10-Q

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Table of Contents

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

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
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)

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

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

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

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 May 12, 2009, there were 12,000 shares of the Registrants' common stock, par value $1.00 per share, outstanding.

Table of Contents

		Page
PART I	Financial Information	4
Item 1.	Financial Statements	4
	Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 2009 and 2008	4
	Consolidated Condensed Balance Sheets as of March 31, 2009 and December 31, 2008	5
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008	6
	Consolidated Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended March 31, 2009	7
	Notes to Consolidated Condensed Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II	Other Information	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults upon Senior Securities	34
Item 4.	Submission of Matters to a Vote of Security Holders	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
	Signatures	35

1

FORWARD-LOOKING STATEMENTS

        The forward-looking statements contained herein involve risks and uncertainties. Many of the statements appear, in particular, in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "potential," "should," "will" and "would" or other similar words. You should read statements that contain these words carefully because they discuss our future priorities, goals, strategies, actions to improve business performance, market growth assumptions and expectations, new products, product pricing, changes to our business processes, future business opportunities, capital expenditures, financing needs, financial position and other information that is not historical information or state other "forward-looking" information. The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

•

factors affecting the level of travel activity, particularly air travel volume, including security concerns, natural disasters, health concerns such as the swine flu and other diseases, the current crisis in the global credit and financial markets and other disruptions;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

our exposure to customer credit risk;

•

pricing, regulatory and other trends in the travel industry;

•

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

•

changes in tax laws and regulations, and interpretations thereof;

•

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

•

financing plans and access to adequate capital on favorable terms.

2

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

        Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the sections captioned "Risk Factors" in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission (the "SEC") on March 12, 2009, as well as any other cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this report could have an adverse effect on our business, results of operations and financial position.

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

3

PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions)

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2009
Net revenue	$	666			$553
Costs and expenses
Cost of revenue		340			278
Selling, general and administrative		183			150
Restructuring charges		9			6
Depreciation and amortization		67			62
Total costs and expenses		599			496
Operating income		67			57
Interest expense, net		(86	)		(66	)
Gain on early extinguishment of debt		9			—
Loss from operations before income taxes and equity in losses of investment in Orbitz Worldwide		(10	)		(9	)
Provision for income taxes		(12	)		—
Equity in losses of investment in Orbitz Worldwide		(7	)		(161	)
Net loss before non-controlling interest in subsidiaries		(29	)		(170	)
Net income attributable to non-controlling interest in subsidiaries		—			(1	)
Net loss attributable to Travelport Limited	$	(29	)		$(171	)

See Notes to Consolidated Condensed Financial Statements

4

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(in millions)

		December 31, 2008			March 31, 2009
Assets
Current assets:
	Cash and cash equivalents		$345			$268
	Accounts receivable, net		372			379
	Deferred income taxes		7			7
	Other current assets		201			151
Total current assets			925			805
Property and equipment, net			491			468
Goodwill			1,732			1,693
Trademarks and tradenames			499			489
Other intangible assets, net			1,552			1,486
Investment in Orbitz Worldwide			214			53
Other non-current assets			151			164
Total assets		$	5,564		$	5,158
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	140		$	111
	Accrued expenses and other current liabilities		758			715
	Current portion of long-term debt		19			20
Total current liabilities			917			846
Long-term debt			3,783			3,726
Deferred income taxes			238			227
Other non-current liabilities			207			205
Total liabilities			5,145			5,004
Commitments and contingencies (note 9)
Shareholders' equity:
	Common shares $1.00 par value; 12,000 shares authorized; 12,000 shares issued and outstanding		—			—
	Additional paid in capital		1,225			1,185
	Accumulated deficit		(773	)		(944	)
	Accumulated other comprehensive loss		(40	)		(95	)
Total shareholders' equity			412			146
Non-controlling interest in subsidiaries			7			8
Total equity			419			154
Total liabilities and equity		$	5,564		$	5,158

See Notes to Consolidated Condensed Financial Statements

5

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)

			Three Months Ended March 31, 2008			Three Months Ended March 31, 2009
Operating activities
Net loss attributable to Travelport Limited			$	(29	)	$	(171	)
Adjustments to reconcile net loss to net cash used in operating activities
		Depreciation and amortization		67			62
		Deferred income taxes		(4	)		(2	)
		Provision for bad debts		4			5
		Gain on early extinguishment of debt		(9	)		—
		Amortization of debt issuance costs		5			4
		Gain on interest rate derivative instruments		—			(5	)
		Equity in losses of investment in Orbitz Worldwide		7			161
		Non-controlling interest in subsidiaries		—			1
		FASA liability		(8	)		(8	)
Changes in assets and liabilities, net of effects from acquisitions and disposals
	Accounts receivable			(78	)		(21	)
	Other current assets			(4	)		6
	Accounts payable, accrued expenses and other current liabilities			9			(32	)
Other				(11	)		(9	)
Net cash used in operating activities				(51	)		(9	)
Investing activities
	Property and equipment additions			(13	)		(11	)
	Acquisition related payments			(3	)		—
	Other			(1	)		—
Net cash used in investing activities				(17	)		(11	)
Financing activities
	Principal payments on borrowings			(38	)		(5	)
	Net share settlement for equity-based compensation			—			(7	)
	Distribution to a parent company			—			(42	)
Net cash used in financing activities				(38	)		(54	)
Effect of changes in exchange rates on cash and cash equivalents				4			(3	)
Net decrease in cash and cash equivalents				(102	)		(77	)
Cash and cash equivalents at beginning of period				309			345
Cash and cash equivalents at end of period			$	207		$	268
Supplemental disclosure of cash flow information
Interest payments			$	108		$	90
Income tax payments, net			$	7		$	13

See Notes to Consolidated Condensed Financial Statements

6

TRAVELPORT LIMITED

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(in millions)

	Shareholder's Equity
	Common Stock		Additional Paid In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interest		Total Equity
Balance as of January 1, 2009	$	—	$	1,225		$	(773	)	$	(40	)	$	7	$	419
Distribution to a parent company, net		—		(40	)		—			—			—		(40	)
Comprehensive loss
Net loss		—		—			(171	)		—			1		(170	)
Currency translation adjustment, net of tax		—		—			—			(66	)		—		(66	)
Unrealized gain on cash flow hedges, net of tax		—		—			—			7			—		7
Unrealized actuarial gain on defined benefit plans, net of tax		—		—			—			3			—		3
Unrealized gain on investments, net of tax		—		—			—			1			—		1
Total comprehensive loss															(225	)
Balance as of March 31, 2009	$	—	$	1,185		$	(944	)	$	(95	)	$	8	$	154

See Notes to Consolidated Condensed Financial Statements

7

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

1. Basis of Presentation

        Travelport is one of the world's largest travel services companies serving the global travel industry. It operates 20 leading brands, including Galileo and Worldspan global distribution systems ("GDS") and Gullivers Travel Associates ("GTA"), a wholesaler of travel content. The Company has approximately 5,700 employees and operates in 160 countries. Travelport is a closely held company owned by affiliates of The Blackstone Group ("Blackstone") of New York, Technology Crossover Ventures ("TCV") of Palo Alto, California, One Equity Partners ("OEP") of New York and Travelport management.

        In presenting the Consolidated Condensed Financial Statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management's opinion, the Consolidated Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

2. Recently Issued Accounting Pronouncements

        In March 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 establishes enhanced disclosure requirements for derivatives instruments and hedging activities. The Company adopted the provisions of this statement on January 1, 2009, as required, and included the required disclosures in Note 8—Derivative Instruments, Hedging Activities and Fair Value Disclosures.

        In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interest in Consolidated Financial Statements" ("SFAS No. 160"). SFAS No. 160 requires non-controlling 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 non-controlling interest. SFAS No. 160 also clarifies the accounting and reporting for deconsolidation of a subsidiary. The Company adopted the provisions of this statement on January 1, 2009, as required.

3. Restructuring Charges

        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. Substantially all of the costs incurred were personnel related. The

8

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

3. Restructuring Charges (Continued)

recognition of the restructuring charges and the corresponding utilization during the three months ended March 31, 2009 are summarized by category as follows:

Balance at January 1, 2009	$	10
Restructuring charges		6
Cash payments		(7	)
Balance at March 31, 2009	$	9

        Approximately $2 million of the restructuring charges incurred during the three months ended March 31, 2009 have been recorded within each of the GDS and GTA segments, respectively, and approximately $2 million has been recorded within Corporate and other. The Company expects to incur $5 million of additional restructuring charges during 2009.

        Approximately $6 million and $1 million of the restructuring charges incurred during the three months ended March 31, 2008 were recorded within the GDS and GTA segments, respectively, and approximately $2 million was recorded within Corporate and other. Cash payments were $7 million during the three months ended March 31, 2008.

4. Other Current Assets

        Other current assets consisted of:

	December 31, 2008		March 31, 2009
Derivative contracts	$	50	$	9
Prepaid expenses		40		39
Sales and use tax receivables		45		39
Upfront inducement payments		40		44
Other		26		20
	$	201	$	151

9

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Intangible Assets

        Intangible assets consisted of:

	December 31, 2008						March 31, 2009
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-Amortizable Intangible Assets
Goodwill	$	1,732					$	1,693
Trademarks and tradenames	$	499					$	489
Amortizable Intangible Assets
Customer relationships	$	1,796	$	287	$	1,509	$	1,761	$	317	$	1,444
Vendor relationships and other		50		7		43		48		6		42
	$	1,846	$	294	$	1,552	$	1,809	$	323	$	1,486

        The changes in the carrying amount of goodwill for the Company between December 31, 2008 and March 31, 2009 were as follows:

	December 31, 2008		Foreign Exchange			March 31, 2009
GDS	$	966	$	—		$	966
GTA		766		(39	)		727
	$	1,732	$	(39	)	$	1,693

        The carrying amount of the trademarks and tradenames and other amortizable intangible assets decreased by approximately $47 million as a result of foreign exchange fluctuations.

        Amortization expense relating to all intangible assets was as follows:

	Three Months Ended
	March 31, 2008		March 31, 2009
Customer relationships	$	35	$	33
Vendor relationships and other		—		1
Total	$	35	$	34

        The Company expects amortization expense relating to intangible assets to be approximately $105 million for the remainder of 2009 and $140 million, $135 million, $130 million, $128 million and $124 million for each of the five succeeding fiscal years, respectively.

        As a result of continued adverse conditions in the markets in which the Company operates, the Company continues to monitor goodwill and long-lived intangible assets, as well as long-lived tangible assets, for possible impairment.

10

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

5. Intangible Assets (Continued)

        The assessment of the fair value of goodwill and other intangible assets requires the utilization of various assumptions, including projections of future cash flows and discount rates. A change in these underlying assumptions could cause a change in the results of the tests, and as such, could cause the fair value to be less than the respective carrying amount. Although the Company believes such assets are recoverable as of March 31, 2009, the Company cannot assure that these assets will not be impaired in future periods.

6. Orbitz Worldwide

        The Company accounts for its investment in Orbitz Worldwide under the equity method of accounting. As of March 31, 2009 and December 31, 2008, the Company's investment in Orbitz Worldwide was $53 million and $214 million, respectively. The Company recorded a loss of $161 million and $7 million related to its investment in Orbitz Worldwide for the three months ended March 31, 2009 and 2008, respectively, within the equity in losses of investment in Orbitz Worldwide, line item on the Consolidated Condensed Statements of Operations. Presented below are the summary results of operations for the three months ended March 31, 2008 and 2009 for Orbitz Worldwide.

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2009
Statement of Operations
Net revenue	$	219		$	188
Operating expenses		220			179
Operating income (loss)		(1	)		9
Impairment of long-lived assets		—			(332	)
Interest expense, net		(16	)		(15	)
Loss before income taxes		(17	)		(338	)
Income tax benefit		2			2
Net loss	$	(15	)	$	(336	)

        During the three months ended March 31, 2009 and 2008, approximately $25 million and $28 million, respectively, of net revenue was earned by Orbitz Worldwide through transactions with the Company. As of March 31, 2009 and December 31, 2008, the Company had a balance payable to Orbitz Worldwide of approximately $1 million and $10 million, respectively, related to such transactions, which is included on the Consolidated Condensed Balance Sheet within accrued expenses and other current liabilities.

Impairment

        During the three months ended March 31, 2009, Orbitz Worldwide experienced a significant decline in its stock price and a decline in its operating results due to continued weakness in economic and industry conditions. These factors, coupled with an increase in competitive pressures, indicated a potential impairment of its goodwill and intangible assets. As a result of impairment tests performed

11

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

6. Orbitz Worldwide (Continued)

under SFAS No. 142, "Goodwill and Other Intangible Assets", Orbitz Worldwide concluded that its goodwill and intangible assets were impaired and recorded a non-cash impairment charge of $332 million. See the Orbitz Worldwide Quarterly Report on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission, for further information.

