INTERCREDITOR AGREEMENT

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Exhibit 10.90

INTERCREDITOR AGREEMENT

        This INTERCREDITOR AGREEMENT, dated as of February 11, 2005, is among JPMORGAN CHASE BANK, N.A. ("JPMCB"), in its capacity as Administrative Agent under the Credit Agreement (as defined below) (in such capacity, the "Administrative Agent"), THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee and collateral agent under the Indenture referred to below (in its capacity as collateral agent, the "Trustee"), WORLDSPAN TECHNOLOGIES, INC., a Delaware corporation (formerly known as TRAVEL TRANSACTION PROCESSING CORPORATION) (the "Corporate Parent"), WS HOLDINGS LLC, a Delaware limited liability company (the "Limited Partner Parent" and, together with the Corporate Parent, the "Parents"), WORLDSPAN, L.P., a Delaware limited partnership (the "Company"), and each other Obligor (as defined below) party hereto.

W I T N E S S E T H:

WHEREAS, the Company proposes to enter into a credit agreement (among others), dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"), among the Parents, the Company, the various financial institutions from time to time party thereto, J.P. Morgan Securities Inc., as joint advisor, joint book-runner and joint lead arranger, JPMCB, as administrative agent, UBS Securities LLC, as joint advisor, joint book-runner, joint lead arranger and syndication agent, Lehman Brothers Inc., as joint book-runner and joint lead arranger, Deutsche Bank Securities Inc., as joint lead arranger and co-documentation agent, Goldman Sachs Credit Partners L.P., as joint lead arranger and co-documentation agent and Lehman Commercial Paper Inc., as co-documentation agent, which will provide for up to approximately $490,000,000 in aggregate principal amount of borrowings thereunder;

        WHEREAS, the Company proposes to enter into an Indenture, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Indenture"), among the Company, certain of its subsidiaries named therein and the Trustee, governing the rights and duties of the Company under the senior second lien secured floating rate notes due 2011 issued by the Company and WS Financing Corp., a Delaware corporation, in an aggregate principal amount of $300,000,000 (together with any additional notes issued under such Indenture, the "Notes");

        NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural form of the terms indicated) and capitalized terms defined in the Credit Agreement used (but not otherwise defined) herein shall have the meanings ascribed to them in the Credit Agreement:

        "Administrative Agent" means, in addition to the Administrative Agent defined in the preamble, the representative of the lenders under the Credit Agreement then acting as agent or collateral trustee or in a similar capacity for the Secured Parties under the Loan Documents and any successor thereto exercising substantially the same rights and powers.

        "Agreement" means this Intercreditor Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof.

        "Bankruptcy Code" means title 11 of the United States Code (11 U.S.C. 101 et seq.), as in effect from time to time and any successor statute.

        "Collateral" means all of the assets of the Obligors constituting both Lender Collateral and Noteholder Collateral.

        "Company" is defined in the preamble.

 

        "Comparable Noteholder Collateral Document" means, in relation to any Collateral subject to any Lender Security Agreement, that Noteholder Collateral Document which creates a security interest in the same Collateral, granted by the same Obligor, as applicable.

        "Corporate Parent" is defined in the preamble.

        "Credit Agreement" is defined in the first recital; provided that (i) the term "Credit Agreement" shall (x) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original administrative agent and lenders or another administrative agent or agents or other lenders, whether provided under the original Credit Agreement or any other credit or other agreement or agreements or indenture or indentures and whether entered into concurrently with or subsequent to the termination of the prior Credit Agreement); provided that any such renewal, extension, refunding, restructuring, replacement or refinancing does not increase the principal amount thereof beyond the limit set forth in the Indenture as in effect as of the date of this Agreement except to the extent that a larger principal amount is then permitted under the Indenture and (y) exclude the Notes and other Noteholder Documents or any comparable documents governing other Second Priority Claims and (ii) if at any time a Discharge of Lender Claims occurs with respect to the Credit Agreement (without giving effect to Section 5.6), then, to the extent provided in Section 5.6, the term "Credit Agreement" shall mean the Future First-Lien Credit Facility designated by the Company in accordance with the terms of such section.

