. Bock has served as our Executive Vice President, General Counsel and Corporate Secretary, as well as our Chief Compliance Officer, since August 2006. In addition, Mr. Bock oversees our government relations function. Mr. Bock also serves on the Board of Directors of numerous subsidiaries of Travelport, as well as Travelport's Employee Benefits and Charitable Contribution Committees. From May 2002 to August 2006, Mr. Bock was Executive Vice President, Law and Corporate Secretary of Cendant where he oversaw legal groups in multiple functions, including corporate matters, finance, mergers and acquisitions, corporate secretarial and governance, as well as the Travelport legal function since its inception in 2001. From July 1997 until December 1999, Mr. Bock served as Vice President, Legal and Assistant Secretary of Cendant and was promoted to Senior Vice President in January 2000 and Corporate Secretary in May 2000. Prior to this, Mr. Bock was an associate in the corporate group at Skadden, Arps, Slate, Meagher & Flom LLP in New York.

        Patrick J. Bourke III.    Mr. Bourke has served as our Executive Vice President, Operations and Chief Reengineering Officer since July 2006. Prior to joining us, Mr. Bourke served as Chairman of the Board of Directors of Bid.com and has worked as a consultant to various venture capital and private equity portfolio companies. Starting in 1996, Mr. Bourke held numerous positions in sales and consulting services of Intersolv, which he joined as Vice President. From 1988 to 1996, Mr. Bourke held various management positions in the insurance and marketing divisions of Perot Systems, Inc., where he managed strategic planning and was responsible for North American operations. Prior thereto, Mr. Bourke served in various technical and management positions with Electronic Data Systems Corporation.

        Terence P. Conley.    Mr. Conley has served as our Executive Vice President, Integration since September 2007. Prior to this role, Mr. Conley was our Executive Vice President and Chief Administrative Officer beginning in August 2006. Mr. Conley was Executive Vice President, Human Resources and Corporate Services of Cendant from 2003 to August 2006, responsible for oversight of global human resources, facilities management, corporate real estate, events marketing and security functions. Prior thereto, Mr. Conley was Senior Vice President, Global Human Resources of Cendant since July 1999. Prior to joining Cendant, Mr. Conley spent nearly ten years with the PepsiCo

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organization in various roles, including Vice President of Human Resources at The Pepsi-Cola Company, Director of Human Resources with PepsiCo's Frito Lay division, Director of Human Resources for PepsiCo Corporate and Director of Human Resources with PepsiCo's KFC unit. Effective April 1, 2008, Mr. Conley will no longer serve as our Executive Vice President, Integration, but will serve as a Special Advisor to the Company.

        Jo-Anne Kruse.    Ms. Kruse has served as our Executive Vice President, Human Resources since August 2006. Ms. Kruse is also responsible for global security and facilities for Travelport. In addition, Ms. Kruse serves as the Chair of our Employee Benefits Committee and a member of our Charitable Contribution Committee. From January 2005 to August 2006, Ms. Kruse was Executive Vice President, Human Resources of Cendant's Travel Distribution Services Division and, from October 2001 to January 2005, Ms. Kruse was Senior Vice President, Human Resources of Cendant's Travel Distribution Services Division. From December 1999 to October 2001, Ms. Kruse was Vice President, Human Resources for Cendant. Prior to joining Cendant, Ms. Kruse served in a variety of human resource positions at PepsiCo, Inc./Frito-Lay for five years. Prior thereto, Ms. Kruse served in various human resources positions at Bristol-Myers Squibb/Clairol and Chase Manhattan Bank.

        Paul C. Schorr IV ("Chip").    Mr. Schorr has served as a member of our Board of Directors since July 2006 and as the Chairman of our Board of Directors since September 2006. Mr. Schorr has served as Chairman of our Compensation Committee since September 2006. Mr. Schorr has served as a member of our Audit Committee since September 2006 and served as Chairman of the Audit Committee from September 2006 to March 2007. Mr. Schorr is a Senior Managing Director in the Corporate Private Equity Group of Blackstone. Mr. Schorr principally concentrates on investments in technology. Before joining Blackstone in 2005, Mr. Schorr was a Managing Partner of Citigroup Venture Capital in New York where he was responsible for the firm's technology/telecommunications practice. Mr. Schorr was involved in such transactions as Fairchild Semiconductor, ChipPAC, Intersil, AMI Semiconductor, Worldspan, NTelos and MagnaChip. He had been with Citigroup Venture Capital for nine years. Mr. Schorr received his MBA with honours from Harvard Business School and a BSFS magna cum laude from Georgetown University's School of Foreign Service. He is a member of the Board of Directors of Freescale Semiconductor, Inc., AMI Semiconductor, Inc., MagnaChip and Orbitz Worldwide. Mr. Schorr is also a member of the Board of Jazz at Lincoln Center.

        Martin J. Brand.    Mr. Brand has served as a member of our Board of Directors, Chairman of our Audit Committee and a member of our Compensation Committee since March 2007. Mr. Brand is a Principal in the Corporate Private Equity Group of Blackstone. Mr. Brand joined Blackstone's London office in 2003 and transferred to Blackstone's New York office in 2005. Since joining Blackstone, Mr. Brand has been involved in the execution of the firm's direct investments in SULO, Kabel BW, Primacom, New Skies, CineUK, NHP and Travelport. Before joining Blackstone, Mr. Brand was a consultant with McKinsey & Company. Prior to that, Mr. Brand was a derivatives trader with the Fixed Income, Currency and Commodities division of Goldman, Sachs & Co. in New York and Tokyo.

        William Griffith.    Mr. Griffith has served as a member of our Board of Directors and our Audit Committee and Compensation Committee since September 2006. Mr. Griffith is a General Partner of Technology Crossover Ventures, or TCV, a private equity and venture capital firm. Mr. Griffith joined TCV as a Principal in 2000 and became a General Partner in 2003. Prior to joining TCV, Mr. Griffith was an associate at The Beacon Group, a private equity firm that was acquired by JP Morgan Chase in 1999. Prior to that, Mr. Griffith was an investment banking analyst at Morgan Stanley. Mr. Griffith serves on the boards of directors of several privately-held companies.

        David L. Weinberg.    Mr. Weinberg has served as a member of our Board of Directors since April 2007 and a member of our Audit Committee and Compensation Committee since May 2007. Mr. Weinberg has been a Senior Operating Partner at One Equity Partners in New York since 2001. From 1998 to 2000, Mr. Weinberg served as a Managing Director for Allegro Capital Ltd. in London.

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From 1995 to 1998, Mr. Weinberg served as a Managing Director at Nippon Credit International, Ltd. in London and the Chief Executive Officer of the securities subsidiary of the Nippon Credit Bank. From 1988 to 1994, Mr. Weinberg was a Partner at Eastbridge Capital, Inc. in New York. From 1980 to 1988, Mr. Weinberg served in varying senior positions at EF Hutton, Inc. and Citicorp, both in New York.

        Each Director is elected annually and serves until the next annual meeting of stockholders or until his or her successor is duly elected and qualified.

        None of our Directors receive compensation for their service as a Director, but receive reimbursement of expenses incurred from their attendance at Board of Director meetings.

        Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships between our directors and executive officers.

Compensation Committee Interlocks and Insider Participation

        As a privately-held company, we are not required to have independent directors on our Board of Directors. None of our directors is independent.

Board Composition

Committees of the Board

        Our board of directors has an audit committee, a compensation committee and an executive committee. Our board of directors may also establish from time to time any other committees that it deems necessary and advisable. None of the directors in these committees are independent directors.

Audit Committee

        Our Audit Committee is comprised of Messrs. Schorr, Brand, Griffith and Weinberg. Mr. Brand is the Chairman of the Audit Committee. The audit committee is responsible for assisting our board of directors with its oversight responsibilities regarding: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our independent registered public accounting firm's qualifications and independence; and (iv) the performance of our internal audit function and independent registered public accounting firm.

        As we do not have publicly traded equity outstanding, we are not required to have an audit committee financial expert. Accordingly, our Board of Directors has not made a determination as to whether it has an audit committee financial expert.

Compensation Committee

        Our Compensation Committee is comprised of Messrs. Schorr, Brand, Griffith and Weinberg. Mr. Schorr is the Chairman of the Compensation Committee. The compensation committee is responsible for determining executive base compensation and incentive compensation and approving the terms of grants pursuant to our equity incentive program.

Code of Conduct

        We have adopted a Code of Business Conduct and Ethics that applies to all of our officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct and Ethics can be accessed in the "Investor Center—Corporate Governance" section of our website at www.travelport.com. The purpose of our code is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and

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understandable disclosure in periodic reports required to be filed by us; and to promote compliance with all applicable rules and regulations that apply to us and our officers and directors.

Limitations of Liability and Indemnification Matters

        Our corporate by-laws provide that, to the fullest extent permitted by law, every current and former director, officer or other legal representative of our company shall be entitled to be indemnified by our company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements) resulting from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, but not limited to, an action by or in the right of the company to procure a judgment in its favor, by reason of the fact that such person is or was a director or officer of the company, or is or was serving in any capacity at the request of the company for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Persons who are not our directors or officers may be similarly indemnified in respect of service to the company or to any other entity at the request of the company to the extent our Board of Directors at any time specifies that such persons are entitled to indemnification.

        To the fullest extent permitted by applicable law, we or one or more of our affiliates plan to enter into agreements to indemnify our directors, executive officers and other employees. Any such agreements would provide for indemnification for related expenses including attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as our directors and executive officers.

        As of the date of this Annual Report on Form 10-K, we are not aware of any pending litigation or proceeding involving any director, officer, employee or agent of our company where indemnification will be required or permitted. Nor are we aware of any threatened litigation or proceeding that might result in a claim for indemnification.

ITEM 11.    EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

        Since our acquisition by affiliates of Blackstone and TCV, our executive compensation plans have been designed to attract and retain talented individuals and to link the compensation of those individuals to our performance.

        Following the acquisition, we adjusted the compensation of our executives to reflect our status as a newly-independent company owned by private equity firms. Specifically, we entered into the equity arrangements described below, and we entered into employment agreements with most of our senior executives, which standardized the employment terms for these individuals and reflected the financial terms, such as the base salary and annual target bonus, in light of their new roles in Travelport. In 2007, we distributed equity to, awarded bonuses to and adjusted the terms of existing equity awards for our executive officers to reflect our success as a company and our executives' contributions to that success.

        We have, from time to time, used market data provided by Towers Perrin, Frederick W. Cook, Mercer Consulting and New Bridge Street Consultants to obtain comparative information about the levels and forms of compensation that companies of comparable size to us award to executives in comparable positions. We use this data to ensure that our executive compensation program is competitive and that the compensation we award to our senior executives is competitive with that awarded to senior executives in similar positions at similarly-sized companies. Our market comparison

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information is generally based upon S&P 500 and FTSE 100 and 250 survey data. Compensation data on competitive companies is generally not available because they are privately held.

        Our Board of Directors has formed a Compensation Committee, which is comprised of Messrs. Schorr (chair), Brand, Griffith and Weinberg. The purpose of the Compensation Committee is to, among other things, determine executive compensation and approve the terms of our equity incentive plans.

Compensation of Our Named Executive Officers

        Our Named Executive Officers for the fiscal year ended December 31, 2007 are Jeff Clarke, our President and Chief Executive Officer, Michael Rescoe, our Executive Vice President and Chief Financial Officer, Gordon Wilson, our President and Chief Executive Officer, GDS, Kenneth Esterow, our President and Chief Executive Officer, GTA, and Patrick J. Bourke III, our Executive Vice President, Operations and Chief Reengineering Officer.

Executive Compensation Objectives and Philosophy

        As a privately-held company that is part of Blackstone's private equity portfolio, our primary executive compensation objective is to attract and retain top talent from within the highly competitive global marketplace so as to maximize shareholder value. We seek to recruit and retain individuals who have demonstrated a high level of expertise and who are leaders in our unique, technology-based industry. As a result of the industry's historical and current developments, cash and other compensation paid to our executive officers are typically highly competitive.

        Our highly competitive compensation program is composed of four principal components, all of which are identified in the Summary Compensation Table below:

•

salary;



•

annual incentive compensation (bonus awards);



•

long-term incentive compensation (in the form of restricted equity and/or restricted cash awards); and



•

other limited perquisites and benefits.

        Our executive compensation strategy uses cash compensation and perquisites to attract and retain talent, and our variable cash and long-term incentives aim to ensure a performance-based delivery of pay that aligns, as much as possible, our Named Executive Officers' rewards with our shareholders' interests and takes into account competitive factors and the need to attract and retain talented individuals.

Other Considerations

        We also consider individual circumstances related to each executive's retention. For example, when Mr. Clarke was hired by Cendant as our chief executive officer to guide us through either the completion of the sale of the Travelport businesses to a third party or through an initial public offering, he forfeited certain economic incentives associated with his previous employment. As a result, Cendant provided Mr. Clarke with a compensation package designed to compensate Mr. Clarke for the forfeited awards. The level of his compensation was also set by Cendant to be commensurate with the compensation of other similarly situated chief executives in the industry and within Cendant, and to reflect the post-employment non-competition covenant to which Mr. Clarke agreed as part of his employment contract. Likewise, in connection with the acquisition, Mr. Clarke agreed to amend certain terms of his employment agreement in light of the fact that we would continue to be a privately-held company, and we provided Mr. Clarke with a compensation package that was comparable in economic

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terms to his former compensation package at Cendant and reflected his enhanced responsibility due to our sale by Cendant. The specific terms of Mr. Clarke's employment agreement are set forth below under "—Employment Agreements."

        In addition, the other Named Executive Officers, with the exception of Mr. Rescoe, who joined us following the acquisition, and Mr. Bourke, who joined us just prior to the acquisition, similarly received compensation packages that reflect their new responsibilities since the acquisition.

        Salary.    Base salaries for our Named Executive Officers reflect each executive's level of experience, responsibilities and expected future contributions to our success, as well as market competitiveness. Base salaries are specified in each officer's employment agreement or offer letter, which dictates the individual's base salary for so long as the agreement specifies, as described more fully below under "—Employment Agreements." We review base salaries annually based upon, among other factors, individual and company performance and the competitive environment in our industry in determining whether salary adjustments are warranted.

        Bonuses.    We pay two different types of bonuses:

•

Discretionary Bonus.  While in 2007 we did not award any of these particular discretionary bonuses, which can take the form of signing, retention and sale bonuses, we may elect to pay discretionary bonuses from time to time in the future.



•

Annual Incentive Compensation (Bonus).  We have developed an annual cash bonus program to align executives' goals with our objectives for the applicable year. The target payment for each of our Named Executive Officers is specified in each Named Executive Officer's employment agreement or offer letter and ranges from 100% to 150% of each officer's base salary. As receipt of these bonuses are subject to the attainment of performance criteria, they may be paid, to the extent earned or not earned, at, below, or above target levels (with a maximum of 350% of the target level for Mr. Clarke). For 2007, these bonuses were based primarily upon the achievement of adjusted EBITDA targets established by our Board of Directors of $288 million in adjusted EBITDA (including Orbitz Worldwide) for the first half of 2007 and $225 million in adjusted EBITDA (excluding Orbitz Worldwide) for the second half of 2007. The amounts paid for the first half and the second half of 2007 pursuant to these arrangements are set forth in the Summary Compensation Table below under the "Non-Equity Incentive Plan Compensation" column. Annual bonuses for 2008 are similarly structured and will also be based upon the achievement of adjusted EBITDA and revenue targets established by our Board of Directors. For 2008, executive officers other than Mr. Clarke will have a maximum potential award of 200% of base salary. The maximum potential award for Mr. Clarke will continue to be 350% of target level.

        Long-Term Incentive Compensation.    The principal goal of our long-term incentive plans is to align the interests of our executives and our shareholders.

•

Option awards.  We do not currently utilize options as part of our executive compensation program.



•

Stock Partnership.  We provide long-term incentives through our equity incentive plan, which utilizes different classes of equity and is described further below under "—Our Equity Incentive Plan." Under the terms of the plan, we may grant equity incentive awards in the form of Class A-2 Units and/or Restricted Equity Units of our ultimate parent, TDS Investor (Cayman) L.P., a limited partnership, to officers, employees, non-employee directors or consultants.

        Each Class A-2 Unit represents an interest in a limited partnership and has economic characteristics that are similar to those of shares of common stock in a corporation. Each Restricted

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Equity Unit entitles its holder to receive one Class A-2 Unit at a future date, subject to certain vesting conditions.

        Pension and Non-Qualified Deferred Compensation.    None of our Named Executive Officers receives benefits under a defined benefit pension plan. We do, however, provide for limited deferred compensation arrangements for executives.

        All Other Compensation.    We have a limited program granting perquisites and other benefits to our executive officers.

Summary Compensation Table

        The following table contains compensation information for our Named Executive Officers for the fiscal year ended December 31, 2007.

Name and Principal Position	Year	Salary ($)	Bonus(1) ($)		Stock Awards(2) ($)		Non-Equity Incentive Plan Compensation(3) ($)		All Other Compensation(4) ($)		Total ($)
Jeff Clarke, President, Chief Executive Officer and Director(6)	2007 2006	1,000,000 653,846	0 7,005,000	(7)	35,059,616 10,980,258	(8)	5,250,000 980,769	(9)	1,340,271 117,960	(5)	42,649,887 19,737,833
Gordon Wilson, President and Chief Executive Officer, GDS(10)	2007 2006	653,363 604,853	0 1,903,638		14,762,136 4,156,914		1,389,430 510,696		164,602 185,627	(11)	16,969,531 7,361,728
Michael Rescoe, Executive Vice President and Chief Financial Officer(13)	2007 2006	500,000 53,846	0 0		11,847,696 2,842,207		1,000,000 250,000	(14)	531,569 16,791	(12)	13,879,265 3,162,844
Kenneth Esterow, President and Chief Executive Officer, GTA	2007 2006	433,654 380,671	0 1,788,125	(16)	9,123,789 3,315,972		925,000 417,812		326,153 70,288	(15)	10,808,596 5,972,868
Patrick J. Bourke III, Executive Vice President, Operations and Chief Reengineering Officer(18)	2007 2006	500,000 211,538	0 200,000	(19)	8,523,483 1,762,777		1,000,000 250,000		250,686 2,475	(17)	10,274,169 2,426,790

(1)

Amounts included in this column for 2006 reflect signing, retention and sale bonuses awarded in 2006 and paid in 2006 and/or 2007, including certain sale bonuses awarded in 2006 payable in January and August 2007 based on continued employment with us in good standing at the time of the payment. In addition, amounts also include bonuses for which executives chose to receive Restricted Equity Units instead of cash. The amounts in this column do not include any amounts paid as annual incentive compensation (bonus), which are reported separately in the column entitled Non-Equity Incentive Plan Compensation.

(2)

Amounts included in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal years ended December 31, 2006 and December 31, 2007 in accordance with FAS 123R in connection with awards of Restricted Equity Units, Class B Units, Class B-1 Units, Class C Units and Class D Units. The amounts in this column reflect vesting of 73.53% of the Restricted Equity Units granted pursuant to the Supplemental Profit Sharing Plan. Such Restricted Equity Units vested based upon the Company's achievement of certain 2007 EBITDA. Related fair values consider the right to receive dividends in respect of such equity awards, and, accordingly, dividends paid are not separately reported in this table. Amounts included in this column for 2007 include the incremental value of Class C Units and Class D Units that were granted in 2006 for which the value was adjusted in 2007, pursuant to modifications in vesting conditions. Assumptions used in the calculation of these amounts are included in footnote 18, "Equity-Based Compensation," to the financial statements included therein.

(3)

Amounts included in this column include amounts paid as annual incentive compensation (bonus).

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(4)

As detailed in footnote 2 above, the right to receive dividends in respect of equity awards is included in the FAS 123R value and, thus, dividends paid to our Named Executive Officers in 2007 are not included in All Other Compensation.

(5)

Includes company matching 401(k) contributions of $13,500, bonus deferred compensation match of $315,000, base compensation deferred compensation match of $60,000, housing allowance benefits of $187,977 (including tax assistance of $67,977), financial planning benefits of $10,100, tax assistance of $6,296, payment of employee FICA on vesting of Restricted Equity Units of $422,654 and tax assistance on such FICA of $324,744.

(6)

The amounts in the Salary, Non-Equity Plan Compensation, All Other Compensation and Total columns for Mr. Clarke reflect partial year employment for 2006.

(7)

Includes a $2,100,000 restricted cash award granted to Mr. Clarke to compensate him for compensation and benefits foregone when he left his previous employer. Also includes a signing bonus of $1,500,000 and a $3,405,000 retention bonus connected to his original employment terms upon hire by Cendant.

(8)

Includes $2,295,000 in lieu of which Mr. Clarke received Restricted Equity Units.

(9)

Includes $250,000 in lieu of which Mr. Clarke received Restricted Equity Units.

(10)

All amounts expressed for Mr. Wilson (with the exception of equity awards) were paid in British pounds and have been converted to U.S. dollars at the applicable exchange rate for December 31 of the applicable year, i.e. 1.9591 U.S. dollars to 1 British pound as of December 31, 2006 and 1.9849 U.S. dollars to 1 British pound as of December 31, 2007.

(11)

Includes company matching pension contributions of $98,004, travel allowance of $9,337, car allowance benefits of $47,337 and financial planning benefits of $9,924.

(12)

Includes relocation benefits of $267,822, tax assistance on relocation benefits of $50,897, car allowance benefits of $6,380, payment of employee FICA on vesting of Restricted Equity Units of $116,759 and tax assistance on such FICA of $89,711.

(13)

The amounts in the Salary, Non-Equity Incentive Plan Compensation, All Other Compensation and Total columns for Mr. Rescoe reflect partial year employment for 2006.

(14)

Includes $250,000 in lieu of which Mr. Rescoe received Restricted Equity Units.

(15)

Includes company matching 401(k) contributions of $13,500, bonus deferred compensation match of $55,500, car allowance benefits of $10,750, tax assistance on perquisites of $3,530, payment of employee FICA on vesting of Restricted Equity Units of $137,345 and tax assistance on such FICA of $105,528.

(16)

Includes $100,000 in lieu of which Mr. Esterow received Restricted Equity Units, as well as a one-time special payment of $400,000.

(17)

Includes bonus deferred compensation match of $60,000, base compensation deferred compensation match of $30,000, car allowance benefits of $18,803, payment of employee FICA on vesting of Restricted Equity Units of $75,978 and tax assistance on such FICA of $65,905.

(18)

The amounts in the Salary, Non-Equity Incentive Plan Compensation, All Other Compensation and Total columns for Mr. Bourke reflect partial year employment for 2006.

(19)

Includes $200,000 in lieu of which Mr. Bourke received Restricted Equity Units.

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Grants of Plan-Based Awards During 2007

													All Other Stock Awards: Number of Shares of Stock Units (#)
				Estimated Potential Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Plan Awards				Grant Date Fair Value of Stock and Option Awards(1) ($)
Name		Type of Award	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Jeff Clarke,		Non-equity incentive plan		$	0	$	1,500,000	$	5,250,000
	President, Chief Executive	Restricted Equity Units ("REUs")	04/05/07										1,625,967	$	2,991,779
	Officer and Director	Class B-1 Units	05/10/07								280,541			$	187,962
		Class C Units	05/10/07								280,541			$	790,034	(1)
		Class D Units	05/10/07								280,541			$	790,034	(1)
		SPSP REUs	08/29/07							0		2,651,601		$	1,998,465	(2)
		SPSP REUs	11/06/07							0		300,000		$	614,031	(2)
		REUs	12/31/07										4,646,673	$	12,934,405
Gordon Wilson,		Non-Equity Incentive Plan		$	0	$	694,715	$	1,389,430
	President and Chief Executive	REUs	04/05/07										642,967	$	1,183,059
	Officer, GDS	Class B-1 Units	05/10/07								110,936			$	74,327
		Class C Units	05/10/07								110,936			$	312,408	(1)
		Class D Units	05/10/07								110,936			$	312,408	(1)
		SPSP REUs	08/29/07							0		1,356,633		$	1,022,470	(2)
		SPSP REUs	11/06/07							0		300,000		$	614,031	(2)
		REUs	12/31/07										1,837,466	$	5,114,741
Michael Rescoe,		Non-Equity Incentive Plan		$	0	$	500,000	$	1,000,000
	Executive Vice President and	REUs	04/05/07										503,567	$	926,563
	Chief Financial Officer	Class B-1 Units	05/10/07								86,884			$	58,212
		Class C Units	05/10/07								86,884			$	244,675	(1)
		Class D Units	05/10/07								86,884			$	244,675	(1)
		SPSP REUs	08/29/07							0		1,060,640		$	799,385	(2)
		SPSP REUs	11/06/07							0		300,000		$	614,031	(2)
		REUs	12/31/07										1,439,088	$	4,005,822
Kenneth Esterow,		Non-Equity Incentive Plan		$	0	$	462,500	$	925,000
	President and Chief Executive	REUs	04/05/07										443,013	$	815,144
	Officer, GTA	Class B-1 Units	05/10/07								76,436			$	51,212
		Class C Units	05/10/07								76,436			$	215,252	(1)
		Class D Units	05/10/07								76,436			$	215,252	(1)
		SPSP REUs	08/29/07							0		901,544		$	679,478	(2)
		SPSP REUs	11/06/07							0		300,000		$	614,031	(2)
		REUs	12/31/07										1,266,037	$	3,524,120
Patrick J. Bourke III,		Non-Equity Incentive Plan		$	0	$	500,000	$	1,000,000
	Executive Vice President,	REUs	04/05/07										300,490	$	552,902
	Operations and Chief	Class B-1 Units	05/10/07								220,369			$	147,647
	Reengineering Officer	Class C Units	05/10/07								220,369			$	620,583	(1)
		Class D Units	05/10/07								220,369			$	620,583	(1)
		SPSP REUs	08/29/07							0		1,060,640		$	799,385	(2)
		REUs	12/31/07										983,044	$	2,736,386

(1)

Grant Date Fair Values were calculated as of grant date in accordance with FAS 123R based on the expense to be reported on the Company's financial statements. In the case of awards of Class C Units and Class D Units, however, FAS 123R required that, upon the cancellation of the vesting conditions in connection with the conversion of those Class C Units and Class D Units to Class A-2 Units as of December 26, 2007, the fair value for determining the expense be updated to reflect the value as of the conversion date instead of the grant date. The figures disclosed here represent the updated values on the conversion date.

(2)

Based upon vesting of 73.53% of the Restricted Equity Units granted pursuant to the Supplemental Profit Sharing Plan ("SPSP").

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Employment Agreements

        We have currently effective employment agreements or offer letters with each of our Named Executive Officers, which supersede all prior understandings regarding their employment. Named Executive Officers also received equity-based awards in TDS Investor (Cayman) L.P.

Jeff Clarke, President and Chief Executive Officer

        Compensation, Term.    Jeff Clarke entered into an amended employment agreement with TDS Investor (Cayman) L.P., effective September 26, 2006, pursuant to which he serves as our President and Chief Executive Officer. Mr. Clarke's employment agreement has a three-year term and provides for automatic one-year renewal periods upon the expiration of the initial term or any subsequent term, unless either party provides notice of non-renewal at least 120 days prior to the end of the then-current term. Mr. Clarke is entitled to a minimum base salary of $1,000,000, subject to annual increases at the discretion of our Board of Directors. Mr. Clarke is eligible for a target annual bonus of 150% of his base salary upon the achievement of an annual EBITDA target established by our Board (with a maximum potential bonus of 350% of target level). In addition, under his amended employment agreement, Mr. Clarke received a restricted cash award of $2,100,000 that vests and becomes payable in 20% installments on each of March 31, 2007, June 30, 2007, September 30, 2007, December 31, 2007 and March 31, 2008.

        Severance Terms.    Mr. Clarke's employment agreement provides that if he is terminated by us without cause or resigns as a result of constructive termination, he will receive his base salary through termination, unpaid annual bonus from the preceding year, reimbursement for un-reimbursed business expenses and any accrued benefits under our benefits plans ("accrued rights"), and the following:

•

a pro rata portion of his annual bonus for the year of termination, payable when otherwise paid to other executives for that year;



•

an amount equal to 299% multiplied by the sum of (i) his annual base salary and (ii) his target annual bonus;



•

full and immediate vesting of his restricted cash award; and



•

vesting of any equity-based awards to the extent provided for in the award agreements.

        In addition, in the event that any payments or benefits provided to Mr. Clarke under his employment agreement or any other plan or agreement in connection with a change in control by us result in an "excess parachute payment" excise tax of over $50,000 being imposed on Mr. Clarke, he would be entitled to a gross-up payment equal to the amount of the excise tax, as well as a payment equal to the income tax and additional excise tax on the gross-up payment.

        Constructive Termination.    Constructive termination is defined in Mr. Clarke's employment agreement as:

•

any material failure by us to fulfill our obligations under the employment agreement (including any reduction to Mr. Clarke's annual base salary, as increased from time to time) or any equity agreement he has with us;



•

our failure to nominate Mr. Clarke for election to our board of directors;



•

the failure of our majority shareholder (if there is one) to elect Mr. Clarke to our board of directors;



•

the failure of any successor to our business operations to assume our obligations under the employment agreement;

80

•

the primary business office for Mr. Clarke being relocated to any place more than 30 miles from the city limits of Parsippany, NJ, New York, NY or Chicago, IL;



•

a material and sustained diminution of Mr. Clarke's duties and responsibilities as of the date of the employment agreement; or



•

our election not to renew the initial employment term or any subsequent extension thereof (except as a result of Mr. Clarke reaching retirement age, as determined by our policy).

        Any of the events described above will be a constructive termination only if we fail to cure the event within 30 days after receipt from Mr. Clarke of written notice of the event that he believes constitutes a constructive termination. In addition, a constructive termination shall cease to exist for an event on the 60^th day following the later of its occurrence or Mr. Clarke's knowledge of the event, unless Mr. Clarke has given us written notice thereof prior to such date.

Gordon Wilson, President and Chief Executive Officer, GDS

        Compensation, Term.    Galileo International Ltd (our wholly owned indirect subsidiary) entered into a service agreement with Gordon Wilson effective March 30, 2007, which reflects the material terms of the company's earlier agreements with Mr. Wilson. The service agreement continues until it is terminated by either party giving to the other at least twelve months' prior written notice. If full notice is not given, we will pay salary and benefits in lieu of notice for any unexpired period of notice, regardless of which party gave notice of termination. Mr. Wilson is entitled to a minimum base salary of £325,000, subject to annual increases at the discretion of our Board of Directors. Mr. Wilson is eligible for a target annual bonus of 100% of his base salary. Mr. Wilson's period of continuous employment with us commenced on May 13, 1991 and will automatically terminate on his 60^th birthday. Mr. Wilson's current base salary is £375,000.

        Severance Terms.    Mr. Wilson's employment agreement requires that if either he or we serve notice to the other to terminate Mr. Wilson's employment with us, in our absolute discretion, we may require him to take "garden leave" for all or part of the remaining period of his employment. If Mr. Wilson is asked to take garden leave, he:

•

has agreed to resign immediately from any offices he holds with us or any affiliate upon our request;



•

may be required to carry out none or some of his duties during the remaining period of his employment;



•

must return to us all documents and other materials (including copies) belonging to us or any affiliate containing confidential business information;



•

may not without our permission contact or attempt to contact in a business context any of our employees, clients, suppliers or professional advisers that he reasonably expected to know/have known in the course of his duties with us; and



•

may not attend his place of work or any other of our or our affiliates' premises unless requested to do so.

        During any period of garden leave, Mr. Wilson will continue to receive his full salary, other remuneration and benefits.

Messrs. Rescoe (Executive Vice President and Chief Financial Officer) and Esterow (President and Chief Executive Officer, GTA)

        Compensation, Term.    The employment agreements for Michael Rescoe and Kenneth Esterow each have a three-year initial term. They provide for automatic one-year renewal periods upon the expiration

81

of the initial term or any subsequent term, unless either party provides the notice of non-renewal at least 120 days prior to the end of the then-current term. Each of the agreements also includes provision for the payment of an annual base salary subject to annual review and adjustment, and each of Messrs. Rescoe and Esterow is eligible for a target annual bonus based upon the achievement of certain financial performance criteria of 100% of annual base salary. Current base salary is $500,000 for Mr. Esterow and $500,000 for Mr. Rescoe.

        Severance Terms.    The terms of the employment agreements for each of Messrs. Esterow and Rescoe establish that, if such officer is terminated by us without cause or resigns as a result of constructive termination, he will continue to receive his then annual base salary and target annual bonus in accordance with our normal payroll practices for a period of up to twenty-four months. In addition, he will receive his then accrued rights, a pro rata portion of his then annual bonus for the year of termination, payable when otherwise paid to executives for that year, and any vesting of any equity-based awards to the extent provided for in the award agreements.

        Constructive Termination.    Constructive termination is defined in the employment agreements for Messrs. Esterow and Rescoe as:

•

any material reduction in annual base salary or target annual bonus (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives);



•

our failure to pay compensation or benefits when due, in each case which is not cured within 30 days following our receipt of written notice from the executive describing the event that he believes provides for constructive termination;



•

a material and sustained diminution of the executive's duties and responsibilities as of the date of the employment agreement;



•

the primary business office for the executive being relocated by more than 50 miles; or



•

our election not to renew the initial employment term or any subsequent extension of the employment term (except as a result of the executive reaching retirement age, as determined by our policy).

        Any of the events described above will be a constructive termination only if we fail to cure the event within 30 days after receipt from the executive of written notice of the event that he believes constitutes a constructive termination. In addition, a constructive termination shall cease to exist for an event on the 60th day following the later of its occurrence or the executive's knowledge of the event, unless the executive has given us written notice thereof prior to such date.

Patrick J. Bourke III, Executive Vice President, Operations and Chief Reengineering Officer

        We entered into an offer letter with Mr. Bourke effective July 24, 2006, pursuant to which he serves as Executive Vice President, Operations and Chief Reengineering Officer. Pursuant to the terms of the offer letter, Mr. Bourke's annual base salary is $500,000 and his target bonus is 100% of his eligible earnings, which are typically his base salary during the relevant time period. In addition, pursuant to his offer letter, Mr. Bourke also received a one-time bonus of $200,000, which he elected to receive in the form of Restricted Equity Units, upon completion of mutually-agreed upon short-term objectives. Mr. Bourke's offer letter provides that if he is terminated by us without cause, and executes, does not revoke and complies with the terms of a separation agreement and general release (waiving all legal claims against us) and a restrictive covenant agreement under which he agrees not to compete against us and not to solicit our employees and customers, in each case for two years following his termination from employment with us, Mr. Bourke will receive (1) a lump sum severance payment equal to the sum of two years of his annual base salary and annual target bonus at the time of his

82

separation from employment and (2) one year of accelerated vesting of any outstanding equity grants, subject to the approval of our Compensation Committee.

Restrictive Covenants

        As a result of the restrictive covenants contained in their employment agreements and/or equity award agreements, each of the Named Executive Officers has agreed not to disclose, or retain and use for his own benefit or benefit of another person our confidential information. Each Named Executive Officer has also agreed not to directly or indirectly compete with us, not to solicit our employees or clients, engage in, or directly or indirectly manage, operate, or control or join our competitors, or compete with us or interfere with our business or use his status with us to obtain goods or services that would not be available in the absence of such a relationship to us. Each equity award agreement provides that these restrictions are in place for two years. In the case of Messrs. Clarke, Rescoe and Esterow, these restrictions in their employment agreements are effective for a period of two years after employment with us has been terminated for any reason. In the case of Mr. Wilson, the restrictions contained in his employment agreement are effective for a period of 12 months following the termination of his employment. Should we exercise our right to place Mr. Wilson on "garden leave," the period of time that he is on such leave will be subtracted from and thereby reduce the length of time that he is subject to these restrictive covenants in his employment agreement.

        In addition, each of the Named Executive Officers has agreed to grant us a perpetual, non-exclusive, royalty-free, worldwide, assignable and sublicensable license over all intellectual property rights that result from his work while employed with us.

Our Equity Incentive Plan

        Under the terms of the TDS Investor (Cayman) L.P. 2006 Interest Plan, as amended and/or restated, we may grant equity incentive awards in the form of Class A-2 Units or Restricted Equity Units to current or prospective officers, employees, non-employee directors or consultants. The plan also previously allowed the grant of Class B Units, Class B-1 Units, Class C Units, Class C-1 Units and Class D Units, but, as detailed below, those Units were converted into Class A-2 Units in December 2007.

Purposes of the Plan

        The purposes of the plan are:

(1)

to promote our interests and those of our partners by attracting and retaining exceptional officers and other employees, non-employee directors and consultants; and



(2)

to enable such individuals to acquire an equity interest in and participate in our long-term growth and financial success.

Administration of the Plan

        The Board of Directors of TDS Investor (Cayman) GP Ltd. conducts the general administration of the plan in accordance with the plan's provisions. The Board administers, construes and interprets the plan and establishes rules for carrying it out and makes changes to such rules when appropriate.

        The Board may employ counsel, consultants, accountants, appraisers, brokers or other persons, and may appoint other agents to properly administer the plan. The Board and our officers and directors are entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and binding. No member of the Board shall be personally liable for any action, determination or interpretation made in

83

good faith with respect to the plan or the awards, and all members of the Board shall be fully protected by us with respect to any such action, determination or interpretation.

        The Board may from time to time make awards under the plan to employees, or other persons having a relationship with us or any of our subsidiaries, in such form and having such terms, conditions and limitations as the board may determine. Subject to the provisions of the plan, the Board will determine the forms and amounts of awards for participants. The terms, conditions and limitations of each award under the plan must be set forth in an award agreement in a form approved by the Board, consistent, however, with the terms of the plan; provided that award agreements will contain provisions dealing with the treatment of awards in the event of the termination of employment, death or disability of a participant, and may also include provisions concerning the treatment of awards in the event of a change of control of us. The Board has the authority to make such amendments to any terms and conditions applicable to outstanding grants as are consistent with the plan, provided that, except for adjustments under the adjustment provisions set forth in the plan, no such action can modify an award in a manner adverse to the participant without the participant's consent except as such modification is provided for or contemplated in the terms of the award. The Board will determine whether and when awards may be settled, exercised, canceled, forfeited, or suspended. All designations, determinations and other decisions made by the Board relating to the plan or any award will be binding upon all persons.

Awards

        Awards may be granted singly, in combination or in tandem. Awards, in the Board's sole discretion, may take the form of units or restricted equity units. The participant will be required to become a party to an award agreement as a condition to the grant of an award. Upon receipt of the units, the participant also will be required to become a party to our partnership agreement. All awards and interests will be held by the participant subject to the terms and conditions of our partnership agreement and the award agreement.

Restricted Equity Awards

        Our Named Executive Officers hold a number of Restricted Equity Units and Class A-2 Units. A Restricted Equity Unit entitles its holder to receive one Class A-2 Unit at a future date, subject to vesting conditions if applicable. The Class A-2 Units are interests in a limited partnership and have economic characteristics that are similar to those of shares of common stock in a corporation. In December 2007, we fully accelerated the vesting of all Restricted Equity Units held by our Named Executive Officers, except for Restricted Equity Units granted under the Supplemental Profit Sharing Plan described below.

Class B Units, Class B-1 Units, Class C Units, Class C-1 Units and Class D Units

        Also in December 2007, we fully accelerated the vesting of all Class B Units, Class B-1 Units, Class C Units, Class C-1 Units and Class D Units held by our Named Executive Officers and converted them into fully-vested Class A-2 Units.

Supplemental Profit Sharing Plan

        On July 19, 2007, our Board of Directors approved the Travelport 2007 Supplemental Profit Sharing Plan. The Supplemental Profit Sharing Plan provides for management profit sharing bonus payments aggregating 25% of the amount by which adjusted EBITDA exceeds a certain threshold for 2007. The bonus payments shall be made in the form of cash or Restricted Equity Units. On March 4, 2008, our Board of Directors approved the vesting of 73.53% of the Restricted Equity Units granted pursuant to the Supplemental Profit Sharing Plan. Such Restricted Equity Units vested based on the

84

percentage of the stretch target of $102 million in Company EBITDA beyond the 2007 adjusted EBITDA target achieved.

Outstanding Equity Awards at 2007 Fiscal-Year End

	Stock Awards
Name	Type of Award	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2)
Jeff Clarke, President, Chief Executive Officer and Director	REUs SPSP REUs	0 —	0 —	— 2,170,312	$	— 6,041,246
Gordon Wilson, President and Chief Executive Officer, GDS	REUs SPSP REUs	0 —	0 —	— 1,218,122	$	— 3,390,745
Michael Rescoe, Executive Vice President and Chief Financial Officer	REUs SPSP REUs	0 —	0 —	— 1,000,478	$	— 2,784,915
Kenneth Esterow, President and Chief Executive Officer, GTA	REUs SPSP REUs	0 —	0 —	— 883,495	$	— 2,459,283
Patrick J. Bourke III, Executive Vice President, Operations and Chief Reengineering Officer	REUs SPSP REUs	0 —	0 —	— 779,888	$	— 2,170,884

(1)

The Company's equity is not publicly traded. Payout Value in this column is based upon the estimated value of each REU based on the most recently completed independent valuation of the Company as of December 31, 2007.

(2)

Based upon vesting of 73.53% of the Restricted Equity Units granted pursuant to the Supplemental Profit Sharing Plan.

85

Option Exercises and Stock Vested in 2007

	Stock Awards
	Number of Restricted Equity Units Becoming Vested During the Year	Number of Class B Units, Class B-1 Units, Class C Units and Class D Units Becoming Vested During the Year	Number of A-2 Units Resulting from Conversion of Class B Units, Class B-1 Units, Class C Units and Class D Units	Number of Shares/Units Acquired on Vesting (#)(1)	Value Realized on Vesting ($)(2)
Jeff Clarke, President, Chief Executive Officer and Director	12,937,218	10,019,706	10,072,093	23,009,311	$	56,475,997
Gordon Wilson, President and Chief Executive Officer, GDS	4,672,053	4,145,592	4,167,158	8,839,211	$	22,711,281
Michael Rescoe Executive Vice President and Chief Financial Officer	3,510,922	3,342,843	3,360,178	6,871,100	$	17,166,501
Kenneth Esterow, President and Chief Executive Officer, GTA	4,000,670	2,101,455	2,112,814	6,113,484	$	15,211,444
Patrick J. Bourke III Executive Vice President, Operations and Chief Reengineering Officer(3)	2,307,452	2,556,084	2,572,595	4,880,097	$	12,278,535

(1)

Reflects Restricted Equity Units vested during the year plus number of Class A-2 Units resulting from conversion of Class B Units, Class B-1 Units, Class C Units and Class D Units.

(2)

Reported values were calculated using the same basis as used in the determination of FICA tax liability for US participants. The unit values were based on the most recent independent valuation of the Company at each respective vesting date, and reflect the fact that none of the Restricted Equity Units granted under the Supplemental Profit Sharing Plan were vested on December 31, 2007.

(3)

Units shown for Mr. Bourke include 600,000 Class C Units and Class D Units that he transferred to his children and that were converted into 607,012 Class A-2 Units in December 2007.

Pension Benefits in 2007

        No Named Executive Officers are currently in a defined benefit plan sponsored by us or our subsidiaries and affiliates.

86

Nonqualified Deferred Compensation in 2007

        All amounts disclosed in this table relate to our Travelport Americas, LLC Officer Deferred Compensation Plan (the "the Deferred Compensation Plan"). The Deferred Compensation Plan allows certain executives to defer a portion of their compensation until a later date (which can be before or after their employment), and to receive an employer match on their contributions. In 2007, this compensation included base salary and semi-annual bonus, and the employer match was up to 6%. Each participant can elect to receive a single lump payment or annual installments over a period elected by the executive of up to 10 years.

        In contrast to earlier tables that reflect amounts paid for 2007, the amounts in the table below are only those received in 2007, i.e. they include deferred compensation amounts in 2007 for 2006 but not deferred compensation amounts in 2008 for 2007.

Name	Beginning Balance at Prior FYE (12/31/2006) ($)	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE (12/31/2007) ($)
Jeff Clarke, President, Chief Executive Officer and Director	89,191	699,999	262,500	17,253		0	1,068,943
Gordon Wilson, President and Chief Executive Officer, GDS(a)	0	0	0	0		0	0
Michael Rescoe, Executive Vice President and Chief Financial Officer	0	0	0	0		0	0
Kenneth Esterow, President and Chief Executive Officer, GTA	25,662	38,250	38,250	(378	)	0	101,783
Patrick J. Bourke III, Executive Vice President, Operations and Chief Reengineering Officer	0	60,000	60,000	3,836		0	123,836

(a)

Mr. Wilson participates in a United Kingdom defined contribution pension scheme that is similar to a 401(k) plan and therefore is not included in this table.

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Severance Arrangements

Potential Payments Upon Termination of Employment

        The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the Named Executive Officers would be entitled upon termination of employment on December 31, 2007.

Potential Payments Upon Termination of Employment or Change in Control

Current		Cash Severance Payment($)	Continuation of Certain Benefits (present value)($)	Acceleration and Continuation of Equity Awards (unamortized expense as of 12/31/07)($)	Excise Tax Gross-up($)	Total Termination Benefits($)
Jeff Clarke
•	Voluntary retirement	0	0	0	0	0
•	Involuntary termination	10,520,000	95,141	6,041,246	0	16,656,387
•	Change in Control (CIC)	0	0	8,216,029	0	8,216,029
•	Involuntary or good reason termination after CIC	10,520,000	95,141	0	0	10,615,141
Gordon Wilson
•	Voluntary retirement	0	0	0	0	0
•	Involuntary termination	2,977,350	0	3,390,745	0	6,368,095
•	Change in Control (CIC)	0	0	4,611,377	0	4,611,377
•	Involuntary or good reason termination after CIC	2,977,350	0	0	0	2,977,350
Michael Rescoe
•	Voluntary retirement	0	0	0	0	0
•	Involuntary termination	2,500,000	61,812	2,784,915	0	5,346,727
•	Change in Control (CIC)	0	0	3,787,456	0	3,787,456
•	Involuntary or good reason termination after CIC	2,500,000	61,812	0	0	2,561,812
Kenneth Esterow
•	Voluntary retirement	0	0	0	0	0
•	Involuntary termination	2,500,000	58,041	2,459,283	0	5,017,324
•	Change in Control (CIC)	0	0	3,344,599	0	3,344,599
•	Involuntary or good reason termination after CIC	2,500,000	58,041	0	0	2,558,041
Patrick J.Bourke
•	Voluntary retirement	0	0	0	0	0
•	Involuntary termination	2,000,000	13,875	2,170,884	0	4,184,759
•	Change in Control (CIC)	0	0	2,952,381	0	2,952,381
•	Involuntary termination after CIC	2,000,000	13,875	0	0	2,013,875

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        Accrued Pay and Regular Retirement Benefits.    The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:

•

Accrued salary and vacation pay;



•

Earned but unpaid bonus; and



•

Distributions of plan balances under our 401(k) plan and the non-qualified deferred compensation plan.

        Deferred Compensation.    The amounts shown in the table do not include distributions of plan balances under our deferred compensation plan. Those amounts are shown in the Nonqualified Deferred Compensation in 2007 table above.

        Death and Disability.    A termination of employment due to death or disability does not entitle the Named Executive Officers to any payments or benefits that are not available to salaried employees generally.

        Involuntary and Constructive Termination and Change-in-Control Severance Pay Program.    As described above "—Employment Agreements," the Named Executive Officers are entitled to severance pay in the event that their employment is terminated by us without cause or, in the case of Messrs. Clarke, Rescoe and Esterow, if the Named Executive Officer resigns as a result of a constructive termination or, in the case of Mr. Wilson, a resignation due to fundamental breach of contract. Mr. Bourke does not have constructive termination protection in his offer letter. The amounts shown in the table are for such "involuntary or constructive terminations" and are based on the following assumptions and provisions in the employment agreements:

•

Covered terminations generally.  Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a constructive termination or fundamental breach of contract.



•

Covered terminations following a Change in Control.  Eligible terminations include an involuntary termination for reasons other than cause, or, as applicable, a voluntary resignation by the executive as a result of a constructive termination or fundamental breach of contract following a change in control.



•

Definitions of Cause and Constructive Termination (only applicable to Messrs. Clarke, Rescoe and Esterow)

•

A termination of the executive by the Company is for cause if it is for any of the following reasons:



•

The executive's failure substantially to perform executive's duties for a period of 10 days following receipt of written notice from the Company of such failure;



•

Theft or embezzlement of company property or dishonesty in the performance of the executive's duties;



•

Conviction which is not subject to routine appeals of right or a plea of "no contest" for (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude for which the potential penalty includes imprisonment of at least one year;



•

The executive's willful malfeasance or willful misconduct in connection with the Named Executive Officer's duties or any act or omission which is materially injurious to the our financial condition or business reputation; or



•

The executive's breach of the restrictive covenants in his employment agreement.

89

•

A termination by the executive is as a result of constructive termination if it results from, among other things:



•

Any material reduction in the executive's base salary or annual bonus (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives);



•

The Company's failure to pay compensation or benefits when due;



•

The Company's failure to nominate the executive for election to the Board of Directors or failure of the executive to be re-elected to the Board of Directors resulting from the failure of the Company's majority shareholder to vote in favor of the executive (in each case, applicable only to Mr. Clarke);



•

Material and sustained diminution to the executive's duties and responsibilities;



•

The primary business office for the executive being relocated by more than 50 miles (for Mr. Clarke, more than 30 miles from the city limits of Parsippany, New Jersey, New York, New York or Chicago, Illinois); or



•

The Company's election not to renew the initial employment term or any subsequent extension thereof (except as a result of the executive's reaching retirement age, as determined by our policy).



•

Cash severance payment  For Mr. Clarke, the cash severance payment represents 2.99 times the sum of his base salary and target annual bonus plus a pro rata annual bonus for the year of termination, as well as the one remaining unvested restricted cash award payment. For Mr. Rescoe and Mr. Esterow, this represents the payment of two times the sum of such executive's base salary and target annual bonus plus a pro rata annual bonus for the year of termination. For Mr. Wilson and Mr. Bourke, this represents two times the sum of such executive's base salary and target annual bonus.



•

Continuation of health, welfare and other benefits.  Represents the present value of coverage for two years for Messrs. Rescoe and Esterow (three years for Mr. Clarke) following a covered termination equivalent to employer contribution for medical, dental, life insurance, financial planning, executive car program (if applicable) and applicable tax assistance on financial planning and the executive car programs. For Mr. Bourke, represents the present value of coverage for one year following a covered termination equivalent to employer contribution for medical and dental coverage.



•

Acceleration and continuation of equity awards.  For covered terminations not following a change in control, represents the value of the Restricted Equity Units issued under the Supplemental Profit Sharing Plan, based upon the vesting of 73.53% of such Restricted Equity Units. As detailed immediately below, since unvested Restricted Equity Units issued under the Supplemental Profit Sharing Plan vest solely upon a change in control, there is no separate acceleration or continuation of equity awards due to a covered termination following a change in control.

        Payments Upon Change in Control Alone.    The change in control provisions in the employment agreements or offer letter for our Named Executive Officers are "double trigger" provisions, meaning payments are made only if the executive suffers a covered termination of employment following the change in control. As detailed in the Potential Payments Upon Termination of Employment or Change in Control table above, any unvested Restricted Equity Units issued under the Supplemental Profit Sharing Plan vest solely upon a change in control provided the executive is employed by the Company at the time of the change in control.

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Compensation of Directors

        The composition of our board of directors was established by the terms of the Shareholder Agreements entered into between Blackstone and TCV (other than management) and TDS Investor (Cayman) L.P., a Cayman company, which indirectly owns 100% of our equity securities.

Directors who are also our employees receive no separate compensation for service on the Board of Directors or committees of the Board of Directors. Non-employee directors also currently receive no separate compensation for service on the Board of Directors or committees of the Board of Directors.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        All of our shares are beneficial owned by TDS Investor (Cayman) L.P., a Cayman company, through its wholly-owned subsidiaries. The following table sets forth information with respect to the beneficial ownership of the Class A-1 and Class A-2 Units of TDS Investor (Cayman) L.P. as of March 5, 2008 for (i) each individual or entity known by us to own beneficially more than 5% of the Class A-1 Units of TDS Investor (Cayman) L.P., (ii) each of our Named Executive Officers, (iii) each of our directors and (iv) all of our directors and our executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated Class A Units. Unless otherwise noted, the address of each beneficial owner is 400 Interpace Parkway, Building A, Parsippany, NJ 07054.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent
A-1	Blackstone Funds(1)	775,000,000	72.80	%
A-1	TCV Funds(2)	125,000,000	11.74	%
A-1	OEP TP Ltd.(3)	125,000,000	11.74	%
A-2	Jeff Clarke(4)(5)	10,072,093	*
A-2	Michael E. Rescoe(4)(6)	3,610,178	*
A-2	Gordon Wilson(4)(7)	4,347,158	*
A-2	Kenneth Esterow(4)(8)	2,112,814	*
A-2	Patrick J. Bourke III(4)(9)	3,179,607	*
A-1	Paul C. Schorr IV(10)	775,000,000	72.80	%
A-1	Martin Brand(11)	775,000,000	72.80	%
A-1	William J.G. Griffith(12)	125,000,000	11.74	%
A-1	David Weinberg(13)	125,000,000	11.74	%
A	All directors and executive officers as a group (12 persons)(14)	25,772,878	2.4	%

*

Beneficial owner holds less than 1% of Class A Units.

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(1)

Reflects beneficial ownership of 625,000,000 Class A-1 Units held by Blackstone Capital Partners (Cayman) V L.P., 92,960,731 Class A-1 Units held by BCP (Cayman) V-S L.P., 18,056,688 Class A-1 Units held by BCP V Co-Investors (Cayman) L.P., 3,230,104 Class A-1 Units held by Blackstone Family Investment Partnership (Cayman) V-A L.P.1, 33,433,051 Class A-1 Units held by Blackstone Family Investment Partnership (Cayman) V L.P. and 2,319,426 Blackstone Participation Partnership (Cayman) V L.P. (collectively, the "Blackstone Funds"), as a result of the Blackstone Funds' ownership of interests in TDS Investor (Cayman) L.P., for each of which Blackstone LR Associates (Cayman) V Ltd. is the general partner having voting and investment power over the Class A-1 Units held or controlled by each of the Blackstone Funds. Messrs. Schorr and Brand are directors of Blackstone LR Associates (Cayman) V Ltd. and as such may be deemed to share beneficial ownership of the Class A-1 Units held or controlled by the Blackstone Funds. The address of Blackstone LR Associates (Cayman) V Ltd. and the Blackstone Funds is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(2)

Reflects beneficial ownership of 124,021,890 Class A-1 Units held by TCV VI (Cayman), L.P. and 978,110 Class A-1 Units held by TCV Member Fund (Cayman), L.P. (collectively, the "TCV Funds"), both funds fully owned by Technology Crossover Ventures. The address of Technology Crossover Ventures and the TCV Funds is c/o Technology Crossover Ventures, 528 Ramona Street, Palo Alto, California 94301.