7. Long-Term Debt

        Long-term debt consisted of:

		Maturity	December 31, 2008		March 31, 2009
Senior Secured Credit Facility
Term loan facility
	Dollar-denominated	August 2013	$	1,713	$	1,710
	Euro-denominated	August 2013		488		463
Senior notes
	Dollar-denominated floating rate notes	September 2014		144		144
	Euro-denominated floating rate notes	September 2014		243		231
	97/8% notes	September 2014		443		443
Senior subordinated notes
	117/8% Dollar-denominated notes	September 2016		247		247
	107/8% Euro-denominated notes	September 2016		205		195
Revolver borrowings		August 2012		263		259
Capital leases and other				56		54
Total debt				3,802		3,746
Less: Current portion				19		20
Long-term debt			$	3,783	$	3,726

        The principal amount outstanding under the Euro-denominated long-term debt decreased by approximately $51 million as a result of foreign exchange fluctuations, which are fully offset with foreign exchange hedge instruments contracted by the Company. The unrealized impacts of the hedge instruments are recorded within other current assets and accrued expenses and other current liabilities on the Consolidated Condensed Balance Sheet. The Company repaid approximately $3 million of debt under its senior secured credit facility as required under the senior secured credit agreement and approximately $2 million under its capital lease obligations.

        The Company's aggregate revolving credit facility commitment of $300 million is with a consortium of banks, including Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of Lehman. The $300 million revolving credit agreement has been reduced by $30 million due to LCPI's status as a defaulting lender. As of March 31, 2009, there were $259 million of borrowings outstanding under the Company's revolving credit facility with a remaining capacity of $11 million. As of March 31, 2009, the Company had approximately $142 million of commitments outstanding under the Company's synthetic letter of credit facility, including commitments of approximately $65 million in letters of credit issued

12

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

7. Long-Term Debt (Continued)

by the Company on behalf of Orbitz Worldwide pursuant to the Separation Agreement with Orbitz Worldwide. As of March 31, 2009, this facility has a remaining capacity of $8 million.

8. Derivative Instruments, Hedging Activities and Fair Value Disclosures

        The Company's financial assets and liabilities recorded at fair value consist primarily of derivative instruments. These amounts have been categorized based upon a fair value hierarchy in accordance with SFAS No. 157, "Fair Value Measurement" and are included within the Level 2 category—Significant Other Observable Inputs.

        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. In accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended and interpreted, the Company records all derivatives at fair value either as assets or liabilities. Fair value of derivative instruments is determined using pricing models that use inputs from actively quoted markets for similar instruments and other inputs which require judgment. These amounts include fair value adjustments related to the Company's own credit risk and counterparty credit risk. The effective portion of changes in fair value of derivative designated as cash flow hedging instruments is recorded as a component of other comprehensive income.

        The Company uses foreign currency forward contracts to manage its exposures 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 instrument contracts to manage its foreign currency exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts that the Company utilizes do not qualify for hedge accounting treatment under SFAS No. 133. 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. Changes in fair value of derivatives not designated as hedging instruments are recognized currently in earnings in the statements of operations.

13

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

8. Derivative Instruments, Hedging Activities and Fair Value Disclosures (Continued)

        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, 2008 and March 31, 2009 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. Several derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges. As of March 31, 2009, the Company's interest rate hedges cover transactions for periods that do not exceed three years.

        Presented below is a summary of the fair value of the Company's interest rate swap contracts and foreign exchange forward contracts recorded on the balance sheets at fair value.

		Asset Derivatives							Liability Derivatives
			Fair Value							Fair Value
		Balance Sheet Location	December 31, 2008			March 31, 2009			Balance Sheet Location	December 31, 2008			March 31, 2009
Derivatives designated as hedging instruments under SFAS 133
	Interest rate swaps	Other current assets	$	(34	)	$	(18	)	Accrued expenses and other current liabilities	$	(12	)	$	(18	)
Derivatives not designated as hedging instruments under SFAS 133
	Interest rate swaps	Other current assets		—			—		Accrued expenses and other current liabilities		(27	)		(25	)
	Foreign exchange impact of cross currency swaps	Other current assets		79			25		Accrued expenses and other current liabilities		(6	)		(1	)
	Foreign exchange forward contracts	Other current assets		5			2		Accrued expenses and other current liabilities		(18	)		(12	)
Total derivatives not designated as hedging instruments under SFAS 133				84			27				(51	)		(38	)
			$	50		$	9			$	(63	)	$	(56	)

Presented below is the impact of the Company's interest rate swap contracts and foreign exchange forward contracts in other comprehensive income, for contracts that qualify for hedge accounting

14

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

8. Derivative Instruments, Hedging Activities and Fair Value Disclosures (Continued)

treatment under SFAS 133, and directly into income, for those contracts or portions of contracts that do not qualify for hedge accounting treatment under SFAS 133.

		Amount of Gain (Loss) Recognized in Other Comprehensive Income						Amount of Gain (Loss) Recorded Directly into Income
		Three Months Ended						Three Months Ended
		March 31, 2008			March 31, 2009		Location of Gain (Loss) Recorded Directly into Income	March 31, 2008			March 31, 2009
Derivatives designated as hedging instruments under FSAS 133
	Interest rate swaps	$	(13	)	$	7	Interest expense, net	$	—		$	2
Derivatives not designated as hedging instruments under FSAS 133
	Interest rate swaps						Interest expense, net		—			3
	Foreign exchange forward contracts						Selling, general and administrative		(2	)		(3	)
	Foreign exchange impact of cross currency swaps						Selling, general and administrative		77			(49	)
								$	75		$	(49	)

9. Commitments and 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. There are no new significant claims, legal proceedings or inquiries from those previously reported by the Company in its 2008 Financial Statements included in its Annual Report on Form 10-K filed with the SEC on March 12, 2009.

15

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

9. Commitments and Contingencies (Continued)

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 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.

10. Segment Information

        Management evaluates the performance of the Company based upon net revenue and "EBITDA", which is defined as income (loss) from operations before income taxes and equity in losses of investment in Orbitz Worldwide, interest expense, net and depreciation and amortization, each of which is presented on the Company's Consolidated Condensed 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 EBITDA adjusted to exclude the impact of deferred revenue written off due to purchase accounting on the acquisition of Travelport, 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.

16

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

10. Segment Information (Continued)

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

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2009
GDS
Net revenue	$	592		$	511
Segment EBITDA		164			152
GTA
Net revenue		74			42
Segment EBITDA		9			(11	)
Corporate and other
EBITDA(a)		(30	)		(22	)
Combined Totals
Net revenue	$	666		$	553
EBITDA	$	143		$	119

(a)

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

        Provided below is a reconciliation of EBITDA to loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide:

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2009
EBITDA	$	143		$	119
Interest expense, net		(86	)		(66	)
Depreciation and amortization		(67	)		(62	)
Loss from operations before income taxes and equity in losses of investment in Orbitz Worldwide	$	(10	)	$	(9	)

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

	December 31, 2008		March 31, 2009
GDS	$	3,013	$	3,035
GTA		1,907		1,755
Corporate and other		644		368
Total	$	5,564	$	5,158

17

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

11. Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

        The following consolidating condensed financial information presents the Company's Consolidating Condensed Balance Sheets as of March 31, 2009 and December 31, 2008 and the Consolidating Condensed Statements of Operations and Statements of Cash Flows for the three months ended March 31, 2009 and 2008 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 Guarantor, the Intermediate Parent Guarantor and the Issuer with the guarantor and non-guarantor subsidiaries; and (g) the Company on a consolidated basis, respectively.

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2008

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	289		$	377		$	—	$	666
Cost and expenses
	Cost of revenue		—			—			—			172			168			—		340
	Selling, general and administrative		(2	)		—			4			10			171			—		183
	Restructuring charges		—			—			—			4			5			—		9
	Depreciation and amortization		—			—			—			47			20			—		67
Total costs and expenses			(2	)		—			4			233			364			—		599
Operating income (loss)			2			—			(4	)		56			13			—		67
	Interest expense, net		—			—			(82	)		(4	)		—			—		(86	)
	Gain on early extinguishment of debt		—			—			9			—			—			—		9
	Equity in earnings (losses) of subsidiaries		(31	)		(27	)		50			—			—			8		—
Income (loss) from operations before income taxes and equity in losses of investment in Orbitz Worldwide			(29	)		(27	)		(27	)		52			13			8		(10	)
Provision for income taxes			—			—			—			(2	)		(10	)		—		(12	)
Equity in losses of investment in Orbitz Worldwide			—			(7	)		—			—			—			—		(7	)
Net income (loss) before non-controlling interest in subsidiaries			(29	)		(34	)		(27	)		50			3			8		(29	)
Net income attributable to non-controlling interest in subsidiaries			—			—			—			—			—			—		—
Net income (loss) attributable to Travelport Limited		$	(29	)	$	(34	)	$	(27	)	$	50		$	3		$	8	$	(29	)

18

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

		Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Net revenue		$	—		$	—		$	—		$	296		$	257		$	—		$	553
Cost and expenses
	Cost of revenue		—			—			—			94			184			—			278
	Selling, general and administrative					—						24			126			—			150
	Restructuring charges		—			—			—			5			1			—			6
	Depreciation and amortization		—			—			—			45			17			—			62
Total costs and expenses			—			—			—			168			328			—			496
Operating income (loss)						—						128			(71	)		—			57
	Interest expense, net		—			—			(63	)		(3	)		—			—			(66	)
	Equity in earnings (losses) of subsidiaries		(171	)		59			122			—			—			(10	)		—
Income (loss) from operations before income taxes and equity in losses of investment in Orbitz Worldwide			(171	)		59			59			125			(71	)		(10	)		(9	)
Provision for income taxes			—			—			—			(2	)		2			—			—
Equity in losses of investment in Orbitz Worldwide			—			(161	)		—			—			—			—			(161	)
Net income (loss) before non-controlling interest in subsidiaries			(171	)		(102	)		59			123			(69	)		(10	)		(170	)
Net income attributable to non-controlling interest in subsidiaries			—			—			—			(1	)		—			—			(1	)
Net income (loss) attributable to Travelport Limited		$	(171	)	$	(102	)	$	59		$	122		$	(69	)	$	(10	)	$	(171	)

19

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED BALANCE SHEET
As of December 31, 2008

		Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	94	$	—		$	—		$	189	$	62		$	—		$	345
	Accounts receivable, net		—		—			—			78		294			—			372
	Deferred income taxes		—		—			—			—		7			—			7
	Other current assets		5		—			59			39		98			—			201
Total current assets			99		—			59			306		461			—			925
Investment in subsidiary/intercompany			321		(1,082	)		2,652			—		—			(1,891	)		—
Property and equipment, net			—		—			—			407		84			—			491
Goodwill			—		—			—			990		742			—			1,732
Trademarks and tradenames			—		—			—			313		186			—			499
Other intangible assets, net			—		—			—			945		607			—			1,552
Non-current deferred income taxes			—		—			—			3		(3	)		—			—
Investment in Orbitz Worldwide			—		214			—			—		—			—			214
Other non-current assets			6		—			33			78		34			—			151
Total assets		$	426	$	(868	)	$	2,744		$	3,042	$	2,111		$	(1,891	)	$	5,564
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	—	$	—		$	—		$	27	$	113		$	—		$	140
	Accrued expenses and other current liabilities		14		38			80			125		501			—			758
	Current portion of long-term debt		—		—			10			9		—			—			19
Total current liabilities			14		38			90			161		614			—			917
Long-term debt			—		—			3,736			47		—			—			3,783
Deferred income taxes			—		—			—			30		208			—			238
Other non-current liabilities			—		—			—			152		55			—			207
Total liabilities			14		38			3,826			390		877			—			5,145
Total shareholders' equity/intercompany			412		(906	)		(1,082	)		2,652		1,227			(1,891	)		412
Non-controlling interest in subsidiaries			—		—			—			—		7			—			7
Total equity			412		(906	)		(1,082	)		2,652		1,234			(1,891	)		419
Total liabilities and equity		$	426	$	(868	)	$	2,744		$	3,042	$	2,111		$	(1,891	)	$	5,564

20

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED BALANCE SHEET
As of March 31, 2009

