8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 23, 2011 (September 22, 2011)

Travelport Limited

(Exact name of Registrant as specified in its charter)

Bermuda	333-141714	98-0505100
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification Number)

300 Galleria Parkway
Atlanta, GA 30339
(Address of principal executive
office)

Registrant’s telephone number, including area code (770) 563-7400

N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Items.

On September 23, 2011, Travelport Holdings Limited (“Holdings”) amended its disclosure statement relating to solicitation of acceptances of a consensual plan of reorganization, filed in an 8-K dated September 22, 2011. A copy of the amendment to the disclosure statement of Holdings is attached hereto as Exhibit 99.1 and incorporated by reference herein.

In addition, we received a letter, dated September 22, 2011, from Dewey & LeBoeuf LLP as counsel to certain holders of the Travelport’s outstanding senior notes. We disagree with the assertions in the letter and we believe that we are, and will continue to be, in full compliance with the provisions of the indentures for the senior notes upon implementation of our proposed restructuring plan. A copy of the letter is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.		Description
	99.1	Amendment No. 1, dated September 23, 2011, to Disclosure Statement, dated September 21, 2011.
	99.2	Letter from Dewey & LeBoeuf LLP, dated September 22, 2011.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements based on management’s plans and expectations that are subject to uncertainty. Forward-looking statements are based on current expectations of future events. Travelport Limited cannot assure that any forward-looking statement will be accurate. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual events could vary materially from those anticipated. Investors should understand that it is not possible to predict or identify all such factors and should not consider this to be a complete statement of all potential risks and uncertainties. Travelport Limited assumes no obligation to update any forward-looking statements as a result of future events or developments.

SIGNATURE

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

TRAVELPORT LIMITED
By:	/s/ Rochelle J. Boas
	Rochelle J. Boas
	Senior Vice President and Assistant Secretary

Date: September 23, 2011

TRAVELPORT LIMITED
CURRENT REPORT ON FORM 8-K
Report Dated September 23, 2011 (September 22, 2011)

EXHIBIT INDEX

99.1	Amendment No. 1, dated September 23, 2011, to Disclosure Statement, dated September 21, 2011.
99.2	Letter from Dewey & LeBoeuf LLP, dated September 22, 2011.

EX-99.1

Exhibit 99.1

Amendment No. 1, dated September 23, 2011, to Travelport Holdings Limited’s Disclosure
Statement for the Prepetition Solicitation of Votes with Respect to the Prepackaged Plan of
Reorganization of Travelport Holdings Limited, dated September 21, 2011

     This amendment, dated September 23, 2011 (this “Amendment”), amends and restates certain information in the Disclosure Statement, dated September 21, 2011, for the Prepetition Solicitation of Votes with Respect to the Prepackaged Plan of Reorganization of Travelport Holdings Limited (the “Disclosure Statement”). This Amendment forms a part of and should be read in conjunction with the Disclosure Statement, including all risk factors contained therein (as may be amended and restated by this Amendment). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Disclosure Statement.

     This Amendment updates, amends and restates certain information in the Disclosure Statement, and, accordingly, to the extent inconsistent, the information in this Amendment supersedes the information contained in the Disclosure Statement. Any statement that is updated or superseded shall not be deemed to constitute a part of the Disclosure Statement except as amended, restated and/or superseded by this Amendment. Information contained in the Disclosure Statement and not addressed in this Amendment remains unchanged.

     Copies of the Disclosure Statement may be obtained at no cost by contacting:

AlixPartners, LLP
2101 Cedar Springs Road, Suite 1100
Dallas, TX 75201
Attn: John Franks
1-888-369-6608

The language in the risk factor located at pages 39-40 in Section VI.C of the Disclosure Statement is amended and restated in its entirety as follows:

Trends in pricing and other terms of agreements among airlines and travel agencies have become less favorable to Travelport, and a further deterioration may occur in the future which could reduce Travelport’s revenue and margins.

