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As filed with the Securities and Exchange Commission on August 19, 2005

Registration No. 333-124508

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 2
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Worldspan, L.P.
WS Financing Corp.
(Exact name of Registrant as specified in its charter)

Delaware
Delaware
(State or Other Jurisdiction
of Incorporation or Organization) 7374
7374
(Primary Standard Industrial
Classification Code Number) 43-1537250
75-3125720
(I.R.S. Employer
Identification No.)

300 Galleria Parkway, N.W.
Atlanta, Georgia 30339
(770) 563-7400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

See Table of Additional Registrants Below

Jeffrey C. Smith, Esq.
General Counsel
Worldspan, L.P.
300 Galleria Parkway, N.W.
Atlanta, Georgia 30339
(770) 563-7400
(Name, address including zip code, and telephone number, including area code, of agent for service)

Copies to:

G. Daniel O'Donnell, Esq.
R. Craig Smith, Esq.
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000

Approximate date of commencement of proposed sale of the securities 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

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants 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 Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Name	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification No.
Worldspan iJet Holdings, LLC	Delaware	7374	58-2645324
Worldspan XOL LLC	Georgia	7374	58-2530483
Worldspan BBN Holdings, LLC	California	7374	58-2607622
Worldspan Digital Holdings, LLC	Delaware	7374	58-2611355
Worldspan StoreMaker Holdings, LLC	Delaware	7374	58-2611361
Worldspan Viator Holdings, LLC	Delaware	7374	58-2611356
Worldspan OpenTable Holdings, LLC	Georgia	7374	58-2611353
Worldspan South American Holdings LLC	Georgia	7374	58-2529667
Worldspan S.A. Holdings II, LLC	Georgia	7374	58-2607619

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Worldspan, L.P.

        Indemnification:    Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the "Partnership Act") provides that a limited partnership may indemnify and hold harmless any partners or other persons from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement. Accordingly, Article 10.2 of the Seventh Amended and Restated Agreement of Limited Partnership of Worldspan, L.P., dated as of June 30, 2003, as amended (the "Partnership Agreement"), provides that each present and former partner, director and officer of the Partnership and any person serving at the request of any of the foregoing as an employee, agent or other representative of the Partnership, or any other person in which the Partnership has an interest (collectively, the "Indemnified Persons") will be indemnified, defended and held harmless by the Partnership from any liability, loss or damage incurred by the Indemnified Person by reason of (i) any act performed the Indemnified Person within the scope of the authority conferred upon it pursuant to the terms of the Partnership Agreement, (ii) any omission by the Indemnified Person in reliance upon the terms of the Partnership Agreement, or (iii) any acts or omissions performed in reasonable reliance on the written advice of accountants for or legal counsel to the Partnership. Indemnification shall not be available if the act or omission constituted willful misconduct or gross negligence and, in the case of an officer, if such officer did not act in good faith and in a manner such officer reasonably believed to be in or not opposed to the best interests of the Partnership. To the fullest extent permitted by law, expenses incurred by an Indemnified Person in responding to or defending any claim, demand, action, suit, investigation or proceeding shall be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit, investigation or proceeding upon receipt by the partnership of an undertaking by the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified. The Partnership may purchase insurance covering the potential liabilities of the Indemnified Persons.

        Limitation of Liability:    Except as otherwise provided in the Partnership Act, in the Partnership Agreement or any other contract of the Partnership, the general partner, and the general partner's directors and officers, will not be liable to the Partnership or any other partner for any loss, liability, damage or other expense arising from any act, omission or failure to act that was within the authority conferred by the Partnership Agreement or was based upon reasonable reliance on the advice of the accountants or legal counsel to the Partnership, except to the extent that such act, omission or failure to act arose because of its willful misconduct or gross negligence in connection with its performance of certain duties delegated under the Partnership Agreement. Except as otherwise provided in the Partnership Act, in the Partnership Agreement or any other contract of the Partnership, the directors and officers of the Partnership shall not be liable to the Partnership or any partner for any act or omission that was within the authority conferred by the Partnership Agreement except to the extent such act or omission constituted willful misconduct or gross negligence or such director or officer did not act in good faith and in a manner which that director or officer reasonably believed to be in the best interests of the Partnership.

WS Financing Corp.

        Indemnification:    Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions,

II-1

suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee of or agent to the Registrants. The statute provides that it is not exclusive of other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. WS Financing's bylaws provide for indemnification by WS Financing of any director or officer (as such term is defined in the bylaws) of WS Financing or a constituent corporation absorbed in a consolidation or merger, or any person who, at the request of WS Financing 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 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'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 may purchase insurance covering the potential liabilities of the directors and officers of WS Financing or any constituent corporations or any person who, at the request of WS Financing or a constituent corporation, is or was serving as a director or officer of, or in any other capacity for, any other enterprise.