		Parent Guarantor		Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	94	$	—		$	—		$	121	$	53		$	—		$	268
	Accounts receivable, net		—		—			—			86		293			—			379
	Deferred income taxes		—		—			—			—		7			—			7
	Other current assets		2		—			21			35		93			—			151
Total current assets			96		—			21			242		446			—			805
Investment in subsidiary/intercompany			55		(1,316	)		2,373			—		—			(1,112	)		—
Property and equipment, net			—		—			—			391		77			—			468
Goodwill			—		—			—			990		703			—			1,693
Trademarks and tradenames			—		—			—			313		176			—			489
Other intangible assets, net			—		—			—			759		727			—			1,486
Investment in Orbitz Worldwide			—		53			—			—		—			—			53
Non-current deferred income taxes			—		—			—			3		(3	)		—			—
Other non-current assets			6		—			31			79		48			—			164
Total assets		$	157	$	(1,263	)	$	2,425		$	2,777	$	2,174		$	(1,112	)	$	5,158
Liabilities and shareholders' equity
Current liabilities:
	Accounts payable	$	—	$	—		$	—		$	23	$	88		$	—		$	111
	Accrued expenses and other current liabilities		11		30			50			139		485			—			715
	Current portion of long-term debt		—		—			10			10		—			—			20
Total current liabilities			11		30			60			172		573			—			846
Long-term debt			—		—			3,681			45		—			—			3,726
Deferred income taxes			—		—			—			30		197			—			227
Other non-current liabilities			—		—			—			149		56			—			205
Total liabilities			11		30			3,741			396		826			—			5,004
Total shareholders' equity/intercompany			146		(1,293	)		(1,316	)		2,373		1,348			(1,112	)		146
Non-controlling interest in subsidiaries			—		—			—			8		—			—			8
Total equity			146		(1,293	)		(1,316	)		2,381		1,348			(1,112	)		154
Total liabilities and equity		$	157	$	(1,263	)	$	2,425		$	2,777	$	2,174		$	(1,112	)	$	5,158

21

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

TRAVELPORT LIMITED
CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2008

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net income (loss) attributable to Travelport Limited	$	(29	)	$	(34	)	$	(27	)	$	50		$	3		$	8		$	(29	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			—			47			20			—			67
Deferred income taxes		—			—			—			(2	)		(2	)		—			(4	)
Provision for bad debts		—			—			—			2			2			—			4
Gain on early extinguishment of debt		—			—			(9	)		—			—			—			(9	)
Amortization of debt issuance costs		—			—			5			—			—			—			5
Equity in losses of investment in Orbitz Worldwide		—			7			—			—			—			—			7
FASA liability		—			—			—			(8	)		—			—			(8	)
Equity in losses of subsidiaries		31			27			(50	)		—			—			(8	)		—
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			(21	)		(57	)		—			(78	)
Other current assets		—			—			—			3			(7	)		—			(4	)
Accounts payable, accrued expenses and other current liabilities		—			—			(24	)		(10	)		43			—			9
Other		(2	)		—			3			(7	)		(5	)		—			(11	)
Net cash provided by (used in) operating activities		—			—			(102	)		54			(3	)		—			(51	)
Investing activities
Property and equipment additions		—			—			—			(8	)		(5	)		—			(13	)
Acquisition related payments		—			—			—			(3	)		—			—			(3	)
Net intercompany funding		(112	)		(3	)		140			(32	)		7			—			—
Other		—			3			—			—			(4	)		—			(1	)
Net cash provided by (used in) investing activities		(112	)		—			140			(43	)		(2	)		—			(17	)
Financing activities
Principal payments on borrowings		—			—			(38	)		—			—			—			(38	)
Net cash used in financing activities		—			—			(38	)		—			—			—			(38	)
Effect of changes in exchange rates on cash and cash equivalents		—			—			—			—			4			—			4
Net increase (decrease) in cash and cash equivalents		(112	)		—						11			(1	)		—			(102	)
Cash and cash equivalents at beginning of period		221			—			—			(6	)		94			—			309
Cash and cash equivalents at end of period	$	109		$	—		$	—		$	5		$	93		$	—		$	207

22

TRAVELPORT LIMITED

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Unless otherwise noted, all amounts are in millions)

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

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

	Parent Guarantor			Intermediate Parent Guarantor			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Travelport Consolidated
Operating activities
Net income (loss) attributable to Travelport Limited	$	(171	)	$	(102	)	$	59		$	122		$	(69	)	$	(10	)	$	(171	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			—			45			17			—			62
Deferred income taxes		—			—			—			1			(3	)		—			(2	)
Provision for bad debts		—			—			—			—			5			—			5
Amortization of debt issuance costs		—			—			4			—			—			—			4
Gain on interest rate derivative instruments		—			—			(5	)		—			—			—			(5	)
Equity in losses of investments in Orbitz Worldwide		—			161			—			—			—			—			161
Non-controlling interest in subsidiaries		—			—			—			1			—			—			1
FASA liability		—			—			—			(8	)		—			—			(8	)
Equity in losses of subsidiaries		171			(59	)		(122	)		—			—			10			—
Changes in assets and liabilities, net of effects from acquisitions and disposals
Accounts receivable		—			—			—			(8	)		(13	)		—			(21	)
Other current assets		—			—			—			4			2			—			6
Accounts payable, accrued expenses and other current liabilities		—			—			(30	)		10			(12	)		—			(32	)
Other		—			—			(3	)		(4	)		(2	)		—			(9	)
Net cash provided by (used in) operating activities		—			—			(97	)		163			(75	)		—			(9	)
Investing activities
Property and equipment additions		—			—			—			(9	)		(2	)		—			(11	)
Net intercompany funding		42			—			100			(213	)		71			—			—
Net cash provided by (used in) investing activities		42			—			100			(222	)		69			—			(11	)
Financing activities
Principal payments on borrowings		—			—			(3	)		(2	)		—			—			(5	)
Net share settlement for equity-based compensation		—			—			—			(7	)		—			—			(7	)
Distribution to a parent company		(42	)		—			—			—			—			—			(42	)
Net cash used in financing activities		(42	)		—			(3	)		(9	)		—			—			(54	)
Effect of changes in exchange rates on cash and cash equivalents		—			—			—			—			(3	)		—			(3	)
Net decrease in cash and cash equivalents		—			—			—			(68	)		(9	)		—			(77	)
Cash and cash equivalents at beginning of period		94			—			—			189			62			—			345
Cash and cash equivalents at end of period	$	94		$	—		$	—		$	121		$	53		$	—		$	268

23

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

The following discussion should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with the 2008 consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2009. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" beginning on page 2 of this Form 10-Q. Unless otherwise noted, all dollar amounts are in millions.

Segments

GDS—The GDS primarily focuses 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"), 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, which provides hosting solutions and IT software subscription services to airlines, to enable them to focus on their core business competencies and reduce costs.

•

Travelport Business Intelligence, which provides data analysis services to airlines, hotels, car rental companies and other travel companies.

GTA—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 hotel accommodation services directly to consumers.

RESULTS OF OPERATIONS

        Management uses Segment EBITDA (defined as income (loss) from operations before income taxes and equity in losses of investment in Orbitz Worldwide, 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. Management compensates for the limitations of using non-GAAP financial measures by

24

using them to supplement US GAAP results to provide a more complete understanding of the factors and trends affecting the business.

        As 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.

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

	Three Months Ended March 31,						Change
	2008			2009			$			%
Net revenue	$	666			$553		$	(113	)		(17	)
Costs and expenses
Cost of revenue		340			278			62			18
Selling, general and administrative		183			150			33			18
Restructuring charges		9			6			3			33
Depreciation and amortization		67			62			5			7
Total costs and expenses		599			496			103			17
Operating income		67			57			(10	)		(15	)
Interest expense, net		(86	)		(66	)		20			23
Gain on early extinguishment of debt		9			—			(9	)		(100	)
Loss from operations before income taxes and equity in losses of investment in Orbitz Worldwide		(10	)		(9	)		1			(10	)
Provision for income taxes		(12	)		—			12			100
Equity in losses of investment in Orbitz Worldwide		(7	)		(161	)		(154	)		*
Net loss before non-controlling interest in subsidiaries		(29	)		(170	)		(141	)		*
Net income attributable to non-controlling interest in subsidiaries		—			(1	)		(1	)		*
Net loss attributable to Travelport Limited	$	(29	)		$(171	)	$	(142	)		*

*

not meaningful

        The reportable segments presented below represent our operating segments for which separate financial information is available and which is utilized on a regular basis by our 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, we also evaluate the performance of our segments based on EBITDA adjusted to exclude the impact of deferred revenue written off due to purchase accounting on the acquisition of Travelport by an affiliate of The Blackstone Group, 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.

25

        Our results on a segment basis for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 are as follows:

		Three Months Ended March 31,						Change
		2008			2009			$			%
GDS
	Net revenue	$	592	(a)	$	511	(a)		$(81	)		(14	)
	Segment EBITDA		164	(b)		152	(c)		(12	)		(7	)
GTA
	Net revenue		74			42			(32	)		(43	)
	Segment EBITDA		9	(d)		(11	)(e)		(20	)		(222	)
Corporate and other(h)
	EBITDA		(30)	(f)		(22)	(g)		8			27
Combined Totals
	Net revenue	$	666		$	553			(113	)		(17	)
	EBITDA	$	143		$	119			(24	)		(17	)

(a)

Includes $1 million of acquisition related adjustments.

(b)

Includes $6 million of restructuring costs, $15 million of integration related costs, $1 million of acquisition related adjustments and $10 million of synergies.

(c)

Includes $2 million of restructuring costs, $4 million of integration related costs, $1 million of finance transformation costs, $1 million of acquisition related adjustments, $1 million of impairment charges and $33 million of synergies realized related to the Worldspan acquisition.

(d)

Includes $1 million of restructuring costs.

(e)

Includes $2 million of restructuring costs.

(f)

Includes $11 million of one-time transaction costs, $2 million of restructuring costs and $1 million of integration costs related to the acquisition of Worldspan and $9 million gain on early extinguishment of debt.

(g)

Includes $2 million of restructuring costs, $2 million of finance transformation costs, $2 million of sponsor monitoring fees and $3 million of synergies realized related to the Worldspan acquisition.

(h)

Corporate and other includes corporate general and administrative costs not allocated to the segments, as detailed below.

	Three Months Ended March 31,
	2008			2009
Corporate and unallocated expenses	$	(21	)	$	(15	)
Gain on early extinguishment of debt		9			—
Restructuring and related activities		(2	)		(2	)
Transaction and integration costs		(12	)		(2	)
Sponsor monitoring		—			(3	)
Other, including loss on foreign currency		(4	)		—
	$	(30	)	$	(22	)

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        Provided below is a reconciliation of EBITDA to loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide:

		Three Months Ended March 31,
		2008			2009
EBITDA		$	143		$	119
	Interest expense, net		(86	)		(66	)
	Depreciation and amortization		(67	)		(62	)
Loss from continuing operations before income taxes and equity in losses of investment in Orbitz Worldwide		$	(10	)	$	(9	)

Net Revenue

        Net revenue decreased $113 million (17%) as a result of an $81 million (14%) decrease in GDS net revenue and a $32 million (43%) decrease in GTA net revenue.

        GDS net revenue decreased $81 million primarily as a result of a $73 million decrease in GDS revenue and an $8 million decrease in IT services revenue. The GDS revenue decrease is due to a $68 million decrease in GDS booking fees and a $5 million decrease in other GDS revenue. Americas booking fees decreased by $23 million (12%) due to a 16% decline in segments, partially offset by a 5% increase in yield. EMEA booking fees decreased by $34 million (15%) due to a 17% decline in segments, partially offset by a 3% increase in yield. Asia Pacific booking fees decreased $11 million (15%) due to a 16% decline in segments, partially offset by a 1% increase in yield. Other GDS revenue decreased $5 million primarily as a result of a decrease in subscriber fees. IT services revenue decreased $8 million primarily due to a decrease in fares, pricing and hosting revenues.

        GDS has continued to experience reduced global demand, as reflected in the reduction in segments, which is attributable to the current global economic conditions, including lowered consumer confidence, reduced business travel and a reduction in airline capacity.

        GTA net revenue decreased $32 million (43%) primarily as a result of a 30% decrease in total transaction value ("TTV"). The decline in TTV is driven by 19% lower room nights and a 12% reduction in average daily rates.

Cost of Revenue

        Cost of revenue decreased $62 million (18%) as a result of a decrease in GDS of $58 million, and a decrease in GTA of $4 million.

        GDS cost of revenue decreased $58 million (18%), primarily as a result of a $19 million (18%) decrease in telecommunications and technology costs, and a $39 million (17%) decrease in support payments and commissions. The decrease in telecommunications and technology costs reflect the synergies realized following the Worldspan acquisition, including the migration of our data center. The synergies have contributed to a reduction in costs of approximately $18 million in 2009 compared to approximately $4 million in 2008. The 17% decrease in support payments and commissions is consistent with our worldwide decline in volume.

        GTA cost of revenue decreased $4 million (31%) as a result of a decrease in TTV of 30%.

Selling, General and Administrative Expenses (SG&A)

        SG&A decreased $33 million (18%) primarily due to decreases in the GDS and GTA of $7 million and $9 million, respectively, and a $17 million decrease in Corporate and other.

27

        GDS SG&A decreased $7 million (7%) primarily as a result of $9 million of incremental synergies realized during 2009 as a result of the Worldspan acquisition, partially offset by $2 million increase in other administrative costs including costs associated with establishing a new sales and marketing organization in the Middle East. The synergies have contributed to a reduction in costs of approximately $15 million in 2009 compared to $6 million in 2008.