(3)

The address of OEP TP Ltd. is c/o One Equity Partners, 320 Park Avenue, 18th Floor, New York, NY 10022.

(4)

The units of TDS Investor (Cayman) L.P. consist of Class A-1 and Class A-2 Units. As of March 1, 2008, all of the issued and outstanding Class A-1 Units were held by the Blackstone Funds, the TCV Funds and OEP TP Ltd. Certain of our executive officers hold Class A-2 Units, which generally have the same rights as Class A-1 Units, subject to restrictions and put and call rights applicable only to units held by employees. In addition, all our executive officers hold restricted equity units ("Restricted Equity Units"), which upon the occurrence of certain specified future events may convert into Class A-2 Units, which when converted will generally have the same rights as Class A-1 Units, subject to restrictions and put and call rights applicable only to units held by employees.

(5)

Does not include 15,696,041 Restricted Equity Units held by Mr. Clarke.

(6)

Does not include 4,699,724 Restricted Equity Units held by Mr. Rescoe.

(7)

Does not include 6,203,263 Restricted Equity Units held by Mr. Wilson.

(8)

Does not include 5,197,253 Restricted Equity Units held by Mr. Esterow.

(9)

Includes 607,012 Class A-2 Units held by Mr. Bourke's children, for which Mr. Bourke disclaims beneficial ownership. Does not include 3,205,042 Restricted Equity Units held by Mr. Bourke.

(10)

Mr. Schorr, a director of the Company and TDS Investor (Cayman) L.P., is a Senior Managing Director of The Blackstone Group. Amounts disclosed for Mr. Schorr are also included in the amounts disclosed for the Blackstone Funds. Mr. Schorr disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds.

(11)

Mr. Brand, a director of the Company and TDS Investor (Cayman) L.P., is a Principal of The Blackstone Group. Amounts disclosed for Mr. Brand are also included in the amounts disclosed for the Blackstone Funds. Mr. Brand disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds.

(12)

Mr. Griffith, a director of the Company and TDS Investor (Cayman) L.P., is a General Partner of Technology Crossover Ventures. Amounts disclosed for Mr. Griffith are also included in the amounts disclosed for the TCV Funds. Mr. Griffith disclaims beneficial ownership of any shares owned directly or indirectly by the TCV Funds.

(13)

Mr. Weinberg, a director of the Company and TDS Investor (Cayman) L.P., is a senior operating partner of One Equity Partners. Amounts disclosed for Mr. Weinberg are also included in the amounts disclosed for OEP TP Ltd. Mr. Weinberg disclaims beneficial ownership of any shares owned directly or indirectly by OEP TP Ltd.

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(14)

Shares beneficially owned by the Blackstone Funds, the TCV Funds and OEP TP Ltd. have been excluded for purposes of the presentation of directors and executive officers as a group. Does not include 36,188,242 restricted equity units held by our executive officers.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        Transaction and Monitoring Fee Agreement.    On August 23, 2006, we entered into a Transaction and Monitoring Fee Agreement with an affiliate of Blackstone and an affiliate of TCV. Pursuant to the Transaction and Monitoring Fee Agreement, in consideration of Blackstone and TCV having undertaken the financial and structural analysis, due diligence investigations, other advice and negotiation assistance in connection with the Acquisition and the financing thereof, we paid a transaction and advisory fee of $45,000,000 to an affiliate of Blackstone and an affiliate of TCV on closing of the Acquisition. Such fee was divided between the affiliate of Blackstone and the affiliate of TCV according to the pro rata equity contribution of their respective affiliates in the Acquisition.

In addition, we appointed an affiliate of Blackstone and an affiliate of TCV as our advisers to render monitoring, advisory and consulting services during the term of the Transaction and Monitoring Fee Agreement. In consideration for such services, we agreed to pay the affiliate of Blackstone and the affiliate of TCV an annual monitoring fee (the "Monitoring Fee") equal to the greater of $5 million or 1% of adjusted EBITDA (as defined in our senior secured credit agreement). The Monitoring Fee was agreed to be divided among the affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the time any payment is made.

Pursuant to the Transaction and Monitoring Fee Agreement, the affiliate of Blackstone and the affiliate of TCV may elect at any time in connection with or in anticipation of a change of control or an initial public offering of the Company to receive, in lieu of annual payments of the Monitoring Fee, a single lump sum cash payment (the "Lump Sum Fee") equal to the then present value of all then current and future Monitoring Fees payable to the affiliate of Blackstone and the affiliate of TCV under the Transaction and Monitoring Fee Agreement. The Lump Sum Fee was agreed to be divided between the affiliate of Blackstone and the affiliate of TCV according to their respective beneficial ownership interests in the Company at the time such payment is made.

On December 31, 2007, we received a notice from Blackstone and TCV electing to receive, in lieu of annual payments of the Monitoring Fee, a Lump Sum Fee in consideration of the termination of the appointment of Blackstone and TCV to render services pursuant to the Transaction and Monitoring Fee Agreement as of the date of such notice. The Lump Sum Fee was agreed to be an amount equal to approximately $57.5 million. The Lump Sum Fee is payable as originally provided in the Transaction and Monitoring Fee Agreement.

We agreed to reimburse the affiliates of Blackstone and the affiliates of TCV for out-of-pocket expenses incurred in connection with the Transaction and Monitoring Fee Agreement and to indemnify such entities for losses relating to the services contemplated by the Transaction and Monitoring Fee Agreement and the engagement of the affiliate of Blackstone and the affiliate of TCV pursuant to the Transaction and Monitoring Fee Agreement.

        Investment and Cooperation Agreement.    On December 7, 2006, we entered into an Investment and Cooperation Agreement with an affiliate of OEP. Pursuant to the Investment and Cooperation Agreement, OEP became subject to and entitled to the benefits of the Transaction and Monitoring Fee Agreement so that, to the extent that any transaction or management fee becomes payable to an affiliate of Blackstone or an affiliate of TCV, OEP will be entitled to receive its pro rata portion of any such fee (based on relative equity ownership in the Company). Accordingly, any Monitoring Fees or Lump Sum Fee will be divided among the affiliates of Blackstone, TCV and OEP according to their respective beneficial ownership interests in the Company at the time any such payment is made.

93

        Shareholders Agreements.    In connection with the Acquisition, TDS Investor (Cayman) L.P., our ultimate parent company, entered into a Shareholders Agreement with affiliates of Blackstone and TCV. On October 13, 2006, this Shareholders Agreement was amended to add a TCV affiliate as a shareholder. The Shareholders Agreement contains agreements among the parties with respect to the election of our directors and the directors of our parent companies, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, other special corporate governance provisions (including the right to approve various corporate actions) and registration rights (including customary indemnification provisions).

        Blackstone Financial Advisory Letter Agreement.    On August 20, 2007, we entered into a letter agreement with an affiliate of Blackstone pursuant to which Blackstone agreed to provide us financial advisory services in connection with certain of our strategic acquisitions and divestitures. For such services, we agreed to pay Blackstone an initial retainer fee of $1,000,000 on signing of the letter agreement and an additional transaction fee equal to an agreed percentage of the aggregate consideration received or paid by us in the transaction. The transaction fees payable by us are limited to $4 million, of which $3 million was paid by us in 2007. In addition, we agreed to reimburse affiliates of Blackstone for out-of-pocket expenses incurred in connection with services provided under the letter agreement and to indemnify affiliates of Blackstone for losses relating to its engagement as a financial advisor under the letter agreement.

        Transaction Fee Agreement.    On September 20, 2007, we entered into a Transaction Fee Agreement with affiliates of Blackstone, TCV and OEP. Pursuant to the Transaction Fee Agreement, in consideration of Blackstone, TCV and OEP having undertaken the financial and structural analysis, due diligence investigations, other advice and negotiation assistance in connection with the acquisition of Worldspan and the financing thereof, we paid a one-time transaction and advisory fee of $14,000,000 to affiliates of Blackstone, TCV and OEP on closing of the Worldspan acquisition. Such fee was divided among Blackstone, TCV and OEP according to the pro rata beneficial equity ownership of their respective affiliates in the Company. We agreed to reimburse affiliates of Blackstone, TCV and OEP for out-of-pocket expenses incurred in connection with the Transaction Fee Agreement and to indemnify affiliates of Blackstone, TCV and OEP for losses relating to the Transaction Fee Agreement.

        Sale of Travelport India Service Organization.    On November 29, 2007, we entered into a sale and purchase agreement with Blackstone GPV Capital Partners (Mauritius) V-G Holdings Limited, an affiliate of Blackstone, for the sale of our two business process outsourcing companies based in India, called the India Service Organization ("ISO"). The sale was completed on November 30, 2007. We received an aggregate purchase price of approximately $40 million. Under certain circumstances, we will be entitled to an earnout payment from the buyer on the second anniversary of the sale. The sale and purchase agreement contained customary representations, warranties, covenants and indemnities for a transaction of this type.

        Orbitz Worldwide.    After our internal restructuring on October 31, 2007, we owned less than 50% of the outstanding common stock of Orbitz Worldwide, and, as a result, Orbitz Worldwide ceased to be our consolidated subsidiary. We have various commercial arrangements with Orbitz Worldwide, and under those commercial agreements with Orbitz Worldwide, we earned approximately $66.1 million of revenue and recorded approximately $64.8 million of expense in 2007. We also have a transition services agreement with Orbitz Worldwide under which we provide Orbitz Worldwide with certain insurance, human resources and employee benefits, payroll, tax, communications, information technology and other services that were shared by the companies prior to Orbitz Worldwide's initial public offering. We recorded approximately $4.3 million of revenue under the transition services agreement in 2007. In addition, in December 2007, in connection with our sale of the ISO discussed above, we paid an incentive fee of $5 million to Orbitz Worldwide for entering into an amended service agreement to continue using the services of the ISO.

94

        Commercial Transactions with Other Blackstone Portfolio or Affiliated Companies.    Blackstone has ownership interests in a broad range of companies and has affiliations with other companies. We have entered into commercial transactions in the ordinary course of our business with these companies, including the sale of goods and services and the purchase of goods and services. For example, in 2007, we received approximately $18.1 million in GDS booking fees from Hilton Hotels Corporation, a Blackstone portfolio company. Other than as described herein, none of these transactions or arrangements is of great enough value to be considered material.

        Review, Approval or Ratification of Related Person Transactions.    Our Audit Committee is responsible for the review, approval or ratification of "related-person transactions" between us or our subsidiaries and related persons. "Related person" refers to a person or entity who is, or at any point since the beginning of the last fiscal year was, a director, officer, nominee for director, or 5% stockholder of us and their immediate family members. Our Audit Committee does not have a written policy regarding the approval of related-person transactions. The Audit Committee applies its review procedures as a part of its standard operating procedures. In the course of its review and approval or ratification of a related-person transaction, the Audit Committee considers:

•

the nature of the related-person's interest in the transaction;



•

the material terms of the transaction, including the amount involved and type of transaction;



•

the importance of the transaction to the related person and to us;



•

whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and



•

any other matters the Audit Committee deems appropriate.

Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee at which the transaction is considered.

        Director Independence.    As a privately-held company, we are not required to have independent directors on our Board of Directors. None of our directors is independent. In addition, none of the directors on our Audit Committee, Compensation Committee and Executive Committee are independent directors.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

        Principal Accounting Firm Fees.    Fees billed to us by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the "Deloitte Entities") during the years ended December 31, 2007 and 2006 were as follows:

        Audit Fees.    The aggregate fees billed for the audit of our annual financial statements during the years ended December 31, 2007 and 2006 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q and for other attest services primarily related to financial accounting consultations, comfort letters and consents related to SEC and other registration statements, regulatory and statutory audits and agreed-upon procedures were approximately $6.7 million and $4.3 million, respectively.

        Audit-Related Fees.    The aggregate fees billed for audit-related services during the fiscal years ended December 31, 2007 and 2006 were approximately $12.9 million and $0.5 million, respectively. These fees relate primarily to due diligence pertaining to acquisitions, audits for dispositions of subsidiaries and related registration statements, audits of employee benefit plans

95

and accounting consultation for contemplated transactions for the fiscal years ended December 31, 2007 and December 31, 2006.

        Tax Fees.    The aggregate fees billed for tax services during the fiscal years ended December 31, 2007 and 2006 were approximately $2.9 million and $0.7 million, respectively. These fees relate to tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2007 and December 31, 2006.

        All Other Fees.    The aggregate fees billed for other fees during the fiscal years ended December 31, 2007 and December 31, 2006 were approximately $5.5 million and $1.1 million, respectively. These fees relate primarily to project management services and due diligence.

Our Audit Committee considered the non-audit services provided by the Deloitte Entities and determined that the provision of such services was compatible with maintaining the Deloitte Entities' independence. Our Audit Committee also adopted a policy prohibiting the Company from hiring the Deloitte Entities' personnel at the manager or partner level, who have been directly involved in performing auditing procedures or providing accounting advice to us, in any role in which such person would be in a position to influence the contents of our financial statements.

Our Audit Committee is responsible for appointing our independent auditor and approving the terms of the independent auditor's services. Our Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services to be provided by the independent auditor, as described below.

All services performed by the independent auditor in 2007 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee at its December 15, 2006 meeting. This policy describes the permitted audit, audit-related, tax and other services (collectively, the "Disclosure Categories") that the independent auditor may perform. The policy requires that prior to the beginning of each fiscal year, a description of the services (the "Service List") anticipated to be performed by the independent auditor in each of the Disclosure Categories in the ensuing fiscal year be presented to the Audit Committee for approval.

Any requests for audit, audit-related, tax and other services not contemplated by the Service List must be submitted to the Audit Committee for specific pre-approval, except for de minimis amounts under certain circumstances as described below, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the authority to grant specific pre-approval between meetings may be delegated to one or more members of the Audit Committee. The member or members of the Audit Committee to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit services under certain circumstances. No services were provided by the Deloitte Entities during 2007 and 2006 under such provision.

96

PART IV

ITEM 15.    EXHIBITS, FINANCIALS STATEMENT SCHEDULES.

ITEM 15(A)(1)    FINANCIAL STATEMENTS

        See Financial Statements and Financial Statements Index commencing on page F-1 hereof.

ITEM 15(A)(3)    EXHIBITS

        See Exhibits Index commencing on page G-1 hereof.

97

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRAVELPORT LIMITED
By:	/s/  WILLIAM J. SEVERANCE William J. Severance Senior Vice President and Chief Accounting Officer

Date: March 11, 2008

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JEFF CLARKE (Jeff Clarke)	President, Chief Executive Officer and Director	March 11, 2008
/s/  MICHAEL E. RESCOE (Michael E. Rescoe)	Executive Vice President and Chief Financial Officer	March 11, 2008
/s/  PAUL C. SCHORR IV (Paul C. Schorr IV)	Chairman of the Board and Director	March 11, 2008
/s/  MARTIN BRAND (Martin Brand)	Director	March 11, 2008
/s/  WILLIAM J.G. GRIFFITH (William J.G. Griffith)	Director	March 11, 2008
/s/  DAVID WEINBERG (David Weinberg)	Director	March 11, 2008

98

TRAVELPORT LIMITED

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Statements of Operations for the year ended December 31, 2005, for the period January 1, 2006 to August 22, 2006, the period July 13, 2006 (Formation Date) to December 31, 2006 and the year ended December 31, 2007	F-3
Balance Sheets as of December 31, 2006 and 2007	F-4
Statements of Cash Flows for the year ended December 31, 2005, for the period January 1, 2006 to August 22, 2006, the period July 13, 2006 (Formation Date) to December 31, 2006 and the year ended December 31, 2007	F-5
Statements of Changes in Shareholders' Equity for the year ended December 31, 2005, for the period January 1, 2006 to August 22, 2006, the period July 13, 2006 (Formation Date) to December 31, 2006 and the year ended December 31, 2007	F-7
Notes to Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Travelport Limited

        We have audited the accompanying consolidated balance sheet of Travelport Limited and subsidiaries (the "Company") as of December 31, 2006 and 2007, and the related consolidated statements of operations, changes in shareholders' equity and cash flows for the period from July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007. We have also audited the combined statements of operations, changes in shareholders' equity and cash flows of the Travelport Business of Avis Budget Group, Inc. (formerly Cendant Corporation) (the "Predecessor") for the year ended December 31, 2005 and the period from January 1, 2006 through August 22, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        As discussed in Note 1 to the financial statements, the Company was formed on July 13, 2006 and the Travelport Businesses of Avis Budget Group, Inc. have been consolidated with the Company since the date of acquisition on August 23, 2006. The financial statements for periods prior to August 23, 2006 include the financial condition, results of operations and cash flows for the Travelport Businesses of Avis Budget Group, Inc. on a predecessor basis.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Travelport Limited and subsidiaries as of December 31, 2006 and 2007, and the results of their operations and their cash flows for the period from July 13, 2006 (Formation Date) through December 31, 2006 and the year ended December 31, 2007, and such combined financial statements present fairly, in all material respects, the financial position of the Travelport Businesses of Avis Budget Group, Inc. as of December 31, 2005 and the results of their operations and their cash flows for the year ended December 31, 2005 and for the period from January 1, 2006 through August 22, 2006 in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 2 to the financial statements, in 2007 the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB No. 109 and changed its method of accounting for uncertainty for income taxes. Also as discussed in Note 19 to the financial statements, in 2007 the Company adopted Statement of Financial Accounting Standard No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans and changed its method of accounting for defined benefit pension and other postretirement plans.

/s/ Deloitte and Touche LLP

Parsippany, New Jersey
March 11, 2008

F-2

TRAVELPORT LIMITED

STATEMENTS OF OPERATIONS

(in millions)

	Predecessor (Combined)						Company (Consolidated)
	Year ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year ended December 31, 2007
Net revenue	$	2,385		$	1,693		$	823		$	2,780
Cost and expenses
Cost of revenue		997			715			374			1,167
Selling, general and administrative		839			645			342			1,286
Separation and restructuring charges		22			92			18			90
Depreciation and amortization		201			123			77			248
Impairment of long-lived assets		422			2,365			14			1
Other expense (income), net		(4	)		(7	)		—			2
Total costs and expenses		2,477			3,933			825			2,794
Operating loss		(92	)		(2,240	)		(2	)		(14	)
Interest expense, net		(27	)		(39	)		(150	)		(373	)
Loss from continuing operations before income taxes, minority interest and equity in losses of investments		(119	)		(2,279	)		(152	)		(387	)
(Provision) benefit for income taxes		76			116			(3	)		(41	)
Minority interest		—			—			—			3
Equity in losses of investments, net		(1	)		(1	)		(1	)		(4	)
Loss from continuing operations, net of tax		(44	)		(2,164	)		(156	)		(429	)
Loss from discontinued operations, net of tax		(6	)		(6	)		(2	)		(1	)
Gain (loss) from disposal of discontinued operations, net of tax		—			(6	)		8			(6	)
Net loss	$	(50	)	$	(2,176	)	$	(150	)	$	(436	)

See Notes to Financial Statements

F-3

TRAVELPORT LIMITED

BALANCE SHEETS

(in millions, except per share data)

		December 31, 2006			December 31, 2007
Assets
Current assets:
	Cash and cash equivalents	$	95		$	309
	Accounts receivable (net of allowances for doubtful accounts of $27 and $38)		440			416
	Deferred income taxes		13			9
	Other current assets		160			253
	Assets of discontinued operations		26			36
Total current assets			734			1,023
Property and equipment, net			508			541
Goodwill			2,143			1,746
Trademarks and tradenames			705			510
Other intangible assets, net			1,631			1,717
Investment in Orbitz Worldwide			—			364
Non-current deferred income taxes			34			3
Other non-current assets			381			236
Total assets		$	6,136		$	6,140
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	307		$	191
	Accrued expenses and other current liabilities		826			821
	Current portion of long-term debt		24			17
	Deferred income taxes		13			—
	Liabilities of discontinued operations		5			8
Total current liabilities			1,175			1,037
Long-term debt			3,623			3,751
Deferred income taxes			244			261
Tax sharing liability			125			—
Other non-current liabilities			200			203
Total liabilities			5,367			5,252
Commitments and contingencies (note 16)
Shareholders' equity:
Common shares $1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding and outstanding			—			—
Additional paid in capital			908			1,311
Accumulated deficit			(150	)		(587	)
Accumulated other comprehensive income			11			164
Total shareholders' equity			769			888
Total liabilities and shareholders' equity		$	6,136		$	6,140

See Notes to Financial Statements

F-4

TRAVELPORT LIMITED

STATEMENTS OF CASH FLOWS

(in millions)

			Predecessor (Combined)						Company (Consolidated)
			Year Ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year ended December 31, 2007
Operating activities of continuing operations
Net loss			$	(50	)	$	(2,176	)	$	(150	)	$	(436	)
Loss (income) from discontinued operations				6			12			(6	)		7
Loss from continuing operations				(44	)		(2,164	)		(156	)		(429	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities of continuing operations
		Depreciation and amortization		201			123			77			248
		Impairment of long-lived assets		422			2,365			14			1
		Deferred income taxes		(57	)		(111	)		(5	)		(24	)
		Provision for bad debts		(10	)		10			1			11
		Loss (gain) on sale of assets		(1	)		(9	)		—			3
		Amortization of debt issuance costs		—			—			17			40
		Unrealized losses on derivative instruments		—			—			11			—
		Non-cash charges related to Orbitz Worldwide tax sharing liability		16			14			5			12
		Non-cash stock based equity compensation		—			—			6			191
		Equity in losses of investments		1			1			1			4
		Minority interest		—			—			—			(3	)
Changes in assets and liabilities, net of effects from acquisitions and disposals
	Accounts receivable			(17	)		(84	)		97			56
	Other current assets			1			8			36			(12	)
	Accounts payable, accrued expenses and other current liabilities			18			152			(101	)		93
Other				21			(32	)		7			33
Net cash provided by operating activities of continuing operations				551			273			10			224
Investing activities of continuing operations
Property and equipment additions				(152	)		(100	)		(66	)		(104	)
Businesses acquired, net of cash acquired and acquisition related payments				(1,503	)		(20	)		(4,110	)		(1,074	)
Loan to Worldspan				—			—			(125	)		—
Net intercompany funding with Avis Budget				(482	)		199			—			—
Impact to cash from deconsolidation of Orbitz Worldwide				—			—			—			(49	)
Proceeds from asset sales				10			10			—			93
Other				4			(5	)		(9	)		(17	)
Net cash (used in) provided by investing activities of continuing operations				(2,123	)		84			(4,310	)		(1,151	)

F-5

TRAVELPORT LIMITED

STATEMENTS OF CASH FLOWS (Continued)

(in millions)

Financing activities of continuing operations
Proceeds from borrowings		350			1,900			3,603			1,647
Principal payments on borrowings		(50	)		(467	)		(1,789	)		(1,097	)
Repayment from (advance to) Avis Budget		—			(1,783	)		1,783			—
Proceeds from Orbitz Worldwide IPO		—			—			—			477
Capital contribution from Parent		—			—			—			135
Capital contribution from Avis Budget		1,703			—			—			—
Issuance of common stock		—			—			902			5
Dividends paid		(350	)		—			—			—
Payment for settlement of tax sharing liability		—			(32	)		—			—
Debt issuance costs		—			—			(105	)		(30	)
Net cash provided by (used in) financing activities of continuing operations		1,653			(382	)		4,394			1,137
Effect of changes in exchange rates on cash and cash equivalents		(36	)		8			2			4
Net increase (decrease) in cash and cash equivalents of continuing operations		45			(17	)		96			214
Cash provided by (used in) discontinued operations
Operating activities		(4	)		(10	)		3			5
Investing activities		5			3			(2	)		(3	)
Effects of exchange rate changes		(2	)		—			—			—
Cash (used in) provided by discontinued operations		(1	)		(7	)		1			2
Cash and cash equivalents at beginning of period		49			93			—			97
Cash and cash equivalents at end of period		93			69			97			313
Less cash of discontinued operations		(7	)		—			(2	)		(4	)
Cash and cash equivalents of continuing operations	$	86		$	69		$	95		$	309
Supplemental disclosure of cash flow information
Income tax payments, net	$	18		$	19		$	14		$	41
Interest payments	$	10		$	25		$	88		$	336
Non-cash forgiveness of debt	$	—		$	916		$	—		$	—

See Notes to Financial Statements

F-6

TRAVELPORT LIMITED

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in millions)

	Common Stock		Additional Paid In Capital			Accumulated Deficit			Avis Budget's Net Investment			Accumulated Other Comprehensive Income (Loss)			Total Shareholders' Equity
Predecessor
Balance as of January 1, 2005	$	—	$	—		$	—		$	4,975		$	37		$	5,012
Comprehensive loss:
Net loss		—		—			—			(50	)		—
Currency translation adjustment, net of tax of $(49)		—		—			—			—			(124	)
Unrealized gain on cash flow hedges, net of tax		—		—			—			—			2
Minimum pension liability adjustment, net of tax of $(4)		—		—			—			—			(8	)
Total comprehensive loss																(180	)
Capital contribution from Avis Budget		—		—			—			1,703			—			1,703
Dividends paid to Avis Budget		—		—			—			(350	)		—			(350	)
Balance as of December 31, 2005		—		—			—			6,278			(93	)		6,185
Comprehensive loss:
Net loss		—		—			—			(2,176	)		—
Currency translation adjustment, net of tax of $46		—		—			—			—			135
Unrealized losses on available for sale securities, net of tax		—		—			—			—			6
Unrealized losses on cash flow hedges, net of tax		—		—			—			—			(1	)
Total comprehensive loss																(2,036	)
Non-cash contribution of assets from Avis Budget		—		—			—			45			—			45
Non-cash forgiveness of inter-company debt with Avis Budget		—		—			—			(916	)		—			(916	)
Balance as of August 22, 2006	$	—	$	—		$	—		$	3,231		$	47		$	3,278
Company
Issuance of common stock	$	—	$	902		$	—		$	—		$	—		$	902
Equity-based compensation		—		6			—			—			—			6
Comprehensive loss:
Net loss		—		—			(150	)		—			—
Currency translation adjustment, net of tax of $3		—		—			—			—			20
Unrealized loss on cash flow hedges, net of tax of $(6)		—		—			—			—			(9	)
Total comprehensive loss																(139	)
Balance as of December 31, 2006		—		908			(150	)		—			11			769
Cumulative effect of adoption of an accounting principle—FIN 48		—		—			(1	)		—			—			(1	)
Balance as of January 1, 2007		—		908			(151	)		—			11			768
Issuance of common stock		—		5			—			—			—			5
Equity-based compensation		—		187			—			—			—			187
Capital contribution from Parent		—		135			—			—			—			135
Contributed surplus from sale of Orbitz Worldwide shares		—		188			—			—			—			188
Dividend of Orbitz Worldwide shares		—		(112	)		—			—			—			(112	)
Impact of adoption of SFAS 158, net of tax of $0		—		—			—			—			34			34
Comprehensive loss:
Net loss		—		—			(436	)		—			—
Currency translation adjustment, net of tax of $0		—		—			—			—			144
Unrealized loss on cash flow hedges, net of tax of $0		—		—			—			—			(13	)
Unrealized loss on equity investment													(11	)
Unrealized loss on available for sale securities, net of tax of $0		—		—			—			—			(1	)
Total comprehensive loss																(317	)
Balance as of December 31, 2007	$	—	$	1,311		$	(587	)	$	—		$	164		$	888

See Notes to Financial Statements

F-7

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS

(Unless otherwise noted, all amounts are in millions, except for share data)

1.    Basis of Presentation

        Travelport Limited (hereafter "Travelport" or "the Company") is a Bermuda company formed on July 13, 2006 for the purpose of acquiring the Travelport businesses of Avis Budget Group, Inc. (formerly Cendant Corporation). Travelport is one of the world's largest services companies serving the travel industry. It operates 20 leading brands including Galileo and Worldspan global distribution systems ("GDS") and Gulliver's Travel Associates ("GTA"), a wholesaler of travel content. The Company has approximately 6,000 employees and operates in 145 countries. Travelport is a private company owned by affiliates of The Blackstone Group ("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto, California, One Equity Partners ("OEP") of New York and Travelport management.

        On August 21, 2007, the Company acquired 100% of Worldspan Technologies Inc. ("Worldspan") for approximately $1.3 billion in cash and other consideration. Worldspan is a provider of electronic distribution of travel information services serving customers in more than 60 countries worldwide and its results are included as part of the Company's GDS segment from the acquisition date forward. Refer to Note 5—Acquisitions for additional information.

        The Company was the sole owner of Orbitz Worldwide, Inc. ("Orbitz Worldwide") until July 25, 2007 when Orbitz Worldwide sold approximately 41% of its shares of common stock upon completing its initial public offering. The Company continued to consolidate the results of Orbitz Worldwide until October 31, 2007 when, pursuant to an internal restructuring, the Company transferred approximately 11% of the outstanding shares in Orbitz Worldwide to the Company's direct parent. As a result of these transactions, effective as of October 31, 2007 the Company no longer consolidates Orbitz Worldwide, and accounts for its investment in Orbitz Worldwide under the equity method of accounting. Refer to Note 3—Orbitz Worldwide Transactions for additional information.

        On August 23, 2006, Travelport completed the acquisition of the Travelport businesses of Avis Budget Group, Inc. (formerly, Cendant Corporation) ("Avis Budget") for a total purchase price of approximately $4,100 million, which was funded with $900 million of equity contributions from the owners as well as debt proceeds from the issuance of $2,200 million in term loans under a new senior secured credit facility, the issuance of $899 million of senior notes and the issuance of $504 million of senior subordinated notes (the "Acquisition"). Prior to the Acquisition, the Company's operations were limited to the formation of the Company and entering into derivative transactions related to the debt that was subsequently issued. As a result, the Travelport businesses of Avis Budget are considered a predecessor company (the "Predecessor") to Travelport. The financial statements as of December 31, 2006 and for the period July 13, 2006 (Formation Date) through December 31, 2006 include the financial condition, results of operations and cash flows for Travelport on a successor basis, reflecting the impact of the purchase price allocation. The financial statements for periods prior to August 23, 2006 include the financial condition, results of operations and cash flows for the Travelport businesses of Avis Budget on a predecessor basis, reflecting the historical carrying values of the Travelport businesses of Avis Budget.

        The Travelport businesses of Avis Budget represent a combined reporting entity comprised of the assets and liabilities used in managing and operating the travel distribution services businesses of Avis Budget. The Travelport businesses of Avis Budget include Cendant Travel Distribution Services Group, Inc., its subsidiaries, certain technologies contained in WizCom International, Inc., a subsidiary of Avis Budget, and the entities in which Travelport directly or indirectly has a controlling financial interest.

F-8

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

1.    Basis of Presentation (Continued)

        The Predecessor's combined results of operations, financial position and cash flows may not be indicative of the Company's future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Company operated as a separate, stand-alone entity during the periods presented, including changes in its operations and capitalization as a result of the separation from Avis Budget.

        Certain corporate and general and administrative expenses, including those related to executive management, information technology, tax, insurance, accounting, legal and treasury services and certain employee benefits have been allocated by Avis Budget to the Predecessor based on forecasted revenue. Management believes such allocations are reasonable. However, the associated expenses recorded by the Predecessor in the accompanying combined statements of operations may not be indicative of the actual expenses that would have been incurred had the Predecessor been operating as a separate, standalone entity. Subsequent to the Acquisition, the Company performs these functions using internal resources or purchased services, although certain of these services are provided by Avis Budget during a transitional period pursuant to a transition services agreement. Refer to Note 21—Related Party Transactions for a detailed description of the transactions with Avis Budget.

Business Description

        Effective January 1, 2007, the Company reorganized its operations under the following three business segments:

GDS—Comprised of the electronic travel distribution services of Galileo and, as of August 21, 2007, of Worldspan. Our GDS connects travel suppliers to travel agencies, who in turn distribute travel and travel-related products and services to their customers. In addition, our GDS includes IT services and software business, which provides hosting solutions and IT software subscription services to airlines, supplier services offerings, Global Fares and Shepherd Systems.

GTA—Comprised of Gullivers Travel Associates, a wholesaler of accommodation and destination services, and Octopus Travel, which provides travel products and services largely to affiliate business partners, such as airlines, financial institutions and travel portals, and services directly to consumers.

Orbitz Worldwide—Comprised of businesses that offer travel products and services directly to consumers, largely through online travel agencies, including Orbitz Worldwide, CheapTickets, ebookers, HotelClub, RatesToGo, and Orbitz Worldwide's corporate travel businesses. Effective October 31, 2007, Travelport no longer consolidates the results of Orbitz Worldwide.

2.    Summary of Significant Accounting Policies

Consolidation Policy

        The Company's consolidated financial statements include the accounts of Travelport, Travelport's wholly-owned subsidiaries, and entities for which Travelport controls a majority of the entity's outstanding common stock. The Company eliminated significant intercompany transactions and accounts in its consolidated financial statements.

        Effective October 31, 2007, the Company no longer consolidates Orbitz Worldwide and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

F-9

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

Revenue Recognition

        The Company provides global distribution and computer reservation services, offers retail consumer and corporate travel agency services through its online travel agencies and provides travel marketing information to airline, car rental and hotel clients as described below.

Distribution Revenue

        The Company provides travel agencies, internet sites and other subscribers with the ability to access schedule and fare information, book reservations and print tickets for air travel. The Company also provides subscribers with information and booking capability covering car rentals and hotel reservations at properties throughout the world. Such distribution services are provided through the use of GDS. As compensation for services provided, fees are collected, on a per segment basis, from airline, car rental, hotel and other travel-related suppliers for reservations booked through the Company's GDSs. Revenue for air travel reservations is recognized at the time of the booking of the reservation, net of estimated cancellations. Cancellations are estimated based on the historical level of cancellations, which have not been significant. Revenue for car and hotel reservations is recognized upon fulfillment of the reservation. The timing of the recognition of car and hotel reservation revenue reflects the difference in the contractual rights related to such services as compared to the airline reservation services.

        The Company provides the components of packaged vacations to travel agencies, primarily through GTA, which the travel agencies sell to individual travelers or groups of travelers. Services include reservation services provided by GTA for hotel, ground transportation and other travel related services, exclusive of airline reservations. The components of the packaged vacations are based on the specifications requested by the travel agencies. The revenue generated from the sale of packaged vacation components is recognized upon departure of the individual traveler or the group of travelers, as the Company has performed all services for the travel agency at that time and the travel agency is the tour operator and provider of the packaged vacation.

        The Company provides travel agency services to corporations as well as technology solutions to airlines. Such revenues are recognized as the services are performed.

Consumer Revenue

        The Company provides airline, car rental, hotel and other travel reservation and fulfillment services to its customers through its network of travel brands, including its online brands Orbitz, CheapTickets, ebookers, HotelClub and RatesToGo. These products and services are offered on a stand-alone and packaged basis, primarily through the agency and merchant business models. Revenue recognition for the components of a package is based upon the nature of each separate component, as disclosed below. Primarily all the consumer revenue of the Company is recorded within the Orbitz Worldwide segment, which was deconsolidated as of October 31, 2007.

        Under the agency model, the Company passes reservations booked by its consumers to the travel provider. The Company receives commissions or fees from the travel provider and/or traveler, and may also receive fees from companies operating computer systems through which the reservations are booked. The associated revenues are recognized as the commission and fess are earned.

F-10

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

        Under the merchant model, the Company negotiates with suppliers for access to travel content at negotiated net rates. The Company facilitates the booking of those travel products and services by consumers, either on a stand-alone basis or as part of a packaged combination of products, at a price that includes an amount sufficient to pay the travel supplier the net rate along with an estimate of the amount of any occupancy and other local taxes, plus an additional amount the Company charges for service fees. Consumers pay for merchant transactions prior to departing on their trip, generally when the reservation is booked, and such amounts are included in accrued travel supplier payments and deferred revenue until the reservation is utilized. The Company generally does not have purchase obligations for any unsold inventory. The Company records revenue on a net basis, based upon the amount collected from consumers net of all amounts paid to suppliers. The Company accrues for the estimated amount of the supplier invoice, at the time revenue is recognized. In certain cases, the actual amount owed differs from the estimated amount, and the difference is recognized as an adjustment to revenue.

Air Revenue

        Agency air revenue is derived from supplier transaction fees, consumer service fees, reservation system booking incentives, and transaction fees and is generally recorded when the reservation is made and secured with a credit card, net of estimated future cancellations. A portion of supplier transaction fees is based upon contractual agreements, while the remainder is determined by the individual airlines.

        Merchant air revenue, whereby the Company determines the ticket price, is recognized when the Company's obligations are met, which generally occurs when payment is received and the travel voucher is issued to the consumer.

        The Company receives booking incentives under access agreements with reservation system providers for travel bookings made through the providers' systems. The level of incentives earned is based on contractual agreements and increases based on annual volume of bookings. These incentives are collected monthly, based on estimated annual volumes, but are recognized as revenue at the time of booking based on the applicable contractual rate and volume achieved to date.

Non-Air Travel Revenue

        Non-air travel revenue is derived from supplier transaction fees and reservation system booking incentives relating to lodging, car rental, cruise, and vacation reservation services. The Company generally recognizes supplier transaction fees upon utilization of the reservation by the consumer, and reservation system booking incentives upon notification of entitlement. Merchant hotel and car booking revenue, whereby the Company determines the price, are recorded upon utilization of the reservation by the consumer.

Advertising and Other Revenue

        Other revenue is primarily comprised of revenue from advertising, sponsor links on the Company's websites and commissions from sales of various third party travel-related products on the Company's websites. Advertising revenue is derived primarily from the delivery of advertisements on the Company's websites and is recognized either on display of each individual advertisement or ratably over the advertising period, depending on the terms of the advertising contract. Revenues from sponsor links is recognized upon notification of entitlement from the alliance partner.

F-11

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

Cost of Revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, including commissions and costs incurred for third-party national distribution companies ("NDCs"), financial incentives paid to travel agencies who subscribe to the Companys' GDSs, and costs for call center operations, data processing and related technology costs.

        In markets not supported by the Company's sales and marketing organizations, the Company utilizes an NDC structure, where feasible, in order to take advantage of the NDC's local market knowledge. The NDC is responsible for cultivating the relationship with subscribers in its territory, installing subscribers' computer equipment, maintaining the hardware and software supplied to the subscribers and providing ongoing customer support. The NDC earns a share of the booking fees generated in the NDC's territory.

        The Company enters into agreements with significant subscribers, which provide for incentives in the form of cash payments, equipment or other services at no charge. The amount of the incentive varies depending upon the expected volume of the subscriber's business. The Company establishes liabilities for these incentives and recognizes the related expense as the revenue is earned in accordance with the contractual terms. Where incentives are provided at inception, the Company defers and amortizes the expense over the life of the contract.

        Technology management costs, data processing costs, and telecommunication costs included in cost of revenue consist primarily of internal system and software maintenance fees, data communications and other expenses associated with operating the Company's Internet sites and payments to outside contractors.

Allowance for Doubtful Accounts

        The Company's trade receivables are reported in the balance sheets net of allowance for doubtful accounts. The Company provides for estimated bad debts based on its assessment of the ultimate realizability of receivables, considering historical collection experience, the economic environment and specific customer information. When the Company determines that an account is not collectible, the account is written-off to the allowance for doubtful accounts. Bad debt expense (benefit) is recorded in selling, general and administrative expenses on the statements of operations and amounted to $(10) million, $10 million, $1 million, and $11 million and for the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007, respectively. The Predecessor recorded a benefit of $10 million to bad debt expense in 2005 primarily as a result of collections on customer accounts in 2005 which were specifically reserved for in prior years and improved collection patterns.

Advertising Expense

        Advertising costs are expensed in the period incurred and include online marketing costs such as search and banner advertising, and offline marketing such as television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the statements of operations, was approximately $249 million, $201 million, $96 million, and $288 million and for the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007, respectively.

F-12

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

Income Taxes

        The provision for income taxes is determined in accordance with Statement of Financial Accounting Standard ("SFAS") No. 109 "Accounting for Income Taxes" using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. However, if the valuation allowance is adjusted in connection with an acquisition, such adjustment is recorded through goodwill rather than the provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on estimated future taxable income. A change in the Company's estimate of future taxable income may require an addition or reduction to the valuation allowance.

        The Predecessor's operations were included in the consolidated federal tax return of Avis Budget up to the date of Acquisition. In addition, the Predecessor has filed consolidated, combined and unitary state income tax returns with Avis Budget in jurisdictions where required or permitted. The provision for income taxes was computed as if the Predecessor filed its federal, state and foreign income tax returns on a stand-alone basis and, therefore, determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the tax rates of the Predecessor on a stand-alone basis.

        In June 2006, the FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to not be sustained upon audit by the relevant authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has adopted the provisions of FIN 48 effective January 1, 2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $22 million. As the conditions resulting in a portion of this liability arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately $21 million. The application of FIN 48 decreased opening accumulated deficit, by approximately $1 million. In conjunction with the adoption of FIN 48, the Company has classified uncertain tax positions as non-current other liabilities unless expected to be paid within one year. Liabilities expected to be paid within one year are included in accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued expenses and other current liabilities and non-current other liabilities accounts.

F-13

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

        The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Derivative Instruments

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

        All derivatives are recorded at fair value either as assets or liabilities. Changes in fair value of the derivative and the hedged item are recognized currently in earnings as a component of net revenues, cost of revenue or selling, general and administrative expenses, based upon the nature of the hedged item, in the statements of operations. Changes in fair value of derivatives not designated as hedging instruments are recognized currently in earnings in the statements of operations. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments is recorded as a component of other comprehensive income. The ineffective portion is reported currently in earnings in the statements of operations. Amounts included in other comprehensive income are reflected in earnings in the same period during which the hedged cash flows affect earnings.

Property and Equipment

        Property and equipment (including leasehold improvements) are recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization expense on the statements of operations, is computed using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of the estimated benefit period of the related assets or the lease term. Useful lives are up to 30 years for buildings, up to 20 years for leasehold improvements, from 3 to 10 years for capitalized software and from 3 to 7 years for furniture, fixtures and equipment.

        The Company capitalizes the costs of software developed for internal use in accordance with Statement of Position No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis when such software is substantially ready for use.

Impairment of Long-Lived Assets

        In connection with SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), the Company is required to assess goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company assesses goodwill for possible impairment by comparing the carrying value of its reporting units to their fair values. The Company determines the fair value of its reporting units utilizing estimated future discounted cash flows and incorporates assumptions that it believes marketplace participants would utilize. The Company uses comparative market multiples and other factors to corroborate the discounted cash flow results, if available. Other indefinite-lived intangible assets are tested for impairment and written down to fair value, in accordance with SFAS No. 142.

F-14

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

        The Company evaluates the recoverability of its other long-lived assets, including amortizing intangible assets, if circumstances indicate impairment may have occurred pursuant to SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the statements of operations.

        The Company performs its annual impairment testing in the fourth quarter of each year subsequent to completing its annual forecasting process or more frequently if circumstances indicate impairment may have occurred. See Note 6—Impairment of Long Lived Assets for additional information.

Accumulated Other Comprehensive Income (Loss)

        Accumulated other comprehensive income (loss) consists of accumulated foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments related to foreign currency and interest rate hedge transactions, additional minimum pension liabilities and unrealized gains and losses on marketable securities classified as available-for-sale. Foreign currency translation adjustments exclude income taxes related to indefinite investments in foreign subsidiaries. Assets and liabilities of foreign subsidiaries having non-U.S.-dollar functional currencies are translated at exchange rates at the balance sheet dates. Revenue and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of hedging gains or losses and taxes, are included in accumulated other comprehensive income on the balance sheets. Gains or losses resulting from foreign currency transactions are not significant and are included in earnings as a component of net revenues, cost of revenues or selling, general and administrative expenses, based upon the nature of the underlying transaction, in the statements of operations. The effect of exchange rates on cash balances denominated in foreign currency is included as a separate component on the statements of cash flows.

Equity-Based Compensation

        The Company introduced an equity-based long term incentive plan in 2006 after the Acquisition for the purpose of retaining certain key employees. Under this program, key employees were granted restricted equity units and partnership interests in the partnership which controls the Company.

        In addition, certain employees of the Predecessor previously participated in Avis Budget's equity-based payment programs. All outstanding stock options and restricted stock units of Avis Budget Group, Inc. vested in July 2006.

        The Company records compensation expense related to its equity-based compensation plan under SFAS No. 123R "Share Based Payment". The Company and the Predecessor expensed all employee equity-based compensation over their vesting period based upon the fair value of the award on the date of grant. The equity-based compensation expense is included as a component of equity on the consolidated balance sheet as the ultimate payment of such awards will not be achieved through use of the Company's cash or other assets.

F-15

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

Use of Estimates

        The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates.

        The Company's accounting policies, which include significant estimates and assumptions, include estimation of the collectibility of accounts receivables, including amounts due from airlines that are in bankruptcy or who have faced financial difficulties, amounts for future cancellations of airline bookings processed through the GDSs, determination of the fair value of assets and liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of intangible assets and goodwill, discount rates and rates of return effecting the calculation of the assets and liabilities associated with employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company's tax assets and liabilities.

Recently Issued Accounting Pronouncements

        In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141(R) "Business Combinations", ("SFAS No. 141(R)"). The standard replaces certain aspects of SFAS No. 141 Business Combinations, including the cost allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS No. 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141(R) is effective for acquisitions occurring after January 1, 2009. The Company is currently evaluating the impact of the adoption of this statement on its financial statements.

        In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interest in Consolidated Financial Statements" ("SFAS No. 160"). SFAS No. 160 requires noncontrolling interests to be separately labeled and classified as part of equity and requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. SFAS No. 160 also clarifies the accounting and reporting for deconsolidation of a subsidiary. The provisions of this statement are effective for periods beginning January 1, 2009. The Company is currently evaluating the impact of the adoption of this statement on its financial statements.

        In February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities", ("SFAS No. 159") providing companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The standard requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the Company's choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective for the Company on January 1, 2008. The Company is currently evaluating the impact of the adoption of this statement on its financial statements.

F-16

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

2.    Summary of Significant Accounting Policies (Continued)

        In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157") which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company will adopt SFAS No. 157 on January 1, 2008, as required, and is currently evaluating the impact of such adoption on its financial statements.

3.    Orbitz Worldwide Transactions

Initial Public Offering

        On July 25, 2007, the Company's then subsidiary, Orbitz Worldwide, Inc., completed an initial public offering (the "Orbitz Worldwide IPO") of 41% of its shares of common stock for net proceeds of approximately $477 million. Orbitz Worldwide used the net proceeds from the Orbitz Worldwide IPO and $530 million from term loan borrowings under its new senior secured credit facility to repay indebtedness it owed to the Company and to pay the Company a dividend. As part of a broader reorganization, the Company reflected the resulting gain of $188 million as an increase to shareholders' equity. The gain reflects the difference in the net book value of Orbitz Worldwide prior to the Orbitz Worldwide IPO and the value of the stock issued in the Orbitz Worldwide IPO.

Investment in Orbitz Worldwide

        On October 31, 2007, pursuant to an internal restructuring, the Company transferred approximately 9.1 million shares, or approximately 11% of the then outstanding shares of Orbitz Worldwide, to the Company's direct parent. No shares of Orbitz Worldwide were sold. As a result of this transaction, the Company no longer consolidates Orbitz Worldwide, effective October 31, 2007, and accounts for its investment in Orbitz Worldwide under the equity method of accounting.

        The Company's financial statements for all periods prior to October 31, 2007 reflect the results of Orbitz Worldwide on a consolidated basis. The Company's financial statements as of December 31, 2006 include a $135 million tax sharing liability, $10 million of which is included in accrued expenses and other current liabilities, that relates to an agreement between Orbitz Worldwide and its former owners or their affiliates governing the allocation of tax benefits.

        The Company's Statement of Operations includes the following results of operations for Orbitz Worldwide for the following periods:

	Predecessor (Combined)						Company (Consolidated)
	Year Ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Ten Months Ended October 31, 2007
Net revenue	$	692		$	521		$	248		$	743
Operating expenses		1,096			841			247			686
Operating income (loss)		(404	)		(320	)		1			57
Interest expense, net		(25	)		(21	)		(9	)		(72	)
Loss from continuing operations before income taxes	$	(429	)	$	(341	)	$	(8	)	$	(15	)

F-17

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

3.    Orbitz Worldwide Transactions (Continued)

        Net revenue includes $39 million, $37 million, $19 million and $65 million of intersegment revenue earned primarily from GDS for the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006 and July 13, 2006 (Formation Date) through December 31, 2006 and the ten months ended October 31, 2007, respectively.

        As of December 31, 2007, the Company's investment in Orbitz Worldwide is $364 million. Presented below are the summary balance sheet as of December 31, 2007 and summary results of operations for the period November 1 through December 31, 2007 for Orbitz Worldwide. The Company has recorded a $3 million loss related to its investment in Orbitz Worldwide for the period November 1, 2007 through December 31, 2007 within equity in losses of investments, net line item on the statements of operations.

Balance Sheet	As of December 31, 2007
Current assets	$	121
Non-current assets		1,804
Total assets	$	1,925
Current liabilities	$	422
Non-current liabilities		765
Total liabilities	$	1,187

Statement of Operations	November 1, 2007 through December 31, 2007
Net revenue	$	130
Operating expenses		123
Operating income		7
Interest expense, net		(12	)
Loss before income taxes		(5	)
Income tax provision		(1	)
Net loss	$	(6	)

        During November and December 2007 approximately $12 million of net revenue was earned by Orbitz Worldwide through intercompany transactions with the Company.

4.    Discontinued Operations

        During the second quarter of 2006, the Predecessor formalized a plan to dispose of Travel 2, a subsidiary engaged in wholesale travel operations in the United Kingdom. The Company completed the sale of this subsidiary in December 2006.

        As of December 31, 2007, the Company reached a definitive agreement to sell its TRUST business, a non-core business within its GTA segment. The Company completed the sale of this

F-18

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

4.    Discontinued Operations (Continued)

business in January 2008. The Company recorded a pre-tax loss on disposal of approximately $12 million, as the amount realized from the sale was less than the carrying value of the assets on the Company's consolidated balance sheet.

        Summarized statement of operations data for discontinued operations is as follows:

	Predecessor (Combined)
	Year Ended December 31, 2005								January 1, 2006 through August 12, 2006
	Travel 2			TRUST		Total Discontinued Operations			Travel 2			TRUST			Total Discontinued Operations
Net revenue	$	17		$	24	$	41		$	10		$	17		$	27
Income (loss) before income taxes		(8	)		—		(8	)		(8	)		1			(7	)
Benefit (provision) for income taxes		2			—		2			2			(1	)		1
Loss from discontinued operations, net of tax	$	(6	)	$	—	$	(6	)	$	(6	)	$	—		$	(6	)
Loss on disposal of discontinued operations	$	—		$	—	$	—		$	(6	)	$	—		$	(6	)
(Provision) benefit for income taxes		—			—		—			—			—			—
Loss on disposal of discontinued operations, net of tax	$	—		$	—	$	—		$	(6	)	$	—		$	(6	)

	Company (Consolidated)
	July 13, 2006 (Formation Date) through December 31, 2006								Year Ended December 31, 2007
	Travel 2			TRUST		Total Discontinued Operations			Travel 2		TRUST			Total Discontinued Operations
Net revenue	$	4		$	10	$	14		$	—	$	30		$	30
Loss before income taxes		(2	)		—		(2	)		—		(1	)		(1	)
Benefit for income taxes		—			—		—			—		—			—
Loss from discontinued operations, net of tax	$	(2	)	$	—	$	(2	)	$	—		(1	)		(1	)
Gain (loss) on disposal of discontinued operations	$	8		$	—	$	8		$	—	$	(12	)	$	(12	)
Benefit for income taxes		—			—		—			—		6			6
Gain (loss) on disposal of discontinued operations, net of tax	$	8		$	—	$	8		$	—	$	(6	)	$	(6	)

F-19

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

4.    Discontinued Operations (Continued)

        Summarized balance sheet data for discontinued operations for TRUST, excluding intercompany payable and receivable balances, is as follows:

		December 31,
		2006		2007
Assets of discontinued operations
	Current assets	$	10	$	16
	Property and equipment		9		9
	Other non-current assets		7		11
Total assets of discontinued operations		$	26	$	36
Liabilities of discontinued operations
	Current liabilities	$	5	$	7
	Non-current liabilities		—		1
Total liabilities of discontinued operations		$	5	$	8

5.    Acquisitions

        Assets acquired and liabilities assumed in business combinations are recorded based upon their estimated fair values at the respective acquisition dates. The results of operations of businesses acquired by the Company have been included in the statements of operations since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill.

2007 Acquisition

        On August 21, 2007, the Company acquired 100% of Worldspan Technologies Inc. ("Worldspan"). Worldspan is a provider of electronic distribution of travel information services serving customers in more than 60 countries worldwide. Management believes the acquisition will enable the Company to succeed in an increasingly competitive industry by increasing the Company's scale, network of travel brands, content and service offerings. The Company paid approximately $1.3 billion in cash and other consideration, including the application of $135 million in principal and interest on an outstanding paid in kind ("PIK") loan. Travelport entities provided PIK loans to Worldspan during 2006, which were classified in other non-current assets on the Company's consolidated balance sheet at December 31, 2006.

        The allocation of the purchase price is based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals, valuations and other analyses. Any revisions to the fair values, which may be significant, will be recorded by the Company as further adjustments to the purchase price allocation. The Company is in the process of integrating the operations of Worldspan and expects to incur costs relating to such integration. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded on the balance sheets as adjustments to the purchase price or the statements of operations as expenses, as appropriate.

F-20

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

        The preliminary allocation of the purchase price is summarized as follows:

Cash consideration	$	1,109
Application of PIK loan		135
Transaction costs and expenses		35
Total purchase price		1,279
Less: Historical value of tangible assets acquired in excess of liabilities assumed		261
Less: Fair value adjustments		257
Goodwill	$	761

        The fair value adjustments included in the preliminary allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets		$	357
Adjustments to deferred income taxes			(63	)
Costs associated with exit activities			(25	)
Fair value adjustments to:
	Tangible assets acquired		59
	Founding airlines service agreement liability		(92	)
	Deferred revenue		9
	Other liabilities assumed		12
		$	257

        The following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the acquisition:

Cash		$	101
Other current assets			101
Property and equipment			269
Other non-current assets			53
Intangible assets
	Trademarks and tradenames		103
	Customer relationships		196
	Other intangibles		58
Goodwill			761
Total assets			1,642
Current liabilities			147
Founding airlines service agreement liability			92
Non-current liabilities			124
Total liabilities			363
Fair value of net assets acquired		$	1,279

F-21

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

        In connection with the acquisition of Worldspan, the Company assumed certain obligations under the Founding Airlines Service Agreement (FASA). The fair value of this liability established as of the acquisition date is $92 million.

