S-4/A

As filed with the Securities and Exchange Commission on November 8, 2010

Registration No. 333-169741

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective

Amendment No. 2

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Travelport Limited

(Exact name of registrant parent guarantor as specified in its charter)

Bermuda
(State or Other Jurisdiction of
Incorporation or Organization) 4700
(Primary Standard Industrial
Classification Code Number) 98-0505100
(I.R.S. Employer
Identification No.)

Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

TDS Investor (Luxembourg) S.à.r.l.

(Exact name of registrant intermediate direct parent guarantor as specified in its charter)

Luxembourg
(State or Other Jurisdiction of
Incorporation or Organization) 4700
(Primary Standard Industrial
Classification Code Number) 98-0505096
(I.R.S. Employer
Identification No.)

19, rue de Bitbourg
Luxembourg L-1273
Luxembourg

Waltonville Limited

(Exact name of registrant intermediate indirect parent guarantor as specified in its charter)

Gibraltar
(State or Other Jurisdiction of
Incorporation or Organization) 4700
(Primary Standard Industrial
Classification Code Number) 98-0505112
(I.R.S. Employer
Identification No.)

57/63 Line Wall Road
Gibraltar

Travelport LLC

(Exact name of registrant issuer as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 4700
(Primary Standard Industrial
Classification Code Number) 20-8662915
(I.R.S. Employer
Identification No.)

Travelport
405 Lexington Avenue
New York, NY 10174

Travelport Inc.

*And the Subsidiary Guarantors listed below

(Exact name of registrant issuer as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 4700
(Primary Standard Industrial
Classification Code Number) 20-8352702
(I.R.S. Employer
Identification No.)

Travelport

405 Lexington Avenue

New York, NY 10174

(212) 915-9150

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Eric J. Bock, Esq.

Executive Vice President,

Chief Administrative Officer and General Counsel

Travelport

405 Lexington Avenue

New York, NY 10174

(212) 915-9150

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies of all communications to:

Gregory A. Fernicola, Esq.

Andrea L. Nicolàs, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036-6522

(212) 735-3000

(212) 735-2000 (facsimile)

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

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

Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering	Aggregate	Registration
Securities to be Registered	Registered	Price per Unit	Offering Price(1)	Fee
9% Senior Notes due 2016	$250,000,000	100%	$250,000,000	$17,825
Guarantees related to the 9% Senior Notes due 2016	N/A	N/A	N/A	N/A(2)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended. No separate fees are payable for this amendment.
(2)	No separate consideration is received for the guarantees, and, therefore, no additional fee is required.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

	State or
	Other	Primary
	Jurisdiction	Standard			Address, Including
	of	Industrial		I.R.S.	Zip Code
	Incorporation	Classification		Employer	of Registrant’s
	or	Code		Identification	Principal Executive
Name of Subsidiary Guarantors	Formation	Number		Number	Offices	Phone Number
Galileo Technologies, LLC	Delaware		4700	36-3751366	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
GTA North America, Inc.	Delaware		4700	42-1595566	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
OctopusTravel.com (USA) Limited	Delaware		4700	95-4830805	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
OWW2, LLC	Delaware		4700	20-5337455	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
Travel Industries, Inc.	Delaware		4700	84-0751209	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
Travelport, LP	Delaware		4700	43-1537250	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Travelport Holdings, LLC	Delaware		4700	20-8657242	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Travelport Holdings, Inc.	Delaware		4700	20-8657242	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
Travelport International Services, Inc.	Delaware		4700	36-4169692	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
Travelport Operations, Inc.	Delaware		4700	20-4141935	300 Interpace Parkway, Building C, Parsippany NJ 07054	973-939-1014
Worldspan LLC	Delaware		7374	26-4467904	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan BBN Holdings, LLC	California		7374	58-2607622	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan Digital Holdings, LLC	Delaware		7374	58-2611355	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan iJet Holdings, LLC	Delaware		7374	58-2645324	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014

	State or
	Other	Primary
	Jurisdiction	Standard			Address, Including
	of	Industrial		I.R.S.	Zip Code
	Incorporation	Classification		Employer	of Registrant’s
	or	Code		Identification	Principal Executive
Name of Subsidiary Guarantors	Formation	Number		Number	Offices	Phone Number
Worldspan Open Table Holdings, LLC	Georgia		7374	58-2611353	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan S.A. Holdings II, L.L.C.	Georgia		7374	58-2607619	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan South American Holdings LLC	Georgia		7374	58-2529667	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan Storemaker Holdings, LLC	Delaware		7374	58-2611361	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan Technologies Inc.	Delaware		7374	75-3125716	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan Viator Holdings, LLC	Delaware		7374	58-2611356	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
Worldspan XOL LLC	Georgia		7374	58-2530483	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014
WS Financing Corp.	Delaware		7374	75-3125720	300 Galleria Parkway, N.W., Atlanta GA 30339	973-939-1014

EXPLANATORY NOTE

This Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-169741) is filed solely for the purpose of amending Exhibits 5.2, 5.3 and 5.4 to such Registration Statement and amending “Part II-Item 21. Exhibits and Financial Statement Schedules.”

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

Each of the registrants, except as discussed below, are organized under the laws of the State of Delaware.

Delaware General Corporation Law.

Under the Section 145 of the Delaware General Corporation Law (“DGCL”), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

Article SIXTH of, Travelport Inc., Travelport Operations, Inc. and Travelport Holdings, Inc.’s Articles of Incorporation provides that: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

Article VIII of Travelport Inc., Travelport Operations, Inc. and Travelport Holdings, Inc.’s Bylaws provides that: Section 1 and Section 8.1, respectively. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Rights of Corporation. Subject to Section 8.3, the Corporation shall indemnify

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any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonable believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2 and Section 8.2, respectively.  Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3 and Section 8.3, respectively.  Authorization of Indemnification.  Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be. Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Section 4 and Section 8.4, respectively.  Good Faith Defined.  For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith and in a manner he or she reasonable believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers for the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the

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Corporation as a director, officer, employee or agent. The provisions in Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2, as the case maybe.

Section 5 and Section 8.5, respectively.  Indemnification by a Court.  Notwithstanding any contrary determination in the specific case under Section 8.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2, as the case may be. Neither a contrary determination in the specific case under Section 8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6, and Section 8.6, respectively.  Expenses Payable in Advance.  Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7 and Section 8.7, respectively.  Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 8 and Section 8.8, respectively.  Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director of officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article VIII.

Section 9 and Section 8.9, respectively.  Certain Definitions.  For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the

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request of the Corporation” shall include any service as a director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonable believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10 and Section 8.10, respectively.  Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11 and Section 8.11, respectively.  Limitation on Indemnification.  Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12 and Section 8.12, respectively.  Indemnification of Employees and Agents.  The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

Paragraph 8 of Travelport International Services, Inc.’s Articles of Incorporation provides that: The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

Article VII, Section 7 of Travelport International Services, Inc.’s Bylaws provides that: The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

Article EIGHT of OctopusTravel.com (USA) Limited’s Articles of Incorporation provides that: The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may be hereafter amended, any person who was or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or is serving or served at any time, at the request of the Corporation as a director, officer, employee or agent of another corporation or other entity, against all loss suffered and expenses incurred by such person; provided, however, the Corporation shall not indemnify any person for a Proceeding initiated by him or her unless the Proceeding was authorized by the Board of Directors. The Corporation shall also indemnify its directors and officers for expenses incurred in connection with such Proceeding to the fullest extent permitted by Section 145(e) of the General Corporation Law as in effect on the date of this Certificate of Incorporation or as the same may be hereafter amended.

Article SEVENTH of GTA North America, Inc. provides that: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

Article IV of GTA North America, Inc. and OctopusTravel.com (USA) Limited’s Bylaws provides that: Each person who is or was a director or officer of the corporation (and the heirs, executors or administrators of such person) who was or is made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such

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person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent permitted by applicable law. The right to indemnification conferred in this Article shall also include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition to the fullest extent authorized by applicable law. The right to indemnification conferred in this Article shall be a contract right.

The corporation may, by the action of its Board of Directors, provide indemnification to such employees and agents of the corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by applicable law.

The corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss incurred by such person in any such capacity, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under applicable law.

The rights and authority conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation or bylaws of the corporation, agreement, vote of shareholders or disinterested directors or otherwise.

Neither the amendment nor repeal of this Article nor the adoption of any provision of the certificate of incorporation or bylaws or any statute inconsistent with this Article shall eliminate or reduce the effect of this Article in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of an inconsistent provision.

Article VI of Travel Industries, Inc.’s Articles of Incorporation provides that: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article VI to authorize Corporation action further eliminating or limiting the personal liability of directors then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article VI by the stockholders of the Corporation shall not adversely afoot any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Article VIII of Travel Industries, Inc.’s Bylaws provides that: Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 2.  Advancing Expenses.  Expenses (including attorneys’ fees) incurred by a present or former director or officer of the corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in

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advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3.  Liability Offset.  The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 4.  Continuing Obligation.  The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5.  Nonexclusive.  The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise; both as to action in their official capacities and as to action in another capacity while holding such office. (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.  Other Persons.  In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7.  Definitions.  The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

WS Financing Corp. and Worldspan Technologies Inc.’s Bylaws provide for indemnification by WS Financing Corp. and Worldspan Technologies Inc. of any director or officer (as such term is defined in the bylaws) of WS Financing Corp. and Worldspan Technologies Inc. or a constituent corporation absorbed in a consolidation or merger, or any person who, at the request of WS Financing Corp. and Worldspan Technologies Inc. or a constituent corporation, is or was serving as a director or officer of, or in any other capacity for, any other enterprise, except to the extent that such indemnification is prohibited by law. The bylaws also provide that WS Financing Corp. and Worldspan Technologies Inc. shall advance expenses incurred by a director or officer in defending a proceeding prior to the final disposition of such proceeding. The board of directors, by majority vote of a quorum consisting of directors not parties to the proceeding, must determine whether the applicable standards of any applicable statute have been met. The bylaws do not limit WS Financing Corp.’s and Worldspan Technologies Inc.’s ability to provide other indemnification and expense reimbursement rights to directors, officers, employees, agents and other persons otherwise than pursuant to the bylaws. WS Financing Corp. and Worldspan Technologies Inc. may purchase insurance covering the potential liabilities of the directors and officers of WS Financing Corp. and Worldspan Technologies Inc. or any constituent corporations or any person who, at the request of WS Financing Corp. and Worldspan Technologies Inc. or a constituent corporation, is or was serving as a director or officer of, or in any other capacity for, any other enterprise.

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Limitation of Liability:  Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. WS Financing Corp.’s and Worldspan Technology Inc.’s certificate of incorporation provides for such limitation of liability.

Delaware Limited Liability Company Act.

Section 18-303(a) of the Delaware Limited Liability Company Act (“DLLCA”) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Certificate of Formation and the Amended and Restated Limited Liability Company Agreement of Travelport LLC are silent on indemnification provisions.

Article X of Galileo Technologies LLC’s Limited Liability Company Operating Agreement provides that: SECTION 10.1. Exculpation.  Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of any Manger, any Member, or any officer, directors, stockholders, partners, employees, representatives or agents of either of the foregoing, nor any officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

SECTION 10.2.  Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all Losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. Notwithstanding the foregoing, a Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud, willful misconduct, bad faith or gross negligence.

SECTION 10.3.  Advancement of Expenses.  The Company may pay for in advance or reimburse the reasonable expenses, including reasonable attorneys’ fees, incurred by a Covered Person in such proceeding referred to in Section 10.2 in advance of the final disposition of such proceeding, or, where appropriate, may assume the defense of any such Covered Person at the Company’s expense upon the receipt by the Company of an undertaking by such Covered Person to repay any amounts so advanced if such Covered Person is ultimately determined not to be entitled to indemnification pursuant to Section 10.2 hereof.

SECTION 10.4.  Indemnification Not Exclusive.  The indemnification and advancement of expenses provided for in this Article X shall not exclude, limit or preclude any other rights to which any such Covered Person seeking indemnification or advancement of expenses may be entitled under the Act, any agreement or

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contract, any other applicable law or otherwise, and shall continue as to a Covered Person who has ceased to serve as a manager, officer, employee, agent, partner, trustee, or in any other indemnified capacity, and shall inure to the benefit of the heirs, executors, administrators of any such Covered Person.

