SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Loan Agreement

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This Loan Agreement involves

CREDIT SUISSE SECURITIES (USA) LLC | JP MORGAN SECURITIES INC | JPMORGAN CHASE BANK, NA | LEHMAN BROTHERS INC | Syndication Agent, Co | TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD | TRAVELPORT LLC F/K/A TRAVELPORT INC | UBS AG | UBS LOAN FINANCE LLC | UBS SECURITIES LLC | WALTONVILLE LIMITED

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Title: SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Governing Law: New York Date: 5/30/2007
Law Firm: Cahill Gordon;Simpson Thacher

Exhibit 10.1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 23, 2006

As Amended and Restated on January 29, 2007

As Further Amended and Restated on May 23, 2007

among

TRAVELPORT LLC (F/K/A TRAVELPORT INC.),
as Borrower,

TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.),
as Holdings

WALTONVILLE LIMITED,
as Intermediate Parent

UBS AG, STAMFORD BRANCH,
as Administrative Agent and L/C Issuer

UBS LOAN FINANCE LLC,
as Swing Line Lender

THE OTHER LENDERS PARTY HERETO,

CREDIT SUISSE SECURITIES (USA) LLC,
as Syndication Agent,

LEHMAN BROTHERS INC.,
J.P. MORGAN SECURITIES INC. and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Co-Documentation Agents,

UBS SECURITIES LLC and

CREDIT SUISSE SECURITIES (USA) LLC
as Co-Lead Arrangers,

and

UBS SECURITIES LLC,
CREDIT SUISSE SECURITIES (USA) LLC,
LEHMAN BROTHERS INC.,
J.P. MORGAN SECURITIES INC. and
GOLDMAN SACHS CREDIT PARTNERS L.P.
as Joint Bookrunners

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

TABLE OF CONTENTS

		Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01	DEFINED TERMS	2
SECTION 1.02	OTHER INTERPRETIVE PROVISIONS	58
SECTION 1.03	ACCOUNTING TERMS	59
SECTION 1.04	ROUNDING	59
SECTION 1.05	REFERENCES TO AGREEMENTS, LAWS, ETC	59
SECTION 1.06	TIMES OF DAY	59
SECTION 1.07	TIMING OF PAYMENT OF PERFORMANCE	59
SECTION 1.08	CURRENCY EQUIVALENTS GENERALLY	59
SECTION 1.09	EFFECT OF THIS AGREEMENT ON THE FIRST AMENDED AND RESTATED CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS	60

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

SECTION 2.01	THE LOANS	61
SECTION 2.02	BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS	65
SECTION 2.03	LETTERS OF CREDIT	68
SECTION 2.04	SWING LINE LOANS	81
SECTION 2.05	PREPAYMENTS	84
SECTION 2.06	TERMINATION OR REDUCTION OF COMMITMENTS AND CREDIT-LINKED DEPOSITS	88
SECTION 2.07	REPAYMENT OF LOANS	89
SECTION 2.08	INTEREST	90
SECTION 2.09	FEES	92
SECTION 2.10	COMPUTATION OF INTEREST AND FEES	96
SECTION 2.11	EVIDENCE OF INDEBTEDNESS	96
SECTION 2.12	PAYMENTS GENERALLY	97
SECTION 2.13	SHARING OF PAYMENTS	99
SECTION 2.14	INCREMENTAL CREDIT EXTENSIONS	100
SECTION 2.15	CURRENCY EQUIVALENTS	102

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

SECTION 3.01	TAXES	103

SECTION 3.02	ILLEGALITY	106
SECTION 3.03	INABILITY TO DETERMINE RATES	106
SECTION 3.04	INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON EUROCURRENCY RATE LOANS	107
SECTION 3.05	FUNDING LOSSES	109
SECTION 3.06	MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION	109
SECTION 3.07	REPLACEMENT OF LENDERS UNDER CERTAIN CIRCUMSTANCES	111
SECTION 3.08	SURVIVAL	112

ARTICLE IV

CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

SECTION 4.01	CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT	112
SECTION 4.02	CONDITIONS TO CREDIT EXTENSION ON THE WORLDSPAN CLOSING DATE	112
SECTION 4.03	CONDITIONS TO ALL CREDIT EXTENSIONS	115

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01	EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS	116
SECTION 5.02	AUTHORIZATION; NO CONTRAVENTION	116
SECTION 5.03	GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS	116
SECTION 5.04	BINDING EFFECT	117
SECTION 5.05	FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT	117
SECTION 5.06	LITIGATION	118
SECTION 5.07	NO DEFAULT	119
SECTION 5.08	OWNERSHIP OF PROPERTY; LIENS	119
SECTION 5.09	ENVIRONMENTAL COMPLIANCE	119
SECTION 5.10	TAXES	120
SECTION 5.11	ERISA COMPLIANCE	120
SECTION 5.12	SUBSIDIARIES; EQUITY INTERESTS	121
SECTION 5.13	MARGIN REGULATIONS; INVESTMENT COMPANY ACT	121
SECTION 5.14	DISCLOSURE	122
SECTION 5.15	INTELLECTUAL PROPERTY; LICENSES, ETC	122
SECTION 5.16	SOLVENCY	122
SECTION 5.17	SUBORDINATION OF JUNIOR FINANCING	122

SECTION 5.18	LABOR MATTERS	122

ARTICLE VI

AFFIRMATIVE COVENANTS

SECTION 6.01	FINANCIAL STATEMENTS	123
SECTION 6.02	CERTIFICATES; OTHER INFORMATION	124
SECTION 6.03	NOTICES	126
SECTION 6.04	PAYMENT OF OBLIGATIONS	126
SECTION 6.05	PRESERVATION OF EXISTENCE, ETC	126
SECTION 6.06	MAINTENANCE OF PROPERTIES	126
SECTION 6.07	MAINTENANCE OF INSURANCE	126
SECTION 6.08	COMPLIANCE WITH LAWS	127
SECTION 6.09	BOOKS AND RECORDS	127
SECTION 6.10	INSPECTION RIGHTS	127
SECTION 6.11	COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY	127
SECTION 6.12	COMPLIANCE WITH ENVIRONMENTAL LAWS	130
SECTION 6.13	FURTHER ASSURANCES AND POST-CLOSING CONDITIONS	130
SECTION 6.14	DESIGNATION OF SUBSIDIARIES	131
SECTION 6.15	FLOOD INSURANCE	132
SECTION 6.16	ORBITZ INDEBTEDNESS	132
SECTION 6.17	POST-CLOSING MATTERS	132

ARTICLE VII

NEGATIVE COVENANTS

SECTION 7.01	LIENS	133
SECTION 7.02	INVESTMENTS	136
SECTION 7.03	INDEBTEDNESS	140
SECTION 7.04	FUNDAMENTAL CHANGES	144
SECTION 7.05	DISPOSITIONS	145
SECTION 7.06	RESTRICTED PAYMENTS	148
SECTION 7.07	CHANGE IN NATURE OF BUSINESS	151
SECTION 7.08	TRANSACTIONS WITH AFFILIATES	151
SECTION 7.09	BURDENSOME AGREEMENTS	152
SECTION 7.10	USE OF PROCEEDS	153
SECTION 7.11	MAXIMUM TOTAL LEVERAGE RATIO	153
SECTION 7.12	ACCOUNTING CHANGES	153
SECTION 7.13	PREPAYMENTS, ETC. OF INDEBTEDNESS	154
SECTION 7.14	EQUITY INTERESTS OF THE BORROWER AND RESTRICTED SUBSIDIARIES	154
SECTION 7.15	HOLDING COMPANY; FOREIGN SUBSIDIARIES	154

iii

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01	EVENTS OF DEFAULT	155
SECTION 8.02	REMEDIES UPON EVENT OF DEFAULT	157
SECTION 8.03	EXCLUSION OF IMMATERIAL SUBSIDIARIES	158
SECTION 8.04	APPLICATION OF FUNDS	158
SECTION 8.05	BORROWER’S RIGHT TO CURE	159

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

SECTION 9.01	APPOINTMENT AND AUTHORIZATION OF AGENTS.	160
SECTION 9.02	DELEGATION OF DUTIES	161
SECTION 9.03	LIABILITY OF AGENTS	161
SECTION 9.04	RELIANCE BY AGENTS	162
SECTION 9.05	NOTICE OF DEFAULT	162
SECTION 9.06	CREDIT DECISION; DISCLOSURE OF INFORMATION BY AGENTS	163
SECTION 9.07	INDEMNIFICATION OF AGENTS	163
SECTION 9.08	AGENTS IN THEIR INDIVIDUAL CAPACITIES	164
SECTION 9.09	SUCCESSOR AGENTS	164
SECTION 9.10	ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM	165
SECTION 9.11	COLLATERAL AND GUARANTY MATTERS	166
SECTION 9.12	OTHER AGENTS; ARRANGERS AND MANAGERS	166
SECTION 9.13	APPOINTMENT OF SUPPLEMENTAL ADMINISTRATIVE AGENTS	167