        As of December 31, 2007, the purchase price allocation is preliminary, and could change materially in subsequent periods, including adjustments related to costs the Company expects to incur related to the alignment of the GDS businesses. The Company based the purchase price for the acquisition on historical and forecasted performance metrics, which included EBITDA (net income before interest, taxes, depreciation and amortization) and cash flow. The purchase price resulted in a significant amount of goodwill due to the leading industry position and growth opportunities in the market as well as anticipated operational synergies. As a result, the predominant portion of the purchase price was based on the expected financial performance of the business, and not the identified net assets at the time of the acquisition. The goodwill was all assigned to the GDS segment, none of which is expected to be tax deductible. The Company expects to complete the purchase price allocation during the third quarter of 2008.

        Definite lived intangibles consist of customer relationships and other intangible assets, with a weighted average life of 8 years and 9 years, respectively. The tradenames are not subject to amortization due to their indefinite lives.

2006 Acquisitions

        On August 23, 2006, the Company acquired the Travelport businesses of Avis Budget Group Inc. for approximately $4.1 billion in cash. The assets acquired and liabilities assumed in connection with the Acquisition were recorded at their estimated fair values on the acquisition date. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. The purchase accounting for this transaction was completed during the third quarter of 2007.

        The allocation of the purchase price is summarized as follows:

Cash consideration	$	4,119
Transaction costs and expenses		60
Total purchase price		4,179
Less: Historical value of tangible assets acquired in excess of liabilities assumed		383
Less: Fair value adjustments		1,672
Goodwill	$	2,124

F-22

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

        The fair value adjustments included in the allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets		$	2,368
Adjustments to deferred income taxes			(724	)
Costs associated with exit activities			(25	)
Fair value adjustments to:
	Tangible assets acquired		(29	)
	Liabilities assumed		82
		$	1,672

        The following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the Acquisition:

Cash		$	69
Other current assets			643
Property and equipment			479
Other non-current assets			159
Intangible assets
	Trademarks and tradenames		702
	Customer relationships		1,596
	Vendor relationships and other		70
Goodwill			2,124
Total assets			5,842
Total current liabilities			1,138
Total non-current liabilities			303
Deferred taxes			222
Total liabilities			1,663
Fair value of net assets acquired		$	4,179

        Definite lived intangibles consist mainly of customer relationships and other intangibles, each with a weighted average life of 16 years.

        The Company based the purchase price for the Acquisition on historical and forecast performance metrics, which included EBITDA and cash flow. The purchase price resulted in a significant amount of goodwill due to the leading industry and brand position and growth opportunities in the market. As a result, the predominant portion of the purchase price was based on the expected financial performance of the business, and not the identified net assets at the time of the Acquisition. The goodwill was assigned $1,242 million to Orbitz Worldwide, none of which is expected to be tax deductible, $719 million to GTA, none of which is expected to be tax deductible, and $163 million to Galileo, none of which is tax deductible.

F-23

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

        Other.    In 2006, the Predecessor recorded approximately $43 million of goodwill in connection with the acquisition of Needahotel, an Ireland based online provider of hotel accommodations in Europe, which was acquired on February 8, 2006 for consideration of approximately $32 million. None of the related goodwill is expected to be tax deductible.

2005 Acquisitions

        Gullivers Travel Associates.    On April 1, 2005, the Predecessor completed the acquisition of Donvand Limited, which operates under the names Gullivers Travel Associates and Octopus Travel Group Limited (collectively, "Gullivers"). Gullivers is a wholesaler of hotel rooms, destination services, travel packages and group tours and a global online provider of lodging and destination services. The Predecessor believed that this acquisition positioned the Predecessor as a worldwide leader in the global online travel intermediary space.

        The allocation of the purchase price is summarized as follows:

Cash consideration	$	1,202
Transaction costs and expenses		12
Total purchase price		1,214
Less: Historical value of assets acquired in excess of liabilities assumed		79
Less: Fair value adjustments		342
Goodwill	$	793

        The fair value adjustments included in the allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets(a)	$	499
Adjustments to deferred tax liability		(155	)
Costs associated with exiting activities(b)		(4	)
Other fair value adjustments		2
	$	342

(a)

Represents (i) $109 million of indefinite-lived trademarks associated with the Predecessor's exclusive right to use the Gullivers name, (ii) $357 million of customer relationships with an estimated weighted-average life of 15 years and (iii) $33 million of other intangible assets with an estimated weighted-average life of 20 years.



(b)

As part of the acquisition, the Predecessor's management formally committed to various strategic initiatives primarily aimed at creating synergies between the cost structures of the Predecessor and Gullivers, which were expected to be achieved through the involuntary termination of certain Gullivers' employees. The Predecessor formally communicated the termination of employment to approximately 14 employees, principally representing certain members of Gullivers' senior management. As of December 31, 2005, all of these employees had been terminated. As a result of these actions, the Predecessor

F-24

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

established personnel-related liabilities of $4 million. As of December 31, 2005, all of the personnel-related liabilities had been paid.

        The following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the Predecessor's acquisition of Gullivers:

Cash	$	157
Other current assets		141
Property and equipment		53
Intangible assets		499
Goodwill		793
Total assets		1,643
Total current liabilities		270
Total non-current liabilities		159
Total liabilities		429
Fair value of net assets acquired	$	1,214

        The Company based the net purchase price for the acquisition on historical as well as forecast performance metrics, which include EBITDA and cash flow, as well as synergies expected to be realized throughout the organization. The purchase price resulted in a significant amount of goodwill due to the leading market and brand position and growth opportunities in the market. As a result, the predominant portion of the purchase price is based on the expected financial performance of the business, and not the identified net assets at the time of the acquisition. None of the goodwill is deductible for tax purposes.

        ebookers plc.    On February 28, 2005, the Predecessor acquired ebookers plc ("ebookers"), a leading full service online travel agency in Europe offering a wide range of discount and standard price travel products and services including airfares, hotels, car rentals, cruises and travel insurance. Management believed that this acquisition enhanced the Predecessor's role in the global online travel intermediary space. The allocation of the purchase price is summarized as follows:

Cash consideration	$	444
Transaction costs and expenses		10
Total purchase price		454
Plus: Historical value of liabilities assumed in excess of assets acquired		33
Less: Fair value adjustments		118
Goodwill	$	369

F-25

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

        The fair value adjustments included in the allocation of the purchase price above primarily consisted of:

Fair value of identifiable intangible assets(a)	$	187
Adjustments to deferred income tax liability		(36	)
Costs associated with exiting activities(b)		(10	)
Other fair value adjustments		(23	)
	$	118

(a)

Represents(i) $135 million of indefinite-lived trademarks associated with the Predecessor's exclusive right to use the ebookers name, (ii) $41 million of customer relationships with an estimated weighted-average life of five years and (iii) $11 million of other intangible assets with an estimated weighted-average life of 10 years.



(b)

As part of the acquisition, the Predecessor's management formally committed to various strategic initiatives primarily aimed at creating synergies between the cost structures of the Predecessor and ebookers, which were expected to be achieved through the involuntary termination of certain ebookers employees and the termination of certain lease obligations. The Predecessor formally communicated the termination of employment to approximately 110 employees, representing a wide range of employee groups, and as of December 31, 2005, substantially all of these employees had been terminated. As a result of these actions, the Predecessor established personnel-related and facility-related liabilities of $6 million and $4 million, respectively. As of December 31, 2005, cash payments of $6 million were made to reduce the personnel-related liability. Accordingly, as of December 31, 2005, substantially all of the personnel-related liability costs had been paid. Additionally, during 2005, other adjustments of $1 million were made to reduce the facility-related liability. Accordingly, the remaining balance for the facility-related liability as of December 31, 2005 was $3 million. The Company anticipates the remainder of the lease termination costs will be paid by 2009.

F-26

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

        The following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the Predecessor's acquisition of ebookers:

Cash	$	82
Other current assets		32
Property and equipment		24
Intangible assets		187
Goodwill		369
Other non-current assets		13
Total assets		707
Total current liabilities		157
Total non-current liabilities		96
Total liabilities		253
Fair value of net assets acquired	$	454

        The Company based the net purchase price for the acquisition on historical as well as forecast performance metrics, which include EBITDA and cash flow, as well as expected benefits of expanding its online presence geographically. The purchase price resulted in a significant amount of goodwill due to the leading market and brand position and growth opportunities in the market. As a result, the predominant portion of the purchase price is based on the expected financial performance of the business, and not the identified net assets at the time of the acquisition. None of the goodwill is deductible for tax purposes. This acquisition was not material to the Predecessor's results of operations, financial position or cash flows.

        Other.    During 2005, the Predecessor also acquired AsiaHotels.com and Away.com for aggregate consideration of $11 million in cash, which resulted in goodwill (based on the allocation of the purchase price) of $8 million, of which $5 million is expected to be deductible for tax purposes. These acquisitions were not significant to the Predecessor's results of operations, financial position or cash flows.

Pro Forma Financial Information

        The following pro forma data for the Company's significant acquisitions of Worldspan and the Travelport businesses of Avis Budget includes the results of operations as if the acquisitions had been consummated as of the beginning of the respective period presented. This pro forma data is based on

F-27

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

5.    Acquisitions (Continued)

historical information and does not necessarily reflect the actual results that would have occurred, nor is it indicative of future results of operations.

	Year Ended December 31, 2006
	Historical As Reported
	Predecessor			Company
	January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Worldspan Adjustments(a)		Worldspan			Travelport			Pro Forma
Net revenue	$	1,693		$	823		$	887	$	(40	)	$	(31	)	$	3,332
Operating income (loss)		(2,240	)		(2	)		112		4			2,316			190
Net income (loss)		(2,176	)		(150	)		10		18			1,983			(315	)

	Year Ended December 31, 2007
	Historical As Reported Company			Worldspan		Worldspan Adjustments(a)			Pro Forma
Net revenue	$	2,780		$	484	$	(30	)	$	3,234
Operating income (loss)		(14	)		69		9			64
Net income (loss)		(436	)		3		7			(426	)

(a)

Represents the historical results of Worldspan prior to the acquisition offset by adjustments associated with the acquisition, including differences in depreciation, amortization, interest expense and intercompany transactions. The impact of these adjustments, among other things, decreased operating expenses by $9 million and increased interest expense by $2 million for the year ended December 31, 2007. Intercompany transactions resulted in a $40 million and $30 million adjustment to revenues for the year ended December 31, 2006 on a combined basis and $30 million for the year ended December 31, 2007, respectively.

(b)

Represents the adjustments to the historical results of the Travelport to reflect the Acquisition by the Company, including adjustments to revenue, sponsor fees, and amortization of intangible assets.

6.    Impairment of Long-Lived Assets

        In 2007, as a result of the impairment test performed, the Company recorded an impairment of $1 million for property and equipment within Corporate and Other.

        The purchase price for the Acquisition of the Predecessor by the Company indicated that the carrying value of the Predecessor's goodwill balance may have been impaired. Accordingly, the Predecessor tested the carrying value of the recorded goodwill. The fair value of each reporting unit was based on the purchase price for the Predecessor, as allocated to each reporting unit based on the forecasted cash flows for each. In 2006, as a result of the impairment tests performed concurrent with the announcement of the Acquisition, the Predecessor recorded a total impairment charge of $2,365 million, including $2,364 million related to goodwill and $1 million related to definite lived

F-28

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

6.    Impairment of Long-Lived Assets (Continued)

intangible assets. In preparing the calculation of the impairment, the Predecessor utilized the final purchase price allocation of the buyer to determine the fair value of assets and liabilities, including intangible assets. Of the total goodwill impairment of $2,364 million, $2,009 million and $355 million related to reporting units comprising GDS and Orbitz Worldwide, respectively. At the time of testing goodwill for impairment, the Predecessor also tested other intangible assets for impairment. As a result of these tests, the Predecessor recorded an impairment of $1 million which related to definite lived intangible assets related to the Orbitz Worldwide segment. Due to a change in the operations of certain assets after the Acquisition was completed, the Company recorded an additional impairment of $14 million related to long-lived software marketing licenses.

        In 2005, as a result of the annual impairment test performed, the Predecessor determined that the carrying values of goodwill and certain other indefinite-lived intangible assets, primarily in its Orbitz Worldwide segment, exceeded their estimated fair values. Consequently, the Predecessor also tested its other long-lived assets for impairment. In connection with the impairment assessments performed, the Predecessor recorded a pre-tax charge of $422 million, of which $251 million reduced the value of goodwill and $171 million reduced the value of other intangible assets (including $120 million related to trademarks and tradenames). This impairment resulted from a decline in future anticipated cash flows primarily within the Orbitz Worldwide segment.

7.    Intangible Assets

        Intangible assets consisted of:

	Company (Consolidated)
	As of December 31, 2006						As of December 31, 2007
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-Amortizable Intangible Assets
Goodwill	$	2,143					$	1,746
Trademarks and tradenames	$	705					$	510
Amortizable Intangible Assets
Customer relationships	$	1,606	$	45	$	1,561	$	1,826	$	157	$	1,669
Vendor relationships and other		71		1		70		52		4		48
	$	1,677	$	46	$	1,631	$	1,878	$	161	$	1,717

F-29

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

7.    Intangible Assets (Continued)

        The changes in the carrying amount of goodwill by segment between December 31, 2006 and December 31, 2007 are as follows:

	Balance January 1, 2007		Goodwill Acquired in 2007		Adjustments to Goodwill Acquired During 2006			Foreign Exchange		Other*			Balance December 31, 2007
GDS	$	163	$	761	$	13		$	—	$	—		$	937
Orbitz Worldwide		1,242		—		(36	)		7		(1,213	)		—
GTA		738		—		(3	)		74		—			809
	$	2,143	$	761	$	(26	)	$	81	$	(1,213	)	$	1,746

*

Represents the amount of goodwill for Orbitz Worldwide that is not consolidated on the December 31, 2007 balance sheet.

        The changes in the carrying amount of goodwill by segment between July 13, 2006 (Formation Date) and December 31, 2006 are as follows:

	Balance July 13, 2006		Goodwill Acquired		Foreign Exchange		Adjustments to Goodwill Acquired			Balance December 31, 2006
GDS	$	—	$	163	$	—	$	—		$	163
Orbitz Worldwide		—		1,242		—		—			1,242
GTA		—		719		22		(3	)		738
	$	—	$	2,124	$	22	$	(3	)	$	2,143

        The changes in the carrying amount of goodwill by segment for the period January 1, 2006 through August 22, 2006 are as follows:

	Balance January 1, 2006		Adjustments to Goodwill Acquired During 2005			Goodwill Acquired during 2006		Impairment			Foreign Exchange			Balance August 22, 2006
GDS	$	2,074	$	(75	)	$	—	$	(2,009	)	$	106		$	96
Orbitz Worldwide		1,222		2			—		(355	)		(54	)		815
GTA		744		(8	)		43		—			86			865
	$	4,040	$	(81	)	$	43	$	(2,364	)	$	138		$	1,776

F-30

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

7.    Intangible Assets (Continued)

        The changes in the carrying amount of goodwill by segment for the year ended December 31, 2005 are as follows:

	Balance January 1, 2005		Goodwill Acquired during 2005		Adjustments to Goodwill Acquired During 2004			Impairment			Foreign Exchange			Balance December 31, 2005
GDS	$	2,107	$	—	$	—		$	—		$	(33	)	$	2,074
Orbitz Worldwide		1,266		377		(125	)		(251	)		(45	)		1,222
GTA		12		793		—			—			(61	)		744
	$	3,385	$	1,170	$	(125	)	$	(251	)	$	(139	)	$	4,040

        Amortization expense relating to all intangible assets was as follows:

					Company (Consolidated)
	Predecessor (Combined)
					July 13, 2006 (Formation Date) through December 31, 2006
	Year ended December 31, 2005		January 1, 2006 through August 22, 2006				Year ended December 31, 2007
Customer relationships	$	34	$	28	$	43	$	129
Vendor relationships and other		12		3		1		5
Total(*)	$	46	$	31	$	44	$	134

(*)

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

        The Company estimates amortization expense of the intangible assets to approximate $134 million, $134 million, $135 million, $130 million and $124 million for each of the five succeeding fiscal years.

8.    Separation and Restructuring Charges

        Separation and restructuring charges consist of:

	Predecessor (Combined)				Company (Consolidated)
	Year ended December 31, 2005		January 1, 2006 through August 22, 2006		July 13, 2006 (formation date) through December 31, 2006		Year ended December 31, 2007
Separation costs	$	—	$	74	$	13	$	5
Sponsor monitoring fee		—		—		2		57
Restructuring charges		22		18		3		28
Total	$	22	$	92	$	18	$	90

F-31

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

8.    Separation and Restructuring Charges (Continued)

Separation costs

        Separation costs of $74 million recorded by the Predecessor during the period from January 1, 2006 through August 22, 2006 include $29 million of non-cash compensation expense related to the accelerated vesting of stock options and restricted stock units, $16 million for employee severance, $15 million for employee retention and $14 million in various other separation costs, including consulting and accounting fees. Separation costs of $13 million for the period July 13, 2006 (Formation Date) through December 31, 2006 consist primarily of payments made to employees related to retention and bonus plans of $6 million as well as $7 million in professional fees and other costs directly related to the separation plan. Separation costs of $5 million for the year ended December 31, 2007 consist of $3 million in employee retention plans and $2 million in professional fees and other costs directly related to the separation plan.

Sponsor Monitoring Fee

        Under the terms of the Transaction and Monitoring Fee Agreement, the Company pays an annual management fee to Blackstone, TCV and OEP. In 2006, this monitoring fee approximated $2 million. On December 31, 2007, the Company received a notice from the Blackstone, TCV and OEP terminating the Transaction and Monitoring Fee Agreement and electing to receive a lump sum fee, in lieu of annual payments of the monitoring fee. The lump sum fee was agreed to be $57 million. The notice acknowledged that the Company would not be required to pay the lump sum fee until it was permitted to do so under the terms of its senior secured credit agreement, which restricts such a payment.

        Following payment of the lump sum fee, the Transaction and Monitoring Fee Agreement will be terminated.

Restructuring Charges

        2006 Restructuring Plan

        During the second quarter of 2006, the Predecessor committed to various strategic initiatives targeted principally at reducing costs, enhancing organizational efficiency and consolidating and rationalizing existing processes and facilities.

2007 Restructuring Plan

        During the fourth quarter of 2007, following the acquisition of Worldspan and the completion of plans to integrate Worldspan into our GDS segment, the Company committed to various strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by consolidating and rationalizing existing processes and facilities.

F-32

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

8.    Separation and Restructuring Charges (Continued)

        The initial recognition of the restructuring charges and the corresponding utilization from inception are summarized by category as follows:

	Personnel Related			Facility Related			Other			Total
Initial charge in 2006	$	9		$	8		$	4		$	21
Cash payments made in 2006		(7	)		(7	)		—			(14	)
Other non-cash reductions		—			—			(2	)		(2	)
Balance, December 31, 2006		2			1			2			5
2006 restructuring plan charges incurred in 2007		22			2			—			24
2007 restructuring plan charges incurred in 2007		4			—			—			4
Cash payments related to the 2006 plan		(20	)		(3	)		(1	)		(24	)
Other non-cash reduction related to the 2006 plan		—			—			(1	)		(1	)
Balance, December 31, 2007	$	8		$	—		$	—		$	8

        The restructuring charges included within "Other" in the table above include asset impairments and consulting fees. The Company does not expect to incur additional charges related to this plan.

        For the year ended December 31, 2007, approximately $24 million, $2 million and $1 million of the restructuring charges have been recorded within the GDS, GTA and Orbitz Worldwide segments, respectively, while approximately $1 million has been recorded within Corporate and unallocated. The Company expects to incur approximately $6 million of additional charges in 2008 related to the 2007 restructuring plan. The Company expects to settle a majority of the balance of the restructuring liability as of December 31, 2007 during 2008.

        During the first quarter of 2005, the Predecessor committed to various strategic initiatives targeted principally at reducing costs and enhancing organizational efficiency by consolidating and rationalizing existing processes. The more significant areas of cost reduction included reduction in staff, and as such, all charges have been classified as personnel related.

        As of December 31, 2007, all charges incurred during 2005 were settled.

F-33

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Income Taxes

        The (provision) benefit for income taxes on continuing operations consisted of:

		Predecessor (Combined)						Company (Consolidated)
		Year ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year ended December 31, 2007
Current
	U.S. Federal	$	56		$	46		$	—		$	—
	U.S. State		2			(3	)		—			(2	)
	Non-U.S.		(39	)		(38	)		(8	)		(39	)
			19			5			(8	)		(41	)
Deferred
	U.S. Federal		1			37			(6	)		3
	U.S. State		6			51			(1	)		1
	Non-U.S.		50			23			12			20
			57			111			5			24
Non-current
	FIN 48		—			—			—			(24	)
(Provision) benefit for income taxes		$	76		$	116		$	(3	)	$	(41	)

        Loss from continuing operations before income taxes, minority interest and equity in losses of investments for U.S. and non-U.S operations consisted of:

	Predecessor (Combined)						Company (Consolidated)
	Year ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year ended December 31, 2007
United States	$	(16	)	$	(2,407	)	$	(87	)	$	(251	)
Non-U.S.		(103	)		128			(65	)		(136	)
Loss from continuing operations before income taxes, minority interest and equity in losses of investments	$	(119	)	$	(2,279	)	$	(152	)	$	(387	)

F-34

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Income Taxes (Continued)

        Current and non-current deferred income tax assets and liabilities were comprised of:

		Company (Consolidated)
		As of December 31, 2006			As of December 31, 2007
Current deferred income tax assets:
	Accrued liabilities and deferred income	$	23		$	19
	Allowance for doubtful accounts		3			3
	Stock based compensation		—			19
	Valuation allowance(*)		(13	)		(32	)
Current deferred income tax assets			13			9
Current deferred income tax liabilities:
	Prepaid expenses		(4	)		—
	Accrued liabilities and deferred income		(8	)		—
	Other		(1	)		—
Current deferred income tax liability			(13	)		—
Current net deferred income tax (liability) asset		$	—		$	9
Non-current deferred income tax assets:
	Net operating loss carryforwards	$	156		$	53
	Alternative minimum tax credit carryforward		1			1
	Accrued liabilities and deferred income		15			18
	Depreciation and amortization		262			33
	Capital loss carryforward		14			—
	Acquisition and integration-related liabilities		31			—
	Other reserves		8			—
	Accumulated other comprehensive income		3			—
	Other		1			—
	Valuation allowance(*)		(457	)		(102	)
Non-current deferred income tax assets			34			3
Non-current deferred income tax liabilities:
	Accrued liabilities and deferred income		—			(5	)
	Depreciation and amortization		(243	)		(250	)
	Accumulated other comprehensive income		—			(5	)
	Other		(1	)		(1	)
	Non-current deferred income tax liability		(244	)		(261	)
Non-current net deferred income tax asset (liability)		$	(210	)	$	(258	)

(*)

A valuation allowance was recorded on certain deferred tax assets that were recorded during purchase accounting, as well as on additional deferred tax assets that were generated through December 31, 2007. The valuation allowance of $134 million as of December 31, 2007 relates to net operating loss carryforwards for U.S. Federal ($47 million), U.S. State ($2 million), non-U.S. jurisdictions ($4 million), and other items with tax to book basis differences ($81 million).

F-35

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Income Taxes (Continued)

The valuation allowance will be reduced when and if the Company determines that the deferred income tax assets are more likely than not to be realized of which $8 million would offset goodwill. A capital loss carryforward of $14 million expired in 2007 and accordingly the valuation allowance was reduced by this amount.

        For the year ended December 31, 2007, the Company had income tax expense of $41 million. The expense is primarily due to a one-time non-cash adjustment of a valuation allowance as a result of the Orbitz Worldwide initial public offering of $31 million, a one-time non-cash benefit due to a United Kingdom tax law change of $19 million, charges associated with the adoption of FIN 48 of $24 million and taxes in certain jurisdictions which could not be offset with losses in the United States.

        As of December 31, 2007, the Company had U.S. federal net operating loss carryforwards of approximately $134 million, which expire between 2026 and 2027 and non-U.S. net operating losses of $15 million which expire between 5 years and indefinitely. At December 31, 2007, no provision had been made for deferred income taxes on any portion of approximately $513 million of accumulated and undistributed earnings of non-U.S. subsidiaries, since it is the intention of management to reinvest the undistributed earnings indefinitely in those non-U.S. operations. The determination of the amount of unrecognized deferred income tax liability for unremited earnings is not practicable.

        In December 2004, the FASB issued FASB Staff Position No. FAS 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004." The American Jobs Creation Act of 2004, which became effective on December 22, 2004, provides a one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer, provided certain criteria are met. The Predecessor has applied the provisions of this Act to qualifying earnings repatriations through December 31, 2005. In December 2005, the Predecessor repatriated $350 million of unremitted earnings, which was used for domestic investment purposes. This repatriation resulted in income tax expense of approximately $28 million.

F-36

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Income Taxes (Continued)

        The Company's and the Predecessor's effective income tax rate differs from the U.S. federal statutory rate as follows:

	Predecessor (Combined)				Company (Consolidated)
	Year ended December 31, 2005		January 1, 2006 through August 22, 2006		July 13, 2006 (Formation Date) through December 31, 2006		Year ended December 31, 2007
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
U.S. state and local income taxes, net of federal tax benefits	(3.7	)	0.9		(0.4	)	(0.2	)
Taxes on non-U.S. operations at alternate rates	33.8		1.3		(13.0	)	(21.9	)
Tax benefit resulting from non-U.S. rate change	—		—		—		4.9
Non-deductible compensation	—		—		—		(13.2	)
Non-deductible interest	—		—		—		(1.1	)
Capitalized consulting costs	—		—		—		(3.6	)
FIN 48	—		—		—		(6.2	)
Taxes on repatriations made to benefit from provisions of the American Jobs Creation Act of 2004, net of credits	(23.2	)	—		—		—
Taxes on other repatriated non-U.S. income, net of tax credits	9.5		0.4		(0.9	)	—
Tax differential on impairment of intangible assets, including net state and non-U.S. impact	19.2		(32.6	)	—		—
Adjustment of estimated income tax accruals	(9.1	)	—		—		—
Change in U.S. valuation allowance	—		—		(22.4	)	(4.6	)
Other	2.4		0.1		(0.3	)	0.3
	63.9	%	5.1	%	(2.0	)%	(10.6	)%

        The Company is subject to income taxes in the United States and numerous non-U.S. jurisdictions. Significant judgment is required in determining the Company's worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities. Accruals for tax contingencies are provided for in accordance with the requirements of SFAS No. 5, "Accounting for Contingencies" for periods through December 31, 2006 and in accordance with FIN 48 for the year ended December 31, 2007.

        Pursuant to the purchase agreement governing the Acquisition, the Company is indemnified by Avis Budget for all income tax liabilities relating to periods prior to the Acquisition. The Company believes that its accruals for tax liabilities, including the indemnified liabilities, are adequate for all remaining open years, based on its assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter.

F-37

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Income Taxes (Continued)

        The Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities representing the best estimates of the probable loss on certain positions. The Company believes that the accruals for tax liabilities are adequate for all open years, based on assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, tax regulations are subject to interpretation and tax litigation is inherently uncertain. Therefore, the Company's assessments can involve both a series of complex judgments about future events and rely heavily on estimates and assumptions. The final determination of tax audits and any other related litigation could be materially different than that which is reflected in historical income tax provisions and recorded assets and liabilities.

        The results of an audit or litigation related to these matters include a range of potential outcomes, which may involve material amounts. However, as discussed above, the Company is indemnified by Avis Budget for all income taxes relating to periods prior to the Acquisition, and therefore, does not expect any such resolution to have a significant impact on its earnings, financial position or cash flows.

FASB Interpretation No. 48

        In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), which is an interpretation of Statement of Financial Accounting Standard ("SFAS") No. 109, "Accounting for Income Taxes." The Company has adopted the provisions of FIN 48 effective January 1, 2007, as required, and, as a result of its application, has recorded an additional income tax liability of approximately $22 million. As the conditions resulting in a portion of this liability arose as a result of the terms of the purchase agreement relating to the Acquisition, the Company recorded additional goodwill of approximately $21 million. The application of FIN 48 decreased opening accumulated deficit, by approximately $1 million.

        Under the terms of the purchase agreement relating to the Acquisition, the Company is indemnified for all pre-closing income tax liabilities. For purposes of FIN 48, with respect to periods prior to the Acquisition, the Company is only required to take into account tax returns for which it or one of its affiliates is the primary taxpaying entity, which consists of separate state returns and non-U.S. returns. U.S. Federal and state combined and unitary tax returns as applicable in the post-Acquisition period. The Company's U.S. subsidiaries file a consolidated income tax return for U.S. Federal income tax purposes. During the first quarter of 2007, the Company implemented a series of transactions that led to the creation of two U.S. consolidated income tax groups, one for the GDS and GTA businesses and one for the Orbitz Worldwide business. With limited exceptions, the Company is no longer subject to U.S. Federal income tax, state and local, or non-U.S. income tax examinations by tax authorities for tax years before 2001.

        The Company has undertaken an analysis of all material tax positions in its tax accruals for all open years and has identified all of its outstanding tax positions and estimated the transition amounts with respect to each item at the effective date. The Company expects a reduction of approximately $5 million in the total amount of unrecognized tax benefits within the next 12 months as a result of payments. The total amount of unrecognized tax benefits that, if recognized would affect the effective tax rate would be $27 million.

F-38

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

9.    Income Taxes (Continued)

        A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance as of January 1, 2007	$	27
Increase in tax provision for prior year		17
Increase in tax provision for current year		7
Additions due to acquisition of Worldspan		4
Decrease related to deconsolidation of Orbitz Worldwide		(2	)
Balance as of December 31, 2007	$	53

        The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. The Company had accrued approximately $6 million to reflect interest and penalties accrued during 2007.

10.    Other Current Assets

        Other current assets consisted of:

	Company (Consolidated)
	As of December 31, 2006		As of December 31, 2007
Derivative contracts	$	59	$	101
Prepaid expenses		30		46
Sales and use tax receivables		23		37
Other		48		69
	$	160	$	253

        Other current assets includes $30 million as of December 31, 2006 for Orbitz Worldwide.

11.    Property and Equipment, Net

        Property and equipment, net, consisted of:

	Company (Consolidated)
	As of December 31, 2006			As of December 31, 2007
Land	$	4		$	4
Capitalized software		233			402
Furniture, fixtures and equipment		121			150
Building and leasehold improvements		98			45
Construction in progress		84			36
		540			637
Less: Accumulated depreciation and amortization		(32	)		(96	)
Property and equipment, net	$	508		$	541

F-39

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

11.    Property and Equipment, Net (Continued)

        Property and equipment, net includes $169 million as of December 31, 2006 for Orbitz Worldwide.

        During the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, and the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007, depreciation expense of $155 million, $92 million, $33 million and $114 million, respectively, was recorded. Construction in progress includes approximately $4 million of capitalized interest.

12.    Other Non-Current Assets

        Other non-current assets consisted of:

	Company (Consolidated)
	As of December 31, 2006		As of December 31, 2007
Deferred financing costs	$	88	$	75
Development advances		55		63
Avis Budget tax receivable		53		17
PIK Loan to Worldspan		125		—
Pension assets		—		42
Other		60		39
	$	381	$	236

        Other non-current assets includes $40 million for Orbitz Worldwide at December 31, 2006.

F-40

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

13.    Accrued Expenses and Other Current Liabilities

        Accrued expenses and other current liabilities consisted of:

	Company (Consolidated)
	As of December 31, 2006		As of December 31, 2007
Accrued travel supplier payments, deferred revenue and customer advances	$	318	$	230
Accrued payroll and related		80		101
Accrued commissions and incentives		93		148
Accrued sales and use tax		65		67
Accrued sponsor monitoring fees		—		57
Current portion of Worldspan founding airline service agreement liability		—		33
Accrued interest expense		43		42
Accrued merger and acquisition costs		40		15
Other		141		128
Accrued Orbitz Worldwide advertising and marketing		36		—
Current portion of Orbitz Worldwide tax sharing liability		10		—
	$	826	$	821

        Accrued expenses includes $226 million for Orbitz Worldwide as of December 31, 2006.

14.    Long-Term Debt

		Company (Consolidated)
	Maturity	As of December 31, 2006		As of December 31, 2007
Senior Secured Credit Facilities
Term loan facility
Dollar-denominated	August 2013	$	1,407	$	1,723
Euro-denominated	August 2013		816		510
Senior Notes
Dollar-denominated floating rate notes	September 2014		150		150
Euro-denominated floating rate notes	September 2014		310		343
97/8% notes	September 2014		450		450
Senior Subordinated Notes
117/8% Dollar-denominated notes	September 2016		300		300
107/8% Euro-denominated notes	September 2016		211		233
Capital leases and other			3		59
Total debt			3,647		3,768
Less: current portion			24		17
Long-term debt		$	3,623	$	3,751

F-41

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

14.    Long-Term Debt (Continued)

Senior Secured Credit Facilities

        On August 23, 2006, in connection with the Acquisition, the Company entered into a $2.6 billion senior secured credit facility consisting of: (i) a $2.2 billion term loan facility; (ii) a $275 million revolving credit facility; and (iii) a $125 million synthetic letter of credit facility. The Company is required to repay the term loans in quarterly installments equal to 1% per annum of the original funded principal amount, commencing on December 29, 2006. The $275 million revolving credit facility is comprised of U.S. Dollar denominated sub-facility of $175 million and an alternative currency sub-limit (Sterling and Euro) of $100 million.

        During May 2007, the Company amended its senior secured credit agreement to allow for (i) borrowings of approximately $1.0 billion of an additional term loan for the acquisition of Worldspan; (ii) an increase of $25 million under its revolving credit facility, bringing the total availability to $300 million; (iii) an increase of $25 million in the synthetic letter of credit facility, bringing the total availability to $150 million; and (iv) a reduction in the interest rate on its Euro-denominated term loan from EURIBOR plus 2.75% to EURIBOR plus 2.5%. The Company borrowed the maximum allowable amount of the term loan equal to approximately $1.0 billion to finance the acquisition of Worldspan.

        During July 2007, in connection with the proceeds received from the Orbitz Worldwide initial public offering and borrowings by Orbitz Worldwide under its term loan facility, the Company repaid approximately $1 billion under its senior secured credit facility. As of December 31, 2007, there were no borrowings under the revolving credit facilities and $134 million of commitments outstanding under the synthetic letter of credit facility. Pursuant to the Company's Separation Agreement with Orbitz Worldwide, the Company maintains letters of credit under its synthetic letter of credit facility on behalf of Orbitz Worldwide. As of December 31, 2007, the Company had commitments of approximately $74 million in letters of credit outstanding on behalf of Orbitz Worldwide.

        During the year ended December 31, 2007, the Company made a $100 million discretionary repayment of amounts outstanding under the term loan portion of its senior secured credit facility and repaid approximately $16 million of the term loan as required under the agreement. In addition, the amounts outstanding under the Euro-denominated term loan increased by approximately $63 million as a result of foreign exchange fluctuations, which are partially offset by the foreign exchange hedge instruments entered into by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the condensed balance sheet.

Senior Notes and Senior Subordinated Notes

        On August 23, 2006, in connection with the Acquisition, the Company issued $150 million of dollar-denominated senior dollar floating rate notes, € 235 million euro-denominated senior floating rate notes ($299 million dollar equivalent, on the date of issuance) and $450 million 9⁷/8% senior fixed rate notes. The dollar-denominated floating rate senior notes bear interest at a rate equal to LIBOR plus 4⁵/8%. The euro-denominated floating rate senior notes bear interest at a rate equal to EURIBOR plus 4⁵/8%. The senior notes are unsecured senior obligations of the Company and are subordinated to all existing and future secured indebtedness of the Company (including the senior secured credit facility) and will be senior in right of payment to any existing and future subordinated indebtedness

F-42

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

14.    Long-Term Debt (Continued)

(including the senior subordinated notes). In addition, during the year ended December 31, 2007, the amounts outstanding on the senior notes increased by approximately $33 million as a result of foreign exchange fluctuations, which were offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the balance sheet.

        On August 23, 2006, in connection with the Acquisition, the Company issued $300 million of 11⁷/8% dollar-denominated notes and € 160 million of 10⁷/8% euro-denominated notes ($204 million dollar equivalent, on the date of issuance). The senior subordinated notes are unsecured senior subordinated obligations of the Company and are subordinated in right of payment to all existing and future senior indebtedness and secured indebtedness of the Company (including the senior credit facilities and the senior notes). In addition, during the year ended December 31, 2007, the amounts outstanding on the senior subordinated notes increased by approximately $22 million as a result of foreign exchange fluctuations, which were offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on the balance sheet.

        From time to time, depending upon market, pricing and other conditions, including the Company's cash balances and liquidity, the Company may seek to repurchase a portion of the Senior Notes and/or Senior Subordinated Notes in the open market.

Avis Budget Revolving Credit Agreement

        In 2005, Galileo International Technology, LLC ("GIT"), an entity that formed part of the Predecessor, was added as a borrower under the Avis Budget Group, Inc. $3.5 billion Five Year Competitive Advance and Revolving Credit Agreement dated November 22, 2004 ("the Avis Budget Credit Facility") in connection with AvisBudget's repatriation of foreign earnings under the American Jobs Creation Act of 2004. The outstanding borrowings as of December 31, 2005 funded a dividend payment to Avis Budget Group, Inc. of $350 million.

        The amounts borrowed under the Avis Budget Credit Facility by GIT were guaranteed by AvisBudget. Other than GIT, the Predecessor was not party to the Avis Budget Credit Facility and did not guarantee any borrowings thereunder, including the borrowings of GIT. The borrowings bore interest at LIBOR plus 39 basis points and had a weighted average interest rate of 5.1% for the period January 1, 2006 through August 22, 2006. The Predecessor incurred interest expense of approximately $8 million for the period January 1, 2006 through August 22, 2006. The Avis Budget Credit Facility had a contractual maturity date of November 2009; however, the outstanding balance of the loan was repaid prior to the closing of the Acquisition.

Interim Credit Agreement

        On July 18, 2006, the Predecessor entered into a $2.2 billion unsecured interim credit agreement, consisting of a $1.8 billion term loan agreement and a $400 million revolving credit agreement. The credit facilities had a maturity date of July 17, 2007. Loans under the interim credit agreement bore interest, at the Predecessor's option, at 87.5 basis points over LIBOR, or at the alternate base rate. On July 27, 2006, the Predecessor borrowed $1.9 billion under the credit facilities in order to advance

F-43

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

14.    Long-Term Debt (Continued)

approximately $1.6 billion to Avis Budget and to repay the entire remaining $265 million of GIT indebtedness outstanding under the Avis Budget Credit Facility. The interim credit agreement was repaid in full on August 23, 2006 with a portion of the proceeds received from the term loan facility, the senior notes and the senior subordinated notes discussed above. The Predecessor incurred approximately $10 million in interest expense related to this interim credit agreement.

Debt Maturities

        Aggregate maturities of debt as of December 31, 2007 are as follows:

Year	Amount
2008	$	17
2009		18
2010		18
2011		17
2012		18
Thereafter		3,680
	$	3,768

        During 2008, the Company's Board of Directors authorized the purchase in the open market of up to an aggregate of $100 million of Travelport PIK loans, term loans, senior notes and/or senior subordinated notes. Such purchases will be made with cash on the balance sheet. Through February 15, 2008, the Company has repurchased approximately $30 million in principal amount of its outstanding bonds.

Debt Issuance Costs

        In connection with the debt issuances associated with the Acquisition, the Company recorded $105 million of debt issuance costs during the period July 13, 2006 (Formation Date) through December 31, 2006. During the year ended December 31, 2007, the Company recorded an additional $30 million of debt issuance costs. Debt issuance costs are capitalized within other assets on the balance sheet and amortized over the life of the related debt into earnings as part of interest expense on the statement of operations using the effective interest method. Amortization of debt issuance costs totaled $17 million for the period July 13, 2006 to December 31, 2006, including approximately $10 million of fees related to an unused bridge financing arrangement. Amortization of debt issuance cost was $40 million for the year ended December 31, 2007.

Debt Covenants and Guarantees

        The senior secured credit agreement and the indentures governing the notes contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company's and its subsidiaries' ability to: incur additional indebtedness or issue preferred stock; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; pay dividends and distributions or repurchase our capital stock; make investments, loans or advances; repay subordinated indebtedness (including the Company's senior subordinated notes); make certain

F-44

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

14.    Long-Term Debt (Continued)

acquisitions; engage in certain transactions with affiliates; amend material agreements governing our subordinated indebtedness (including the Company's senior subordinated notes); change our lines of business; and change the status of the Company as a passive holding company.

        In addition, the Company is required to maintain a maximum total leverage ratio. The senior secured credit agreement and indentures also contain certain customary affirmative covenants and events of default. As of December 31, 2007, the Company was in compliance with all restrictive and financial covenants related to long-term debt.

        The senior notes and senior subordinated notes are guaranteed by the Company's subsidiaries incorporated in the U.S. with the exception of GIT. See Note 22—Guarantor and Non-Guarantor Financial Statements, for the financial statements of the Guarantor and Non-Guarantor subsidiaries.

15.    Financial Instruments

RISK MANAGEMENT

        Following is a description of the Company's risk management policies:

Foreign Currency Risk

        The Company uses foreign currency forward contracts to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables, external Euro debt, and forecasted earnings of foreign subsidiaries. The Company primarily enters into derivative instruments to manage its foreign currency exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts utilized by the Company do not qualify for hedge accounting treatment under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted. The fluctuations in the value of these forward contracts do, however, largely offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. Gains (losses) on these forward contracts amounted to $(12) million, $10 million, $47 million and $116 million the year ended December 31, 2005, the period January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through December 31, 2006 and the year ended December 31, 2007, respectively.

Interest Rate Risk

        A portion of the debt used to finance much of the Company's operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure as of December 31, 2007 was to interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. The Company currently uses interest rate swaps as the derivative instrument in these hedging strategies. The derivatives used to manage the risk associated with the Company's floating rate debt are designated as cash flow hedges. During the period July 13, 2006 (Formation Date) to December 31, 2006, certain interest rate components of the Company's cross currency hedging transactions entered into by the Company have been designated as ineffective resulting in a non-cash charge of $11 million, recorded within interest expense on the Company's consolidated statement of operations. Deferred amounts to be recognized in earnings will

F-45

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

15.    Financial Instruments (Continued)

change with market conditions and will be substantially offset by changes in the value of the related hedge transactions. The Company does not have any deferred gains or losses recorded in other comprehensive income for contracts that will mature in the next twelve months. As of December 31, 2007, the Company's interest rate hedges cover transactions for periods that do not exceed five years.

Credit Risk and Exposure

        The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties.

        As of December 31, 2007, there were no significant concentrations of credit risk with any individual counterparty or groups of counterparties.

Market Risk

        The Company provides global distribution and reservation services, offers retail consumer and corporate travel agency services through its online travel agencies and provides travel marketing information to airline, car rental and hotel clients. The Company provides airline, car rental, hotel and other travel reservation and fulfillment services to its customers through its network of online travel companies. The Company's results of operations are affected by many economic factors, including the level of economic activity in the markets in which it operates. In the travel services business, a decline in economic activity typically results in a decline in both business and leisure travel and, accordingly, a decline in the volume of transactions in the Company's GDS and GTA businesses. Additionally, the Company's customers are located worldwide, with net revenue generated from outside the United States ranging from approximately 55% to 58% of net revenue recorded on the Company's statement of operations for all periods presented. Accordingly, a decline in economic activity either in the United States or in international markets may have a material adverse effect on our performance.

        Other business risks faced by the Company relate to its dependence on relationships with travel suppliers, primarily airlines and hotels, exposure to risks associated with online commerce security and credit card fraud, dependence on third party technology developers, technology outages and breakdown, and failure to integrate various disconnected business units and technology.

Fair Value

        The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities.

F-46

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

15.    Financial Instruments (Continued)

        The carrying amounts and estimated fair values of all other financial instruments are as follows:

		Company (Consolidated)
		December 31, 2006						December 31, 2007
Asset/(liability)		Carrying Amount			Estimated Fair Value			Carrying Amount			Estimated Fair Value
Total debt		$	(3,647	)	$	(3,641	)	$	(3,768	)	$	(3,692	)
PIK Loan to Worldspan			125			125			—			—
Derivatives
	Unrealized foreign exchange gains on foreign currency interest rate swaps		47			47			133			133
	Foreign exchange forwards—assets		—			—			1			1
	Foreign exchange forwards—liabilities		—			—			(5	)		(5	)
	Unrealized loss on interest rate swaps		(26	)		(26	)		(37	)		(37	)

16.    Commitments and Contingencies

Commitments

Leases

        The Company is committed to making rental payments under noncancelable operating leases covering various facilities and equipment.

        Future minimum lease payments required under noncancelable operating leases on facilities and data processing equipment as of December 31, 2007 are as follows:

Year ended December 31	Amount
2008	$	72
2009		66
2010		62
2011		42
2012		24
Thereafter		127
	$	393

        Commitments under capital leases amounted to $59 million as of December 31, 2007 primarily related to office and information technology equipment.

        During the year ended December 31, 2005, the period from January 1, 2006 through August 22, 2006, the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007 total rent expense was $28 million, $21 million, $13 million and $39 million, respectively, principally related to leases of office facilities.

F-47

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

16.    Commitments and Contingencies (Continued)

        During 2007, the Company completed a sale and leaseback of a GTA facility located in the United Kingdom. The Company received $50 million for the sale of the facility and deferred recognition of a $2 million gain over the life of the lease.

Purchase Commitments

        In the normal course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of December 31, 2007, the Company had approximately $303 million of outstanding purchase commitments, primarily relating to service contracts for information technology (of which $99 million relates to 2008). These purchase obligations extend through 2011.

Contingencies

Company Litigation

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

Guarantees/Indemnifications

Standard Guarantees/Indemnifications

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

F-48

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

16.    Commitments and Contingencies (Continued)

arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

Contractual Obligations to Indemnify Avis Budget for Certain Taxes Relating to the Separation from Avis Budget

        The Predecessor's separation from Avis Budget involved a restructuring of the Travelport business whereby certain former foreign subsidiaries were separated independent of the Predecessor's 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 the Predecessor. In order to induce Avis Budget to approve the separation structure, the Company agreed to indemnify Avis Budget for any increase in Avis Budget's tax liability resulting from the structure. The Company made a payment of approximately $6 million related to this during the fourth quarter 2007.

17.    Equity

Description of Capital Stock

        The Company has authorized share capital of $12,000 and has issued 12,000 shares, with a par value of $1 per share. Subject to any resolution of the Company to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital of the Company is divided into shares of a single class the holders of which, subject to the provisions of the bylaws, are (i) entitled to one vote per share; (ii) entitled to such dividends as the Board may from time to time declare; (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, entitled to the surplus assets of the Company; and (iv) generally entitled to enjoy all of the rights attaching to shares.

        The Board may, subject to the bylaws and in accordance with local legislation, declare a dividend to be paid to the shareholders, in proportion to the number of shares held by them. Such dividend may be paid in cash and/or in kind. No unpaid dividend shall bear interest as against the Company.

        The Board may elect any date as the record date for determining the shareholders entitled to receive any dividend. The Board may declare and make such other distributions to the members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

Contribution from Parent

        During 2006, OEP contributed $125 million to an indirect parent of the Company, which was then loaned by this entity to Worldspan under a PIK note. Upon completion of the acquisition of Worldspan in August 2007, the principal of the $125 million PIK note, plus accrued interest, was repaid and then contributed by the parent to the Company.

F-49

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

17.    Equity (Continued)

Accumulated Other Comprehensive Income

        Accumulated other comprehensive income, net of tax, consisted of:

		Currency Translation Adjustments			Unrealized Gains on Available for Sale Securities			Unrealized Loss on Equity Investment			Unrealized Gains (Losses) on Cash Flow Hedges			Minimum Pension Liability/SFAS 158 Adjustment			Accumulated Other Comprehensive Income
Predecessor
	Balance, January 1, 2005	$	54		$	—		$	—		$	(1	)	$	(16	)	$	37
	Activity during period, net of tax		(124	)		—			—			2			(8	)		(130	)
	Balance, December 31, 2005		(70	)		—			—			1			(24	)		(93	)
	Activity during period, net of tax		135			6			—			(1	)		—			140
	Balance, August 22, 2006	$	65		$	6		$	—		$	—		$	(24	)	$	47
Company
	Activity during period, net of tax	$	20		$	—		$	—		$	(9	)	$	—		$	11
	Balance, December 31, 2006		20			—			—			(9	)		—			11
	Activity during period, net of tax		144			(1	)		(11	)		(13	)		34			153
	Balance, December 31, 2007	$	164		$	(1	)	$	(11	)	$	(22	)	$	34		$	164

18.    Equity-Based Compensation

Travelport Equity-Based Long Term Incentive Program

        The Company introduced an equity-based long term incentive program in 2006 for the purpose of retaining certain key employees. Under this program, key employees were granted restricted equity units and profit interests in the partnership that owns 100% of the Company. The board of directors of the partnership approved the grant of up to approximately 120 million restricted equity units. In December 2007, the equity award program was amended and resulted in the conversion of all profit interests at fair market value into Class A-2 Units, which, along with all outstanding restricted equity units except those granted under the Supplemental Profit Sharing Plan (discussed below), were vested immediately. In addition, under the amended plan, the Board of Directors approved the grant of 16.4 million restricted equity units, representing the remaining unallocated Class B-1, Class C and Class D profit interests. None of the awards require the payment of an exercise price by the recipient.

        Also during 2007 the Company approved the Orbitz Worldwide 2007 Equity and Incentive Plan ("the Orbitz Plan"). The Orbitz Plan provides for the grant of equity based awards to the Orbitz Worldwide directors, officers and other employees, advisors and consultants who are selected by the compensation committee for participation in the Orbitz Plan. The shares of restricted equity units and profit interest in the Travelport equity-based long term incentive plan held by the Orbitz Plan participants, were converted into shares of the Orbitz Plan.

F-50

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

18.    Equity-Based Compensation (Continued)

        The activity of the Company's equity award program is presented below:

	Restricted Equity Units				Profit Interests
	Class A-2				Class B				Class B-1				Class C
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Balance July 13, 2006	—			—	—			—	—			—	—			—
Granted at fair market value	36,372,213		$	1.00	11,278,539		$	0.49	—			—	11,278,539		$	0.43
Balance as of December 31, 2006	36,372,213		$	1.00	11,278,539		$	0.49	—			—	11,278,539		$	0.43
Granted at fair market value	40,988,391		$	2.28	—			—	1,863,294		$	0.67	1,863,294		$	0.65
Exercised	—			—	—			—	—			—	—			—
Conversion/forfeiture of Orbitz Worldwide Units	(4,198,586	)	$	1.03	(1,103,501	)	$	0.49	(99,863	)	$	0.67	(1,203,364	)	$	0.45
Conversion to A-2 Units	38,016,470		$	2.78	(9,946,727	)	$	0.49	(1,763,431	)	$	0.67	(11,710,158	)	$	0.46
Forfeited	(1,177,025	)	$	1.00	(228,311	)	$	0.49	—			—	(228,311	)	$	0.43
Balance as of December 31, 2007	110,001,463		$	2.10	—			—	—			—	—			—

	Profit Interests
	Class C-1				Class D
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Balance July 13, 2006	—			—	—			—
Granted at fair market value	—			—	11,278,539		$	0.38
Balance as of December 31, 2006	—			—	11,278,539		$	0.38
Granted at fair market value	1,769,863		$	0.83	2,748,226		$	0.63
Exercised	—			—	—			—
Conversion/forfeiture of Orbitz Worldwide Units	—			—	(1,203,364	)	$	0.39
Conversion to A-2 Units	(1,769,863	)	$	0.83	(12,595,090	)	$	0.43
Forfeited	—			—	(228,311	)	$	0.38
Balance as of December 31, 2007	—			—	—			—

        The fair value of the 16.4 million restricted equity units that were granted in December 2007 were based on the expected return divided by the number of units issued. The expected return is based on a valuation of the Company's total equity at the time of conversion.

F-51

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

18.    Equity-Based Compensation (Continued)

        The fair value of the Class B-1 and Class C profit interests and 1,863,293 of the Class D profit interests granted during 2007 and 2006 was estimated on the dates of grant using a Monte-Carlo valuation model with the following weighted average assumptions:

	2006		2007
Dividend yield	—		—
Expected volatility	40.00	%	45.00	%
Risk-free interest rate	4.73	%	4.64	%
Expected holding period	6.6 years
Expected holding period Class B			6.2 years
Expected holding period Class C			6.2 years
Expected holding period Class D			6.2 years

        The fair value of the Class C-1 profit interest and 884,933 of the Class D profit interest granted during 2007 was estimated on the dates of grant using a Monte-Carlo valuation model with the following weighted average assumptions:

Dividend yield	—
Expected volatility	45.00	%
Risk-free interest rate	4.51	%
Expected holding period Class C-1	5.8 years
Expected holding period Class D	5.8 years

        During the year ended December 31, 2007, the Company recognized $159 million in compensation expense related to the restricted equity units, Class A-2 units and profit interests.

        In August and November 2007, the Board of Directors approved the grant of 19.8 million restricted equity units pursuant to the Travelport 2007 Supplemental Profit Sharing Plan (the "Profit Sharing Plan"). The Profit Sharing Plan provides for management profit sharing bonus payments aggregating 25% of the amount by which adjusted EBITDA (as defined in the Profit Sharing Plan) exceeds a certain threshold for 2007. The payments will be made in the form of cash or equity issued by the partnership that owns 100% of the Company. The ultimate number of restricted equity units which will vest is dependant on the attainment of the performance goal. For the year ended December 31, 2007, the Company recorded non-cash equity compensation expense of $28 million related to the Profit Sharing Plan.

        In addition, Orbitz Worldwide recorded $4 million of compensation expense related to its equity and incentive plan.

        During the period July 13, 2006 (Formation Date) through December 31, 2006, the Company recorded $6 million of compensation expense related to its equity and incentive plan.

F-52

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

18.    Equity-Based Compensation (Continued)

Avis Budget Stock-Based Compensation Plans

Stock Options

        Stock options granted by Avis Budget to the Predecessor's employees generally had a ten-year term, and those granted prior to 2004 vested ratably over periods ranging from two to five years. In 2004, Avis Budget adopted performance and time vesting criteria for stock option grants. The predetermined performance criteria determined the number of options that will ultimately vest and were based on the growth of Avis Budget's earnings and cash flows over the vesting period of the respective award. The number of options that vested ranged from 0% to 200% of the base award. Vesting occurred over a four-year period, but did not exceed 25% of the base award in each of the three years following the grant date. During 2006, Avis Budget separated two of its subsidiaries, Realogy Corporation and Wyndham Worldwide Corporation. All unvested stock options vested 30 days subsequent to the separation. Avis Budget's policy was to grant options with exercise prices at then-current fair market value.