SECTION 10.5.  Insurance.  The Company may purchase and maintain insurance on behalf of any Covered Person against any liability asserted against or incurred by such Covered Person in any capacity or arising out of his or her status as such, whether or not the Company has the obligation or power to indemnify such Covered Person against such liability pursuant to the provisions of this Article X, the Act, or otherwise.

SECTION 10.6.  Continuation of Indemnity.  The provisions of this Article X shall continue to apply to any proceeding specified in Section 10.2 made or commenced against any Covered Person who has ceased to be a Covered Person entitled to Indemnification hereunder and shall insure to the benefit of the estate, heirs and personal representatives of such Covered Person.

Worldspan iJet Holdings, LLC’s, Worldspan Viator Holdings, LLC’s, Worldspan Digital Holdings, LLC’s, Worldspan Storemaker Holdings, LLC’s and Worldspan, LLC’s Certificate of Formation and Limited Liability Company Agreement are silent on indemnification.

OWW2, LLC’s Limited Liability Company Operating Agreement provides that SECTION 10.1. Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of any Manger, any Member, or any officer, directors, stockholders, partners, employees, representatives or agents of either of the foregoing, nor any officer, employee, representative or agent of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

SECTION 10.2.  Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all Losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. Notwithstanding the foregoing, a Covered Person shall not be entitled to indemnification under this Section 10.2 with respect to any claim, issue or matter in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud, willful misconduct, bad faith or gross negligence.

SECTION 10.3.  Advancement of Expenses.  The Company may pay for in advance or reimburse the reasonable expenses, including reasonable attorneys’ fees, incurred by a Covered Person in such proceeding referred to in Section 10.2 in advance of the final disposition of such proceeding, or, where appropriate, may assume the defense of any such Covered Person at the Company’s expense upon the receipt by the Company of an undertaking by such Covered Person to repay any amounts so advanced if such Covered Person is ultimately determined not to be entitled to indemnification pursuant to Section 10.2 hereof.

SECTION 10.4.  Indemnification Not Exclusive.  The indemnification and advancement of expenses provided for in this Article X shall not exclude, limit or preclude any other rights to which any such Covered Person seeking indemnification or advancement of expenses may be entitled under the Act, any agreement or contract, any other applicable law or otherwise, and shall continue as to a Covered Person who has ceased to serve as a manager, officer, employee, agent, partner, trustee, or in any other indemnified capacity, and shall inure to the benefit of the heirs, executors, administrators of any such Covered Person.

SECTION 10.5.  Insurance.  The Company may purchase and maintain insurance on behalf of any Covered Person against any liability asserted against or incurred by such Covered Person in any capacity or

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arising out of his or her status as such, whether or not the Company has the obligation or power to indemnify such Covered Person against such liability pursuant to the provisions of this Article X, the Act, or otherwise.

SECTION 10.6.  Continuation of Indemnity.  The provisions of this Article X shall continue to apply to any proceeding specified in Section 10.2 made or commenced against any Covered Person who has ceased to be a Covered Person entitled to Indemnification hereunder and shall insure to the benefit of the estate, heirs and personal representatives of such Covered Person.

Travelport Holdings, LLC’s Amended Certificate of Formation and Amended and Restated Limited Liability Company Operating Agreement are silent on indemnification.

Delaware Revised Uniform Limited Partnership Act.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Section 17-303 provides that a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, he or she participates in the control of the business. However, if the limited partner does participate in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner’s conduct, that the limited partner is a general partner.

Travelport, LP’s Amended and Restated Partnership Agreement is silent on indemnification.

California Limited Liability Company Act

Under Section 17153 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against on incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

Worldspan BBN Holdings, LLC is a limited liability company organized under the laws of the State of California.

Worldspan BBN Holdings, LLC’s Articles of Organization and Limited Liability Company Agreement are silent on indemnification provisions.

Georgia Limited Liability Company Act

Section 14-11-306 of the Georgia Limited Liability Company Act provides that subject to the standards and restrictions, if any, set forth in the article of organization or written operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided that a limited liability company shall not have the power to indemnify any member or manager for (i) for his or her intentional misconduct or knowing violation of the law or (ii) for any transaction for which the person received a personal benefit in violation of any provision of a written operating agreement.

Worldspan S.A. Holdings II, LLC, Worldspan Open Table Holdings, LLC, Worldspan XOL LLC and Worldspan South American Holdings LLC are limited liability companies organized under the laws of the State of Georgia.

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Worldspan S.A. Holdings II, LLC, Worldspan Open Table Holdings, LLC, Worldspan XOL LLC and Worldspan South American Holdings LLC’s Certificate of Formation Limited Liability Company Agreement are silent on indemnification.

Companies Act 1981 of Bermuda.

Section 98 of the Companies Act 1981 of Bermuda (as amended) provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.

Travelport Limited is incorporated under the laws of Bermuda.

Article 53 of Travelport Limited Bylaws provides that: 53.1 The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) for the time being acting in relation to any of the affairs of the Company, any subsidiary thereof, and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of all action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall. not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer.

53.2 The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him under the Act in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

Luxembourg’s Law on Commercial Corporations

Luxembourg’s Law on Commercial Corporations is silent on indemnification of officers, directors and managers. It does not establish any restrictions or guidance on indemnification of directors, corporate executives or managers.

TDS Investor (Luxembourg) S.à.r.l. is a société a responsibilité limitée incorporated under the laws of Luxembourg.

TDS Investor (Luxembourg) S.à.r.l.’s Articles of Incorporation are silent as to indemnification of its Managers, except Article 14 states that the manager(s) do not assume, by reason of its/their position, any

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personal liability in relation to commitments regularly made by them in the name of the company. They are authorized agents only and are therefore merely responsible for the execution of their mandate.

Gibraltar

Section 197 of the Companies Act 1930 of Gibraltar (as amended) provides that in a Gibraltar limited company the liability of the directors or managers, or of the managing director, may, if so provided by such company’s memorandum, be unlimited. It clarifies, however, that in a limited company in which the liability of a director or manager is unlimited, the directors or managers of the company (if any) and the member who proposes a person for election or appointment to the office of director or manager, shall add to that proposal a statement that the liability of the person holding that office will be unlimited, and the promoters, directors, managers and secretary (if any) of the company, or one of them, shall, before the person accepts the office or acts therein, give him notice in writing that his liability will be unlimited.

Section 204 of the Companies Act 1930 of Gibraltar (as amended) maintains that (other than as qualified below) any provision, whether contained in the articles of a Gibraltar company or in any contract with a Gibraltar company or otherwise, for exempting any director, manager or officer of the company, or any person (whether an officer of the company or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company, shall be void: albeit that a company may, in pursuance of any such provision as aforesaid, indemnify any such director, manager, officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 378 of the Companies Act 1930 of Gibraltar (as amended) in which relief is granted to him by the court.

Waltonville Limited is a corporation incorporated under the laws of Gibraltar.

Waltonville Limited’s current Memorandum of Association does not state that the liability of the directors or managers, the managing director (or any of them) is unlimited.

Article 38 of Waltonville Limited’s current Articles of Association states that the Directors, Managers, Secretary and other Officers or Servants for the time being of the Company acting in relation to any of the affairs of the Company, or every one of them shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they, or any of them, shall or may incur or sustain by reason of any contract entered into or act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective office, except such (if any) as they shall incur or sustain by or through their own wilful neglect or wilful default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them, or for joining in any receipt for the sake of conformity or for any bankers or other persons with whom any moneys or effects belonging to the company shall or may be lodged or deposited for safe custody, or for any defect of title of the Company to any property purchased, or for any insufficiency or deficiency of or defect of title of the Company to any security upon which any moneys of or belonging to the Company shall be placed out or invested, or for any loss, misfortune or damage resulting from any such cause as aforesaid or which may happen in the execution of their respective office or in relation thereto, except the same shall happen by or through their own wilful neglect or wilful default respectively.

Item 21.   Exhibits and Financial Statement Schedules.

Exhibits

Certain of the agreements included as exhibits to this prospectus contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

•  should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

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•  have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•  may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•  were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

Exhibit			Description	Incorporated by Reference To
	1	.1	Purchase Agreement, relating to the sale of the 9% Senior Notes due 2016, dated as of August 12, 2010, among Travelport Limited, Travelport LLC, Travelport Inc. and the guarantors named therein and Credit Suisse Securities (USA) LLC and UBS Securities LLC, as the representatives of the initial purchasers.	Exhibit 1.1 to the Current Report on Form 8-K of Travelport Limited, filed on August 18, 2010
	2	.1	Purchase Agreement by and among Cendant Corporation, Travelport Americas, Inc. (f/k/a Travelport Inc.), and Travelport LLC (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC), dated as of June 30, 2006.	Exhibit 2.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	2	.2	Amendment to the Purchase Agreement among Cendant Corporation, Travelport Americas, Inc., (f/k/a Travelport Inc.) (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC) and Travelport Limited (f/k/a TDS Investor (Bermuda), Ltd.), dated as of August 23, 2006, to the Purchase Agreement dated as of June 30, 2006.	Exhibit 2.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	2	.3	Agreement and Plan of Merger by and among Travelport LLC (f/k/a Travelport Inc.) Warpspeed Sub Inc., Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., Ontario Teachers Pension Plan Board and Blackstone Management Partners V, L.P., dated as of December 7, 2006.	Exhibit 2.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	2	.4	Separation and Distribution Agreement by and among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006.	Exhibit 2.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006
	3	.1.	Certificate of Formation of Travelport LLC (f/k/a Travelport Inc.)	Exhibit 3.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.2.	Amended and Restated Limited Liability Company Agreement of Travelport LLC (f/k/a Travelport Inc.)	Exhibit 3.2 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.3.	Certificate of Incorporation of Travelport Inc. (f/k/a B2B Newco, Inc.)	Exhibit 3.69 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007

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Exhibit			Description	Incorporated by Reference To
	3	.4.	By-laws of Travelport Inc. (f/k/a B2B Newco, Inc.)	Exhibit 3.70 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.5.	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)	Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.6.	Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)	Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.7.	Certificate of Incorporation of Waltonville Limited	Exhibit 3.7 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.8.	Memorandum and Articles of Association of Waltonville Limited	Exhibit 3.8 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.9.	Articles of Incorporation of TDS Investor (Luxembourg) S.à.r.l.	Exhibit 3.5 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.10.	Certificate of Incorporation of Travelport Holdings, Inc.	Exhibit 3.83 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.11.	By-laws of Travelport Holdings, Inc.	Exhibit 3.84 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.12.	Certificate of Formation of OWW2, LLC	Exhibit 3.12 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.13.	Limited Liability Company Operating Agreement of OWW2, LLC	Exhibit 3.13 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.14.	Amended Certificate of Incorporation of Travelport International Services, Inc. (f/k/a Galileo International Services, Inc.)	Exhibit 3.14 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.15.	By-laws of Travelport International Services, Inc. (f/k/a Galileo International Services, Inc.)	Exhibit 3.15 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.16.	Certificate of Formation of Galileo Technologies LLC	Exhibit 3.31 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007

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Exhibit			Description	Incorporated by Reference To
	3	.17.	Limited Liability Company Agreement of Galileo Technologies, LLC	Exhibit 3.32 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.18.	Certificate of Incorporation of Travelport Operations, Inc. (f/k/a TDS Operations, Inc.)	Exhibit 3.81 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.19.	By-laws of Travelport Operations, Inc. (f/k/a TDS Operations, Inc.)	Exhibit 3.82 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.20.	Certificate of Incorporation of GTA North America, Inc.	Exhibit 3.33 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.21.	Bylaws of GTA North America, Inc.	Exhibit 3.34 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.22.	Certificate of Incorporation of Travel Industries, Inc. (f/k/a Trip Acquisition Corp.) and Certificate of Merger of Travel Industries, Inc. with and into Trip Acquisition Corp	Exhibit 3.73 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.23.	By-laws Travel Industries, Inc. (f/k/a Trip Acquisition Corp.)	Exhibit 3.74 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.24.	Certificate of Incorporation of OctopusTravel.com (USA) Limited	Exhibit 3.51 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.25.	Bylaws of OctopusTravel.com (USA) Limited	Exhibit 3.52 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.26.	Amended and Restated Certificate of Incorporation of Worldspan Technologies Inc.	Exhibit 3.26 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.27.	Bylaws of Worldspan Technologies Inc.	Exhibit 3.27 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.28.	Amended Certificate of Formation of Travelport Holdings, LLC (f/k/a WS Holdings LLC)	Exhibit 3.28 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.29.	Amended and Restated Limited Liability Company Agreement of Travelport Holdings, LLC (f/k/a WS Holdings LLC)	Exhibit 3.29 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.