        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's certificate of incorporation provides for such limitation of liability.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits

        The following exhibits are filed herewith unless otherwise indicated:

2.1	Partnership Interest Purchase Agreement, dated as of March 3, 2003, among Delta Air Lines, Inc., NWA Inc., American Airlines, Inc., NewCRS Limited, Inc., Worldspan, L.P. and Worldspan Technologies Inc., as amended(1)
3.1	Ninth Amended and Restated Certificate of Limited Partnership of Worldspan, L.P.(1)
3.2	Seventh Amended and Restated Agreement of Limited Partnership of Worldspan, L.P., dated as of June 30, 2003 by and between Worldspan Technologies Inc. and WS Holdings LLC.(1)
3.3	Amendment No. 1 to the Seventh Amended and Restated Agreement of Limited Partnership of Worldspan, L.P., dated as of March 1, 2005 by and between Worldspan Technologies Inc. and WS Holdings LLC.(7)
4.1	Indenture, dated as of June 30, 2003, among WS Merger LLC, WS Financing Corp., the guarantors as named therein and The Bank of New York, as trustee.(1)
4.2	Form of 95/8% Senior Note Due 2011 (included in Exhibit 4.1).(1)
4.3	Registration Rights Agreement, dated as of June 30, 2003, by and among WS Merger LLC, WS Financing Corp., the guarantors named therein, Lehman Brothers Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.(1)

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4.4	First Supplemental Indenture, dated as of February 7, 2005, among Worldspan, L.P., as successor in interest to WS Merger LLC, WS Financing Corp., the guarantors named therein and The Bank of New York, as trustee.(7)
4.5	Indenture, dated as of February 11, 2005, among Worldspan, L.P., WS Financing Corp., the guarantors parties thereto and The Bank of New York Trust Company, N.A., as trustee.(7)
4.6	Form of Senior Second Lien Secured Floating Rate Note due 2011 (included in Exhibit 4.5).(7)
4.7	Registration Rights Agreement, dated as of February 11, 2005, by and among Worldspan, L.P., WS Financing Corp., the guarantors listed therein, and J.P. Morgan Securities Inc., UBS Securities LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc., and Goldman, Sachs & Co., as representatives of the several initial purchasers.(7)
5.1	Form of Opinion of Dechert LLP.
5.2	Form of Opinion of Jeffrey C. Smith, Esq.
5.3	Form of Opinion of Nicholas A. Formisano, Esq.
10.1	Credit Agreement, dated as of June 30, 2003, among Worldspan Technologies Inc., WS Holdings LLC, Worldspan, L.P., the Several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc., as sole and exclusive advisor, Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint book runners, Deutsche Bank Securities Inc., as syndication agent, JPMorgan Chase Bank, Citicorp North America, Inc. and Dymas Funding Company, LLC, as documentation agents, and Lehman Commercial Paper Inc., as administrative agent.(1)
10.2	Stockholders Agreement, dated as of June 30, 2003, among Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Court Square Capital Limited, Ontario Teachers' Pension Plan Board and the other stockholders as named therein.(1)
10.3	Registration Rights Agreement, dated as of June 30, 2003, among Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Court Square Capital Limited, Ontario Teachers' Pension Plan Board and the other stockholders as named therein.(1)
10.4	Delta Founder Airline Services Agreement, dated as of June 30, 2003, by and between Delta Air Lines, Inc. and Worldspan, L.P.(1)***
10.5	Northwest Founder Airline Services Agreement, dated as of June 30, 2003, by and between Northwest Airlines, Inc. and Worldspan, L.P.(1)***
10.6	American Airlines Collateral Services Agreement, dated as of June 30, 2003, by and between American Airlines, Inc. and Worldspan, L.P.(1)***
10.7	Delta Marketing Support Agreement, dated as of June 30, 2003, by and between Delta Air Lines, Inc. and Worldspan, L.P.(1)***
10.8	Northwest Marketing Support Agreement, dated as of June 30, 2003, by and between Northwest Airlines, Inc. and Worldspan, L.P.(1)***
10.9	Non-Competition Agreement, dated as of June 30, 2003, by and among American Airlines, Inc., Worldspan, L.P. and Worldspan Technologies Inc.(1)
10.10	Non-Competition Agreement, dated as of June 30, 2003, by and among Delta Air Lines, Inc., Worldspan, L.P. and Worldspan Technologies Inc.(1)
10.11	Non-Competition Agreement, dated as of June 30, 2003, by and among Northwest Airlines, Inc., Worldspan, L.P. and Worldspan Technologies Inc.(1)