        The activity of Avis Budget's common stock option plans related to the Predecessor's employees consisted of:

	Year ended December 31, 2005				January 1, 2006 through August 22, 2006
	Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
Balance at beginning of period	7,366,449		$	16.29	6,132,529		$	15.87
Granted at fair market value(a)	134,480			20.03	—			—
Transfers(b)					1,462,169			19.09
Granted in connection with PHH spin-off(c)	305,706			*	—			—
Exercised	(1,192,216	)		13.83	(343,309	)		11.19
Forfeited/canceled	(481,890	)		18.43	(421,543	)		20.18
Vested/converted as a result of separation	—			—	(6,829,846	)		16.53
Balance at end of period	6,132,529		$	15.87	—			—

(*)

Not meaningful.

(a)

Reflects the maximum number of options assuming achievement of all performance and time vesting criteria.

(b)

Represents the number of stock option awarded to Avis Budget employees that became Travelport employees. The number of stock options transferred is equal to the total grants to these employees since the respective plan inception date.

(c)

As a result of the January 2005 distribution of PHH Corporation by Avis Budget, the closing price of Avis Budget common stock was adjusted downward by $1.10 on January 31, 2005. Additionally, Avis Budget granted incremental options to achieve a balance of 1.04249 options outstanding subsequent to the spin-off for each option outstanding prior to the spin-off. The exercise price of each option was also adjusted downward by a proportionate value.

F-53

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

18.    Equity-Based Compensation (Continued)

        The weighted-average grant-date fair value of Avis Budget common stock options granted in 2005 was $5.89. The fair values of these stock options are estimated on the dates of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for Avis Budget common stock options granted in 2005:

	2005
Dividend yield	1.7	%
Expected volatility	30.0	%
Risk-free interest rate	3.8	%
Expected holding period (years)	5.5

Restricted Stock Units

        Restricted Stock Units ("RSUs") granted by Avis Budget entitled the Predecessor employees to receive one share of Avis Budget common stock upon vesting. RSUs granted in 2003 vested ratably over a four-year term. Subsequently, Avis Budget adopted performance and time vesting criteria for RSU grants. The predetermined performance criteria determined the number of RSUs that will ultimately vest and were based on the growth of Avis Budget's earnings and cash flows over the vesting period of the respective award. The number of RSUs that vested ranged from 0% to 200% of the base award. Vesting occurred over a four year period, but did not exceed 25% of the base award in each of the three years following the grant date. Upon the separation of Realogy and Wyndham from Avis Budget, approximately 50% of the unvested RSUs outstanding as of December 31, 2005 were cancelled and the remaining 50% vested thirty days following such separation.

        The activity related to Avis Budget's RSU plan for the Predecessor's employees consisted of:

		Year ended December 31, 2005				January 1, 2006 through August 22, 2006
		Number of RSUs		Weighted Average Grant Price		Number of RSUs		Weighted Average Grant Price
Balance at beginning of year		2,007,022		$	22.96	5,466,924		$	21.24
	Granted at fair market value(a)	4,200,418			20.82
	Transfers(b)					582,953			20.52
	Granted in connection with PHH spin-off(c)	99,314			*
	Vested/exercised	(256,938	)		19.29	(39,981	)		16.21
	Forfeited/canceled	(582,892	)		21.34	(2,876,820	)		21.23
Vested/converted as a result of Separation						(3,133,076	)		21.18
Balance at end of year		5,466,924		$	21.24	—			—

(*)

Not meaningful.

(a)

Reflects the maximum number of RSUs assuming achievement of all performance and time vesting criteria.

F-54

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

18.    Equity-Based Compensation (Continued)

(b)

As a result of the January 2005 spin-off of PHH Corporation by Avis Budget, the closing price of Avis Budget common stock was adjusted downward by $1.10 on January 31, 2005. In order to provide an equitable adjustment to holders of its RSUs, Avis Budget granted incremental RSUs to achieve a balance of 1.0477 RSUs outstanding subsequent to the spin-off for each RSU outstanding prior to the spin-off.

Equity-Based Compensation Expense Allocated to the Company

        During the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, Avis Budget allocated pre-tax equity-based compensation expense of $15 million and $38 million, respectively, to the Predecessor. Such compensation expense relates only to the options and RSUs that were granted by Avis Budget to the Predecessor's employees subsequent to January 1, 2003. The allocation was based on the estimated number of options and RSUs Avis Budget believed it would ultimately provide and the underlying vesting period of the award. As Avis Budget measured its stock-based compensation expense using the intrinsic value method during the periods prior to January 1, 2003, Avis Budget did not recognize compensation expense upon the issuance of equity awards to its employees. Therefore, the Predecessor was not allocated compensation expense for options that were granted by Avis Budget to the Predecessor employees prior to January 1, 2003 (there were no RSUs granted prior to January 1, 2003). See Note 2—Summary of Significant Accounting Policies for more information regarding the accounting policy for stock-based compensation.

19.    Employee Benefit Plans

Defined Contribution Savings Plans

        The Company sponsors a defined contribution savings plan that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company matches the contributions of participating employees on the basis specified by the plan. The Company's cost for contributions to this plan was $5 million and $9 million for the period July 13, 2006 (Formation Date) through December 31, 2006 and the year ended December 31, 2007, respectively. The Predecessor's costs for contributions to this plan were $6 million and $6 million for the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, respectively.

Defined Benefit Pension, Postretirement and Other Plans

        The Company sponsors domestic non-contributory defined benefit pension plans, which cover certain eligible employees. The majority of the employees participating in these plans are no longer accruing benefits. Additionally, the Company sponsors contributory defined benefit pension plans in certain foreign subsidiaries with participation in the plans at the employee's option. Under both the domestic and foreign plans, benefits are based on an employee's years of credited service and a percentage of final average compensation, or as otherwise described by the plan. As of December 31, 2005, 2006 and 2007, the aggregate accumulated benefit obligations of these plans were $306 million, $337 million and $460 million, respectively.

F-55

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Employee Benefit Plans (Continued)

        Substantially all of the defined benefit pension plans maintained by the Company had accumulated benefit obligations that exceeded the fair value of the assets of such plans as of December 31, 2006 and 2005. The Company's policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, plus such additional amounts the Company determines to be appropriate. The Company also maintains post-retirement health and welfare plans for eligible employees of certain domestic subsidiaries.

        The Company uses a December 31, measurement date for its defined benefit pension and postretirement benefit plans. For such plans, the following tables provide a statement of funded status as of December 31, 2005, 2006 and 2007 as well as August 22, 2006 and summaries of the changes in the benefit obligation and fair value of assets for the periods then ended:

	Defined Benefit Pension Plans
	Predecessor						Company
	Year Ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year Ended December 31, 2007
Benefit obligation, beginning of period	$	296		$	306		$	331		$	337
Benefit obligation assumed from Worldspan acquisition		—			—			—			204
Service cost		1			—			—			1
Interest cost		13			8			5			19
Actuarial loss (gain)		16			14			2			(15	)
Net benefits paid		(8	)		(6	)		(3	)		(13	)
Currency translation adjustment and other(1)		(12	)		9			2			(73	)
Benefit obligation, end of period	$	306		$	331		$	337		$	460
Fair value of plan assets, beginning of period	$	219		$	224		$	260		$	285
Fair value of plan assets acquired from Worldspan		—			—			—			220
Return on plan assets		14			22			17			33
Employer contribution		10			7			7			15
Net benefits paid		(8	)		(6	)		(3	)		(13	)
Currency translation adjustment and other(1)		(11	)		13			4			(75	)
Fair value of plan assets, end of period	$	224		$	260		$	285		$	465
Funded status	$	(82	)	$	(71	)	$	(52	)	$	5
Unrecognized actuarial loss(2)		40			29			(8	)		(34	)
Net amount recognized(3)	$	(42	)	$	(42	)	$	(60	)	$	(29	)

(1)

For the year ended December 31, 2007 other includes an adjustment of approximately $75 million to the benefit obligation and fair value of plan assets related a defined benefit plan of a subsidiary

F-56

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Employee Benefit Plans (Continued)

located in the United Kingdom. This plan has characteristics of both a defined benefit plan and a defined contribution plan. During 2007 it was determined that the benefit obligation and fair value of plan assets related to the portion of the plan with the characteristics of a defined contribution plan should be accounted for as a defined contribution plan and therefore were adjusted for and reflected on the summary of the changes in the benefit obligation and fair value of assets.

(2)

Included within Accumulated other comprehensive income or the Company's balance sheet.

(3)

Included with other non-current liabilities on the Company's balance sheet.

	Post Retirement Benefit Plan
	Predecessor						Company
	Year Ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year Ended December 31, 2007
Benefit obligation, beginning of period	$	15		$	13		$	12		$	12
Benefit obligation assumed from Worldspan acquisition		—			—			—			27
Service cost		—			—			—			—
Interest cost		1			—			—			1
Actuarial loss		(1	)		—			—			(1	)
Net benefits paid		(2	)		(1	)		—			(3	)
Benefit obligation, end of period	$	13		$	12		$	12		$	36
Fair value of plan assets, beginning of period	$	—		$	—		$	—		$	—
Employer contribution		1			—			—			3
Net benefits paid		(1	)		—			—			(3	)
Fair value of plan assets, end of period	$	—		$	—		$	—		$	—
Funded status	$	(13	)	$	(12	)	$	(12	)	$	(36	)
Unrecognized actuarial loss		3			—			—			(1	)
Net amount recognized	$	10		$	(12	)	$	(12	)	$	(37	)

F-57

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Employee Benefit Plans (Continued)

        The following table provides the components of net periodic benefit cost for the respective periods:

	Defined Benefit Pension Plans
	Predecessor						Company
	Year Ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year Ended December 31, 2007
Service cost	$	1		$	—		$	—		1
Interest cost		13			8			5		19
Expected return on plan assets		(12	)		(8	)		(5	)	(23	)
Amortization of prior service cost		—			—			—		—
Recognized net actuarial loss		1			2			—		—
Net periodic benefit cost	$	3		$	2		$	—		(3	)

	Post Retirement Benefit Plan
	Predecessor				Company
	Year Ended December 31, 2005		January 1, 2006 through August 22, 2006		July 13, 2006 (Formation Date) through December 31, 2006		Year Ended December 31, 2007
Service cost	$	—	$	—	$	—	$	—
Interest cost		1		—		—		1
Expected return on plan assets		—		—		—		—
Amortization of prior service cost		—		—		—		—
Recognized net actuarial loss		—		—		—		—
Net periodic benefit cost	$	1	$	—	$	—	$	1

        The Company sponsors several defined benefit plans for certain employees located outside the United States. The aggregate benefit obligation for these plans (included in the table above) is $67 million and $80 million as of December 31, 2006 and 2007, respectively, and the aggregate fair value of plan assets includes $61 million and $75 million as of December 31, 2006 and 2007, respectively.

        As a result of the adoption of SFAS No. 158 for the year ended December 31, 2007, the Company was not required to reclassify any costs from other comprehensive income into net period benefit cost. As of December 31, 2007 approximately $34 million of transition assets are recorded as part of other comprehensive income, none of which is expected to be recorded as a component of the net period benefit costs during 2008.

        The Company's defined benefit pension and postretirement benefit plans utilized a weighted average discount rate of 5.5%, 5.2% and 6.4% for 2005, 2006 and 2007, respectively. The Company's defined benefit pension plans utilized a weighted average expected long-term rate of return on plan

F-58

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

19.    Employee Benefit Plans (Continued)

assets of 8.25% for 2005, 2006 and 2007. Such rate is based on long-term capital markets forecasts and risk premiums for respective asset classes, expected asset allocations, expected inflation and other factors. The Company's health and welfare benefit plans use an assumed health care cost trend rate of 7.25% for 2007, declining 1% for each succeeding year until a rate of 5% is achieved. The effect of a one-percentage point change in the assumed health care cost trend would not have a material impact on the net periodic benefit costs or the accumulated benefit obligations of the Company's health and welfare plans.

        The Company seeks to produce a return on investment for the plans which is based on levels of liquidity and investment risk that are prudent and reasonable, given prevailing market conditions. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. The Company manages this allocation strategy with the assistance of independent diversified professional investment management organizations

        The allocation of assets for the benefit plans as of December 31, 2006 and 2007 follows:

	Defined Benefit Pension Plans
	2006		2007
Equity securities	67	%	64	%
Fixed income securities (including cash)	24	%	26	%
Alternative investments	9	%	10	%
Total	100	%	100	%

        The Company's contributions to its defined benefit pension and postretirement benefit plans are estimated to aggregate $18 million in 2008.

        The Company estimates its defined benefit pension and other postretirement benefit plans will pay benefits to participants as follows:

	Defined Benefit Pension Plans		Postretirement Benefit Plan
Fiscal year ending December 31:
2008	$	19		4
2009		20		4
2010		20		4
2011		21		4
2012		22		4
Five fiscal years thereafter		126		14
	$	228	$	34

20.    Segment Information

        Management evaluates the performance of the Company's segments based upon net revenue and "EBITDA", which is defined as income (loss) from continuing operations before income taxes, minority

F-59

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

20.    Segment Information (Continued)

interest, equity in losses of investments, interest expense, net and depreciation and amortization each of which is presented on the statements of operations.

        The reportable segments presented below represent the Company's operating segments for which separate financial information is available and which is utilized on a regular basis by its management to assess financial performance and to allocate resources. Certain expenses which are managed outside of the segments are excluded from the results of the segments and are included within Corporate and other. Although not presented herein, the Company also evaluates the performance of its segments based on segment EBITDA adjusted to exclude the impact of deferred revenue written off due to purchase accounting on the acquisition of Travelport by affiliates of Blackstone and TCV, impairment of intangibles assets, expenses incurred in conjunction with Travelport's separation from Cendant, expenses incurred to acquire and integrate Travelport's portfolio of businesses, costs associated with Travelport's restructuring efforts and development of a global on-line travel platform, non-cash equity-based compensation, and other adjustments made to exclude expenses management views as outside the normal course of operations.

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

	Predecessor (Combined)						Company (Consolidated)
	Year Ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year Ended December 31, 2007
GDS
Net revenue	$	1,515		$	1,006		$	510		$	1,772
Segment EBITDA		500			(1,729	)		129			465
GTA
Net revenue		217			203			84			330
Segment EBITDA		40			33			(15	)		77
Orbitz Worldwide(c)
Net revenue		692			521			248			743
Segment EBITDA		(323	)		(282	)		20			102
Corporate and other
Segment EBITDA(a)		(108	)		(139	)		(59	)		(410	)
Intersegment eliminations(b)
Net revenue		(39	)		(37	)		(19	)		(65	)
Combined Totals
Net revenue	$	2,385		$	1,693		$	823		$	2,780
EBITDA	$	109		$	(2,117	)	$	75		$	234

(a)

Other includes corporate general and administrative costs not allocated to the segments.

(b)

Consists primarily of eliminations related to the inducements paid by GDS to Orbitz Worldwide.

F-60

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

20.    Segment Information (Continued)

(c)

Includes only ten months of activity for 2007, due to the deconsolidation of Orbitz Worldwide effective October 31, 2007.

        Provided below is a reconciliation of EBITDA to loss from continuing operations before income taxes, minority interest and equity in losses of investments:

	Predecessor (Combined)						Company (Consolidated)
	Year Ended December 31, 2005			January 1, 2006 through August 22, 2006			July 13, 2006 (Formation Date) through December 31, 2006			Year Ended December 31, 2007
EBITDA	$	109		$	(2,117	)	$	75		$	234
Interest expense, net		(27	)		(39	)		(150	)		(373	)
Depreciation and amortization		(201	)		(123	)		(77	)		(248	)
Loss from continuing operations before income taxes and, minority interest and equity in losses of investments	$	(119	)	$	(2,279	)	$	(152	)	$	(387	)

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

	Company (Consolidated)
	As of December 31, 2006		As of December 31, 2007
GDS	$	1,825	$	3,222
Orbitz Worldwide		2,058		—
GTA		1,935		2,087
Corporate and other		318		831
Total	$	6,136	$	6,140

        The geographic segment information provided below is classified based on geographic location of the Company's subsidiaries:

	United States		United Kingdom		All Other Countries		Total
Net Revenue
Predecessor
Year ended December 31, 2005	$	1,071	$	245	$	1,069	$	2,385
January 1, 2006 through August 22, 2006		721		206		766		1,693
Company
July 13, 2006 (Formation Date) through December 31, 2006		374		66		383		823
Year ended December 31, 2007		1,204		261		1,315		2,780
Non-Current Assets
Non-current assets as of December 31, 2006		2,169		2,077		1,156		5,402
Non-current assets as of December 31, 2007		2,032		1,818		1,267		5,117

F-61

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

20.    Segment Information (Continued)

        Net revenue by country is determined by the domicile of the legal entity receiving the revenue for consumer revenue and the location code for the segment booking for distribution revenue.

21.    Related Party Transactions

Capital Transactions with Avis Budget

        In 2005, the Company received a $1,703 million capital contribution from Avis Budget primarily in connection with the acquisitions of Gullivers and ebookers and paid a $350 million dividend to Avis Budget in connection with the repatriation of foreign earnings (See Note 14—Long-Term Debt for additional information).

Due from Avis Budget, Net

        The following table summarizes related party transactions occurring between the Predecessor and Avis Budget:

	January 1, 2006 through August 22, 2006
Due from Avis Budget, beginning balance	$	874
Corporate-related functions		(84	)
Related party agreements		16
Income taxes, net		266
Net interest on amounts due to and from Avis Budget		(5	)
Advances to Avis Budget and affiliates, net		(151	)
Non-cash forgiveness of intercompany debt		(916	)
Due from Avis Budget, ending balance	$	—

Corporate-Related Functions

        The Predecessor was allocated general corporate overhead expenses from Avis Budget for corporate-related functions based on a percentage of the Predecessor's forecasted revenue. General corporate overhead expense allocations included executive management, tax, insurance, accounting, legal and treasury services and certain employee benefits, information technology, telecommunications, call centers and real estate usage for common space. During the year ended December 31, 2005, and the period January 1, 2006 through August 22, 2006 the Predecessor was allocated $28 million and $22 million, respectively, of general corporate overhead expenses from Avis Budget, which are included within selling, general and administrative expenses on the accompanying statements of operations.

        Avis Budget also incurred certain expenses on behalf of the Predecessor. These expenses, which directly benefited the Predecessor, were allocated to the Predecessor based upon the Predecessor's actual utilization of the services. Direct allocations included costs associated with information technology, telecommunications, call centers and real estate usage. During the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, the Predecessor was allocated $104 million and $62 million, respectively, of expenses directly benefiting the Predecessor, which are included within selling, general and administrative expenses on the accompanying statements of operations.

        The Predecessor believes the assumptions and methodologies underlying the allocations of general corporate overhead and direct expenses from Avis Budget are reasonable. However, such expenses are not indicative of, nor is it practical or meaningful for the Predecessor to estimate for all historical periods presented, the actual level of expenses that would have been incurred had the Predecessor been operating as a separate, stand-alone public company.

F-62

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

21.    Related Party Transactions (Continued)

Related Party Agreements with Avis Budget

        The Predecessor conducted the following business activities with Avis Budget and its other subsidiaries: (i) provides corporate travel management services to Avis Budget and its affiliates and (ii) maintains marketing agreements with Avis Budget affiliates. In connection with these activities, the Predecessor recorded net revenue of $30 million and $16 million during the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, respectively.

Income Taxes, Net

        As discussed in Note 2—Summary of Significant Accounting Policies, the Predecessor is included in the consolidated federal and state income tax returns of Avis Budget. The income tax payable to Avis Budget was approximately $47 million as of August 22, 2006.

Net Interest on Amounts Due to Avis Budget

        In the ordinary course of business prior to the Acquisition, Avis Budget swept cash from the Predecessor's bank accounts and the Predecessor maintained certain loan balances due to Avis Budget. Inclusive of unpaid corporate allocations, the Predecessor had net amounts due from Avis Budget, exclusive of income taxes, totaling approximately $1,187 million as of December 31, 2005. In connection with the Acquisition, all amounts due from Avis Budget at August 22, 2006 were forgiven. Certain of the advances made to or from Avis Budget were interest bearing. In connection with the interest bearing activity, the Predecessor recorded net interest expense of $10 million and $5 million during the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, respectively.

Transition Services Agreement

        The Company entered into a transition services agreement with Avis Budget, Wyndham Worldwide Corporation and Realogy Corporation in order to maintain certain critical general and administrative functions immediately after the Acquisition and continuing for various periods of time, none of which extend beyond December 2007. Avis Budget, Wyndham and Realogy agreed to provide certain payroll, human resources, systems support, records management and other services to the Company, for which the Company was charged approximately $1 million for the period July 13, 2006 (Formation Date) through December 31, 2006.

Transactions with Entities Related to Owners

        The Blackstone Group is the ultimate majority shareholder in the Company. The Blackstone Group invests in a wide variety of companies operating in many industries. The Company pays an annual monitoring fee to Blackstone, TCV and OEP. During 2006, this management fee was approximately $2 million. In December 2007, the Company received a notice from Blackstone, TCV and OEP terminating the transaction and monitoring fee agreement and electing to receive a lump sum fee in lieu of annual payments of the monitoring fee. The lump sum fee was agreed to be $57 million; accordingly, the Company recorded an expense of $57 million in termination fees (See note 8-Separation and Restructuring Charges).

F-63

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

21.    Related Party Transactions (Continued)

        During 2006, the Company recorded $45 million in transaction costs for advisor services provided by companies controlled by Blackstone and TCV.

22.    Guarantor and Non-Guarantor Financial Statements

        The following consolidating financial statements presents the Company's Consolidating Balance Sheets as of December 31, 2006 and 2007 and the Consolidating Statements of Operations and Cash Flows for the period July 13, 2006 (Formation Date) through December 31, 2006 and for the year ended December 31, 2007 for: (a) Travelport Limited ("the Parent Guarantor"); (b) Waltonville Limited, which is currently in dissolution, and TDS Investor (Luxembourg) s.a.r.l ("the Intermediate Parent Guarantor"), (c) Travelport LLC (formerly known as Travelport Inc.) ("the Issuer"), (d) the guarantor subsidiaries; (e) the non-guarantor subsidiaries; (f) elimination and adjusting entries necessary to combine the Parent and Intermediate Parent Guarantor with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis.

F-64

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING STATEMENT OF OPERATIONS
For the Period July 13, 2006 (Formation Date) through December 31, 2006

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	409		$	434		$	(20	)	$	823
Cost and expenses
	Cost of revenue		—			—			—			71			323			(20	)		374
	Selling, general and administrative		—			—			—			219			123			—			342
	Separation and restructuring charges		—			—			—			17			1			—			18
	Depreciation and amortization		—			—			—			45			32			—			77
	Impairment of intangible assets		—			—			—			14			—			—			14
Total costs and expenses			—			—			—			366			479			(20	)		825
Operating income (loss)			—			—			—			43			(45	)		—			(2	)
Interest expense, net			—			—			(139	)		(9	)		(2	)		—			(150	)
Equity in earnings (losses) of subsidiaries			(150	)		(112	)		27			—			—			235			—
Income (loss) before income taxes and equity in losses of investments			(150	)		(112	)		(112	)		34			(47	)		235			(152	)
(Provision) benefit for income taxes			—			—			—			(7	)		4			—			(3	)
Equity in losses of investments, net			—			—			—			—			(1	)		—			(1	)
Income (loss) from continuing operations, net of tax			(150	)		(112	)		(112	)		27			(44	)		235			(156	)
Loss from discontinued operations, net of tax			—			—			—			—			(2	)		—			(2	)
Gain on disposal of discontinued operations, net of tax			—			—			—			—			8			—			8
Net Income (loss)		$	(150	)	$	(112	)	$	(112	)	$	27		$	(38	)	$	235		$	(150	)

F-65

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING STATEMENT OF OPERATIONS
For the Year Ended December 31, 2007

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	1,175		$	1,670		$	(65	)	$	2,780
Cost and expenses
	Cost of revenue		—			—			—			585			647			(65	)		1,167
	Selling, general and administrative		—			—			—			455			831			—			1,286
	Separation and restructuring charges		—			—			—			90			—			—			90
	Depreciation and amortization		—			—			—			150			98			—			248
	Impairment of intangible assets		—			—			—			1			—			—			1
	Other expense, net		—			—			—			2			—			—			2
Total costs and expenses			—			—			—			1,283			1,576			(65	)		2,794
Operating income (loss)			—			—			—			(108	)		94			—			(14	)
	Interest income (expense), net		9			—			(357	)		(5	)		(20	)		—			(373	)
	Equity in losses of subsidiaries		(445	)		(470	)		(109	)		—			—			1,024			—
Income (loss) before income taxes, minority interest, and equity in losses of investments			(436	)		(470	)		(466	)		(113	)		74			1,024			(387	)
Provision for income taxes			—			—			—			(1	)		(40	)		—			(41	)
Minority interest, net of tax			—			3			—			—			—			—			3
Equity in losses of investments, net			—			(4	)		—			—			—			—			(4	)
Income (loss) from continuing operations, net of tax			(436	)		(471	)		(466	)		(114	)		34			1,024			(429	)
Loss from discontinued operations, net of tax			—			—			—			—			(1	)		—			(1	)
Loss on disposal of discontinued operations, net of tax			—			—			—			—			(6	)		—			(6	)
Net income (loss)		$	(436	)	$	(471	)	$	(466	)	$	(114	)	$	27		$	$1,024		$	(436	)

F-66

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING BALANCE SHEET
As of December 31, 2006

		Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Travelport Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	—	$	—		$	—		$	19		$	76	$	—		$	95
	Accounts receivable, net		—		—			—			78			362		—			440
	Deferred income taxes		—		—			—			5			8		—			13
	Other current assets		—		—			59			39			62		—			160
	Assets of discontinued operations		—		—			—			—			26		—			26
Total current assets			—		—			59			141			534		—			734
Investment in subsidiary/intercompany			769		(1,216	)		2,325			—			—		(1,878	)		—
Property and equipment, net			—		—			—			362			146		—			508
Goodwill			—		—			—			924			1,219		—			2,143
Trademarks and tradenames			—		—			—			538			167		—			705
Other intangible assets, net			—		—			—			954			677		—			1,631
Non-current deferred income taxes			—		—			—			(4	)		38		—			34
Other non-current assets			—		—			125			118			138		—			381
Total assets		$	769	$	(1,216	)	$	2,509		$	3,033		$	2,919	$	(1,878	)	$	6,136
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	—	$	—		$	—		$	71		$	236	$	—		$	307
	Accrued expenses and other current liabilities		—		—			55			367			404		—			826
	Current portion of long-term debt		—		—			22			1			1		—			24
	Deferred income taxes		—		—			—			5			8		—			13
	Liabilities of discontinued operations		—		—			—			—			5		—			5
Total current liabilities			—		—			77			444			654		—			1,175
Long-term debt			—		—			3,622			—			1		—			3,623
Deferred income taxes			—		—			—			—			244		—			244
Tax sharing liability			—		—			—			125			—		—			125
Other non-current liabilities			—		—			26			139			35		—			200
Total liabilities			—		—			3,725			708			934		—			5,367
Total shareholders' equity/intercompany			769		(1,216	)		(1,216	)		2,325			1,985	$	(1,878	)		769
Total liabilities and shareholders' equity		$	769	$	(1,216	)	$	2,509		$	3,033		$	2,919	$	(1,878	)	$	6,136

F-67

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING BALANCE SHEET
As of December 31, 2007

		Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Travelport Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	221	$	—		$	—		$	(6	)	$	94	$	—		$	309
	Accounts receivable, net		—		—			—			98			318		—			416
	Deferred income taxes		—		—			—			4			5		—			9
	Other current assets		2		—			99			69			83		—			253
	Assets of discontinued operations		—		—			—			—			36		—			36
Total current assets			223		—			99			165			536		—			1,023
Investment in subsidiary/intercompany			661		(1,003	)		2,602			—			—		(2,260	)		—
Property and equipment, net			—		—			—			451			90		—			541
Goodwill			—		—			—			962			784		—			1,746
Trademarks and tradenames			—		—			—			313			197		—			510
Other intangible assets, net			—		—			—			1,029			688		—			1,717
Investment in Orbitz Worldwide			—		364			—			—			—		—			364
Non-current deferred income taxes			—		—			—			—			3		—			3
Other non-current assets			9		—			42			126			59		—			236
Total assets		$	893	$	(639	)	$	2,743		$	3,046		$	2,357	$	(2,260	)	$	6,140
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	—	$	—		$	—		$	40		$	151	$	—		$	191
	Accrued expenses and other current liabilities		5		29			37			165			585		—			821
	Current portion of long-term debt		—		—			10			7			—		—			17
	Deferred income taxes		—		—			—			—			—		—			—
	Liabilities of discontinued operations		—		—			—			—			8		—			8
Total current liabilities			5		29			47			212			744		—			1,037
Long-term debt			—		—			3,699			52			—		—			3,751
Deferred income taxes			—		—			—			30			231		—			261
Other non-current liabilities			—		—			—			150			53		—			203
Total liabilities			5		29			3,746			444			1,028		—			5,252
Total shareholders' equity/intercompany			888		(668	)		(1,003	)		2,602			1,329		(2,260	)		888
Total liabilities and shareholders' equity		$	893	$	(639	)	$	2,743		$	3,046		$	2,357	$	(2,260	)	$	6,140

F-68

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CASH FLOWS
For the Period July 13, 2006 (Formation Date) through December 31, 2006

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net income (loss)	$	(150	)	$	(112	)	$	(112	)	$	27		$	(38	)	$	235		$	(150	)
Loss from discontinued operations		—			—			—			—			(6	)		—			(6	)
Income (loss) from continuing operations		(150	)		(112	)		(112	)		27			(44	)		235			(156	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			—			45			32			—			77
Impairment of intangible assets		—			—			—			14			—			—			14
Deferred income taxes		—			—			—			7			(12	)		—			(5	)
Provision for bad debts		—			—			—			—			1			—			1
Amortization of debt issuance costs		—			—			17			—			—			—			17
Unrealized losses on derivative instruments		—			—			11			—			—			—			11
Non-cash charges related to tax sharing liability		—			—			—			5			—			—			5
Non-cash Travelport equity grants		—			—			—			6			—			—			6
Equity in losses of investments		—			—			—			1			—			—			1
Equity in (earnings) losses of subsidiaries		150			112			(27	)		—			—			(235	)		—
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			61			36			—			97
Other current assets		—			—			—			3			33			—			36
Accounts payable, accrued expenses and other current liabilities		—			—			(4	)		(92	)		(5	)		—			(101	)
Other		—			—			—			4			3			—			7
Net cash provided by (used in) operating activities of continuing operations		—			—			(115	)		81			44			—			10

F-69

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CASH FLOWS (Continued)
For the Period July 13, 2006 (Formation Date) through December 31, 2006

		Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Investing activities of continuing operations
Property and equipment additions			—			—		—			(51	)		(15	)		—		(66	)
Businesses acquired, net of cash acquired and acquisition-related payments			—			—		(2,059	)		—			(2,051	)		—		(4,110	)
Loan to Worldspan			(125	)		—		—			—			—			—		(125	)
Net intercompany funding			(777	)		—		(1,318	)		—			2,095			—		—
Proceeds from asset sales			—			—		—			—			—			—		—
Other			—			—		—			(11	)		2			—		(9	)
Net cash provided by (used in) investing activities of continuing operations			(902	)		—		(3,377	)		(62	)		31			—		(4,310	)
Financing activities of continuing operations
Proceeds from borrowings			—			—		3,603			—			—			—		3,603
Principal payments on borrowings			—			—		(6	)		(1,783	)		—			—		(1,789	)
Repayment from Avis Budget			—			—		—			1,783			—			—		1,783
Issuance of common stock			902			—		—			—			—			—		902
Debt issuance cost			—			—		(105	)		—			—			—		(105	)
Net cash provided by financing activities of continuing operations			902			—		3,492			—			—			—		4,394
Effect of changes in exchange rates on cash			—			—		—			—			2			—		2
Net increase in cash and cash equivalents from continuing operations			—			—		—			19			77			—		96
Cash used in discontinued operations
	Operating activities		—			—		—			—			3			—		3
	Investing activities		—			—		—			—			(2	)		—		(2	)
Net cash used in discontinued operations			—			—		—			—			1			—		1
Cash and cash equivalents at beginning of period			—			—		—			—			—			—		—
Cash and cash equivalents at end of period			—			—		—			19			78			—		97
Less cash of discontinued operations			—			—		—			—			(2	)		—		(2	)
Cash and cash equivalents of continuing operations		$	—		$	—	$	—		$	19		$	76		$	—	$	95

F-70

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CASH FLOWS
For the Year Ended December 31, 2007

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities of continuing operations
Net income (loss)	$	(436	)	$	(471	)	$	(466	)	$	(114	)	$	27		$	1,024		$	(436	)
Loss from discontinued operations		—			—			—			—			7			—			7
Income (loss) from continuing operations		(436	)		(471	)		(466	)		(114	)		34			1,024			(429	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:
Depreciation and amortization		—			—			—			150			98						248
Impairment of long-lived assets		—			—			—			—			1			—			1
Loss on sale of assets		—			—			—			3			—			—			3
Deferred income taxes		—			—			—			(4	)		(20	)					(24	)
Provision for bad debts		—			—			—			3			8			—			11
Amortization of debt issuance costs		—			—			40			—			—			—			40
Non-cash charges related to Orbitz Worldwide tax sharing liability		—			—			—			9			3			—			12
Non-cash Travelport equity grants		—			—			—			189			2			—			191
Equity in losses of investments		—			4			—			—			—			—			4
Minority interest, net of tax		—			(3	)		—			—			—			—			(3	)
Equity in losses of subsidiaries		445			470			109			—			—			(1,024	)		—
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			(61	)		117			—			56
Other current assets		—			—			—			(47	)		35			—			(12	)
Accounts payable, accrued expenses and other current liabilities		—			—			—			59			34			—			93
Other		—			—			—			53			(20	)		—			33
Net cash provided by (used in) operating activities of continuing operations		9			—			(317	)		240			292			—			224

F-71

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT LIMITED
CONSOLIDATING CASH FLOWS (Continued)
For the Year Ended December 31, 2007

		Parent Guarantor			Intermediate Parent Guarantor		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Investing activities of continuing operations
Property and equipment additions			—			—		—			(84	)		(20	)		—		(104	)
Businesses acquired, net of cash acquired and acquisition-related payments			—			—		—			(1,074	)		—			—		(1,074	)
Impact on cash from deconsolidation of Orbitz Worldwide			—			—		—			—			(49	)		—		(49	)
Net intercompany funding			(405	)		—		395			880			(870	)		—		—
Proceeds from asset sales			—			—		—			36			57			—		93
Other			—			—		—			(19	)		2			—		(17	)
Net cash provided by (used in) investing activities of continuing operations			(405	)		—		395			(261	)		(880	)		—		(1,151	)
Financing activities of continuing operations
Proceeds from borrowings			—			—		1,040			—			607			—		1,647
Principal payments on borrowings			—			—		(1,093	)		(4	)		—			—		(1,097	)
Issuance of common stock			5			—		—			—			—			—		5
Proceeds from Orbitz Worldwide IPO			477			—		—			—			—			—		477
Contribution of paid in kind note from Parent			135			—		—			—			—			—		135
Debt issuance costs			—			—		(25	)		—			(5	)		—		(30	)
Net cash provided by financing activities of continuing operations			617			—		(78	)		(4	)		602			—		1,137
Effect of changes in exchange rates on cash and cash equivalents			—			—		—			—			4			—		4
Net increase in cash and cash equivalents from continuing operations			221			—		—			(25	)		18			—		214
Cash provided by discontinued operations
	Operating activities		—			—		—			—			2			—		2
Cash and cash equivalents at beginning of period			—			—		—			19			78			—		97
Cash and cash equivalents at end of period			221			—		—			(6	)		98			—		313
Less cash of discontinued operations			—			—		—			—			(4	)		—		(4	)
Cash and cash equivalents of continuing operations		$	221		$	—	$	—		$	(6	)	$	94		$	—	$	309

F-72

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

        The following combining Statements of Operations and Cash Flows for the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006 are presented as if the guarantor/non-guarantor subsidiary structure had been in place at the Predecessor for: (a) Cendant Travel Distribution Service Group, Inc. ("the Parent"); (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries; (d) elimination and adjusting entries necessary to combine the Parent with the guarantor and non-guarantor subsidiaries; and (e) the Company on a combined basis. The condensed financial information of the Intermediate Parent Guarantor and the Issuer are not included for periods prior to August 22, 2006 as these entities did not have any operations prior to this date.

TRAVELPORT BUSINESSES OF AVISBUDGET CORPORATION (PREDECESSOR)
COMBINING STATEMENT OF OPERATIONS
For the Year Ended December 31, 2005

		Parent Guarantor			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Predecessor Combined
Net revenue		$	—		$	1,154		$	1,278		$	(47	)	$	2,385
Cost and expenses
	Cost of revenue		—			440			604			(47	)		997
	Selling, general and administrative		—			422			417			—			839
	Restructuring charges		—			22			—			—			22
	Depreciation and amortization		—			129			72			—			201
	Impairment of intangible assets		—			121			301			—			422
	Other income, net		—			(1	)		(3	)		—			(4	)
Total costs and expenses			—			1,133			1,391			(47	)		2,477
Operating income (loss)			—			21			(113	)		—			(92	)
	Interest expense, net		—			(17	)		(10	)		—			(27	)
	Equity in losses of subsidiaries		(50	)					—			50			—
Income (loss) before income taxes and equity in losses of investments			(50	)		4			(123	)		50			(119	)
Benefit for income taxes			—			66			10			—			76
Equity in losses of investments, net			—			—			(1	)		—			(1	)
Income (loss) from continuing operations, net of tax			(50	)		70			(114	)		50			(44	)
Loss from discontinued operations			—			—			(6	)		—			(6	)
Net income (loss)		$	(50	)	$	70		$	(120	)	$	50		$	(50	)

F-73

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)
COMBINING STATEMENT OF OPERATIONS
January 1, 2006 through August 22, 2006

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Predecessor Combined
Net revenue	$	—		$	838		$	896		$	(41	)	$	1,693
Cost and expenses
Cost of revenue		—			335			421			(41	)		715
Selling, general and administrative		—			343			302			—			645
Separation and restructuring charges		—			92			—			—			92
Depreciation and amortization		—			72			51			—			123
Other income, net		—			(7	)		—			—			(7	)
Impairment of intangible assets		—			2,148			217			—			2,365
Total costs and expenses		—			2,983			991			(41	)		3,933
Operating loss		—			(2,145	)		(95	)		—			(2,240	)
Interest expense, net		—			(26	)		(13	)		—			(39	)
Equity in losses of subsidiaries		(2,176	)		—			—			2,176			—
Loss before income taxes and equity in losses of investments		(2,176	)		(2,171	)		(108	)		2,176			(2,279	)
Benefit (provision) for income taxes		—			132			(16	)		—			116
Equity in losses of investments, net		—			(1	)		—			—			(1	)
Loss from continuing operations, net of tax		(2,176	)		(2,040	)		(124	)		2,176			(2,164	)
Loss from discontinued operations		—			—			(6	)		—			(6	)
Loss from disposal of discontinued operations		—			—			(6	)		—			(6	)
Net loss	$	(2,176	)	$	(2,040	)	$	(136	)	$	2,176		$	(2,176	)

F-74

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)
COMBINING CASH FLOWS
For the Year Ended December 31, 2005

		Parent Guarantor			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Predecessor Combined
Operating activities of continuing operations
Net income (loss)		$	(50	)	$	70		$	(120	)	$	50		$	(50	)
Loss from discontinued operations			—			—			6			—			6
Income (loss) from continuing operations			(50	)		70			(114	)		50			(44	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			—			127			74			—			201
Impairment of intangible assets			—			121			301			—			422
Deferred income taxes			—			(7	)		(50	)		—			(57	)
Provision for bad debts			—			(7	)		(3	)		—			(10	)
Gain on sale of assets			—			—			(1	)		—			(1	)
Non-cash charges related to tax sharing liability			—			16			—			—			16
Equity in losses of subsidiaries			50			—			—			(50	)		—
Equity in losses of investments, net			—			1			—			—			1
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable			—			(5	)		(12	)		—			(17	)
Other current assets			—			3			(2	)		—			1
Accounts payable, accrued expenses and other current liabilities			—			13			5			—			18
Other			—			(14	)		35			—			21
Net cash provided by operating activities of continuing operations			—			318			233			—			551
Investing activities of continuing operations
Property and equipment additions			—			(103	)		(49	)		—			(152	)
Net assets acquired, net of cash acquired and acquisition-related payments			—			4			(1,507	)		—			(1,503	)
Net intercompany funding to Avis Budget			—			(168	)		(314	)		—			(482	)
Proceeds from asset sales			—			1			9			—			10
(Increase) decrease in restricted cash			—			10			(6	)		—			4
Net cash used in investing activities of continuing operations			—			(256	)		(1,867	)		—			(2,123	)
Financing activities of continuing operations
Proceeds from borrowings			—			—			350			—			350
Principal payments on borrowings			—			(2	)		(48	)		—			(50	)
Capital contributions from Avis Budget			—			—			1,703			—			1,703
Dividends paid to Avis Budget			—			(45	)		(305	)		—			(350	)
Net cash provided by (used in) financing activities of continuing operations			—			(47	)		1,700			—			1,653
Effect of changes in exchange rates on cash and cash equivalents			—			—			(36	)		—			(36	)
Net increase in cash and cash equivalents from continuing operations			—			15			30			—			45
Cash used in discontinued operations
	Operating activities		—			—			(4	)		—			(4	)
	Investing activities		—			—			5			—			5
	Effects of exchange rate changes		—			—			(2	)		—			(2	)
Net cash used in discontinued operations			—			—			(1	)		—			(1	)
Cash and cash equivalents at beginning of year			—			(2	)		51			—			49
Cash and cash equivalents at end of year			—			13			80			—			93
Less cash of discontinued operations			—			—			(7	)		—			(7	)
Cash and cash equivalents of continuing operations		$	—		$	13		$	73		$	—		$	86

F-75

TRAVELPORT LIMITED

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unless otherwise noted, all amounts are in millions, except for share data)

22.    Guarantor and Non-Guarantor Financial Statements (Continued)

TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR)
COMBINING CASH FLOWS
For the period January 1, 2006 to August 22, 2006

		Parent Guarantor			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Predecessor Combined
Operating activities of continuing operations
Net loss		$	(2,176	)	$	(2,040	)	$	(136	)	$	2,176		$	(2,176	)
Loss from discontinued operations			—			—			12			—			12
Loss from continuing operations			(2,176	)		(2,040	)		(124	)		2,176			(2,164	)
Adjustments to reconcile net loss to cash provided by operating activities from continuing operations
	Depreciation and amortization		—			72			51			—			123
	Impairment of intangible assets		—			2,148			217			—			2,365
	Deferred income taxes		—			(88	)		(23	)		—			(111	)
	Provision for bad debts		—			—			10			—			10
	Gain on sale of assets		—			—			(9	)		—			(9	)
	Non-cash charges related to tax sharing liability		—			14			—			—			14
	Equity in losses of investments, net		—			1			—			—			1
Changes in assets and liabilities, net of effects from acquisitions and disposals
	Accounts receivable		—			(111	)		27			—			(84	)
	Other current assets		—			(7	)		15			—			8
	Accounts payable, accrued expenses and other current liabilities		—			124			28			—			152
Investment in subsidiaries			2,176			—			—			(2,176	)		—
Other			—			25			(57	)		—			(32	)
Net cash provided by operating activities of continuing operations			—			138			135			—			273
Investing activities of continuing operations
	Property and equipment additions		—			(76	)		(24	)		—			(100	)
	Businesses acquired, net of cash and acquisition related payments		—			—			(20	)		—			(20	)
	Net intercompany funding		—			(38	)		237			—			199
	Proceeds from asset sales		—			—			10			—			10
	Increase in restricted cash		—			—			(5	)		—			(5	)
Net cash provided by (used in) investing activities of continuing operations			—			(114	)		198			—			84
Financing activities of continuing operations
Proceeds from borrowings			—			1,900			—			—			1,900
Principal payments on borrowings			—			(117	)		(350	)		—			(467	)
Payment for settlement of tax sharing liability			—			(32	)		—			—			(32	)
Advance to Avis Budget			—			(1,783	)		—			—			(1,783	)
Net cash used in financing activities of continuing operations			—			(32	)		(350	)		—			(382	)
Effect of changes in exchange rates on cash			—			—			8			—			8
Net increase in cash and cash equivalents from continuing operations			—			(8	)		(9	)		—			(17	)
Cash used in discontinued operations
	Operating activities		—			—			(10	)		—			(10	)
	Investing activities		—			—			3			—			3
Net cash used in discontinued operations			—			—			(7	)		—			(7	)
Cash and cash equivalents at beginning of period			—			13			80			—			93
Cash and cash equivalents at end of period		$	—		$	5		$	64		$	—		$	69

F-76

EXHIBIT INDEX

Exhibits No.	Description
2.1	Purchase Agreement by and among Cendant Corporation, Travelport Americas, Inc. (f/k/a Travelport Inc.), and Travelport LLC (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC), dated as of June 30, 2006 (Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.2	Amendment to the Purchase Agreement among Cendant Corporation, Travelport Americas, Inc., (f/k/a Travelport Inc.) (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC) and Travelport Limited (f/k/a TDS Investor (Bermuda), Ltd.), dated as of August 23, 2006, to the Purchase Agreement dated as of June 30, 2006 (Incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.3	Agreement and Plan of Merger by and among Travelport LLC (f/k/a Travelport Inc.) Warpspeed Sub Inc., Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., Ontario Teachers Pension Plan Board and Blackstone Management Partners V, L.P., dated as of December 7, 2006 (Incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
2.4	Separation and Distribution Agreement by and among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006 (Incorporated by reference to Exhibit 2.1 to Cendant Corporation's Current Report on Form 8-K dated August 1, 2006).
3.1	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
3.2	Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.1	Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Notes (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.2	Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Subordinated Notes (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.3	Supplemental Indenture No. 1 (with respect to the Senior Notes) dated January 11, 2007 between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.4	Supplemental Indenture No. 1 (with respect to the Senior Subordinated Notes) dated January 11, 2007 between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).

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4.5	Supplemental Indenture No. 2 (with respect to the Senior Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
4.6	Supplemental Indenture No. 2 (with respect to the Senior Subordinated Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.1	Second Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, as further amended and restated on May 23, 2007, among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 30, 2007 (dated May 23, 2007)).
10.2	Security Agreement dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited. Certain Subsidiaries of Holdings Identified Herein and UBS AG, Stamford Branch (Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.3	Transition Services Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006 (Incorporated by reference to Exhibit 10.1 to Cendant Corporation's Current Report on Form 8-K dated August 1, 2006).
10.4	Tax Sharing Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 28, 2006 (Incorporated by reference to Exhibit 10.1 to Cendant Corporation's Current Report on Form 8-K dated August 1, 2006).
10.5	Separation Agreement, dated as of July 25, 2007, by and between Travelport Limited and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).
10.6	Transition Services Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).
10.7	Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).
10.8	Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. and Galileo Nederland B.V. (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)).*

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10.9	Employment Agreement of Jeff Clarke, dated as of September 26, 2006 (Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.10	Service Agreement dated as of March 30, 2007, between Gordon Wilson and Galileo International Limited (Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.11	Form of Employment Agreement (Incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.12	Profit Interest Award Agreement of Gordon Wilson, dated as of October 13, 2006 (Incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.13	Form of Profit Interest Award Agreement (Incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.14	Restricted Equity Unit Award Agreement for Jeff Clarke, dated as of October 6, 2006 (Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.15	Restricted Equity Unit Award Agreement for Gordon Wilson, dated as of October 13, 2006 (Incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.16	Form of Restricted Equity Unit Award Agreement (Incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.17	Form of Purchased Restricted Equity Units Award Agreement (Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.18	Form of 2006 Interest Plan (Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.19	Amended and Restated Partnership Agreement, dated as of March 26, 2007 (Incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
10.20	Deferred Compensation Plan.
10.21	Form of Travelport 2007 Supplemental Profit Sharing Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 25, 2007 (dated July 19, 2007)).
10.22	Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated Agreement of Exempted Limited Partnership (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).
10.23	Form of Amendment No. 1 to Management Equity Award Agreement (Restricted Equity Units (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).
10.24	Form of Amendment No. 1 to Management Equity Award Agreement (Profits Interests) (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).

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10.25	Form of Management Equity Award Agreement (Senior Leadership Team) (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).
10.26	Form of Management Equity Award Agreement for Gordon Wilson (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).
10.27	TDS Investor (Cayman) L.P. Second Amended and Restated 2006 Interest Plan (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Travelport Limited on August 28, 2007 (dated August 22, 2007)).
10.28	Form of TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership.
10.29	TDS Investor (Cayman) L.P. Third Amended and Restated 2006 Interest Plan.
10.30	Letter Agreement between Patrick J. Bourke III and the Company, dated as of July 21, 2006.
10.31	Amendment 6 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.*
10.32	Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.*
10.33	Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.*
10.34	Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.*
12	Statement re: Computation of Ratio of Earnings to Fixed Charges.
21	List of Subsidiaries.
31.1	Certification of Chief Executive Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer Pursuant to Rules 13(a)-14(a) and 15(d)-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

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

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QuickLinks

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
PART I

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A(T). CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table
Outstanding Equity Awards at 2007 Fiscal-Year End
Option Exercises and Stock Vested in 2007
Pension Benefits in 2007
Nonqualified Deferred Compensation in 2007
Potential Payments Upon Termination of Employment or Change in Control

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS, FINANCIALS STATEMENT SCHEDULES.
ITEM 15(A)(1) FINANCIAL STATEMENTS
ITEM 15(A)(3) EXHIBITS

SIGNATURES
TRAVELPORT LIMITED INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
TRAVELPORT LIMITED STATEMENTS OF OPERATIONS (in millions)
TRAVELPORT LIMITED BALANCE SHEETS (in millions, except per share data)
TRAVELPORT LIMITED STATEMENTS OF CASH FLOWS (in millions)
TRAVELPORT LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (in millions)
TRAVELPORT LIMITED NOTES TO FINANCIAL STATEMENTS (Unless otherwise noted, all amounts are in millions, except for share data)
TRAVELPORT LIMITED CONSOLIDATING STATEMENT OF OPERATIONS For the Period July 13, 2006 (Formation Date) through December 31, 2006
TRAVELPORT LIMITED CONSOLIDATING STATEMENT OF OPERATIONS For the Year Ended December 31, 2007
TRAVELPORT LIMITED CONSOLIDATING BALANCE SHEET As of December 31, 2006
TRAVELPORT LIMITED CONSOLIDATING BALANCE SHEET As of December 31, 2007
TRAVELPORT LIMITED CONSOLIDATING CASH FLOWS For the Period July 13, 2006 (Formation Date) through December 31, 2006
TRAVELPORT LIMITED CONSOLIDATING CASH FLOWS (Continued) For the Period July 13, 2006 (Formation Date) through December 31, 2006
TRAVELPORT LIMITED CONSOLIDATING CASH FLOWS For the Year Ended December 31, 2007
TRAVELPORT LIMITED CONSOLIDATING CASH FLOWS (Continued) For the Year Ended December 31, 2007
TRAVELPORT BUSINESSES OF AVISBUDGET CORPORATION (PREDECESSOR) COMBINING STATEMENT OF OPERATIONS For the Year Ended December 31, 2005
TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR) COMBINING STATEMENT OF OPERATIONS January 1, 2006 through August 22, 2006
TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR) COMBINING CASH FLOWS For the Year Ended December 31, 2005
TRAVELPORT BUSINESSES OF AVIS BUDGET GROUP, INC. (PREDECESSOR) COMBINING CASH FLOWS For the period January 1, 2006 to August 22, 2006
EXHIBIT INDEX

EX-10.20

Exhibit 10.20

TRAVELPORT AMERICAS, LLC

OFFICER DEFERRED COMPENSATION PLAN

ARTICLE 1-INTRODUCTION

1.1 Purpose of Plan

The Company has adopted the Plan set forth herein to provide a means by which certain employees may elect to defer receipt of designated percentages or amounts of their Compensation and to provide a means for certain other deferrals of Compensation.

1.2 Status of Plan

The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), and shall be interpreted and administered to the extent possible in a manner consistent with such intent. The Plan is also intended to comply with the American Jobs Creation Act of 2004 and Internal Revenue Code Section 409A and the regulations and guidance thereunder and shall be interpreted accordingly.

ARTICLE 2-DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 Account means, for each Participant, the account established for his or her benefit under Section 5.1.

2.2 Change of Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Code Section 409A.

2.3 Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.4 Company means Travelport Americas, Inc. and its successors.  Effective June 11, 2007, Company means Travelport Americas, LLC.

2.5 Compensation means a Participant’s annual base salary, Semi-annual bonus and commissions.  Effective January 1, 2008, Compensation also means, a Participant’s Deal/Transition bonus, Retention bonus, Discretionary bonus and awards under the Restricted Cash Award Program.  Effective January 1, 2008, Compensation shall include a Participant’s annual base salary and commissions only in excess of the compensation limit of Code Section 401(a)(17) (as annually adjusted) in effect during the Plan Year.

2.4 Disability or Disabled means (a) the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer; provided that a Participant shall only be considered to have a Disability or be Disabled if such Participant has a “disability” or is “disabled” within the meaning of such terms under Code Section 409A. Notwithstanding the foregoing, a Participant shall be deemed Disabled if he or she is determined to be totally disabled by the Social Security Administration. The Plan Administrator shall determine whether or not a Participant is Disabled based on such evidence as the Plan Administrator deems necessary or advisable.

2.5 Discretionary Matching Contribution means a contribution for the benefit of a Participant as described in Section 4.3.

2.6 Effective Date means September 1, 2006.

2.7 Election Form means the participation election form as approved and prescribed by the Plan Administrator.

2.8 Elective Deferral means the portion of Compensation which is deferred by a Participant under Section 4.1.

2.9 Eligible Employee means, on the Effective Date or on any date thereafter, each employee of the Employer who is a senior officer and above.  Effective January 1, 2008, an Eligible Employee means an employee of the Employer who is classified by the Employer as Band 9 level and above.

2.10 Employer means the Company and any majority-owned U.S. subsidiary of Travelport Limited, whether directly or indirectly held, that participates in the Plan with the approval of the Board of Directors or the Employee Benefits Committee of the Company; provided, however, that effective January 1, 2008, Orbitz Worldwide, Inc. and its subsidiaries shall be excluded from the definition of “Employer.”

2.11 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.12 Matching Contribution means a contribution for the benefit of a Participant as described in Section 4.2.

