0001104659-06-052902 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • Georgia

This Employment Agreement is dated as of August 29, 2003 (the “Agreement”), and is between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware (the “Company”), Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware (“Holding”), and David Lauderdale (the “Executive”).

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Worldspan Technologies Inc. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 June 26, 2006
Employment Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation

Reference is made herein to the Employment Agreement (the “Agreement”), dated December 31, 2003, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“Holding”), Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”) and you (the “Executive”). Pursuant to the terms of this letter agreement, Holding, the Company, and the Executive agree to amend the provisions of the Agreement, effective as of June 26, 2006, as set forth below. Unless otherwise defined herein, any capitalized terms shall have the meanings as defined in the Agreement.

CONTENT AGREEMENT
Content Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • New York

This Content Agreement, dated as of May 11, 2006 (the “Agreement Date”), is by and between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware, USA (“Worldspan”), and Northwest Airlines, Inc., a corporation organized and existing under the laws of Minnesota (“Northwest”).

Worldspan Technologies Inc. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 June 26, 2006
Worldspan L P • August 9th, 2006 • Services-computer processing & data preparation

Reference is made herein to the Employment Agreement, as amended (the “Agreement”), dated October 20, 2003, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“Holding”), Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”) and you (the “Executive”). Pursuant to the terms of this letter agreement, Holding, the Company, and the Executive agree to amend the provisions of the Agreement, effective as of June 26, 2006, as set forth below. Unless otherwise defined herein, any capitalized terms shall have the meanings as defined in the Agreement.

CONTENT AGREEMENT
Content Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • Georgia

This Content Agreement (“Agreement”), dated as of April 3, 2006 (the “Agreement Date”), is by and between Worldspan L.P., a limited partnership organized and existing under the laws of Delaware, USA (“Worldspan”), and Continental Airlines, Inc., a corporation organized and existing under the laws of Delaware, USA (“Continental”).

JUNE 15, 2006 AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation

This June 15, 2006 AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 15th day of June, 2006 by and between Worldspan Technologies Inc., a Delaware corporation (“Holdings”), Worldspan, L.P., a Delaware limited partnership (the “Company”) and Rakesh Gangwal (the “Executive”).

Worldspan Technologies Inc. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 June 26, 2006
Employment Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation

Reference is made herein to the Employment Agreement (the “Agreement”), dated March 8, 2004, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“Holding”), Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”) and you (the “Executive”). Pursuant to the terms of this letter agreement, Holding, the Company, and the Executive agree to amend the provisions of the Agreement, effective as of June 26, 2006, as set forth below. Unless otherwise defined herein, any capitalized terms shall have the meanings as defined in the Agreement.

Worldspan Technologies Inc. 300 Galleria Parkway, N.W. Atlanta, Georgia 30339 June 26, 2006
Employment Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation

Reference is made herein to the Employment Agreement (the “Agreement”), dated August 29, 2003, among Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“Holding”), Worldspan, L.P. (the “Company” and collectively with Holdings, as the “Companies”) and you (the “Executive”). Pursuant to the terms of this letter agreement, Holding, the Company, and the Executive agree to amend the provisions of the Agreement, effective as of June 26, 2006, as set forth below. Unless otherwise defined herein, any capitalized terms shall have the meanings as defined in the Agreement.

Amendment 3 to Worldspan Asset Management Offering Agreement
Worldspan Asset Management Offering Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation

This amendment is the third amendment (“Amendment 3”) to the Asset Management Offering Agreement effective as of July 1, 2002, among Worldspan, L.P. (“Worldspan”), International Business Machines Corporation (“IBM”), and IBM Credit LLC (“IBM Credit”), Agreement ASVB594, as previously amended by Amendment 1 effective as of December 16, 2002, and Amendment 2 effective as of December 31, 2003 (collectively, the “AMO Agreement”).

CONTENT AGREEMENT
Content Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • New York

This Content Agreement (this “Agreement”), dated as of April 12, 2006 (the “Agreement Date”), is by and between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware, USA (“Worldspan”), and United Air Lines, Inc., a corporation organized and existing under the laws of Delaware, USA (“United”).

SECOND AMENDMENT DATED AS OF JUNE 21, 2006
Credit Agreement • August 9th, 2006 • Worldspan L P • Services-computer processing & data preparation • New York

This SECOND AMENDMENT (this “Amendment”) is entered into among WORLDSPAN TECHNOLOGIES INC., a Delaware corporation (“WTI”), WS HOLDINGS LLC, a Delaware limited liability company (“LP”), WORLDSPAN, L.P., a Delaware limited partnership (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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