II-3

10.12	Consulting Agreement, dated as of June 30, 2003, by and between Worldspan, L.P. and Paul J. Blackney.(1)
10.13	Employment Agreement, dated as of June 30, 2003, among Worldspan Technologies Inc., Rakesh Gangwal and Worldspan, L.P., as amended.(1)
10.14	Employment Agreement, dated as of June 30, 2003, among Worldspan Technologies Inc., M. Gregory O'Hara and Worldspan, L.P., as amended.(1)
10.15	Employment Agreement, dated as of August 29, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Dale Messick.(1)
10.16	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Dale Messick.(1)
10.17	Employment Agreement, dated as of August 29, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Michael B. Parks.(1)
10.18	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Michael B. Parks.(1)
10.19	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Susan J. Powers.(1)
10.20	Advisory Agreement, dated as of June 30, 2003, by and between Worldspan, L.P. and Worldspan Technologies Inc.(1)
10.21	Advisory Agreement, dated as of June 30, 2003, by and between Worldspan Technologies Inc. and CVC Management LLC.(1)
10.22	Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc., Citigroup Venture Capital Equity Partners, L.P., CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC, Court Square Capital Limited and the other investors named therein.(1)
10.23	Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Ontario Teachers' Pension Plan Board.(1)
10.24	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Paul J. Blackney.(1)
10.25	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Rakesh Gangwal.(1)
10.26	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Rakesh Gangwal.(1)
10.27	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Dale Messick.(1)
10.28	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Dale Messick.(1)
10.29	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)
10.30	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)
10.31	Stock Option Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Rakesh Gangwal.(1)
10.32	Stock Option Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)

II-4

10.33	Stock Option Agreement (one-year agreement) dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)
10.34	Stock Option Agreement, dated as of September 22, 2003, between Worldspan Technologies Inc. and Dale Messick.(1)
10.35	Restricted Stock Subscription Agreement, dated as of September 22, 2003, by and between Worldspan Technologies Inc. and Michael B. Parks.(1)
10.36	Stock Option Agreement, dated as of September 22, 2003, between Worldspan Technologies Inc. and Michael B. Parks.(1)
10.37	International Business Machines Corporation Worldspan Asset Management Offering Agreement, effective July 1, 2002, among Worldspan, L.P., International Business Machines Corporation and IBM Credit Corporation, as amended by Amendment No. 1.(1)***
10.38	Global Telecommunications Services Agreement, dated May 8, 2000, between Worldspan Services Limited and Societe Internationale de Telecommunications Aeronautiques.(1)
10.39	AT&T InterSpan Data Communications Services Agreement, dated February 1, 1996, between AT&T Corp. and Worldspan L.P., as amended.(1)
10.40	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and American Airlines, Inc., as amended.(1)
10.41	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Delta Air Lines Inc., as amended.(1)
10.42	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Northwest Airlines, Inc., as amended.(1)
10.43	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and United Air Lines, as amended.(1)
10.44	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and USAir, Inc., as amended.(1)
10.45	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Continental Airlines, Inc., as amended.(1)
10.46	CRS Marketing, Services and Development Agreement, dated December 15, 1995, between Microsoft Corporation and Worldspan, L.P., as amended.(1)***
10.47	Amended and Restated Agreement for CRS Access and Related Services dated November 1, 2001 between Orbitz, LLC and Worldspan, L.P., as amended.(1)***
10.48	Worldspan Subscriber Entity Agreement dated October 1, 2001 between Worldspan, L.P. and priceline.com Incorporated, as amended.(1)***
10.49	Office Lease Agreement, dated January 16, 2004, between 300 Galleria Parkway Associates and Worldspan, L.P.(2)
10.50	Lease Agreement, dated February 7, 1990, between Worldspan, L.P. and Delta Air Lines, Inc., as amended by Data Center Lease Amendment, dated March 3, 2003, between Worldspan, L.P. and Delta Air Lines, Inc.(1)
10.51	Worldspan Executive Group Life Insurance Program.(1)
10.52	Worldspan Retirement Benefit Restoration Plan.(1)
10.53	Worldspan Executive Deferred Compensation Plan.(1)
10.54	2003 Executive Incentive Compensation Program (short-term and long-term plans).(1)
10.55	2002 Executive Incentive Compensation Program (long-term plan).(1)