        GTA SG&A decreased $9 million (18%) primarily due to the favorable impact of foreign currency and to decreased travel, outside services and other costs, partially offset by increased bad debt expense of $4 million due to delinquencies experienced in the three months ended March 31, 2009.

        Corporate and other SG&A decreased $17 million (46%) primarily as a result of (i) a $10 million reduction in transaction costs and consulting fees as a result of the one-time transaction costs incurred in 2008, (ii) a $7 million decrease in compensation expense and various other administrative costs as a result of a reduction in incentive compensation expense as a result of not meeting earnings expectations and $3 million of Worldspan synergies realized during 2009.

Restructuring Charges

        Restructuring charges decreased $3 million primarily as a result of a $4 million decrease in restructuring charges in the GDS segment, partially offset by a $1 million increase in the GTA segment. For the three months ended March 31, 2009, approximately $2 million in restructuring charges have been recorded in each of the GDS and GTA segments and $2 million has been recorded within Corporate and other. For the three months ended March 31, 2008, approximately $6 million and $1 million of the restructuring charges have been recorded within the GDS and GTA segments, respectively, and approximately $2 million has been recorded within Corporate and other.

Depreciation and Amortization

        Depreciation and amortization decreased $5 million (7%) primarily due to (i) a $4 million decrease in depreciation expense as a result of accelerated depreciation in 2008 on certain assets relating to the integration of the GDS data center and a (ii) $1 million decrease in amortization expense due to foreign exchange rate fluctuations.

Interest Expense, Net

        Interest expense, net decreased by $20 million (23%) primarily due to (i) a $10 million reduction due to lower interest rates on our term loan facility, (ii) an $8 million reduction as a result of the change in fair value of our interest rate swaps that are not classified as cash flow hedges, and (iii) a $2 million reduction due to a decrease in the long-term debt balance outstanding.

Provision for Income Taxes

        We have no income tax expense for the three months ended March 31, 2009 primarily as a result of lower earnings in foreign jurisdictions. We recorded an income tax expense of $12 million for the three months ended March 31, 2008 primarily as a result of the tax on foreign earnings which cannot be offset by losses incurred in the Unites States for which we have a valuation allowance.

28

Liquidity and Capital Resources

        Our principal source of liquidity is cash flow generated from operations, although the first quarter is typically our seasonally weakest quarter for cash generation. We used $9 million in cash from operations during the three months ended March 31, 2009, which is a $42 million improvement over the same period in 2008. 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 on debt issuances. As of March 31, 2009, our financing needs were supported by $11 million of available capacity under our revolving credit facility reflecting the available capacity of $270 million less outstanding borrowings of $259 million and $8 million of capacity under our synthetic letter of credit facility.

Cash Flows

        At March 31, 2009, we had $268 million of cash and cash equivalents, a decrease of $77 million as compared to December 31, 2008. The following table summarizes such decrease:

		Three Months Ended March 31,						Change
		2008			2009			$
Cash provided by (used in):
	Operating activities	$	(51	)	$	(9	)	$	42
	Investing activities		(17	)		(11	)		6
	Financing activities		(38	)		(54	)		(16	)
Effects of exchange rate changes			4			(3	)		(7	)
Net change in cash and cash equivalents from continuing operations		$	(102	)	$	(77	)	$	25

        Operating Activities.    For the three months ended March 31, 2009, our cash used in operations was $9 million as compared to cash used in operations of $51 million for the three months ended March 31, 2008. The lower use of cash is due primarily to an increase in working capital as a result of accounts receivables which resulted in a cash use of $21 million during 2009 compared to a cash use of $78 million for 2008, offset by the timing of cash used for accounts payables, accrued expenses and other current liabilities which resulted in a cash use of $32 million during 2009 compared to a cash source of $9 million during 2008.

        Investing Activities.    The use of cash from investing activities for the three months ended March 31, 2009 was driven by $11 million of capital expenditures. The use of cash from investing activities for the three months ended March 31, 2008 was driven by $13 million of capital expenditures and $3 million of acquisition related payments.

        Financing Activities.    The use of cash from financing activities for the three months ended March 31, 2009 was $54 million due to $42 million in cash distributions to our parent company, $7 million of payments for a net share settlement for participants of our long-term equity plan, $3 million for mandatory term loan payments and $2 million of capital lease payments. The use of cash from financing activities for the three months ended March 31, 2008 was due to $38 million in cash used to repurchase debt in 2008.

Debt and Financing Arrangements

        The principal amount outstanding under the Euro-denominated long-term debt decreased by approximately $51 million as a result of foreign exchange fluctuations, which are fully offset with

29

foreign exchange hedge instrument contracts. The unrealized impacts of the hedge instruments are recorded within other current assets and liabilities on our Consolidated Condensed Balance Sheet. We repaid approximately $3 million of debt under our senior secured credit facility as required under the senior secured credit agreement and approximately $2 million under our capital lease obligations.

        As of December 31, 2008, we had an aggregate revolving credit facility commitment of $300 million with a consortium of banks, including Lehman Commercial Paper Inc. ("LCPI"), a subsidiary of Lehman. The $300 million revolving credit agreement has been reduced by $30 million due to LCPI's status as a defaulting lender. As of March 31, 2009, there were $259 million of borrowings outstanding under the revolving credit facility with a remaining capacity of $11 million. As of March 31, 2009 we had approximately $142 million of commitments outstanding under the synthetic letter of credit facility, including commitments of approximately $65 millions in letters of credit issued by us on behalf of Orbitz Worldwide pursuant to our Separation Agreement with Orbitz Worldwide. As of March 31, 2009, this facility has a remaining capacity of $8 million.

        As of March 31, 2009, we were in compliance with all restrictive and financial covenants related to our long-term debt.

Foreign Currency Risk

        We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates associated with our foreign currency denominated receivables and payables, Euro-denominated term loan debt and notes and forecasted earnings of foreign subsidiaries. We primarily enter into derivative instruments to manage our foreign currency exposure to the British pound, Euro and Australian dollar. Substantially all the forward contracts we utilize 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.

Interest Rate Risk

        A portion of the debt used to finance much of our operations is exposed to interest rate fluctuations. We use various hedging strategies and derivative financial instruments to create an appropriate mix of fixed and floating rate assets and liabilities. The primary interest rate exposure at March 31, 2009 was to interest rate fluctuations in the United States and Europe, specifically LIBOR and EURIBOR interest rates. We currently use interest rate swaps as the derivative instrument in these hedging strategies. Several derivatives used to manage the risk associated with our floating rate debt were designated as cash flow hedges.

Contractual Obligations

        Our future contractual obligations have not changed significantly from the amounts reported within our 2008 financial statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2009. Any changes to our obligations related to our indebtedness are presented above within the section entitled "Debt and Financing Arrangements."

Item 3.    Quantitative And Qualitative Disclosures About Market Risk

        We assess our market risk based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact in earnings, fair values, and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency rates. We used March 31, 2009 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and

30

exchange rates. We have determined, through such analyses, 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. There have been no material changes in our exposure to market risks from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

Item 4.    Controls and Procedures

(a)

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

Our management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Act, for the period ended March 31, 2009. Based on the evaluation performed, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective.

(b)

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

31

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings.

        There are no material changes from the description of our legal proceedings disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009.

Item 1A.    Risk Factors

        See Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 12, 2009 for a detailed discussion of the risk factors affecting our Company. Other than as set forth below, there are no material changes from the risk factors previously disclosed in our Annual Report on Form 10- K for the year ended December 31, 2008.

Our business is exposed to customer credit risk, against which we may not be able to fully protect.

        Our businesses are subject to the risks of nonpayment and nonperformance by our customers who may fail to make payments according to the terms of our agreements with such customers. For example, our GTA business directly pays hotels for hotel rooms and then relies on its tour operator customers to reimburse GTA for the amounts paid to the hotels. Some of our customers, counterparties and suppliers may be highly leveraged, not well capitalized and subject to their own operating and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. Currently, some of the tour operators with which GTA does business have defaulted on their obligations to pay GTA, which has caused losses to GTA, and such non-payment may continue, and the frequency may increase, in the future. Given the ongoing credit crisis and volatility of the financial markets, we believe customer credit risk will most likely increase in 2009. A lack of liquidity in the capital markets or the continuation of the global recession may cause our customers to increase the time they take to pay or to default on their payment obligations, which could negatively affect our results. In addition, continued weakness in the economy could cause some of our customers to become illiquid, delay payments or adversely affect our collection on their accounts, which could result in a higher level of bad debt expense. We manage our exposure to credit risk through credit analysis and monitoring procedures, and sometimes use credit agreements, prepayments, security deposits and bank guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent our policies and procedures prove to be inadequate, it could negatively affect our financial condition and results of operations.

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, swine flu and Severe Acute Respiratory Syndrome ("SARS");

•

natural disasters, such as hurricanes and earthquakes;

32

•

general economic conditions, particularly to the extent that adverse conditions may cause a decline in travel volume, such as the current crisis in the global credit and financial markets which has caused significantly diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability;

•

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 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.

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

        We operate in approximately 160 countries. The principal risks to which we are subject as a result of having global operations are:

•

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

•

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;

•

changes in tax laws and regulations, and interpretations thereof;

•

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

33

•

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;

•

diminished ability to enforce our contractual rights;

•

currency risks; and

•

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

We have recorded a significant charge to our earnings, and may in the future be required to record an additional significant charge to earnings if our investment in the equity of Orbitz Worldwide continues to be impaired.

        We own approximately 48% of the outstanding equity of Orbitz Worldwide. We are required under generally accepted accounting principles to review our investments in equity interests for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. We have an equity investment in Orbitz Worldwide that we evaluate quarterly for impairment. This analysis is focused on the market value of Orbitz Woldwide shares as compared to the book value of such shares. Factors that could lead to impairment of our investment in the equity of Orbitz Worldwide include, but are not limited to, a prolonged period of decline in the price of Orbitz Worldwide stock or a decline in the operating performance of, or an announcement of adverse changes or events by, Orbitz Worldwide.

        During the three months ended March 31, 2009, Orbitz Worldwide experienced a significant decline in its stock price and a decline in its operating results due to continued weakness in economic and industry conditions. These factors, coupled with an increase in competitive pressures, resulted in Orbitz Worldwide concluding that its goodwill and intangible assets were impairment, and Orbitz Worldwide recorded a non-cash impairment charge of $332 million. As a result of losses incurred by Orbitz Worldwide during 2009, we have recorded a non-cash charge of $161 million related to our investment. We may be required in the future to record additional charges to earnings if our investment in equity of Orbitz Worldwide becomes further impaired. Any such charges would adversely impact our results of operations.

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

        Not Applicable.

Item 3.    Defaults Upon Senior Securities.

        Not Applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.

        Not Applicable.

Item 5.    Other Information.

        Not Applicable.

Item 6.    Exhibits.

        See Exhibit Index.

34

SIGNATURES

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

	TRAVELPORT LIMITED
Date: May 12, 2009	/s/ MICHAEL E. RESCOE Michael E. Rescoe Executive Vice President and Chief Financial Officer
Date: May 12, 2009	/s/ WILLIAM J. SEVERANCE William J. Severance Senior Vice President and Chief Accounting Officer

35

EXHIBIT INDEX

Exhibit No.		Description
	3.1	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	3.2	Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor(Bermuda) Ltd.) (Incorporated by reference to Exhibit 3.4 to the Registration Statement onForm S-4 of Travelport Limited (333-141714) filed on March 30, 2007).
	10.1	Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated 2006 Interest Plan.
	10.2	Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units)—U.S. Senior Leadership Team.
	10.3	Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) for Gordon Wilson.
	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.

36

EX-10.1

Exhibit 10.1

Execution Version

TDS INVESTOR (CAYMAN) L.P.

Fourth Amended and Restated 2006 Interest Plan

SECTION 1.   Purpose.  The purposes of this TDS Investor L.P. Fourth 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 154,753,539, 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)           115,171,436 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-10.2

Exhibit 10.2

[2009 LTIP REUs - US SLT]

MANAGEMENT EQUITY AWARD AGREEMENT
(Restricted Equity Units)

THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of May 1, 2009 by and between TDS Investor (Cayman) L.P., a Cayman Islands limited partnership (the “Partnership”) and <NAME OF EXECUTIVE> (“Executive”).

RECITALS

The Partnership has adopted the TDS Investor (Cayman) L.P. Fourth Amended and Restated 2006 Interest Plan (the “Plan”), a copy of which is attached hereto as Exhibit A.

In connection with Executive’s employment by the Partnership or one of its Subsidiaries (collectively, the “Company”), the Partnership intends concurrently herewith to grant the number of Restricted Equity Units (as defined below) set forth on the signature page hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

1.1.Definitions.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.  In addition to the terms defined in the Partnership Agreement, the terms below shall have the following respective meanings:

“Agreement” has the meaning specified in the Introduction.