II-14

Exhibit			Description	Incorporated by Reference To
	3	.30.	Certificate of Formation of Worldspan LLC	Exhibit 3.30 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.31.	Limited Liability Company Operating Agreement of Worldspan LLC	Exhibit 3.31 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.32.	Ninth Amended and Restated Certificate of Limited Partnership of Travelport, LP	Exhibit 3.32 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.33.	Amended and Restated Agreement of Limited Partnership of Travelport, LP	Exhibit 3.33 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.34.	Certificate of Incorporation of WS Financing Corp.	Exhibit 3.3 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.35.	Bylaws of WS Financing Corp.	Exhibit 3.4 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.36.	Articles of Organization of Worldspan S.A. Holdings II, LLC	Exhibit 3.23 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.37.	Limited Liability Company Agreement of Worldspan S.A. Holdings II, LLC	Exhibit 3.24 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.38.	Certificate of Amendment to Certificate of Formation of Worldspan iJet Holdings, LLC	Exhibit 3.39 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.39.	Limited Liability Company Agreement of Worldspan iJet Holdings LLC	Exhibit 3.8 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.40.	Articles of Organization of Worldspan OpenTable Holdings, LLC	Exhibit 3.19 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.41.	Limited Liability Company Agreement of Worldspan OpenTable Holdings, LLC	Exhibit 3.20 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.42.	Articles of Organization of Worldspan XOL LLC	Exhibit 3.9 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003

II-15

Exhibit			Description	Incorporated by Reference To
	3	.43.	Limited Liability Company Agreement of Worldspan XOL LLC	Exhibit 3.10 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.44.	Certificate of Amendment to Certificate of Formation of Worldspan Viator Holdings, LLC	Exhibit 3.44 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.45.	Limited Liability Company Agreement of Worldspan Viator Holdings, LLC	Exhibit 3.18 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.46.	Articles of Organization of Worldspan BBN Holdings, LLC	Exhibit 3.11 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.47.	Limited Liability Company Agreement of Worldspan BBN Holdings, LLC	Exhibit 3.12 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.48.	Articles of Organization of Worldspan South American Holdings LLC	Exhibit 3.21 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.49.	Limited Liability Company Agreement of Worldspan South American Holdings LLC	Exhibit 3.22 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.50.	Certificate of Amendment to Certificate of Formation of Worldspan Digital Holdings, LLC	Exhibit 3.50 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.51.	Limited Liability Company Agreement of Worldspan Digital Holdings, LLC	Exhibit 3.14 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.52.	Certificate of Amendment to Certificate of Formation of Worldspan StoreMaker Holdings, LLC	Exhibit 3.52 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.53.	Limited Liability Company Agreement of Worldspan StoreMaker Holdings, LLC	Exhibit 3.16 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	4	.1	Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Notes.	Exhibit 4.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.2	Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Subordinated Notes.	Exhibit 4.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007

II-16

Exhibit			Description	Incorporated by Reference To
	4	.3	Supplemental Indenture No. 1 (with respect to the Senior Notes) dated January 11, 2007 between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.5 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.4	Supplemental Indenture No. 1 (with respect to the Senior Subordinated Notes) dated January 11, 2007 between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.6 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.5	Supplemental Indenture No. 2 (with respect to the Senior Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.7 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.6	Supplemental Indenture No. 2 (with respect to the Senior Subordinated Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.8 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.7	Indenture, relating to the 9% Senior Notes due 2016, dated as of August 18, 2010, by and among Travelport Limited, Travelport LLC, Travelport Inc. and the guarantors named therein, and The Bank of Nova Scotia Trust Company of New York, as trustee.	Exhibit 4.1 to the Current Report on Form 8-K of Travelport Limited, filed on August 18, 2010
	4	.8	Registration Rights Agreement, relating to the 9% Senior Notes due 2016, dated as of August 18, 2010, among Travelport Limited, Travelport LLC, Travelport Inc. and the guarantors named therein and Credit Suisse Securities (USA) LLC, as the representative of the initial purchasers.	Exhibit 4.2 to the Current Report on Form 8-K of Travelport Limited, filed on August 18, 2010
	5	.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP	Exhibit 5.1 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	5	.2	Opinion of Conyers Dill & Pearman Limited	Filed herewith.
	5	.3	Opinion of Hassans International Law Firm	Filed herewith.
	5	.4	Opinion of Arendt & Medernach	Filed herewith.
	5	.5	Opinion of Margaret Cassidy, Vice President and Assistant Secretary of Travelport Inc.	Exhibit 5.5 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	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.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and other lenders party thereto.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 30, 2007 (dated May 23, 2007)

II-17

Exhibit			Description	Incorporated by Reference To
	10	.2	Amendment No. 1, dated as of June 19, 2009, to the Second Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, and as further amended and restated on May 23, 2007, among Travelport LLC, Travelport Limited, UBS AG, Stamford Branch, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, the lenders party thereto, Credit Suisse Securities (USA) LLC, as Syndication Agent, and the other parties thereto.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on June 19, 2009
	10	.3	Amendment No. 2, dated as of November 25, 2009, to the 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, and as further amended from time to time, among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and other Lenders party thereto.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on December 1, 2009
	10	.4	Separation Agreement, dated as of July 25, 2007, by and between Travelport Limited and Orbitz Worldwide, Inc.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)
	10	.5	First Amendment to the Separation Agreement, dated as of May 5, 2008, between Travelport Limited and Orbitz Worldwide, Inc.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 7, 2008
	10	.6	Second Amendment to the Separation Agreement, dated as of January 23, 2009, between Travelport Limited and Orbitz Worldwide, Inc.	Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009
	10	.7	Transition Services Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc.	Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)
	10	.8	Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc.	Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)
	10	.9*	Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C. and Galileo Nederland B.V.	Exhibit 10.4 to the Current Report on Form 8-K/A filed by Travelport Limited on February 27, 2008 (dated July 23, 2007)
	10	.10*	First Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.36 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009
	10	.11	Second Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009
	10	.12*	Third Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009

II-18

Exhibit			Description	Incorporated by Reference To
	10	.13	Fourth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 13, 2009
	10	.14	Fifth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.15*	Sixth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010
	10	.16	Seventh Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010
	10	.17*	Amendment 6 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.31 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008
	10	.18*	Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008
	10	.19	Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.33 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008
	10	.20*	Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008
	10	.21*	Amendment 11 to the Worldspan Asset Management Offering Agreement, dated as of March 31, 2010, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010
	10	.22	Security Agreement dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited. Certain Subsidiaries of Holdings Identified Herein and UBS AG, Stamford Branch.	Exhibit 10.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	10	.23	Transition Services Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006.	Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006

II-19

Exhibit			Description	Incorporated by Reference To
	10	.24	Tax Sharing Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 28, 2006.	Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006
	10	.25	Travelport Americas, LLC Officer Deferred Compensation Plan.	Exhibit 10.20 to the Annual Report on Form 10-K of Travelport Limited filed on March 12, 2009
	10	.26	First Amendment to Travelport Americas, LLC Officer Deferred Compensation Plan.	Exhibit 10.15 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.27	Form of TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership.	Exhibit 10.28 to the Annual Report on Form 10-K filed by Travelport Limited on March 11, 2008
	10	.28	Amendment No. 7, dated as of February 9, 2010, to the TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership, dated as of December 19, 2007.	Exhibit 10.17 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.29	Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated 2006 Interest Plan	Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009
	10	.30	Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) — U.S. Senior Leadership Team.	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009
	10	.31	Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) for Gordon Wilson.	Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009
	10	.32	Service Agreement dated as of March 30, 2007, between Gordon Wilson and Galileo International Limited (n/k/a Travelport International Limited).	Exhibit 10.13 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	10	.33	Service Agreement between Travelport Holdings (Jersey) Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.34	Service Agreement between Travelport International Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.35	Amended and Restated Employment Agreement of Jeff Clarke, dated as of August 3, 2009.	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009
	10	.36	Amended and Restated Employment Agreement of Eric J. Bock, dated as of August 3, 2009.	Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009
	10	.37	Amended and Restated Employment Agreement of Kenneth Esterow, dated as of August 3, 2009.	Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009
	10	.38	Contract of Employment, dated as of October 1, 2009, among Philip Emery, Travelport International Limited and TDS Investor (Cayman) L.P.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on October 7, 2009
	10	.39	Form of Indemnification Agreement between Travelport Limited and its Directors and Officers.	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 14, 2008
	10	.40	Employment Agreement between Travelport Holdings (Jersey) Limited and Jeff Clarke, dated February 4, 2010.	Exhibit 10.35 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010

II-20

Exhibit			Description	Incorporated by Reference To
	10	.41	Letter of Appointment between Travelport Holdings (Jersey) Limited and Jeff Clarke, dated February 4, 2010.	Exhibit 10.36 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.42	Service Agreement between Travelport Holdings (Jersey) Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.43	Service Agreement between Travelport International Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010.
	10	.44	Letter of Appointment between Travelport Holdings (Jersey) Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.39 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.45	Employment Agreement between Travelport Limited and Kenneth Esterow, dated February 4, 2010.	Exhibit 10.40 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.46	Employment Agreement between Travelport Holdings (Jersey) Limited and Eric J. Bock, dated February 4, 2010.	Exhibit 10.41 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.47	Contract of Employment between Travelport Holdings (Jersey) Limited and Philip Emery, dated March 17, 2010.	Exhibit 10.42 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.48	Contract of Employment between Travelport International Ltd. and Philip Emery, dated March 17, 2010.	Exhibit 10.43 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.49	Letter of Appointment between Travelport Holdings (Jersey) Limited and Philip Emery, dated March 17, 2010.	Exhibit 10.44 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	12	.1	Computation of Earnings to Fixed Charges	Filed herewith
	21	.1	List of Subsidiaries	Exhibit 21 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	23	.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)	Exhibit 23.1 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	23	.2	Opinion of Conyers Dill & Pearman Limited (included in	Filed herewith.
			Exhibit 5.2)
	23	.3	Consent of Hassans International Law Firm (included in	Filed herewith.
			Exhibit 5.3)
	23	.4	Opinion of Arendt & Medernach (included in Exhibit 5.4)	Filed herewith.
	23	.5	Opinion of Margaret Cassidy, Vice President and	Exhibit 23.5 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
			Assistant Secretary of Travelport Inc. (included in
			Exhibit 5.5)
	23	.6	Consent of Deloitte LLP	Exhibit 23.6 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	23	.7	Consent of Deloitte & Touche LLP	Exhibit 23.7 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.

II-21

Exhibit			Description	Incorporated by Reference To
	25	.1	Form T-1	Exhibit 25.1 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.1	Financial Statements and Supplementary Date of Orbitz Worldwide, Inc.	Exhibit 99.1 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.2	Form of Letter of Transmittal	Exhibit 99.2 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Exhibit 99.3 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.4	Form of Letter to Clients	Exhibit 99.4 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.

* Confidential portions of these exhibits were redacted and filed separately with the Securities and Exchange Commission pursuant to requests for confidential treatment.

Item 22.   Undertakings

The undersigned registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4) That, for the purpose of determining liability under the Securities Act of 1933:

(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

II-22

(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

5) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

7) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

8) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

9) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

10) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT LLC*

By:  /s/  Rochelle Boas

Name:     Rochelle Boas

Title:  Authorized Person

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
** By: TDS Investor (Luxembourg) S.à.r.l, as Sole Member Name: John Sutherland	Manager	November 8, 2010

* Travelport LLC is a single member limited liability company managed by its sole member, TDS Investor (Luxembourg) S.à.r.l., and does not have any officers. A separate signature page for TDS Investor (Luxembourg) S.à.r.l. is included elsewhere in this Registration Statement.

**  /s/  Rochelle J. Boas

Rochelle J. Boas

Attorney-in-fact

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT INC.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. BoasAttorney-in-fact

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT LIMITED

By:  /s/  Eric Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Paul C. Schorr IV	Director	November 8, 2010
* Martin Brand	Director	November 8, 2010
* M. Gregory O’Hara	Director	November 8, 2010
* William Griffith	Director	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010

WALTONVILLE LIMITED

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Director

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director	November 8, 2010
/s/  Rochelle J. Boas Rochelle J. Boas	Director	November 8, 2010
* Simon Gray	Director	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, on November 8, 2010.