2.13 Participant means any individual who participates in the Plan in accordance with Article 3.

2.14 Plan means this Travelport Americas, LLC Deferred Compensation Plan, as amended from time to time.

2.15 Plan Administrator means the Company.

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2.16 Plan Year means the consecutive twelve-month period commencing on January 1 and ending on the following December 31.

2.17 Separation from Service means a Participant’s death, retirement or other termination of employment with the Employer and all of its affiliates (as determined in accordance with Code Section 409A(2)(A)(i)). For this purpose, the employment relationship shall, to the extent required under Code Section 409A to avoid the imposition of additional or accelerated taxation, be treated as continuing intact while the Participant is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government), except that if the period of such leave exceeds six (6) months and the Participant’s right to reemployment is not provided for by statute or contract, then the employment relationship shall be deemed to have terminated on the first day immediately following such six-month period.

2.18 Trust means the trust established by the Employer that identifies the Plan as a plan with respect to which assets are to be held by the Trustee.

2.19 Trustee means the trustee or trustees under the Trust.

ARTICLE 3-PARTICIPATION

3.1 Commencement of Participation

Any individual who elects to defer part of his or her Compensation in accordance with Section 4.1 shall become a Participant in the Plan as of the date such deferrals commence in accordance with Section 4.1 whether or not any such election is made.

3.2 Continued Participation

A Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account. Notwithstanding the foregoing, Participation in respect of any calendar year is not a guarantee of participation in respect of any future calendar year.

ARTICLE 4-ELECTIVE DEFERRALS, MATCHING AND DISCRETIONARY MATCHING CONTRIBUTIONS

4.1 Elective Deferrals

An individual who is an Eligible Employee on the Effective Date may, by completing an Elections Form and filing it with the Plan Administrator within 30 days following the Effective Date, elect to defer a percentage or dollar amount of one or more payments of Compensation, on such terms as the Plan Administrator may permit, which are payable to the Participant after the date on which the individual files the Election Form. Any individual who becomes an Eligible Employee after the Effective Date may, by completing an Election Form and filing it with the Plan Administrator within 30 days following the date on which the Plan Administrator gives such individual written notice that the individual is an Eligible Employee, elect to defer a percentage or dollar amount of one or more payments of Compensation, on such terms as the Plan Administrator may permit, which are payable to the Participant after the date on which the individual files the Election Form. Any Eligible Employee who has not otherwise initially elected to defer Compensation in accordance with this paragraph 4.1 may elect to defer a percentage or dollar amount of one or more payments of Compensation, on such terms as the Plan Administrator may permit, commencing with Compensation paid in the next succeeding Plan

3

Year, by completing an Election Form prior to the first day of such succeeding Plan Year. A Participant’s Compensation shall be reduced in accordance with the Participant’s election hereunder and amounts deferred hereunder shall be paid by the Employer to the Trust as soon as administratively feasible and credited to the Participant’s Account as of the date the amounts are received by the Trustee.

An election to defer a percentage or dollar amount of Compensation for any Plan Year shall apply for subsequent Plan Years unless changed or revoked. A Participant may change or revoke his or her future deferral election as of the first day of any Plan Year by giving written notice to the Plan Administrator before such first day (or any such earlier date as the Plan Administrator may prescribe).

4.2 Matching Contributions

After each payroll period, monthly, quarterly, or annually, at the Employer’s discretion, the Employer shall contribute to the Trust Matching Contributions equal to the rate of Matching Contribution selected by the Employer at the beginning of the Plan Year and multiplied by the amount of the Elective Deferrals credited to the Participants’ Accounts for such period under Section 4.1. Each Matching Contribution will be credited, as of the later of the date it is received by the Trustee or the date the Trustee receives from the Plan Administrator such instructions as the Trustee may reasonably require to allocate the amount received among the asset accounts maintained by the Trustee, to the Participants’ Accounts pro rata in accordance with the amount of Elective Deferrals of each Participant which are taken into account in calculating the Matching Contribution.

4.3 Discretionary Matching Contributions

Effective January 1, 2008, after each payroll period, monthly, quarterly, or annually, at the Employer’s discretion, the Employer may contribute to the Trust Discretionary Matching Contributions based upon criteria established by the Employer.  Each Discretionary Matching Contribution will be credited, as of the later of the date it is received by the Trustee or the date the Trustee receives from the Plan Administrator such instructions as the Trustee may reasonably require to allocate the amount received among the asset accounts maintained by the Trustee, to the Participants’ Accounts.

ARTICLE 5-ACCOUNTS

5.1 Accounts

The Plan Administrator shall establish an Account for each Participant reflecting Elective Deferrals, Matching Contributions and Discretionary Matching Contributions made for the Participant’s benefit together with any adjustments for income, gain or loss and any payments from the Account. The Plan Administrator may cause the Trustee to maintain and invest separate asset accounts corresponding to each Participant’s Account. As of the last business day of each calendar quarter, the Plan Administrator shall provide the Participant with a statement of his or her Account reflecting the income, gains and losses (realized and unrealized), amounts of deferrals, and distributions of such Account since the prior statement.

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5.2 Investments

The assets of the Trust shall be invested in such investments as the Trustee shall determine. The Trustee may (but is not required to) consider the Employer’s or a Participant’s investment preferences when investing the assets attributable to a Participant’s Account.

ARTICLE 6-VESTING

6.1 General

A Participant shall be immediately vested in, i.e., shall have a nonforfeitable right to, all Elective Deferrals, all Matching Contributions and all Discretionary Matching Contributions, and all income and gain attributable thereto, credited to his or her Account.

ARTICLE 7-PAYMENTS

7.1 Election as to Time and Form of Payment

A Participant shall elect (on the Election Form used to elect to defer Compensation under Section 4.1) the date at which the Elective Deferrals, Matching Contributions and Discretionary Matching Contributions (including any earnings attributable thereto) will commence to be paid to the Participant. Such date will be either a fixed date, which shall be no earlier than 5 years from the date such election is made or shall be the date which is 7 months following the Participant’s Separation from Service. The Employer may impose additional requirements on such elections. The Participant shall also elect thereon for payments to be paid in either:

a. a single lump-sum payment; or

b. annual installments over a period elected by the Participant up to 10 years, the amount of each installment to equal the balance of his or her Account immediately prior to the installment divided by the number of unpaid installments

Each such election will be effective for the Plan Year for which it is made and succeeding Plan Years. Such election may not be changed under any circumstances. Except as provided in Sections 7.2 and 7.3, payment of a Participant’s Account shall be made in accordance with the Participant’s elections under this Section 7.1.

7.2 Change of Control

As soon as possible following a Change of Control, each Participant shall be paid his or her entire Account balance in a single lump sum as soon as administratively practicable after such Change in Control.

7.3 Death

If a Participant dies prior to the complete distribution of his or her Account, the balance of the Account shall be paid as soon as practicable to the Participant’s designated beneficiary or beneficiaries, in the form elected by the Participant under either of the following options:

5

a. a single lump-sum payment; or

b. annual installments over a period elected by the Participant up to 10 years, the amount of each installment to equal the balance of the Account immediately prior to the installment divided by the number of unpaid installments.

Any designation of beneficiary and form of payment to such beneficiary shall be made by the Participant on an Election Form filed with the Plan Administrator and may be changed by the Participant at any time by filing another Election Form containing the revised instructions. If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or, if none, to his or her issue per stirpes, in a single payment. If no spouse or issue survives the Participant, payment shall be made in a single lump sum to the Participant’s estate.

7.4 Disability

If a Participant becomes Disabled prior to the complete distribution of his or her Account, the balance of the Account shall be paid as soon as practicable to the Participant in the form previously elected by the Participant under either of the following options:

a. a single lump-sum payment; or

b. annual installments over a period elected by the Participant up to 10 years, the amount of each installment to equal the balance of the Account immediately prior to the installment divided by the number of unpaid installments.

7.5 Taxes

All federal, state or local taxes that the Plan Administrator determines are required to be withheld from any payments made pursuant to this Article 7 shall be withheld.

7.6 Income Inclusion Under Section 409A of the Code

If the Internal Revenue Service or a court of competent jurisdiction determines that Plan benefits are includible for federal income tax purposes in the gross income of a Participant before his or her actual receipt of such benefits due to a failure of the Plan to satisfy the requirements of Code Section 409A, the Participant’s vested Account balance shall be distributed to the Participant in a lump sum cash payment immediately following such determination or as soon as administratively practicable thereafter; provided, however, that such payment may not exceed the amount required to be included in income as a result of the failure to satisfy the requirements of section 409A of the Code.

ARTICLE 8 - PLAN ADMINISTRATOR

8.1 Plan Administration and Interpretation

The Plan Administrator shall oversee the administration of the Plan. The Plan Administrator shall have complete control and authority to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Participant, beneficiary,

6

deceased Participant, or other person having or claiming to have any interest under the Plan. The Plan Administrator shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual(s) serving as Plan Administrator who is a Participant will not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by a Participant, a beneficiary, the Employer or the Trustee. The Plan Administrator shall have the responsibility for complying with any reporting and disclosure requirements or ERISA.

8.2 Powers, Duties, Procedures, Etc.

The Plan Administrator shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, and shall follow such claims and appeal procedures with respect to the Plan as it may establish.

8.3 Information

To enable the Plan Administrator to perform its functions, the Employer shall supply full and timely information to the Plan Administrator on all matters relating to the compensation of Participants, their employment, retirement, death, termination of employment, and such other pertinent facts as the Plan Administrator may require.

8.4 Indemnification of Plan Administrator

The Employer agrees to indemnify and to defend to the fullest extent permitted by law any officer(s) or employee(s) who serve as Plan Administrator (including any such individual who formerly served as Plan Administrator) against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

ARTICLE 9 -AMENDMENT AND TERMINATION

9.1 Amendments

The Employer shall have the right to amend the Plan from time to time, subject to Section 9.3, by an instrument in writing which has been executed on the Employer’s behalf by its duly authorized officer.

9.2 Termination of Plan

This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Eligible Employee (or any other employee) or a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee (or other employee). The Employer reserves the right to terminate the Plan at any time, subject to Section 9.3, by an instrument in writing which has been executed on the Employer’s behalf by its duly authorized officer. Upon termination, the Employer may (a) elect to continue to maintain the Trust to pay benefits

7

hereunder as they become due as if the Plan had not terminated or (b) so long as permissible under Code Section 409A to avoid the imposition of additional or accelerated taxation, direct the Trustee to pay promptly to Participants (or their beneficiaries) the vested balance of their Accounts.

9.3 Existing Rights

No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts that have been credited to his or her Account prior to the date of such amendment or termination.

ARTICLE 10 – MISCELLANEOUS

10.1 No Funding

The Plan constitutes a mere promise by the Employer to make payments in accordance with the terms of the Plan and Participants and beneficiaries shall have the status of general unsecured creditors of the Employer. Nothing in the Plan will be construed to give any employee or any other person rights to any specific assets of the Employer or of any other person. In all events, it is the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.

10.2 Non-assignability

None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of any Participant or beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such Participant or beneficiary, nor shall any Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise. under the Plan.

10.3 Limitation of Participants’ Rights

Nothing contained in the Plan shall confer upon any person a right to be employed or to continue in the employ of the Employer, or interfere in any way with the right of the Employer to terminate the employment of a Participant in the Plan at any time, with or without cause.

10.4 Participants Bound

Any action with respect to the Plan taken by the Plan Administrator or the Employer or the Trustee or any action authorized by or taken at the direction of the Plan Administrator, the Employer or the Trustee shall be conclusive upon all Participants and beneficiaries entitled to benefits under the Plan.

10.5 Receipt and Release

Any payment to any Participant or beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employer, the Plan Administrator and the Trustee under the Plan, and the Plan Administrator may require such Participant or beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or beneficiary is determined by the Plan Administrator

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to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Plan Administrator may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Plan Administrator, the Employer or the Trustee to follow the application of such funds.

10.6 Governing Law

The Plan shall be construed, administered, and governed in all respects under and by the laws of the state of New York, without effect to conflicts of laws provisions thereof that would direct the application of the law of any other state. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

10.7 Headings and Subheadings

Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

10.8 Offset to Benefits

Amounts payable to the Participant under the Plan may be offset by any reasonable monetary claims the Employer has against the Participant.

Travelport Americas, LLC

By:

Name:

Title:

Date:

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EX-10.28

Exhibit 10.28

FORM OF

TDS INVESTOR (CAYMAN) L.P.

SIXTH AMENDED AND RESTATED

AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP

Dated as of December 19, 2007

TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS				2
	Section 1.1.   Definitions			2
	Section 1.2.   Construction			2
ARTICLE II GENERAL PROVISIONS				2
		Section 2.1.   Formation		2
		Section 2.2.   Name		3
		Section 2.3.   Term		3
		Section 2.4.   Purpose; Powers		3
		Section 2.5.   Place of Business		3
		Section 2.6.   Foreign Qualification		3
		Section 2.7.   Title to Assets		3
		Section 2.8.   Fiscal Year		3
ARTICLE III ADMISSION OF PARTNERS				4
		Section 3.1.   Partnership Interests		4
		Section 3.2.   Dispositions of Partnership Interests		5
		Section 3.3.   Admission of Additional Limited Partners		5
		Section 3.4.   Information		5
		Section 3.5.   Cessation of Partnership Interest		6
		Section 3.6.   Spouses of Partners		6
ARTICLE IV RESTRICTIONS ON DISPOSITIONS OF INTERESTS				6
		Section 4.1.   Restrictions On Dispositions		6
		Section 4.2.   Class A-1 Permitted Dispositions		7
		Section 4.3.   Class A-1 Tag-Along Rights		8
		Section 4.4.   Class A-1 Drag-Along Rights		9
		Section 4.5.   Conversion to IPO Corporation		10
		Section 4.6.   Management Interests Permitted Dispositions		11
		Section 4.7.   Management Interest Tag-Along Rights		12
		Section 4.8.   Management Drag-Along Rights		13
		Section 4.9.   Right of First Refusal		14
		Section 4.10.   Specific Performance		16
ARTICLE V CAPITAL CONTRIBUTIONS				16
	Section 5.1.   Initial Capital Contributions; Capital Contributions on the Date Hereof		16
	Section 5.2.   Additional Contributions		17
	Section 5.3.   Return of Contributions		17
	Section 5.4.   Capital Account		17
	Section 5.5.   Pre-emptive Rights; Other Pro Rata Rights		17

			Page
ARTICLE VI REPRESENTATIONS AND WARRANTIES			19
		Section 6.1.   Partners’ Representations and Warranties	19
		Section 6.2.   Management Limited Partners’ Additional Representations and Warranties	20
ARTICLE VII DISTRIBUTIONS			21
	Section 7.1.   Distributions		21
	Section 7.2.   Tax Distributions		21
ARTICLE VIII ALLOCATIONS			22
	Section 8.1.   Allocations of Profits and Losses		22
	Section 8.2.   Special Allocations		22
	Section 8.3.   Income Tax Allocations		23
ARTICLE IX MANAGEMENT OF THE PARTNERSHIP			24
		Section 9.1.   Management	24
		Section 9.2.   Reliance by Third Parties	24
		Section 9.3.   Compensation and Reimbursement of General Partner	25
		Section 9.4.   Certain Duties and Obligations of the Partners; Exculpation; Indemnity	25
		Section 9.5.   No Recourse Agreement	27
ARTICLE X RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS			27
		Section 10.1.   Limitation of Liability	27
		Section 10.2.   Management of the Business	27
		Section 10.3.   Outside Activities	28
ARTICLE XI TAXES			28
		Section 11.1.   Tax Matters Partner	28
		Section 11.2.   Information Rights	29
		Section 11.3.   Tax Withholding	30
ARTICLE XII MANAGEMENT LIMITED PARTNERS			30
		Section 12.1.   Vested Interests and Unvested Interests; Forfeiture of Unvested Interests	30
		Section 12.2.   Call Rights	30
		Section 12.3.   Put Rights	33
		Section 12.4.   Fair Market Value	35
		Section 12.5.   Voting; Power of Attorney	35
ARTICLE XIII BOOKS AND BANK ACCOUNTS			36
		Section 13.1.   Maintenance of Books	36

ii

						Page
	Section 13.2.   Accounts					36
ARTICLE XIV DISSOLUTION, WINDING-UP AND TERMINATION						36
		Section 14.1.   Dissolution of the Partnership				36
		Section 14.2.   Winding-up and Termination				37
		Section 14.3.   Deficit Capital Accounts				38
		Section 14.4.   Dissolution				38
ARTICLE XV WITHDRAWAL OF PARTNERS						38
			Section 15.1.   Withdrawal of General Partner			38
			Section 15.2.   Withdrawal of Limited Partners			38
ARTICLE XVI GENERAL PROVISIONS						38
				Section 16.1.   Offset		38
				Section 16.2.   Notices		38
				Section 16.3.   Entire Agreement; Supersede		39
				Section 16.4.   Effect of Waiver or Consent		39
				Section 16.5.   Amendment or Restatement		39
				Section 16.6.   Termination		40
				Section 16.7.   Binding Effect		40
				Section 16.8.   Governing Law; Severability; Limitation of Liability		40
				Section 16.9.   Further Assurances		41
				Section 16.10.   Indemnification		41
				Section 16.11.   Counterparts		41
				Section 16.12.   Other Covenants		41
				Section 16.13.   VCOC; Condition to Funding		42
				Section 16.14.   Registration Rights		42
Exhibits
Exhibit A					Definitions
Exhibit B					Form of Spousal Agreement
Exhibit C					Form of Addendum Agreement
Exhibit D					Registration Rights Agreement

iii

TDS INVESTOR (CAYMAN) L.P.

This SIXTH AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP, dated as of December 19, 2007 (the “Agreement”), is being entered into by and among TDS Investor (Cayman) GP Ltd., a Cayman Islands exempted company limited by shares, as General Partner, and the Limited Partners listed on the signature pages hereto as “Limited Partners” or “Management Limited Partners” and such other Persons as shall hereinafter become Partners as hereinafter provided.

Preliminary Statement

(a)           The General Partner and those Limited Partners who were Limited Partners prior to October 13, 2006 (the “Initial Limited Partners”) funded the Partnership with a combination of equity contributions, which funds were used to complete the transactions (the “Transactions”) contemplated by the purchase agreement by and among Cendant Corporation, Travelport Inc. and TDS Investor LLC, dated as of June 30, 2006, as amended (the “Purchase Agreement”);

(b)           This Agreement was previously amended and restated as of October 13, 2006 in connection with the investment by certain employees of Subsidiaries of the Partnership (the “Initial Management Limited Partners”) who funded the Partnership with additional equity contributions and/or provision of services to the Partnership and its Subsidiaries, as further described in the applicable Management Equity Award Agreements (the “Management Equity Award Agreements”) between the Partnership and the applicable Initial Management Limited Partner dated as of October 13, 2006;

(c)           In connection with the execution of the merger agreement by and among Travelport, Inc., Warpspeed Sub Inc., Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P. and Ontario Teachers Pension Plan Board dated as of December 7, 2006, as amended (the “Merger Agreement”), OEP TP, Ltd. invested $125 million in Class A-1 Interests and, pursuant to that certain Joiner and Investment Agreement, dated as of December 7, 2006 (the “Joinder Agreement”), as of such time, became a Limited Partner of the Partnership; and

(d)           Pursuant to the Joinder Agreement, the General Partner and the Sponsor Groups further amended and restated the agreement of exempted limited partnership dated as of October 13, 2006 (the “October Agreement”), which amendments did not require the approval or consent of any other Limited Partner under the October Agreement.

(e)           The General Partner and the Sponsor Groups further amended and restated the agreement of exempted limited partnership dated as of March 26, 2007 (the “March Agreement”), which amendments did not require the approval or consent of any other Limited Partner under the March Agreement.

(f)            The General Partner and the Sponsor Groups further amended and restated the agreement of exempted limited partnership dated as of November 6, 2007 (the “November Agreement”), which amendments did not require the approval or consent of any other Limited Partner under the November Agreement, in connection with the investment by certain employees of Subsidiaries of the Partnership (the “2007 Management Limited Partners”) who funded the

Partnership with additional provision of services to the Partnership and its Subsidiaries, as further described in the applicable Management Equity Award Agreements between the Partnership and the applicable 2007 Management Limited Partner dated as of August 21, 2007.

(g)           The General Partner and the Sponsor Groups desire to further amend and restate the agreement of exempted limited partnership dated as of November 6, 2007 (the “Existing Agreement”), [which amendments do not require the approval or consent of any Limited Partner under the Existing Agreement], in connection with the conversion of certain Management Interests in connection with the amendment of the Management Equity Award Agreements.

Agreement

In consideration of the mutual promises and agreements made in this Agreement and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1.   Definitions.  Capitalized terms used in the Agreement (including Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in Exhibit A.

Section 1.2.   Construction.  Unless the context requires otherwise: (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, (b) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation,” (c) references to Articles and Sections refer to Articles and Sections of this Agreement; (d) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular subdivision unless expressly so limited, and (e) references to Exhibits and Schedules are to the items identified separately in writing by the parties hereto as the described Exhibits or Schedules attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein.

ARTICLE II

GENERAL PROVISIONS

Section 2.1.   Formation.  The Partnership has been registered as an exempted limited partnership pursuant to the provisions of the Partnership Act on July 14, 2006.  The General Partner and each of the Limited Partners shall be deemed to have notice of, and be bound by, the terms and conditions set forth in this Agreement.  Except as expressly provided herein and to the extent permitted by the Partnership Act, the rights and obligations of the General Partner and each of the Limited Partners and the administration and termination of the

2

Partnership shall be governed by the Partnership Act.  The General Partner or any Person designated by the General Partner is hereby designated as an authorized person to execute, deliver and file any amendments to the Section 9 Notice of Registration of the Partnership and/or restatements thereof and any other certificates, notices and any amendments and/or restatements thereof necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

Section 2.2.   Name.  The Partnership shall conduct its activities under the name of TDS Investor (Cayman) L.P.  The General Partner shall have the power at any time to change the name of the Partnership; provided that the name shall always contain the words “Limited Partnership” or the letters “L.P.”  Prompt notice of any such change shall be given to each Partner and filed with the Registrar pursuant to the Partnership Act.

Section 2.3.   Term.  The term of the Partnership commenced on the date of filing of the requisite notice to form the Partnership in accordance with the Partnership Act and shall continue until dissolved, wound up and terminated in accordance with Article XIV.

Section 2.4.   Purpose; Powers.  The purpose of the Partnership shall be to engage in any business or activity that is permitted by the Partnership Act and all other applicable Laws.

Section 2.5.   Place of Business.  The Partnership shall maintain a registered office at c/o Walkers SPV Limited, Walker House, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands, unless a different registered office is designated by the General Partner.  The principal office of the Partnership shall be at such place outside of the Cayman Islands as the General Partner may designate.  The Partnership may have such other offices as the General Partner may designate.

Section 2.6.   Foreign Qualification.  Prior to the Partnership’s conducting business in any jurisdiction other than the Cayman Islands, the General Partner shall cause the Partnership to comply, to the extent procedures are available and those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign company in that jurisdiction if such qualification is required.  At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Partnership as a foreign company in all such jurisdictions in which the Partnership may conduct business, provided that no Limited Partner shall be required to file any general consent to service of process or to qualify as a foreign corporation, limited liability company, partnership or other entity in any jurisdiction in which it is not already so qualified.

Section 2.7.   Title to Assets.  Title to the Partnership’s assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be held by the General Partner or in trust for the Partnership pursuant to the terms of this Agreement.

Section 2.8.   Fiscal Year.  The Fiscal year of the Partnership shall be the calendar year.

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ARTICLE III

ADMISSION OF PARTNERS

Section 3.1.   Partnership Interests.

(a)           Classes. The Interests in the Partnership shall be the “General Partner Interest” issued to the General Partner and two classes of limited partnership Interests issuable to, and owned by, the Limited Partners, referred to herein as the “Class A-1 Interests” and the “Class A-2 Interests”. The Class A-1 Interests and the Class A-2 Interests shall be referred to herein as the “Class A Interests”. The Class A-2 Interests shall be referred to herein as the “Management Interests”. Interests in the Partnership shall constitute “securities” governed by Article 8 of the applicable version of the Uniform Commercial Code, as amended from time to time after the date hereof.

(b)           Interest Certificates. Ownership of Interests may be evidenced by certificates, but shall be exclusively determined by entry in the Register of Partners. Each Interest certificate and the Register of Partners shall bear a legend on the face thereof in the following form:

“TRANSFER IS SUBJECT TO RESTRICTIVE LEGENDS ON BACK.”

and shall bear a legend on the reverse side thereof substantially in the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE GENERAL PARTNER SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (X) THE AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF TDS INVESTOR (CAYMAN) L.P. (THE “PARTNERSHIP AGREEMENT”), (Y) THE SHAREHOLDERS’ AGREEMENT OF TDS INVESTOR (CAYMAN) GP LTD. AND (Z) THE OTHER TRANSACTION DOCUMENTS DESCRIBED IN THE PARTNERSHIP AGREEMENT, IN EACH SUCH CASE, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”

(c)           Conformed copies of this Agreement shall be kept with the records of the Partnership by the General Partner at its principal executive offices. In addition to the

4

legend required by Section 3.1(b) above, each Partner agrees that the Register of Partners and each Interest certificate heretofore or hereafter issued by the Partnership shall also bear such other legends as may be required by Law or the General Partner. Any such legend shall be removed by the General Partner upon the request (which shall include customary representations and opinions of counsel if reasonably requested by the General Partner) of a Partner when such legend is no longer applicable.

(d)           Schedule A. The General Partner shall update Schedule A as required by the Partnership Act and ensure that it accurately reflects the information to be provided for therein. Any amendment or revision to Schedule A made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time.

Section 3.2.   Dispositions of Partnership Interests. No Limited Partner, nor any spouse of a Limited Partner, Personal Representative of a Limited Partner or legal representative or agent of a Limited Partner, may Dispose of all or any portion of such Limited Partner’s Interest, except in compliance with Article IV. Each of the Limited Partners agrees that the restrictions contained in this Agreement are fair and reasonable and in the best interest of the Partnership and the Partners.

Section 3.3.   Admission of Additional Limited Partners. Any Person that acquires Interests pursuant to a Disposition of Interests to such Person by a Limited Partner in accordance with Article IV and the other provisions of this Agreement or pursuant to an issuance to such Person by the Partnership in accordance with this Agreement shall automatically be admitted as a Limited Partner without further action by the Partnership or the General Partner upon signing an Addendum Agreement in the form attached hereto as Exhibit C (an “Addendum Agreement”), which, in the case of OEP, was satisfied with the execution of the Joinder Agreement. No other Person that acquires an Interest shall be admitted to the Partnership as an additional limited partner of the Partnership in connection with a Disposition or an issuance by the Partnership, without the consent of the General Partner.

Section 3.4.   Information.

(a)           No Limited Partner shall be entitled to obtain any information relating to the Partnership except as expressly provided in this Agreement or in another written agreement between the Partnership and a Limited Partner giving such Limited Partner rights to receive information from the Partnership or to the extent required by the Partnership Act; and to the extent a Limited Partner is so entitled to such information, such Limited Partner shall be subject to the provisions of Section 3.4(b). The General Partner shall have access to all information regarding the Partnership subject to the provisions of Section 3.4(b).

(b)           Subject to Section 10.3, each Partner agrees that all Confidential Information shall be kept confidential by such Partner and shall not be disclosed by such Partner in any manner whatsoever; provided, however, that (i) any of such Confidential Information may be disclosed by a Partner to its managers, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors of such Partner)

5

and each Partner that is a limited partnership may disclose such Confidential Information to any former partners who retained an economic interest in such Partner, and to any current or prospective partner, limited partner, general partner or management company of such Partner (or any employee, attorney, accountant, consultant, banker or financial advisor or representative of any of the foregoing) (collectively, for purposes of this Section 3.4(b), “Representatives”), each of which Representatives shall be bound by the provisions of this Section 3.4(b), (ii) any disclosure of Confidential Information may be made by a Partner or its Representatives to the extent the Partnership consents in writing, and (iii) Confidential Information may be disclosed by any Partner or Representative to the extent that the Partner or its Representative has received advice from its counsel that it is legally compelled to do so, provided that, prior to making such disclosure, the Partner or Representative, as the case may be, uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including consulting with the General Partner regarding such disclosure and, if reasonably requested by the General Partner, assisting the Partnership, at the Partnership’s expense, in seeking a protective order to prevent the requested disclosure, and provided further that the Partner or Representative, as the case may be, discloses only that portion of the Confidential Information as is, based on the advice of its counsel, legally required.

Section 3.5.   Cessation of Partnership Interest. A Partner shall automatically cease to be a Partner upon Disposition of all of such Partner’s Interests in accordance with this Agreement and the removal of such Partner’s name from the Register of Partners. Immediately upon any such Disposition, the General Partner shall cause such Partner’s name to be removed from the Register of Partners.

Section 3.6.   Spouses of Partners. Spouses of the Partners that are natural persons do not become Partners as a result of such marital relationship. Each spouse of a Partner shall be required to execute a Spousal Agreement in the form of Exhibit B to evidence their agreement and consent to be bound by the terms and conditions of this Agreement as to their interest, whether as community property or otherwise, if any, in the Interests owned by such Partner.

ARTICLE IV

RESTRICTIONS ON DISPOSITIONS OF INTERESTS

Section 4.1.   Restrictions On Dispositions.

(a)           Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership Act.

(b)           Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no Disposition of Interests otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute

6

and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement.

(c)           Dispositions of Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its Partners.

(d)           All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement.

(e)           Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of transfer approved by the General Partner.

(f)            Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Interests pursuant to the terms of this Agreement shall be accompanied by a proportionate Disposition of such Class A-1 Limited Partner’s shares in the General Partner pursuant to Section 4.3 of the Shareholders’ Agreement. Any such Disposition of Class A-1 Interests which is not accompanied by a Disposition of a proportionate amount of such Class A-1 Limited Partner’s shares in the General Partner shall be null and void.

(g)           Any issuance of Class A-1 Interests to a Class A-1 Limited Partner or to any other Person pursuant to the terms of this Agreement shall be accompanied by an issuance to such Person of a proportionate amount of shares in the General Partner pursuant to Section 5.2 of the Shareholders’ Agreement, and such Class A-1 Limited Partner shall be required to pay the subscription amount to the General Partner required in connection therewith; provided, that this requirement shall not apply to OEP, which shall coordinate with the General Partner to subscribe for shares of the General Partner and enter into the Shareholders Agreement as soon as practicable after the date hereof. Except with respect to OEP’s investment in Class A-1 Interests in connection with the execution of the Joinder Agreement, any issuance of Class A-1 Interests which is not accompanied by an issuance of a proportionate amount of shares in the General Partner to such Person shall be null and void.

Section 4.2.   Class A-1 Permitted Dispositions.

(a)           Subject to the provisions of Section 4.1, Class A-1 Interests may only be Disposed (i) to a Person who is a Permitted Transferee with respect to the transferring Partner

7

(and each such Permitted Transferee may in turn make any such Disposition to another Person who is a Permitted Transferee with respect to the initial transferring Partner upon the same terms and conditions), (ii) following the third anniversary of the date of this Agreement, (iii) prior to the third anniversary of the date of this Agreement with the consent of the General Partner, (iv) by one Sponsor Group to another Sponsor Group, or (iv) pursuant to a Limited Partner’s rights as a Class A-1 Tag Offeree under Section 4.3 or in connection with a drag-along sale pursuant to and in accordance with Section 4.4.

(b)           Any transfer made pursuant to clauses (i) and (iv) of Section 4.2(a) above shall not be subject to the terms of Section 4.3 below.

(c)           The provisions of this Section 4.2 shall terminate upon a Qualified Public Offering.

Section 4.3.   Class A-1 Tag-Along Rights.

(a)           No Blackstone Partner shall sell or otherwise effect the Disposition of any Class A-1 Interests (in one or a series of transactions) to a third party (excluding for such purpose Dispositions in connection with a Qualified Public Offering) unless the terms and conditions of such Disposition include an offer, on the same terms as the offer to the selling Partner (the “Class A-1 Selling Partner”), to each of the other Class A-1 Limited Partners (collectively, the “Class A-1 Tag Offerees”), to include at the option of each Class A-1 Tag Offeree, in the sale or other Disposition to the third party, a number of Class A-1 Interests owned by each Class A-1 Tag Offeree determined in accordance with this Section 4.3.

(b)           The Class A-1 Selling Partner shall cause the third party offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Class A-1 Interests from the Class A-1 Tag Offerees as required by this Section 4.3 and a time and place designated for the closing of such purchase, which time shall not be less than 10 days after delivery of such notice) and shall send written notice of such third party offer (the “Class A-1 Inclusion Notice”) to each of the Class A-1 Tag Offerees and the General Partner in the manner specified herein.

(c)           Each Class A-1 Tag Offeree shall have the right (an “Class A-1 Inclusion Right”), exercisable by delivery of notice to the Class A-1 Selling Partner at any time within ten Business Days after receipt of the Class A-1 Inclusion Notice, to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Class A-1 Inclusion Notice, that number of Class A-1 Interests requested to be included by such Class A-1 Tag Offeree; provided, however, that if the proposed third party transferee is unwilling to purchase all of the Class A-1 Interests requested to be sold by all exercising Class A-1 Tag Offerees, then each Class A-1 Tag Offeree shall have the right to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Class A-1 Inclusion Notice, a number of such Class A-1 Tag Offeree’s Class A-1 Interests equal to the product of (x) such Class A-1 Tag Offeree’s Class A-1 Interests multiplied by (y) the percentage of Class A-1 Interests that the Class A-1 Selling Partner is proposing to sell relative to the total number of Class A-1 Interests held by such Class A-1 Selling Partner and its Affiliates. If any Class A-1 Tag Offeree has exercised its Class A-1 Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Class

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A-1 Interests proposed to be transferred by all exercising Class A-1 Tag Offerees (determined in accordance with the first sentence of this Section 4.3(c)), then the Class A-1 Selling Partner and each exercising Class A-1 Tag Offeree shall reduce, on a pro rata basis based on their respective Percentage Interests of the Class A-1 Interests, the amount of such Class A-1 Interests that each otherwise would have sold so as to permit the Class A-1 Selling Partner and each exercising Class A-1 Tag Offeree to sell the amount of Class A-1 Interests (determined in accordance with such reduced Percentage Interests), that the proposed third party transferee is willing to purchase.

(d)           The Class A-1 Tag Offerees and the Class A-1 Selling Partner shall sell to the proposed third party transferee the Class A-1 Interests proposed to be transferred by them in accordance with this Section 4.3, at the time and place provided for the closing in the Class A-1 Inclusion Notice, or at such other time and place as the Class A-1 Tag Offerees, the Class A-1 Selling Partner, and the proposed third party transferee shall agree.

(e)           The provisions of this Section 4.3 shall terminate upon a Qualified Public Offering.

Section 4.4.   Class A-1 Drag-Along Rights.

(a)           If a Class A-1 Limited Partner (the “Class A-1 Drag Partner”) receives an offer from a Person or group of Persons that is not a Permitted Transferee or Affiliate of the Blackstone Group or the Partnership to purchase a number of Interests (the “Class A-1 Drag Interests”) that is not less than a majority of the outstanding Class A-1 Interests (calculated as a single class) and such offer is accepted by Partners holding a majority of the outstanding Class A-1 Interests, then the Class A-1 Drag Partner may require each Class A-1 Limited Partner to sell to the applicable buyer(s) a number of Class A-1 Interests that is equal to the product of (i) the number of Class A-1 Interests owned by such Limited Partner and (ii) a fraction (expressed as a percentage), the numerator of which is the number of Class A-1 Drag Interests and the denominator of which is the total number of outstanding Class A-1 Interests (such percentage, the “Class A-1 Relevant Percentage”, and any such transaction, an “Approved Class A-1 Sale”). In any such Approved Class A-1 Sale, all selling Class A-1 Limited Partners must receive the same benefits (including the same consideration per Interest) and bear the same burdens as the Class A-1 Drag Partner, subject to Section 4.4(c). To the extent any such transaction shall be structured as (I) a merger, conversion, Interest exchange, consolidation, transfer by way of continuation of the Partnership, or a sale of all or substantially all of the assets of the Partnership, each Class A-1 Limited Partner entitled to vote thereon shall vote in favor of such Approved Class A-1 Sale and shall waive any appraisal rights or similar rights in connection with such merger, conversion, exchange, consolidation or transfer by way of continuation or asset sale, or (II) a sale of Class A-1 Interests, the Class A-1 Limited Partners shall agree to sell all of their Interests which are the subject of the Approved Class A-1 Sale, on the terms and conditions of such Approved Class A-1 Sale.

(b)           In order to exercise the rights contemplated by this Section 4.4, the Class A-1 Drag Partner must give written notice to each other Class A-1 Limited Partner as soon as practicable, but in no event later than the earlier of (i) fifteen Business Days following the execution of the relevant agreement and (ii) twenty Business Days prior to the anticipated closing date of the Approved Class A-1 Sale. Such notice must set forth the name of the

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proposed buyer(s), the proposed amount and form of consideration and the other terms and conditions of the offer, including a copy of the relevant agreement.

(c)           Notwithstanding anything herein to the contrary, no Class A-1 Limited Partner shall be required to take any actions under this Section 4.4 in connection with an Approved Class A-1 Sale, unless (i) such Class A-1 Limited Partner is not responsible or otherwise liable for more than the lesser of (x) its pro rata share (based upon the actual amount of consideration received) of any holdback, escrow or indemnification obligation (other than indemnities in respect to representations and warranties regarding such Class A-1 Limited Partner’s title to its Class A-1 Interests, due execution and due authorization), and (y) an amount equal to the actual consideration received by such Class A-1 Limited Partner in such Approved Class A-1 Sale; and (ii) if any Class A-1 Limited Partner is given an option as to the form of consideration to be received, all other such Class A-1 Limited Partners shall be given the same option.

(d)           The provisions of this Section 4.4 shall terminate upon a Qualified Public Offering.

Section 4.5.   Conversion to IPO Corporation.

(a)           In connection with any proposed Qualified Public Offering approved in accordance with this Agreement, the General Partner, at its election, may amend this Agreement to provide for a share capital, convert in accordance with Cayman Islands Law to a company limited by shares or other capital structure as the General Partner may determine, form a subsidiary holding company and distribute its shares to the Partners, move the Partnership or any successor to another jurisdiction to facilitate any of the foregoing, or take such other steps as it deems necessary to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “IPO Conversion”). In connection therewith each Class A-1 Limited Partner agrees to cooperate with the other Class A-1 Limited Partners in good faith in order to effectuate the IPO Conversion and ensure that each Class A-1 Limited Partner receives shares (or other equity securities) and other rights in connection with such IPO Conversion substantially equivalent to its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner had prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests as set forth in this Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation. In the event the General Partner determines that the Partnership should engage in an IPO Conversion, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Class A-1 Limited Partners.

(b)           In connection with any proposed IPO Conversion, at the option of the General Partner all or any portion of the Management Interests may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other

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rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption) or (ii) remain outstanding; provided that the General Partner shall only take the action described in clause (i) if the General Partner determines in good faith that the failure to take such action would be materially adverse to the best interests of all Partners of the Partnership taken as a whole (it being understood that for purposes of such determination the availability of tax deductions arising from redeeming or converting Management Interests, in whole or in part, for options shall not be taken into consideration by the General Partner). If the General Partner shall elect to take the action referred to in clause (i), the Partnership shall use commercially reasonable efforts to cooperate with Management Limited Partners so the IPO Conversion, to the extent possible, is undertaken in a tax-efficient manner for all Management Limited Partners. If any such conversion or redemption is effected in compliance with this Section 4.5, each Management Limited Partner agrees to consent to and raise no objection to such conversion or redemption and shall execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption.

(c)           Notwithstanding Section 4.5(b), following an IPO Conversion, contemporaneously with the later of (i) the occurrence of the Lapse Date with respect to a Management Limited Partner and (ii) the date on which all of a Management Limited Partner’s Management Interests become Vested Interests, such Management Limited Partner shall have the right, on 15 Business Days prior written notice to the Partnership, to have all of its Management Interests redeemed by the Partnership for corresponding shares or other securities of the IPO Corporation; provided that upon exercise of such right the applicable Management Limited Partner shall become a party to a stockholders agreement with IPO Corporation providing for substantially similar obligations as those provided in this Agreement.

(d)           The General Partner shall give each Class A-1 Limited Partner at least 30 days’ prior written notice of any IPO Conversion as to which the Partnership intends to exercise its rights under Section 4.5. If the General Partner elects to exercise its rights under Section 4.5, the Partners shall take such actions as may be reasonably required and otherwise cooperate in good faith with the General Partner, including taking all actions required by the General Partner, in connection with consummating the IPO Conversion (including, without limitation, the voting of any Interests (including any voting as Partners as may be necessary to effect a transfer by continuation or to authorize a share capital, whether by liquidation of the Partnership and creation of a new entity, amendment to this Agreement or otherwise), to approve such IPO Conversion and to take any other actions required in order to effectuate an IPO Conversion).

Section 4.6.   Management Interests Permitted Dispositions. Subject to the provisions of Section 4.1, Management Interests may only be Disposed (a) to a Person who is a Permitted Transferee with respect to the transferring Management Limited Partner (and each such Permitted Transferee may in turn make any such Disposition to another Person who is a Permitted Transferee with respect to the initial transferring Management Limited Partner upon the same terms and conditions), (b) subject to compliance with Section 4.9, following the Lapse Date applicable to such Management Limited Partner, (c) prior to the Lapse Date applicable to such Management Limited Partner with the consent of the General Partner (which consent shall be granted or withheld in the sole discretion of the General Partner without regard to the best

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interests of the Partnership or any Limited Partner) or (d) pursuant to a Management Limited Partner’s rights as a Management Tag Offeree under Section 4.7 or in connection with a drag-along sale pursuant to and in accordance with Section 4.8.

Section 4.7.   Management Interest Tag-Along Rights.

(a)           The Blackstone Partners shall not sell or otherwise effect the Disposition of more than 25% of the Class A-1 Interests held collectively by the Blackstone Partners on the date of this Agreement (in one or a series of transactions, regardless of whether such transactions are related) to a third party (excluding for such purpose Dispositions in connection with a Qualified Public Offering) unless the terms and conditions of such Disposition include an offer, on the same terms (except that (x) the price per Interest shall be adjusted to reflect the relative values of the applicable Interests in light of the distribution priorities set forth in Article VII and (y) any consideration otherwise payable in kind may, at the election of the buyer, be paid in cash of equivalent value) as the offer to the selling Partner (the “25% Selling Partner”), to each of the Management Limited Partners (collectively, the “Management Tag Offerees”), to include at the option of each Management Tag Offeree, in the sale or other Disposition to the third party, a number of each class of Management Interests owned by each Management Tag Offeree determined in accordance with this Section 4.7.

(b)           The 25% Selling Partner shall cause the third party offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Management Interests from the Management  Tag Offerees as required by this Section 4.7 and a time and place designated for the closing of such purchase, which time shall not be less than 10 days after delivery of such notice) and shall send written notice of such third party offer (the “Management Inclusion Notice”) to each of the Management Tag Offerees in the manner specified herein.

(c)           Each Management Tag Offeree shall have the right (a “Management Inclusion Right”), exercisable by delivery of notice to the 25% Selling Partner at any time within ten Business Days after receipt of the Management Inclusion Notice, to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Management Inclusion Notice, that number of each class of Management Interests equal to the product of (x) such Management Tag Offeree’s Interests of such class multiplied by (y) the percentage of Class A-1 Interests that the 25% Selling Partner is proposing to sell (or has previously sold in a transaction subject to Section 4.3 but not Section 4.7) relative to the total number of Class A-1 Interests held by such 25% Selling Partner and its Affiliates on the date of this Agreement (provided that, with respect to any subsequent Management Inclusion Right, the percentage shall be based on the percentage of Class A-1 Interests that the 25% Selling Partner is proposing to sell (or has sold in any transaction subject to Section 4.3 but not 4.7 since the previous exercise of a Management Inclusion Right) relative to the total number of Class A-1 Interests held by such 25% Selling Partner and its Affiliates immediately following the exercise of the most recent Management Inclusion Right).

(d)           The Management Tag Offerees and the 25% Selling Partner shall sell to the proposed third party transferee the Management Interests proposed to be transferred by them in accordance with this Section 4.7, at the time and place provided for the closing in the

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Management Inclusion Notice, or at such other time and place as the Management Tag Offerees, the 25% Selling Partner, and the proposed third party transferee shall agree.

(e)           Notwithstanding the foregoing, the tag-along provisions of this Section 4.7 shall only apply to Management Interests which are Vested Interests (or which would become Vested Interests as a result of the transactions contemplated by this Section 4.7), assuming for purposes of this Section 4.7 that the distributions pursuant to Section 7.1 are deemed to be effected pro forma for the proposed tag-along transaction, and Management Interests which are not Vested Interests shall not be regarded as Interests for purposes of this Section 4.7.

Section 4.8.   Management Drag-Along Rights.

(a)           If a Blackstone Partner (the “Blackstone Drag Partner”) receives an offer from a Person or group of Persons that is not a Permitted Transferee or Affiliate of the Blackstone Group or the Partnership to purchase more than 25% of the Class A-1 Interests held collectively by them on the date of this Agreement (the “Blackstone Drag Interests”), then the Blackstone Drag Partner may require each Management Limited Partner to sell to the applicable buyer(s) a number of each class of Interests that is equal to up to the product of (i) the number of such class of Interests owned by such Management Limited Partner and (ii) a fraction (expressed as a percentage), the numerator of which is the number of Blackstone Drag Interests and the denominator of which is the total number of outstanding Class A-1 Interests held by the Blackstone Group (such percentage, the “Management Relevant Percentage”, and any such transaction, a “Approved Management Interest Sale”). In any such Approved Management Interest Sale, all selling Management Limited Partners must receive the same relative benefits (except that (x) the price per Interest shall be adjusted to reflect the relative values of the applicable Interests in light of the distribution priorities set forth in Article VII and (y) any consideration otherwise payable in kind may, at the election of the buyer, be paid in cash of equivalent value) and bear the same relative burdens as the Blackstone Drag Partner, subject to Section 4.8(c). To the extent any such transaction shall be structured as (I) a merger, conversion, Interest exchange, consolidation, transfer by way of continuation of the Partnership, or a sale of all or substantially all of the assets of the Partnership, each Management Limited Partner entitled to vote thereon shall vote in favor of such Approved Management Interest Sale and shall waive any appraisal rights or similar rights in connection with such merger, conversion, exchange, consolidation or transfer by way of continuation or asset sale, or (II) a sale of Interests, the Management Limited Partners shall agree to sell all of their Management Interests which are the subject of the Approved Management Interest Sale, on the terms and conditions of such Approved Management Interest Sale.

(b)           In order to exercise the rights contemplated by this Section 4.8, the Blackstone Drag Partner must give written notice to each Management Limited Partner as soon as practicable, but in no event later than the earlier of (i) twenty Business Days following the execution of the relevant agreement and (ii) ten Business Days prior to the anticipated closing date of the Approved Management Interest Sale. Such notice must set forth the name of the proposed buyer(s), the proposed amount and form of consideration and the other terms and conditions of the offer, including a copy of the relevant agreement.

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(c)Notwithstanding anything herein to the contrary, no Management Limited Partner shall be required to take any actions under this Section 4.8 in connection with a Approved Management Interest Sale, unless such Management Limited Partner is not responsible or otherwise liable for more than the lesser of (x) its pro rata share (based upon the actual amount of consideration received) of any holdback, escrow or indemnification obligation (other than indemnities in respect to representations and warranties regarding such Management Limited Partner’s title to its Management Interests, due execution and due authorization), and (y) an amount equal to the actual consideration received by such Management Limited Partner in such Approved Management Interest Sale.

(d)Notwithstanding the foregoing, the drag-along provisions of this Section 4.8 shall apply to all Management Interests, assuming for purposes of this Section 4.8 that the distributions pursuant to Section 7.1 are deemed to be effected pro forma for the proposed Approved Management Interest Sale.

Section 4.9.   Right of First Refusal.

(a)After the Lapse Date applicable to a Management Limited Partner and until the occurrence of a Qualified Public Offering (the “ROFR Period”), the Partnership shall have a right of first refusal with respect to any proposed Disposition of Management Interests by a Management Limited Partner (each a “Transferring Management Limited Partner”), and any Transferring Management Limited Partner must first comply with the provisions of this Section 4.9. The Partnership may assign this right to one or more Blackstone Partners, TCV Partners or OEP Partners (in which case all references in this Section 4.9 shall be deemed to be references to the applicable Blackstone Partner, TCV Partner or OEP Partner); provided, that any such assignment shall be pro rata among each Blackstone Partner, TCV Partner and OEP Partner wishing to exercise such right.

(b)At any time a Transferring Management Limited Partner proposes to make a bona fide Disposition of Management Interests during the ROFR Period (other than (i) a Disposition pursuant to clause (a) or (d) of Section 4.6 or (ii) pursuant to the Registration Rights Agreement), and such Transferring Management Limited Partner has received a bona fide arm’s length offer (the “Offer”) to purchase all or any portion of its Management Interests (the “Offered Interests”) from any Person (the “Offeror”) which the Transferring Management Limited Partner wishes to accept, such Transferring Management Limited Partner shall cause the Offer to be reduced to writing and shall notify the Partnership in writing of its wish to accept the Offer (the “Offering Notice”).

(c)The Offering Notice shall contain an irrevocable offer to sell the Offered Interests to the Partnership at a price equal or equivalent (as determined in the manner set forth in Section 4.9(c)(i) below) to the price contained in, and otherwise on the same terms and conditions of, the Offer and shall be accompanied by a copy of the Offer (which shall identify the Offeror).

(i)For a period of 20 Business Days after the date upon which the Partnership shall have received the Offering Notice (the “Partnership Option Period”), the Partnership shall have the right to elect to purchase all (but not less than all) of the

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Offered Interests either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Partnership, at the equivalent cash price, determined in good faith by the General Partner. If the Partnership does not elect to purchase all of the Offered Interests pursuant to this Section 4.9(c), then the Transferring Management Limited Partner may sell all of the Offered Interests to the Offeror in accordance with Section 4.9(e).

(ii)The right of the Partnership to purchase the Offered Interests under Section 4.9(c) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the Partnership Option Period, to the Transferring Management Limited Partner. The failure of the Partnership to deliver such a notice to the Transferring Management Limited Partner within the Partnership Option Period to the Transferring Management Limited Partner shall be deemed to be a waiver of the Partnership’s rights under Section 4.9(c).

(d)The closing of the purchase of Offered Interests subscribed for by the Partnership under Section 4.9(c) shall be held at the executive office of the Partnership at 11:00 a.m., local time, no later than 25 Business Days after the Partnership’s election to purchase the Offered Interests pursuant to Section 4.9(c) is delivered to the Transferring Management Limited Partner or at such other time and place as the parties to the transaction may agree; provided that if such sale is subject to any prior regulatory approval, then such 30-day period shall be extended until the expiration of 15 Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 60 days without the consent of the Transferring Management Limited Partner. At such closing, the Transferring Management Limited Partner shall deliver certificates representing the Offered Interests (or other applicable transfer instruments), duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Interests shall be free and clear of any liens, and the Transferring Management Limited Partner shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and legal owner of such Offered Interests with the full right, power and authority to convey the Offered Interests to the Partnership. The Partnership shall deliver at the closing payment in full in immediately available funds for the Offered Interests purchased by it. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate.

(e)If the Partnership does not elect to purchase all of the Offered Interests under Section 4.9(c), or if the Partnership does so elect but the regulatory approvals necessary to consummate such purchase are not obtained within the time periods referred to in Section 4.9(d), then the Transferring Management Limited Partner may sell all (but not less than all) of the Offered Interests to the Offeror on terms and conditions no less favorable to the Transferring Management Limited Partner than those set forth in the Offering Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into not later than 45 days after the earlier to occur of (i) the waiver by the Partnership of its option to purchase the Offered Interests and (ii) the expiration of the Partnership Option Period (the “Contract Date”); and provided, further, that such sale shall not be consummated unless and until (A) such Offeror shall represent in writing to the Partnership that it is aware of the rights and obligations of the Partnership contained in this Agreement and (B) prior to the purchase by such Offeror of such Offered Interests, such Offeror shall become a party to this Agreement and shall agree to be bound by the

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terms and conditions hereof to the same extent as the Transferring Management Limited Partner. If such sale is not consummated within 60 days after the Contract Date for any reason, then the restrictions provided for herein shall again become effective, and no Disposition of such Offered Interests may be made thereafter by the Transferring Management Limited Partner without again complying with this Section 4.9; provided that if such sale is subject to any prior regulatory approval, then such 30-day period shall be extended until the expiration of 10 Business Day after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 120 days without the consent of the Partnership.

Section 4.10.   Specific Performance. Each of the parties to this Agreement acknowledges that it shall be impossible to measure in money the damage to the Partnership or the Partners(s), if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Article IV, that every such restriction and obligation is material, and that in the event of any such failure, neither the Partnership nor the Partner(s) shall have an adequate remedy at law or in damages. Therefore, each party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party without the posting of any bond or other equity security, to compel specific performance of all of the terms of this Article IV and to prevent any Disposition of Interests in contravention of any terms of this Article IV, and waives any defenses thereto, including, without limitation, the defenses of: (i) failure of consideration; (ii) breach of any other provision of this Agreement; and (iii) availability of relief in damages. The provisions of this Section 4.10 shall terminate with respect to any Sponsor Group upon a Qualified Public Offering.

ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.1.   Initial Capital Contributions; Capital Contributions on the Date Hereof.

(a)As of the Initial Closing Date, subject to the terms and conditions set forth in this Agreement, the Partnership issued and sold to each Initial Limited Partner, and each Initial Limited Partner purchased for cash or a note the number of Class A-1 Interests as is set forth opposite each such Person’s name on Schedule A for the respective contribution amount or note as is set forth opposite each such Person’s name on Schedule A.

(b)As of the Initial Closing Date, subject to the terms and conditions set forth in this Agreement, the Partnership issued to the General Partner the General Partner Interest in exchange for $1,000 contributed by the General Partner to the Partnership.

(c)Prior to the date of this Sixth Amended and Restated Partnership Agreement, subject to the terms and conditions set forth in this Agreement and any applicable Management Equity Award Agreement, (i) the Partnership issued and sold to each Class A-2 Limited Partner, and each Class A-2 Limited Partner purchased for cash the number of Class A-2 Interests as is set forth opposite each such Person’s name on the signature pages hereto for the respective contribution amount as is set forth opposite each such Person’s name on the signature

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pages hereto with respect to such dates and (ii) the Partnership shall reserve for future issuance, pursuant to the Restricted Equity Units, a number of Class A-2 Interests as is designated as “Reserved” on Schedule A for the respective aggregate hypothetical contribution amount set forth on Schedule A.

Section 5.2.   Additional Contributions. No Partner shall be required to make any additional Capital Contribution without the consent of such Partner.