“Board” means the board of directors of the General Partner (or, if applicable, any committee of the Board).

“Cause” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Cause” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, (C) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in

connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement.

“Company” has the meaning specified in the Recitals.

“Constructive Termination” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Constructive Termination” means (i) any material reduction in Executive’s base salary or incentive compensation opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives) or (ii) failure of the Company to pay compensation or benefits when due, in each case which is not cured within 30 days following the Partnership’s receipt of written notice from Executive describing the event constituting a Constructive Termination; provided that any event that would otherwise constitute “Constructive Termination” hereunder shall cease to constitute “Constructive Termination” on the 30th day following the later of (x) the occurrence thereof and (y) Executive’s knowledge thereof, unless Executive has given the Partnership written notice thereof prior to such date.

“Disability” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Disability” shall mean Executive shall have become physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Executive’s duties under Executive’s employment.  Any question as to the existence of the Disability of Executive as to which Executive and the Partnership cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Partnership.  If Executive and the Partnership cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.  The determination of Disability made in writing to the Partnership and Executive shall be final and conclusive for all purposes of this Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

“Effective Date” means the date hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Executive” has the meaning specified in the Introduction.

“Other Documents” means the Partnership Agreement, any other management equity award agreement between Executive and the Partnership and any employment agreement by and between Executive and any Partnership, in each case as amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

“Partnership” has the meaning specified in the Introduction.

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“Partnership Agreement” shall mean the Agreement of Limited Partnership, as amended, modified or supplemented from time to time, of the Partnership.

“Travelport EBITDA” means the earnings before interest, taxes, depreciation and amortization of Travelport, as determined by Travelport’s Board of Directors.

 “Unvested Restricted Equity Units” means Restricted Equity Units held by Executive that are subject to any vesting, forfeiture or similar arrangement under this Agreement.

 “Vested Restricted Equity Units” means Restricted Equity Units held by Executive that are no longer subject to any vesting, forfeiture or similar arrangement under this Agreement.

SECTION 2

GRANT OF RESTRICTED EQUITY UNITS

2.1.Restricted Equity Units.  Subject to the terms and conditions hereof, the Partnership hereby grants Executive                                              Restricted Equity Units as is set forth on the signature page to this Agreement and Executive accepts such Restricted Equity Units from the Partnership.  Each “Restricted Equity Unit” represents the right to receive from the Partnership, on the terms and conditions (and at the times) set forth in this Agreement (including Section 3.3), one Class A-2 Interest with a hypothetical capital contribution equal to, on the date hereof, $1 per Class A-2 Interest (but subject to adjustment pursuant to Section 4.3).  The terms of Class A-2 Interests are set forth in, and governed by, the Partnership Agreement and Executive shall have no rights in respect of such Class A-2 Interests until the Company delivers such Class A-2 Interests pursuant to the terms hereof and Executive becomes a Class A-2 Limited Partner pursuant to the Partnership Agreement.

SECTION 3

VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION

3.1.Vesting Schedule.

(a)The Restricted Equity Units granted to Executive under this Agreement shall be eligible for vesting over a four calendar year period beginning on January 1, 2009, with 25% of the total number of Restricted Equity Units (i.e.,                    Restricted Equity Units) eligible for vesting in each of calendar years from 2009 through 2012, inclusive. The Restricted Equity Units eligible for vesting for a particular calendar year shall each be referred to as a “Tranche.”

(b)Vesting for each Tranche will be based upon the Travelport EBITDA, cash flow and/or other financial targets established and defined by the Board, in good faith, during that calendar year (for each year, individually, an “Annual Goal,” and collectively, the “Annual Goals”), which shall be established no later than April 30 of each calendar year (May 7 for 2009). For each Tranche the Board will establish “Threshold,” “Target” and “Stretch” levels for each Annual Goal and the percentage weighting for each Annual Goal (e.g., 50%) (the “Weight”).  After approval by the Board, such Annual Goals, the Weight for each Annual Goal

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and the Threshold, Target and Stretch levels for each Annual Goal for that Tranche shall be communicated in writing to Executive.

(c)Subject to Executive’s continuous active employment (which shall not include employment after the Executive has either given or received notice of termination of employment) with the Company through the January 1 immediately following the applicable calendar year (each, a “Vesting Date”), a percentage of the Restricted Equity Units for that Tranche shall vest prorata based upon the achievement of Travelport Limited (“Travelport”) as compared to each Annual Goal and the Weight assigned to each Annual Goal established by the Board as follows for each applicable calendar year:

(i)if the Annual Goal result is at Stretch level, 100% of the Restricted Equity Units shall vest; or

(ii)if the Annual Goal result is at Target level, 66.7% of the Restricted Equity Units shall vest; or

(iii)if the Annual Goal result is at Threshold level, 33.3% of the Restricted Equity Units shall vest; or

(iv)if the Annual Goal result is between Threshold and Target levels, the number of Restricted Equity Units shall vest based on the interpolation between the number that would have vested at Threshold (33.3%) and the number that would have vested at Target (66.7%); or

(v)if the Annual Goal result is between Target and Stretch levels, the number of Restricted Equity Units shall vest based on the interpolation between the number that would have vested at Target (66.7%) and the number that would have vested at Stretch (100%); or

(vi)if the Annual Goal result is below Threshold level, the Restricted Equity Units for that Annual Goal based on the Weight shall not vest, but the Restricted Equity Units for other Annual Goals shall still be eligible for vesting based upon this Section 3.1(c).

For example, if a Tranche is 100 Restricted Equity Units, the Annual Goals for that Tranche are EBITDA and revenue, and the Weight for EBITDA and revenue is 50% each, then 50 Restricted Equity Units are eligible to vest based on Travelport’s achievement of EBITDA as compared with the Threshold, Target and Stretch levels for that calendar year and 50 Restricted Equity Units are eligible to vest based on Travelport’s achievement of revenue as compared with the Threshold, Target and Stretch levels for that calendar year.  The number of Restricted Equity Units, if any, that vest on each January 1 shall be determined on the date on which Travelport’s annual financial statements are certified by Travelport’s Chief Financial Officer and Chief Accounting Officer, and which date shall be no later than March 31 following the applicable calendar year. The number of Restricted Equity Units that vest for a particular calendar year shall be rounded to the nearest number of whole units.

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(d)For each calendar year’s Tranche of Restricted Equity Units, the number of Restricted Equity Units that do not vest based on Section 3.1(c)(ii)– (vi) shall remain eligible for vesting based upon the Travelport EBITDA, cash flow and/or other financial targets for any other performance period(s) that may, in its sole and complete discretion, be established and defined by the Board in good faith (“the Catch-Up Goals”).  Such Catch-Up Goals may be established by the Board at multiple times on or before December 31, 2012.  The number of Restricted Equity Units, if any, that vest on each January 1 (beginning on January 1, 2011) based on the achievement of Travelport’s results as compared with the Catch-Up Goals shall determined on the date on which Travelport’s annual financial statements for prior calendar year are certified by Travelport’s Chief Financial Officer and Chief Accounting Officer, and which date shall be no later than March 31. The number of Restricted Equity Units that vest based on the Catch-Up Goals shall be rounded to the nearest number of whole units.  All Restricted Equity Units that have not vested on April 1, 2013 shall be forfeited.

(e)Notwithstanding the foregoing in the event that:

(i)a Change in Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested in the unvested Restricted Equity Units at Target (including, for the avoidance of doubt, any Restricted Equity Units that remain unvested due to the failure in any prior calendar year(s) to achieve the Annual Goals at Target)  immediately prior to such Change of Control (and such Restricted Equity Units shall automatically convert to Vested Restricted Equity Units hereunder) and any Restricted Equity Units that remain unvested after such conversion shall be forfeited;

(ii)Executive’s employment with the Company is terminated by the Company other than for Cause, by Executive as the result of a Constructive Termination, or as a result of death or Disability, Executive shall be deemed to have vested in the unvested Restricted Equity Units that would have vested assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (“Accelerated Vesting Date”), (2) that the award vests ratably on a monthly basis beginning on the prior Vesting Date through the Accelerated Vesting Date over the remainder of the performance period that ends on December 31, 2012, and (3) performance at Target.  For example, if Executive was terminated without Cause on September 1, 2009, then Executive will receive 26/48ths vesting of all unvested Restricted Equity Units as of the termination date at Target; and

(iii)Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Sections 3.1(e)(i) and 3.1(e)(ii), Executive shall have no right to further vesting of the Restricted Equity Units that are Unvested Restricted Equity Units (and such Restricted Equity Units shall be Unvested Restricted Equity Units notwithstanding the provisions of this Section 3.1).

3.2.Transfer Prohibited.  Executive may not sell, assign, transfer, pledge or otherwise encumber (or make any other Disposition of) any Restricted Equity Units, except upon the death of Executive.  Upon any attempted Disposition in violation of this Section 3.2, the Restricted Equity Units shall immediately become null and void.

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3.3.Delivery of Class A-2 Interests.

(a)No fractional Class A-2 Interest covered by a Restricted Equity Unit shall be delivered.  No Class A-2 Interest covered by a Restricted Equity Unit shall be delivered to Executive until both (x) the Restricted Equity Unit becomes a Vested Restricted Equity Unit and (y) each of the following conditions precedent to delivery of such Class A-2 Interest shall have been satisfied in full, as determined in the sole discretion of the Board:

(i)One of the following events shall have occurred:

(A)a Change in Control that also qualifies as a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” (as described in Code Section 409A and related guidance (“Section 409A”)) in respect of the Partnership

(B)Executive’s “separation from service” from the Partnership and its Subsidiaries (as described in Section 409A);

(C)April 15, 2013, regardless of whether Executive is employed by the Company on such date;

(D)Executive’s death or Disability (so long as such Disability qualifies as a “disability” under Section 409A); or

(E)if permissible under Section 409A without the imposition of any additional tax in respect of, or current taxation prior to actual delivery of, the Class A-2 Interests, the date that is 12 months following the occurrence of a Qualified Public Offering.

(ii)Executive shall have paid to the Company such amount as may be requested by the Partnership for purposes of depositing any federal, state or local income or other taxes required by law to be withheld with respect to the delivery of the Restricted Equity Units (provided that this condition may be satisfied if Executive instead directs the Company to withhold Class A-2 Interests to cover such required withholding amounts).

(iii)Executive (or Executive’s estate or heirs) and, if applicable, the spouse of Executive (or Executive’s estate or heirs) shall have executed and delivered to the Partnership an Addendum Agreement pursuant to which Executive (or Executive’s estate or heirs) shall have become a party to the Partnership Agreement and a Class A-2 Limited Partner.

3.4.Termination of Restricted Equity Units.

(a)Subject to Section 3.1, Unvested Restricted Equity Units shall be canceled if Executive’s employment with the Company is terminated for any reason (including death or Disability).

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(b)Vested Restricted Equity Units shall be canceled upon the occurrence of the following:

(i)Executive’s breach of the provisions of Section 5 of this Agreement (or any similar agreed-upon obligations of Executive to the Company); or

(ii)termination of Executive’s employment with the Company for Cause.

3.5.Partnership Agreement; Call Rights.  Executive acknowledges receipt of a copy of the Partnership Agreement and represents that Executive understands that (i) the terms of Class A-2 Interests are set forth in, and governed by, the Partnership Agreement, (ii) Executive shall have no rights in respect of such Class A-2 Interests (including any right to receive distributions under the Partnership Agreement) until the Company delivers such Class A-2 Interests pursuant to the terms hereof and Executive becomes a Class A-2 Limited Partner pursuant to the Partnership Agreement and (iii) the Partnership Agreement may be amended or modified from time to time prior to Executive becoming a party thereto pursuant to the terms of the Partnership Agreement.  Notwithstanding the foregoing or anything to the contrary in the Partnership Agreement, Class A-2 Interests delivered pursuant to a Restricted Equity Unit granted pursuant to this Agreement shall not, until the earlier of (a) the end of the Restricted Period (as defined below) or (b) the breach of any covenant contained in Section 5 of this Agreement (the “No-Call Period”), be (i) forfeitable pursuant to Article XII of the Partnership Agreement or (ii) subject to the mandatory purchase provisions of Article XII of the Partnership Agreement; provided that, in each case, any time periods contained in the Partnership Agreement that would otherwise have lapsed during the No-Call Period shall not begin to run until after the expiration of such No-Call Period (or, if later, the date on which the Partnership has actual knowledge of the expiration of such No-Call Period).