ARTICLE X

MISCELLANEOUS

SECTION 10.01	AMENDMENTS, ETC	168
SECTION 10.02	NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES	170
SECTION 10.03	NO WAIVER; CUMULATIVE REMEDIES	171
SECTION 10.04	ATTORNEY COSTS, EXPENSES AND TAXES	172
SECTION 10.05	INDEMNIFICATION BY THE BORROWER	172
SECTION 10.06	PAYMENTS SET ASIDE	173
SECTION 10.07	SUCCESSORS AND ASSIGNS	173
SECTION 10.08	CONFIDENTIALITY	178
SECTION 10.09	SETOFF	179
SECTION 10.10	INTEREST RATE LIMITATION	179
SECTION 10.11	COUNTERPARTS	180

SECTION 10.12	INTEGRATION	180
SECTION 10.13	SURVIVAL OF REPRESENTATIONS AND WARRANTIES	180
SECTION 10.14	SEVERABILITY	180
SECTION 10.15	TAX FORMS	181
SECTION 10.16	GOVERNING LAW	183
SECTION 10.17	WAIVER OF RIGHT TO TRIAL BY JURY	183
SECTION 10.18	BINDING EFFECT	183
SECTION 10.19	JUDGMENT CURRENCY	184
SECTION 10.20	LENDER ACTION	184
SECTION 10.21	USA PATRIOT ACT	184
SECTION 10.22	AGENT FOR SERVICE OF PROCESS	184

SCHEDULES

1.01A		[Reserved]
1.01B		Certain Security Interests and Guarantees
1.01C		Unrestricted Subsidiaries
1.01D		Mandatory Cost
1.01E		Existing Letters of Credit
1.01F		[Reserved]
1.01G		Excluded Subsidiaries
2.01		Dollar Revolving Credit Commitment; Alternative Currency Revolving Credit Commitment; New Post-First Amendment and Restatement Synthetic L/C Commitment
2.01(a)		Delayed Draw Term Commitment
2.01(b)		Euro Term Commitment
2.03(a)(iii)(B)		Certain Letters of Credit
5.05		Certain Liabilities
5.09(b)		Environmental Matters
5.09(d)		Hazardous Materials
5.10		Taxes
5.11(a)		ERISA Compliance
5.12		Subsidiaries and Other Equity Investments
7.01(b)		Existing Liens
7.02(f)		Existing Investments
7.03(b)		Existing Indebtedness
7.04(f)		Permitted Subsidiary Fundamental Changes
7.05(k)		Dispositions
7.05(m)		Permitted Subsidiary Dispositions
7.08		Transactions with Affiliates
7.09		Existing Restrictions
10.02		Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A		Committed Loan Notice
B		Swing Line Loan Notice
C-1		Original Tranche B Dollar Term Note
C-2		Delayed Draw Term Note
C-3		Euro Term Note
C-4		Dollar Revolving Credit Note
C-5		Alternative Currency Revolving Credit Note
C-6		Post-First Amendment and Restatement Synthetic L/C Note
D		Compliance Certificate
E		Assignment and Assumption
F		Guaranty
G		Security Agreement
H		[Reserved]
I		Opinion Matters — Counsel to Loan Parties
J		Intellectual Property Security Agreement

CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“ Agreement ”) is entered into as of May 23, 2007, among TRAVELPORT LLC. (F/K/A TRAVELPORT INC.), a Delaware limited liability company (the “ Borrower ”), TRAVELPORT LIMITED (F/K/A TDS INVESTOR (BERMUDA) LTD.), a company incorporated under the laws of Bermuda (“ Holdings ”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“ Intermediate Parent ”), UBS AG, Stamford Branch as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and LEHMAN BROTHERS INC., J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agents.

PRELIMINARY STATEMENTS

The Borrower, Holdings, Intermediate Parent, UBS AG, STAMFORD BRANCH, as Administrative Agent and an L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, and LEHMAN BROTHERS INC., CITICORP NORTH AMERICA, INC. and DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Documentation Agents, and the lenders party thereto (the “ Original Lenders ”) have previously entered into a credit agreement, dated as of August 23, 2006 (the “ Original Credit Agreement ”) (which term shall, unless the context otherwise requires, include any amendment thereto prior to the Second Amendment and Restatement Effective Date (as defined below).

Pursuant to Amendment No. 1 (“ Amendment No. 1 ”) to the Original Credit Agreement, dated as of August 31, 2006, the Original Credit Agreement was amended.

Pursuant to the Repricing Amendment Agreement dated as of January 29, 2007 among the Borrower, Holdings, Intermediate Parent, the Administrative Agent and certain Original Lenders (the “ Repricing Amendment Agreement ”), the Original Credit Agreement was amended and restated in its entirety (such amendment and restatement, the “ First Amended and Restated Credit Agreement ”).

The Borrower has requested that simultaneously with the consummation of the acquisition of all of the capital stock of Worldspan Technologies Inc. (“ Worldspan ”), from its existing shareholders (the “ Worldspan Acquisition ”), pursuant to a merger agreement dated as of December 7, 2006 (the “ Worldspan Merger Agreement ”) entered into in connection therewith, (a) the Delayed Draw Term Lenders extend credit to the Borrower in the form of Delayed Draw Term Loans in an initial aggregate amount not to exceed the Delayed Draw Term Commitments of the Delayed Draw Term Lenders, (b) the Dollar Revolving Credit Lenders increase the Dollar Revolving Credit Facility by an initial aggregate Dollar Amount of $25,000,000, (c) the New Post-First Amendment and Restatement Synthetic L/C Lenders extend the New Post-First Amendment and Restatement Synthetic L/C Facility in an initial aggregate Dollar Amount of $25,000,000, which New Facilities shall have substantially identical terms and

conditions as the Original Facilities and (d) the Euro Term Lenders consent to the changes to the Applicable Rate for Euro Term Loans set forth herein.

The proceeds of the Delayed Draw Term Loans will be used to (i) finance the repayment of substantially all existing Indebtedness of Worldspan, including without limitation, the repayment in full of Worldspan Existing Credit Facilities, but excluding any Indebtedness set forth on Schedule 7.03(b) , (ii) pay the consideration for the Worldspan Acquisition, and (iii) pay costs and expenses related to the Worldspan Transactions. Additionally, the Worldspan PIK Notes will be cancelled. The proceeds of Revolving Credit Loans made after the Worldspan Closing Date will be used for working capital and other general corporate purposes of Holdings and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of Holdings and its Subsidiaries.

The parties hereto wish to amend and restate the First Amended and Restated Credit Agreement in its entirety to (a) permit the Worldspan Acquisition and the other Worldspan Transactions, (b) provide for the Delayed Draw Term Loans, (c) provide for the increase in Revolving Credit Commitments, (d) provide for the increase in the Post-First Amendment and Restatement Synthetic L/C Commitments, (e) incorporate repricing provisions for the Euro Term Loans and (f) to make the other changes set forth herein.

The parties hereto intend that (i) all Loans, Letters of Credit or other Credit Extensions outstanding under the First Amended and Restated Credit Agreement (each as defined in the First Amended and Restated Credit Agreement) shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement, (ii) all amounts owing by the Borrower under the First Amended and Restated Credit Agreement to any Person in respect of accrued and unpaid interest and fees on the Loans, Commitments and Letters of Credit (each as defined in the First Amended and Restated Credit Agreement) shall continue to be due and owing on such Loans, Commitments and Letters of Credit under this Agreement and (iii) any Person entitled to the benefits of Article III or Section 10.05 of the First Amended and Restated Credit Agreement shall continue to be entitled to the benefits of the corresponding provisions of this Agreement.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acquired EBITDA ” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Holdings, Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“ Acquired Entity or Business ” has the meaning specified in the definition of the term “Consolidated EBITDA”.

“ Act ” has the meaning specified in Section 10.21.

“ Additional Lender ” has the meaning specified in Section 2.14(a).

“ Administrative Agent ” means UBS AG, Stamford Branch, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Agent-Related Persons ” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Agents ” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this Amended and Restated Credit Agreement.

“ Agreement Currency ” has the meaning specified in Section 10.19.

“ Alternative Currency ” means Sterling or Euros.

“ Alternative Currency Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Alternative Currency Revolving Credit Loans of the same Type and having the same Interest Period made by each of the Alternative Currency Revolving Credit Lenders pursuant to Section 2.01(c).

“ Alternative Currency Revolving Credit Commitment ” means, as to each Alternative Currency Revolving Credit Lender, its obligation to (a) make Alternative Currency

Revolving Credit Loans to the Borrower pursuant to Section 2.01(c)(ii), (b) purchase participations in Alternative Currency Revolving L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, opposite such Lender’s name on Schedule 2.01 under the caption “Alternative Currency Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Dollar Amount of Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders shall be $100,000,000 on the Second Amendment and Restatement Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Alternative Currency Revolving Credit Exposure ” means, as to each Alternative Currency Revolving Credit Lender, the sum of the outstanding principal amount of such Alternative Currency Revolving Credit Lender’s Alternative Currency Revolving Credit Loans and its Pro Rata Share of the Alternative Currency Revolving L/C Obligations at such time.

“ Alternative Currency Revolving Credit Facility ” means, at any time, the aggregate Dollar Amount of the Alternative Currency Revolving Credit Commitments at such time.

“ Alternative Currency Revolving Credit Lender ” means, at any time, any Lender that has an Alternative Currency Revolving Credit Commitment at such time.

“ Alternative Currency Revolving Credit Loan ” has the meaning specified in Section 2.01(c)(ii).