        "Discharge of Lender Claims" means, except to the extent otherwise provided in Sections 5.6 and 6.5, the payment in full in cash of all Obligations, the expiration, termination or cash collateralization of all Letters of Credit, pursuant (for purposes of cash collateralization) to the terms thereof and the Credit Agreement and any Future First-Lien Credit Facility, the termination of all commitments to extend credit under the Credit Agreement and any Future First-Lien Credit Facility and all specified Hedge Agreements (as defined in the Credit Agreement) and the payment in full in cash of all other Lender Claims, other than those that constitute Unasserted Contingent Obligations.

        "Future First-Lien Credit Facility" means the Credit Agreement and any Credit Facility or Credit Facilities (as defined in the Indenture) that is designated by the Company as a "Credit Facility," which is permitted to be secured by a first lien on the Collateral for purposes of the Indenture; provided that any Credit Agreement in effect at the time of such designation shall expressly permit such designation or that the Secured Parties under any such Credit Agreement shall have consented to such designation.

        "Indenture" is defined in the third recital.

        "Insolvency or Liquidation Proceeding" means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Obligor as a debtor or with respect to any substantial part its assets, (c) any liquidation, dissolution, reorganization or winding up of any Obligor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Obligor.

        "JPMCB" is defined in the first recital.

        "Lender Claims" means (a) all Indebtedness outstanding under one or more of the Loan Documents and the Future First-Lien Credit Facilities, (b) all other Obligations (as defined in the Credit Agreement or any Future First-Lien Facility), and (c) all other obligations under the Loan Documents, in each case including all claims under the Loan Documents for interest, fees, expense reimbursements, indemnification and other similar claims. Lender Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the applicable Loan Document whether or not the claim for such

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interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to the Lender Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then such indebtedness, Obligation (as defined in the Credit Agreement or any Future First-Lien Facility) or obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

        "Lender Collateral" means any of the assets of the Obligors whether real, personal or mixed, in which the Secured Parties or any of them now or hereafter holds a Lien as security for any Lender Claim (regardless of the effect of the application of any laws relating to fraudulent transfers or conveyances).

        "Lender Liens" means Liens on Collateral or Lender Collateral in favor of the Administrative Agent on behalf of the Secured Parties created as collateral security for the Lender Claims.

        "Lender Security Agreement" means any guarantee and collateral agreement, security agreement or similar agreement securing the Obligations under the Credit Agreement.

        "Limited Partner Parent" is defined in the preamble.

        "Loan Documents" means the Credit Agreement, the Loan Documents (as defined in the Credit Agreement), and all documents and instruments evidencing any obligation under any Future First-Lien Credit Facility, and any other related document or instrument executed or delivered pursuant to any Loan Document or Future First-Lien Credit Facility at any time or otherwise evidencing any Lender Claims, as any such document or instrument may from time to time be amended, supplemented, amended and restated or otherwise modified from time to time.

        "Noteholder Claims" means all Indebtedness, Obligations and other liabilities (contingent or otherwise) arising under or with respect to the Noteholder Documents or any of them.

        "Noteholder Collateral" means any of the assets of the Obligors, whether real, personal or mixed, in which the Noteholders or the Trustee or any of them now or hereafter holds a Lien as security for any Noteholder Claim or Second Priority Claim (regardless of the effect of the application of any laws relating to fraudulent transfers or conveyances).

        "Noteholder Collateral Documents" means, collectively, the Noteholder Security Agreement, and any document or instrument executed and delivered pursuant to any Noteholder Document at any time or otherwise pursuant to which a Lien is granted by an Obligor to secure the Noteholder Claims or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

        "Noteholder Documents" means, collectively, the Indenture, the Notes, the Noteholder Collateral Documents and any other related document or instrument executed and delivered pursuant to any Noteholder Document at any time or otherwise evidencing any Noteholder Claims, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

        "Noteholders" means the Persons holding Noteholder Claims.