          A significant portion of Travelport’s revenue is derived from fees paid by airlines for bookings made through Travelport’s GDS. Airlines have sought to reduce or eliminate these fees in an effort to reduce distribution costs. One manner in which they have done so is to differentiate the content, in this case, the fares and inventory, that they provide to Travelport and to Travelport’s GDS competitors from the content that they distribute directly themselves. In these cases, airlines provide some of their content to GDS, while withholding other content, such as lower cost web fares, for distribution via their own supplier.com websites unless the GDS agree to participate in a cost reduction program. Certain airlines have also threatened to withdraw content, in whole or in part, from individual GDS as a means of obtaining lower booking fees or, alternatively, to charge GDS to access their lower cost web fares. Airlines also have aggressively expanded their use of the direct online distribution model for tickets in the United States and in Europe in the last ten years, with such ticket sales generating more than 30% of revenue for airlines in the United States in 2008, compared to less than 3% of revenue in 1999. There also has been an increase in the number of airlines which have introduced unbundled, “à la carte” sales and optional services, such as fees for checked baggage or premium seats, which threaten to further fragment content and disadvantage GDS by making it more difficult to deliver a platform that allows travel agencies to shop for a single, “all-inclusive” price for travel.

          Travelport has entered into full-content agreements with most major carriers in the Americas and Europe, and a growing number of carriers in the Middle East and Africa, which provides Travelport 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 a contract duration usually ranging from three to seven years. In addition, Travelport has entered into agreements with most major carriers in the Asia Pacific Region which provide it with access to varying levels of their content. Travelport may not be able to renew these agreements on a commercially reasonable basis or at all. If Travelport is unable to renew these agreements, it may be disadvantaged compared to Travelport’s competitors, and Travelport’s financial results could be adversely impacted. The full-content agreements have required Travelport to make significant price concessions to the participating airlines. If Travelport is required to make additional concessions to renew or extend the agreements, it could result in an increase in Travelport’s distribution expenses and have a material adverse effect on Travelport’s business, financial condition or 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 Travelport to the same extent or on the same terms as they do now. For example, Travelport’s contracts with two of the largest U.S. travel suppliers, US Airways and American Airlines, representing approximately 8% of transaction processing revenue for the year ended December 31, 2010, were up for renewal in 2011. On July 29, 2011, Travelport and American Airlines announced that the existing full content agreements between American and Travelport’s GDS, Apollo, Galileo and Worldspan, have been extended concurrently and are no longer due to expire in 2011. On August 28, 2011, Travelport announced that its existing content agreement with US Airways will continue well into 2012. Travelport is in discussions with American Airlines and US Airways to renew or extend their current full-content agreements with Travelport. In addition, certain full-content agreements may be terminated earlier pursuant to the specific terms of each agreement. A substantial reduction in the amount of content received from the participating airlines or changes in pricing options could also negatively affect Travelport’s revenue and financial condition. Equally, the removal of the discounts presently provided to these carriers under these agreements could also positively affect Travelport’s revenue and financial condition.

          In addition, GDS have implemented, in some countries, an alternative business and financial model, generally referred to as the “opt-in” model, for travel agencies. Under the “opt-in” model, travel agencies are offered the opportunity to pay a fee to the GDS or to agree to a reduction in the financial incentives to be paid to them by the GDS in order to be assured of having access to full content from participating airlines or to avoid an airline-imposed surcharge on GDS-based bookings. There is pressure on GDS to provide highly competitive terms for such “opt-in” models as many travel agencies are dual automated, subscribing to more than one GDS at any given time. The “opt-in” model has been introduced in a number of situations in parallel with full-content agreements between Travelport and certain airlines to recoup certain fees from travel agencies and to offset some of the discounts provided to airlines in return for guaranteed access to full content. The rate of adoption by travel agencies, where “opt-in” has been implemented, has been very high. If airlines require further discounts in connection with guaranteeing access to full content and in response thereto the “opt-in” model becomes widely adopted, Travelport could receive lower fees from the airlines. These lower fees are likely to be only partially offset by new fees paid by travel agencies and/or reduced inducement payments to travel agencies, which would adversely affect Travelport’s results of operations. In addition, if travel agencies choose not to opt in, such travel agencies would not receive access to full content without making further payment, which could have an adverse effect on the number of segments booked through Travelport’s GDS.