“ Alternative Currency Revolving Credit Note ” means a promissory note of the Borrower payable to any Alternative Currency Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-5 hereto, evidencing the aggregate Indebtedness of the Borrower to such Alternative Currency Revolving Credit Lender resulting from the Alternative Currency Revolving Credit Loans made by such Alternative Currency Revolving Credit Lender.

“ Alternative Currency Revolving L/C Advance ” means, with respect to each Alternative Currency Revolving Credit Lender, such Lender’s funding of its participation in any Alternative Currency Revolving L/C Borrowing in accordance with its Pro Rata Share.

“ Alternative Currency Revolving L/C Borrowing ” means an extension of credit resulting from a drawing under any Alternative Currency Revolving Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as an Alternative Currency Revolving Credit Borrowing.

“ Alternative Currency Revolving L/C Credit Extension ” means, with respect to any Alternative Currency Revolving Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ Alternative Currency Revolving L/C Issuer ” means UBS AG, Stamford Branch and any other Lender that becomes an Alternative Currency Revolving L/C Issuer in accordance with Section 2.03(j) or 10.07(j), in each case, in its capacity as an issuer of Alternative

Currency Revolving Letters of Credit hereunder, or any successor issuer of Alternative Currency Revolving Letters of Credit hereunder.

“ Alternative Currency Revolving L/C Obligations ” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Alternative Currency Revolving Letters of Credit (whether or not such maximum amount is then in effect under any such Alternative Currency Revolving Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Alternative Currency Revolving Letter of Credit) plus the aggregate of all Unreimbursed Amounts in respect of Alternative Currency Revolving Letters of Credit, including all Alternative Currency Revolving L/C Borrowings.

“ Alternative Currency Revolving Letter of Credit ” means a Letter of Credit denominated in an Alternative Currency.

“ Amendment No. 1 ” has the meaning specified in the preliminary statements hereto.

“ Applicable Rate ” means a percentage per annum equal to, with respect to Revolving Credit Loans, unused Revolving Credit Commitments, Revolving Letter of Credit fees, Tranche B Dollar Term Loans, Euro Term Loans and Post-First Amendment and Restatement Synthetic L/C facility fees, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) (or, until the first such Compliance Certificate is delivered hereunder, the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) of the First Amended and Restated Credit Agreement):

Applicable Rate
Pricing Level	Total Leverage Ratio	Eurocurrency Rate for Revolving Credit Loans and Revolving Letter of Credit Fees		Base Rate for Revolving Credit Loans		Commitment Fee Rate		Post-First Amendment and Restatement Synthetic L/C Facility Fee		Eurocurrency Rate for Tranche B Dollar Term Loans and Euro Term Loans		Base Rate for Tranche B Dollar Term Loans
1	>4.5:1	2.75	%	1.75	%	0.50	%	2.50	%	2.50	%	1.50	%
2	< 4.5:1 but > 4.0:1	2.50	%	1.50	%	0.50	%	2.25	%	2.25	%	1.25	%
3	< 4.0:1 but > 3.5:1	2.25	%	1.25	%	0.50	%	2.25	%	2.25	%	1.25	%
4	< 3.5:1 but >3.0:1	2.00	%	1.00	%	0.375	%	2.25	%	2.25	%	1.25	%
5	< 3.0:1	1.75	%	0.75	%	0.375	%	2.25	%	2.25	%	1.25	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on

which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

“ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) (x) with respect to any Dollar Revolving Letters of Credit issued pursuant to Section 2.03(a), the Dollar Revolving Credit Lenders, (y) with respect to any Alternative Currency Revolving Letters of Credit issued pursuant to Section 2.03(a), the Alternative Currency Revolving Credit Lenders and (z) with respect to any Synthetic L/C Letters of Credit issued pursuant to Section 2.03(a), the Post-First Amendment and Restatement Synthetic L/C Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Dollar Revolving Credit Lenders.

“ Approved Bank ” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

“ Approved Fund ” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“ Arrangers ” means UBS Securities LLC and Credit Suisse Securities (USA) LLC, each in its capacity as a Joint Bookrunner and a Co-Lead Arranger under this Agreement.

“ Assignees ” has the meaning specified in Section 10.07(b).

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E .

“ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Audited Financial Statements ” means the Original Closing Date Audited Financial Statements and the Worldspan Closing Date Audited Financial Statements.

“ Auto-Renewal Letter of Credit ” has the meaning specified in Section 2.03(b)(iii).

“ Base Rate ” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by UBS AG, Stamford Branch as its “prime rate.” The

“prime rate” is a rate set by UBS AG, Stamford Branch based upon various factors including UBS AG, Stamford Branch costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by UBS AG, Stamford Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Borrower ” has the meaning specified in the introductory paragraph to this Agreement.

“ Borrowing ” means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term Borrowing or a Post-First Amendment and Restatement Synthetic L/C Borrowing, as the context may require.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euros, any fundings, disbursements, settlements and payments in Euros in respect of any such Eurocurrency Rate Loan, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; and

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Sterling, any fundings, disbursements, settlements and payments in Sterling in respect of any such Eurocurrency Rate Loan, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Sterling are conducted by and between banks in the London interbank eurodollar market.

“ Capital Expenditures ” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings, the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures for such period and (c) the value of all assets under Capitalized Leases incurred by Holdings, the Borrower and the Restricted Subsidiaries during such period; provided

that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by Holdings, the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings, the Borrower or any Restricted Subsidiary and for which none of Holdings, the Borrower or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by Holdings, the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries.

“ Cash Collateral ” has the meaning specified in Section 2.03(f).

“ Cash Collateral Account ” means a blocked account at UBS AG, Stamford Branch (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“ Cash Collateralize ” has the meaning specified in Section 2.03(f).

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by Holdings, the Borrower or any Restricted Subsidiary:

(a) Dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in each case having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “ Approved Bank ”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(i) Investments, classified in accordance with GAAP as current assets of Holdings, the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

“ Cash Management Bank ” means any Lender or any Affiliate of a Lender providing cash management services to Holdings, the Borrower or any Restricted Subsidiary.

“ Cash Management Obligations ” means obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services (including in respect of liabilities arising from purchase cards, travel and entertainment cards, or other card services) or any automated clearing house transfers of funds.

“ Casualty Event ” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“ Change of Control ” means the earliest to occur of

(a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly,

to designate (and do so designate) a majority of the board of directors of Holdings at such time or (B) the Permitted Holders own a majority of the outstanding voting Equity Interests of Holdings at such time, or

(ii) at any time upon or after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the then outstanding voting stock of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

(b) any “Change of Control” (or any comparable term) in any document pertaining to the High Yield Notes or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount; or

(c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.

“ Class ” (a) when used with respect to Lenders, refers to whether such Lenders are Dollar Revolving Credit Lenders, Alternative Currency Revolving Credit Lenders, Tranche B Dollar Term Lenders, Euro Term Lenders or Post-First Amendment and Restatement Synthetic L/C Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Dollar Revolving Credit Commitments, Alternative Currency Revolving Credit Commitments, Tranche B Dollar Term Commitments, Euro Term Commitments or Post-First Amendment and Restatement Synthetic L/C Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Dollar Revolving Credit Loans, Alternative Currency Revolving Credit Loans, Tranche B Dollar Term Loans, Euro Term Loans or Post-First Amendment and Restatement Synthetic L/C Loans.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and rules and regulations related thereto.

“ Co-Documentation Agents ” means Lehman Brothers Inc., J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents under this Agreement.

“ Collateral ” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties.

“ Collateral Agent ” means UBS AG, Stamford Branch, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Original Closing Date pursuant to Section 4.01(a)(iii) of the Original Credit Agreement, (ii) on the Worldspan Closing Date pursuant to Section 4.01(a)(iii) or (iii) pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

(b) all Obligations shall have been unconditionally guaranteed (the “ Guarantees ”) by Holdings, any Intermediate Holding Company and each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and not an Excluded Subsidiary (each, a “ Guarantor ”);

(c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated to the Guarantees to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guarantee;

(d) the Obligations and the Guarantees shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Borrower, (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)) of each wholly owned Domestic Subsidiary of Holdings that is the direct Subsidiary of Holdings, an Intermediate Holding Company or a Domestic Subsidiary of Holdings, and (iii) 65% the issued and outstanding Equity Interests of each wholly owned Foreign Subsidiary that is directly owned by Holdings, an Intermediate Holding Company, the Borrower or any Domestic Subsidiary of Holdings that is a Guarantor;

(e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a perfected security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including accounts (other than deposit accounts or other bank or securities accounts), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned (but not leased) real property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;

(f) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(g) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to (x) the owned real property of the Loan Parties located at 5350 South Valentia Way, Greenwood Village, Colorado delivered in accordance with Section 6.16 of the Original Credit Agreement and (y) each owned property required to be delivered pursuant to Section 6.11 (the “ Mortgaged Properties ”) duly executed and delivered by

the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Original Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) with respect to leases of real property entered into by the Borrower or any other Guarantor, the Borrower shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases and (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Original Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Borrower.

“ Collateral Documents ” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent for the benefit of the Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Secured Parties.

“ Commitment ” means a Term Commitment, a Delayed Draw Term Commitment, an Original Tranche B Dollar Term Commitment, a Revolving Credit Commitment or a Post-First Amendment and Restatement Synthetic L/C Commitment as the context may require.