TDS INVESTOR (LUXEMBOURG) S.À.R.L.

By:  /s/  John Sutherland

Name:     John Sutherland

Title:  Manager

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Tony Whiteman	Manager	November 8, 2010
* John Sutherland	Manager	November 8, 2010
* Simon Gray	Manager	November 8, 2010
/s/  Rochelle J. Boas Rochelle J. Boas	Manager	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT HOLDINGS, INC.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

OWW2, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Manager	November 8, 2010
* Jeff Clarke	Manager and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT INTERNATIONAL SERVICES, INC.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

GALILEO TECHNOLOGIES LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Manager	November 8, 2010
* Jeff Clarke	Manager and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT OPERATIONS, INC.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

GTA NORTH AMERICA, INC.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVEL INDUSTRIES, INC.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

OCTOPUS TRAVEL.COM (USA) LIMITED

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN TECHNOLOGIES INC.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT HOLDINGS, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Worldspan Technologies, Inc., as Sole Member Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
* Jeff Clarke	Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN LLC^*

By:  Worldspan Technologies, Inc.,

as Sole Member

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Worldspan Technologies, Inc., as Sole Member Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010

* Worldspan LLC is a single member limited liability company managed by its sole member, Worldspan Technologies, Inc., and does not have any officers. A separate signature page for Worldspan Technologies, Inc. is included elsewhere in this Registration Statement.

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

TRAVELPORT LP*

By:  Travelport Holdings, LLC,

as General Partner

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC as General Partner Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010

* Travelport, LP is a limited partnership managed by its general partner, Travelport Holdings, LLC, and does not have any officers. A separate signature page for Travelport Holdings, LLC is included elsewhere in this Registration Statement.

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WS FINANCING CORP.

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Eric J. Bock Eric J. Bock	Director	November 8, 2010
* Jeff Clarke	Director and Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN S.A. HOLDINGS II, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
* Jeff Clarke	Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN IJET HOLDINGS, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
* Jeff Clarke	Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN OPEN TABLE HOLDINGS, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
*  Jeff Clarke	Principal Executive Officer	November 8, 2010
*  Philip Emery	Principal Financial Officer	November 8, 2010
*  Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN XOL LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
*  Jeff Clarke	Principal Executive Officer	November 8, 2010
*  Philip Emery	Principal Financial Officer	November 8, 2010
*  Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN VIATOR HOLDINGS, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer
and General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
*  Jeff Clarke	Principal Executive Officer	November 8, 2010
*  Philip Emery	Principal Financial Officer	November 8, 2010
*  Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN BBN HOLDINGS, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer and
General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
*  Jeff Clarke	Principal Executive Officer	November 8, 2010
*  Philip Emery	Principal Financial Officer	November 8, 2010
*  Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN SOUTH AMERICAN HOLDINGS LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President, Chief

Administrative Officer and

General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
*  Jeff Clarke	Principal Executive Officer	November 8, 2010
*  Philip Emery	Principal Financial Officer	November 8, 2010
*  Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN DIGITAL HOLDINGS, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President, Chief

Administrative Officer and

General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
* Jeff Clarke	Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 8, 2010.

WORLDSPAN STOREMAKER HOLDINGS, LLC

By:  /s/  Eric J. Bock

Name:     Eric J. Bock

Title:  Executive Vice President,
Chief Administrative Officer and
General Counsel

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric J. Bock and Rochelle J. Boas and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Rochelle J. Boas By: Travelport Holdings, LLC, as General Partner of the Sole Member, Travelport, LP Name: Rochelle J. Boas	Senior Vice President and Secretary	November 8, 2010
* Jeff Clarke	Principal Executive Officer	November 8, 2010
* Philip Emery	Principal Financial Officer	November 8, 2010
* Simon Gray	Principal Accounting Officer	November 8, 2010
* /s/  Rochelle J. Boas Rochelle J. Boas Attorney-in-fact

II-50

EXHIBITS

Exhibit			Description	Incorporated by Reference To
	1	.1	Purchase Agreement, relating to the sale of the 9% Senior Notes due 2016, dated as of August 12, 2010, among Travelport Limited, Travelport LLC, Travelport Inc. and the guarantors named therein and Credit Suisse Securities (USA) LLC and UBS Securities LLC, as the representatives of the initial purchasers.	Exhibit 1.1 to the Current Report on Form 8-K of Travelport Limited, filed on August 18, 2010.
	2	.1	Purchase Agreement by and among Cendant Corporation, Travelport Americas, Inc. (f/k/a Travelport Inc.), and Travelport LLC (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC), dated as of June 30, 2006.	Exhibit 2.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	2	.2	Amendment to the Purchase Agreement among Cendant Corporation, Travelport Americas, Inc., (f/k/a Travelport Inc.) (f/k/a TDS Investor Corporation, f/k/a TDS Investor LLC) and Travelport Limited (f/k/a TDS Investor (Bermuda), Ltd.), dated as of August 23, 2006, to the Purchase Agreement dated as of June 30, 2006.	Exhibit 2.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	2	.3	Agreement and Plan of Merger by and among Travelport LLC (f/k/a Travelport Inc.) Warpspeed Sub Inc., Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., Ontario Teachers Pension Plan Board and Blackstone Management Partners V, L.P., dated as of December 7, 2006.	Exhibit 2.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	2	.4	Separation and Distribution Agreement by and among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006.	Exhibit 2.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006
	3	.1	Certificate of Formation of Travelport LLC (f/k/a Travelport Inc.)	Exhibit 3.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.2	Amended and Restated Limited Liability Company Agreement of Travelport LLC (f/k/a Travelport Inc.)	Exhibit 3.2 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.3	Certificate of Incorporation of Travelport Inc. (f/k/a B2B Newco, Inc.)	Exhibit 3.69 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.4	By-laws of Travelport Inc. (f/k/a B2B Newco, Inc.)	Exhibit 3.70 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.5	Certificate of Incorporation of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)	Exhibit 3.3 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.6	Memorandum of Association and By-laws of Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)	Exhibit 3.4 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.7	Certificate of Incorporation of Waltonville Limited	Exhibit 3.7 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.

Exhibit			Description	Incorporated by Reference To
	3	.8	Memorandum and Articles of Association of Waltonville Limited	Exhibit 3.8 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.9	Articles of Incorporation of TDS Investor (Luxembourg) S.à.r.l.	Exhibit 3.5 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.10	Certificate of Incorporation of Travelport Holdings, Inc.	Exhibit 3.83 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.11	By-laws of Travelport Holdings, Inc.	Exhibit 3.84 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.12	Certificate of Formation of OWW2, LLC	Exhibit 3.12 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.13	Limited Liability Company Operating Agreement of OWW2, LLC	Exhibit 3.13 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.14	Amended Certificate of Incorporation of Travelport International Services, Inc. (f/k/a Galileo International Services, Inc.)	Exhibit 3.14 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.15	By-laws of Travelport International Services, Inc. (f/k/a Galileo International Services, Inc.)	Exhibit 3.15 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.16	Certificate of Formation of Galileo Technologies LLC	Exhibit 3.31 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.17	Limited Liability Company Agreement of Galileo Technologies, LLC	Exhibit 3.32 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.18	Certificate of Incorporation of Travelport Operations, Inc. (f/k/a TDS Operations, Inc.)	Exhibit 3.81 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.19	By-laws of Travelport Operations, Inc. (f/k/a TDS Operations, Inc.)	Exhibit 3.82 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.20	Certificate of Incorporation of GTA North America, Inc.	Exhibit 3.33 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.21	Bylaws of GTA North America, Inc.	Exhibit 3.34 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007

Exhibit			Description	Incorporated by Reference To
	3	.22	Certificate of Incorporation of Travel Industries, Inc. (f/k/a Trip Acquisition Corp.) and Certificate of Merger of Travel Industries, Inc. with and into Trip Acquisition Corp	Exhibit 3.73 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.23	By-laws Travel Industries, Inc. (f/k/a Trip Acquisition Corp.)	Exhibit 3.74 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.24	Certificate of Incorporation of OctopusTravel.com (USA) Limited	Exhibit 3.51 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.25	Bylaws of OctopusTravel.com (USA) Limited	Exhibit 3.52 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	3	.26	Amended and Restated Certificate of Incorporation of Worldspan Technologies Inc.	Exhibit 3.26 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.27	Bylaws of Worldspan Technologies Inc.	Exhibit 3.27 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.28	Amended Certificate of Formation of Travelport Holdings, LLC (f/k/a WS Holdings LLC)	Exhibit 3.28 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.29	Amended and Restated Limited Liability Company Agreement of Travelport Holdings, LLC (f/k/a WS Holdings LLC)	Exhibit 3.29 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.30	Certificate of Formation of Worldspan LLC	Exhibit 3.30 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.31	Limited Liability Company Operating Agreement of Worldspan LLC	Exhibit 3.31 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.32	Ninth Amended and Restated Certificate of Limited Partnership of Travelport, LP	Exhibit 3.32 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.33	Amended and Restated Agreement of Limited Partnership of Travelport, LP	Exhibit 3.33 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.34	Certificate of Incorporation of WS Financing Corp.	Exhibit 3.3 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.35	Bylaws of WS Financing Corp.	Exhibit 3.4 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003

Exhibit			Description	Incorporated by Reference To
	3	.36	Articles of Organization of Worldspan S.A. Holdings II, LLC	Exhibit 3.23 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.37	Limited Liability Company Agreement of Worldspan S.A. Holdings II, LLC	Exhibit 3.24 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.38	Certificate of Amendment to Certificate of Formation of Worldspan iJet Holdings, LLC	Exhibit 3.38 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.39	Limited Liability Company Agreement of Worldspan iJet Holdings LLC	Exhibit 3.8 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.40	Articles of Organization of Worldspan OpenTable Holdings, LLC	Exhibit 3.19 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.41	Limited Liability Company Agreement of Worldspan OpenTable Holdings, LLC	Exhibit 3.20 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.42	Articles of Organization of Worldspan XOL LLC	Exhibit 3.9 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.43	Limited Liability Company Agreement of Worldspan XOL LLC	Exhibit 3.10 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.44	Certificate of Amendment to Certificate Formation of Worldspan Viator Holdings, LLC	Exhibit 3.44 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.45	Limited Liability Company Agreement of Worldspan Viator Holdings, LLC	Exhibit 3.18 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.46	Articles of Organization of Worldspan BBN Holdings, LLC	Exhibit 3.11 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.47	Limited Liability Company Agreement of Worldspan BBN Holdings, LLC	Exhibit 3.12 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.48	Articles of Organization of Worldspan South American Holdings LLC	Exhibit 3.21 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.49	Limited Liability Company Agreement of Worldspan South American Holdings LLC	Exhibit 3.22 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003

Exhibit			Description	Incorporated by Reference To
	3	.50	Certificate of Amendment to Certificate Formation of Worldspan Digital Holdings, LLC	Exhibit 3.50 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.51	Limited Liability Company Agreement of Worldspan Digital Holdings, LLC	Exhibit 3.14 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	3	.52	Certificate of Amendment to Certificate of Formation of Worldspan StoreMaker Holdings, LLC	Exhibit 3.52 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	3	.53	Limited Liability Company Agreement of Worldspan StoreMaker Holdings, LLC	Exhibit 3.16 to the Registration Statement on Form S-4 of Worldspan L.P. and WS Financing Corp. (333-109064) filed on September 24, 2003
	4	.1	Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Notes.	Exhibit 4.1 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.2	Indenture dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.) and the Bank of Nova Scotia Trust Company of New York relating to the Senior Subordinated Notes.	Exhibit 4.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.3	Supplemental Indenture No. 1 (with respect to the Senior Notes) dated January 11, 2007 between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.5 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.4	Supplemental Indenture No. 1 (with respect to the Senior Subordinated Notes) dated January 11, 2007 between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.6 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.5	Supplemental Indenture No. 2 (with respect to the Senior Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.7 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.6	Supplemental Indenture No. 2 (with respect to the Senior Subordinated Notes) dated March 13, 2007 among Travelport LLC (f/k/a TDS Investor Corporation), TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York.	Exhibit 4.8 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	4	.7	Indenture, relating to the 9% Senior Notes due 2016, dated as of August 18, 2010, by and among Travelport Limited, Travelport LLC, Travelport Inc. and the guarantors named therein, and The Bank of Nova Scotia Trust Company of New York, as trustee.	Exhibit 4.1 to the Current Report on Form 8-K of Travelport Limited, filed on August 18, 2010
	4	.8	Registration Rights Agreement, relating to the 9% Senior Notes due 2016, dated as of August 18, 2010, among Travelport Limited, Travelport LLC, Travelport Inc. and the guarantors named therein and Credit Suisse Securities (USA) LLC, as the representative of the initial purchasers.	Exhibit 4.2 to the Current Report on Form 8-K of Travelport Limited, filed on August 18, 2010