          The level of fees and commissions Travelport pays to travel agencies is subject to continuous competitive pressure as Travelport renews its agreements with them. If Travelport is required to pay higher rates of commissions, it will adversely affect Travelport’s margins.

The language in the risk factor located at page 42 in Section VI.C of the Disclosure Statement is amended and restated in its entirety as follows:

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

     Travel suppliers are seeking to decrease their reliance on third-party distributors, including GDS, for distribution of their content. For example, some travel suppliers have created or expanded efforts to establish commercial relationships with online and traditional travel agencies to 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 incentives such as bonus miles or loyalty points, lower or no transaction or processing fees, priority waitlist clearance or e-ticketing for sales through these channels. In addition, metasearch travel 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, the percentage of bookings made without the use of a GDS at any stage in the chain between suppliers and end-customers, which Travelport estimates was approximately 58% in 2010, may continue to increase. In this regard, American Airlines terminated certain agreements with Orbitz Worldwide in November 2010, in pursuit of a direct connect relationship with American Airlines rather than Orbitz Worldwide making bookings through Travelport’s GDS. Although the agreements were subsequently extended and are no longer due to expire in 2011, legal action on the matter continues. In addition, efforts by other major airlines to encourage Travelport’s subscribers to book directly rather than through Travelport’s GDS will adversely affect Travelport’s results of operations.

     Furthermore, recent trends towards disintermediation in the global travel industry could adversely affect Travelport’s GDS business. For example, airlines have made some of their offerings unavailable to unrelated distributors, or made them available only in exchange for lower distribution fees. Some low cost carriers distribute exclusively through direct channels, bypassing GDS and other third-party distributors completely and, as a whole, have increased their share of bookings in recent years, particularly in short-haul travel. 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 developed by new entrants to the global distribution marketplace. Such new entrants propose technology that is purported to be less complex than traditional GDS, which they claim 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 Travelport’s GDS, then Travelport’s 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 connect channels between travel suppliers and travel agencies, as well as new technologies that allow travel agencies and consumers to bypass a GDS, increases in travel volumes, particularly air travel, may not translate in the same proportion to increases in volume passing through Travelport’s GDS, and Travelport may therefore not benefit from a cyclical recovery in the travel industry to a similar extent as other industry participants.

EX-99.2

Exhibit 99.2

	Dewey & LeBoeuf LLP
	333 South Grand Avenue
	Suite 2600
	Los Angeles, CA 90071-1530
	T (213) 621-6000
	F (213) 621-6100

September 22, 2011

VIA ELECTRONIC MAIL AND FEDERAL EXPRESS

Travelport Limited
Travelport LLC
Travelport, Inc.
Travelport Holdings Limited
300 Galleria Parkway
Atlanta, GA 30389
Attention: Eric J. Bock, Esq.
                 General Counsel

Jay M. Goffman, Esq.
Skadden, Aprs. Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Jay.goffman@skadden.com

Re: Potential Events of Default Under the Indenture (the “Indenture”) dated as of August 23, 2006, among Travelport LLC (the “Company”), Travelport, Inc., the Guarantors (as defined in the Indenture) listed therein, and the Bank of Nova Scotia Trust Company of New York (the “Trustee”) Respecting the Senior Dollar Floating Rate Notes, the Senior Euro Floating Rate Notes and the 9.875% Senior Notes due 2014 (collectively, the “Senior Notes”)

Gentlemen:

               I am writing as counsel to several holders of the Senior Notes (the “Noteholders”) including holders of more than 25% of the outstanding principal amount of the Senior Notes regarding potential events of defaults under the Indenture.¹ These include, but are not limited to:

I. The transfer of $135 million in Second Lien Term Loans to a newly-formed subsidiary (“Newco”), which is not a Permitted Investment given the definition of

¹ The analysis set forth herein is also applicable to the Company’s 9.0% Senior Notes due 2016.