“ Commitment Letter ” means the Commitment Letter dated December 7, 2006 among Travelport LLC, Credit Suisse, Credit Suisse Securities (USA) LLC, Lehman Commercial Paper Inc., Lehman Brothers Inc., UBS Loan Finance LLC, UBS AG, Stamford Branch and UBS Securities LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P.

“ Committed Loan Notice ” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a Post-First Amendment and Restatement Synthetic L/C Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A .

“ Compensation Period ” has the meaning specified in Section 2.12(c)(ii).

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

“ Consolidated EBITDA ” means, for any period, the Consolidated Net Income for such period, plus :

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

(ii) provision for taxes based on income, profits or capital of Holdings, the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes paid or accrued during such period,

(iii) depreciation and amortization including amortization of Capitalized Software Expenditures,

(iv) Non-Cash Charges,

(v) extraordinary losses and unusual or non-recurring charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans,

(vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the date hereof and to closure/consolidation of facilities),

(vii) any deductions attributable to minority interests,

(viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor to the extent permitted hereunder,

(ix) the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Original Closing Date and costs related to the closure and/or consolidation of facilities, the separation from Cendant Corporation and the business-to-consumer platform,

(x) any costs or expenses incurred by Holdings, the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings, the Borrower or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests),

(xi) the amount of net cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken during or prior to such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions are taken no later than 36 months after the Original Closing Date, (C) no cost savings shall be added pursuant to this clause (xi) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (D) the aggregate amount of cost savings added pursuant to this clause (xi) shall not exceed $150,000,000 for any period consisting of four consecutive quarters,

(xii) without duplication of any amounts added back to Consolidated EBITDA in such period pursuant to the last clause (iii) of this definition of “Consolidated EBITDA”, the amount of net cost savings resulting from the Worldspan Acquisition projected by the Borrower in good faith to be realized as a result of specified actions projected to be taken (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) no cost savings shall be added pursuant to this clause (xii) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (C) the aggregate amount of cost savings added pursuant to this clause (xii) shall not exceed $100,000,000 for any period consisting of four consecutive quarters, and

(xiii) on and after the Worldspan Closing Date, any payments with respect to the FASA Credits, less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) extraordinary gains and unusual or non-recurring gains,

(ii) (a) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period) and (b) for the year ended December 31, 2005, an aggregate of (i) $12.5 million applicable to changes in estimates with respect to the allowance for doubtful accounts, (ii) $11.1 million applicable to changes in estimates of breakage revenues relating to vendor liabilities and (iii) $2.7 million applicable to changes in estimates with respect to Orbitz’s affinity credit card-related liability, in each case as recorded on a quarterly basis,

(iii) gains on asset sales (other than asset sales in the ordinary course of business),

(iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

(v) all gains from investments recorded using the equity method; provided that Consolidated EBITDA shall be increased by the amount of dividends or distributions or other payments from such investment to a Loan Party or the Restricted Subsidiary which made the investment that are actually paid in cash during such period (or to the extent converted into cash during such period),

in each case, as determined on a consolidated basis for Holdings, the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

(i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses (after any offset) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk),

(ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments (after any offset) resulting from the application of Statement of Financial Accounting Standards No. 133, and

(iii) without duplication of any amounts added back to Consolidated EBITDA in such period pursuant to clause (xii) of this definition of “Consolidated EBITDA”, there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by Holdings, Intermediate Parent, the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “ Acquired Entity or Business ”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition”

and Section 7.11, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Holdings, the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “ Sold Entity or Business ”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

For the purpose of the definition of Consolidated EBITDA, “ Non-Cash Charges ” means (a) losses on discontinued operations and asset sales, disposals or abandonments (including, without limitation, the Travel 2 Travel 4 operations being disposed), (b) any impairment charge or asset write-off including, without limitation, those related to intangible assets, long-lived assets, and investments in debt and equity securities, in each case, pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges including, without limitation, the amortization of up-front bonuses in connection with the supplier services business ( provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“ Consolidated Lease Expense ” means, for any period, all rental expenses of Holdings, the Borrower and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, the net income (loss) of Holdings, the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) the net income of any Restricted Subsidiary of Holdings (other than any Guarantors) during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its organizational documents or any agreement, instrument or requirement of law or regulation applicable to that Restricted Subsidiary during such period unless such restriction has been legally waived (b) extraordinary items for such period, (c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (d) in the case of any period that includes a

period ending prior to or during the fiscal quarter ending June 30, 2007, Transaction Expenses, (e) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Original Closing Date and any such transaction undertaken but not completed) and any charges or integration or non-recurring merger costs incurred during such period as a result of any such transaction (including, without limitation, (i) bonuses paid in connection with the Gullivers Travel Associates Acquisition and (ii) any adjustments to liabilities owing to former owners of Orbitz under a tax sharing agreement), (f) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (g) (i) accruals and reserves that are established within twelve months after the Original Closing Date that are so required to be established as a result of the Original Closing Date Transactions in accordance with GAAP and (ii) accruals and reserves that are established within twelve months after the Worldspan Closing Date that are so required to be established as a result of the Worldspan Transactions in accordance with GAAP; provided that, for the avoidance of doubt, any net income attributable to a Restricted Subsidiary shall only constitute Consolidated Net Income after deducting for any minority interests in such Restricted Subsidiary. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software and other intangible assets, deferred revenue and debt line items in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Original Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof, net of taxes (other than the impact of unfavorable contract liabilities and commission agreements under purchase accounting). In addition, on and after the Worldspan Closing Date, FASA Credits provided by Worldspan, L.P. to Northwest or Delta shall reduce consolidated net income in the period in which such credit was provided regardless of accounting treatment in accordance with GAAP, except to the extent FASA Credits have been prepaid with the proceeds of debt issuances by Worldspan.

“ Consolidated Total Debt ” means, as of any date of determination, (a)(i) the aggregate principal amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, plus (ii) on and after the Worldspan Closing Date, the present value of all remaining payments due under the FASA Credits at an assumed 11% discount rate (unless remaining payments under the FASA Credits are classified as a liability on the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP), in which case, the amount under this clause (ii) shall be the amount of such liability, minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)) included in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated Total Debt shall not include the Post-First Amendment and Restatement Synthetic L/C

Facility or the Post-First Amendment and Restatement Credit-Linked Deposits, except to the extent of Unreimbursed Amounts thereunder (including in such Unreimbursed Amounts outstanding Post-First Amendment and Restatement Synthetic L/C Loans).

“ Consolidated Working Capital ” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

“ Continuing Directors ” means the directors of Holdings on the Original Closing Date, as elected or appointed after giving effect to the Original Closing Date Transactions and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a Qualifying IPO of the Borrower).

“ Contract Consideration ” has the meaning specified in the definition of “Excess Cash Flow”.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning specified in the definition of “Affiliate.”

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Cumulative Excess Cash Flow ” has the meaning specified in Section 7.06(i).

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with

respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Tranche B Dollar Term Loans, Euro Term Loans, Revolving Credit Loans, participations in Revolving L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“ Delayed Draw Term Commitment ” means, as to each Delayed Draw Term Lender, its obligation to make a Delayed Draw Term Loan to the Borrower pursuant to Section 2.01(a)(ii) denominated in Dollars in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a) under the caption “Delayed Draw Term Commitment” or in the Assignment and Assumption pursuant to which such Delayed Draw Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Delayed Draw Term Commitments is $1,040,000,000 as of the Second Amendment and Restatement Effective Date.

“ Delayed Draw Term Lender ” means, at any time, any Lender that has a Delayed Draw Term Commitment or a Delayed Draw Term Loan at such time.

“ Delayed Draw Term Loan ” means a Loan made pursuant to Section 2.01(a)(ii).

“ Delayed Draw Term Note ” means a promissory note of the Borrower payable to any Delayed Draw Term Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Delayed Draw Term Lender resulting from the Delayed Draw Term Loans made by such Delayed Draw Term Lender.

“ Delta ” means Delta Air Lines, Inc., a Delaware corporation.

“ Delta FASA ” means the Delta Founder Airline Services Agreement, dated as June 30, 2003, between Delta and the Borrower.

“ Designated Non-Cash Consideration ” means the fair market value of non-cash consideration received by Holdings, the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“ Disposed EBITDA ” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business

(determined as if references to Holdings, the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “ Disposition ” and “ Dispose ” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“ Disqualified Equity Interests ” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Dollar Amount ” means, at any time:

(a) with respect to any Loan denominated in Dollars (including, with respect to any Swing Line Loan, any funded participation therein), the principal amount thereof then outstanding (or in which such participation is held);

(b) with respect to any Loan denominated in an Alternative Currency, the principal amount thereof then outstanding in the relevant Alternative Currency, converted to Dollars in accordance with Section 1.08 and Section 2.15(a); and

(c) with respect to any L/C Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if denominated in an Alternative Currency, the amount thereof converted to Dollars in accordance with Section 1.08 and Section 2.15(b).

“ Dollar Refinanced Term Loans ” has the meaning specified in Section 10.01.

“ Dollar Replacement Term Loans ” has the meaning specified in Section 10.01.

“ Dollar Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate

Loans, having the same Interest Period made by each of the Dollar Revolving Credit Lenders pursuant to Section 2.01(c)(i).