Section 5.3.   Return of Contributions. Except as otherwise provided in Article VII, (a) a Partner is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions, (b) an unrepaid Capital Contribution is not a liability of the Partnership or of any Partner, and (c) a Partner is not required to contribute or to lend any cash or property to the Partnership to enable the Partnership to return any Partner’s Capital Contributions.

Section 5.4.   Capital Account. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner. The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all items of income and gain allocated to such Partner pursuant to Section 8.1 and any items of income or gain which are specially allocated pursuant to Section 8.2; and shall be debited with all items of loss and deduction allocated to such Partner pursuant to Section 8.1, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 8.2, and all cash and the Book Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. To the extent not provided for in the preceding sentence, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv), as the same may be amended or revised. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest

Section 5.5.   Pre-emptive Rights; Other Pro Rata Rights.

(a)If the Partnership or any of Travelport Worldwide Limited, Travelport Holdings Limited or Travelport Limited issues or proposes to issue any Interests or any other equity securities of such entity or any options or other rights to acquire Interests or any other equity securities of such entity (“New Securities”), or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to any issuance of any New Securities (other than the issuance of equity securities (i) to employees and directors of the Partnership or any of its Subsidiaries with respect to any employee benefit plan, incentive award program or other compensation arrangement (other than issuances to individuals who are employees of Blackstone, TCV or OEP), (ii) to the sellers in any business combination or acquisition by the Partnership or any of its Subsidiaries, (iii) in a public offering of Interests or other equity securities or (iv) in connection with an IPO Conversion (each an “Excluded Issuance”)), the Partnership shall give each Partner that is a member of a Sponsor Group the right to purchase, on the same terms including at the same purchase price as the price for the

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New Securities to be issued, up to that number of New Securities so that after the issuance of the New Securities, such Partner would, after exercising its rights hereunder in the aggregate, beneficially hold the same proportion of the applicable class of issued Interests or other securities as was held by such Partner based on overall Capital Contributions of such Partner prior to the issuance of such New Securities; provided that, with respect to any issuance by Travelport Holdings Limited or Travelport Limited, each Partner that is a member of the Sponsor Group will be deemed to beneficially hold the proportion of outstanding securities of such entity as equals the proportion of outstanding Interests it holds. Each Partner that is a member of the Sponsor Group may exercise its right in the immediately preceding sentence with respect to all or a portion of the New Securities for which it has the right to purchase by providing written notice to the Partnership within 20 Business Days after receiving written notice of such issuance or proposed issuance of New Securities.

(b)If the Partnership or any of Travelport Worldwide Limited, Travelport Holdings Limited or Travelport Limited issues or proposes to issue any New Securities to Blackstone, or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to any issuance of any New Securities to Blackstone (other than an Excluded Issuance), the Partnership shall give each Management Limited Partner who is an “executive officer” (as defined in Rule 3b-7 under the Exchange Act) of such issuer the right to purchase, on the same terms including at the same purchase price as the price for the New Securities to be issued, up to that number of New Securities so that after the issuance of the New Securities, such Partner would, after exercising its rights hereunder in the aggregate, beneficially hold the same proportion of the applicable class of issued Interests or other securities as was held by such Management Limited Partner of Class A Interests prior to the issuance of such New Securities (giving pro forma effect to any Class A-2 Interests issuable under any outstanding Restricted Equity Units); provided that, with respect to any issuance by Travelport Holdings Limited or Travelport Limited, each Management Limited Partner will be deemed to beneficially hold the proportion of outstanding securities of such entity as equals the proportion of outstanding Class A Interests it holds (giving pro forma effect to any Class A-2 Interests issuable under any outstanding Restricted Equity Units); providing that the foregoing rights shall not apply to any Management Limited Partner who is not an “accredited investor” under Rule 501 under the Securities Act. Each such Management Limited Partner may exercise its right in the immediately preceding sentence with respect to all or a portion of the New Securities for which it has the right to purchase by providing written notice to the Partnership of its exercise and evidence of its financial ability to pay the purchase price within 5 Business Days after receiving written notice of such issuance or proposed issuance of New Securities; provided that if less than a majority of the Percentage Interests of Class A Interests held by such Management Limited Partners exercise such rights, then all Management Limited Partners shall be deemed to have waived such rights.

(c)In the event that the Partnership or any member of the Blackstone Group or any of its Affiliates exercises, or is entitled to exercise, a right to acquire any Interests (the “Repurchased Interests”) held by any other Partner, then TCV and OEP shall have the right to acquire, on the same terms including at the same purchase price as the price for the Repurchased Interests to be repurchased, up to a portion of the Repurchased Interests equal to its Percentage Interest of Class A-1 Interests. TCV and OEP may exercise their right in the immediately preceding sentence with respect to all or a portion of the Repurchased Interests by providing

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written notice to the Partnership or the Blackstone Group, as applicable, within 20 Business Days after receiving written notice of such proposed repurchase of Repurchased Interests.

(d)Subject to the terms of this Agreement, the General Partner may issue Interests hereunder on such terms as it sees fit and any such issuance and the consequent admission of any new Limited Partners shall not require the consent of any Limited Partner.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.1.   Partners’ Representations and Warranties. Each Partner represents and warrants to the Partnership and the other Partners that, as of the date hereof:

(a)such Partner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Partner of this Agreement have been duly authorized by all necessary action;

(b)this Agreement has been duly and validly executed and delivered by such Partner and constitutes the binding obligation of such Partner enforceable against such Partner in accordance with its terms, subject to Creditors’ Rights;

(c)the execution, delivery, and performance by such Partner of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Partner is subject, (ii) violate any order, judgment, or decree applicable to such Partner, or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Partner is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Partner’s ability to satisfy its obligations hereunder;

(d)no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Partner to perform its obligations hereunder or to authorize the execution, delivery and performance by such Partner of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Partner’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Partner is a party; and

(e)such Partner is acquiring the Interests for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act; such Partner acknowledges that the Interests have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption therefrom under

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the Securities Act; and such Partner has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks of its investment in the Interests and is capable of bearing the economic risks of the transactions contemplated by this Agreement, the applicable Management Equity Award Agreements and the other agreements contemplated by this Agreement (the “Transaction Documents”).

Section 6.2.   Management Limited Partners’ Additional Representations and Warranties. Each Management Limited Partner further represents and warrants to the Partnership and the Initial Limited Partners that, as of the date hereof:

(a)the Management Limited Partner’s financial situation is such that such Management Limited Partner can afford to bear the economic risk of holding the Interests for an indefinite period of time, has adequate means for providing for the Management Limited Partner’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Limited Partner’s investment in the Interests;

(b)the Management Limited Partner’s knowledge and experience in financial and business matters are such that the Management Limited Partner is capable of evaluating the merits and risks of the investment in the Interests;

(c)the Management Limited Partner understands that the Interests are a speculative investment which involves a high degree of risk of loss of Management Limited Partner’s investment therein, there are substantial restrictions on the transferability of the Interests and, on the date on which such Management Limited Partner acquires such Interests and for an indefinite period following such date, there will be no public market for the Interests and, accordingly, it may not be possible for the Management Limited Partner to liquidate the Management Limited Partner’s investment including in case of emergency, if at all;

(d)the terms of this Agreement provide that if the Management Limited Partner ceases to provide Services to the Partnership and its Affiliates, the Partnership and its Affiliates have the right to repurchase the Interests at a price which may be less than the Fair Market Value thereof;

(e)the Management Limited Partner understands and has taken cognizance of all the risk factors related to the purchase of the Interests and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Limited Partner or Management Limited Partner’s representatives concerning the Interests, the Partnership, the Partnership’s Affiliates or their respective prospects or other matters;

(f)the Management Limited Partner has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Partnership and its representatives concerning the Partnership and its subsidiaries, the Transactions, this Agreement, the Partnership’s organizational documents and the terms and conditions of the purchase of the Interests and to obtain any additional information which the Management Limited Partner deems necessary;

(g)all information which the Management Limited Partner has provided to the Partnership and the Partnership’s representatives concerning the Management Limited

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Partner and the Management Limited Partner’s financial position is complete and correct as of the date of this Agreement; and

(h)the Management Limited Partner has reviewed the default, forfeiture and mandatory repurchase provisions of this Agreement and each Management Equity Award Agreement entered into by it and acknowledges that (i) such Management Limited Partner’s acceptance of such provisions is a precondition to admission as a Management Limited Partner and (ii) such provisions are reasonable.

ARTICLE VII

DISTRIBUTIONS

Section 7.1.   Distributions. Subject in each case to restrictions imposed by Law, distributions to the Partners with respect to the Interests shall be made by the Partnership as follows:

(a)During the term of the Partnership (including upon the dissolution and winding up of the Partnership), cash or other property available for distribution may be distributed from time to time as the General Partner may determine, but any such distribution shall be made in the following order of priority:

(i)First, to the General Partner until the General Partner has received $1,000 pursuant to all distributions made under this Section 7.1;

(ii)Second, pro rata to each holder of Class A Interests based on its Percentage Interest of Class A Interests.

(b)All distributions made under this Section 7.1 shall be made to the Partners of record on the record date established by the General Partner or, in the absence of any such record date, to the Partners owning the applicable Interests on the date of the distribution.

Section 7.2.   Tax Distributions. If the General Partner reasonably determines that the taxable income of the Partnership for a taxable year will give rise to taxable income for the Partners (after giving effect to any net cumulative taxable losses from prior taxable years (“Net Taxable Income”)), the General Partner shall cause the Partnership to distribute cash available for distribution (if any) for purposes of allowing the Partners to fund their respective income tax liabilities (the “Tax Distributions”). The Tax Distributions with respect to any taxable year shall be computed based upon the General Partner’s estimate of the Net Taxable Income, multiplied by the Applicable Tax Percentage (the “Tax Amount”) and shall only be paid to the extent previous distributions pursuant to Section 7.1 during such taxable year are insufficient to cover the Tax Amount for such taxable year. Tax Distributions shall be distributed to the Partners on a pro rata basis in accordance with their respective participations in such taxable income, and shall be treated in all respects as offsets against subsequent distributions pursuant to Section 7.1.

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ARTICLE VIII

ALLOCATIONS

Section 8.1.   Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses and to the extent necessary, individual items of income, gain or loss or deduction of the Partnership shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 8.2 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Section 7.1 if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability) and the net assets of the Partnership were distributed in accordance with Section 7.1 to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Partner Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.

Section 8.2.   Special Allocations. Notwithstanding any other provision in this Article VIII:

(a)Minimum Gain Chargeback. If there is a net decrease in Partner Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 8.2(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b)Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided, that an allocation pursuant to this Section 8.2(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.2(b) were not in this Agreement. This Section 8.2(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c)Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any taxable year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such

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Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 8.2(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article VIII have been tentatively made as if Section 8.2(b) and this Section 8.2(c) were not in this Agreement.

(d)Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners ratably in accordance with such Partners’ Interests.

(e)Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f)Creditable Foreign Taxes. Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 8.2(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.

(g)Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 8.2(b) or 8.2(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 8.1 and this Section 8.2(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 8.2(b) or 8.2(c) had not occurred.

Section 8.3.   Income Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided, that in the case of any asset the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner) so as to take account of the difference between Book Value and adjusted basis of such asset.

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ARTICLE IX

MANAGEMENT OF THE PARTNERSHIP

Section 9.1.   Management.

(a)Except as otherwise expressly provided herein, the General Partner shall have the exclusive right to manage the business of the Partnership pursuant to the terms of the Shareholders’ Agreement, and shall have all powers and rights necessary or advisable to effectuate and carry out the purposes and business of the Partnership and, in general, all powers permitted to be exercised by a general partner under the Partnership Act (without any vote or consent of any Limited Partner, except as expressly provided herein).

(b)Except as expressly authorized by the General Partner, no other Partner shall have the power to act for, transact business on behalf of or bind the Partnership or take part in the management of the business of the Partnership.

(c)Subject to the restrictions in the Shareholders’ Agreement, the General Partner shall not be obligated to abstain from acting on any matter (or act in any particular manner) because of any interest (or conflict of interest) of such General Partner (or any Affiliate thereof) in such matter.

(d)TDS Investor (Cayman) GP Ltd. shall serve as the General Partner unless and until a successor or substitute General Partner is appointed by the General Partner and approved by TCV and OEP.

(e)Subject to the direction of the General Partner, the day-to-day administration of the business of the Partnership may be carried out by employees and agents of the General Partner who may be designated as officers, with titles including but not limited to “chairman,” “vice chairman,” “managing director,” “principal,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “director” and “chief financial officer,” as and to the extent authorized by the General Partner. The officers of the General Partner shall have such titles and powers and perform such duties as shall be determined from time to time by the General Partner. Any number of offices may be held by the same Person.

(f)Each Partner agrees that, except as otherwise expressly provided herein and to the fullest extent permitted by applicable law, any action of or relating to the Partnership by the General Partner as provided herein shall bind each Partner.

Section 9.2.   Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, any Person dealing with the Partnership shall be entitled to rely exclusively on the representations of the General Partner as to its power and authority to enter into arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. In no event shall any Person dealing with the General Partner or the General Partner’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been

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complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner’s representative; and every Contract or other document executed by the General Partner or the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Section 9.3.   Compensation and Reimbursement of General Partner.

(a)Except as provided in this Section 9.3 or otherwise in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership.

(b)The General Partner shall be reimbursed for all expenses, disbursements and advances incurred or made on behalf of the Partnership, and other expenses necessary or appropriate to the conduct of the Partnership’s business and allocable to the Partnership.

Section 9.4.   Certain Duties and Obligations of the Partners; Exculpation; Indemnity.

(a)No Partner shall take, or cause to be taken, any action that would result in any other Partner having any personal liability for the obligations of the Partnership.

(b)To the fullest extent permitted by applicable law, no Partner or any Affiliate of any Partner or their respective members, officers, directors, employees, agents, stockholders or partners nor any Person who serves at the specific request of the General Partner on behalf of the Partnership as a partner, member, officer, director, employee or agent of any other entity (each, an “Indemnitee”) will be liable to the Partnership or to any Partner for any act performed or omission made by such Person in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from Gross Negligence, fraud, a willful breach of this Agreement or a willful illegal act. To the extent that an Indemnitee has, at law or in equity, duties and liabilities relating to the Partnership, any Limited Partner or any other Person bound by the terms of this Agreement, such Indemnitee, acting in accordance with this Agreement shall not, to the maximum extent permitted under applicable law, be liable to the Partnership or to any such Limited Partner or other Person for its good faith reliance on the provisions of this Agreement. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the General Partner acting under the Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to be modified to the extent of such other duties and liabilities of the General Partner.

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(c)           To the maximum extent permitted under applicable law, whenever an Indemnitee is permitted or required to make a decision or take an action or omit to do any of the foregoing: (i) in its “sole discretion” or “discretion” or under a similar grant of authority or latitude or without an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), such Indemnitee shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever, or (ii) with an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), then the Indemnitee shall comply with such express standard but, to the maximum extent permitted under applicable law, shall not be subject to any other or additional standard imposed by this Agreement or applicable law.

(d)           Each Indemnitee may consult with legal counsel, financial advisors and accountants selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, financial advisors or accountants will be full justification for any such act or omission, and each such Indemnitee will be fully protected in so acting or omitting to act, provided that such counsel, financial advisors or accountants were selected with reasonable care.

(e)           The Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless any Indemnitee (and their respective heirs and legal and personal representatives) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Partnership), by reason of any actions or omissions or alleged acts or omissions arising out of such Person’s activities either on behalf of the Partnership or in furtherance of the interests of the Partnership or arising out of or in connection with the Partnership, against all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with such action, suit or proceeding; provided, that such Person was not guilty of Gross Negligence, fraud, a willful breach of this Agreement or a willful illegal act; provided further, that any Person entitled to indemnification from the Partnership hereunder shall first seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be, and, if such Person is other than the General Partner, such Person shall obtain the written consent of the General Partner prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such Person. The General Partner shall have the Partnership purchase, at the Partnership’s expense, insurance to insure the Partnership and the Partners against liability in connection with the activities of the Partnership.

(f)            The right to indemnification conferred in this Section 9.4 shall include the right to be paid or reimbursed by the Partnership the expenses incurred by a Person of the type

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entitled to be indemnified under Section 9.4(c) who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the Person’s ultimate entitlement to indemnification. Such expenses shall, at the request of the Person entitled to be indemnified under Section 9.4(c), be advanced by the Partnership on behalf of such Person in advance of the final disposition of a proceeding so long as such Person shall have provided the Partnership with a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Section 9.4 or otherwise.

(g)           The right of any Indemnitee to the indemnification provided herein is cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity, and extend to such Indemnitee’s successors, assigns and legal representatives.

Section 9.5.   No Recourse Agreement.  Neither the Partnership nor any of its Subsidiaries shall enter into any agreement which shall provide for recourse to any Limited Partner or, without its consent, the General Partner. No recourse to (a) any assets or properties of any members, partners or shareholders of any Limited Partner (or any person that controls such member, partner or shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)), (b) any Affiliate of any Limited Partner or (c) any incorporators, officers, directors, partners, members or employees of any Limited Partner shall be had and no judgment relating to the obligations of any Limited Partner under this Agreement or the Transaction Documents (except to the extent any such Person expressly is individually liable thereunder) or for any payment obligations under this Agreement or the Transaction Documents (except to the extent any such Person expressly is individually liable thereunder), or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by the Partnership or any Partner against any direct or indirect member, partner, shareholder, incorporator, employee or Affiliate, past, present or future, of any Limited Partner.

ARTICLE X

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 10.1.   Limitation of Liability.  No Limited Partner, in such capacity, shall have any liability under this Agreement, or for the debts, liabilities or obligations of the Partnership, except as provided in the Partnership Act.

Section 10.2.   Management of the Business.  No Limited Partner (other than the General Partner or its directors, managers, partners, officers, employees or agents in their capacity as such, if such Person shall also be a Limited Partner) shall take part in the operation, management or control of the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any business by a General Partner or any director, manager, partner, officer, employee or agent of a General Partner in its capacity as such

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shall not affect, impair or eliminate the limitations on the liability of any Limited Partner under this Agreement.

Section 10.3.   Outside Activities.  (i) The TCV Group, the Blackstone Group, the OEP Group, any partner, member, officer, director, employee or Affiliate of the foregoing may engage in or possess any interest in other investments, business ventures or Persons of any nature or description, independently or with others, similar or dissimilar to, or that competes with, the investments or business of the Partnership and its Subsidiaries, and may provide advice and other assistance to any such investment, business venture or Person, (ii) the Partnership and the Partners shall have no rights by virtue of this Agreement in and to such investments, business ventures or Persons or the income or profits derived therefrom, and (iii) the pursuit of any such investment or venture, even if competitive with the business of the Partnership and its Subsidiaries, shall not be deemed wrongful or improper. None of the TCV Group, the Blackstone Group, the OEP Group, any partner, member, officer, director, employee or Affiliate of the foregoing shall be obligated to present any particular investment or business opportunity to the Partnership even if such opportunity is of a character that, if presented to the Partnership, could be pursued by the Partnership, and the TCV Group, the Blackstone Group, the OEP Group, and any partner, member, officer, director, employee or Affiliate of the foregoing shall have the right to pursue for its own account (individually or as a partner or a fiduciary) or to recommend to any other Person any such investment opportunity. Nothing in this Section 10.3 as it relates to any partner, member, officer, director or employee of any such Person shall limit the obligations of such partner, member, officer, director or employee of any such Person under any other agreements (including any employment agreements) with the Partnership or its Subsidiaries or under any policy of the Partnership or its Subsidiaries to which such partner, member, officer, director or employee may be subject from time to time.

ARTICLE XI

TAXES

Section 11.1.   Tax Matters Partner.  The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Partner”). The Tax Matters Partner shall determine in its reasonable discretion the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The Tax Matters Partner shall have all of the rights, duties, powers and obligations provided for in Sections 6221 through 6232 of the Code. The Partnership intends to file as a partnership for U.S. federal, state and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to U.S. federal, state or local tax matters of the Partnership, shall be made by the Tax Matters Partner, in consultation with the Partnership’s attorneys and/or accountants. As appropriate, the Tax Matters Partner shall prepare a schedule allocating basis to all the assets of the Partnership under Code Sections 755 and 1060. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner. As soon as reasonably practicable after the end of each taxable year but not later than 75 days after the end of each taxable year, the Partnership shall

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send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable state or local income tax Law, with respect to such taxable year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall bear the cost of the preparation and filing of its tax returns with respect to the Partnership and its Subsidiaries, but shall not bear any additional costs related primarily to any specific Partner. The Tax Matters Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Tax Matters Partner by giving notice thereof as soon as reasonably practicable after becoming aware thereof and, within that time, shall forward to each other Partner copies of all significant written communications it may receive in that capacity.

Section 11.2.   Information Rights.

(a)           The Partnership agrees to provide to the Class A-1 Limited Partners such information as the Class A-1 Limited Partners reasonably request from time to time in order to (i) permit the Class A-1 Limited Partners to comply with any applicable information reporting obligations resulting from the Class A-1 Limited Partners’ investment in the Partnership and (ii) determine whether any majority-owned Subsidiary of the Partnership (based on vote or value) is or has been, or the consequences to the applicable Class A-1 Limited Partners, as the case may be, if any Subsidiary of the Partnership becomes, a “passive foreign investment company,” a “controlled foreign corporation,” a corporation whose income is required to be taken into account by the Class A-1 Limited Partners, and, at the request of the Class A-1 Limited Partners, cooperate with the Class A-1 Limited Partners in making, or permitting the applicable Class A-1 Limited Partners to make, any election permitted under the Code that does not have a material adverse tax effect to the other Partners. The Partnership shall also use reasonable commercial efforts to provide such information as the Class A-1 Limited Partners reasonably request for the foregoing purposes with respect to minority-owned Subsidiaries of the Partnership.

(b)           The Partnership shall use good faith reasonable efforts to provide, at its expense, to OEP (i) the financial and tax information necessary to enable OEP to determine its (and its beneficial owners’) US taxable income (if any) (including gross income required to be recognized under Section 951 of the Code) derived from its investment for the applicable tax year (beginning with the 2006 tax year, but only if, in the reasonable determination of OEP, any of the beneficial owners of OEP qualifies as a “United States shareholder” of the Partnership, as defined in Section 951(b) of the Code) and foreign tax credits no later than May 31 of each year and (ii) any information required to be included in US federal income tax returns, forms, statements and related disclosures that are required to be filed by or on behalf of OEP and its respective beneficial owners with respect to its investment no later than June 30 of each year. The Partnership shall also (A) make a determination each year, at its expense, of whether the Partnership or any of its direct or indirect subsidiaries qualify as “passive foreign investment companies” within the meaning of Section 1297 of the Code for the taxable year and, if relevant, (B) use good faith reasonable efforts to (I) communicate the determination to OEP in writing no later than May 31 of the succeeding year and (II) provide OEP with the information described in the preceding sentence. The Partnership shall consider and use commercially reasonable efforts to implement (at OEP’s expense) proposals by OEP to enhance the tax position of its affiliates in connection with its investment in the Partnership, provided that the proposals are not

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disadvantageous to th   Partnership (or any of its beneficial owners) or the Partnership or any of its direct or indirect subsidiaries (determined at the sole discretion of the GP).

Section 11.3.   Tax Withholding.  To the extent the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner (“Tax Advances”), the Partnership may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. If a distribution to a Partner is actually reduced as a result of a Tax Advance, for all other purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is reduced by the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner.

ARTICLE XII

MANAGEMENT LIMITED PARTNERS

Section 12.1.   Vested Interests and Unvested Interests; Forfeiture of Unvested Interests.

(a)           Management Interests shall be held subject to the terms and conditions of a Management Equity Award Agreement which will include vesting conditions applicable to such Interests.

(b)           Except as otherwise provided in a Management Equity Award Agreement, if a Management Limited Partner’s Services to the Partnership and its Subsidiaries terminate for Cause (as defined in the applicable Management Equity Award Agreement), all outstanding Management Interests held by such Management Limited Partner (including both Unvested Interests and Vested Interests) shall be forfeited without consideration.

(c)           Except as otherwise provided in a Management Equity Award Agreement, if a Management Limited Partner’s Services to the Partnership and its Subsidiaries terminate for any reason other as described in clause (b) above (including death or Disability (as defined in the applicable Management Equity Award Agreement)), all outstanding Management Interests held by such Management Limited Partner that are Unvested Interests shall be forfeited without consideration.

Section 12.2.   Call Rights.

(a)           Except as otherwise provided in a Management Equity Award Agreement, if a Management Limited Partner’s Services to the Partnership and its Subsidiaries terminate for any reason (including death or Disability) (a “Termination Event”), the Partnership shall have the right but not the obligation to purchase, from time to time after such Termination Event, for a

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period of 200 days following the later of (x) the Termination Event and (y) with respect to Management Interests which are Vested Interests, the date such Management Interests become Vested Interests (the “Call Option Period”), the Management Interests held by such Management Limited Partner. To exercise such purchase right with respect to a Management Limited Partner, the Partnership shall deliver to such Management Limited Partner prior to the expiration of the Call Option Period a written notice specifying the number and class of Interests with respect to which the Partnership has elected to exercise such purchase right, whereupon such Management Limited Partner shall be required to sell to the Partnership, the Management Interests specified in such notice, at a price per Management Interest equal to the applicable purchase price determined pursuant to Section 12.2(c).

(b)           If upon expiration of the Call Option Period, the Partnership has not purchased all of a terminated Management Limited Partner’s Management Interests which are Vested Interests, the Partnership shall on or before the expiration of the Call Option Period provide written notice to each Partner that is a member of a Sponsor Group (collectively, the “Other Partners”) of (i) its decision not to purchase some or all of such Management Interests and (ii) the number and class of such Management Interests which the Partnership did not elect to purchase, and the Other Partners shall have the right to purchase all or a portion of such remaining Management Interests which are Vested Interests at a price per Management Interest equal to the applicable purchase price determined pursuant to Section 12.2(c). The Other Partners’ rights to purchase such Management Interests and such Management Limited Partner’s corresponding obligation to sell such Management Interests shall terminate on the 60th day following the expiration of the Call Option Period. Each of the Other Partners that elects to exercise such purchase right shall provide written notice to the Partnership prior to the 60thday following the expiration of the Call Option Period specifying that the number of such Management Interests it wishes to purchase (and, if the aggregate number of Equity Incentives Interests specified in such notices exceeds the number of Management Interests available, the number of Management Interests which each Other Partner shall be entitled to purchase shall be reallocated in proportion to each such Other Partner’s Ownership Percentage). Upon receipt of the Other Partners’ notices, the Partnership will notify such Management Limited Partners of the Other Partners’ elections and such Management Limited Partner will be obligated to sell to the Other Partners the number of such Management Interests determined in accordance with this Section 12.2(b).

(c)           Call Values. Except as otherwise provided in a Management Equity Award Agreement:

(i)            Unvested Interests; Any Termination. Upon a termination of a Management Limited Partner’s Services to the Partnership and its Subsidiaries for any reason (including death or Disability), the purchase price for the Management Interests which are Unvested Interests, to the extent the forfeiture provisions set forth in Section 12.1(b) do not apply or are not enforceable, will be $1 in the aggregate (or the lowest price permitted by applicable Law).

(ii)           Vested Interests; Cause Termination. Upon a termination of a Management Limited Partner’s Services by the Partnership and its Subsidiaries for Cause (as defined in the applicable Management Equity Award Agreement), the purchase price

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for the Management Interests, to the extent the forfeiture provisions set forth in Section 12.1(b) do not apply or are not enforceable, will be $1 in the aggregate (or the lowest price permitted by applicable Law).

(iii)          Vested Interests; Other Termination. Upon a termination of a Management Limited Partner’s Services to the Partnership and its Subsidiaries for any reason other than a termination by the Partnership or its Subsidiaries for Cause (as defined in the applicable Management Equity Award Agreement), the purchase price for the Management Interests which are Vested Interests will be Fair Market Value (determined pursuant to Section 12.4 and, in the case of a purchase by the Partnership pursuant to Section 12.2(a), as of the date on which the Partnership exercised its call right pursuant to Section 12.2(a) or, in the case of a purchase by any Other Partner pursuant to Section 12.2(b), as of the 60th day following the expiration of the applicable Call Option Period (such date, the “Price Determination Date”)).

(d)           The closing of the purchase of the Management Interests pursuant to Section 12.2(a) or 12.2(b) shall occur at such time and place as the parties to such purchase shall agree, and in any event within 45 days of the Price Determination Date; provided that if such purchase is subject to any prior regulatory approval, then such 45-day period shall be extended until the expiration of 10 Business Days after all such approvals shall have been received. At such closing, the Management Limited Partner shall deliver certificates representing the Management Interests (or other applicable transfer instruments), duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Management Interests shall be free and clear of any liens, and the transferring Management Limited Partner shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and record owner of such Management Interests with the full right, power and authority to convey the Management Interests to the purchaser. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. The Management Interests may be purchased (i) by delivery of funds deposited into an account designated by the Management Limited Partner selling such Management Interests, a bank cashier’s check, a certified check or a company check of the purchaser for the purchase price, (ii) if the purchaser is the Partnership and it or its Subsidiaries are prohibited from paying cash by any financing arrangements of the Partnership and unable to pay the purchase price in shares as described in clause (iii) below, by a note of the Partnership payable in installments over a period of up to five (5) years from the date of issuance of such note, having a principal amount equal to the applicable purchase price, bearing interest at a market borrowing rate for similarly situated companies of similar credit quality in effect from time to time (which note shall be a general, senior unsecured obligation of the Partnership or a Subsidiary of the Partnership that holds all or substantially all of the assets of the Partnership), or (iii) if a Qualified Public Offering has occurred, by delivery of a number of shares of the IPO Corporation equal to the aggregate purchase price of the Management Interests being purchased divided by the closing price on the applicable exchange on which such share trade as of the trading day immediately prior to the day of delivery thereof to the Management Limited Partner, rounded down to the nearest whole number of shares. The Partnership shall notify the Management Limited Partners in writing of the method by which it has elected to purchase the Management Interests at least 3 Business Days prior to the closing of such purchase. The parties hereto acknowledge that the Partnership may be unable to pay with Shares to the extent it is unable to deliver such securities pursuant to an exemption from registration

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under the Securities Act and any applicable state securities laws or pursuant to a registration statement on Form S-3 or Form S-8.

(e)           Notwithstanding anything to the contrary elsewhere herein, the Partnership shall not be obligated to purchase any Management Interests at any time pursuant to this Section 12.2, regardless of whether it has delivered a notice of its election to purchase any such Management Interests, (i) to the extent that (A) the purchase of such Management Interests (together with any other purchases of Management Interests pursuant to this Article XII, or pursuant to similar provisions in any other agreements with other investors, of which the Partnership has at such time been given or has given notice) or (B) in the event of an election to purchase such Management Interests with shares of the IPO Corporation, the issuance of such shares by the IPO Corporation or the distribution of such shares of the IPO Corporation to the applicable Management Limited Partner(s) would result (x) in a violation of any Law (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares to the applicable Management Limited Partner(s)), (y) after giving effect thereto (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), in a default or event of default under any financing agreement of the Partnership or its Subsidiaries (a “Financing Default”) or (z) in the Partnership being required to disgorge any profit to the IPO Corporation pursuant to Section 16(b) of the Exchange Act, (ii) if immediately prior to such purchase of Management Interests, issuance or purchase of shares of the IPO Corporation, as the case may be, there exists a Financing Default which prohibits such issuance or purchase (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), or (iii) if the Partnership does not have funds available to effect such purchase of Management Interests. The Partnership shall within 15 days of learning of any such fact so notify the Members in writing that it is not obligated to purchase such Management Interests, whereupon Sections 12.2(b) and 12.2(c) shall apply to such Management Interests as if the Partnership had never delivered a notice electing to purchase such Management Interests (except that each reference to “the 60th day following the expiration of the Call Option Period” in Section 12.2(b) shall be deemed a reference to “the 60th day following the delivery by the Partnership of the notice referred to in Section 12.2(e)” and the definition of “Price Determination Date” shall be deemed modified in a corresponding manner). Notwithstanding the foregoing, the Partnership shall use reasonable efforts to cause its Subsidiaries to distribute cash necessary to satisfy its obligations in respect of Section 12.2(d) and Section 12.2(e).

Section 12.3.   Put Rights.

(a)           Except as otherwise provided in a Management Equity Award Agreement, if a Management Limited Partner’s Services to the Partnership and its Subsidiaries terminate as a result of death of Disability (a “Put Termination Event”), the Management Limited Partner (or its estate or heirs) shall have the right but not the obligation to require the Partnership to purchase, from time to time after such Put Termination Event, for a period of 200 days following the later of (x) Put Termination Event and (y) with respect to Management Interests which are Vested Interests, the date such Management Interests become Vested Interests (the “Put Option Period”), all (but not less than all) of the Management Interests held by such Management Limited Partner; provided that the General Partner may require that the exercise be delayed until the 181st day following the later of the Put Termination Event and the date such Management Interests become

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Vested Interests if deferring such exercise would avoid an adverse accounting impact to the Partnership or its Subsidiaries. To exercise such purchase right, the Management Limited Partner (or its estate or heirs) shall deliver to the Partnership prior to the expiration of the Put Option Period a written notice specifying its election to exercise its rights under this Section 12.3, whereupon such Management Limited Partner (or its estate or heirs) shall be required to sell to the Partnership all of its Management Interests, at a price per Management Interest equal to the applicable purchase price determined pursuant to Section 12.2(c).

(b)           The closing of the purchase of the Management Interests pursuant to Section 12.3(a) shall occur at such time and place as the parties to such purchase shall agree, and in any event within 45 days of the Price Determination Date; provided that if such purchase is subject to any prior regulatory approval, then such 45-day period shall be extended until the expiration of 10 Business Days after all such approvals shall have been received. At such closing, the Management Limited Partner (or its estate or heirs) shall deliver certificates representing the Management Interests (or other applicable transfer instruments), duly endorsed for transfer and accompanied by all requisite transfer taxes, if any, and such Management Interests shall be free and clear of any liens, and the transferring Management Limited Partner (or its estate or heirs) shall so represent and warrant, and shall further represent and warrant that it is the sole beneficial and record owner of such Management Interests with the full right, power and authority to convey the Management Interests to the Partnership. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. The Management Interests may be purchased through any of the means described in, and subject to the terms and conditions of, Section 12.2(d).

(c)           Notwithstanding anything to the contrary elsewhere herein, the Partnership shall not be obligated to purchase any Management Interests at any time pursuant to this Section 12.3 (i) to the extent that (A) the purchase of such Management Interests (together with any other purchases of Management Interests pursuant to this Article XII, or pursuant to similar provisions in any other agreements with other investors, of which the Partnership has at such time been given or has given notice) or (B) in the event of an election to purchase such Management Interests with shares of the IPO Corporation, the issuance of such shares by the IPO Corporation or the distribution of such shares of the IPO Corporation to the applicable Management Limited Partner(s) would result (x) in a violation of any Law (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares to the applicable Management Limited Partner(s)), (y) after giving effect thereto (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), in a Financing Default or (z) in the Partnership being required to disgorge any profit to the IPO Corporation pursuant to Section 16(b) of the Exchange Act, (ii) if immediately prior to such purchase of Management Interests, issuance or purchase of shares of the IPO Corporation, as the case may be, there exists a Financing Default which prohibits such issuance or purchase (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), or (iii) if the Partnership does not have funds available to effect such purchase of Management Interests. The Partnership shall within 15 days of learning of any such fact so notify the Members in writing that it is not obligated to purchase such Management Interests, whereupon Sections 12.3(b) and 12.3(c) shall apply to such Management Interests as if the Management Limited Partner (or its estate or heirs) had never delivered a notice electing to

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require the Partnership to purchase such Management Interests. Notwithstanding the foregoing, the Partnership shall use reasonable efforts to cause its Subsidiaries to distribute cash necessary to satisfy its obligations in respect of Section 12.3.

(d)           The provisions of this Section 12.3 shall terminate upon a Qualified Public Offering.

Section 12.4.   Fair Market Value. “Fair Market Value” for the Management Interests to be purchased under Section 12.2 or Section 12.3 will mean (i) if there is a public market for the Interests or shares of IPO Corporation on such date, the value for such Management Interests implied by the average of the high and low closing bid prices of such Interests or shares on the stock exchange on which the equity is principally trading or (ii) if there is no public market for the equity on such date, the value of such Management Interests implied by an enterprise value for the Partnership as determined in good faith by the General Partner in consultation with the Chief Executive Officer and Chief Financial Officer of the Partnership’s principal operating Subsidiary.

Section 12.5.   Voting; Power of Attorney.

(a)           Except as otherwise provided herein or in the Partnership Act, only the holders of Class A Interests will be entitled to vote on any matters requiring a vote, consent or other action of the Limited Partners. Any action shall be authorized if the affirmative vote of the holders of a majority of the Class A Interests present at a meeting at which a quorum is present shall be obtained. Prior to the Lapse Date, to the extent any class of Interests is required or eligible to vote with respect to any matter (including Class A Interests or any other class), each Management Limited Partner shall vote all of its eligible Management Interests in any manner directed by the General Partner.

(b)           Each Management Limited Partner hereby constitutes and appoints the General Partner (and any member of the board of directors of the General Partner acting at the direction of a valid majority of such board), with full power of substitution, as such Person’s true and lawful agent and attorney in fact, with full power and authority in such Person’s name, place and stead, (i) to, prior to the Lapse Date, vote for or against in respect of any matter pursuant to which such Management Limited Partner is eligible to vote its Interests and (ii) to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof in accordance with the terms hereof which the General Partner or such member deems appropriate or necessary to form, qualify, or continue the qualification of, the Partnership as a limited partnership in the Cayman Islands and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all instruments which the General Partner or such member deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents which the General Partner or such member deems appropriate or necessary to reflect the dissolution of the pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all instruments relating to the admission, withdrawal or substitution of any Partner pursuant to the terms hereof. The foregoing power of attorney is irrevocably given by way of securing such Management Limited Partner’s obligations hereunder, and shall survive and not be affected by

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the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Management Limited Partner and the Disposition of all or any portion of such Management Limited Partner’s Interests and shall extend to such Management Limited Partner’s heirs, successors, assigns and personal representatives.

ARTICLE XIII

BOOKS AND BANK ACCOUNTS

Section 13.1.   Maintenance of Books.  The General Partner shall keep or cause to be kept at the Partnership’s principal place of business complete and accurate books and records of the Partnership and supporting documentation of the transactions with respect to the conduct of the Partnership’s business. The Partnership’s financial books and records shall be maintained on a full cost accounting basis unless otherwise agreed by the General Partner. The records shall include, but not be limited to, complete and accurate information regarding the state of the business and financial condition of the Partnership; a copy of this Agreement and all amendments thereto; the current list of the names and last known business, residence, or mailing addresses of all Partners; and the Partnership’s U.S. federal, state, and local tax returns for the Partnership’s six most recent tax years.

Section 13.2.   Accounts.  The General Partner shall maintain a register of the Partners’ interests in the Partnership at the registered office of the Partnership, setting forth the name and address of each Partner, the amount and date of each Capital Contribution by a Partner and the amount and date of any payment representing a return of any part of the contribution of any Partner and shall maintain a register of mortgages created by the Limited Partners over their interest in the Partnership at the registered office of the Partnership in accordance with Section 7(7)(b) of the Partnership Act.

ARTICLE XIV

DISSOLUTION, WINDING-UP AND TERMINATION

Section 14.1.   Dissolution of the Partnership.

(a)           The Partnership shall be dissolved, and its affairs shall be wound up and a Section 15 Notice of Dissolution shall be filed with the Registrar pursuant to the Partnership Act upon the first to occur of the following (each a “Dissolution Event”): (i) the General Partner determines to dissolve the Partnership, (ii) at any time when there are no Limited Partners or (iii) the entry of a decree of judicial dissolution of the Partnership under the Partnership Act. The dissolution, resignation, expulsion or bankruptcy of any Limited Partner or, save as provided below, the General Partner, shall not cause the dissolution of the Partnership.

(b)           The removal, withdrawal, bankruptcy, insolvency, termination or dissolution of the last remaining General Partner of the Partnership being either an individual resident in the Cayman Islands or a company registered under the Companies Law (as revised) of the Cayman Islands or registered pursuant to Part IX of the Companies Law (as revised) of the Cayman Islands or a partnership registered pursuant to section 9(1) of the Partnership Act shall

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dissolve the partnership unless the Limited Partners unanimously agree to continue the Partnership and appoint a new General Partner who is either an individual resident in the Cayman Islands or a company registered under the Companies Law (as revised) of the Cayman Islands or registered pursuant to Part IX of the Companies Law (as revised) of the Cayman Islands or a partnership registered pursuant to section 9(1) of the Partnership Act within 90 days thereof.

Section 14.2.   Winding-up and Termination.  On the occurrence of a Dissolution Event, the General Partner (or, if there is no General Partner, the Limited Partners holding a majority of the outstanding Class A Interests, taken together as a single class) shall select one or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Partnership Act. The costs of winding up shall be borne as a Partnership expense, including reasonable compensation to the liquidator. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. Subject to the terms in the Partnership Act, the steps to be accomplished by the liquidator are as follows:

(a)           as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations;

(b)           the liquidator shall pay, satisfy or discharge from Partnership funds all of the debts, liabilities and obligations of the Partnership or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

(c)           all remaining assets of the Partnership shall be distributed to the Partners as follows; provided, however, that the liquidator shall use reasonable best efforts to distribute cash to Partners:

(i)            the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of Partners in accordance with the provisions of Article VIII;

(ii)           with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii)          Partnership property shall be distributed among the Partners in accordance with Section 7.1, and those distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation).

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All distributions in kind to Partners shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 14.2. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 14.2 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Interests of all the Partnership’s property and constitutes a compromise to which all Partners have consented. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Section 14.3.   Deficit Capital Accounts.  No Partner shall be required to pay to the Partnership, to any other Partner or to any third party any deficit balance which may exist from time to time in the Partner’s Capital Account.

Section 14.4.   Dissolution.  On completion of the distribution of Partnership assets as provided herein, the General Partner or the liquidators (or such other Person or Persons as the Partnership Act may require or permit) shall file such documents and take such other actions as may be necessary to terminate the existence of the Partnership. Upon satisfaction of all applicable matters required under the Partnership Act, the existence of the Partnership shall cease, except as may be otherwise provided by the Partnership Act or other applicable Law.

ARTICLE XV

WITHDRAWAL OF PARTNERS

Section 15.1.   Withdrawal of General Partner.  The General Partner covenants and agrees that it will not withdraw as the General Partner of the Partnership for the term of the Partnership except as permitted under this Agreement.

Section 15.2.   Withdrawal of Limited Partners.  No Limited Partner shall have any right to withdraw from the Partnership except as permitted under this Agreement. No Limited Partner shall be entitled to receive any distribution from the Partnership for any reason or upon any event except as expressly set forth in Articles V, VII and XV.

ARTICLE XVI

GENERAL PROVISIONS

Section 16.1.   Offset.  Whenever the Partnership is to pay any sum to any Partner, any amounts that such Partner, in its capacity as a Partner, owes the Partnership may be deducted from that sum before payment.

Section 16.2.   Notices.  Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, or mailed by certified mail, return receipt requested, or nationally recognized

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overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that any such party may designate by written notice to the other parties):

(i)            if to the Partnership or the General Partner, at the address of the General Partner’s principal executive offices; and

(ii)           if to a Partner (other than a Management Limited Partner), to the address given for the Partner on Schedule A hereto;

(iii)          if to a Management Limited Partner, to the address given for the Partner on the applicable Management Equity Award Agreement (or such other address on the payroll records of the Partnership or its Subsidiaries; and

(iv)          if to a holder of Interests that has not been admitted as a Partner, to the address given for such holder in an Addendum Agreement.

Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first business day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first business day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five business days after the date of deposit in the United States mail.

(b)           Whenever any notice is required to be given by Law, this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 16.3.   Entire Agreement; Supersede.  This Agreement and the other Transaction Documents constitute the entire agreement of the Partners and their Affiliates relating to the Partnership and supersede all prior contracts or agreements with respect to the Partnership, whether oral or written.

Section 16.4.   Effect of Waiver or Consent.  A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Partnership is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Partnership. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Partnership, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

Section 16.5.   Amendment or Restatement.  This Agreement (including any Exhibit or Schedule hereto) may not be amended, modified, supplemented or restated, nor may any provisions of this Agreement be waived, without a written instrument adopted, executed and agreed to by the General Partner; provided, however, that (a) any such amendment, modification, supplement, restatement or waiver that would disproportionately and adversely affect the rights of any Partner hereunder, in its capacity as a Partner, as the case may be, without similarly

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affecting the rights hereunder of all Partners of the same class, in their capacities as Partners, as the case may be, shall not be effective as to such Partner without such Partner’s prior written consent and, provided, further, Article IV, Sections 5.5, 9.4, 9.5, Article X and Sections 16.5, 16.6, 16.8 or the Definitions of “Affiliate”, “Permitted Transferee”, “Qualified Public Offering” (with respect to the size of the offering) and “Subsidiary” and the terms of the Interests held by the TCV Group and the OEP Group may not be amended, modified, supplemented, restated or waived in a manner that is adverse to TCV or OEP without the prior written consent of TCV and OEP, provided, further that the General Partner may not be replaced and no new General Partner may be appointed without the consent of TCV and OEP. Notwithstanding anything to the contrary in this Section 16.5, if the provisions of Proposed Treasury Regulation Section 1.83-3 and related sections and the proposed Revenue Procedure described in IRS Notice 2005-43, as proposed by the Internal Revenue Service on May 24, 2005, or provisions similar thereto, are adopted as final (or temporary) rules (the “New Rules”), the General Partner is authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the General Partner may determine to be necessary or advisable to comply with or reflect the New Rules. Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any person not a party to this Agreement.

Section 16.6.   Termination.  This Agreement shall terminate upon the earlier to occur of (i) the consummation of an Approved Sale of the entire Partnership pursuant to Section 4.5 and the distribution of the proceeds therefrom, (ii) the consummation of a Dissolution Event, (iii) upon the written agreement of the Partners, and (iv) the consummation of a firm commitment underwritten public offering by the IPO Corporation of common stock pursuant to an effective registration statement under the Securities Act.

Section 16.7.   Binding Effect.  Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the Partnership and each Partner and their respective heirs, permitted successors, permitted assigns, permitted distributees and legal representatives; and by their signatures hereto, the Partnership and each Partner intends to and does hereby become bound. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective permitted successors and assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.

Section 16.8.   Governing Law; Severability; Limitation of Liability.

(a)           This Agreement shall be governed by and construed in accordance with Cayman Islands law.

(b)           In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Partnership Act, such provision of the Partnership Act shall control. If any provision of the Partnership Act provides that it may be varied or superseded in the limited partnership agreement (or otherwise by agreement of the partners of a limited partnership), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter.

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(c)           If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(d)           Neither the Partnership nor any Partner shall be liable to any of the other such Persons for punitive, special, exemplary or consequential damages, including damages for loss of profits, loss of use or revenue or losses by reason of cost of capital, arising out of or relating to this Agreement or the transactions contemplated hereby, regardless of whether based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar Law or any other legal or equitable principle, and the Partnership and each Partner releases each of the other such Persons from liability for any such damages.

Section 16.9.   Further Assurances.  In connection with this Agreement and the transactions contemplated hereby, the Partnership and each Partner shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the parties as expressed herein.

Section 16.10.   Indemnification.  The Partnership shall at all times maintain or cause to be maintained directors and officers’ liability insurance and indemnification policy covering the Partnership and its Subsidiaries and the General Partner which, in the good faith business judgment of the General Partner, is reasonable (x) for a company comparable in size to the Partnership and its Subsidiaries and (y) for substantially similar companies in the industry in which the Partnership and its Subsidiaries operate.

Section 16.11.   Counterparts.  This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by each of the Partners so long as each counterpart shall be signed by one or more of the Partners and so long as the other Partners shall sign at least one counterpart which shall be delivered to the Partnership.

Section 16.12.   Other Covenants.

(a)           Each Partner acknowledges and agrees that, upon any Dissolution Event or any Approved Sale of all of the Interests in the Partnership in accordance with this Agreement, the receipt of proceeds by the Partners with respect to their Interests shall be in accordance with Article VII.

(b)           Each Partner entitled to vote on matters submitted to a vote of the Partners, as the case may be, agrees to vote the Interests owned by such Partner upon all matters

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arising under this Agreement submitted to a vote of the Partners, as the case may be, in a manner that will implement the terms of this Agreement.

Section 16.13.   VCOC; Condition to Funding.

(a)           In the event TDS Investor (Cayman) L.P. ceases to qualify as an “operating company” as defined in the first sentence of 29 C.F.R. Section 2510.3-101(c), then the General Partner and each Limited Partner shall, and the Partnership shall cooperate in good faith to take all reasonable action necessary to provide that the investment (or at least 51% of the investment, valued at cost) of each Limited Partner that qualifies as a “venture capital operating company” as defined in 29 C.F.R. Section 2510.3-101(d) shall continue to qualify as a “venture capital investment” within the meaning of 29 C.F.R. Section 2510.3-101(d).

(b)           Neither Blackstone Participation Partnership (Cayman) V L.P. nor Blackstone Capital Partners (Cayman) V-S L.P. will be required to fund any payment to the Partnership or any of their Subsidiaries until such time as TDS Investor (Cayman) L.P. qualifies as an “operating company” within the meaning of the first sentence of Section 2510.3-101(d)(1) of the U.S. Department of Labor regulations codified at 29 C.F.R. Section 2510.3-101.

Section 16.14.   Registration Rights.  The Partnership shall cause the IPO Corporation to grant registration rights to each Partner as described in the Registration Rights Agreement attached hereto as Exhibit D (the “Registration Rights Agreement”) with respect to securities of the IPO Corporation into which the securities of the Partnership converted in the IPO Conversion.

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IN WITNESS WHEREOF, the parties have executed this Agreement as a Deed effective the day and year first above written.

	TDS INVESTOR (CAYMAN) GP LTD., as General Partner
By:
	Name:
	Title:
Witnessed by:
	Name:

LIMITED PARTNERS:
	[  ]
	By:
		Name:
		Title: Authorized Signatory
	Witnessed by:
	Name:
	[  ]
	By:
		Name:
		Title: Authorized Signatory
	Witnessed by:
	Name:

EXHIBIT A
DEFINED TERMS

“Addendum Agreement” shall have the meaning set forth in Section 3.3.

“Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partner Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” means, when used with respect to a specified Person, any Person which directly or indirectly Controls, is Controlled by or is under common control with such specified Person.

“Agreement” shall mean this Amended and Restated Agreement of Exempted Limited Partnership, as further amended and restated from time to time.

“Applicable Tax Percentage” means the highest effective marginal combined U.S. federal, state and local income tax rate for a fiscal year prescribed for an individual resident in New York, New York (taking into account (a) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation described in Section 68(a)(2) of the Code applies, (b) the nondeductiblity of other expenses subject to the limitation described in Section 67(a) of the Code applies and (c) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income). For the avoidance of doubt, the Applicable Tax Percentage will be the same for all Partners.

“Approved Class A-1 Sale” shall have the meaning set forth in Section 4.4(a).

“Approved Management Interest Sale” shall have the meaning set forth in Section 4.8(a).

“Blackstone” means Blackstone Family Investment Partnership (Cayman) V-A L.P.1, Blackstone Family Investment Partnership (Cayman) V L.P., Blackstone Participation Partnership (Cayman) V L.P., Blackstone Capital Partners (Cayman) V L.P., BCP (Cayman) V-S L.P., BCP V Co-Investors (Cayman) L.P.

“Blackstone Drag Interests” shall have the meaning set forth in Section 4.8(a).

“Blackstone Drag Partner” shall have the meaning set forth in Section 4.8(a).

“Blackstone Group” means Blackstone and its Permitted Transferees.

“Blackstone Partner” means any member of the Blackstone Group who holds Interests.

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“Book Value” means, with respect to any asset of the Partnership, the asset’s adjusted basis for U.S. federal income tax purposes, except that the Book Values of all such assets shall be adjusted to equal their respective fair market values (as reasonably determined by the General Partner) in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution to the Partnership, (b) the date of the distribution of more than a de minimis amount of Partnership property (other than a pro rata distribution) to a Partner or (c) the date of a grant of any additional interest to any new or existing Partner as consideration for the provision of services to or for the benefit of the Partnership; provided, that adjustments pursuant to clauses (a), (b) and (c) above shall be made only if the General Partner in good faith determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Book Value of any asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its gross fair market value. The Book Value of any asset contributed by a Partner to the Partnership will be the gross fair market value of the asset as of the date of its contribution thereto. In the case of any asset that has a Book Value that differs from its adjusted tax basis, Book Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits” and “Losses” rather than the amount of depreciation determined for U.S. federal income tax purposes.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of New York are authorized by Law to close.

“Capital Account” means the account to be maintained by the Partnership for each Partner pursuant to Section 5.4.

“Capital Contribution” means with respect to any Partner, the amount of money and the initial Book Value of any property (other than money) (reduced by the amount of any liabilities which are secured by such property) contributed to the Partnership by the Partner, including any amounts paid, or property contributed, by such Partner pursuant to Article V. Any reference in this Agreement to the Capital Contribution of a Partner shall include a Capital Contribution of its predecessors in interest. The aggregate principal amount of the notes from the Partnership to each member of the TCV Group dated August 23, 2006 that were exchanged for Interests immediately after the Initial Closing Date shall be deemed a Capital Contribution by the members of the TCV Group hereunder.

“Capital Stock” means any and all shares, interests, participations, or other equivalents (however designated) of capital stock of a corporation, any and all ownership interests in a Person (other than a corporation), and any and all warrants, options, or other rights to purchase or acquire any of the foregoing.

“Cayman Islands Law” means all applicable laws of the Cayman Islands.

“Class A Interests” shall have the meaning set forth in Section 3.1(a).

“Class A Limited Partner” means a Partner who owns Class A Interests.

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“Class A-1 Drag Interests” shall have the meaning set forth in Section 4.4(a).

“Class A-1 Drag Partner” shall have the meaning set forth in Section 4.4(a).

“Class A-1 Inclusion Notice” shall have the meaning set forth in Section 4.3(b).

“Class A-1 Inclusion Right” shall have the meaning set forth in Section 4.3(c).

“Class A-1 Interests” shall have the meaning set forth in Section 3.1(a).

“Class A-1 Limited Partner” means a Partner who owns Class A-1 Interests.

“Class A-1 Relevant Percentage” shall have the meaning set forth in Section 4.4(a).

“Class A-1 Selling Partner” shall have the meaning set forth in Section 4.3(a).

“Class A-1 Tag Offerees” shall have the meaning set forth in Section 4.3(a).

“Class A-2 Interests” shall have the meaning set forth in Section 3.1(a).

“Class A-2 Limited Partner” means a Partner who owns Class A-2 Interests.