Dewey & LeBoeuf LLP is a New York limited liability partnership.

New York | London | Washington, DC | Abu Dhabi | Albany | Almaty | Beijing | Boston | Brussels

Chicago | Doha | Dubai | Frankfurt | Hong Kong | Houston | Johannesburg (pty) ltd. | Los Angeles

Madrid | Milan | Moscow | Paris | Riyadh affiliated office | Rome | San Francisco | Silicon Valley | Warsaw

Travelport Limited
September 22, 2011
Page 2

	Investment in the Indenture and the fact that any “investment” must be with an expectation of an economic return; and
II.	Newco’s guarantee of Tranche A (as hereinafter defined), and its subsequent transfer of $135 million in Second Lien Term Loans to the holders of Tranche A, because Newco will be a Restricted Subsidiary at these times, not an Unrestricted Subsidiary as is erroneously assumed in the Restructuring (as hereinafter defined).

               The Noteholders have also concluded that the Company’s issuance of $342.5 million in Second Lien Term Loans and payment of $85 million in cash solely for the benefit of the holders of PIK Notes would likely be fraudulent transfers, given serious questions whether the Company will be able to pay its debts as a result. Further, the Noteholders have requested, but been denied, information to back up the $292 million “basket” in Section 4.07 of the Indenture, which is inconsistent with the $240 million estimate provided by the Company on an August 4, 2011, conference call. The Noteholders are examining all of the remedies they may have against all relevant parties, including those arising from the violations of express terms of the Indenture detailed in this letter.

               On September 19, 2011, Travelport Limited filed its report under Form 8-K (the “Report”) respecting the announcement by the Company’s indirect parent, Travelport Holdings Limited (the “PIK Borrower”) of an “agreement in principal [sic]” for a proposed restructuring (the “Restructuring”) of the PIK Borrower’s senior unsecured payment-in-kind term loans (the “PIK Loans”). Exhibit 99.2 to the Report consists of a “Public Lender Presentation” (the “Presentation”) dated September 19, 2011, which includes a summary description of the Restructuring. We note that earlier today, Travelport Limited released a report on Form 8-K attaching solicitation materials respecting a “Prepackaged Plan of Reorganization” of PIK Borrower, raising obvious concerns about a potential bankruptcy filing by one or more counterparties to Holdings and the Company in the Restructuring.

               The Restructuring requires the Company to issue $342.5 million in second lien term loans (the “Second Lien Term Loans”) to Holdings and for Holdings to (i) distribute $207.5 million of the Second Lien Term Loans to its direct parent company, PIK Borrower (the “Holdings Distribution”), without consideration; and (ii) transfer $135 million of the Second Lien Term Loans (the “Newco Transfer”) to Newco, which will exist solely to play its part in the Restructuring and for no other apparent purpose. The Restructuring provides for Newco (i) to guarantee (the “Newco Guarantee”) $135 million of the PIK Loans (defined in the Presentation as “Tranche A”); and (ii) if Tranche A is not repaid by September 30, 2011, to transfer (the “Guarantee Transfer”) the $135 million in Second Lien Term Loans transferred to it by Holdings to the holders of Tranche A of the PIK loans. The Presentation does not disclose any means by which the PIK Borrower will repay Tranche A of the PIK Loans on or before the date they mature, or how the Newco Guarantee will otherwise be performed.

Travelport Limited
September 22, 2011
Page 3

               Section 4.11² of the Indenture provides that “Holdings will not and will not permit any of its Restricted Subsidiaries to make any . . . transfer or otherwise dispose of any of its properties or assets to . . . or enter into or make or amend any transaction, contract, agreement . . . or guarantee with or for the benefit of any Affiliate of Holdings . . .” unless each of Sections 4.11(a)(1) and (2) are satisfied or an exception contained in Section 4.11 (b) applies. The Newco Transfer is clearly a transfer or disposition of property or assets of Holdings to Newco (an Affiliate of Holdings) and a transfer or disposition of property or assets of Holdings for the benefit of PIK Borrower (another Affiliate of Holdings). None of the exceptions contained in Section 4.11(b) allow the transfer to Newco or the transfer for the benefit of PIK Borrower.