        "Noteholder Security Agreement" means the Guarantee and Collateral Agreement, dated as of the date hereof, among the Obligors, the Company and the Trustee and any other security agreement or similar agreement securing the Noteholder Claims, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

        "Notes" is defined in the third recital.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness (including,

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with respect to the Lender Claims, "Obligations" (as defined in the Credit Agreement) and any obligation to post cash collateral in respect of letters of credit and any other obligations).

        "Obligors" means the Parents, the Company and any of their respective Subsidiaries that grant a Lien on its property in favor of the Trustee or the Administrative Agent.

        "Parents" is defined in the preamble.

        "Pledged Collateral" means the certificated securities constituting "Collateral" (as defined in the Lender Security Agreement), the "Intercompany Notes" (as defined in the Lender Security Agreement), any other tangible property of any Obligor in the possession of the Administrative Agent (or its agents or bailees) in which a security interest is perfected by such possession or any investment property or deposit account of any Obligor as to which the Administrative Agent (or its agents or bailees) have control and in which a security interest is perfected by such control.

        "Recovery" has the meaning set forth in Section 6.5 hereof.

        "Required Lenders" means, with respect to any amendment or modification of the Credit Agreement or Future First-Lien Facility, or any termination or waiver of any provision of the Credit Agreement or Future First-Lien Facility, or any consent or departure by the Company therefrom, those Secured Parties the approval of which is required to approve such amendment or modification, termination or waiver or consent or departure.

        "Second Priority Claims" means (i) all Indebtedness outstanding under the Noteholder Documents or any comparable documents governing Indebtedness incurred after the date of the Noteholder Documents that was permitted by the Indenture to be incurred and so secured and that has been designated by the Company to the Trustee as being Indebtedness intended to qualify as Second Priority Claims under this Agreement and (ii) all other Obligations (as defined in the Noteholder Documents or such comparable document governing other Second Priority Claims), in each case including all claims under the Noteholder Documents or other comparable document governing any Second Priority Claims for interest, fees, expense reimbursements, indemnification and other similar claims. Second Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the applicable Noteholder Document or any comparable document governing other Second Priority Claims whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding; provided that no future Indebtedness will be treated as Second Priority Claims unless the holders of such Indebtedness (or their representative(s)) execute a Sharing Confirmation and agree to be bound by this Agreement as holders of Second Priority Claims, all as of the date that such future Indebtedness is incurred.

        "Secured Parties" means the "Secured Parties" (as defined in the Credit Agreement) and any other Persons holding Lender Claims, including the Administrative Agent.

        "Sharing Confirmation" means, as to any class or series of Second Priority Claims, the written agreement of the holders of such class or series of Second Priority Claims, as set forth in the indenture or other agreement governing such class or series of Second Priority Claims, for the enforceable benefit of all holders of each other existing and future class or series of Second Priority Claims and each existing and future representative(s) of the Second Priority Claims that all Second Priority Claims shall be and are secured equally and ratably by all Liens at any time granted by the Company or any other Obligor to secure any obligations in respect of such class or series of Second Priority Claims, whether or not upon property otherwise constituting Collateral, that all such Liens shall be enforceable by the Trustee, on behalf of itself and the Noteholders, and the representatives of each other class or series of Second Priority Claims for the benefit of all holders of Second Priority Claims equally and ratably, and that the holders of Obligations in respect of such Second Priority Claims are bound by the provisions in

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this Agreement relating to the order of application of proceeds from enforcement of such Liens, and consent to and direct the Trustee to perform its obligations under this Agreement.

        "Trustee" includes, in addition to the Trustee defined in the preamble, (i) the then acting collateral agent under the Indenture and any successor thereto exercising substantially the same rights and powers and (ii) any representative of any then outstanding Noteholder Claims or Second Priority Claims.