Exhibit			Description	Incorporated by Reference To
	5	.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.	Exhibit 5.1 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	5	.2	Opinion of Conyers Dill & Pearman Limited	Filed herewith.
	5	.3	Opinion of Hassans International Law Firm	Filed herewith.
	5	.4	Opinion of Arendt & Medernach	Filed herewith.
	5	.5	Opinion of Margaret Cassidy, Vice President and Assistant Secretary of Travelport Inc.	Exhibit 5.5 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	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.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and other lenders party thereto.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 30, 2007 (dated May 23, 2007)
	10	.2	Amendment No. 1, dated as of June 19, 2009, to the Second Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007, and as further amended and restated on May 23, 2007, among Travelport LLC, Travelport Limited, UBS AG, Stamford Branch, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, the lenders party thereto, Credit Suisse Securities (USA) LLC, as Syndication Agent, and the other parties thereto.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on June 19, 2009
	10	.3	Amendment No. 2, dated as of November 25, 2009, to the 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, and as further amended from time to time, among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and other Lenders party thereto.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on December 1, 2009
	10	.4	Separation Agreement, dated as of July 25, 2007, by and between Travelport Limited and Orbitz Worldwide, Inc.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)
	10	.5	First Amendment to the Separation Agreement, dated as of May 5, 2008, between Travelport Limited and Orbitz Worldwide, Inc.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on May 7, 2008
	10	.6	Second Amendment to the Separation Agreement, dated as of January 23, 2009, between Travelport Limited and Orbitz Worldwide, Inc.	Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009
	10	.7	Transition Services Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc.	Exhibit 10.2 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)
	10	.8	Tax Sharing Agreement, dated as of July 25, 2007, by and between Travelport Inc. and Orbitz Worldwide, Inc.	Exhibit 10.3 to the Current Report on Form 8-K filed by Travelport Limited on July 27, 2007 (dated July 23, 2007)
	10	.9*	Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C. and Galileo Nederland B.V.	Exhibit 10.4 to the Current Report on Form 8-K/A filed by Travelport Limited on February 27, 2008 (dated July 23, 2007)

Exhibit			Description	Incorporated by Reference To
	10	.10*	First Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.36 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009
	10	.11	Second Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009
	10	.12*	Third Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International, L.L.C. (n/k/a Travelport International, L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 12, 2009
	10	.13	Fourth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by Travelport Limited on November 13, 2009
	10	.14	Fifth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.15*	Sixth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010
	10	.16	Seventh Amendment to Subscriber Services Agreement, dated as of July 23, 2007, by and among Orbitz Worldwide, Inc., Galileo International L.L.C. (n/k/a Travelport International L.L.C.) and Galileo Nederland B.V. (n/k/a Travelport Global Distribution System B.V.)	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010
	10	.17*	Amendment 6 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.31 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008
	10	.18*	Amendment 7 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.32 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008
	10	.19	Amendment 8 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.33 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008
	10	.20*	Amendment 9 to the Worldspan Asset Management Offering Agreement, dated as of July 1, 2002, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.34 to the Annual Report on Form 10-K filed by Travelport Limited on May 11, 2008

Exhibit			Description	Incorporated by Reference To
	10	.21*	Amendment 11 to the Worldspan Asset Management Offering Agreement, dated as of March 31, 2010, as amended, among Worldspan, L.P., Travelport Inc., Galileo International LLC, International Business Machines Corporation and IBM Credit LLC.	Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 6, 2010
	10	.22	Security Agreement dated as of August 23, 2006 by and among Travelport LLC (f/k/a Travelport Inc.), Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited. Certain Subsidiaries of Holdings Identified Herein and UBS AG, Stamford Branch.	Exhibit 10.2 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	10	.23	Transition Services Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 27, 2006.	Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006
	10	.24	Tax Sharing Agreement among Cendant Corporation (n/k/a Avis Budget Group, Inc.), Realogy Corporation, Wyndham Worldwide Corporation and Travelport Americas, Inc. (f/k/a Travelport Inc.), dated as of July 28, 2006.	Exhibit 10.1 to Cendant Corporation’s Current Report on Form 8-K dated August 1, 2006
	10	.25	Travelport Americas, LLC Officer Deferred Compensation Plan.	Exhibit 10.20 to the Annual Report on Form 10-K of Travelport Limited filed on March 12, 2009
	10	.26	First Amendment to Travelport Americas, LLC Officer Deferred Compensation Plan.	Exhibit 10.15 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.27	Form of TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership.	Exhibit 10.28 to the Annual Report on Form 10-K filed by Travelport Limited on March 11, 2008
	10	.28	Amendment No. 7, dated as of February 9, 2010, to the TDS Investor (Cayman) L.P. Sixth Amended and Restated Agreement of Exempted Limited Partnership, dated as of December 19, 2007.	Exhibit 10.17 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.29	Form of TDS Investor (Cayman) L.P. Fourth Amended and Restated 2006 Interest Plan.	Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009
	10	.30	Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) — U.S. Senior Leadership Team.	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009
	10	.31	Form of 2009 LTIP Equity Award Agreement (Restricted Equity Units) for Gordon Wilson.	Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on May 12, 2009
	10	.32	Service Agreement dated as of March 30, 2007, between Gordon Wilson and Galileo International Limited (n/k/a Travelport International Limited).	Exhibit 10.13 to the Registration Statement on Form S-4 of Travelport Limited (333-141714) filed on March 30, 2007
	10	.33	Service Agreement between Travelport Holdings (Jersey) Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.34	Service Agreement between Travelport International Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.35	Amended and Restated Employment Agreement of Jeff Clarke, dated as of August 3, 2009.	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009

Exhibit			Description	Incorporated by Reference To
	10	.36	Amended and Restated Employment Agreement of Eric J. Bock, dated as of August 3, 2009.	Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009
	10	.37	Amended and Restated Employment Agreement of Kenneth Esterow, dated as of August 3, 2009.	Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 6, 2009
	10	.38	Contract of Employment, dated as of October 1, 2009, among Philip Emery, Travelport International Limited and TDS Investor (Cayman) L.P.	Exhibit 10.1 to the Current Report on Form 8-K filed by Travelport Limited on October 7, 2009
	10	.39	Form of Indemnification Agreement between Travelport Limited and its Directors and Officers.	Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Travelport Limited on August 14, 2008
	10	.40	Employment Agreement between Travelport Holdings (Jersey) Limited and Jeff Clarke, dated February 4, 2010.	Exhibit 10.35 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.41	Letter of Appointment between Travelport Holdings (Jersey) Limited and Jeff Clarke, dated February 4, 2010.	Exhibit 10.36 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.42	Service Agreement between Travelport Holdings (Jersey) Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.37 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.43	Service Agreement between Travelport International Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.38 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.44	Letter of Appointment between Travelport Holdings (Jersey) Limited and Gordon Wilson, dated March 15, 2010.	Exhibit 10.39 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.45	Employment Agreement between Travelport Limited and Kenneth Esterow, dated February 4, 2010.	Exhibit 10.40 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.46	Employment Agreement between Travelport Holdings (Jersey) Limited and Eric J. Bock, dated February 4, 2010.	Exhibit 10.41 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.47	Contract of Employment between Travelport Holdings (Jersey) Limited and Philip Emery, dated March 17, 2010.	Exhibit 10.42 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.48	Contract of Employment between Travelport International Ltd. and Philip Emery, dated March 17, 2010.	Exhibit 10.43 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	10	.49	Letter of Appointment between Travelport Holdings (Jersey) Limited and Philip Emery, dated March 17, 2010.	Exhibit 10.44 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	12	.1	Computation of Earnings to Fixed Charges	Filed herewith
	21	.1	List of Subsidiaries	Exhibit 21 to the Annual Report on Form 10-K filed by Travelport Limited on March 17, 2010
	23	.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)	Exhibit 23.1 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	23	.2	Opinion of Conyers Dill & Pearman Limited (included in Exhibit 5.2)	Filed herewith.
	23	.3	Consent of Hassans International Law Firm (included in Exhibit 5.3)	Filed herewith.

Exhibit			Description	Incorporated by Reference To
	23	.4	Opinion of Arendt & Medernach (included in Exhibit 5.4)	Filed herewith.
	23	.5	Opinion of Margaret Cassidy, Vice President and Assistant Secretary of Travelport Inc. (included in Exhibit 5.5)	Exhibit 23.5 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	23	.6	Consent of Deloitte LLP	Exhibit 23.6 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	23	.7	Consent of Deloitte & Touche LLP	Exhibit 23.7 to the Pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (333-169741) filed on October 29, 2010.
	25	.1	Form T-1	Exhibit 25.1 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.1	Financial Statements and Supplementary Data of Orbitz Worldwide, Inc.	Exhibit 99.1 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.2	Form of Letter of Transmittal	Exhibit 99.2 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Exhibit 99.3 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.
	99	.4	Form of Letter to Clients	Exhibit 99.4 to the Registration Statement on Form S-4 of Travelport Limited (333-169741) filed on October 4, 2010.

* Confidential portions of these exhibits were redacted and filed separately with the Securities and Exchange Commission pursuant to requests for confidential treatment.

EX-5.2

Exhibit 5.2

November 8, 2010

Matter No.:339546
Doc Ref: Corpdoc346471
+441 299-4982
mary.ward@conyersdill.com

Travelport Limited
Clarendon House
2 Church Street
Hamilton HM11
Bermuda

Dear Sirs,

Travelport Limited
Exchange Offer of US$250,000,000 Senior Notes Due 2016

We have acted as special legal counsel in Bermuda to Travelport Limited (the “Company”) in connection with a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 4, 2010, as amended (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) of up to US$250,000,000 aggregate principal amount of 9% Senior Notes due 2016 (the “Exchange Notes”) to be issued by Travelport Inc. and Travelport LLC. The Exchange Notes are to be offered in exchange for a like principal amount of the issued and outstanding 9% Senior Notes due 2016 issued by Travelport Inc. and Travelport LLC on August 18, 2010 (the “Original Notes”) under the Indenture dated as of August 18, 2010, by and between the Company, Travelport Inc., Travelport LLC, TDS Investor (Luxembourg), S.à.r.l. (“Luxembourg Guarantor”),Waltonville Limited (“Foreign Holdco”), the other guarantors listed therein (the “Subsidiary Guarantors” and, together with the Company, Luxembourg Guarantor and Foreign Holdco, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Indenture”). The Indenture provides that the Exchange Notes will be unconditionally guaranteed as to the payment of principal

and interest, on an unsecured senior basis by each of the Guarantors (together, the “Guarantees”).

For the purposes of giving this opinion, we have examined the following documents:

(i)	an electronic copy of the Registration Statement;
(ii)	an electronic copy of the executed Indenture; and
(iii)	an electronic copy of the Registration Rights Agreement dated as of August 18, 2010 among Travelport LLC, Travelport Inc., Credit Suisse Securities (USA) LLC and the Guarantors listed on Schedule I therein (the “ Registration Rights Agreement”).

The documents listed in items (ii) through (iii) above are herein sometimes collectively referred to as the “ Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed the memorandum of association and the bye laws of the Company, each certified by the Secretary of the Company on October 28, 2010, unanimous written resolutions of its directors effective on 16 August 2010 (the “ Minutes”), and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the capacity, power and authority of each of the parties to the Documents, other than the Company, to enter into and perform its respective obligations under the Documents; (d) the due execution and delivery of the Documents by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby; (e) the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us; (f) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; (g) that the Company is entering into the Documents pursuant to its business of a holding company; (h) that there is

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no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein; (i) the validity and binding effect under the laws of the State of New York (the “ Foreign Laws”) of the Documents which are expressed to be governed by such Foreign Laws in accordance with their respective terms; (j) the validity and binding effect under the Foreign Laws of the submission by the Company pursuant to the Documents (as appropriate) to the non exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York (the “ Foreign Courts”); (k) that on the date of entering into the Documents the Company is and after entering into the Documents will be able to pay its liabilities as they become due.