“Change of Control” shall mean (i) the sale or disposition, in one or a series of transactions, of “all or substantially all of the assets” (as defined under New York law) of the Partnership and its Subsidiaries, taken as a whole, to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Blackstone Group or (ii) any person or group, other than the Blackstone Group, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a larger percentage of the total voting power of the voting stock of the Partnership and its Subsidiaries (taken as a whole) than the Blackstone Group, including by way of merger, consolidation or otherwise and the Blackstone Group ceases to control the board of directors of the General Partner.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to Sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Confidential Information” means all confidential and proprietary information (irrespective of the form of communication) obtained by or on behalf of, a Partner from the Partnership or its Representatives or through the ownership of an equity interest in the General Partner, other than information which (i) was or becomes generally available to the public other than as a result of a breach of this Agreement by such Partner or Representative, (ii) was or becomes available to such Partner on a nonconfidential basis prior to disclosure to the Partner by the Partnership, the General Partner or their respective Representatives or through its ownership of an equity interest in the General Partner, (iii) was or becomes available to the Partner from a source other than the Partnership, the General Partner or their respective Representatives or through such Partner’s ownership of an equity interest in the General Partner, provided that such source is not known by such Partner to be bound by a confidentiality agreement with the

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Partnership or the General Partner, or (iv) is independently developed by such Partner without the use of any such information received under this Agreement.

“Contract” means any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, warranty, insurance policy, benefit plan, memorandum of understanding, or legally binding commitment or undertaking of any nature.

“Control,” including the correlative terms “Controlling”, “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“Creditable Foreign Tax” means a foreign tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A foreign tax is a Creditable Foreign Tax for these purposes without regard to whether a Partner receiving an allocation of such foreign tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “creditable foreign tax” in Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistently therewith.

“Creditors’ Rights” means applicable bankruptcy, insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity.

“Disposition,” including the correlative terms “Dispose” or “Disposed,” means any direct or indirect transfer, assignment, sale, gift, inter vivos transfer, pledge, hypothecation, mortgage, hedge or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of Interests (or any interest (pecuniary or otherwise) therein or right thereto), including without limitation derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Interests is transferred or shifted to another Person.

“Dissolution Event” shall have the meaning set forth in Section 14.1(a).

“OEP” means OEP TP, Ltd.

“OEP Group” means OEP and its Permitted Transferees.

“OEP Partner” means OEP or any member of the OEP Group who holds Interests.

“Family Group,” with respect to any natural person, means (i) the spouse, issue, parents, grandparents and grandchildren (in each case, whether natural or adopted) of such natural person and (ii) any trust established solely for the exclusive benefit of such natural person or any of the Persons referred to in the foregoing clause (i).

“General Partner” means TDS Investor (Cayman) GP Ltd., and any substitute or successor General Partner appointed in accordance with the terms of this Agreement.

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“General Partner Interest” shall have the meaning specified in Section 3.1(a).

“Governmental Authority” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) U.S. and other federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).

“Gross Negligence” has the meaning ascribed to such term under the laws of the State of New York in the United States.

“Indemnitee” shall have the meaning set forth in Section 9.4(b).

“Initial Closing Date” means August 23, 2006.

“Interest” means an interest in the Partnership, including the right of the holder thereof to any and all benefits to which a holder thereof may be entitled as provided in this Agreement together with the obligations of a holder thereof to comply with all of the terms and provisions of this Agreement. The term “Interest” shall include the Class A-1 Interests and the Class A-2 Interests.

“IPO Conversion” shall have the meaning set forth in Section 4.5(a).

“IPO Corporation” shall have the meaning set forth in Section 4.5(a).

“Lapse Date” means, in respect of any Management Limited Partner, the earlier to occur of (i) two years following a Qualified Public Offering of at least 25% of the common stock of the IPO Corporation and/or the outstanding Interests (provided that if a Management Limited Partner’s Services to the Partnership and its Subsidiaries terminate as a result of death or Disability and a Qualified Public Offering shall have occurred, the “Lapse Date” with respect to such Management Limited Partner shall be deemed to occur immediately following the later of (x) such death or Disability or (y) 181 days following the Qualified Public Offering), (ii) the occurrence of a Change of Control and (iii) seven years following (A) the date on which such Management Limited Partner became a Management Limited Partner or (B) in the case of the Initial Management Limited Partners only, the Initial Closing Date.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority and shall include, for the avoidance of any doubt, the Partnership Act.

“Liabilities” means any liability, obligation, claim, expense or damage, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due.

“Limited Partners” means the Class A-1 Limited Partners and the Class A-2 Limited Partners.

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“Management Inclusion Notice” shall have the meaning set forth in Section 4.7(b).

“Management Inclusion Right” shall have the meaning set forth in Section 4.7(c).

“Management Interests” shall have the meaning set forth in Section 3.1(a).

“Management Limited Partner” means a Partner who owns Management Interests.

“Management Relevant Percentage” shall have the meaning set forth in Section 4.8(a).

“Management Tag Offerees” shall have the meaning set forth in Section 4.7(a).

“Net Taxable Income” has the meaning set forth in Section 7.2(a).

“New Rules” shall have the meaning set forth in Section 16.5.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the net increase, if any, in the amount of Partner Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

“Offer” shall have the meaning set forth in Section 4.9(b).

“Offered Interests” shall have the meaning set forth in Section 4.9(b).

“Offering Notice” shall have the meaning set forth in Section 4.9(b).

“Offeror” shall have the meaning set forth in Section 4.9(b).

“Partner” shall mean the General Partner or any of the Limited Partners and “Partners” means the General Partner and all of the Limited Partners.

“Partnership” means the exempted limited partnership governed hereby, as such limited partnership may from time to time be constituted.

“Partnership Act” shall mean the Exempted Limited Partnership Law, (2003 Revision) of the Cayman Islands, as amended from time to time.

“Partner Minimum Gain” has the meaning ascribed in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each “partner nonrecourse debt” (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partner Minimum Gain that would result if such Partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

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“Percentage Interest” means, with respect to each Partner (or group of Partners) and a specified class of Interests, the fraction (expressed as a percentage), the numerator of which is the number of Interests of such class owned by such Partner and the denominator of which is the sum of the total number of Interests of such class owned by all Partners (or the relevant Partners if the calculation is made with respect to a specified group of Partners).

“Permitted Transferee” with respect to (a) a transferor Partner (other than a Management Limited Partner) shall mean such Partner’s Affiliated entities; provided that for the avoidance of doubt the parties agree that TCV VI, L.P. is a Permitted Transferee of TCV, and (b) in the case of a transferor Partner that is a natural person, (i) any individual who received a Partner’s Interests pursuant to applicable Laws of descent and distribution or any member of such Partner’s Family Group and (ii) any trust the beneficiaries of which, or any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which, include only members of such Partner’s Family Group (or entities of which the stockholders, members or general or limited partners of which, include only members of such Partner’s Family Group).

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Personal Representative” means the executor, administrator, guardian, or other personal representative of any natural person who has become deceased or subject to disability, or any successor or assignee thereof whether by operation of law or otherwise.

“Profits” and “Losses” means, for each taxable year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 8.2 (Special Allocations) shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Book Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Book Value; (d) upon an adjustment to the Book Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Book Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Book Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Book Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided, that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits

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and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

“Qualified Public Offering” means any firm commitment underwritten offering of common stock to the public pursuant to an effective registration statement under the Securities Act (i) for which aggregate cash proceeds to be received by the IPO Corporation from such offering (without deducting underwriting discounts, expenses and commissions) are at least $200,000,000 or for which aggregate cash proceeds to be received by either the Blackstone Group, the TCV Group or the OEP Group from such offering (without deducting underwriting discounts, expenses and commissions) are at least $50,000,000, and (ii) pursuant to which such shares of common stock are authorized and approved for listing on the New York Stock Exchange or admitted to trading and quoted in the Nasdaq National Market system.

“Register of Partners” means the Register of Partnership Interests of the Partnership in the form set forth as Schedule A.

“Registration Rights Agreement” shall have the meaning set forth in Section 16.14.

“Representatives” shall have the meaning set forth in Section 3.4(b).

“Restricted Equity Units” shall mean unfunded, unsecured contractual rights to acquire in the Partnership a specified number of Class A-2 Interests with a hypothetical Capital Contribution per Interest equal to the Capital Contribution per Interest applicable to Class A-2 Interests issued on the date hereof, which rights may be granted from time to time, pursuant to Management Equity Award Agreements, by the Partnership in exchange for Services performed for the Partnership and its Subsidiaries.

“ROFR Period” shall have the meaning set forth in Section 4.9(a).

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

“Services” means the employment with the Partnership or its Subsidiaries of a Management Limited Partner (or the individual that Controls such Management Limited Partner if the Management Limited Partner is not a natural person).

“Shareholders’ Agreement” means the Shareholders’ Agreement of TDS Investor (Cayman) GP Ltd., between the General Partner and the shareholders party thereto, dated as of the date hereof, as the same may be amended or modified from time to time.

“Special Allocations” means the allocations pursuant to Section 8.2 of this Agreement.

“Sponsor Group” means each of the Blackstone Group, the TCV Group and the OEP Group.

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“Subsidiary” means (i) any corporation or other entity a majority of the Capital Stock of which having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the Partnership or any direct or indirect Subsidiary of the Partnership or (ii) a partnership in which the Partnership or any direct or indirect Subsidiary is a general partner.

“Tax” means all taxes, charges, levies, penalties or other assessments imposed by any United States federal, state, local or foreign taxing authority, including income, excise, property, sales, transfer, franchise, payroll, withholding, social security or other similar taxes, including any interest or penalties attributable thereto.

“Tax Advances” has the meaning set forth in Section 11.3.

“Tax Amount” has the meaning set forth in Section 7.2.

“Tax Distributions” shall have the meaning set forth in Section 7.2.

“Tax Matters Partner” shall have the meaning assigned to the term “tax matters partner” in Code Section 6231(a)(7) and the meaning set forth in Section 11.1.

“TCV” means TCV VI (Cayman), L.P. and TCV Member Fund (Cayman), L.P.

“TCV Group” means TCV and its Permitted Transferees.

“TCV Partner” means TCV or any member of the TCV Group who holds Interests.

“Transferring Management Limited Partner” shall have the meaning set forth in Section 4.9(a).

“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.

“25% Selling Partner” shall have the meaning set forth in Section 4.7(a).

“Unvested Interest” means any Management Interests that have not vested as of the date of determination pursuant to the terms of the Management Equity Award Agreement between the Management Limited Partner and the Partnership.

“Vested Interest” means any Management Interests that have vested as of the date of determination pursuant to the terms of the Management Equity Award Agreement between the Management Limited Partner and the Partnership.

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EXHIBIT B

FORM OF SPOUSAL AGREEMENT

The spouse of the Partner executing the foregoing Amended and Restated Agreement of Exempted Limited Partnership (or the counterpart signature above) is aware of, understands, and consents to the provisions of the foregoing Agreement (and related Transaction Documents) and its binding effect upon any community property interest or marital settlement awards he or she may now or hereafter own or receive, and agrees that the termination of his or her marital relationship with such Partner for any reason shall not have the effect of removing any Interests subject to the foregoing Agreement from the coverage thereof and that his or her awareness, understanding, consent, and agreement is evidenced by his or her signature below.

[Spouse’s Name]

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EXHIBIT C

FORM OF ADDENDUM AGREEMENT

This Addendum Agreement is made this        day of                           , 200    , by and between                                            (the “Transferee”) and TDS Investor (Cayman) L.P., a Cayman Islands exempted limited partnership (the “Company”), pursuant to the terms of that certain Agreement of Exempted Limited Partnership of the Company dated as of October 13, 2006, including all exhibits and schedules thereto (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, the Partnership and the Partners entered into the Agreement (and their respective spouses, to the extent applicable, have consented to the provisions of the Agreement) to impose certain restrictions and obligations upon themselves, and to provide certain rights, with respect to the Partnership, the Partners and its and their Interests;

WHEREAS, the Transferee is acquiring Interests issued by the Partnership or pursuant to a Disposition, in either case in accordance with the Agreement; and

WHEREAS, the Partnership and the Partners have required in the Agreement that all Persons to whom Interests of the Partnership are transferred and all other Persons acquiring Interests must enter into an Addendum Agreement binding the Transferee and the Transferee’s spouse to the Agreement to the same extent as if they were original parties thereto and imposing the same restrictions and obligations on the Transferee, the Transferee’s spouse and the Interests to be acquired by the Transferee as are imposed upon the Partners under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of the purchase or receipt by the Transferee of the Interests, the Transferee acknowledges and agrees as follows:

1.The Transferee has received and read the Agreement and acknowledges that the Transferee is acquiring the Interests in accordance with and subject to the terms and conditions of the Agreement.

2.The Transferee represents and warrants, as of the date hereof, to the Company and the Partners as follows:

(a)the Transferee has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and, if such Transferee is not executing this Agreement in its individual capacity, the execution, delivery, and performance by such Transferee of this Agreement have been duly authorized by all necessary action;

(b)this Agreement has been duly and validly executed and delivered by such Transferee and constitutes the binding obligation of such Transferee enforceable against such Person in accordance with its terms, subject to Creditors’ Rights;

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(c)the execution, delivery, and performance by such Transferee of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Person is subject, (ii) violate any order, judgment, or decree applicable to such Person, or (iii) conflict with, or result in a breach or default under, any agreement or other instrument to which such Person is a party or, if such Transferee is not executing this Agreement in its individual capacity, any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Person’s ability to satisfy its obligations hereunder;

(d)no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Transferee to perform its obligations hereunder or, if such Transferee is not executing this Agreement in its individual capacity, to authorize the execution, delivery and performance by such Transferee of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Transferee’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Transferee is a party;

(e)such Transferee is acquiring the Interests for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act; such Transferee acknowledges that the Interests have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption therefrom under the Securities Act; and such Transferee has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks of its investment in the Interests and is capable of bearing the economic risks of the transactions contemplated by this Agreement; and

(f)such Transferee does not have any liability or obligation to pay an fees or commissions to any broker, finder, or agent with respect to the execution, delivery or performance of this Agreement by such Transferee.

3.The Transferee agrees that the Interests acquired or to be acquired by the Transferee are bound by and subject to all of the terms and conditions of the Agreement, and hereby joins in, and agrees to be bound, by, and shall have the benefit of, all of the terms and conditions of the Agreement to the same extent as if the Transferee were an original party to the Agreement or an initial Partner, as the case may be; provided, however, that the Transferee’s joinder in the Agreement shall not constitute admission of the Transferee or the Transferee’s spouse as a Partner unless and until the General Partner executes this Agreement confirming the due admission of the Transferee. This Addendum Agreement shall be attached to and become a part of the Agreement.

4.For good and valuable consideration, the sufficiency of which is hereby acknowledged by the Transferor and the Transferee, the Transferor hereby transfers and assigns

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absolutely to the Transferee [all of its Interests in the Partnership][such portion of its Interests in the Partnership as are specified below], including, for the avoidance of doubt, all rights, title and interest in and to such Interests, with effect from the date hereof.

5.             The Transferee hereby agrees to accept the Interests of the Transferor and hereby agrees and consents to become a Partner.

6.             It is hereby confirmed by the Transferor that the Transferor has complied in all respects with the provisions of the Partnership Agreement with respect to the transfer of the Interests. The number of Interests in the Partnership currently held by the Transferor, and to be transferred and assigned pursuant to this Transfer Form, are as follows:

Name of Class or Series of Interests	Number of Interests
[                           ]	[                           ]

7.             Any notice required as permitted by the Agreement shall be given to Transferee at the address listed beneath the Transferee’s signature below.

8.             The Transferee [shall] [shall not] be a member of the Blackstone Group for purposes of the Agreement.

9.             The spouse of the Transferee, if applicable, joins in the execution of this Addendum Agreement to acknowledge its fairness and that it is in such spouse’s best interests, and to bind such spouse’s community interest, if any, in the Interests to the terms of the Agreement.

10.           This Addendum Agreement shall be governed by and construed in accordance with Cayman Islands law.

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Transferee	Transferee’s Spouse
Address:
Transferor:	AGREED TO on behalf of the Partnership:
	[GENERAL PARTNER]

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EXHIBIT D

REGISTRATION RIGHTS AGREEMENT

[Distributed Separately]

EX-10.29

Exhibit 10.29

Execution Version

TDS INVESTOR (CAYMAN) L.P.

Third Amended and Restated 2006 Interest Plan

SECTION 1.   Purpose.  The purposes of this TDS Investor L.P. Third Amended and Restated 2006 Interest Plan (this “Plan”) are to promote the interests of TDS Investor L.P. (the “Company”) and its partners by (i) attracting and retaining exceptional officers and other employees, non-employee directors and consultants of the Company and its Subsidiaries and (ii) enabling such individuals to acquire an equity interest in and participate in the long-term growth and financial success of the Company.

SECTION 2.   Definitions.  Capitalized terms used in this Plan but not expressly defined in this Plan shall have the respective meanings ascribed such terms in the Partnership Agreement (as defined below).  As used in this Plan, the following terms shall have the meanings set forth below:

“Award” shall mean the grant of the right to purchase and/or acquire Restricted Equity Units or Class A-2 Interests.

“Award Agreement” shall mean any written agreement, contract, or other instrument or document (which may include provisions of an employment agreement to which the Company is a party) evidencing any Award granted hereunder.

“Company” has the meaning specified in the Section 1 hereof.

“Effective Date” shall mean October 13, 2006, which is the date on which this Plan was initially adopted by the Board.

“Participant” shall mean any officer or other employee, non-employee director or consultant of the Company or its Subsidiaries eligible for an Award under Section 4 and selected by the Board to receive an Award under this Plan.

“Partnership Agreement” shall mean the Amended and Restated Agreement of Exempted Limited Partnership, dated as of October 13, 2006, as amended, modified or supplemented from time to time.

“Plan” has the meaning specified in the Section 1 hereof.

“Subsidiary” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Board; provided, however, that for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, the definition of “Subsidiary” shall be construed in a manner consistent with such Section 409A so as to avoid the imposition of any additional tax under such section.

“Stock Incentive Plan” means the 2006 TDS Investor 3 Ltd. Stock Incentive Plan to be adopted by TDS Investor 3 Ltd.

SECTION 3.   Interests Subject to this Plan.  The total number of Interests that may be issued pursuant to Awards under this Plan is 119,894,385, allocated among the classes of Interests as follows:

(a)           39,582,103 purchased or granted Class A-2 Interests (other than pursuant to Restricted Equity Units, but including all Class A-2 Interests issued in exchange for the redemption of previously granted Awards of Class B Interests, Class B-1 Interests, Class C Interests, Class C-1 Interests and Class D Interests of the Partnership); and

(b)           80,402,282 Class A-2 Interests pursuant to Restricted Equity Units.

Interests which are subject to Awards which terminate or lapse without any payment in respect thereof may be granted again under this Plan.  Notwithstanding anything to the contrary in this Section 3, the number of Interests that may be issued under this Plan shall be reduced on a one-for-one basis in respect of each share subject to a stock-based award made under the Stock Incentive Plan.

SECTION 4.   Administration.

(a)           This Plan shall be administered by the Board.  Subject to the terms of this Plan and applicable law, and in addition to other express powers and authorizations conferred on the Board by this Plan, the Board shall have full power and authority to: (i) designate Participants; (ii) determine the number and/or class of Interests to be covered by an Award; (iii) determine the terms and conditions of any Award; (iv) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, forfeited, or suspended; (v) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in this Plan and any instrument or agreement relating to an Award made under this Plan; (vi) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this Plan; and (vii) make any other determination and take any other action that the Board deems necessary or desirable for the administration of this Plan.

(b)           All designations, determinations, interpretations, and other decisions under or with respect to this Plan or any Award shall be within the sole discretion of the Board, may be made at any time and shall be final, conclusive, and binding upon all persons, including the Company, any Subsidiary, any Participant, any holder or beneficiary of any Award, and any member of the Company.

SECTION 5.   Eligibility.  Any officer or other employee, non-employee director or consultant to the Company or any of its Subsidiaries (including any prospective officer, employee, non-employee director or consultant) shall be eligible to be designated a Participant.

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SECTION 6.   Awards.

(a)           Grant.  Subject to the provisions of this Plan, the Board shall have sole and complete authority to determine the Participants to whom Awards shall be granted, the purchase price, if any, of an Award, the number and class or classes of Interests to be covered by each Award and the conditions and restrictions applicable to the Award.

(b)           Subject to Partnership Agreement/Securityholders Agreement.  As a condition to the grant of an Award, the Participant will be required to become a party to an award agreement (the “Award Agreement”) and, upon receipt of Interests, the Partnership Agreement.  All Awards granted hereunder and acquired Interests will be held subject to the terms and conditions of the Partnership Agreement and the Award Agreement.

(c)           Adjustments.  Notwithstanding any other provisions in the Partnership Agreement to the contrary, in the event of any change in the outstanding Interests after the Effective Date by reason of any equity dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Interests or other corporate exchange, or any distribution to Partners of equity or cash (other than regular cash distributions) or any transaction similar to the foregoing (regardless of whether outstanding Interests are changed), the Board in its sole discretion and without liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Interests or other securities issued or reserved for issuance in respect of Restricted Equity Units, (ii) the vesting terms under any Award Agreement, (iii) the distribution priorities contained in the Partnership Agreement and/or (iv) any other affected terms of any Award.

SECTION 7.   Amendment and Termination.

(a)           Amendments to this Plan.  The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided that any such amendment, alteration, suspension, discontinuance, or termination that would be reasonably expected to have a material adverse effect on the rights of any Participant or other holder of an Award theretofore granted shall not to that extent be effective without the consent of the affected Participant.

(b)           Amendments to Awards.  The Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination not expressly contemplated by this Plan that would be reasonably expected to have a material adverse effect on the rights of any outstanding Award shall not effective without the consent of the affected Participant.

SECTION 8.   General Provisions.

(a)           No Rights to Awards.  No person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or beneficiaries of Awards.  The terms and conditions of Awards and the Board’s determinations and interpretations

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with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

(b)           Certificates.  All certificates, if any, evidencing Interests or other securities of the Company or any Subsidiary delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under this Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such securities are then listed, and any applicable Federal or state laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(c)           Withholding.  A Participant may be required to pay to the Company or any Subsidiary and the Company or any Subsidiary shall have the right and is hereby authorized to withhold from any payment due or transfer made under any Award or under this Plan or from any compensation or other amount owing to a Participant the amount (in cash, securities, or other property) of any applicable withholding taxes in respect of an Award or any payment or transfer under an Award or under this Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(d)           No Right to Employment.  The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship with, the Company or any Subsidiary.  Further, the Company or a Subsidiary may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided in this Plan or in any Award Agreement.

(e)           Governing Law.  The validity, construction, and effect of this Plan shall be determined in accordance with the laws of the State of New York applicable to contracts made and to be performed therein.

(f)            Severability.  If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of this Plan and any such Award shall remain in full force and effect.

SECTION 9.   Term of this Plan.

(a)           Effective Date.  This Plan shall be effective as of the Effective Date.

(b)           Expiration Date.  No Award shall be granted under this Plan after the tenth anniversary of the Effective Date.  Unless otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board

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to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after such date.

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EX-10.30

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Exhibit 10.30

July 21, 2006

Mr. Patrick J. Bourke III
43609 Carradoc Farm Terrace
Leesburg, Virginia 20176

Dear Pat:

        I am pleased to confirm our verbal offer, and your acceptance of employment with Travelport as Executive Vice President, Operations and Chief Reengineering Officer, reporting to Jeff Clarke, President and CEO Travelport. Your start date will be July 24, 2006. Your annual salary will be $500,000 with a bi-weekly pay rate of $19,230.77. The position you have accepted is categorized as a Band 101, Senior Executive Leadership (SEL). The benefits you will receive are commensurate with other executives at this level, including financial planning and insurance services as well as participation in the Travelport Executive Car Program. You will be receiving more detailed information of these benefits from us shortly after your start date. Within two weeks of your start date you should expect to be contacted directly by representatives from Ayco (financial planning) and PHH (car program). This offer is contingent upon satisfactory employment and education verification of your U.S. employment eligibility. In the event that the sale of Travelport Inc. to the Blackstone Group ("the Sale"), which is expected to close in August, 2006, does not take place by December 1, 2006, then your employment may be terminated.

        You are also eligible to participate in Travelport's Global Bonus Plan ("the Plan"), provided that you meet our performance measures or such other criteria as the Company determines in its sole discretion. The Plan currently provides for a target payment of 100% of your eligible earnings based on achievement of objectives to be determined. The bonus distribution is typically in the first quarter of the next year and your eligibility for a bonus is determined under the terms of the Plan. As discussed, you are also eligible for a one-time bonus payment of $200,000.00 upon completion of a set of mutually-agreed upon short-term objectives. This bonus will be paid within 30 days of successful completion of these mutually-agreed upon objectives.

        As a senior executive in our new Company, your position is also eligible for participation in the Company's long-term incentive plan, the terms of which have not yet been finalized or approved. While the form, vesting schedule and other details of your award is at the discretion of the Company, the long term incentive award is targeted to have a value of .33% of eligible common stock (such common stock having the value of $900,000,000), and subject to approval of the Company's Compensation Committee. In the event that the Sale is not completed by December 1, then this long-term incentive plan award is null and void and no award shall be made or compensation paid to you. We expect to have the details of long-term incentive plan completed with 60 days of the Sale.

        In the event that, following the Sale, your employment is terminated by the Company without cause (as determined by the Company), and you execute, do not revoke, and comply with the terms of a separation and general release agreement (waiving all legal claims against Travelport), and a restrictive covenant agreement under which you will agree not to compete against Travelport and not to solicit Travelport employees and customers, in each case for a period equivalent to the number of weeks of severance you are receiving following your termination of employment (these releases and

agreements, which are referred to collectively as the "Separation Agreement", will be in such standard form determined by Travelport), you will be eligible to receive the following benefits (in lieu of severance or separation benefits under any and all other severance plans, policies and agreements which may entitle you to severance or separation benefits):

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a lump sum severance payment equal to two years of your annual base salary and annual target bonus at the time of your separation from employment.



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One year of accelerated vesting of any outstanding equity grant(s), subject to the approval of the Travelport Compensation Committee (or its equivalent).

        In other words, if you are terminated by the Company for any reason prior to the Sale or because the Sale does not take place by September 1, 2006, then you will not be eligible for the foregoing benefits. In the event that you are offered additional post-employment benefits, which will be at the sole discretion of the Company, you will be required to sign a Separation Agreement that may include, among other things, provisions on non-competition, non-solicitation of customers and employees and confidentiality.

        In addition, as a condition of employment, you will be required to sign a Non-Disclosure and
Non-Solicitation Agreement in such form provided by the Company, which shall include provisions limiting your solicitation on customers and employees for twelve (12) months after the termination of your employment, regardless of whether you or the Company terminates employment and for what reason. I will send you this Non-Disclosure and Non-Solicitation Agreement in the next few days.

        Please note that the benefits provided to you herein are subject to you signing and returning a copy of this letter to my attention by no later than July 24, 2006. All amounts discussed herein are subject to applicable withholding taxes and other lawful deductions.

        Finally, by signing and returning this letter, you agree that you shall at all times keep strictly confidential (except for disclosure to your spouse, accountant, and attorney; provided they agree to remain bound by this promise of confidentiality) the terms and conditions of this letter (except that you may disclose the terms and conditions of this letter when required by law or subpoena; provided you give Travelport reasonable advance notice of such disclosure so that Travelport may have the opportunity to oppose such disclosure). You agree that this promise of confidentiality is a material provision of this letter and that your failure to keep this letter strictly confidential shall mean that you are ineligible to receive any payment or other consideration pursuant to this letter and, in the event you have received any payment or consideration pursuant to this letter, you shall be liable for the return of all payments or considerations hereunder, to Travelport for any breach of this promise of confidentiality.

        Prior to beginning employment with Travelport, you will need to establish your U.S. employment eligibility as well as your identity. Examples of proper identification include a passport, or a valid driver's license and social security card; alternate acceptable documents are stated on the enclosed list. You will need to bring this identification with you on your first day of employment.

        Please indicate your acceptance of this offer by signing the enclosed copy and returning it, along with originals of the enclosed W-4, I-9 and Personal Data Form, to me no later than on your first date of employment. Per Travelport's standard policy, this letter is not intended nor should it be considered as an employment contract for a definite or indefinite period of time. Employment with Travelport is at will, and either you or the Company may terminate employment at any time, with or without cause. In addition, by signing this letter, you acknowledge that this letter, along with any pre-hire documentation you executed, sets forth the entire agreement between you and the company, regarding your employment with the company, and fully supersedes any prior agreements or understandings, whether written or oral.

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        You represent and affirm that you do not have any non-competition, non-solicitation, restrictive covenant or other similar agreement or contract that will or may restrict or limit in any way your ability to perform the duties of the position you have been offered with the Company, and that the Company's offer of employment is contingent upon this representation by you.

        We are excited that you are joining our organization and look forward to having you as part of the Travelport team. If there is anything further I can do to assist you, please do not hesitate to contact me at 973.496.7007.

Regards,

/s/  JOANNE KRUSE JoAnne Kruse EVP Human Resources Travelport Inc.
Understood and accepted:
/s/  PAT BOURKE Pat Bourke	7/24/2006 Date

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Exhibit 10.30

EX-10.31

Exhibit 10.31

Amendment 6 to

Worldspan Asset Management Offering Agreement

This amendment is the sixth amendment (“Amendment 6”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Worldspan, L.P. (“Worldspan”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, and Amendment 5 effective as of February 1, 2007 (collectively, the “AMO Agreement”).

Each term defined in the AMO Agreement shall have the same meaning in this Amendment 6 unless otherwise provided herein or inconsistent with the content hereof.

The purposes of this Amendment 6 are (i) to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 6, and (ii) to enhance the infrastructure available in the Travelport Enterprise data center in Atlanta, Georgia in connection with the migration to that data center of the processing currently being performed by IBM pursuant to the Information Technology Services Agreement, effective as of January 1, 2007, between Travelport Operations, Inc. and IBM (the “ITSA”) from the Travelport Enterprise data center in Denver, Colorado.

In connection with this Amendment 6, Worldspan intends for its affiliates, Travelport Inc. (“TP”) and Galileo International LLC (“Galileo International”), entities organized under the laws of the state of Delaware, to be parties to the AMO Agreement.  Each of these entities shall directly or indirectly derive benefit from the AMO Agreement and each of them hereby agrees to be jointly and severally liable for all Worldspan obligations under the AMO Agreement.  Galileo International is the operating entity under which the GDS business of the Travelport Enterprise (as defined in Section 26 of the AMO Agreement) is conducted.  Therefore, as provided in the Joinder Agreement entered into contemporaneously herewith, for clarity in the AMO Agreement and unless specifically noted otherwiseor inconsistent with the context in which it appears, each reference in the AMO Agreement to Worldspan shall be deemed to refer to Galileo (as defined in the Joinder Agreement), which shall be the identified entity in the AMO Agreement.  Notwithstanding the foregoing, Worldspan and TP remain fully liable and obligated under the AMO Agreement.  IBM, IBM Credit, Worldspan, TP and/or Galileo International may be referred to from time to time herein as the “Party” or “Parties”.

IBM will provide Machines, Programs and Services to Galileo pursuant to the terms of the AMO Agreement and the IBM Customer Agreement (Agreement Number JJT-0003) signed on July 17, 1991 and July 19, 1991, respectively, by Worldspan and IBM, including its Attachments and Transaction Documents (“ICA”).

IBM Credit will lease Machines to Galileo and provide any applicable financing pursuant to the terms of the AMO Agreement and the Worldspan, L.P. Data Center Term Lease Agreement (Agreement Number JJT-0001) signed on March 11, 1993 and March 12, 1993, respectively, by IBM Credit and Worldspan, including its applicable Supplements and Addenda (“TLA”).

Provided that Worldspan, TP, Galileo International, IBM and IBM Credit have signed and delivered this Amendment 6 on or before December 31, 2007, this Amendment 6 becomes effective as of October 1, 2007 (the “Effective Date of Amendment 6”) and, among other things, extends the Expiration Date of the AMO Agreement from June 30, 2011 to June 30, 2013.

This Amendment 6 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement.  Any copy of this Amendment 6 made by reliable means is considered an original.

The Monthly Payment payable pursuant to this Amendment 6 is intended to include, and IBM shall provide for such Monthly Payment, the Equipment, Programs, and Services specified in the AMO Agreement, including this Amendment 6, but the Monthly Payment does not include any amounts payable for associated equipment, programs,

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

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and services that are addressed in other commercial agreements that IBM may have with Galileo, except to the extent otherwise specified in the AMO Agreement.

The Parties agree that this Amendment 6, which includes the associated documents attached hereto, is the complete agreement among the Parties with respect to the subject matter hereof and replaces any prior oral and/or written communications between the Parties concerning this subject matter.  By signing below, the Parties agree to the terms of this Amendment 6.

Except for the changes specified in this Amendment 6, all other terms and conditions of the AMO Agreement remain unchanged.  In the event of a conflict between this Amendment 6 and the AMO Agreement, this Amendment 6 will prevail.

The Parties agree that, as of the Effective Date of Amendment 6, the AMO Agreement shall be amended as follows:

1.Monthly Payments Exhibit.  Exhibit A (Monthly Payments) to the AMO Agreement is replaced in its entirety with the Exhibit A attached as Attachment 1 to this Amendment 6.

2.Capacity Plan Exhibit.  Exhibit B (Capacity Plan) to the AMO Agreement is replaced in its entirety with the Exhibit B attached as Attachment 2 to this Amendment 6.

3.Current Machines Exhibit.  Exhibit C (Current Machines) to the AMO Agreement is replaced in its entirety with the Exhibit C attached as Attachment 3 to this Amendment 6.

4.Settlement/Termination Percentages Exhibit.  Exhibit F (Settlement/Termination Percentages) to the AMO Agreement is replaced in its entirety with the Exhibit F attached as Attachment 4 to this Amendment 6.

5.Order Letter Exhibit.  Exhibit G (Worldspan Order Letter) to the AMO Agreement is replaced in its entirety with the Exhibit G (Galileo Order Letter) attached as Attachment 5 to this Amendment 6.

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

7.Special Offering Attachment for VM Charges Exhibit.  Exhibit N (Special Offering Attachment for VM Charges) to the AMO Agreement is replaced in its entirety with the Exhibit N attached as Attachment 7 to this Amendment 6.

8.Amendments.  For clarity, the fourth sentence of the fourth paragraph on the first page of the AMO Agreement is amended in its entirety to read as follows:.

“This AMO Agreement cannot be changed or modified except in writing and signed by all of the Parties.”

9.Expiration Date.  The fifth paragraph on the first page of the AMO Agreement is amended by replacing the date “June 30, 2011” with the date “June 30, 2013”.

10.Monthly Payments.  Section 2 of the AMO Agreement, entitled “Monthly Payments”, is amended as follows:

(a)The first paragraph of Section 2 is amended by adding thereto the following:

“The Monthly Payments payable pursuant to this AMO Agreement do not necessarily correlate to the market price that Galileo may estimate it would pay for Products outside of this AMO Agreement (the “BAU Price” or “Business as Usual Price”).  For the avoidance of doubt, the BAU Price is not the price charged for Products under this AMO Agreement, and the Monthly Payments under the AMO

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Agreement do not necessarily correlate to any charges (whether recurring or one-time charges) estimated by Galileo, including for Products leased or financed in the AMO Agreement.”

(b)The first sentence of the second paragraph of Section 2 is replaced with the following:

“Each monthly invoice will be prepared and submitted by IBM in the month prior to the month for which the Monthly Payment included therein is due.  Unless and until Galileo directs IBM otherwise, each invoice will be addressed and submitted to Worldspan, at its address at 300 Galleria Parkway, Atlanta, Georgia 30339.  Each monthly invoice will be due on the fifteenth day of the month for which the Monthly Payment included therein is due, but no earlier than 30 days following Worldspan’s receipt of the invoice, and will be payable directly to IBM.

(c)The last sentence of the second paragraph of Section 2 is amended in its entirety to read as follows:

“IBM acknowledges receipt of the Monthly Payments due for the portion of the Initial Term prior to October 1, 2007 (the “Effective Date of Amendment 6”), and a schedule of the Monthly Payments due for the portion of the Initial Term after the Effective Date of Amendment 6 is attached as Exhibit A.”

(d)The fourth paragraph of Section 2 is amended in its entirety to read as follows:

“The Monthly Payments are due and payable, without any right of set-off or, subject to IBM complying with the last sentence of this paragraph, any defense of any kind, for the full term of this AMO Agreement and are not cancelable except as may be otherwise provided herein.  However, any disputed amount is not required to be paid until the dispute is resolved, with each Party having the right to invoke the Dispute Resolution process set forth in Section 41 of this AMO Agreement if and when that Party deems appropriate.  The Monthly Payments are subject to change only in accordance with the terms specified herein.  This AMO Agreement cannot be terminated except as provided herein or by agreement of the Parties.  Furthermore, nothing in this Section 2 shall be construed to relieve IBM of its obligations under the ICA or any other agreement it may have with the Travelport Enterprise.”

(e)The last sentence of the last paragraph of Section 2 is replaced with the following:

“If IBM or IBM Credit makes any permitted change to the terms and conditions relating to any Products or Services to be provided to Galileo under this AMO Agreement and such change is deemed unfavorable by Galileo, then, with thirty (30) days written notice prior to the applicable scheduled install date,  Galileo may elect to remove any of the Products or Services affected by such change from this AMO Agreement, provided that with respect to any uninstalled Machines, Galileo must give IBM written notice of the removal no later than thirty (30) days prior to the scheduled install date or ten (10) days after receiving notice of the permitted change, whichever is later.  In the event of any such removal, the then current Monthly Payments will be reduced by the amount constituting the portion of the Monthly Payments attributable to the removed Products or Services, as confirmed by an Order Letter.  Nothing in this Section 2 shall be construed to relieve Galileo of any obligation for any Lease or financing obligation subject to the TLA; provided, however, that Galileo shall not be required to comply with any such obligation until IBM has given Galileo written notice of the nature and terms of the obligation, which report is certified as accurate in all material respects by an authorized representative of IBM.”

11.TPF Complex Variable Capacity.  Section 6 of the AMO Agreement, entitled “GDS Complex Variable Capacity (“GDSCVC”)”, which was added by Amendment 3, is amended in its entirety to read as follows:

“6.TPF Complex Variable Capacity (“TPFCVC”)

This Section 6 describes an arrangement (the “TPFCVC Arrangement”) that is intended to provide the Travelport Enterprise with flexibility to manage the fixed and variable MIPS capacity of its workload associated with IBM’s Transaction Processing Facility (“TPF”) software (the “TPF Workload”).  The charges Galileo shall pay IBM for the TPFCVC Arrangement described in this Section 6 will be

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composed of [**].  [**].  The subsections below describe the TPFCVC Arrangement.

Definitions:

For purposes of this Section 6 and related provisions of this AMO Agreement:

“TPF Complex” means the [**] Machines identified in Exhibit B as the TPF Complex.

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

“MIPS” means million instructions per second, which is a unit of measurement for the processing capacity of a Central Processor (“CP”), which is frequently referred to as an “engine”, or a Machine.  It is an approximation of relative internal processor performance.  The MIPS numbers in this Section 6 are specific to, and are to be used solely for measuring elements of, this Section 6 only.  They are not intended for capacity planning purposes nor does IBM make any representation that they will be an accurate reflection of the results that Galileo might expect to achieve in its unique operational environment.

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

“Baseline Capacity” means [**] MIPS of TPF Complex capacity.

“Variable Capacity” means the temporary, incremental TPF System capacity, as measured in MIPS, utilized in excess of the Baseline Capacity.

[**]

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

Use of the TPF Complex:

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

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

·The use of the TPF Complex for TPF Systems is [**].  [**].

General:

IBM shall provide Variable Capacity, and Galileo agrees to pay [**] for the Variable Capacity, under this AMO Agreement.  This Variable Capacity is available only for the TPF Workload.  These Machines are currently activated as shown in the following table:

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Table:  Initial TPFCVC Setup

Z9 # 1

Z9 #2

Z9 #3

Z9 #4

Z9 #5

Z9 #6

TOTAL

Galileo Designation

[**

]

[**

]

[**

]

[**

]

[**

]

[**

]

Initial Machine Capacity Setting at Installation

[**

]

[**

]

[**

]

[**

]

[**

]

[**

]

Total Enabled Machine Capacity at Initial Capacity Setting (in MIPS)

[**

]

[**

]

[**

]

[**

]

[**

]

[**

]

[**

]

Portion of Machine Capacity Available for z/VM Systems (in MIPS)

[**

]

[**

]

[**

]

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

TPFCVC Reporting:

Galileo agrees to measure and report to IBM the number of MIPS used by all TPF Systems.  This report (the “TPFCVC Report”) will be provided to IBM on a monthly basis, in the format of a Microsoft Excel spreadsheet.

The TPFCVC Report will include, at a minimum:

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

·For each TPF System, the average number of MIPS used in each [**] minute period beginning at midnight, Eastern time, of each day ([**] measurements per TPF System for each day).

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

·A description of any circumstances that Galileo believes caused an abnormality in the data that should result in an adjustment to the Peak Capacity Usage for any day, as described below.

The TPFCVC Report for each month will be available to IBM no later than the 10^th day of the following month.  Galileo will deliver the monthly report electronically to, at a minimum, the IBM AMO Project Executive, the IBM Client Executive, and the IBM AMO Account Support Representative.  IBM will provide Galileo with appropriate contact information for each of these individuals, and will update that information as applicable.  If Galileo has not provided this report by the 20th day of the following month, it will be assumed that the Peak Capacity Usage on each day of the applicable month was equal to the total capacity of the TPF Complex less the capacity available for z/VM Systems, as shown in the Initial TPFCVC Setup Table set forth above, and Galileo will be invoiced accordingly.  However, if the TPFCVC Report later shows that the invoiced amount was not correct, then appropriate adjustments will be made, provided such discovery is made within one month from the date of the invoice.

In the event that an abnormality is apparent in the data reflected in the TPFCVC Report for any month, whether caused by an operational or data collection error or other unusual circumstance, the Parties will work in good faith to resolve such error or unusual circumstance.  Galileo will clearly identify any such area of concern in the data and will provide additional information as reasonably requested by IBM to clarify the reason for the abnormality.  The intention of the Parties is to fairly adjust the [**] under this provision for unusual capacity abnormalities caused by unpredictable system situations, such as a “looping program” or Machines outage.  This provision is not intended in

5

any way to mitigate any real peaks in the workload of these Machines.  The Adjusted Peak Capacity Usage for each day will be the reported Peak Capacity Usage for that day as adjusted, if necessary, to account for any abnormality.

For avoidance of doubt, the Parties acknowledge that the Galileo International TPF Systems to be migrated into the TPF Complex do not currently have the capability of reporting [**] and, therefore, the TPFCVC Report will not include the [**].  Galileo agrees that this will be accomplished [**].

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

[**] Charge Calculation:

For each day that the Adjusted Peak Capacity Usage exceeds the Baseline Capacity, the number of MIPS by which the Adjusted Peak Capacity Usage exceeds the Baseline Capacity will be multiplied by $[**] to determine the [**] Charge for that day.  The sum of the [**] Charges for all the days in a month shall constitute the [**] Charge for that month.

The [**] Charge for each month, if any, will be invoiced to Galileo as an [**] charge under this AMO Agreement and will be [**] without the requirement for a confirming Order Letter.  IBM will provide Galileo notification, via electronic mail, of any [**] Charges before adding them to the invoice.

TPFCVC Adjustments:

If Galileo requires additional configured microcode CP capacity above the [**] enabled MIPS shown in the Initial TPFCVC Setup Table, then IBM will make such capacity available in configured CP increments specified by Galileo for either TPF System or z/VM System use.  Maintenance Services and Programs will be charged for all such additional configured capacity.  TPF System Capacity may be priced, at Galileo’s option, as either [**] Capacity or as a combination of [**] Capacity and [**] Capacity at a ratio of at least [**] MIPS to [**] MIPS.  Baseline Capacity will be priced pursuant to the [**] for System z Processors included in Exhibit M.  Variable Capacity will be subject to [**] Charges.  z/VM Capacity will be priced pursuant to the [**].  Any other TPF Complex Machines or microcode enabled changes or additions will also be priced pursuant to the [**].  Any associated Maintenance Services charges will be determined separately in accordance with any applicable agreements that may then be in effect between IBM and the Travelport Enterprise.  Charges for Programs will be determined in accordance with any applicable agreement in effect between us, including any applicable Additional Agreement.  All TPFCVC Adjustments shall be confirmed by the Parties in an Order Letter.  Notwithstanding the foregoing, IBM is not obligated to provide any equipment or any upgrade of installed equipment beyond the date that the equipment or upgrade is no longer available to IBM customers, as specified in any future withdrawal from marketing announcement.”

12.IBM Credit Financing.  Section 15 of the AMO Agreement, entitled “IBM Credit Financing”, is amended by deleting the first sentence of the third paragraph in its entirety and replacing it as follows:

“IBM or IBM Credit’s obligation to accept any Base Capacity transaction specified in Exhibit B for which an Order Letter has not been executed (an “Unconfirmed Base Capacity Transaction”) is contingent upon: 1) IBM Credit’s prior review and approval, which will not be unreasonably withheld or delayed, and 2) Galileo

6

not being in Default of this AMO Agreement, provided IBM or IBM Credit has provided written notice of such Default.”

13.Material Adverse Change Provision.  Section 17 of the AMO Agreement, entitled “Material Adverse Change Provision”, is deleted in its entirety.

14.Representations and Warranties.  Subsection (c) of Section 18 of the AMO Agreement, entitled “Representations and Warranties”, is hereby amended in its entirety to read as follows:

“(c)since the date of the last Financial Statements provided to IBM Credit by Galileo, there has been no change in Galileo’s consolidated financial position or operations, considered as a whole, which would constitute a material adverse change in the financial condition (including consideration of the business, operations, results of operations, and assets) of the Travelport Enterprise, taken as a whole (a “Material Adverse Change”); provided, however, that no distribution to Galileo’s owners will be considered, or taken into account when determining whether there has been, a Material Adverse Change; and”

15.Covenants.  Section 19 of the AMO Agreement, entitled “Covenants”, is amended by adding thereto the following subsections:

“(c)Travelport LLC will maintain at all times a published credit rating from Moody’s Investors Services for senior unsecured debt greater than or equal to [**].

(d)[**].”

16.Termination Option.  The first paragraph of Section 21, entitled “Termination Option”, as previously amended by Amendment 3, is amended by replacing the date “July 1, 2007” with the date “January 1, 2009”.

17.Assignment.  The first paragraph of Section 26, entitled “Assignment”, is amended in its entirety to read as follows:

“Neither IBM nor Galileo may assign its rights or obligations under this AMO Agreement, in whole or in part, by operation of law or otherwise, and any attempt to make such assignment shall be void, except (i) IBM may assign this AMO Agreement to any affiliate as long as IBM shall remain responsible to Galileo for the full performance of the terms of this AMO Agreement, (ii) IBM may assign its right to receive payment, and (iii) subject to Section 19(d), Galileo may assign this AMO Agreement to another member of the Travelport Enterprise or to an entity that acquires all or substantially all of the Travelport Enterprise’s stock or other ownership interests or assets, in either case with prior written notice to IBM Credit provided, however, any such assignment shall not relieve Galileo of its obligations under this AMO Agreement unless IBM Credit consents thereto, and provided further, that Galileo and the acquiring entity execute an assignment and assumption agreement reasonably satisfactory to IBM Credit.  For purposes of this AMO Agreement, the Travelport Enterprise includes any entity that controls, is controlled by, or is under common control with, Galileo International, where control of an entity means having the power to direct or cause the direction of the management or policies of the entity.  It is not considered an assignment for IBM to divest a portion of its business in a manner that similarly affects all of its customers.  In all situations involving an assignment by Galileo, the assignee must be the end user of the Machines and not engaged in the business of resale, lease, modification or alteration of computing equipment.  Galileo agrees that any transaction initiated under this AMO Agreement shall be binding upon Galileo’s successor and permitted assigns.”

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18.TPF Utilization Credits.  Section 33 of the AMO Agreement, entitled “GDS Utilization Credits”, which was added by Amendment 3, is amended in its entirety to read as follows:

“33.TPF Utilization Credits

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

As used in this AMO Agreement:

1.“TPF Utilization” means TPF System capacity utilization.

2.“TPF Utilization Credit Year” means the Contract Year commencing on July 1, 2006 or any anniversary thereof.

3.“Utilization Attainment” means the average capacity utilization of the TPF Complex over certain defined measurement periods, which may be a calendar month or a TPF Utilization Credit Year, (a “Measurement Period”).  Utilization Attainment will be determined by the TPFCVC Report, as described in Section 6, generated for the applicable Measurement Period.  Utilization Attainment will be measured in MIPS and computed as the average of each day’s Adjusted Peak Capacity Usage (as defined in Section 6).  The peak twenty-two (22) days for each month in the period being measured will be added together and averaged to derive the total for the applicable Measurement Period.  For a TPF Utilization Credit Year, the peak twenty-two (22) days for each of the twelve (12) months in the TPF Utilization Credit Year shall be added together and the sum divided by 264 to derive the Utilization Attainment for the TPF Utilization Credit Year.

IBM has no obligation to provide subsequent TPF Utilization Credits for TPF Utilization after June 30, 2013.

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

TPF Utilization Credits may be used toward future purchases of additional Products or Services by Galileo, directly from or through IBM, as confirmed in Transaction Documents (as defined in the ICA) executed by the Parties after June 30, 2006.  TPF Utilization Credits may not be applied against Monthly Payments existing as of the execution of Amendment 6 nor applied against future Lease or financing payments that the Parties agree to include in Monthly Payments.  Each such TPF Utilization Credit must be used within twenty-four (24) months of issuance, as confirmed by the Parties in an Order Letter.  Any such TPF Utilization Credit not used within twenty-four (24) months following issuance shall be forfeited.

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

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

TPF Utilization Credits are not financed by IBM Credit.

8

33.1Fixed Capacity Credits

Galileo will install the TPF Complex described in the Capacity Plan set forth in Exhibit B.  For each TPF Utilization Credit Year, IBM shall provide Galileo with a credit on account (“Fixed Capacity Credit”) as described below, but only if (and except for the TPF Utilization Credit Year commencing on July 1, 2006) the Travelport Enterprise has attained the Fixed Capacity Credit Objective for the immediately preceding TPF Utilization Credit Year.

The Fixed Capacity Credit Objective for each TPF Utilization Credit Year commencing prior to July 1, 2008 shall be Utilization Attainment of [**] MIPS.  The Fixed Capacity Credit Objective for each TPF Utilization Credit Year commencing on July 1, 2008 and each subsequent July 1 shall be Utilization Attainment of [**] MIPS.

The Parties agree that Fixed Utilization Credits for the TPF Utilization Credit Years commencing on July 1, 2006 and July 1, 2007 have been properly provided by IBM and that any portions of those Utilization Credits that have not been used by December 1, 2007 shall be forfeited.  For the TPF Utilization Credit Year commencing on July 1, 2008 and for each subsequent TPF Utilization Credit Year, provided that the Travelport Enterprise has attained the applicable Fixed Capacity Credit Objective for the immediately preceding TPF Utilization Credit Year, IBM shall provide Galileo with an additional credit on account in the amount of $[**] as of the beginning of the applicable TPF Utilization Credit Year.  Fixed Capacity Credits shall not be prorated for partial achievement of the Fixed Capacity Credit Objective.  Further, unearned Fixed Capacity Credits, if any, do not accumulate and may not be earned in subsequent TPF Utilization Credit Years.

Fixed Capacity Credits will be issued, via electronic mail, if earned, within sixty (60) days of the beginning of the applicable TPF Utilization Credit Year.  Usage reporting delays may result in a delay in issuing the Fixed Capacity Credit.

Fixed Capacity Credits are not financed by IBM Credit.

33.2Variable Capacity Credit

IBM will provide Galileo a “Variable Capacity Credit” [**], as further described in this subsection 33.2.

For clarity, Variable Capacity Credits will be paid for each day that Galileo uses Variable Capacity MIPS and pays the associated $[**] per MIPS per day [**] described in Section 6.  Such Variable Capacity Credits shall be determined monthly and shall be based upon the total [**] paid within such month.

For all such Variable Capacity MIPS usage, Galileo shall receive a Variable Capacity Credit of $[**] per MIPS, which will not be issued until after the associated [**] have been fully paid to IBM by Galileo.

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

Variable Capacity Credits will be issued monthly, via electronic mail, within sixty (60) days after the end of the applicable month.  Usage reporting delays may result in a delay in issuing the Variable Capacity Credit.

Variable Capacity Credits are not financed by IBM Credit.

19.Additional Agreements.  Section 34 of the AMO Agreement, entitled “Additional Agreements”, which was added by Amendment 5, is amended in its entirety to read as follows:

9

“34.Additional Agreements

Each of the Additional Agreements listed below will be considered an Included Agreement for purposes of Section 3 of this AMO Agreement, and any monthly charges that would otherwise be payable pursuant to it for any period of time or transaction occurring during the period after October 1, 2007 through the Expiration Date, will be included in the Monthly Payment and are not separately payable.

1.Amendment 6 to IBM WebServer Software Special Option

2.Amendment 3 to Enterprise Software Option Agreement

3.IBM Work Order for z/TPF Compiler Support, Work Order # W5700AL to the IBM Master Project Resources Agreement for Consulting and Integration Services signed on October 21, 2002.

4.VMware Master End User License Agreement and the related ELA Order entered into by VMware, Inc. and TP Operations or some other member of the Travelport Enterprise at or about the same time as the Parties entered into Amendment 6 to this AMO Agreement.

5.IBM Statement of Work for ServiceElite, SOW number A37H9, for 24x7 on site Customer Engineer support for 2012, 2013

6.Termination Letter Agreement, effective as of December 31, 2007, between IBM and TP Operations, providing for the termination of the ITSA, as well as the related Document of Understanding between TP Operations and IBM.

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

20.Program and Services Allotments.  Section 35 of the AMO Agreement, entitled “Program-related Services Allotments”, which was added by Amendment 3, is deleted in its entirety and replaced with the following:

“35.Program and Services Allotments

The following allotments for Programs and Services are included in this AMO Agreement:

35.1Software Monthly License Charge Program Allotment for non-TPF Programs (the “MLC Allotment”)

For avoidance of doubt, Amendment 6 to the WSSO referenced in Section 34 (item 1) provides for the charges for IBM MLC Programs for the period from October 1, 2007 through June 30, 2011.

From July 1, 2011 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is not financed by IBM Credit, to be applied to monthly charges and reinstatement fees due IBM for IBM Programs (other than those that constitute “Eligible Programs” for purposes of the Enterprise Software Option Agreement referenced in Section 3) that are generally licensed by IBM for a monthly license charge (“MLC Programs”).  This allotment will be referred to as the “MLC Allotment.”