        "Unasserted Contingent Obligations" means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under letters of credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

Section 2. Lien Priorities.

        Section 2.1    Priority.    Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to the Trustee, the Noteholders, each representative of any future series or class of Second Priority Claims or holders of any future series or class of Second Priority Claims on the Collateral or of any Liens granted to the Secured Parties on the Collateral and notwithstanding any provision of the UCC, or any applicable law, the avoidance or setting aside of any Lien granted to the Secured Parties in the Collateral, or the Noteholder Documents (or such comparable documents governing other Second Priority Claims) or the Loan Documents or any other circumstance whatsoever, the Trustee, on behalf of itself and the Noteholders, and each representative of any future series or class of Second Priority Claims, for itself and on behalf of such future creditors, hereby agrees that: (i) any Lien on the Collateral securing the Lender Claims held by the Secured Parties shall be first in priority to any Lien on the Collateral securing the Noteholder Claims or any other Second Priority Claims; and (ii) any Lien on the Collateral held by the Trustee or the Noteholders or any other holders of Second Priority Claims, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be second in priority in all respects to all Liens on the Collateral securing the Lender Claims. All Liens on the Collateral securing the Lender Claims shall be and remain first in priority to all Liens on the Collateral securing the Noteholder Claims or any other Second Priority Claims for all purposes, whether or not such Lender Liens are subordinated to any Lien securing any other obligation of any Obligor.

        Section 2.2    Prohibition on Contesting Liens.    Each of the Trustee, for itself and on behalf of each Noteholder, each representative of any future series or class of Second Priority Claims, for itself and on behalf of such future creditors, and the Administrative Agent, for itself and on behalf of each other Secured Party, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of a Lien held by the Secured Parties or by the Noteholders or any other holders of Second Priority Claims, as the case may be. This Section 2.2 will not prohibit the enforcement by the Administrative Agent or the Secured Parties of the terms of this Agreement.

        Section 2.3    No New Liens.    So long as the Discharge of Lender Claims has not occurred, (a) the parties hereto agree that, (i) none of the Trustee, any Noteholder or any other holder of Second Priority Claims shall acquire any security interest in and shall have no interest in (including following avoidance of any Lender Liens) any property, real or otherwise, of the Parents (other than partnership interests in the Company) or any proceeds thereof and (ii) after the date hereof, if the Trustee or any other holder of Second Priority Claims shall hold any Lien on any assets of any Obligor securing the Noteholder Claims or any other Second Priority Claims that are not also subject to the prior Lien of the Secured Parties under the Loan Documents, the Trustee will notify the Administrative Agent in writing and, upon demand by the Administrative Agent, shall, either release such Lien or assign it to

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the Secured Parties as security for the Lender Claims (unless the applicable Obligor shall promptly grant a similar Lien on such assets in favor of such Secured Parties and such lien shall be prior to the Lien of the Trustee on such assets as a result of this Agreement or otherwise) and (b) each Obligor agrees it will not grant, and the Company agrees it will not permit its Subsidiaries to grant, any Lien on any of its assets, in favor of the Trustee or the Noteholders or the holders of other Second Priority Claims unless such Obligor has granted a similar perfected prior Lien on such assets in favor of the Secured Parties.

        Section 2.4    No Grant of New Liens.    The Company and the Obligors will not grant a Lien on any of their assets (except any capital stock to the extent that Rule 3-16 of Regulation S-X under the Securities Act of 1933 requires (or is replaced with another rule or regulation, or any other law, rule or regulations is adopted, that would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any affiliate of the Company (other than the Parents) due to the fact that such affiliate's capital stock or other securities secure the Notes) securing Lender Claims unless such Obligor has granted a similar perfected Lien on such assets securing the Noteholder Claims and all other outstanding Second Priority Claims on a second priority basis, subject to the provisions of this Agreement, provided that the foregoing shall not affect the validity, perfection or priority of any Lien securing Lender Claims.