The obligations of the Company under the Documents (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors; (b) will be subject to statutory limitation of the time within which proceedings may be brought; (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; (d) may not be given effect to by a Bermuda court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages; (e) may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement, the offering of the Exchange Notes by Travelport Inc. and Travelport LLC and the provision of the guarantee by the Company to the extent set forth in the Indenture, as described in the Registration Statement, and is not to be relied upon in respect any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority, or to pay any Bermuda government fee or tax, which would make it

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	liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
2.	The Company has the necessary corporate power and authority to enter into and perform its obligations under the Documents including the provision of the guarantee by the Company to the extent set forth in the Indenture.
3.	The Company has taken all corporate action required to authorise its execution, delivery and performance of the Documents.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

CONYERS DILL & PEARMAN LIMITED

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EX-5.3

Exhibit 5.3

Your reference
Our reference	MC/TG
Date	8th  November 2010

Waltonville Limited
57/63 Line Wall Road
Gibraltar

Dear Sirs

Waltonville Limited (“the Company”)

1.	We refer to the public offering by Travelport LLC, a Delaware limited liability company (“Travelport LLC”), and Travelport Inc., a Delaware corporation (“Travelport Inc.” and, together with Travelport LLC, the “Issuers”), of $250,000,000 aggregate principal amount of the Issuers’ 9% Senior Notes due 2016 (the “Exchange Notes”). The Indenture, dated as of August 18, 2010 (the “Indenture”), by and among the Issuers, the Company, certain other guarantors named therein (together with the Company, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), provides for the guarantee of the Exchange Notes by the Company (the “Company Guarantee”) and each of the Guarantors to the extent set forth in the Indenture (guarantees by the Guarantors are collectively referred to herein as the “Guarantees”). The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal amount of the issued and outstanding 9% Senior Notes due 2016 of the Issuers (the “Original Notes”) under the Indenture, as contemplated by the Registration Rights Agreement, dated as of August 18, 2010 (the “Registration Rights Agreement”), by and among the Issuers, the Guarantors, and Credit Suisse Securities (USA) LLC, as the representatives of the initial purchasers of the Original Notes.
2.	We are lawyers qualified to practise in Gibraltar. We have not made any investigation of, and do not express any opinion, as to the laws of any jurisdiction outside Gibraltar. This Opinion is given only in respect of the present laws of Gibraltar and having effect in Gibraltar and is limited to the facts and circumstances disclosed to us and subsisting as set out herein.
3.	For the purposes of this Opinion, we have examined the following documents:-

(a)	a copy of the executed Registration Rights Agreement; and
(b)	a copy of the executed Indenture.

The documents referred to at paragraph 3 shall be referred to as “the Agreements”.

4. We have in addition examined the following documents:

(a)	a certified true copy of the Certificate of Incorporation of the Company dated 6th August 2004 with incorporation number 92452;
(b)	a certified true copy of the Memorandum & Articles of Association of the Company;
(c)	a copy of resolutions in writing of the entire board of directors of the Company approving inter alia the terms of the Agreements and authorising due acceptance of the same by the Company (“the Resolutions”);
(d)	a Certificate of Good Standing, dated 29th October 2010, obtained from Companies House, Gibraltar in respect of the Company (“the Certificate”);
(e)	a copy of the Registration Statement on Form S-4 relating to the Exchange Notes and the Guarantees to be filed by the Issuers with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”); and
(f)	a copy of the form of Exchange Notes included as an exhibit to the Indenture.

	(together, “the Documents”)
	The Company is not registered as an Exempt Company under section 5(1) of the Companies (Taxation and Concessions) Act.
	Save as stated above, we have not examined or considered any other documentation whatsoever, nor have we made any other investigations or enquiries.
5.	In giving this Opinion, we have assumed without making any independent enquiry:

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(a)	the capacity, power and authority of all parties other than the Company, to enter into and perform their respective obligations under the Agreements in accordance with the laws by which they are expressed to be governed;
(b)	that all necessary corporate action has been taken to authorise the issue and execution of the Agreements by all parties other than the Company;
(c)	that the Agreements will constitute legal, valid and binding agreements enforceable in accordance with their respective terms, under their respective governing laws which are expressed to be the laws of the State of New York;
(d)	that the Agreements will be delivered to you unconditionally;
(e)	that the information which has been made available to us by Companies House, Gibraltar was complete, accurate and up-to-date as of the date on which it was issued and did not fail to disclose any material filings at the Companies Registry in Gibraltar and that the information contained in the Certificate is accurate as at the date hereof;
(f)	the genuineness of all and any signatures and seals;
(g)	the completeness and conformity to the originals of all documents submitted to us purporting to be copies or drafts of the originals;
(h)	to the extent that the obligations of any of the parties may be dependent upon such matters:

(i)

that each party to the Agreements, other than the Company, is duly incorporated and organised validly existing under the laws of its principal place of business;

(ii)

that all acts, conditions and things required to be done, fulfilled or undertaken under any law (including any and all authorisations and consents of any public authority of any jurisdiction), other than that of Gibraltar, in respect of the lawful execution or performance of the Agreements and in order to ensure that the Agreements are binding upon and enforceable against the parties thereto, other than the

3

	Company, have been, or will be done, fulfilled, undertaken or obtained; and
(iii)	that insofar as any obligations under the Agreements are to be performed in any jurisdiction outside Gibraltar their performance will be legal and effective in accordance with the laws of that jurisdiction and that in executing the Agreements the Company is not in breach of any other agreement, obligation or trust;

(i)	that no circumstances exist which would justify the setting aside of the Agreements by reason of fraud, misrepresentation, mistake or undue influence;
(j)	that the Company is solvent at the time of issue of this Opinion;
(k)	that the resolutions in writing have been duly passed by the entire board of directors of the Company observing all constitutional and other formalities have been observed and that the Resolutions are a true, complete and accurate record of the intentions of the Company acting through its entire board of directors as expressed therein, and that none of the resolutions contained in the Resolutions have been revoked, rescinded or otherwise amended or modified;
(l)	the choice of law to govern the Agreements is bona fide and is objectively concerned with the Agreements and was not made with the intention of evading the laws of Gibraltar or the jurisdiction of the Supreme Court of Gibraltar;
(m)	the copy of the Company’s Memorandum & Articles of Association is a complete and true copy of the original Memorandum & Articles of Association of the Company, as currently in force, and that no change had been made to it prior to the execution of the Agreements;
(n)	that it is not intended to obtain security over any real property in Gibraltar in connection with the Agreements;
(o)	that, in connection with the Agreements, no profits of the Company will accrue in, or be derived from, Gibraltar;

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6. Based solely on our consideration of the Agreements and Documents and subject to the qualifications, reservations and assumptions detailed above and in Paragraph 7 and Paragraph 9 below, we are of the opinion that:

(a)	The Company is a corporate body incorporated on the 6th August 2004 and is duly established and existing with limited liability under the laws of Gibraltar.
(b)	The Certificate shows, at the date thereof, that the Registered Office of the Company is 57/63 Line Wall Road, Gibraltar, the incorporation number of the Company is 92452, the Directors of the Company are Eric Bock, Jeff Clarke, Rochelle J Boas and Simon Gray and the authorised share capital of the Company is £4,000 divided into 4,000 Ordinary Shares of £1 each.
(c)	The Company has corporate power and legal capacity to carry on business as set out in its Memorandum and Articles of Association, to hold, dispose of, charge and otherwise deal with property, and to enter into and perform its obligations under the Agreements including offering the Company Guarantee to the extent set forth in the Indenture and to sue and be sued in its own name.
(d)	The Company has taken all actions required on its part to authorise the execution, delivery, performance and observance of the Agreements.
(e)	The execution delivery and performance by the Company of the Agreements will not:-

i)	contravene any existing law, regulation, Act, decree or authorisation to which it is subject;
ii)	contravene any provisions of the Company’s Certificate of Incorporation or Memorandum and Articles of Association.

(f)	The Agreements, executed by and on behalf of the Company in accordance with the authority conferred by the Resolutions will, when delivered, constitute valid and legally binding obligations of the Company enforceable in accordance with their respective terms.
(g)	Save as otherwise stated in this Opinion, no consent, permit, licence, approval or authorisation or exemption under Gibraltar law from any government, judicial or other authority is required in connection with the

5

	execution, delivery, performance, service, validity or enforceability of the Agreements.
(h)	Save as otherwise stated in this Opinion, the Company has obtained all authorisations, approvals and consents (including without limitation any exchange control consents) from all governmental or other authorities in Gibraltar necessary or appropriate for the execution and delivery by it of the Agreements and the exercise of its rights and the performance of its obligations under them (including without limitation, for making all payments due, or to become due, from it thereunder free from any deduction or withholding) and, save as otherwise stated in this Opinion, to render the same legal, valid, enforceable and admissible in evidence.
(i)	The Company will be bound by the express choice of law in the Agreements provided that the choice was bona fide legal and is not invalidated by reasons of public policy. We are not aware of any public policy and/or illegality in Gibraltar which would invalidate the choice of law or any other term in the Agreements.
(j)	The Company has legal capacity to submit irrevocably to the jurisdiction of the Courts it has chosen in the Agreements and is not entitled to claim any immunity from suit or execution of any judgment on the ground of sovereignty or otherwise.
(k)	Money judgments, not in the nature of a fine, tax or penalty, obtained in countries that accord reciprocal treatment to judgments obtained in Gibraltar, including e.g. various states of Australia/Bermuda are enforceable against the Company pursuant to the Judgments (Reciprocal Enforcement) Act 1935 (“the Act”) which provides for the enforcement in Gibraltar of money judgments.
	The applicable party can apply to the Gibraltar court for the issue of certificates of judgment, interest, and other particulars of the action to enable the applicable party to seek enforcement of the original judgment, with the judgment having direct operation once registered.
	(NB: The Act also provides for limited recognition of foreign judgments that cannot be or have not been registered).

An application for registration of an original judgment may be made if:

6

i.	The original judgment was given in a recognised country to which the Act has been extended;
ii.	The original judgment is not on appeal from a court which is not a recognised court under the Act;
iii.	The original judgment is not regarded for the purposes of enforcement as a judgment of that court that was given in another country;
iv.	The original judgment is not given by that court in proceedings founded on a judgment of the court in another country and having as their object the enforcement of that judgment;
v.	The original judgment is final and conclusive (even though an appeal may be pending or possible) or requires the judgment debtor to make an interim payment to the applicable party;
vi.	A sum of money is payable under the original judgment that is not for tax or a similar charge or in respect of a fine or other penalty;
vii.	In the case where the Act has been extended to the particular country from which the original judgment is being recognised, it is given after the coming into operation of the Order extending the Act to that particular country;
viii.	The application is made within six years of the original judgment being made or the last appeal adjudged;
ix.	The original judgment is unsatisfied, at least in part; and
x.	The original judgment is capable of execution in the original court.

It is possible to seek registration and enforcement of a part of the original judgment if other parts of the same judgment do not satisfy the conditions above.

The applicable party may apply to the Gibraltar court without notice or by issue of an originating application or claim forms, if the court directs. In either case, it must be supported by affidavit or witness statement. The hearing will be held in chambers. The procedure for registration of a foreign judgment for enforcement under the Act is set out in Parts 74.3 and 74.4 of the Civil Procedure Rules.

The judgment debtor can apply for the registration of a foreign judgment for enforcement under the Act to be set aside by way of an application pursuant to Parts 23 and 74.7 of the Civil Procedure Rules. The court must set aside the registration if:

7

i.	The Act does not apply to the original judgment, or the original judgment was registered in contravention of the provisions of the Act;
ii.	The original court had no jurisdiction;
iii.	The judgment debtor, as defendant in the original court, did not receive notice of the proceedings there to enable him to defend and did not appear;
iv.	The original judgment was obtained by fraud;
v.	The enforcement of the original judgment would be contrary to public policy; or
vi.	The rights under the original judgment are not vested in the person applying for registration.

The Gibraltar court also has discretion to set aside registration in cases where:

1.	It is satisfied that, prior to the date of the original judgment, the matter in dispute in the original court had finally and conclusively been determined by a court having jurisdiction in the matter; or
2.	An appeal is pending or could be brought, in which case the judgment debtor could be given a specified time to have the appeal heard. This discretion should be exercised with caution because the Gibraltar court is required to give “full faith and credit” to the original judgment.