SECTION 4
DISTRIBUTION EQUIVALENT RIGHTS

4.1.Payments and Allocations upon Distributions.  If on any date while Restricted Equity Units are outstanding hereunder, the Partnership shall make any distribution to holders of Class A Interests pursuant to Article VIII of the Partnership Agreement, the Partnership shall take the following actions:

(a)the Partnership shall cause the Company to promptly pay Executive an amount, in respect of each Vested Restricted Equity Unit, equal to the amount that would have been payable in respect of the Class A-2 Interest underlying such Vested Restricted Equity Unit if it were issued and outstanding on the date of such distribution (such payment amount, the “Vested Distribution Equivalent Payment”); and

(b)the Partnership shall cause the Company to allocate to a notional account for Executive (the “Notional Account”) an amount, in respect of each Unvested Restricted Equity Unit, equal to the amount that would have been payable in respect of the Class A-2 Interest underlying such Unvested Restricted Equity Unit if it were issued and outstanding on the date of such distribution.

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4.2.Additional Payments upon Vesting.  On any date that any Unvested Restricted Equity Units become Vested Restricted Equity Units, Executive shall be entitled to receive an amount (such amount, the “Unvested Distribution Equivalent Payment” and, together with the Vested Distribution Equivalent Payment, the “Distribution Equivalent Payment”) equal to the product of (x) all amounts then credited to Executive’s Notional Account multiplied by (y) a fraction, the numerator of which shall be the number of Restricted Equity Units that became Vested Restricted Equity Units on such date and denominator of which shall be the total number of Unvested Restricted Equity Units immediately prior to such date.  Upon payment of any Unvested Distribution Equivalent Payment, the amount credited to the Notional Account shall be reduced thereby.

4.3.Adjustments to Hypothetical Capital Contribution.  Upon payment of any Distribution Equivalent Payment, the hypothetical Capital Contribution associated with Class A-2 Interests issued pursuant to the Restricted Equity Units shall be reduced by such Distribution Equivalent Payment (until such hypothetical amount shall equal zero, at which point it shall not be further reduced).

4.4.Withholding.  The Partnership and the Company shall have the right and is hereby authorized to withhold from any Distribution Equivalent Payment the amount of any applicable withholding taxes in respect of such payment and to take such action as may be necessary in the opinion of the Partnership or the Company to satisfy all obligations for the payment of such taxes.  Notwithstanding the foregoing, the Partnership shall, or shall cause one its Subsidiaries to, “gross-up” Executive for any FICA/medicare withholding taxes that will be payable in respect of the vesting of Restricted Equity Units (to the extent such taxes would not otherwise have been payable by Executive during the applicable fiscal year absent such vesting).

SECTION 5

Non-Competition and confidentiality

5.1.Non-Competition.

(a)From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status with any Company or any of its Affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its Affiliates.

(b)During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 5.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to

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questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination.  For purposes of this Section 5.1(b), the term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of Executive’s employment, or then proposed to be conducted, by the Company and its Affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company or its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services).  During the Restricted Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, in any capacity (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company.  Executive acknowledges that the Company’s and its Affiliates businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”).

(c)During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then current clients of the Company or any of its Affiliates for any existing business of the Company or any of its Affiliates or discuss with any employee of the Company or any of its Affiliates information or operations of any business intended to compete with the Company or any of its Affiliates.

(d)During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its Affiliates or solicit or induce any person who is an employee of the Company or any of its Affiliates to terminate any relationship such person may have with the Company or any of its Affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, any employee of the Company or any of its Affiliates.

(e)For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(f)The period of time during which the provisions of this Section 5.1 shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

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(g)Executive agrees that the restrictions contained in this Section 5.1 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement.

(h)It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 5.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

5.2.Confidentiality.

(a)Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(b)“Confidential Information” shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment.

(c)Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its Affiliates); provided that Executive may disclose to any

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prospective future employer the provisions of Section 5 of this Agreement provided they agree to maintain the confidentiality of such terms.

(d)Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company and its Affiliates, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

5.3.Intellectual Property.

(a)If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(b)If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(c)Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works.  The records will be available to and remain the sole property and intellectual property of the Company at all times.

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(d)Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works.  If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(e)Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party.  Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant.  Executive shall comply with all relevant policies and guidelines of the Company, including the Travelport Code of Business Conduct and Ethics and other Company policies regarding the protection of confidential information and intellectual property and potential conflicts of interest.  Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

5.4.Specific Performance.  Executive acknowledges and agrees that the Partnership’s remedies at law for a breach or threatened breach of any of the provisions of this Section 5 would be inadequate and the Partnership would suffer irreparable damages as a result of such breach or threatened breach.  In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Partnership, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  Without limiting the generality of the foregoing, neither party shall oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section 5.

5.5.Survival.  The provisions of this Section 5 shall survive the termination of Executive’s employment for any reason.

SECTION 6

MISCELLANEOUS

6.1.Tax Issues.  THE ISSUANCE OF THE RESTRICTED EQUITY UNITS TO EXECUTIVE AND/OR THE DELIVERY OF THE CLASS A-2 INTERESTS PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS.  EXECUTIVE ACKNOWLEDGES THAT HE HAS CONSULTED HIS

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OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT.  THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX CONSEQUENCES OF EXECUTIVE’S RECEIPT OF THE RESTRICTED EQUITY UNITS AND/OR CLASS A-2 INTERESTS OR THIS AGREEMENT.  EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE RESTRICTED EQUITY UNITS AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE RESTRICTED EQUITY UNITS.

6.2.          Compliance with IRC Section 409A.  Notwithstanding anything herein to the contrary, (i) if at the time Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax.  The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 6.2; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto.

6.3.          Employment of Executive.  Executive acknowledges that he is employed by the Partnership or its Affiliates subject to the terms of his employment agreement with the Partnership (if any).  Any change of Executive’s duties as an employee of the Company shall not result in a modification of the terms of this Agreement.

6.4.          Equitable Adjustments.  Notwithstanding any other provisions in this Agreement, the Partnership Agreement or the Plan to the contrary, in the event of any change in the outstanding Interests after the date hereof 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) (collectively, “Adjustment Events”), the General Partner in its sole discretion and without liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable (taking into consideration such matters, without limitation, as relative value of each class of Interests and the Restricted Equity Units, status of vesting and the nature of the Adjustment Event and its impact on the Interests and the Restricted Equity Units) to the Management Limited Partners as a group, as to (i) the number or kind of Interests or other securities issued or reserved for issuance under the Partnership Agreement in respect of Restricted Equity Units, (ii) the vesting terms under this

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Agreement, (iii) the distribution priorities contained in the Partnership Agreement and/or (iv) any other affected terms hereunder.

6.5.          Calculation of Benefits.  Neither the Restricted Equity Units nor the Class A-2 Interests shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation.

6.6.          Setoff.  The Partnership’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder and under the Partnership Agreement shall be subject to set off, counterclaim or recoupment of amounts owed by such Executive (or any Affiliate of such Executive (or any of its Relatives) that is Controlled by such Executive (or any of its Relatives)) to the Partnership or its Affiliates (including without limitation amounts owed pursuant to the Partnership Agreement).

6.7.          Remedies.

(a)           The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies.  These rights and remedies are given in addition to any other rights the parties may have at law or in equity.

(b)           Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.

6.8.          Waivers and Amendments.  The respective rights and obligations of the Partnership and Executive under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) by such respective party.  This Agreement may be amended only with the written consent of a duly authorized representative of the Partnership and Executive.

6.9.          Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

6.10.        CONSENT TO JURISDICTION.

(a)           EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ALL STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID

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OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD.  EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 6.10 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

  (b)         EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS.  IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 6.14 OF THIS AGREEMENT.

6.11.        Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

6.12.        Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

6.13.        Entire Agreement.  This Agreement and the Other Documents constitute the full and entire understanding and agreement of the parties with regard to the subjects hereof and supersedes in their entirety all other prior agreements, whether oral or written, with respect thereto, except as provided herein.  This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company regarding grants of equity, equity-based or equity-related rights or instruments in any Company (including, for the avoidance of doubt, any rights promised by Cendant Corporation or its Affiliates in respect of any Company), except other agreements with respect to limited partnership interests in the Partnership.

6.14.        Notices.  All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 6.14), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or, deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:

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If to the Partnership, addressed to:

TDS Investor (Cayman) L.P.
c/o Travelport Inc.
405 Lexington Avenue, 57th Floor
New York, NY  10174
Attention:  General Counsel
Fax:  (212) 915-9169

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in the Partnership’s records.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid.  Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

6.15.        No Third Party Beneficiaries.  There are no third party beneficiaries of this Agreement.

6.16.        Agreement Subject to Partnership Agreement and Plan.  By entering into this Agreement, Executive agrees and acknowledges that Executive has received and read a copy of the Partnership Agreement and the Plan and that the Restricted Equity Units are subject to the Partnership Agreement and the Plan.  The terms and provisions of the Partnership Agreement and the Plan as may be amended from time to time are hereby incorporated by reference.  In the event of a conflict between any term or provision contained herein and a term or provision of the Partnership Agreement or the Plan, the applicable terms and provisions of the Partnership Agreement or the Plan will govern and prevail.

6.17.        Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile.

(a)           In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(b)          The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

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(c)           The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(d)          This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

(e)           Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

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IN WITNESS WHEREOF, the Partnership and Executive have executed this Agreement as of the day and year first written above.

COMPANY:
TDS Investor (Cayman) L.P.
By:	TDS Investor (Cayman) GP Ltd.,
	its general partner
By:
Name:
Title:
EXECUTIVE:
<NAME OF EXECUTIVE>
Address:
Telephone No.
Fax No.
WWID:
Number of Restricted Equity Units:

EX-10.3

Exhibit 10.3

[2009 LTIP REUs – G.WILSON]

MANAGEMENT EQUITY AWARD AGREEMENT
(Restricted Equity Units)

THIS MANAGEMENT EQUITY AWARD AGREEMENT (“Agreement”) is made as of May 1, 2009 by and between TDS Investor (Cayman) L.P., a Cayman Islands limited partnership (the “Partnership”) and <NAME OF EXECUTIVE> (“Executive”).

RECITALS

The Partnership has adopted the TDS Investor (Cayman) L.P. Fourth Amended and Restated 2006 Interest Plan (the “Plan”), a copy of which is attached hereto as Exhibit A.

In connection with Executive’s employment by the Partnership or one of its Subsidiaries (collectively, the “Company”), the Partnership intends concurrently herewith to grant the number of Restricted Equity Units (as defined below) set forth on the signature page hereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

1.1.          Definitions.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.  In addition to the terms defined in the Partnership Agreement, the terms below shall have the following respective meanings:

“Agreement” has the meaning specified in the Introduction.

“Board” means the board of directors of the General Partner (or, if applicable, any committee of the Board).

“Cause” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Cause” shall mean (A) Executive’s failure substantially to perform Executive’s duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of 10 days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executive’s employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executive’s duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executive’s duties to the Company, other than de minimis conduct that would not typically result in sanction by an employer of an executive in similar circumstances, (C) 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,  (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its affiliates, or (E) Executive’s breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement (excluding a breach of a confidentiality obligation by a statement made by Executive in good faith in Executive’s employment capacity).

“Company” has the meaning specified in the Recitals.

“Constructive Termination” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Constructive Termination” means (A) any material reduction in Executive’s base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of the Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the  Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executive’s duties and responsibilities as of the date of this Agreement or (D) the primary business office for Executive being relocated by more than 50 miles; provided that any of the events described in clauses (A)-(D) of this definition of “Constructive Termination” shall constitute a Constructive Termination only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a  “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence thereof or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.

“Disability” shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then “Disability” shall mean Executive shall have become physically or mentally incapacitated and is therefore unable for a period of nine (9) consecutive months or for an aggregate of twelve (12) months in any eighteen (18) consecutive month period to perform Executive’s duties under Executive’s employment.  Any question as to the existence of the Disability of Executive as to which Executive and the Partnership cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Partnership.  If Executive and the Partnership cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.  The determination of Disability made in writing to the Partnership and Executive shall be final and conclusive for all purposes of this Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

“Effective Date” means the date hereof.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Executive” has the meaning specified in the Introduction.

“Other Documents” means the Partnership Agreement, any other management equity award agreement between Executive and the Partnership and any employment agreement by and between Executive and any Partnership, in each case as amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

“Partnership” has the meaning specified in the Introduction.

“Partnership Agreement” shall mean the Agreement of Limited Partnership, as amended, modified or supplemented from time to time, of the Partnership.

“Retirement” shall mean the retirement of the Executive from employment with the Company at or beyond the age at which Executive is entitled to retire under the terms of Executive’s contract of employment or earlier with the consent of the Company provided that the Company shall not withhold its consent on the basis of Executive’s age.

“Travelport EBITDA” means the earnings before interest, taxes, depreciation and amortization of Travelport, as determined by Travelport’s Board of Directors.

“Unvested Restricted Equity Units” means Restricted Equity Units held by Executive that are subject to any vesting, forfeiture or similar arrangement under this Agreement.

“Vested Restricted Equity Units” means Restricted Equity Units held by Executive that are no longer subject to any vesting, forfeiture or similar arrangement under this Agreement.