Section 3. Enforcement.

        Section 3.1    Exercise of Remedies.    (a) So long as the Discharge of Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, (i) the Trustee and the Noteholders and the holders of other Second Priority Claims and their representative(s) will not (A) exercise or seek to exercise any rights or remedies (including by way of setoff) with respect to any Collateral, institute any action or proceeding with respect to such rights or remedies, including (1) any action of foreclosure, or contest, protest or object to any foreclosure proceeding or action brought by the Administrative Agent or any other Secured Party, (2) any exercise of any right under any control agreement in respect of a deposit account or securities entitlement constituting Collateral, or any bailee's letter or similar agreement or arrangement to which the Trustee, any Noteholder, any holder of other Second Priority Claims or its representative is a party, or (3) any other exercise by any such party, of any rights and remedies relating to the Collateral under the Loan Documents or otherwise, or (B) object to the forbearance by the Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral and (ii) the Administrative Agent and the other Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including by way of setoff and the right to credit bid their debt), refrain from enforcing or exercising remedies, and make determinations regarding release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Trustee or any Noteholder or any other holder of Second Priority Claims, all as if the Liens securing the Second Priority Claims did not exist; provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Obligor, the Trustee or any Noteholder and the holders of other Second Priority Claims and their representative(s) may file a claim or statement of interest with respect to their Second Priority Claims, (B) the Trustee or any Noteholder and the holders of other Second Priority Claims and their representative(s) may take any action not adverse to the Liens on the Collateral securing the Lender Claims in order to establish, preserve, perfect or protect its rights in the Collateral (as governed hereby), (C) solely to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Loan Document in favor of the Administrative Agent or any other Secured Party in respect of the Collateral, the Trustee or any Noteholder and the holders of other Second Priority Claims and their representative(s) shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of any Second Priority Claims, including without limitation any claims secured by the Collateral, if any,

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in each case in accordance with the terms of this Agreement, and (D) the Trustee or any Noteholder and the holders of other Second Priority Claims and their representative(s) shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case in accordance with (and not inconsistent with) the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the Administrative Agent or any other Secured Parties may enforce the provisions of the Loan Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the Administrative Agent and the other Secured Parties to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the UCC of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction.

        (b) The Trustee, on behalf of itself and the Noteholders, and the holders of all future Second Priority Claims, either directly or through their representative(s), agree that they will not, in connection with the exercise of any right or remedy (including by way of setoff) with respect to any Collateral, take or receive any Collateral or any proceeds of Collateral unless and until the Discharge of Lender Claims has occurred. In the event any such proceeds are received by the Trustee or any other holder of Second Priority Claims in violation of this Agreement, such proceeds shall be segregated and held in trust for the benefit of the Secured Parties in the same form as received, and shall not be applied to the satisfaction of any Second Priority Claims but shall be promptly delivered to the Administrative Agent for the benefit of the Secured Parties unless and until the Discharge of the Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Lender Claims has occurred, except as expressly provided in the proviso in clause (a)(ii) of Section 3.1, the sole right of the Trustee and the Noteholders and the holders of other Second Priority Claims and their representative(s) as secured parties with respect to the Collateral is to hold a perfected Lien on the Collateral second in priority to the Lender Liens pursuant to the Noteholder Documents (and the comparable documents governing any other Second Priority Claim) for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the Lender Claims has occurred.

        (c) Subject to the proviso in clause (a)(ii) of Section 3.1, (i) the Trustee, for itself and on behalf of the Noteholders, and the holders of all future Second Priority Claims, either directly or through their representative(s), agree that they will not take any action that would hinder or cause to delay any exercise of remedies undertaken by the Administrative Agent or any other Secured Party under the Loan Documents as secured parties in respect of any Collateral, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) the Trustee, for itself and on behalf of the Noteholders, and the holders of all future Second Priority Claims, either directly or through their representative(s), hereby waive any and all rights it or they may have as junior lien creditors or otherwise (whether arising under the UCC or any other law) to object to the manner in which the Administrative Agent or the other Secured Parties seek to enforce the Liens granted in any of the Lender Collateral.