“ Dollar Revolving Credit Commitment ” means, as to each Dollar Revolving Credit Lender, its obligation to (a) make Dollar Revolving Credit Loans to the Borrowers pursuant to Section 2.01(c)(i), (b) purchase participations in Dollar Revolving L/C Obligations in respect of Dollar Revolving Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01 under the caption “Dollar Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders shall be $175,000,000 on the Second Amendment and Restatement Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement; provided that the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders shall increase to $200,000,000 on the Worldspan Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Dollar Revolving Credit Exposure ” means, as to each Dollar Revolving Credit Lender, the sum of the outstanding principal amount of such Revolving Credit Lender’s Dollar Revolving Credit Loans and its Pro Rata Share of the Dollar Revolving L/C Obligations and the Swing Line Obligations at such time.

“ Dollar Revolving Credit Facility ” means, at any time, the aggregate Dollar Amount of the Dollar Revolving Credit Commitments at such time.

“ Dollar Revolving Credit Lender ” means an Original Dollar Revolving Credit Lender, an Increased Original Dollar Revolving Credit Lender or a New Dollar Revolving Credit Lender, as the context may require, and are referred to collectively as the “ Dollar Revolving Credit Lenders ”.

“ Dollar Revolving Credit Loan ” has the meaning specified in Section 2.01(c)(i).

“ Dollar Revolving Credit Note ” means a promissory note of the Borrower payable to any Dollar Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-4 hereto, evidencing the aggregate Indebtedness of the Borrower to such Dollar Revolving Credit Lender resulting from the Dollar Revolving Credit Loans made by such Revolving Credit Lender.

“ Dollar Revolving L/C Advance ” means, with respect to each Dollar Revolving Credit Lender, such Lender’s funding of its participation in any Dollar Revolving L/C Borrowing in accordance with its Pro Rata Share.

“ Dollar Revolving L/C Borrowing ” means an extension of credit resulting from a drawing under any Dollar Revolving Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Dollar Revolving Credit Borrowing.

“Dollar Revolving L/C Credit Extension” means, with respect to any Revolving Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“Dollar Revolving L/C Issuer ” means UBS AG, Stamford Branch and any other Lender that becomes a Dollar Revolving L/C Issuer in accordance with Section 2.03(j) or 10.07(j), in each case, in its capacity as an issuer of Dollar Revolving Letters of Credit hereunder, or any successor issuer of Dollar Revolving Letters of Credit hereunder.

“ Dollar Revolving L/C Obligation ” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Dollar Revolving Letters of Credit (whether or not such maximum amount is then in effect under any such Dollar Revolving Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Dollar Revolving Letter of Credit) plus the aggregate of all Unreimbursed Amounts in respect of Dollar Revolving Letters of Credit, including all Dollar Revolving L/C Borrowings.

“ Dollar Revolving Letter of Credit ” means a Letter of Credit denominated in Dollars.

“ Dollar Revolving Letter of Credit Sublimit ” means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate Dollar Amount of the Dollar Revolving Credit Commitments.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“ ECF Percentage ” has the meaning specified in Section 2.05(b).

“ Eligible Assignee ” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous

Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ Equity Investors ” means the Sponsor, the Other Sponsor and the Management Stockholders.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“ Euro ” and “ EUR ” means the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.

“ Euro Refinanced Term Loans ” has the meaning specified in Section 10.01.

“ Euro Replacement Term Loans ” has the meaning specified in Section 10.01.

“ Eurocurrency Rate ” means, for any Interest Period with respect to any Eurocurrency Rate Loan or any Post-First Amendment and Restatement Credit-Linked Deposit:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Dow Jones Market screen (or

any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or Sterling (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or

(b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or Sterling (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period,

(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars or Sterling for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by UBS AG, Stamford Branch and with a term equivalent to such Interest Period would be offered by a London Affiliate of UBS AG, Stamford Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period,

(d) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the Telerate page 248 (or any successor thereto) for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (Brussels time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the European interbank market for deposits of amounts in Euros for delivery on the first day of such Interest Period,

(e) if the rate referenced in the preceding clause (d) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average Banking Federation of the European Union Interest Settlement Rate for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest

Period, or, if different, the date on which quotations would customarily be provided by leading banks in the European interbank market for deposits of amounts in Euros for delivery on the first day of such Interest Period, or

(f) if the rates referenced in the preceding clauses (d) and (e) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Euros for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by UBS AG, Stamford Branch and with a term equivalent to such Interest Period would be offered by a London Affiliate of UBS AG, Stamford Branch to major banks in the European interbank market at their request at approximately 11:00 a.m. (Brussels time) two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the European interbank market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period.

“ Eurocurrency Rate Loan ” means a Loan, whether denominated in Dollars or in an Alternative Currency, that bears interest at a rate based on the Eurocurrency Rate.

“ Euro Term Commitment ” means, as to each Euro Term Lender, its obligation to make a Euro Term Loan to the Borrower pursuant to Section 2.01(b) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(b) under the caption “Euro Term Commitment” or in the Assignment and Assumption pursuant to which such Euro Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Euro Term Commitments is €620,000,000.

“ Euro Term Lender ” means, at any time, any Lender that has a Euro Term Commitment or a Euro Term Loan at such time.

“ Euro Term Loan ” means a Loan made pursuant to Section 2.01(b).

“ Euro Term Note ” means a promissory note of the Borrower payable to any Euro Term Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Euro Term Lender resulting from the Euro Term Loans made by such Euro Term Lender.

“ Event of Default ” has the meaning specified in Section 8.01.

“ Excess Cash Flow ” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions (other than acquisitions of inventory in the ordinary course of business) by Holdings, the Borrower and the Restricted Subsidiaries completed during such period)), and

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income,

(ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

(iii) the aggregate amount of all principal payments of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries,

(iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by Holdings, the Borrower and the Restricted Subsidiaries during such period),

(vi) cash payments by Holdings, the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings, the Borrower and the Restricted Subsidiaries other than Indebtedness,

(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02(b), (i) or (n) to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings, the Borrower and the Restricted Subsidiaries,

(viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(i) to the extent such Restricted Payments were financed with internally generated cash flow of Holdings, the Borrower and the Restricted Subsidiaries,

(ix) the aggregate amount of expenditures actually made by Holdings, the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings, the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and

(xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Exchange Rate ” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of

exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.

“ Excluded Subsidiary ” means (a) any Subsidiary that is not a wholly owned Subsidiary of Holdings, (b) each Subsidiary listed on Schedule 1.01G hereto, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (d) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable and (f) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

“ Existing Letters of Credit ” means the letters of credit outstanding on the Worldspan Closing Date and set forth on Schedule 1.01E other than Letters of Credit under this Agreement prior to the Worldspan Closing Date.

“ Facility ” means the Tranche B Dollar Term Loans, the Euro Term Loans, the Letter of Credit Facility, the Dollar Revolving Credit Facility, the Alternative Currency Revolving Credit Facility or the Post-First Amendment and Restatement Synthetic L/C Facility, as the context may require, and are referred to collectively as the “ Facilities ”.

“ FASA Credits ” means the Delta FASA Credits and the Northwest FASA Credits, as defined in the Delta FASA and the Northwest FASA, respectively.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to UBS AG, Stamford Branch on such day on such transactions as determined by the Administrative Agent.

“ First Amended and Restated Credit Agreement ” has the meaning specified in the preliminary statements hereto.

“ First Amendment and Restatement Effective Date ” means the date that the conditions precedent set forth in Section 4.01 of the First Amended and Restated Credit Agreement were satisfied, which date was January 29, 2007.

“ Foreign Holdco ” means a direct wholly owned Subsidiary of Holdings which shall hold all of Holdings’ interests in all of its other Foreign Subsidiaries.

“ Foreign Lender ” has the meaning specified in Section 10.15(a)(i).

“ Foreign Plan ” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any Loan Party or any Subsidiary with respect to employees employed outside the United States.

“ Foreign Subsidiary ” means any direct or indirect Restricted Subsidiary of Holdings which is not a Domestic Subsidiary.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“ Funded Debt ” means all Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Original Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Granting Lender ” has the meaning specified in Section 10.07(h).

“ Guarantee ” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any

obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Original Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guarantors ” has the meaning specified in the definition of “Collateral and Guarantee Requirement”.

“ Guaranty ” means (a) the guaranty made by Holdings and the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedge Bank ” means (i) UBS AG, London branch, with respect to those certain three cross currency swaps executed by Borrower with UBS AG, London branch, each with an effective date of August 23, 2006 and (ii) any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“ High Yield Notes ” means the Senior Notes and Senior Subordinated Notes.

“ High Yield Notes Documentation ” means the High Yield Notes, and all documents executed and delivered with respect to the High Yield Notes, including the Senior Notes Indenture and the Senior Subordinated Notes Indenture.

“ Holdings ” has the meaning specified in the introductory paragraph to this Agreement.

“ Honor Date ” has the meaning specified in Section 2.03(c)(i).

“ Increased Original Dollar Revolving Credit Lender ” has the meaning given to such term in Section 2.01(c).

“ Increased Original Revolving Credit Commitment ” has the meaning given to such term in Section 2.01(c).

“ Incremental Amendment ” has the meaning specified in Section 2.14(a).