	Pursuant to Section 17 of the Civil Jurisdiction and Judgments Act 1993, if the Company is involved in litigation in countries broad, the Gibraltar court, at the request of the other litigating party, may make interim orders, for example but not limited to orders freezing assets of the Company or for disclosure of documents, as if the case were proceeding in the Gibraltar Court.
(l)	Tax debts covered by the Mutual Legal Assistance (European Union) Act will be enforceable in Gibraltar unless specific conditions for non-assistance contained therein can be met. The recovery of tax debts other than under the said Act are not enforceable in Gibraltar.
(m)	There will be no withholding or other tax, duty, levy or impost to be deducted under Gibraltar law from any payment to be made under or in connection with the Agreements.

8

(n)	Any monies payable under, in connection with, or secured by the Agreements and the proceeds of any judgment obtained in respect of the Agreements in the Courts of Gibraltar, may be remitted out of Gibraltar without limit or restriction and without the need to obtain any consent, permit, licence, approval, authorisation or exemption of any person.
(o)	There will be no stamp duty, ad valorem or otherwise, or other tax or impost of any nature payable in respect of the execution, delivery, performance, observance or enforcement of the Agreements.
(p)	It is not necessary in order to enable you to claim and enforce in Gibraltar any right afforded to you by, or in connection with the Agreements, or by reason of the execution, delivery and performance of them by you, that you be licensed, qualified or otherwise entitled to carry on business in, or otherwise registered with, any authority of, or in Gibraltar.
(q)	You will not be deemed to be resident, domiciled or carrying on business in or subject to the laws of Gibraltar by reason of the execution, delivery, performance or enforcement of the Agreements.

7. We qualify this Opinion in the following respect:-

(a)	We have not advised nor do we purport to advise in respect of the commerciality of the transaction referred to in all or any of the documentation referred to in this letter.
(b)	We express no opinion as to the accuracy of any warranties or representations given or made (expressly or impliedly) under or by virtue of any of the documents herein mentioned.
(c)	We note that the directors of the Company are resident in the United States of America. This may be relevant in a determination, under the laws of said country, of the place of management and control of the Company, which determination may affect liability to taxation in said country. We offer no opinion in this respect.
(d)	We express no opinion on the liability of the Company to pay taxes in Gibraltar other than as expressly set out and qualified herein.

9

8.	The Certificate does not reveal, as at the date thereof, that any steps have been taken to appoint a receiver, a receiver and manager or liquidator over or to wind up the Company.
9.	The Agreements are expressed to be governed by the laws chosen therein, but if litigated in Gibraltar we would wish to put you on notice of the following reservations and qualifications:-

(a)	We express no opinion as to whether specific performance or injunctive relief, being equitable remedies, would necessarily be available in proceedings in the Gibraltar Courts in respect of any of the obligations of the Company under or arising out of the Agreements.
(b)	Under Gibraltar law the enforcement of the Company’s obligations under the Agreements may be limited by:-

(i)	general principles of equity and public policy; and
(ii)	applicable bankruptcy, insolvency, liquidation, reorganisation, moratoriums and other laws relating to the enforcement of creditors’ rights generally.

(c)	If proceedings are held in Gibraltar a Gibraltar Court may refuse to give effect to any obligation of the parties to pay the legal costs and other costs charges and expenses incurred by any party in respect of the costs of successful or unsuccessful litigation brought before that Court or where the Court has itself made an order for costs.
(d)	If proceedings are held in Gibraltar the Gibraltar Courts may not give effect to any obligations with respect to interest payments on overdue amounts if it could be established that the amount expressed as being payable was in the nature of a penalty.
(e)	Where any party to the Agreements is vested with a discretion or may determine a matter in its opinion and the proceedings are held in Gibraltar the Gibraltar Courts may require that such discretion be exercised reasonably or that such opinion is based upon reasonable grounds.
(f)	The question of severability and of unenforceable or void provisions would, if proceedings were held in Gibraltar, be determined by the Courts of Gibraltar at their sole discretion.

10

(g)	Claims may be or become barred under the Limitation Act in accordance with the applicable limitation period or may be or become subject to a defence of set-off or counter-claim.
(h)	A Gibraltar Court may not treat as evidence of any sum due from the Company under the Agreements, certificates, decisions or calculations of the other contracting parties to the Agreements, which the Agreements state are to be so treated.
(i)	Any requirement to pay compound interest may not be enforceable in a Gibraltar Court.
(j)	If any of the contracting parties in the Agreements are, or may be entitled under the Agreements, to do or omit to do any act, deed, matter or thing without prior notice to the Company, a Gibraltar Court may not give effect to such provisions.
(k)	A Gibraltar Court may examine the merits of any claims against the Company under any indemnity provision contained in the Agreements and may reserve its discretion in enforcing that claim.
(l)	A Gibraltar Court will not necessarily award costs and disbursements in litigation in accordance with contractual provisions and we have reservations as to the ability of a party to obtain judgment for payment of interest at default rates (as against prescribed Court rates) after judgment in the Courts of Gibraltar.
(m)	A Gibraltar Court may, in certain circumstances, hold a Charge to be a Floating Charge, even if it is described as a Fixed Charge.
(n)	The term “enforceable” as used in this Opinion means that the obligations assumed by the Company under the Agreements are of a type which the Courts of Gibraltar enforce. It does not mean that these obligations will necessarily be enforced in all circumstances in accordance with their terms.
(o)	The Indenture was registered at Companies House, Gibraltar on 1st September 2010.

10. The Certificate will not necessarily reveal whether or not a resolution has been passed, an appointment made, or proceedings commenced, or a charge or

11

	registrable document created, since particulars of such matters are not required to be recorded or delivered for registration at all (if the document constitutes a “security financial collateral arrangement” or a “title transfer financial collateral arrangement” as defined in the Financial Collateral Arrangements Act 2004) or only within a specified period. Furthermore, the Certificate will not disclose the existence of any actions taken or proposals made for winding-up the Company otherwise than by petition to the Supreme Court of Gibraltar.
11.	This Opinion letter is limited to matters of law of Gibraltar for the purposes of the filing of the Registration Statement, the offering of the Exchange Notes by the Issuers and the offering of the Company Guarantee by the Company, as described in the Registration Statement and may only be relied upon by you and any investors in the Exchange Notes. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
12.	This Opinion is to be governed by, and construed in accordance with, Gibraltar law and shall not give rise to any action of any nature in any jurisdiction other than Gibraltar.

Yours faithfully

Hassans

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EX-5.4

Exhibit 5.4

To: TDS Investor (Luxembourg) S.à r.l.

Luxembourg, 8 November 2010

TDS Investor (Luxembourg) S.à r.l.

Our ref: PB/VL 30554.4550517v4

Ladies and Gentlemen,

We are lawyers admitted to practice under the laws of Luxembourg.

1. In arriving at the opinions expressed below, we have examined and relied on the documents listed in Appendices B and C to this Opinion.

Words and expressions defined in the Documents shall, unless otherwise defined herein, have the same meanings when used in this Opinion.

Words and expressions defined in Appendix A shall have the same meanings when used in this Opinion.

2. This Opinion is confined to Luxembourg Law. Accordingly, we express no opinion with regard to any system of law other than Luxembourg Law. In particular:

(a) We express no opinion (i) on public international law or on the rules of or promulgated under any treaty or by any treaty organisation (save if entered into by and directly applicable in Luxembourg) or on any taxation laws of any jurisdiction (including Luxembourg), except as specifically set out herein, (ii) that the future or continued performance of a party’s obligations or the

	consummation of the transactions contemplated by the Documents will not contravene Luxembourg Law, its application or interpretation in each case to the extent that such laws, their application or interpretation, are altered in the future, and (iii) with regard to the effect of any systems of law (other than Luxembourg Law) even in cases where, under Luxembourg Law, any foreign law should be applied, and we therefore assume that any applicable law (other than Luxembourg Law) would not affect or qualify the opinions as set out below.
(b)	We express no opinion as to the correctness of any representation or warranty given by any of the parties (express or implied) under or by virtue of the Documents, save if and insofar as the matters represented or warranted are the subject matter of a specific opinion herein nor do we express any opinion on the rationale of the transactions considered by the Documents.
(c)	We have not been responsible for investigating or verifying the accuracy of the facts (or statements of foreign law) or the reasonableness of any statements of opinion or intention contained in any documents (other than this Opinion), or for verifying that no material facts or provisions have been omitted there from.
(d)	We express no opinion on the validity and enforceability of any documents other than the Documents even if referred to in such documents and have assumed that none of such documents will have any bearing on this Opinion.

3. For the purpose of this Opinion we have assumed:

(i)	the genuineness of all signatures, seals and stamps on all Documents submitted to us and the legal capacity of all individuals who have signed such documents;
(ii)	the completeness and conformity to originals thereof of all Documents submitted to us as certified, photostatic, faxed or e-mailed copies, the authenticity of the originals of such documents and the conformity to the executed originals of all Documents examined by us in draft form only;
(iii)	that the Contractual Documents have been executed by each of the parties thereto in the form examined by us;
(iv)	that the copies of the Corporate Documents submitted to us for examination, are true, complete and up to date copies and have not been rescinded or amended in any way since the date hereof;
(v)	that the principal place of business (principal établissement), the place of effective management (siège de direction effective) and (for the purposes of the Insolvency Regulation) the centre of main interests (centre des intérêts principaux) of the Company are located at the place of their registered office (siège statutaire) in Luxembourg;

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(vi)	that all consents, approvals, authorizations or orders required from any governmental or other regulatory authorities under the laws of any jurisdiction (other than Luxembourg) and all other requirements for the legality, validity and enforceability of the Contractual Documents under the laws of any jurisdiction (other than Luxembourg) have been duly obtained or fulfilled and are and will remain in full force and effect and that any conditions to which they are subject have been satisfied;
(vii)	the valid existence, capacity, power and authority of each of the parties to the Contractual Documents (other than the Company) to enter into, execute and perform their respective obligations under the Contractual Documents;
(viii)	that, in respect of the Contractual Documents and each of the transactions contemplated by, referred to in, provided for or effected by the Contractual Documents, (a) the parties to the Contractual Documents entered into the same in good faith and for the purpose of carrying out their business, (b) the parties to the Contractual Documents entered into the same without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction and (c) the entry into the Contractual Documents and the performance of any rights and obligations thereunder are in their best corporate interest;
(ix)	that the Contractual Documents have been duly authorized, executed and delivered by each of the parties thereto other than the Company in accordance with all applicable law (other than Luxembourg Law);
(x)	that all provisions of the Contractual Documents are legal, valid and binding upon the parties thereto, and are enforceable against such parties in accordance with the terms thereof and under the laws to which they are subject (other than Luxembourg Law);
(xi)	that there are no provisions of the laws of any jurisdiction other than Luxembourg which would be contravened by the execution of the Contractual Documents and that, insofar as any obligation to be incurred or performed under the Contractual Documents is to be performed in or is otherwise subject to the laws of any jurisdiction other than Luxembourg, its performance will not be illegal by virtue of the laws of that jurisdiction;
(xii)	as of the date hereof, the Company does not meet the criteria, nor threaten to meet the criteria for becoming subject to bankruptcy (faillite), insolvency, moratorium, controlled management (gestion contrôlée), suspension of payments (sursis de paiement), court ordered liquidation or reorganisation or any similar procedure affecting the rights of creditors generally (“Insolvency Proceedings”), and that the Company will not become subject to Insolvency Proceedings as a consequence of entering into the Contractual Documents;
(xiii)	that the choice of the laws of the State of New York to govern the Contractual Documents, with regard to any disputes thereunder, is legal, valid and binding under the laws of any applicable jurisdiction (other than Luxembourg) and that

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	such choice of law and submission would be recognized and given effect by the courts of any jurisdiction (other than Luxembourg);
(xiv)	that during the search made on 8 November 2010 at the Luxembourg trade and companies’ register, the register was complete and accurate at the time of such search.