        (d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Noteholder Collateral Documents (or any comparable document governing any other Second Priority Claims) or any other Noteholder Document (or any comparable document governing any Second Priority Claims) shall be deemed to restrict in any way the rights and remedies of the Administrative Agent or the Secured Parties with respect to the Collateral as set forth in this Agreement and the Loan Documents.

        Section 3.2    Cooperation.    Subject to the proviso in clause (a)(ii) of Section 3.1, the Trustee, on behalf of itself and the Noteholders, and the holders of future Second Priority Claims, either directly or

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through their representative(s), agree that, unless and until the Discharge of Lender Claims has occurred, they will not commence, or join with any Person (other than the Secured Parties upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by any of them under any of the Noteholder Documents (or any comparable document governing any other Second Priority Claims).

Section 4.    Application of Proceeds.    As long as the Discharge of Lender Claims has not occurred, the cash proceeds of Collateral received in connection with the sale of, or collection on, such Collateral upon the exercise of remedies, shall be applied by the Administrative Agent to the Lender Claims in such order as specified in the Credit Agreement and the other applicable Loan Documents and any Future First-Lien Credit Facility until the Discharge of Lender Claims has occurred. Upon the Discharge of the Lender Claims, the Administrative Agent shall deliver to the Trustee (for application in such order as specified in the Indenture and the other applicable Noteholder Documents) and to the representative(s) of any other series or class of Second Priority Claims, on a pro rata basis, any proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

Section 5.    Other Agreements.

        Section 5.1    Releases.    

(a)

At such time as:

(i)

the Discharge of the Lender Claims; or

(ii)

the Secured Parties have released the Lender Liens on all or any portion of the Collateral,

the Liens on the Collateral securing Noteholder Claims and all other Second Priority Claims (or, in the case of a release of the Lender Liens referred to in clause (a)(ii) on only a portion of the Collateral, the portion of the Collateral in respect of which the Lender Liens were released) shall be automatically, unconditionally and simultaneously released and the Trustee, for itself and on behalf of the Noteholders, and the holders of all future Second Priority Claims, either directly or through their representative(s), promptly shall execute and deliver to the Administrative Agent and the Company such termination statements, releases and other documents as the Administrative Agent and the Company may reasonably request to effectively confirm such release; provided that, (A) in the case of clause (a)(i), in the event that an event of default under the Indenture or any other Noteholder Document (or any comparable document governing any other series or class of Second Priority Claims) has occurred and is continuing as of the date on which the Discharge of Lender Claims occurs, the Liens on the Collateral securing Noteholder Claims and all other Second Priority Claims will not be released, (except to the extent that the Collateral, or any portion thereof, was disposed of in order to repay the Lender Claims), and thereafter, the Trustee (acting at the direction of the holders of a majority in principal amount of all Second Priority Claims at the time outstanding) will have the right to exercise remedies with respect to the Collateral (but in such event, the Liens on the Collateral securing Noteholder Claims and all other Second Priority Claims shall be released when such event of default (and all other events of default under the Indenture or any other Noteholder Document (and any comparable document governing any other series or class of Second Priority Claims)) cease to exist), and (B) in the case of clause (a)(ii), if the Lender Claims (or any portion thereof) are thereafter secured by assets that would constitute Collateral, the Noteholder Claims and all other Second Priority Claims shall then be secured by a second priority Lien on such Collateral, subject to the provisions of this Agreement.

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        (b)    The Trustee, for itself and on behalf of the Noteholders, and the holders of future Second Priority Claims, either directly or through their representative(s) hereby irrevocably constitute and appoint the Administrative Agent and any officer or agent of the Administrative Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in their place and stead or in the Administrative Agent's own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all releases, documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5.1, including any financing statements, mortgage releases, intellectual property releases, endorsements or other instruments or transfer or release.