“ Incremental Facility Closing Date ” has the meaning specified in Section 2.14(a).

“ Incremental Term Loans ” has the meaning specified in Section 2.14(a).

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“ Indemnified Liabilities ” has the meaning specified in Section 10.05.

“ Indemnitees ” has the meaning specified in Section 10.05.

“ Information ” has the meaning specified in Section 10.08.

“ Intellectual Property Security Agreement ” means the Intellectual Property Security Agreement, substantially in the form attached as Exhibit J .

“ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; and (c) as to any Post-First Amendment and Restatement Credit-Linked Deposit, the last day of each Interest Period therefor or the date of any prepayment thereof.

“ Interest Period ” means, (a) as to each Eurocurrency Rate Loan subject to clauses (i) and (ii) of Section 1.09(b) of the First Amended and Restated Credit Agreement and clause (b) of the last sentence of Section 2.08(a), the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Borrower in its Committed Loan Notice (except for any Post-First Amendment and Restatement Synthetic L/C Loan, which shall initially have an Interest Period coincident with the Interest Period in effect for the Post-First Amendment and Restatement Credit-Linked Deposits at the time such Loan is made, subject to subsequent conversion in accordance with Section 2.02), and (b)(x) as to Original Post-First Amendment and Restatement Credit Linked Deposits that have been converted from Credit-Linked Deposits (as defined in the Original Credit Agreement) pursuant to the provisions of the First Amended and Restated Credit

Agreement, the period commencing on December 28, 2006, (y) as to Original Post-First Amendment and Restatement Credit-Linked Deposits that are made on the First Amendment and Restatement Effective Date pursuant to a commitment under a Tranche B Lender Addendum, the period commencing on the First Amendment and Restatement Effective Date, and, in each case, ending on the last Business Day of March 2007 and, in each case, for each period after such period, the day beginning on the last day of the previous period and ending on the next succeeding day that is the first to occur of the last Business Day of March, June, September or December, as the case may be, and (z) as to the New Post-First Amendment and Restatement Credit-Linked Deposits, the period commencing on the Worldspan Closing Date or on the last day of the preceding Interest Period and ending on the next succeeding day thereafter that is the last Business Day of March, June, September or December, as the case may be; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan or Post-First Amendment and Restatement Credit-Linked Deposit was made.

“ Intermediate Holding Company ” means any Subsidiary of Holdings that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Borrower.

“ Intermediate Parent ” has the meaning specified in the introductory paragraph to this Agreement.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IP Collateral ” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“ IP Rights ” has the meaning specified in Section 5.15.

“ IRS ” means the United States Internal Revenue Service.

“ Joint Bookrunners ” means UBS Securities LLC, Credit Suisse Securities (USA) LLC and Lehman Brothers Inc., each in its capacity as a Joint Bookrunner under this Agreement.

“ Judgment Currency ” has the meaning specified in Section 10.19.

“ Junior Financing ” has the meaning specified in Section 7.13(a).

“ Junior Financing Documentation ” means any documentation governing any Junior Financing.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Borrowing ” means a Revolving L/C Borrowing or a Post-First Amendment and Restatement Synthetic L/C Borrowing.

“ L/C Credit Extension ” a Revolving L/C Credit Extension or a Post-First Amendment and Restatement Synthetic L/C Credit Extension.

“ L/C Issuer ” means a Revolving L/C Issuer or the Post-First Amendment and Restatement Synthetic L/C Issuer.

“ L/C Obligations ” means the Revolving L/C Obligations and the Post-First Amendment and Restatement Synthetic L/C Obligations.

“ Lender ” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes, without limitation, any Delayed Draw Term Lender, any Increased Original Dollar Revolving Credit Lender, any New Dollar Revolving Credit Lender, an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ Letter of Credit ” means any Existing Letter of Credit or any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“ Letter of Credit Expiration Date ” means (a) with respect to Letters of Credit issued under the Revolving Credit Facilities, the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facilities (or, if such day is not a Business Day, the next preceding Business Day) and (b) with respect to Letters of Credit issued under the Post-First Amendment and Restatement Synthetic L/C Facility, the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Post-First Amendment and Restatement Synthetic L/C Facility (or, if such day is not a Business Day, the next preceding Business Day).

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to a Borrower under Article 2 in the form of a Tranche B Dollar Term Loan, a Euro Term Loan, a Revolving Credit Loan, a Post-First Amendment and Restatement Synthetic L/C Loan or a Swing Line Loan.

“ Loan Documents ” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents and (v) each Letter of Credit Application.

“ Loan Parties ” means, collectively, the Borrower and each Guarantor.

“ Management Stockholders ” means the members of management of Holdings or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“ Mandatory Cost ” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01D .

“ Master Agreement ” has the meaning specified in the definition of “Swap Contract.”

“ Material Adverse Effect ” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its

Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document.

“ Maturity Date ” means (a) with respect to the Revolving Credit Facilities, the sixth anniversary of the Original Closing Date and (b) with respect to the Term Loans and the Post-First Amendment and Restatement Synthetic L/C Facility, the seventh anniversary of the Original Closing Date; provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

“ Maximum Rate ” has the meaning specified in Section 10.10.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mortgage ” means a document in form and substance reasonably satisfactory to the Administrative Agent.

“ Mortgage Amendment ” has the meaning specified in Section 6.17.

“ Mortgage Policies ” has the meaning specified in Section 6.13(b)(ii).

“ Mortgaged Properties ” has the meaning specified in paragraph (g) of the definition of Collateral and Guarantee Requirement.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Cash Proceeds ” means:

(a) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash (whether in Dollars or an Alternative Currency) or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the

Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by Holdings, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed a Dollar Amount of (i) prior to the Worldspan Closing Date, $5,000,000 and (ii) on and after the Worldspan Closing Date, $7,250,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed a Dollar Amount of (i) prior to the Worldspan Closing Date, $15,000,000 and (ii) on and after the Worldspan Closing Date, $21,750,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

(b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“ New Dollar Revolving Credit Lender ” has the meaning given to such term in Section 2.01(c).

“ New Facilities ” means the Delayed Draw Term Loan Commitments, the Delayed Draw Term Loans, the increase in the Dollar Revolving Credit Commitments and the New Post-First Amendment and Restatement Synthetic L/C Commitment.

“ New Post-First Amendment and Restatement Credit-Linked Deposit ” means, in respect of each New Post-First Amendment and Restatement Synthetic L/C Lender, the cash deposit made by such Lender pursuant to Section 2.03(k)(i), as such amount may be (a) reduced from time to time pursuant to Section 2.06 or (b) reduced or increased from time to time pursuant to Section 2.03(c)(viii) or pursuant to assignments by or to such Lender pursuant to Section 10.07. The initial amount of each New Post-First Amendment and Restatement Synthetic L/C Lender’s Post-First Amendment and Restatement Credit-Linked Deposit shall be

equal to the amount of its New Post-First Amendment and Restatement Synthetic L/C Commitment on the Worldspan Closing Date.

“ New Post-First Amendment and Restatement Synthetic L/C Commitment ” means, as to each New Post-First Amendment and Restatement Synthetic L/C Lender, its obligation initially to fund its Post-First Amendment and Restatement Credit-Linked Deposit in an aggregate amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “New Post-First Amendment and Restatement Synthetic L/C Commitment” and after the Worldspan Closing Date to (a) make Post-First Amendment and Restatement Synthetic L/C Loans to the Borrower pursuant to Section 2.03(c)(viii) and (b) purchase participations in Post-First Amendment and Restatement Synthetic L/C Obligations in respect of Synthetic L/C Letters of Credit, in an aggregate principal amount at any one time outstanding not to exceed the amount of its Post-First Amendment and Restatement Credit-Linked Deposit, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate New Post-First Amendment and Restatement Synthetic L/C Commitments of all New Post-First Amendment and Restatement Synthetic L/C Lenders shall be $25,000,000 on the Worldspan Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ New Post-First Amendment and Restatement Synthetic L/C Lender ” means, at any time, any Lender that has a New Post-First Amendment and Restatement Synthetic L/C Commitment.

“ Non-Cash Charges ” has the meaning specified in the definition of the term “ Consolidated EBITDA ”.

“ Non-Consenting Lender ” has the meaning specified in Section 3.07(d).

“ Nonrenewal Notice Date ” has the meaning specified in Section 2.03(b)(iii).

“ Northwest ” means Northwest Airlines, Inc., a Minnesota corporation.

“ Northwest FASA ” means the Northwest Founder Airline Services Agreement, dated as of June 30, 2003, between Northwest and the Borrower.

“ Note ” means a Tranche B Dollar Term Note, a Euro Term Note, a Dollar Revolving Credit Note, an Alternative Currency Revolving Credit Note or a Post-First Amendment and Restatement Synthetic L/C Note as the context may require.

“ Notice of Intent to Cure ” has the meaning specified in Section 6.02(b).

“ Not Otherwise Applied ” means, with reference to any amount of Net Cash Proceeds of any transaction or event or of Excess Cash Flow that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b) and (b) was not (or is not simultaneously being) applied to anything other than that such particular use or transaction.

“ NPL ” means the National Priorities List under CERCLA.