               There can be no question that the Newco Transfer is “for the benefit of an Affiliate,” i.e., the PIK Borrower. Under the Restructuring, Holdings will make the Newco Transfer (of $135 million in Second Lien Term Loans) coincident with the Newco Guarantee and for the purpose of enabling Newco to subsequently make the Guarantee Transfer to holders of Tranche A of the PIK Notes. The PIK Notes evidence obligations of the PIK Borrower, an indirect parent of Holdings and an “Affiliate” of Holdings under the Indenture.

               Nothing in the Presentation suggests that compliance with Sections 4.11(a)(1) and (2) is contemplated or could be obtained. Nor do any of the exceptions contained in Section 4.11(b) apply to the Newco Transfer. Holdings does not appear to contemplate relying on Section 4.11(b)(1), inasmuch as if Newco is a “Restricted Subsidiary” the Newco Guarantee and the Guarantee Transfer are both prohibited by the Indenture (The reasons why Newco should be regarded as a Restricted Subsidiary at all relevant times are discussed below.) The exception in 4.11(b)(2) is also inapplicable.

               The Newco Transfer cannot be “a Restricted Payment permitted by Section 4.07 and the definition of ‘Permitted Investments.’” The Newco Transfer is not regarded as a “Restricted Payment” by the Company. Nor is it within the definition of “Permitted Investment.” In the Restructuring, the Second Lien Term Loans to be transferred to Newco are contemplated to be used solely to satisfy the Newco Guarantee via the Guarantee Transfer to the holders of Tranche A. The Indenture definition of “Investment” embraces “all investments . . . in the form of . . . advances or capital contributions.” It is universal in the law that all “investments” have to be made with the aim of generating a return on the invested capital. E.g., Blacks Law Dictionary (9^th ed 2009) (“investment [means] [a]n expenditure to acquire property or assets to produce revenue; a capital outlay”); Woefields Encyclopedia of Banking and Finance (10^th ed 1994) at 651 (“investing [means] [c]ommitting capital with the expectation of profit”).

² The Indenture appears to have a drafting error whereby Sections (a) and (b) thereof were not delineated as such. Section (a) appears to begin at the phrase “Holdings will not . . .” and Section (b) begins with the phrase “The Provisions of Section 4.11(a) . . .”

Travelport Limited
September 22, 2011
Page 4

               Under the terms of the Restructuring, the Newco Transfer is not being made for the essential purpose of or with the essential intent of an “investment.” To the contrary, it is certain that Holdings will make no profit or income as a result of the Newco Transfer notwithstanding that the property transferred is subject to a very substantial risk of loss. Moreover, it is doubtful that Holdings will ever see a return of any portion of the value of the transferred assets, because they will be used only to satisfy PIK Borrower’s obligations under Tranche A via the Newco Guarantee or the Guarantee Transfer. The Newco Transfer, therefore, falls outside the definition of “Investment” and therefore outside the definition of “Permitted Investment” in the Indenture.

               The Newco Guarantee and the making of the Newco Transfer will also violate Section 4.11 of the Indenture because Newco will be a Restricted Subsidiary of Holdings as of the time of any determination required under Section 4.11. Newco must be regarded as a Restricted Subsidiary of Holdings unless it is an “Unrestricted Subsidiary.” A subsidiary may not be an “Unrestricted Subsidiary” if, inter alia, it owns any Indebtedness of Holdings or of any Subsidiary of Holdings. An Unrestricted Subsidiary is defined as “any Subsidiary of Holdings which at the time of determination is an Unrestricted Subsidiary (as designated by Holdings as provided below.)” Accordingly, any determination whether Holdings has or has permit[ted] any of its Restricted Subsidiaries to violate Section 4.11 of the Indenture requires a determination whether relevant Subsidiaries are Unrestricted Subsidiaries or Restricted Subsidiaries when the possibility of a violation is to be determined. Under the Indenture, this is to be done, according to the definition of “Unrestricted Subsidiary,” not at the time of designation, but at the “time of determination.”