SECTION 2

GRANT OF RESTRICTED EQUITY UNITS

2.1.          Restricted Equity Units.  Subject to the terms and conditions hereof, the Partnership hereby grants Executive                                                Restricted Equity Units as is set forth on the signature page to this Agreement and Executive accepts such Restricted Equity Units from the Partnership.  Each “Restricted Equity Unit” represents the right to receive from the Partnership, on the terms and conditions (and at the times) set forth in this Agreement (including Section 3.3), one Class A-2 Interest with a hypothetical capital contribution equal to, on the date hereof, $1 per Class A-2 Interest (but subject to adjustment pursuant to Section 4.3).  The terms of Class A-2 Interests are set forth in, and governed by, the Partnership Agreement and Executive shall have no rights in respect of such Class A-2 Interests until the Company delivers such Class A-2 Interests pursuant to the terms hereof and Executive becomes a Class A-2 Limited Partner pursuant to the Partnership Agreement.

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SECTION 3

VESTING, TRANSFER PROHIBITED, DELIVERY AND TERMINATION

3.1.Vesting Schedule.

(a)           The Restricted Equity Units granted to Executive under this Agreement shall be eligible for vesting over a four calendar year period beginning on January 1, 2009, with 25% of the total number of Restricted Equity Units (i.e.,                     Restricted Equity Units) eligible for vesting in each of calendar years from 2009 through 2012, inclusive. The Restricted Equity Units eligible for vesting for a particular calendar year shall each be referred to as a “Tranche.”

(b)           Vesting for each Tranche will be based upon the Travelport EBITDA, cash flow and/or other financial targets established and defined by the Board, in good faith, during that calendar year (for each year, individually, an “Annual Goal,” and collectively, the “Annual Goals”), which shall be established no later than April 30 of each calendar year (May 7 for 2009). For each Tranche the Board will establish Threshold, Target and Stretch levels for each Annual Goal and the percentage weighting for each Annual Goal (e.g., 50%) (the “Weight”).   After approval by the Board, such Annual Goals, the Weight for each Annual Goal and the Threshold, Target and Stretch levels for each Annual Goal for that Tranche shall be communicated in writing to Executive.

(c)           Subject to Executive’s continuous active employment (which shall not include employment after the Executive has either given or received notice of termination of employment) with the Company through the January 1 immediately following the applicable calendar year (each, a “Vesting Date”), a percentage of the Restricted Equity Units for that Tranche shall vest prorata based upon the achievement of Travelport Limited (“Travelport”) as compared to each Annual Goal and the Weight assigned to each Annual Goal established by the Board as follows for each applicable calendar year:

(i)if the Annual Goal result is at Stretch level, 100% of the Restricted Equity Units shall vest; or

(ii)if the Annual Goal result is at Target level, 66.7% of the Restricted Equity Units shall vest; or

(iii)if the Annual Goal result is at Threshold level, 33.3% of the Restricted Equity Units shall vest; or

(iv)if the Annual Goal result is between Threshold and Target levels, the number of Restricted Equity Units shall vest based on the interpolation between the number that would have vested at Threshold (33.3%) and the number that would have vested at Target (66.7%); or

(v)if the Annual Goal result is between Target and Stretch levels, the number of Restricted Equity Units shall vest based on the interpolation between the

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number that would have vested at Target (66.7%) and the number that would have vested at Stretch (100%); or

(vi)if the Annual Goal result is below Threshold level, the Restricted Equity Units for that Annual Goal based on the Weight shall not vest, but the Restricted Equity Units for other Annual Goals shall still be eligible for vesting based upon this Section 3.1(c).

For example, if a Tranche is 100 Restricted Equity Units, the Annual Goals for that Tranche are EBITDA and revenue, and the Weight for EBITDA and revenue is 50% each, then 50 Restricted Equity Units are eligible to vest based on Travelport’s achievement of EBITDA as compared with the Threshold, Target and Stretch levels for that calendar year and 50 Restricted Equity Units are eligible to vest based on Travelport’s achievement of revenue as compared with the Threshold, Target and Stretch levels for that calendar year.  The number of Restricted Equity Units, if any, that vest on each January 1 shall be determined on the date on which Travelport’s annual financial statements are certified by Travelport’s Chief Financial Officer and Chief Accounting Officer, and which date shall be no later than March 31 following the applicable calendar year. The number of Restricted Equity Units that vest for a particular calendar year shall be rounded to the nearest number of whole units.

(d)For each calendar year’s Tranche of Restricted Equity Units, the number of Restricted Equity Units that do not vest based on Section 3.1(c)(ii)— (vi) shall remain eligible for vesting based upon the Travelport EBITDA, cash flow and/or other financial targets for any other performance period(s) that may, in its sole and complete discretion, be established and defined by the Board in good faith (“the Catch-Up Goals”).  Such Catch-Up Goals may be established by the Board at multiple times on or before December 31, 2012.  The number of Restricted Equity Units, if any, that vest on each January 1 (beginning on January 1, 2011) based on the achievement of Travelport’s results as compared with the Catch-Up Goals shall determined on the date on which Travelport’s annual financial statements for prior calendar year are certified by Travelport’s Chief Financial Officer and Chief Accounting Officer, and which date shall be no later than March 31. The number of Restricted Equity Units that vest based on the Catch-Up Goals shall be rounded to the nearest number of whole units.  All Restricted Equity Units that have not vested on April 1, 2013 shall be forfeited.

(e)Notwithstanding the foregoing in the event that:

(i)            a Change in Control occurs at a time when Executive is employed by the Company, Executive shall thereupon be deemed to have vested in the unvested Restricted Equity Units at Target (including, for the avoidance of doubt, any Restricted Equity Units that remain unvested due to the failure in any prior calendar year(s) to achieve the Annual Goals at Target)  immediately prior to such Change of Control (and such Restricted Equity Units shall automatically convert to Vested Restricted Equity Units hereunder) and any Restricted Equity Units that remain unvested after such conversion shall be forfeited;

(ii)           Executive’s employment with the Company is terminated by the Company other than for Cause, by Executive as the result of a Constructive Termination,

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or as a result of death or Disability, Executive shall be deemed to have vested in the unvested Restricted Equity Units that would have vested assuming (1) that Executive’s employment continued for eighteen (18) months following the termination of Executive’s employment (“Accelerated Vesting Date”), (2) that the award vests ratably on a monthly basis beginning on the prior Vesting Date through the Accelerated Vesting Date over the remainder of the performance period that ends on December 31, 2012, and (3) performance at Target.  For example, if Executive was terminated without Cause on September 1, 2009, then Executive will receive 26/48th(s) vesting of all unvested Restricted Equity Units as of the termination date at Target; and

(iii)          Executive’s employment with the Company is terminated for any reason, except as set forth, and to the extent provided, in Sections 3.1(e)(i) and 3.1(e)(ii), Executive shall have no right to further vesting of the Restricted Equity Units that are Unvested Restricted Equity Units (and such Restricted Equity Units shall be Unvested Restricted Equity Units notwithstanding the provisions of this Section 3.1).

3.2.Transfer Prohibited.  Executive may not sell, assign, transfer, pledge or otherwise encumber (or make any other Disposition of) any Restricted Equity Units, except upon the death of Executive.  Upon any attempted Disposition in violation of this Section 3.2, the Restricted Equity Units shall immediately become null and void.

3.3.Delivery of Class A-2 Interests.

(a)           No fractional Class A-2 Interest covered by a Restricted Equity Unit shall be delivered.  No Class A-2 Interest covered by a Restricted Equity Unit shall be delivered to Executive until both (x) the Restricted Equity Unit becomes a Vested Restricted Equity Unit and (y) each of the following conditions precedent to delivery of such Class A-2 Interest shall have been satisfied in full, as determined in the sole discretion of the Board:

(i)One of the following events shall have occurred:

(A)a Change in Control that also qualifies as a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” (as described in Code Section 409A and related guidance (“Section 409A”)) in respect of the Partnership

(B)Executive’s “separation from service” from the Partnership and its Subsidiaries, including Retirement;

(C)April 15, 2013, regardless of whether Executive is employed by the Company on such date;

(D)Executive’s death or Disability; or

(E)if permissible without the imposition of any additional tax in respect of, or current taxation prior to actual delivery of, the Class A-2 Interests, the date that is 12 months following the occurrence of a Qualified Public Offering.

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(ii)Executive shall have paid to the Company such amount as may be requested by the Partnership for purposes of remitting any income tax or other taxes required by law to be withheld with respect to the delivery of the Restricted Equity Units (provided that this condition may be satisfied if Executive instead directs the Company to withhold Class A-2 Interests to cover such required withholding amounts).

(iii)Executive (or Executive’s executors or beneficiaries) and, if applicable, the spouse of Executive (or Executive’s executors or beneficiaries) shall have executed and delivered to the Partnership an Addendum Agreement pursuant to which Executive (or Executive’s executors or beneficiaries ) shall have become a party to the Partnership Agreement and a Class A-2 Limited Partner.

3.4.Termination of Restricted Equity Units.

(a)Subject to Section 3.1, Unvested Restricted Equity Units shall be canceled if Executive’s employment with the Company is terminated for any reason (including death or Disability).

(b)Vested Restricted Equity Units shall be canceled upon the occurrence of the following:

(i)Executive’s breach of the provisions of Section 5 of this Agreement (or any similar agreed-upon obligations of Executive to the Company); or

(ii)termination of Executive’s employment with the Company for Cause.

3.5.          Partnership Agreement; Call Rights.  Executive acknowledges receipt of a copy of the Partnership Agreement and represents that Executive understands that (i) the terms of Class A-2 Interests are set forth in, and governed by, the Partnership Agreement, (ii) Executive shall have no rights in respect of such Class A-2 Interests (including any right to receive distributions under the Partnership Agreement) until the Company delivers such Class A-2 Interests pursuant to the terms hereof and Executive becomes a Class A-2 Limited Partner pursuant to the Partnership Agreement and (iii) the Partnership Agreement may be amended or modified from time to time prior to Executive becoming a party thereto pursuant to the terms of the Partnership Agreement.  Notwithstanding the foregoing or anything to the contrary in the Partnership Agreement, Class A-2 Interests delivered pursuant to a Restricted Equity Unit granted pursuant to this Agreement shall not, until the earlier of (a) the end of the Restricted Period (as defined below) or (b) the breach of any covenant contained in Section 5 of this Agreement (the “No-Call Period”), be (i) forfeitable pursuant to Article XII of the Partnership Agreement or (ii) subject to the mandatory purchase provisions of Article XII of the Partnership Agreement; provided that, in each case, any time periods contained in the Partnership Agreement that would otherwise have lapsed during the No-Call Period shall not begin to run until after the expiration of such No-Call Period (or, if later, the date on which the Partnership has actual knowledge of the expiration of such No-Call Period).

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SECTION 4

DISTRIBUTION EQUIVALENT RIGHTS

4.1.Payments and Allocations upon Distributions.  If on any date while Restricted Equity Units are outstanding hereunder, the Partnership shall make any distribution to holders of Class A Interests pursuant to Article VIII of the Partnership Agreement, the Partnership shall take the following actions:

(a)the Partnership shall cause the Company to promptly pay Executive an amount, in respect of each Vested Restricted Equity Unit, equal to the amount that would have been payable in respect of the Class A-2 Interest underlying such Vested Restricted Equity Unit if it were issued and outstanding on the date of such distribution (such payment amount, the “Vested Distribution Equivalent Payment”); and

(b)the Partnership shall cause the Company to allocate to a notional account for Executive (the “Notional Account”) an amount, in respect of each Unvested Restricted Equity Unit, equal to the amount that would have been payable in respect of the Class A-2 Interest underlying such Unvested Restricted Equity Unit if it were issued and outstanding on the date of such distribution.

4.2.Additional Payments upon Vesting.  On any date that any Unvested Restricted Equity Units become Vested Restricted Equity Units, Executive shall be entitled to receive an amount (such amount, the “Unvested Distribution Equivalent Payment” and, together with the Vested Distribution Equivalent Payment, the “Distribution Equivalent Payment”) equal to the product of (x) all amounts then credited to Executive’s Notional Account multiplied by (y) a fraction, the numerator of which shall be the number of Restricted Equity Units that became Vested Restricted Equity Units on such date and denominator of which shall be the total number of Unvested Restricted Equity Units immediately prior to such date.  Upon payment of any Unvested Distribution Equivalent Payment, the amount credited to the Notional Account shall be reduced thereby.

4.3.Adjustments to Hypothetical Capital Contribution.  Upon payment of any Distribution Equivalent Payment, the hypothetical Capital Contribution associated with Class A-2 Interests issued pursuant to the Restricted Equity Units shall be reduced by such Distribution Equivalent Payment (until such hypothetical amount shall equal zero, at which point it shall not be further reduced).