“ Obligations ” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement, and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“ Orbitz Business ” means the Subsidiaries of Holdings whose assets and operations comprise the Orbitz Worldwide Business division of Holdings (as such division is currently comprised) and do not contain any portion (other than de minimis portions) of any business, operations or assets of Holdings or any of its Subsidiaries other than the Orbitz Worldwide Business (as such division is currently comprised).

“ Orbitz IPO ” means an initial public offering of common Equity Interests of Orbitz TopCo.

“ Orbitz TopCo ” means a Subsidiary that is part of the Orbitz Business that owns any and all of the other Subsidiaries of Holdings comprising the Orbitz Business.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Original Closing Date ” means August 23, 2006.

“ Original Closing Date Audited Financial Statements ” means the audited combined balance sheets of the Travelport business of Cendant Corporation as of each of December 31, 2005 and 2004, and the related audited consolidated statements of income,

stockholders’ equity and cash flows for the Travelport business of Cendant Corporation for the fiscal years ended December 31, 2005, 2004 and 2003, respectively.

“ Original Closing Date Equity Contributions ” means, collectively, (a) the contribution by the Equity Investors of an aggregate amount of cash of not less than $900,000,000 to Holdings or one or more direct or indirect holding company parents of Holdings, and (b) the further contribution to the Borrower of any portion of such cash contribution proceeds not directly received by the Borrower or used by Holdings to pay Transaction Expenses.

“ Original Closing Date Pro Forma Balance Sheet ” has the meaning specified in Section 5.05(a)(ii).

“ Original Closing Date Pro Forma Financial Statements ” has the meaning specified in Section 5.05(a)(ii).

“ Original Closing Date Transactions ” means, collectively, (a) the Original Closing Date Equity Contributions, (b) the acquisition of Travelport LLC by TDS Investor Corporation on the Original Closing Date, (c) the issuance of the High Yield Notes, (d) the funding of the Original Tranche B Dollar Term Loans and Euro Term Loans on the Original Closing Date, (e) the funding of the Credit-Linked Deposits under the Original Credit Agreement and the issuance of Letters of Credit thereunder on the Original Closing Date, (f) the consummation of any other transactions in connection with the foregoing, and (g) the payment of the fees and expenses incurred in connection with any of the foregoing.

“ Original Closing Date Transaction Expenses ” means any fees or expenses incurred or paid by Holdings, the Borrower or any Restricted Subsidiary in connection with the Original Closing Date Transactions, the Original Credit Agreement and the other Loan Documents and the transactions contemplated thereby.

“ Original Closing Date Unaudited Financial Statements ” means the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Target and its Subsidiaries for each subsequent fiscal quarter ended at least forty-five (45) days before the Original Closing Date, which financial statements shall be prepared in accordance with GAAP.

“ Original Credit Agreement ” has the meaning specified in the preliminary statements hereto.

“ Original Dollar Revolving Credit Lender ” has the meaning specified in Section 2.01(c).

“ Original Facilities ” means the Original Tranche B Dollar Term Commitments, the Euro Term Commitments, the Alternative Currency Revolving Credit Commitments under the First Amended and Restated Credit Agreement, the Dollar Revolving Credit Commitments under the First Amended and Restated Credit Agreement and the Original Post-First Amendment and Restatement Synthetic L/C Commitment.

“ Original Guarantor ” means any “Guarantor” under the First Amended and Restated Credit Agreement as in effect immediately prior to the Worldspan Closing Date.

“ Original Lenders ” has the meaning specified in the preliminary statements hereto.

“ Original Post-First Amendment and Restatement Credit-Linked Deposit ” means, in respect of each Original Post-First Amendment and Restatement Synthetic L/C Lender, the cash deposit made by such Lender pursuant to Section 2.03(k)(i), as such amount may be (a) reduced from time to time pursuant to Section 2.06 or (b) reduced or increased from time to time pursuant to Section 2.03(c)(viii) or pursuant to assignments by or to such Lender pursuant to Section 10.07. The initial amount of each Original Post-First Amendment and Restatement Synthetic L/C Lender’s Post-First Amendment and Restatement Credit-Linked Deposit shall be equal to the amount of its Original Post-First Amendment and Restatement Synthetic L/C Commitment on the First Amendment and Restatement Effective Date.

“ Original Post-First Amendment and Restatement Synthetic L/C Commitment ” means, as to each Original Post-First Amendment and Restatement Synthetic L/C Lender, its obligation initially to fund its Original Post-First Amendment and Restatement Credit-Linked Deposit in an aggregate amount set forth under the First Amended and Restated Credit Agreement and after the First Amendment and Restatement Effective Date to (a) make Post-First Amendment and Restatement Synthetic L/C Loans to the Borrower pursuant to Section 2.03(c)(viii) and (b) purchase participations in Post-First Amendment and Restatement Synthetic L/C Obligations in respect of Synthetic L/C Letters of Credit, in an aggregate principal amount at any one time outstanding not to exceed the amount of its Post-First Amendment and Restatement Credit-Linked Deposit, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Original Post-First Amendment and Restatement Synthetic L/C Commitments of all Original Post-First Amendment and Restatement Synthetic L/C Lenders shall be $125,000,000 on the First Amendment and Restatement Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Original Post-First Amendment and Restatement Synthetic L/C Lender ” means, at any time, any Lender that has an Original Post-First Amendment and Restatement Synthetic L/C Commitment.

“ Other Sponsor ” shall mean another financial sponsor identified to the Administrative Agent that is a purchaser of Equity Interests in Holdings on or promptly after the Original Closing Date.

“ Original Tranche B Dollar Term Commitment ” means, as to each Original Tranche B Dollar Term Lender, its obligation to make an Original Tranche B Dollar Term Loan to the Borrower pursuant to Section 2.01(a)(i) in an aggregate original Dollar Amount not to exceed the amount set forth in the First Amended and Restated Credit Agreement or in the Assignment and Assumption pursuant to which such Original Tranche B Dollar Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Original Tranche B Dollar Term Commitments is $1,406,475,000.

“ Original Tranche B Dollar Term Lender ” means, at any time, any Lender that has an Original Tranche B Dollar Term Commitment or an Original Tranche B Dollar Term Loan at such time.

“ Original Tranche B Dollar Term Loan ” means a Loan made pursuant to Section 2.01(a)(i).

“ Original Tranche B Dollar Term Note ” means a promissory note of the Borrower payable to any Original Tranche B Dollar Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Original Tranche B Dollar Term Lender resulting from the Original Tranche B Dollar Term Loans made by such Original Tranche B Dollar Term Lender.

“ Other Taxes ” has the meaning specified in Section 3.01(b).

“ Outstanding Amount ” means (a) with respect to the Tranche B Dollar Term Loans, Euro Term Loans, Revolving Credit Loans, Post-First Amendment and Restatement Synthetic L/C Loans and Swing Line Loans on any date, the Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Tranche B Dollar Term Loans, Euro Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Revolving Letters of Credit or Revolving L/C Credit Extensions as a Revolving Credit Borrowing), Post-First Amendment and Restatement Synthetic L/C Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing or Post-First Amendment and Restatement Synthetic L/C Borrowing, as the case may be) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of UBS AG, Stamford Branch in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Participant ” has the meaning specified in Section 10.07(e).

“ Participating Member State ” means each state so described in any EMU Legislation.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“ Permitted Acquisition ” has the meaning specified in Section 7.02(i).

“ Permitted Equity Issuance ” means any sale or issuance of any Qualified Equity Interests of Holdings (and, after a Qualifying IPO, of the Borrower or an Intermediate Holding Company) to the extent permitted hereunder.

“ Permitted Holders ” means each of (i) the Sponsor, (ii) the Management Stockholders and (iii) the Other Sponsor; provided that if the Management Stockholders own beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, they shall be treated as Permitted Holders of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time; provided further that if the Other Sponsor owns beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, it shall be treated as a Permitted Holder of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time.

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(t) or 7.13(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended;

provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Pledged Debt ” has the meaning specified in the Security Agreement.

“ Pledged Equity ” has the meaning specified in the Security Agreement.

“ Post-Acquisition Period ” means, with respect to the acquisition of an Acquired Entity or Business, the period beginning on the date such acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such acquisition is consummated.

“ Post-First Amendment and Restatement Credit-Linked Deposit ” means the Original Post-First Amendment and Restatement Credit-Linked Deposit and the New Post-First Amendment and Restatement Credit-Linked Deposit.

“ Post-First Amendment and Restatement Credit-Linked Deposit Account ” means the operating and/or investment account of, and established by, the Administrative Agent under its exclusive dominion and control that shall be used for the purposes set forth in Sections 2.03(c)(viii) and 2.03(k).

“ Post-First Amendment and Restatement Credit-Linked Deposit Cost Amount ” means, for any Interest Period with respect to the Post-First Amendment and Restatement Credit-Linked Deposits, an amount (expressed in basis points) reasonably determined by the Administrative Agent in good faith to represent the Administrative Agent’s administrative cost for investing the Post-First Amendment and Restatement Credit-Linked Deposits and maintaining the Post-First Amendment and Restatement Credit-Linked Deposit Account for such Interest Period, which amount shall not exceed 12.5 basis points for such Interest Period.