        Section 5.2    Insurance.    Unless and until the Discharge of Lender Claims has occurred, the Administrative Agent and the other Secured Parties shall have the sole and exclusive right, subject to the rights of the Obligors under the Loan Documents, to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Collateral. Unless and until the Discharge of Lender Claims has occurred, all proceeds of any such policy and any such award if in respect to the Collateral shall be paid to the Administrative Agent for the benefit of the Secured Parties to the extent required under the Credit Agreement and any Future First-Lien Credit Facility and thereafter to the Trustee for the benefit of the Noteholders and the holders of other Second Priority Claims, on a pro rata basis, to the extent required under the applicable Noteholder Documents (and the provisions of any comparable document governing any other series or class of Second Priority Claims) and then to the owner of the subject property or as a court of competent jurisdiction may otherwise direct.

        Section 5.3    Amendments to Noteholder Collateral Documents.    

        (a)    Unless and until the Discharge of Lender Claims has occurred, without the prior written consent of the Administrative Agent and the Required Lenders, no Noteholder Document (or any comparable document governing any other series or class of Second Priority Claims) may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Noteholder Document (or any comparable document governing any other series or class of Second Priority Claims), would be inconsistent with any of the terms of this Agreement or the Loan Documents. The Trustee and any other representative of any series or class of Second Priority Claims agree that each Noteholder Collateral Document to which the Trustee is a party or any comparable document governing any other series or class of Second Priority Claims to which the representative is a party shall include the following language:

"Notwithstanding anything herein to the contrary, the lien and security interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement, dated as of February 11, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Intercreditor Agreement") among JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York Trust Company, N.A., as Trustee, Worldspan Technologies Inc., WS Holdings LLC, Worldspan, L.P., and the other Obligors party thereto, including any grantor of a security interest pursuant to this Agreement, named therein. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern."

        (b)    In the event the Administrative Agent enters into any amendment, waiver or consent in respect of any Lender Security Agreement for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Lender Security Agreement or changing in any manner the rights of the Administrative Agent, the Secured Parties or the Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Noteholder Collateral Document (and the comparable provisions of any comparable

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document governing any other series or class of Second Priority Claims) without the consent of the Trustee or the Noteholders or the holders of any other Second Priority Claims and without any action by the Trustee or any other holders of Second Priority Claims or any Obligor; provided that (A) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of the Noteholder Collateral Documents (or any comparable document governing any other series or class of Second Priority Claims), except to the extent that a release of such Lien is permitted by Section 5.1, (B) any such amendment, waiver or consent that materially and adversely affects the rights of the Trustee and the Noteholders or any other holders of Second Priority Claims (and not the holders of the Lender Liens in a like or similar manner) shall not apply to the Noteholder Collateral Documents (or the comparable document governing any other series or class of Second Priority Claims) without the consent of the Trustee (acting at the direction of the holders of a majority of the aggregate principal amount of the applicable Noteholder Claims) or the representative(s) of any other series or class of Second Priority Claims (as applicable) and (C) notice of such amendment, waiver or consent shall have been given to the Trustee and to the representative(s) of each other outstanding series or class of Second Priority Claims; provided, further, that (x) nothing contained in this clause (b) shall impair the rights of the Administrative Agent and the holders of Lender Claims, or the obligations and agreements of the Trustee and Noteholders, under Sections 3 and 5.1 hereof and (y) the Lender Security Agreement and Noteholder Security Documents (or comparable documents governing any other series or class of Second Priority Claims) may, without the consent of the Trustee or the Noteholders or any other holder of Second Priority Claims, be amended or modified pursuant to this Section 5.3(b) to secure additional extensions of credit and add additional secured creditors as long as such amendments or modifications do not violate the express provisions