4.4.Withholding.  The Partnership and the Company shall have the right and is hereby authorised to withhold from any Distribution Equivalent Payment the amount of any applicable withholding taxes in respect of such payment and to take such action as may be necessary in the opinion of the Partnership or the Company to satisfy all obligations for the payment of such taxes.  Notwithstanding the foregoing, the Partnership shall, or shall cause one its Subsidiaries to, “gross-up” Executive for any National Insurance Contributions that will be payable in respect of the vesting of Restricted Equity Units (to the extent such taxes would not otherwise have been payable by Executive during the applicable fiscal year absent such vesting).

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SECTION 5

Non-Competition and confidentiality

5.1.Non-Competition.

(a)From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the cause, manner or time of any termination, Executive shall not use his status or former status with any Company or any of its Affiliates (and in the case of former status, for the direct or indirect benefit of any Competitor) to obtain loans, goods or services from another organization on terms that would not be available to him or any Competitor in the absence of his relationship or prior relationship to the Company or any of its Affiliates.

(b)During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the Company and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, that, subject to Section 5.2, nothing herein shall preclude the Company and its Affiliates or Executive from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company and its Affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination.  For purposes of this Section 5.1, the term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity either (x) in which the Executive was involved as an employee of the Company or any of its Affiliates to a material extent in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company or (y) in relation to which the Executive holds Confidential Information (as defined in Section 5.2(a)) and in either case which competes with the businesses conducted during or at the termination of Executive’s employment, or then proposed to be conducted, by the Company and its Affiliates in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company. During the Restricted Period, Executive, without prior express written approval by the Board, shall not (A) engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the management, operation or control of a Competitor, in any capacity (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company.  Executive acknowledges that the Company’s and its Affiliates businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall operate throughout the United Kingdom, the United States and the world (subject to the definition of “Competitor”).

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(c)During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit (whether directly or indirectly) on his own account or on behalf of any Competitor any Clients of the Company or any of its Affiliates or discuss with any employee of the Company or any of its Affiliates information or operations of any business intended to compete with the Company or any of its Affiliates. For the purposes of Section 5.1(c) and 5.1(d), “Client” shall mean any person, firm, company, organization, or enterprise (A) who or which in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company was provided with products or services by the Company or any of its Affiliates or (B) to or with whom in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company, the Company or any of its Affiliates submitted a tender or a proposal, undertook or made a pitch or presentation or with whom or which it was otherwise negotiating for the supply of products or services or (C) in relation to whom the Executive holds Confidential Information (as defined in Section 5.2(a)).

(d)During the Restricted Period, Executive, without prior express written approval from the Board, shall not (whether directly or indirectly) on his own account or on behalf of any Competitor deal with any Client.

(e)During the Restricted Period, Executive shall not (whether directly or indirectly) interfere with the employees or affairs of the Company or any of its Affiliates or solicit or induce any person who is a Key Person to terminate any relationship such person may have with the Company or any of its Affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, any Key Person. For the purposes of this Section 5.1(e), “Key Person” means any person who at the date upon which the Executive ceased to be employed by the Company, or at any point in the preceding 12 month period, (A) was an employee of the Company or any of its Affiliates classified by the Company as Band 9 or above (or equivalent), or (B) who reported directly to the Executive, or (C) with whom the Executive had material dealings.

(f)During the Restricted Period, Executive, without prior written approval from the Board, shall not (whether directly or indirectly) on his own account or on behalf of any Competitor induce, solicit or entice to try to induce, solicit or entice any Supplier to cease conducting business with the Company or any of its Affiliates or reduce the amount of business conducted with the Company or any of its Affiliates or to adversely vary the terms upon which any business is conducted with the Company or any of its Affiliates. For the purposes of this Section 5.1(f), “Supplier” shall mean any person, firm, company, organization or enterprise who or which at any time in the 12 month period preceding the date upon which the Executive ceased to be employed by the Company (A) supplied products or services (other than utilities or products or services provided for routine administrative purposes) to the Company or any of its Affiliates or (B) was negotiating with or had pitched to the Company or any of its Affiliates to supply goods or services (other than utilities or products or services provided for routine administrative purposes) to the Company or any of its Affiliates.

(g)For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in

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a business, firm or entity; provided, that ownership of less than 5% of any class of equity interest in a publicly held company shall not be deemed a Proprietary Interest.

(h)The period of time during which the provisions of this Section 5.1 shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(i)Executive agrees that the restrictions contained in this Section 5.1 are an essential element of the compensation Executive is granted hereunder and but for Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement. The Executive further agrees that the restrictions contained in this Section 5.1 constitute entirely separate, severable and independent restrictions.

(j)It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 5.1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

5.2.Confidentiality.

(a)Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(b)“Confidential Information” shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (iii) required by law to be disclosed; provided that Executive shall give prompt written notice to the

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Company of such requirement, disclose no more information than is so required, and cooperate, at the Company’s cost, with any attempts by the Company to obtain a protective order or similar treatment.

(c)Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement (unless this Agreement shall be publicly available as a result of a regulatory filing made by the Company or its Affiliates); provided that Executive may disclose to any prospective future employer the provisions of Section 5 of this Agreement provided they agree to maintain the confidentiality of such terms.

(d)Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company and its Affiliates, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

5.3.Intellectual Property.

(a)If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(b)If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and

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related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(c)Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works.  The records will be available to and remain the sole property and intellectual property of the Company at all times.

(d)Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works.  If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(e)Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party.  Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant.  Executive shall comply with all relevant policies and guidelines of the Company, including the Travelport Code of Business Conduct and Ethics and other Company policies regarding the protection of confidential information and intellectual property and potential conflicts of interest.  Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

5.4.Specific Performance.  Executive acknowledges and agrees that the Partnership’s remedies at law for a breach or threatened breach of any of the provisions of this Section 5 would be inadequate and the Partnership would suffer irreparable damages as a result of such breach or threatened breach.  In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Partnership, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  Without limiting the generality of the foregoing, neither party shall oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section 5.

5.5.Survival.  The provisions of this Section 5 shall survive the termination of Executive’s employment for any reason.

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SECTION 6

MISCELLANEOUS

6.1.Tax Issues.  THE ISSUANCE OF THE RESTRICTED EQUITY UNITS TO EXECUTIVE AND/OR THE DELIVERY OF THE CLASS A-2 INTERESTS PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS.  EXECUTIVE ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT.  THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO EXECUTIVE REGARDING THE TAX CONSEQUENCES OF EXECUTIVE’S RECEIPT OF THE RESTRICTED EQUITY UNITS AND/OR CLASS A-2 INTERESTS OR THIS AGREEMENT.  EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE RESTRICTED EQUITY UNITS AND SHALL HOLD THE COMPANY, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY EXECUTIVE IN CONNECTION WITH THE RESTRICTED EQUITY UNITS.

6.2.Legal Entitlement.

(a)The Plan shall not form part of Executive’s employment contract. The rights and obligations of Executive under the terms and conditions of his office or employment with the Company are not affected by his participation in the Plan or any right he may have to participate in the Plan and nothing in the Plan, or in any instrument executed pursuant to it, shall confer on any person any right to continue in office or employment. Any person who ceases to be an officer or employee with the Company as a result of the termination of his employment for any reason and however the termination occurs, whether lawfully or otherwise, shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or employment or otherwise to any sum, damages or other benefits to compensate that person for the loss or alteration of any rights, benefits or expectations in relation to any grant of Restricted Equity Units, the Plan or any instrument executed pursuant to it.

(b)Nothing in the Plan shall be deemed to give (i) any Executive any right to participate in the Plan or (ii) any Executive any right to receive further grants of Restricted Equity Units under the Plan.

6.3.Employment of Executive.  Executive acknowledges that he is employed by the Partnership or its Affiliates subject to the terms of his employment agreement with the Partnership (if any).  Any change of Executive’s duties as an employee of the Company shall not result in a modification of the terms of this Agreement.

6.4.Equitable Adjustments.  Notwithstanding any other provisions in this Agreement, the Partnership Agreement or the Plan to the contrary, in the event of any change in the outstanding Interests after the date hereof by reason of any equity dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or

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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) (collectively, “Adjustment Events”), the General Partner in its sole discretion and without liability to any Person shall make such substitution or adjustment, if any, as it deems to be equitable (taking into consideration such matters, without limitation, as relative value of each class of Interests and the Restricted Equity Units, status of vesting and the nature of the Adjustment Event and its impact on the Interests and the Restricted Equity Units) to the Management Limited Partners as a group, as to (i) the number or kind of Interests or other securities issued or reserved for issuance under the Partnership Agreement in respect of Restricted Equity Units, (ii) the vesting terms under this Agreement, (iii) the distribution priorities contained in the Partnership Agreement and/or (iv) any other affected terms hereunder.

6.5.Calculation of Benefits.  Neither the Restricted Equity Units nor the Class A-2 Interests shall be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company and shall not affect any benefits, or contributions to benefits, under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits or contributions is related to level of compensation.

6.6.Setoff.  The Partnership’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder and under the Partnership Agreement shall be subject to set off, counterclaim or recoupment of amounts owed by such Executive (or any Affiliate of such Executive (or any of its Relatives) that is Controlled by such Executive (or any of its Relatives)) to the Partnership or its Affiliates (including without limitation amounts owed pursuant to the Partnership Agreement).

6.7.Remedies.

(a)The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies.  These rights and remedies are given in addition to any other rights the parties may have at law or in equity.

(b)Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy.

6.8.Waivers and Amendments.  The respective rights and obligations of the Partnership and Executive under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) by such respective party.  This Agreement may be amended only with the written consent of a duly authorised representative of the Partnership and Executive.

6.9.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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6.10.CONSENT TO JURISDICTION.

(a)EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ALL STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD.  EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 6.10 OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(b)EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS.  IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 6.14 OF THIS AGREEMENT.

6.11.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

6.12.Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

6.13.Entire Agreement.  This Agreement and the Other Documents constitute the full and entire understanding and agreement of the parties with regard to the subjects hereof and supersedes in their entirety all other prior agreements, whether oral or written, with respect thereto, except as provided herein.  This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company regarding grants of equity, equity-based or equity-related rights or instruments in any Company (including, for the avoidance of doubt, any rights promised by Cendant Corporation or its Affiliates in respect of any Company), except other agreements with respect to limited partnership interests in the Partnership.

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6.14.Notices.  All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 6.14), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service), as set forth below:

If to the Partnership or the Company, addressed to:

TDS Investor (Cayman) L.P.
c/o Travelport Inc.
405 Lexington Avenue, 57th Floor
New York, NY  10174
Attention:  General Counsel
Fax:  (212) 915-9169

If to Executive, to the address set forth on the signature page of this Agreement or at the current address listed in the Partnership’s records.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid.  Each party, by notice duly given in accordance therewith, may specify a different address for the giving of any notice hereunder.

6.15.No Third Party Beneficiaries.  There are no third party beneficiaries of this Agreement.

6.16.Agreement Subject to Partnership Agreement and Plan.  By entering into this Agreement, Executive agrees and acknowledges that Executive has received and read a copy of the Partnership Agreement and the Plan and that the Restricted Equity Units are subject to the Partnership Agreement and the Plan.  The terms and provisions of the Partnership Agreement and the Plan as may be amended from time to time are hereby incorporated by reference.  In the event of a conflict between any term or provision contained herein and a term or provision of the Partnership Agreement or the Plan, the applicable terms and provisions of the Partnership Agreement or the Plan will govern and prevail.

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6.17.Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile.

(a)In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(b)The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(c)The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(d)This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument.

(e)Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

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IN WITNESS WHEREOF, the Partnership and Executive have executed this Agreement as of the day and year first written above.

COMPANY:
TDS Investor (Cayman) L.P.
By:	TDS Investor (Cayman) GP Ltd.,
	its general partner
By:
Name:
Title:
EXECUTIVE:
<NAME OF EXECUTIVE>
Address:
Telephone No.
Fax No.
WWID:
Number of Restricted Equity Units:

EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, Jeff Clarke, certify that:

1.

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

2.

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

3.

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

4.

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

a)

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

b)

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

c)

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

d)

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

5.

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

a)

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

b)

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

Date: May 12, 2009

/s/ JEFF CLARKE
Chief Executive Officer

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Exhibit 31.1

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

I, Michael E. Rescoe, certify that:

1.

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

2.

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

3.

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

4.

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

a)

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

b)

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

c)

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

d)

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

5.

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

a)

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

b)

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

Date: May 12, 2009

/s/ MICHAEL E. RESCOE
Chief Financial Officer

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Exhibit 31.2

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 Quarterly Report of Travelport Limited (the "Company") on Form 10-Q for the period ended March 31, 2009, 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 CLARKE
Jeff Clarke
Chief Executive Officer
May 12, 2009

/s/ MICHAEL E. RESCOE
Michael E. Rescoe
Chief Financial Officer
May 12, 2009

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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