“ Post-First Amendment and Restatement Synthetic L/C Borrowing ” means an extension of credit resulting from a drawing under any Synthetic L/C Letter of Credit which has not been reimbursed on the applicable Honor Date and which amount is funded by reducing the Post-First Amendment and Restatement Credit-Linked Deposits by a like amount, consisting

of simultaneous Post-First Amendment and Restatement Synthetic L/C Loans having the same Interest Period made by each of the Post-First Amendment and Restatement Synthetic L/C Lenders pursuant to Section 2.03(c)(viii).

“ Post-First Amendment and Restatement Synthetic L/C Commitment ” means any Original Post-First Amendment and Restatement Synthetic L/C Commitment and any New Post-First Amendment and Restatement Synthetic L/C Commitment.

“ Post-First Amendment and Restatement Synthetic L/C Credit Extension ” means, with respect to any Synthetic L/C Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ Post-First Amendment and Restatement Synthetic L/C Exposure ” means, as to each Post-First Amendment and Restatement Synthetic L/C Lender, its Pro Rata Share of the Post-First Amendment and Restatement Synthetic L/C Obligations at such time.

“ Post-First Amendment and Restatement Synthetic L/C Facility ” means, at any time, the aggregate amount of the Post-First Amendment and Restatement Synthetic L/C Lenders’ Post-First Amendment and Restatement Synthetic L/C Commitments at such time.

“ Post-First Amendment and Restatement Synthetic L/C Issuer ” means UBS AG, Stamford Branch and its successors (including pursuant to Section 10.07(j)).

“ Post-First Amendment and Restatement Synthetic L/C Lender ” means, at any time, any Original Post-First Amendment and Restatement Synthetic L/C Lender or any New Post-First Amendment and Restatement Synthetic L/C Lender or any Lender that has an outstanding Post-First Amendment and Restatement Synthetic L/C Loan at such time.

“ Post-First Amendment and Restatement Synthetic L/C Loans ” means the loans deemed made by the Post-First Amendment and Restatement Synthetic L/C Lenders to the Borrower pursuant to Section 2.03(c)(viii) to reimburse drawings under a Synthetic L/C Letter of Credit, which loans are funded by reducing the Post-First Amendment and Restatement Credit-Linked Deposits by a like amount.

“ Post-First Amendment and Restatement Synthetic L/C Note ” means a promissory note of the Borrower payable to any Post-First Amendment and Restatement Synthetic L/C Lender or its registered assigns, in substantially the form of Exhibit C-6 hereto, evidencing the aggregate Indebtedness of the Borrower to such Post-First Amendment and Restatement Synthetic L/C Lender resulting from the Post-First Amendment and Restatement Synthetic L/C Loans made by such Post-First Amendment and Restatement Synthetic L/C Lender.

“ Post-First Amendment and Restatement Synthetic L/C Obligations ” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Synthetic L/C Letters of Credit (whether or not such maximum amount is then in effect under any such Synthetic L/C Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Synthetic L/C Letter of Credit) plus the aggregate of all Unreimbursed Amounts in respect of Synthetic L/C Letters of Credit, including all Post-First Amendment and Restatement Synthetic L/C Borrowings.

“ Principal L/C Issuer ” means the following (i) any L/C Issuer that has issued Letters of Credit under either Revolving Credit Facility having an aggregate Outstanding Amount in excess of $10,000,000 and (ii) the Post-First Amendment and Restatement Synthetic L/C Issuer.

“ Pro Forma Adjustment ” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of Holdings, the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“ Pro Forma Basis ”, “ Pro Forma Compliance ” and “ Pro Forma Effect ” mean, with respect to compliance with any test or covenant hereunder, that (A) if compliance for a Test Period ending on or before June 30, 2007 is being determined, the Transaction shall have been deemed to have been consummated on the first day of such applicable Test Period, (B) to the extent applicable, the Pro Forma Adjustment shall have been made and (C) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of Holdings or any division, product line, or facility used for operations of Holdings or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by Holdings, the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings, the Borrower and the Restricted

Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“ Pro Rata Share ” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“ Purchase Agreement ” means the Purchase Agreement by and among Cendant Corporation, Travelport LLC and TDS Investor LLC dated as of June 30, 2006.

“ Qualified Equity Interests ” means any Equity Interests that are not Disqualified Equity Interests.

“ Qualifying IPO ” means the issuance by Holdings, any direct or indirect parent of Holdings, any Intermediate Holding Company or the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“ Register ” has the meaning specified in Section 10.07(d).

“ Rejection Notice ” has the meaning specified in Section 2.05(b)(vi)

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“ Repricing and Delayed Draw Amendment ” means the Repricing and Delayed Draw Amendment to the First Amended and Restated Credit Agreement dated as of May 23, 2007 among Holdings, Intermediate Parent, the Borrower, the Administrative Agent, each Euro Term Lender under the First Amended and Restated Credit Agreement (after giving effect to the replacement of Non-Consenting Lenders, if any, pursuant to Section 3.07 thereof) and the Required Lenders under the First Amended and Restated Credit Agreement.

“ Repricing Amendment Agreement ” has the meaning assigned to such term in the preliminary statements hereto.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Tranche B Dollar Term Loans, Euro Term Loans, Revolving Credit Loans, or Post-First Amendment and Restatement Synthetic L/C Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in Dollar L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Tranche B Dollar Term Commitments, (c) aggregate unused Euro Term Commitments, (d) aggregate unused Revolving Credit Commitments and (e) aggregate Unused Post-First Amendment and Restatement Synthetic L/C Commitments; provided that the unused Tranche B Dollar Term Commitment, unused Euro Term Commitment, unused Revolving Credit Commitment and Unused Post-First Amendment and Restatement Synthetic L/C Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender or Holdings or any Affiliate thereof shall be excluded for purposes of making a determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Original Closing Date, the First Amendment and Restatement Effective Date or the Worldspan Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or the Borrower’s stockholders, partners or members (or the equivalent Persons thereof).

“ Restricted Subsidiary ” means any Subsidiary of Holdings (including any Intermediate Holding Company) other than an Unrestricted Subsidiary and other than the Borrower.

“ Revolving Commitment Increase ” has the meaning specified in Section 2.14(a).

“ Revolving Commitment Increase Lender ” has the meaning specified in Section 2.14(a).

“ Revolving Credit Borrowing ” means a Dollar Revolving Credit Borrowing or an Alternative Currency Revolving Credit Borrowing.

“ Revolving Credit Commitments ” means the collective reference to the Dollar Revolving Credit Commitment and the Alternative Currency Revolving Credit Commitment.

“ Revolving Credit Exposure ” means the collective reference to the Dollar Revolving Credit Exposure and the Alternative Currency Revolving Credit Exposure.

“ Revolving Credit Facilities ” means the collective reference to the Dollar Revolving Credit Facility and the Alternative Currency Revolving Credit Facility.

“ Revolving Credit Lenders ” means the collective reference to the Dollar Revolving Credit Lenders and the Alternative Currency Revolving Credit Lenders.

“ Revolving Credit Loans ” means the collective reference to the Dollar Revolving Credit Loans and the Alternative Currency Revolving Credit Loans.

“ Revolving Credit Notes ” means the collective reference to the Dollar Revolving Credit Notes and the Alternative Currency Revolving Credit Notes.

“ Revolving L/C Advances ” means the collective reference to Dollar Revolving L/C Advances and Alternative Currency Revolving L/C Advances.

“ Revolving L/C Borrowing ” means the collective reference to Dollar Revolving L/C Borrowings and Alternative Currency Revolving L/C Borrowings.

“ Revolving L/C Credit Extensions ” means the collectively reference to the Dollar Revolving L/C Credit Extensions and the Alternative Currency Revolving L/C Credit Extensions.

“ Revolving L/C Issuer ” means the collectively reference to the Dollar Revolving L/C Issuer and the Alternative Currency Revolving L/C Issuer.

“ Revolving L/C Obligations ” means, the collective reference to the Dollar Revolving L/C Obligations and the Alternative Currency Revolving L/C Obligations.

“ Revolving Letter of Credits ” means the collective reference to Dollar Revolving Letters of Credit and Alternative Currency Revolving Letters of Credit.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“ Same Day Funds ” (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Amendment and Restatement Effective Date ” means the date on which the conditions set forth in Section 4.01 have been satisfied.

“ Secured Hedge Agreement ” means any Swap Contract permitted under Section 7.03(f) that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

“ Securities Act ” means the Securities Act of 1933.

“ Security Agreement ” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G , together with each other security agreement supplement executed and delivered pursuant to Section 6.11.

“ Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Senior Notes ” means, collectively, (a) $450,000,000 in aggregate principal amount of the Borrower’s 9⅞% senior dollar fixed rate notes due 2014, (b) $150,000,000 in aggregate principal amount of the Borrower’s dollar floating rate senior unsecured notes due 2014 and (c) €235,000,000 in aggregate principal amount of the Borrower’s euro floating rate senior unsecured notes due 2014.

“ Senior Notes Indenture ” means the Indenture for the Senior Notes, dated as of August 23, 2006.

“ Senior Subordinated Notes ” means, collectively, (a) $300,000,000 in aggregate principal amount of the Borrower’s 11⅞% senior subordinated notes due 2016 and (b) €160,000,000 in aggregate principal amount of the Borrower’s 10⅞% senior euro fixed rate notes due 2016.

“ Senior Subordinated Notes Indenture ” means the Indenture for the Senior Subor