4. This Opinion is given on the basis that it will be governed by and construed in accordance with Luxembourg Law and will be subject to Luxembourg jurisdiction. On the basis of such assumptions and subject to the qualifications set out below any factual matters, documents or events not disclosed to us, we are of the opinion that:

1)	The Company is a société à responsabilité limitée duly incorporated before a Luxembourg notary for an unlimited duration and validly existing under Luxembourg Law having all capacity and powers to own its own assets and to conduct its own business as it does at the date hereof,
2)	The Company has the necessary corporate power and capacity to enter into the Contractual Documents and to perform and execute its obligations under the Contractual Documents including the provision of the guarantee by the Company to the extent set forth in the Indenture and has taken all necessary corporate action to duly authorize the entering into and performance of the Contractual Documents,
3)	The execution and performance of the Contractual Documents does not conflict with the terms of the Articles of Incorporation or the laws of Luxembourg,
4)	Each of the Contractual Documents to which the Company is a party are legally valid, binding and enforceable against the Company in accordance with their respective terms,
5)	According to, and based solely on, the Non-Registration Certificate, as of 26 October 2010, none of the following judicial decisions has been recorded with the Luxembourg trade and companies register with respect to the Company: (i) judgements or court orders declaring the bankruptcy (faillite), (ii) judgements or court orders approving a voluntary arrangement with creditors (concordat préventif de faillite), (iii) court orders pronouncing a suspension of payment (sursis de paiement), (iv) judicial decisions regarding controlled management (gestion contrôlée), (v) judicial decisions pronouncing its dissolution or deciding on its liquidation, (vi) judicial decisions regarding the appointment of an interim administrator (administrateur provisoire), or (vii) judicial decisions taken by foreign judicial authorities concerning bankruptcy (faillite), voluntary arrangement (concordat) or any similar procedure in accordance with the Insolvency Regulation.
6)	The choice of the laws of the State of New York in the Contractual Documents by the parties thereto is valid, binding and enforceable under the laws of Luxembourg and will be recognised and given effect to in accordance with Article 678 et seq. of the Luxembourg Nouveau Code de Procédure Civile.

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7)	No authorisations, approvals, consents, licenses or other requirements either from any governmental, judicial or public bodies or authorities are required in connection with the legality, validity and enforceability of the Contractual Documents.
8)	No stamp or registration duty or similar taxes or charges are required to be paid in Luxembourg in respect of the execution or performance by the Company of the Contractual Documents, subject to qualification (iv).

     5. The opinions expressed above are subject to the following qualifications:

(i) the terms “enforceable”, “enforceability”, “valid”, “binding” and “effective” (or any combination thereof) where used above, mean that the obligations assumed by the relevant party under the relevant document are of a type which Luxembourg Law generally recognizes and enforces; it does not mean that these obligations will necessarily be enforced in all circumstances in accordance with their terms; in particular, enforcement before the courts of Luxembourg will in any event be subject to:

(a)	the nature of the remedies available in the Luxembourg courts (and nothing in this Opinion must be taken as indicating that specific performance or injunctive relief would be available as remedies for the enforcement of such obligations);
(b)	the acceptance by such courts of internal jurisdiction;
(c)	prescription or limitation periods (within which suits, actions or proceedings may be brought); and
(d)	the availability of defences such as, without limitation, set-off (unless validly waived), fraud, misrepresentation, unforeseen circumstances, undue influence, duress, error, and counter-claim;

(ii)	Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist in the laws of other jurisdictions. This Opinion may, therefore, only be relied on upon the express condition that any issues of the interpretation or liability arising thereunder will be governed by Luxembourg Law and be brought before a court in Luxembourg;
(iii)	the opinions set out hereabove as to enforceability are subject to all limitations by reason of national or foreign bankruptcy, insolvency, moratorium, controlled management, suspension of payment, fraudulent conveyance, general settlement of composition with creditors, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally;
(iv)	the registration of the Transaction Documents with the Administration de l’Enregistrement et des Domaines in Luxembourg may be required in the case of court proceedings in Luxembourg (if competent) or, in the case that the Transaction Documents must be produced before an official authority, in which

5

	case a registration duty would become payable. The courts or authority may, in this context, require that the Transaction Documents be translated into the French or German language;
(v)	where any obligations are to be performed or observed or are based upon a matter arising in a jurisdiction outside Luxembourg, they may not be enforceable under Luxembourg Law if and to the extent that such performance or observance would be unlawful, unenforceable, or contrary to public policy or public order under the laws of such jurisdiction. Notwithstanding the foreign jurisdiction clause, Luxembourg courts would have in principle jurisdiction for any summary proceedings in connection with assets located in Luxembourg;
(vi)	the Luxembourg courts would not apply a chosen foreign law if the choice were abusive and/or if:

(a)	the foreign law were not pleaded and proved; or
(b)	pleaded and proved, such foreign law would be contrary to the mandatory rules of Luxembourg Law or manifestly incompatible with Luxembourg public policy;

(vii)	it cannot be excluded that a Luxembourg court would hold that a judgment on a particular agreement or instrument, whether given in a Luxembourg court or elsewhere, would supersede such agreement or instrument to all intents and purposes, so that any obligation thereunder which by its terms would survive such judgement might not be held to do so;
(viii)	actions in Luxembourg courts must be brought in the name of the principal not of agent of the principal;
(ix)	a Luxembourg court may refuse to give effect to a provision in the Contractual Documents which attempts to make one or more provisions in the Contractual Documents several from other provisions therein, in particular if to do so would affect the substance of the Contractual Documents;
(x)	contractual limitations of liability are unenforceable in case of gross or intentional negligence;
(xi)	the enforcement of the Contractual Documents in Luxembourg will be subject to the rules of civil and commercial procedure as applied by the courts of Luxembourg;
(xii)	the Non-Registration Certificate does not determine conclusively whether or not the matters referred to therein have occurred or not at the date referred to in such Non-Registration Certificate due to the lapse between the passing of the actual judicial decisions referred to therein and their recording with the Luxembourg trade and companies register. Please note also that judicial decisions taken in any jurisdiction in which the Insolvency Regulation is not applicable are not subject to mandatory registration with the Luxembourg trade and companies register;

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(xiii)	any provision providing for the recovery of legal fees incurred in or in connection with the preservation and enforcement of any of the rights of the parties might not be enforceable; and
(xiv)	with respect to provisions under which determination of circumstances by any party is conclusive and binding upon any other party, a Luxembourg court would be authorized to examine whether such determination occurred in good faith.

6. This Opinion is limited to matters of Luxembourg law for the purposes of the filing of the registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) and the provision of the guarantee by the Company to the extent set forth in the Indenture, as described in the Registration Statement and may be relied upon by you and any investors in the Exchange Notes. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder in relation to the matters referred to herein only for your benefit (and any assignee or transferee). This Opinion is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any agreement or document referred to in the Contractual Documents or otherwise.

Yours faithfully,

Arendt & Medernach
by: Pierre Beissel

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APPENDIX A — DEFINITIONS

Company means TDS Investor (Luxembourg) S.à r.l., a société à responsabilité limitée incorporated and existing under the laws of Luxembourg, having its registered office at 19, rue de Bitbourg, L-1273 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 118284.

Contractual Documents means the Indenture and the Registration Rights Agreement.

Corporate Documents means the documents listed in Appendix B hereto.

Documents means the Contractual Documents and the Corporate Documents.

Domiciliation Law means the Luxembourg law of 31 May 1999, as amended, regarding the domiciliation of companies (Mémorial A, Journal Officiel du Grand-Duché de Luxembourg, N° 77, 21/06/1999, p. 1 ff.).

Indenture means the indenture executed on 18 August 2010 by and between, among others, Travelport LLC and Travelport, Inc., the Company as one of the guarantors (as defined herein) and The Bank of Nova Scotia Trust Company of New York, N.A. as trustee.

Insolvency Regulation means the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings (OJEC L 160, 30/06/2000, p. 1 ff.).

Luxembourg Law means the laws of Luxembourg (including European law which by its nature is directly applicable in Luxembourg) as they stand as at the date hereof and as such laws are currently interpreted in published case law of the courts of Luxembourg or, to the extent this Opinion concerns documents executed prior to this date, the date of their execution and the period to date.

Mémorial means the Mémorial C, Journal Officiel du Grand-Duché de Luxembourg, Recueil des Sociétés et Associations.

Non-Registration Certificate means the certificate of non-registration of a judicial decision (certificat de non-inscription d’une décision judiciaire) dated 26 October 2010 and issued by the Luxembourg trade and companies register in relation to the Company.

Registration Rights Agreement means the registration rights agreement executed on 18 August 2010, among others, by Travelport LLC and Travelport, Inc as the issuers, the Company as one of the guarantors and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers.

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APPENDIX B — CORPORATE DOCUMENTS

1.	A copy of the updated articles of incorporation of the Company as at 6 February 2007 (the “Articles of Incorporation”);
2.	An excerpt from the trade and companies’ register in relation to the Company dated 26 October 2010;
3.	A copy of the manager’s resolutions of the Company dated 12 August 2010 approving the Contractual Documents;
4.	The Non-Registration Certificate.

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APPENDIX C — CONTRACTUAL DOCUMENTS

1.	an executed copy of the Indenture, and
2.	an executed copy of the Registration Rights Agreement.

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CORRESP

Skadden, Arps, Slate, Meagher & Flom llp
FOUR TIMES SQUARE
NEW YORK 10036-6522
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com

November 8, 2010

VIA EDGAR TRANSMISSION

Mr. Justin T. Dobbie
Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

     Re:      Travelport Limited
Registration Statement on Form S-4
Filed on October 4, 2010
File No. 333-169741& -01 to -26

Dear Mr. Dobbie:

          On behalf of Travelport Limited (the “Company”), submitted herewith for filing is Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form S-4 (File No. 333-169741 and -01 to -26) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 4, 2010. The Company is filing this Amendment No. 2 in response to comments contained in the letter dated November 5, 2010 (the “Letter”) from Mr. Dobbie of the staff (the “Staff”) of the Commission to Eric J. Bock, the Company’s Executive Vice President, Chief Administrative Officer and General Counsel.

Mr. Justin T. Dobbie
Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
November 8, 2010
Page 2

          Set forth below are the Company’s responses to the comments raised in the Letter. For the convenience of the Staff, the comments in the Letter are reprinted in bold and italics and is followed by the corresponding response of the Company.

     Exhibit 5.2

           1. Investors are entitled to rely upon the legality opinion. Accordingly, please have counsel delete the last sentence of the third full paragraph on page 3.

          In response to the Staff’s comment, Bermuda counsel has revised the last sentence of the third full paragraph on page 3 of the legality opinion and has also deleted the reference to the opinion being issued solely for the Company’s benefit and use and that it is not to be relied upon by any other person, firm or entity. Accordingly, the Company has filed a revised Exhibit 5.2 opinion.

     Exhibit 5.3

           2. Refer to the last sentence of paragraph 2 on page 1. The legality opinion should speak as of the date of effectiveness. Please have counsel revise accordingly or confirm that you will refile the opinion on the date of effectiveness.

          In response to the Staff’s comment, Gibraltar counsel has revised the last sentence of paragraph 2 on page 1 of the legality opinion.

          3. Investors are entitled to rely upon the legality opinion. Accordingly, please have counsel revise the first sentence of paragraph 11 on page 12.

          In response to the Staff’s comment, Gibraltar counsel has revised the legality opinion to indicate that it may also be relied upon by investors. Accordingly, the Company has filed a revised Exhibit 5.3 opinion to reflect the Staff’s comments thereto.

     Exhibit 5.4

           4. Please have counsel delete assumption 3(iv) on page 2. It is inappropriate to assume there are no other agreements or understanding between or among persons who include your clients.

          In response to the Staff’s comment, Luxembourg counsel has deleted assumption 3(iv) on page 2 of the legality opinion.

Mr. Justin T. Dobbie
Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
November 8, 2010
Page 3

          5. Refer to the first sentence of paragraph 6 on page 7. The legality opinion should speak as of the date of effectiveness. Please have counsel revise accordingly or confirm that you will refile the opinion on the date of effectiveness.

          In response to the Staff’s comment, Luxembourg counsel has revised the first sentence of paragraph 6 on page 7 of the legality opinion.

          6. Investors are entitled to rely upon the legality opinion. Please have counsel revise the last paragraph 6 on page 3 accordingly.

          In response to the Staff’s comment, Luxembourg counsel has revised the legality opinion to indicate that it may also be relied upon by investors. Accordingly, the Company has filed a revised Exhibit 5.4 opinion to reflect the Staff’s comments thereto.

*     *     *

          If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact the undersigned at (212) 735-3416.

Yours very truly,

/s/ Andrea Nicolàs

cc: Eric J. Bock
J. Nolan McWilliams