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

Period	Amount
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

The MLC Allotment may be applied by Galileo against any IBM invoice for IBM MLC Programs.  All MLC Programs acquired under this subsection 35.1 will be acquired at the then current fair values for such MLC Programs or in accordance with any other agreements that may currently be in

10

effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of MLC Programs and use of this MLC Allotment shall be confirmed by an Order Letter.

Commencing on July 1, 2011, IBM will perform a reconciliation annually to compare the MLC Allotment to the actual charges due IBM for the MLC Programs.  If, for either Contract Year identified in the table above, the amount of the actual charges due IBM for the MLC Programs is greater or less than the MLC Allotment amount shown in the table, then (i) if the amount of the actual charges due IBM is greater than the MLC Allotment amount, Galileo shall pay the difference to IBM, and (ii) if the MLC Allotment amount is greater than the amount of the actual charges due IBM, IBM shall give Galileo a credit equal to the difference for the prior year.  In the event of the expiration or termination of this AMO Agreement, [**] percent ([**]%) of any unused MLC Allotment on the date of expiration or termination will be retained by IBM and the remaining amount (for clarity, [**] ([**]%) of the remaining unused MLC Allotment) shall be refunded to Galileo.

If the Parties execute a separate agreement that includes MLC Programs, the Parties may amend this subsection 35.1 such that the separate agreement will amend or supersede the provisions of this subsection 35.1.

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

From June 30, 2006 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is not financed by IBM Credit, to be applied to monthly charges and reinstatement fees due IBM for Software Subscription and Support (“S&S”) acquired directly from or through IBM and associated with VM one-time-charge software.  This allotment will be referred to as the “VM S&S Allotment.”

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

Period	Amount
7/01/06 – 6/30/07	$          [**]
7/01/07 – 6/30/08	$          [**]
7/01/08 – 6/30/09	$          [**]
7/01/09 – 6/30/10	$          [**]
7/01/10 – 6/30/11	$          [**]
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

All S&S acquired under this subsection 35.2 will be acquired at the then current fair values for such S&S or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of S&S and use of this VM S&S Allotment shall be confirmed by an Order Letter and a Statement of Work or other transaction document, if applicable.

IBM will perform a reconciliation annually to compare the VM S&S Allotment to the actual charges due IBM for such S&S.  In the event that Galileo does not use the entire VM S&S Allotment for any applicable period by the end of that period, Galileo may elect, upon prior written notice to IBM, to defer any remaining balance of the VM S&S Allotment to a time following such period and prior to the Expiration Date or apply it towards acquiring other S&S under this AMO Agreement, as confirmed by an Order Letter.

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

35.3Distributed Software Subscription and Support Allotment (the “Distributed S&S Allotment”)

From June 30, 2006 through June 30, 2008, and from July 1, 2011 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is prepaid and financed by IBM Credit, to be applied to monthly charges and reinstatement fees due IBM for S&S acquired directly from or through IBM and associated with distributed, one-time-charge software.  The Monthly Payment also assumes that Galileo will finance the S&S acquired with this allotment.  This allotment will be referred to as the “Distributed S&S Allotment.”

All S&S acquired under this subsection 35.3 will be acquired at the then current fair values for such S&S or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of S&S and use of this Distributed S&S Allotment shall be confirmed by an Order Letter and a Statement of Work or other transaction document, if applicable.

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

Period	Amount
7/01/06 – 6/30/07	$          [**]
7/01/07 – 12/31/07	$          [**]
1/01/08 – 6/30/08	$          [**]
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

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

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

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

35.4SoftwareXcel Allotment

From June 30, 2006 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is not financed by IBM Credit, to be applied to monthly charges and

12

reinstatement fees due IBM for SoftwareXcel Services acquired directly from or through IBM.  This allotment will be referred to as the “SoftwareXcel Allotment.”

All SoftwareXcel Services acquired under this subsection 35.4 will be acquired at the then current fair values for such SoftwareXcel Services or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of SoftwareXcel services and use of this SoftwareXcel Allotment shall be confirmed by an Order Letter and a Statement of Work, if applicable.

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

Period	Amount
7/01/06 – 6/30/07	$          [**]
7/01/07 – 6/30/08	$          [**]
7/01/08 – 6/30/09	$          [**]
7/01/09 – 6/30/10	$          [**]
7/01/10 – 6/30/11	$          [**]
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

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

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

35.5z/OS OTC Services Allotment

From June 30, 2006 through December 31, 2007, and from July 1, 2011 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is not financed by IBM Credit, to be applied to monthly charges and reinstatement fees due IBM for subscription and support acquired directly from or through IBM associated with zSeries one time charge software (the “z/OS OTC Services”).  This allotment will be referred to as the “z/OS OTC Services Allotment.”

All z/OS OTCServices acquired under this subsection 35.5 will be acquired at the then current fair values for such z/OS OTC Services or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of z/OS OTC Services and use of this z/OS OTC Services Allotment shall be confirmed by an Order Letter and a Statement of Work, if applicable.

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The amount of the z/OS OTC Services Allotment for each of the periods shown below is set forth in the following table:

Period	Amount
7/01/06 – 6/30/07	$          [**]
7/01/07 – 12/31/07	$          [**]
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

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

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

35.6DataPower Maintenance Allotment

From July 1, 2011 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is not financed by IBM Credit, to be applied to monthly charges and reinstatement fees due IBM for maintenance services acquired directly from or through IBM for DataPower Appliances (the “DataPower Maintenance Services”).  This allotment will be referred to as the “DataPower Maintenance Allotment.”

All DataPower Maintenance Services acquired under this subsection 35.6 will be acquired at the then current fair values for such DataPower Maintenance Services or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of DataPower Maintenance Services and use of this DataPower Maintenance Allotment shall be confirmed by an Order Letter.

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

Period	Amount
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

IBM will perform a reconciliation annually to compare the DataPower Maintenance Allotment to the actual charges due IBM for such DataPower Maintenance Services.  In the event that Galileo does not use the entire DataPower Maintenance Allotment for any applicable period by the end of that period, Galileo may elect, upon prior written notice to IBM, to defer any remaining balance of the DataPower Maintenance Allotment to a time following such period and prior to the Expiration Date or apply it towards acquiring other IBM Services under this AMO Agreement, as confirmed by an Order Letter.

In the event of expiration or termination of this AMO Agreement, [**] percent ([**]%) of any unused DataPower Maintenance Allotment on the date of expiration or termination will be retained by IBM

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and the remaining amount (for clarity, [**] percent ([**]%) of the remaining unused DataPower Maintenance Allotment) shall be refunded to Galileo.

35.7GCC Services Allotment

From October 1, 2007 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is not financed by IBM Credit, to be applied to charges associated with GNU Compiler Collection services acquired directly from or through IBM (the “GCC Services”).  This allotment will be referred to as the “GCC Services Allotment.”

All GCC Services acquired under this subsection 35.7 will be acquired at the then current fair values for such GCC Services or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of GCC Services and use of this GCC Services Allotment shall be confirmed by an Order Letter and a Statement of Work, if applicable.

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

Period	Amount
10/01/07 – 6/30/08	$          [**]
7/01/08 – 6/30/09	$          [**]
7/01/09 – 6/30/10	$          [**]
7/01/10 – 6/30/11	$          [**]
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

IBM will perform a reconciliation annually to compare the GCC Services Allotment to the actual charges due IBM for GCC Services.  In the event that Galileo does not use the entire GCC Services Allotment for any applicable period by the end of that period, Galileo may elect, upon prior written notice to IBM, to defer any remaining balance of the GCC Services Allotment to a time following such period and prior to the Expiration Date or apply it towards acquiring other IBM Services under this AMO Agreement, as confirmed by an Order Letter.

If the Parties execute a separate agreement that includes GCC Services, the Parties may amend this subsection 35.7 such that the separate agreement will amend or supersede the provisions of this subsection 35.7.

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

35.8Migration Services Allotment

From December 1, 2007 through [**], the Monthly Payment includes an allotment, which is not financed by IBM Credit, to be applied to charges associated with services acquired directly from or through IBM in connection with the migration from the Travelport Enterprise data center in Denver, Colorado to the Travelport Enterprise data center in Atlanta, Georgia of the processing currently being performed by IBM pursuant to the ITSA (the “Migration Services”).  This allotment will be referred to as the “Migration Services Allotment”.  The Migration Services Allotment may be applied by Galileo against any IBM invoice for Migration Services.

15

All Migration Services acquired under this subsection 35.8 will be acquired at a discount from the then current fair values for such Migration Services or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of Migration Services and use of this Migration Services Allotment shall be confirmed by an Order Letter, and Statement of Work, if applicable

The amount of the Migration Services Allotment is $[**].

If less than $[**] of the Migration Services Allotment is consumed prior to [**], IBM will retain the difference between the consumed amount and $[**].

35.9Transportation/Deinstallation Allotment

From January 1, 2008 through the end of the term of this AMO Agreement, the Monthly Payment includes an allotment, which is not financed by IBM Credit, for IBM transportation and deinstallation Services acquired directly from or through IBM (“Transportation/Deinstallation Services”).  This allotment will be referred to as the “Transportation/Deinstallation Services Allotment.”  The Transportation/Deinstallation Services Allotment may be applied by Galileo against any invoice for IBM or IBM sub-contracted Transportation/Deinstallation Services.

All Transportation/Deinstallation Services acquired under this subsection 35.9 will be acquired at the then current fair values for such Transportation/Deinstallation Services or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of Transportation/Deinstallation Services and use of this Transportation/Deinstallation Services Allotment shall be confirmed by an Order Letter and Statement of Work, if applicable.

The amount of the Transportation/Deinstallation Services Allotment for each of the periods shown below is set forth in the following table:

Period	Amount
10/01/07 – 6/30/08	$          [**]
7/01/08 – 6/30/09	$          [**]
7/01/09 – 6/30/10	$          [**]
7/01/10 – 6/30/11	$          [**]
7/01/11 – 6/30/12	$          [**]
7/01/12 – 6/30/13	$          [**]
Total	$          [**]

IBM will perform a reconciliation annually to compare the Transportation/Deinstallation Services Allotment to the actual charges due IBM for Transportation/Deinstallation Services.  In the event that Galileo does not use the entire Transportation/Deinstallation Services Allotment for any applicable period by the end of that period, Galileo may elect, upon prior written notice to IBM, to defer any remaining balance of the Transportation/Deinstallation Services Allotment to a time following such period and prior to the Expiration Date or apply it towards acquiring other IBM Services under this AMO Agreement, as confirmed by an Order Letter.

In the event of the expiration or termination of this AMO Agreement, (i) if Galileo has not used at least $[**] of the Transportation/Deinstallation Services Allotment, then three percent ([**]%) of the difference between the amount actually used by Galileo and $[**] will be retained by IBM and the remaining amount (for clarity, [**] percent ([**]%) of such difference) shall be refunded to Galileo, or (ii) if Galileo has used at least $[**], but less than $[**], of the Transportation/Deinstallation Services Allotment, then IBM shall retain any unused amount of such Transportation/Deinstallation Services Allotment.

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Notwithstanding anything in this Section 35 to the contrary, for each of the periods shown in the tables above, Galileo may elect to substitute up to one hundred percent (100%) of each of the Allotment amounts shown in the tables above between and among the nine (9) Allotments specified in this Section 35, as confirmed by an Order Letter.”

21.IBM Maintenance Services Allotment.  Section 36 of the AMO Agreement, entitled “IBM Maintenance Services Allotment”, which was added by Amendment 3, is deleted in its entirety.

22.Machines Allotments.  Section 37 of the AMO Agreement, entitled “zSeries Machines Allotment”, which was added by Amendment 3, is deleted in its entirety and replaced with the following:

“37.Machines Allotments

From October 1, 2007 through December 31, 2008, the Monthly Payment includes allotments, which are not financed by IBM Credit, that may be used by Galileo to acquire System p, System x, Disk, Tape, Communications and Storage Upgrade Products as set forth in the tables below (the “Machines”).  These allotments will be referred to as the “Machines Allotments.”

All Machines acquired under this Section 37 will be acquired at the then current fair values for such Machines or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of Machines and use of the Machines Allotments shall be confirmed by the Parties in an Order Letter.  If Galileo elects to use any of the Machines Allotments for Machines for which the Travelport Enterprise has been billed by and paid IBM between the Effective Date of Amendment 6 and the date the Parties execute Amendment 6, then Galileo will notify IBM thereof and the amount of any such payment will be issued as a credit on account for application to the Monthly Payments due under this AMO Agreement.

The Disk, Tape, Storage Upgrade, System p, and System x Allotments are limited to the acquisition of IBM Machines (including warranty upgrades) plus applicable software (acquired pursuant to the terms and conditions of the IPLA) and software maintenance (acquired pursuant to the terms and conditions of either the Agreement for Acquisition of Software Maintenance or the Passport Advantage Agreement currently in effect between IBM and Galileo.)  The Communications Allotment is limited to the acquisition of networking equipment manufactured by either IBM or CISCO, Inc., which maybe acquired directly from IBM (or from a Supplier, upon receipt of an invoice and, if the Machines are leased by IBM Credit, a Certificate of Acceptance).

Notwithstanding anything in this Section 37 to the contrary, for each of the periods shown in the tables below, Galileo may elect to substitute up to one hundred percent (100%) of each of the Machines Allotment amounts shown in the tables below between and among the six (6) Product types specified therein, as confirmed by an Order Letter.

In the event that Galileo does not use the entire Machines Allotment amount specified for any Product type for any applicable period by the end of that period, then Galileo may elect, upon prior written notice to IBM, to defer any remaining balance of such Machines Allotment to a time following such period and prior to the Expiration Date or apply it towards acquiring other Machines directly from or through IBM under this AMO Agreement, as confirmed by an Order Letter.

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

The Products acquired under these Machines Allotments are not financed by IBM Credit.  In the event the Parties desire to lease any of the Machines acquired under these Machines Allotments, then upon IBM Credit’s approval, such leasing transactions shall be confirmed by the Parties in an Order Letter.

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

Period	Product Type	Amount
10/01/07 – 12/31/07	System p	$          [**]
	System x	$          [**]
1/01/08 – 12/31/08	Disk	$          [**]
	Tape	$          [**]
	System p	$          [**]
	System x	$          [**]
	Communications	$          [**]
Total		$          [**]

Period	Product Type	Amount
10/01/07 – 6/30/08	Storage Upgrades	$          [**]
7/01/08 – 6/30/09	Storage Upgrades	$          [**]
7/01/09 – 6/30/10	Storage Upgrades	$          [**]
7/01/10 – 6/30/11	Storage Upgrades	$          [**]
7/01/11– 6/30/12	Storage Upgrades	$          [**]
7/01/12 – 6/30/13	Storage Upgrades	$          [**]
Total		$          [**]

23.AMO Agreement Extension.  Section 38 of the AMO Agreement, entitled “AMO Agreement Extension”, which was added by Amendment 3, is deleted in its entirety.

24.Dispute Resolution.  Section 41 of the AMO Agreement, entitled “Storage Allotment”, which was added by Amendment 5, is deleted in its entirety and replaced with the following:

“41.Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this AMO Agreement or the relationship or transactions contemplated by this AMO Agreement (a “Dispute”) will be resolved in accordance with the procedures set forth in this Section 41.

IBM and Galileo will first use reasonable business efforts to resolve the dispute at the operational level.

If the Dispute has not been resolved at the operational level, then, upon the written request of either IBM or Galileo, which request must describe the Dispute in reasonable detail, each of IBM and Galileo will appoint a senior executive not involved in the day-to-day performance or management of this AMO Agreement who will negotiate with the senior executive appointed by the other in a good faith effort to resolve the Dispute.

If the Dispute has not been resolved by the senior executives pursuant to the preceding paragraph within thirty (30) days or by such earlier time as either IBM or Galileo reasonably determines that the Dispute is not likely to be resolved by the senior executives, then either IBM or Galileo may undertake to resolve the Dispute by litigation or any procedure provided by applicable law.

Notwithstanding the foregoing provisions of this Section 41, either IBM or Galileo may initiate litigation at any time to enforce the provisions of this Section 41 or to seek an injunction or other equitable relief to preserve the status quo or prevent irreparable injury.”

25.Significant Business Downturn:  The AMO Agreement is amended by adding after Section 41 thereof a new Section 42 to read as follows:

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“42.Significant Business Downturn

“The Parties agree as follows:

(a)If [**] ceases to obtain [**] (as defined in the Enterprise Software Agreement referenced in Section 3 of this AMO Agreement) from the Travelport Enterprise, then, commencing with the Monthly Payment for the first calendar month after [**] ceases to obtain such [**], each Monthly Payment will be reduced by $[**] per month.

(b)If an event, or a series of events, beyond the reasonable control of the Travelport Enterprise (other than the event described in subsection (a) above) (for example, terrorist attacks, war, strikes, fire, flood, earthquake, and other acts of God) results in, or is reasonably anticipated to result in, a significant and sustained reduction in the Travelport Enterprise’s requirements for the Products and Services provided by IBM in connection with this AMO Agreement, then, upon the request of Galileo, the Parties shall negotiate in good faith to agree upon equitable adjustments to the charges and other applicable provisions of this AMO Agreement, as well as their related agreements, to appropriately reflect such reduced requirements.”

26.Annual Review of Innovative Solutions Options.  The AMO Agreement is amended by adding after Section 42 thereof a new Section 43 to read as follows:

“43.Annual Review of Innovation Solutions Options

To help the Travelport Enterprise respond to or otherwise address its business requirements relating to operational efficiencies and technology innovation in its business, IBM agrees to meet and confer with the Travelport Enterprise on an annual basis to review such items and explore opportunities for the Travelport Enterprise to accomplish organizational efficiencies and improvements, while also aiming to reduce the Travelport Enterprise’s associated costs.  During this annual review, IBM will present innovative solution alternatives relating to Machines, software, and/or services solutions that, if implemented by the Travelport Enterprise, would present the Travelport Enterprise with an opportunity to benefit by a minimum of $[**] in annual savings to the Travelport Enterprise.  IBM and Galileo intend that this annual review will take place in a single meeting, ideally concluded in the first calendar quarter of each year, and will include the participation of the Travelport Enterprise’s CTO.”

27.Adjustments to Monthly Payments.  The AMO Agreement is amended by adding after Section 43 thereof a new Section 44 to read as follows:

“44.Adjustments to Monthly Payments

The purpose of this Section 44 is to describe certain adjustments to the Monthly Payments if the date upon which the migration from the Travelport Enterprise data center in Denver, Colorado to the Travelport Enterprise data center in Atlanta, Georgia of the processing currently being performed by IBM pursuant to the ITSA (the “Migration”) is complete and the ITSA, including the payments due to IBM thereunder, is terminated (the “ITSA End Date”, which will be the same as the “End Date” defined in the Termination Letter Agreement, effective as of December 31, 2007, between IBM and TP Operations) is earlier or later than assumed for various purposes.

(a)In order to adjust for the respective amounts payable to IBM pursuant to the ITSA and pursuant to this AMO Agreement if the ITSA End Date is earlier or later than [**], which is the date assumed for purposes of the Monthly Payments set forth on Exhibit A, the Parties agree as follows:

(1)If the ITSA End Date occurs on or after [**] but before [**], then the Monthly Payment for [**] will be increased by $[**].

(2)If the ITSA End Date occurs on or after [**] but before [**], then the Monthly Payment for [**] will be increased by $[**].

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(3)If the ITSA End Date occurs after [**] but on or before [**], then the Monthly Payment for [**] will be reduced by $[**].

(4)If the ITSA End Date occurs after [**] but on or before [**], then the Monthly Payment for [**] will be reduced by $[**].

(5)If the ITSA End Date occurs before [**] or after [**], then the Parties shall negotiate in good faith to agree upon an equitable adjustment to the Monthly Payments to appropriately reflect that change in the ITSA Termination Date.

(b)In order to provide an incentive for the ITSA End Date to be achieved earlier than, and a disincentive for the ITSA End Date to be achieved later than, the target date of [**] mutually anticipated by IBM and TP Operations as of December 28, 2007 the Parties agree as follows:

(1)If the ITSA End Date occurs on or before [**], then the Monthly Payment for [**] will be increased by $[**].

(2)If the ITSA End Date occurs on or after [**], then IBM will issue a credit in the amount of  $[**], which is not financed by IBM Credit, with such credit to be applied by Galileo against charges directly from or through IBM, as confirmed in a Transaction Document (as defined in the ICA).  If this credit has not been fully applied by Galileo by [**], then Galileo may request that IBM pay any remaining amount of the credit by check and IBM will promptly issue a check to Galileo for the remaining amount of the credit.

IBM and Galileo will monitor the status of the Migration and will meet in [**] to mutually evaluate the likelihood of the ITSA End Date occurring earlier or later than the target date.  If either one of these Parties believes that the ITSA End Date will occur earlier or later than the target date for reasons that are not within the reasonable control of that Party, then that Party may eliminate the provisions of this subsection (b) by giving the other written notice thereof.”

28.Additional Provisions for Lease Assumptions Pursuant to ITSA The AMO Agreement is amended by adding after Section 44 thereof a new Section 45 to read as follows:

“45.Additional Provisions for Lease Assumptions Pursuant to ITSA

The ITSA provides that upon termination of the ITSA, Travelport Operations, Inc. (“TP Operations”) will assume all Lease obligations for Machines subject to the TLA, and the following amounts have been included in the Monthly Payments to satisfy TP Operations’s Lease obligations:

(a)$[**], which is TP Operations’s payment obligation for the non-System z Machine inventory that will remain with TP Operations based on the Machine inventory (the “Assumed Machine Inventory”) attached as Attachment A to the Termination Letter Agreement entered into by TP Operations and IBM contemporaneously with the execution of Amendment 6 to this AMO Agreement; and

(b)$[**], which is TP Operations’s payment obligation for the System z Machines Serial Numbers: [**] that TP Operations has agreed to return to IBM at the ITSA Termination Date.  The Leases for these System z Machines will be terminated, and the Machines will be returned to IBM Credit, within thirty (30) days after the ITSA Termination Date.  An early termination credit of [**] has been included in the calculation of the Monthly Payments to provided for the early termination of these Leases and the early return of these Machines.

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The foregoing amounts have been calculated using a [**] ITSA End Date, but will not change if the ITSA End Date is earlier or later than that date, since Section 44 provides for appropriate adjustments to be made to the Monthly Payments in order to adjust for an earlier or later ITSA End Date.

Prior to the ITSA End Date, IBM and the Travelport Enterprise will mutually perform an inventory reconciliation to compare the Assumed Machine Inventory to the actual inventory of Machines for which TP Operations has Lease assumption obligations pursuant to the ITSA (the “Actual Machine Inventory”).  If the charges for Lease obligations for the Actual Machine Inventory differs from the amount included in the Monthly Payments, as set forth above, then a corresponding change (increase or decrease) will be made to the Monthly Payments, as confirmed by the Parties in an Order Letter.  Disposition of the title of the non-System z Machines will be determined by the type of Lease for each such Machine.  In the event that TP Operations wishes to acquire title to a Machine that is to be returned to IBM, the Parties will negotiate a mutually agreeable price for such transactions.”

Agreed to:
Worldspan, L.P.
By:		Worldspan Technologies Inc., its				Customer No.: 9885094
		General Partner
						Jurisdiction of Organization:          Delaware
By:	/s/ Pat J. Bourke					AMO Agreement No.:
Authorized Signature
						IBM Customer Agreement No.: JJT-0003
Name (type or print):				Pat J. Bourke
						Term Lease Agreement No.: JJT-0001
Date:			28 December 2007
Agreed to:						Agreed to:
Travelport Inc.						International Business Machines Corporation
By:	/s/ Pat J. Bourke					By:	/s/ Jim Fritter
Authorized Signature						Authorized Signature
Name (type or print):				Pat J. Bourke		Name (type or print):			Jim Fritter
Date:			28 December 2007			Date:		28 December 2007
Agreed to:						Agreed to:
Galileo International LLC						IBM Credit LLC
By:	/s/ Pat J. Bourke					By:	/s/ Judson Ficklen
Authorized Signature						Authorized Signature
Name (type or print):					Pat J. Bourke	Name (type or print):				Judson Ficklen
Date:			28 December 2007			Date:		28 December 2007

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EX-10.32

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Exhibit 10.32

Amendment 7 to
Worldspan Asset Management Offering Agreement

        This amendment is the seventh amendment ("Amendment 7") to the Asset Management Offering Agreement effective as of July 1, 2002, among Worldspan, L.P. ("Worldspan"), International Business Machines Corporation ("IBM"), and IBM Credit LLC ("IBM Credit"), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007 and Amendment 6, effective as of October 1, 2007 (collectively, the "AMO Agreement") and referred to hereafter as the "Galileo Asset Management Offering Agreement".

        Each term defined in the AMO Agreement shall have the same meaning in this Amendment 7 unless otherwise provided herein or inconsistent with the content hereof.

        The purposes of this Amendment 7 are (i) to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 7.

        Provided that Worldspan, TP, Galileo, IBM and IBM Credit have signed and delivered this Amendment 7 on or before February 11, 2008, this Amendment 7 becomes effective as of October 1, 2007 (the "Effective Date of Amendment 7").

        This Amendment 7 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Amendment 7 made by reliable means is considered an original.

        The Parties agree that this Amendment 7 is the complete agreement among the Parties with respect to the subject matter hereof and replaces any prior oral and/or written communications between the Parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 7.

        Except for the changes specified in this Amendment 7, all other terms and conditions of the AMO Agreement remain unchanged. In the event of a conflict between this Amendment 7 and the AMO Agreement, this Amendment 7 will prevail.

        The Parties agree that, as of the Effective Date of Amendment 7, the AMO Agreement shall be amended as follows:

1.0    Replace the seventh paragraph on page one of Amendment 6 in its entirety with the following:

"This Amendment 6 becomes effective as of October 1, 2007 (the "Effective Date of Amendment 6") and, among other things, extends the Expiration Date of the AMO Agreement from June 30, 2011 to June 30, 2013. For avoidance of doubt, certain sections of this Amendment 6 may have later effective dates, as specified herein."

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

1

2.0    Monthly Payments Exhibit.    Exhibit A (Monthly Payments) to the AMO Agreement is replaced in its entirety with a new Exhibit A, shown below.

Exhibit A
Monthly Payments

Month-Year	Monthly Payment		Number of Payments
Oct-2007	$	[**]	1
Nov-2007 (Includes application of $[**] for OL 459)	$	[**]	1
Dec-2007	$	[**]	1
Jan-2008—Jun-2008	$	[**]	6
Jul-2008—Aug-2008	$	[**]	2
Sep-2008	$	[**]	1
Oct-2008—Jun-2009	$	[**]	9
Jul-2009—Jun-2010	$	[**]	12
Jul-2010—Oct-2010	$	[**]	4
Nov-2010—Jun-2011	$	[**]	8
Jul-2011—Jun-2012	$	[**]	12
Jul-2012—Jun-2013	$	[**]	12

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Agreed to: Travelport Inc.	Customer No.: 9885094
	Jurisdiction of Organization:

By:	/s/  PAT J. BOURKE	AMO Agreement No.: ASVB594
	Authorized Signature

Name (type or print): Pat J. Bourke IBM Customer Agreement No.: JJT-0003

Date: Term Lease Agreement No.: JJT-0001

Agreed to:
Worldspan, L.P. Agreed to:
International Business Machines Corporation

By:	/s/  PAT J. BOURKE	By:	/s/  PETE GAGLIARDI
	Authorized Signature		Authorized Signature

Name (type or print): Pat J. Bourke Name (type or print): Pete Gagliardi

Date: Date: 1/25/2008

Agreed to:
Galileo International LLC Agreed to:
IBM Credit LLC

By:	/s/  PAT J. BOURKE	By:	/s/  TOM DEMOPOULOS
	Authorized Signature		Authorized Signature

Name (type or print): Pat J. Bourke Name (type or print): Tom Demopoulos

Date: Date: 1/25/2008

3

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Exhibit 10.32

Amendment 7 to Worldspan Asset Management Offering Agreement
Exhibit A Monthly Payments

EX-10.33

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Exhibit 10.33

Amendment 8 to
Galileo Asset Management Offering Agreement

        This amendment is the eighth amendment ("Amendment 8") to the Asset Management Offering Agreement effective as of July 1, 2002, among Worldspan, L.P. ("Worldspan"), International Business Machines Corporation ("IBM"), and IBM Credit LLC ("IBM Credit"), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6, effective as of October 1, 2007 and Amendment 7 effective as of October 1, 2007 (collectively, the "AMO Agreement"). ("Amendment 7" along with Amendments 1–6 and the AMO Agreement are collectively referred to as the "AMO Agreement").

        Each term defined in the AMO Agreement shall have the same meaning in this Amendment 8 unless otherwise provided herein or inconsistent with the content hereof.

        The purposes of this Amendment 8 are to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 8.

        This Amendment 8 becomes effective as of October 1, 2007 (the "Effective Date of Amendment 7").

        This Amendment 8 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Amendment 8 made by reliable means is considered an original.

        The Parties agree that this Amendment 8, which includes the associated documents attached hereto, is the complete agreement among the Parties with respect to the subject matter hereof and replaces any prior oral and/or written communications between the Parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 8.

        Except for the changes specified in this Amendment 8 all other terms and conditions of the AMO Agreement remain unchanged. In the event of a conflict between this Amendment 8 and the AMO Agreement, this Amendment 8 will prevail.

        The Parties agree that, as of the Effective Date of Amendment 8, the AMO Agreement shall be amended as follows:

        1.     Section 19(c) of the AMO Agreement is hereby deleted in its entirety and replaced with the following:

        "(c) Travelport LLC will maintain at all times a published corporate family rating from Moody's Investors Services greater than or equal to [**]."

        2.     Section 19(d) of the AMO Agreement is hereby deleted in its entirety.

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

        3.     Subpart (iii) of the first paragraph of Section 26 of the AMO Agreement is amended by deleting only the words "subject to Section 19(d)".

Agreed to: Travelport Inc.	Customer No.: 9885094
	Jurisdiction of Organization:

By:	/s/  PAT J. BOURKE	AMO Agreement No.: ASVB594
	Authorized Signature

Name (type or print): Pat J. Bourke IBM Customer Agreement No.: JJT-0003

Date: February 1, 2008 Term Lease Agreement No.: JJT-0001

Agreed to:
Worldspan, L.P. Agreed to:
International Business Machines Corporation

By:	/s/  PAT J. BOURKE	By:	/s/  PETE TANKARD
	Authorized Signature		Authorized Signature

Name (type or print): Pat J. Bourke Name (type or print): Pete Tankard

Date: February 1, 2008 Date: February 4, 2008

Agreed to:
Galileo International LLC Agreed to:
IBM Credit LLC

By:	/s/  PAT J. BOURKE	By:	/s/  TOM DEMOPOULOS
	Authorized Signature		Authorized Signature

Name (type or print): Pat J. Bourke Name (type or print): Tom Demopoulos

Date: February 1, 2008 Date: February 1, 2008

2

QuickLinks

Exhibit 10.33

Amendment 8 to Galileo Asset Management Offering Agreement

EX-10.34

Exhibit 10.34

Amendment 9 to

Worldspan Asset Management Offering Agreement

This amendment is the ninth amendment (“Amendment 9”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Worldspan, L.P. (“Worldspan”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of January 1, 2007, Amendment 5 effective as of February 1, 2007, Amendment 6, effective as of October 1, 2007, Amendment 7 effective as of October 1, 2007 and  Amendment 8, effective as of October 1, 2007 (collectively, the “AMO Agreement”). (“Amendment 8” along with Amendments 1 – 7 and the AMO Agreement are collectively referred to as the “AMO Agreement”).

Each term defined in the AMO Agreement shall have the same meaning in this Amendment 9 unless otherwise provided herein or inconsistent with the content hereof.

The purposes of this Amendment 9 are to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 9.

This Amendment 9 becomes effective as of October 1, 2007 (the “Effective Date of Amendment 9”).

This Amendment 9 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement.  Any copy of this Amendment 9 made by reliable means is considered an original.

The Parties agree that this Amendment 9, which includes the associated documents attached hereto, is the complete agreement among the Parties with respect to the subject matter hereof and replaces any prior oral and/or written communications between the Parties concerning this subject matter.  By signing below, the Parties agree to the terms of this Amendment 9.

Except for the changes specified in this Amendment 9 all other terms and conditions of the AMO Agreement remain unchanged.  In the event of a conflict between this Amendment 9 and the AMO Agreement, this Amendment 9 will prevail.

The Parties agree that, as of the Effective Date of Amendment 9, the AMO Agreement shall be amended as follows:

1.  Section 37 of the AMO Agreement is hereby deleted in its entirety and replaced with the following:

From October 1, 2007 through December 31, 2008, the Monthly Payment includes allotments, which are not financed by IBM Credit, that may be used by Galileo to acquire System z, System p, System x, Disk, Tape, Communications and Storage Upgrade Products as set forth in the tables below (the “Machines”).  These allotments will be referred to as the “Machines Allotments.”

All Machines acquired under this Section 37 will be acquired at the then current fair values for such Machines or in accordance with any other agreements that may currently be in effect between IBM and the Travelport Enterprise at the time of the transaction, and such acquisition of Machines and use of the Machines Allotments shall be confirmed by the Parties in an Order Letter.  If Galileo elects to use any of the Machines Allotments for Machines for which the Travelport Enterprise has been billed by and paid IBM between the Effective Date of Amendment 6 and the date the Parties execute Amendment 6, then Galileo will notify IBM thereof and the amount of any such payment will be issued as a credit on account for application to the Monthly Payments due under this AMO Agreement.

For System x Products only, a purchase order issued by Galileo (“Galileo PO”) will be accepted as the ordering Transaction Document  in lieu of an Order Letter under the AMO Agreement.  IBM will perform a monthly reconciliation of such Galileo POs to add the amounts due for System

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

Products orders to the Monthly Payments, which shall be confirmed by the Parties in an Order Letter.

The Disk, Tape, Storage Upgrade, System p, and System x Allotments are limited to the acquisition of IBM Machines (including warranty upgrades) plus applicable software (acquired pursuant to the terms and conditions of the IPLA) and software maintenance (acquired pursuant to the terms and conditions of either the Agreement for Acquisition of Software Maintenance or the Passport Advantage Agreement currently in effect between IBM and Galileo) directly from IBM.  The System z Allotment is limited to the acquisition of System z Machines only directly from IBM. The Communications Allotment is limited to the acquisition of networking equipment manufactured by either IBM or CISCO, Inc., which maybe acquired directly from IBM (or from a Supplier, upon receipt of an invoice and, if the Machines are leased by IBM Credit, a Certificate of Acceptance).

Notwithstanding anything in this Section 37 to the contrary, for each of the periods shown in the tables below, Galileo may elect to substitute up to one hundred percent (100%) of each of the Machines Allotment amounts shown in the tables below between and among the seven (7) Product types specified therein, as confirmed by an Order Letter.

In the event that Galileo does not use the entire Machines Allotment amount specified for any Product type for any applicable period by the end of that period, then Galileo may elect, upon prior written notice to IBM, to defer any remaining balance of such Machines Allotment to a time following such period and prior to the Expiration Date or apply it towards acquiring other Machines directly from or through IBM under this AMO Agreement, as confirmed by an Order Letter.

In the event of expiration or termination of this AMO Agreement, [**] ([**]%) of any unused Machines Allotmentson the date of expiration or termination will be retained by IBM and the remaining amount (for clarity, [**] ([**]%) of the remaining unused Machines Allotments) shall be refunded to Galileo.

The Products acquired under these Machines Allotments are not financed by IBM Credit.  In the event the Parties desire to lease any of the Machines acquired under these Machines Allotments, then upon IBM Credit’s approval, such leasing transactions shall be confirmed by the Parties in an Order Letter.

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

Period	Product Type	Amount
10/01/07 – 12/31/07	System p	$	[**]
	System x	$	[**]
1/01/08 – 12/31/08	Disk	$	[**]
	Tape	$	[**]
	System z	$	[**]
	System p	$	[**]
	System x	$	[**]
	Communications	$	[**]
Total		$	[**]

Period	Product Type	Amount
10/01/07 – 6/30/08	Storage Upgrades	$	[**]
7/01/08 – 6/30/09	Storage Upgrades	$	[**]
7/01/09 – 6/30/10	Storage Upgrades	$	[**]
7/01/10 – 6/30/11	Storage Upgrades	$	[**]
7/01/11– 6/30/12	Storage Upgrades	$	[**]
7/01/12 – 6/30/13	Storage Upgrades	$	[**]
Total		$	[**]

2

2.   Supplier Allotments: The AMO Agreement is amended by adding after Section 45 thereof a new Section 46 to read as follows:

“46.0  Supplier Allotments

The Monthly Payments assume that Galileo will acquire certain Products and Services (collectively, the “Supplied Items”), directly from a Supplier and an allotment of funds, as set forth in the table below have been included for that purpose (collectively, the “Supplier Allotments”).   In this section, “Supplier” means any authorized IBM Business Partner unless otherwise specified below. The Supplier Allotments are not financed by IBM Credit, but rather are accrued through the Monthly Payments.

Allotment Type		Period	Period Amount
1	System x (see Note 1)	1/01/08 – 12/31/08	$	[**]
2	VMware S&S (see Note 2)	1/01/11 – 12/31/11	$	[**]
		1/01/12 – 12/31/12	$	[**]
		1/01/13 – 6/30/13	$	[**]
		Total	$	[**]

Note 1:   System x Products and Services:  May be used to acquire IBM System x Products and Services from an authorized IBM Business Partner (the “System x Supplier Allotment”, consisting of “System x Supplied Items”). The System x Allotment is available for use on January 1st of its allotment period.

Note 2:    VMware S&S:  May be used to acquire VMware EULA Software Subscription and Support (“S&S”) acquired directly from VMware (the “VMware S&S Allotment”, consisting of “VMware S&S Supplied Items”). The VMware S&S Allotment is available for use on January 1st of each allotment period.

With respect to the Supplied Items, Galileo is responsible for: a) selecting the specific items; b) selecting the Supplier as defined below; and c) negotiating the price with such Supplier(s).

Galileo shall provide IBM with an IBM Acceptance Certificate (the general format of which is attached hereto as Exhibit O) and invoice(s) for Supplied Items from the applicable Supplier when Galileo requests IBM to pay Supplier Allotment funds to a Supplier.  Upon receipt of this documentation, IBM shall promptly pay the applicable Supplier from the Supplier Allotment funds on behalf of Galileo.  Payment to the Suppliers is contingent upon  IBM’s collection and clearance of the current  Monthly Payment from Galileo.

Galileo and its Suppliers are solely responsible for the proper calculation of sales and use taxes, and the remittance of this tax to the proper taxing authorities.  Any such tax must be specifically identified in any invoice from Galileo’s Suppliers that is submitted to IBM.

IBM will perform a monthly reconciliation of the amounts paid to Supplier(s) on Galileo’s behalf with System x Supplier Allotment, which shall be confirmed by the Parties in an Order Letter.

If any particular Supplier Allotment is not fully depleted in a given year, the unused balance may be used in the subsequent years of this AMO Agreement for that Supplied Item type, not to exceed the totals shown in the table above, or used past the Expiration Date.

IBM shall have no obligation to pay Supplier Allotment funds to Suppliers after the Expiration Date, notwithstanding any other provisions of this AMO Agreement.

Except to the extent IBM’s Statement of Limited Warranty imposes warranty obligations on IBM for IBM Products, Galileo agrees to indemnify and hold IBM harmless from any damages or liabilities relating to the transaction between Galileo and its Suppliers.  IBM will not be liable for any dispute that may arise between Galileo and its Suppliers.

3

IBM’s sole and entire liability under this subsection of the AMO Agreement is limited to prompt payment     of the Supplier Allotment funds to Suppliers as described in this section.

If any particular IBM Supplier Allotment is not fully depleted in a given year, the unused balance may be used in the subsequent years of this AMO Agreement for that Product or Service type, not to exceed the totals shown in the table above, or used past the Expiration Date

The Products and Services acquired under the Supplier Allotments are not financed by IBM Credit.  In the event the Parties desire to lease or finance any of the Products or Services acquired under these Machines Allotments, then upon IBM Credit’s approval, such transactions shall be confirmed by the Parties in an Order Letter.

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

4

Agreed to:

Travelport Inc.

Customer No.: 9885094

Jurisdiction of Organization:

By:

/s/ David Lauderdale

Authorized Signature

AMO Agreement No.: ASVB594

Name (type or print):

David Lauderdale

IBM Customer Agreement No.: JJT-0003

Date:

2/20/2008

Term Lease Agreement No.: JJT-0001

Agreed to:

Agreed to:

Worldspan Technologies Inc., its General Partner

International Business Machines Corporation

By:

/s/ David Lauderdale

By:

/s/ Pete Gagliardi

Authorized Signature

Authorized Signature

Name (type or print):

David Lauderdale

Name (type or print):

Pete Gagliardi

Date:

2/20/2008

Date:

2/20/2008

Agreed to:

Agreed to:

Galileo International LLC

IBM Credit LLC

By:

/s/ David Lauderdale

By:

/s/ Tom Demopoulos

Authorized Signature

Authorized Signature

Name (type or print):

David Lauderdale

Name (type or print):

Tom Demopoulos

Date:

2/20/2008

Date:

2/20/2008

5

EX-12

Exhibit 12

Travelport Limited

Computation of Ratio of Earnings to Fixed Charges

(dollars in million)

	Year Ended December 31, 2005			January 1 - August 22, 2006			July 13, (Formation Date) - December 31, 2006			Year Ended December 31, 2007
Earnings available to cover fixed charges:
Income (loss) from continuing operations before income taxes, minority interest and equity in earnings of investments	$	(119	)	$	(2,279	)	$	(152	)	$	(387	)
Plus: Fixed charges	56			50			159			410
Earnings available to cover fixed charges	$	(63	)	$	(2,229	)	$	7		$	23
Fixed Charges:
Interest, including amortization of deferred financing costs	$	47		$	43		$	155		$	398
Interest portion of rental payment	8			7			4			12
Total fixed charges	$	56		$	50		$	159		$	410
Ratio of Earnings to fixed charges	n/a			n/a			0.04		x	0.06		x

Due to the loss from continuing operations before income taxes, minority interest and equity in earnings of investments for the year ended December 31, 2005 and the period January 1, 2006 through August 22, 2006, the Predecessor’s earnings would have been insufficient to cover fixed charges by $119 million and $2,279 million, respectively.

EX-21

Exhibit 21.1

LIST OF SUBSIDIARIES

TRAVELPORT LIMITED SUBSIDIARIES

(AS OF 3/2008)

NAME (STATE OF ORGANIZATION)

1.	4Oceans Limited (in liquidation) (UK)
2.	Airways MIC AB (SWEDEN)
3.	Apollo Galileo Mexico S.A. de C.V. (MEXICO)
4.	Apollo Galileo USA Partnership (DE)
5.	Apollo Galileo USA Sub I, Inc. (DE)
6.	Apollo Galileo USA Sub II, Inc. (DE)
7.	Asia-hotels.com Limited (HONG KONG)
8.	Bastion Surety Limited (UK)
9.	Beijing Si Hai Tong Jie Travel Reservation Services Co. Ltd (in liquidation) (CHINA)
10.	Biljettakuten AB (SWEDEN)
12.	Castlenau Limited (IRELAND)
13.	Castlenau Nominees Limited (GREECE)
14.	Cendant Hellas EPE (GERMANY)
19.	Couterville Limited (Gibraltar)
20.	Covia Canada Partnership Corp. (CANADA)
21.	CYTS-Cendant International Travel Co., Ltd (CHINA)
22.	Distribution Systems, Inc. (DE)
23.	Donvand Limited (Belgium Branch)
24.	Donvand Limited (Italy Branch)
25.	Donvand Limited (Swiss Branch)
26.	Donvand Limited (UK)
27.	Donvand Ltd (Denmark Branch)
28.	Donvand Ltd (Israel Branch)
29.	G I Worldwide Holdings C.V. (NETHERLANDS)
30.	Galileo Afrique Centrale (Cameroon) Sarl (AFRICA)
31.	Galileo Asia, LLC (China Branch)
32.	Galileo Asia, LLC (DE)
33.	Galileo Asia, LLC (Hong Kong Branch)
34.	Galileo Asia, LLC (Philippines Branch)
35.	Galileo Asia, LLC (Singapore Branch)
36.	Galileo Ba, Inc. (DE)
37.	Galileo Belgium S.A. (BELGIUM)
38.	Galileo Brasil Limited (DE)
39.	Galileo Canada Distribution Systems, Inc. (CANADA)
41.	Galileo Central and West Africa (Senegal) SARL (AFRICA)
42.	Galileo Central West Africa (Ivory Coast) Sarl (AFRICA)
43.	Galileo Danmark A/S (DENMARK)
44.	Galileo Deutschland GmbH (GERMANY)
45.	Galileo do Brasil Ltda (BRAZIL)
46.	Galileo España (SPAIN)
47.	Galileo France S.a.r.l. (FRANCE)
48.	Galileo International B.V. (The Netherlands)
40.	Galileo International Canada ULC (NOVA SCOTIA)
49.	Galileo International Holdings, Ltd. (BERMUDA)
50.	Galileo International Limited (Dubai Br) (UAE)
51.	Galileo International Limited (UK)
52.	Galileo International Services, Inc. (DE)
53.	Galileo International Technology, LLC (DE)

54.	Galileo International, Inc. (DE)
55.	Galileo International, L.L.C. (DE)
56.	Galileo Italia S.R.L. (ITALY)
57.	Galileo Latin America, L.L.C. (DE)
58.	Galileo Malaysia, LLC (DE)
59.	Galileo Malysia Limited (HONG KONG)
60.	Galileo Nederland B.V. (NETHERLANDS)
61.	Galileo Nederland II B.V. (NETHERLANDS)
62.	Galileo Nordiska Akteibolag (SWEDEN)
63.	Galileo Operations, LLC (DE)
64.	Galileo Portugal Limited (PORTUGAL)
65.	Galileo Russia
66.	Galileo Switzerland AG (SWITZERLAND)
67.	Galileo Taiwan Co. Limited (TAIWAN)
68.	Galileo Technologies, LLC (DE)
69.	Galileo United Kingdom Limited (UK)
70.	Galileo Venezuela, C.A. (VENEZUELA)
71.	Gate Pacific Limited (MAURITIUS)
72.	GIW Holdings CV (NETHERLANDS)
73.	GTA — Reisen GmbH (GERMANY)
74.	GTA (Hong Kong) Limited (HONG KONG)
94.	GTA (Hong Kong) Limited Beijing Rep. Office
95.	GTA (Hong Kong) Limited Chengdu Rep Office (HONG KONG)
75.	GTA (Hong Kong) Limited Chengdui Rep Office (CHINA)
96.	GTA (Hong Kong) Limited Shanghai Rep. Office
76.	GTA (Hong Kong) Online Sales Limited (HONG KONG)
77.	GTA Australasia Pty Limited (AUSTRALIA)
78.	GTA Data Services (India) Private Limited (INDIA)
79.	gta Gullivers Travel Associates GmbH (GERMANY)
80.	Gta North America, Inc. (DE)
81.	GtaTravel.com Ltd (UK)
82.	Gulliver’s Travel Agency K.K. Ltd (JAPAN)
83.	Gullivers (Beijing) Commercial Consulting Services Limited (BEIJING)
84.	Gullivers Jersey 1 Limited (JERSEY CHANNEL ISLANDS)
85.	Gullivers Jersey 2 Limited (JERSEY CHANNEL ISLANDS)
86.	Gullivers Jersey 3 Limited (JERSEY CHANNEL ISLANDS)
87.	Gullivers Luxembourg S.A. R.L (LUXEMBOURG)
88.	Gullivers Travel Agency, England a branch of Gullivers Travel Agency K.K. Ltd (JAPAN)
89.	Gullivers Travel Associates (China) Ltd (CHINA)
90.	Gullivers Travel Associates (France) S.A.S. (FRANCE)
91.	Gullivers Travel Associates (Hong Kong) Limited (HONG KONG)
92.	Gullivers Travel Associates (Investments) Limited (UK)
97.	Gullivers Travel Associates (Middle East) F.Z.L.L.C (DUBAI)
98.	Gullivers Travel Associates (New Zealand)
93.	Gullivers Travel Associates (Singapore) Pte Ltd (SINGAPORE)
99.	Gullivers Travel Associates (Taiwan) Limited
100.	Gullivers Travel Associates (Thailand) Ltd (THAILAND)
101.	Gullivers Travel Associates Korea Limited (KOREA)
102.	Gullivers Travel Associates Limited (UK)
103.	Gullivers Travel Associates SA (SPAIN)
105.	HotelPORT Inc. (DE)
106.	HotelPORT International, Inc. (DE)
107.	IGT Solutions Private Limited (INDIA)
108.	Jogwin Limited (UK)
109.	Jogwin Warenhandelsgesellschaft mbH (AUSTRIA)
110.	Keithburg Limited (GIBRALTAR)

111.	Landmark Holding Company, Inc. (DE)
112.	Magellen Technologies, LLC
113.	Martillo Limited (IRELAND)
114.	Massaader Unlimited (ISLE OF MAN)
115.	Needahotel.com Unlimited (IRELAND)
116.	Octopus Travel (Espana), S.A. (SPAIN)
117.	Octopus Travel (Middle East) F.Z. L.L.C. (DUBAI)
118.	Octopus Travel (Thailand) Limited (THAILAND)
119.	Octopus Travel.com Ltd (UK)
120.	Octopustravel Group Limited (UK)
121.	Octopustravel Italia S.r.l. (ITALY)
122.	Octopustravel Japan K.K. (JAPAN)
123.	Octopustravel.com (Australia) Pty Ltd (AUSTRALIA)
124.	Octopustravel.com (Hong Kong) Ltd (HONG KONG)
125.	Octopustravel.com (Israel) Ltd (ISRAEL)
126.	OctopusTravel.com (USA) Limited (DE)
127.	Octopustravel.com Limited, Agencia en Chile (CHILE)
128.	OWW2, LLC (Delaware)
129.	PT. Global Timur Agung (INDONESIA)
130.	PT. GTA Indonesia (INDONESIA)
131.	Quantitude Services, Inc. (DE)
132.	Quantitude United Kingdom Limited (UK)
133.	Quantitude, Inc. (DE)
134.	S.D. Shepherd Systems, Inc. (TX)
135.	Sia Galileo Baltija (LATVIA)
136.	Southern Cross Distribution Services (NZ) Limited (NEW ZEALAND)
137.	Southern Cross Distribution Systems Pty Limited (AUSTRALIA)
140.	STE Gullivers Travel Agency (FRANCE)
142.	TDS Investor (Luxembourg) S.a.r.l (Luxembourg)
145.	Tecnovate eSolutions Private Limited (INDIA)
147.	The Galileo Company (UK)
148.	Timas Limited (t/a Galileo Ireland) (IRELAND)
152.	Travel Industries, Inc. (DE)
153.	Travelport (Bermuda) Ltd. (BERMUDA)
154.	Travelport (Cayman) Ltd. (CAYMAN ISLANDS)
155.	Travelport (Luxembourg) S.a r.l (LUXEMBOURG)
156.	Travelport Americas, LLC
158.	Travelport China Holdings, Inc. (DE)
159.	Travelport Holdings, Inc. (DE)
160.	Travelport Inc.
161.	Travelport Investments Ltd (UK)
162.	Travelport Investor (Luxembourg) S.a r.l (Luxembourg)
163.	Travelport LLC (DE)
164.	Travelport Operations, Inc. (DE)
165.	Travelport Services Limited (UK)
166.	Travelport Technology Holdings, LLC (DE)
167.	Travelport Travel Germany GmbH & Co  (GERMANY)
168.	Travelport Travel Germany Verwaltungs GmbH (UK)
172.	Travelport UK Acquisition Corporation (DE)
173.	Travelwire A/S (NORWAY)
174.	Travelwire Norge AS (NORWAY)
175.	Trip.com, Inc. (DE)
176.	Waltonville Limited (Gibraltar)
177.	Worldspan Andina S.R.C. (Peru)
178.	Worldspan BBN Holdings (Ca)
179.	Worldspan de Mexico Sade C.U. (Mexico)

180.	Worldspan Digital Holdings (De)
181.	Worldspan Dutch Holdings BU (Dutch)
182.	Worldspan Greece Global Travel Information Services (Greece)
183.	Worldspan Hungary kft (Hungary)
184.	Worldspan iJet Holdings LLC (Delaware)
185.	Worldspan International, Inc. (Canada)
186.	Worldspan L.P (DE)
187.	Worldspan Mercosul Ltda. (Brazil)
188.	Worldspan Open Table Holdings (Delaware)
189.	Worldspan Poland sp.Zo.o (Poland)
190.	Worldspan S.A. Holdings, LLC (Georgia)
191.	Worldspan Services Argentina, S.R.L. (Argentina)
192.	Worldspan Services Chile Limitada (Chile)
193.	Worldspan Services Costa Rica, SRL (Costa Rica)
194.	Worldspan Services Hong Kong Limited (Hong Kong)
195.	Worldspan Services Limited (England)
196.	Worldspan Services Romania srl (Romania)
197.	Worldspan Services Singapore Pk ltd. (Singapore)
198.	Worldspan South American Holdings, LLC (Ga)
199.	Worldspan Storemaker Holdings (De)
200.	Worldspan Technologies, Inc. (DE)
201.	Worldspan Vialor Holdings (De)
202.	Worldspan XOL, LLC (Ga)
203.	WS Financing Corp. (DE)
204.	WS Holdings LLC (DE)

EX-31.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.1

CERTIFICATIONS

I, Jeff Clarke, certify that:

1.

I have reviewed this annual report on Form 10-K of Travelport Limited;



2.

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



3.

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



4.

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



a)

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



b)

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



c)

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



d)

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



5.

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



a)

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



b)

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

Date: March 11, 2008

/s/  JEFF CLARKECHIEF EXECUTIVE OFFICER

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Exhibit 31.1

CERTIFICATIONS

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

I, Michael E. Rescoe, certify that:

1.

I have reviewed this annual report on Form 10-K of Travelport Limited;



2.

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



3.

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



4.

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



a)

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



b)

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



c)

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



d)

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



5.

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



a)

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



b)

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

Date: March 11, 2008

/s/  MICHAEL E. RESCOECHIEF FINANCIAL OFFICER

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Exhibit 31.2

CERTIFICATIONS

EX-32

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Exhibit 32

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

        In connection with the Annual Report of Travelport Limited (the "Company") on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jeff Clarke, as Chief Executive Officer of the Company, and Michael E. Rescoe, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)

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



(2)

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

/s/  JEFF CLARKEJEFF CLARKE
CHIEF EXECUTIVE OFFICER
March 11, 2008

/s/  MICHAEL E. RESCOEMICHAEL E. RESCOE
CHIEF FINANCIAL OFFICER
March 11, 2008

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Exhibit 32

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