               Prior designation by Holdings is, therefore, a necessary, but not a sufficient, condition to evaluate whether a subsidiary should be regarded as a Restricted Subsidiary for the purpose of determining whether there has been a violation of the Indenture. To construe the Indenture otherwise would be inconsistent with the elementary principle of contract interpretation that language in a contract be given meaning and effect wherever possible. In any event, it would seem that a subsidiary created for the purpose of holding “Indebtedness of” and to hold a “Lien on . . . property of Holdings or any Subsidiary of Holdings” can never be an Unrestricted Subsidiary.

               In addition to the foregoing, the Newco Transfer violates the Indenture whether or not the Newco Transfer is a “Permitted Investment” and whether Newco is a “Restricted Subsidiary” or an “Unrestricted Subsidiary.”. The Newco Transfer is a transfer to Newco. It is also a transfer for the benefit of the PIK Borrower, an Affiliate of Holdings. Even assuming that Newco is an “Unrestricted Subsidiary” and the Newco Transfer is a “Permitted Investment,” the exception contained in Section 4.11(b)(2) at most permits the initial transfer to be made to Newco. It does not permit the granting of a benefit to the PIK Borrower.

Travelport Limited
September 22, 2011
Page 5

               For all of the foregoing reasons, any agreement to implement the Restructuring, and the consummation of the Restructuring, will result in one or more defaults and Events of Default under the Indenture. Accordingly, the Noteholders demand that Holdings and its Affiliates cease and desist from taking any steps to document or consummate the Restructuring.

               We have examined publicly available information, including disclosure that the “RPK capacity” was estimated at $240 million by the Company’s Chief Financial Officer during a public conference call conducted on August 4, 2011, to determine whether each of the Holdings Distribution, the $85 million in cash proposed to be distributed by Holdings to the PIK Borrower, and the Newco Guarantee and/ or the Newco Transfer are permitted under Section 4.07 of the Indenture. Our initial calculations, which are based upon admittedly incomplete information, do not generate sufficient room under the provisions of Section 4.07 of the Indenture to allow Restricted Payments of approximately $292.5 million as contemplated by the Restructuring. We therefore request that you provide us with the Company’s calculation of the amounts available in the Restricted Payment basket or, using the Company’s terminology “RPK Capacity” particularly if that number has changed since the August 4 conference call or if the disclosure made during that conference call was inaccurate.

               Lastly, it appears self-evident that numerous persons and entities, including the PIK Borrower, intend, through the Restructuring, to interfere with the Noteholders’ contractual rights under the Indenture and otherwise. You should be assured that the Noteholders will thoroughly investigate all of the rights and remedies that may arise out of such conduct.

               This communication has been drafted under severe time constraints and in the absence of any information concerning the Restructuring beyond what was included in the Report. The statements contained herein should be regarded as preliminary in nature and may be supplemented or revised from time to time.

Travelport Limited
September 22, 2011
Page 6

               The Noteholders reserve all rights and remedies they may have under the Indenture, the Senior Notes and pursuant to any and all applicable law.

Sincerely,

/S/Bruce Bennett

Bruce Bennett

BM/mah

cc:	Travelport Limited
	405 Lexington Avenue
	New York, NY 10178
	Attention: Eric J. Bock, Esq.
	The Bank of Nova Scotia
	Nova Scotia Trust Company of New York
	One Liberty Plaza, 23rd Floor
	New York, NY 10006

cc via email:	Christopher Moore, Esq.
	cmoore@cravath.com
	Alan Kornberg, Esq.
	akornberg@paulweiss.com
	Mr. Peter Corbell
	peter.corbell@moelis.com