II-5

10.56	2001 Executive Incentive Compensation Program (long-term plan).(1)
10.57	2000 Executive Incentive Compensation Program (long-term plan).(1)
10.58	Worldspan Technologies Inc. Stock Incentive Plan.(1)
10.59	Employment Agreement, dated as of October 20, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Ninan Chacko.(1)
10.60	Restricted Stock Subscription Agreement, dated as of October 20, 2003, between Worldspan Technologies Inc. and Ninan Chacko.(1)
10.61	Stock Option Agreement, dated as of October 20, 2003, between Worldspan Technologies Inc. and Ninan Chacko.(1)
10.62	Amendment No. 2 to the International Business Machines Corporation Worldspan Asset Management Offering Agreement, dated December 24, 2003.(3)
10.63	Second Amendment to the Amended and Restated Agreement for CRS Access and Related Services, dated January 28, 2004, between Orbitz, LLC and Worldspan, L.P.(4)
10.64	Employment Agreement, dated as of December 31, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Susan J. Powers.(4)
10.65	Side Letter Agreement regarding pension benefits, dated March 12, 2004, among Rakesh Gangwal, Worldspan, L.P. and Worldspan Technologies Inc.(4)
10.66	Consulting Agreement, dated December 3, 2003, between Douglas L. Abramson and Worldspan, L.P.(4)
10.67	Consulting Agreement, dated February 16, 2004, between Dale Messick and Worldspan, L.P.(4)
10.68	Letter agreement, dated March 5, 2004 among Worldspan Technologies Inc., Dale Messick, Citigroup Venture Capital Equity Partners, L.P. and Ontario Teachers' Pension Plan Board.(4)
10.69	Employment Agreement, dated as of March 8, 2004, by and among Worldspan, L.P., Worldspan Technologies Inc. and Jeffrey C. Smith.(4)
10.70	Employment Agreement, dated as of February 16, 2004, by and among Worldspan, L.P., Worldspan Technologies Inc. and Michael S. Wood.(4)
10.71	Worldspan Supplemental Savings Program.(4)
10.72	Global Telecommunications Services Agreement, dated February 1, 2004, by and between Worldspan, L.P. and Societe Internationale de Telecommunications Aeronautiques.(4)***
10.73	Global Telecommunications Services Agreement, dated February 1, 2004, by and between Worldspan Services Limited and Societe Internationale de Telecommunications Aeronautiques.(4)***
10.74	AT&T Interspan Data Communication Services Agreement, dated March 29, 2004, between AT&T Corp. and Worldspan, L.P.(4)***
10.75	First Amendment to Delta Founder Airline Services Agreement, dated as of March 26, 2004, by and between Delta Air Lines, Inc. and Worldspan, L.P.(5)
10.76	First Amendment to Northwest Founder Airline Services Agreement, dated as of May 10, 2004, by and between Northwest Airlines, Inc. and Worldspan, L.P.(5)
10.77	Amendment No. 9 to the CRS Marketing, Services and Development Agreement, dated as of March 11, 2004, among Worldspan, L.P. and Expedia Inc.(6)***
10.78	Amendment, dated as of May 12, 2004, to Employment Agreement among Worldspan Technologies Inc., Rakesh Gangwal and Worldspan, L.P.(7)

II-6

10.79	Amendment, dated as of May 12, 2004, to Employment Agreement among Worldspan Technologies Inc., M. Gregory O'Hara and Worldspan, L.P.(7)
10.80	Amendment No. 1 to Restricted Stock Subscription Agreement, dated as of June 21, 2004, by and between Worldspan Technologies Inc. and Rakesh Gangwal.(7)
10.81	Amendment No. 1 to Restricted Stock Subscription Agreement, dated as of June 21, 2004, by and between Worldspan Technologies Inc. and M. Gregory O'Hara.(7)
10.82	Letter agreement amending Amended and Restated Agreement for CRS Access and Related Services, dated as of June 24, 2003, between Orbitz, LLC and Worldspan, L.P., as amended.(7)
10.83	Amendment No. 10 to CRS Marketing, Services and Development Agreement, dated as of December 22, 2004, by and between IAC Global, LLC (as successor in interest to Expedia, Inc.) and Worldspan, L.P.***
10.84	First Amendment, Waiver and Consent to Credit Agreement, dated as of December 23, 2004, by and among Worldspan Technologies Inc., WS Holdings LLC, Worldspan, L.P. and Lehman Commercial Paper Inc., as administrative agent.(7)***
10.85	Note Redemption Agreement, dated as of January 10, 2005, by and between Worldspan Technologies Inc. and Delta Air Lines, Inc.(7)***
10.86	Second Amendment to Delta Founder Airline Services Agreement, dated as of January 10, 2005, by and between Worldspan Technologies Inc. and Delta Air Lines, Inc.***
10.87	Employment Agreement, dated as of January 25, 2005, by and between Worldspan, L.P., Worldspan Technolgies Inc. and Dale Messick.(7)
10.88	Waiver and Consent to Credit Agreement, dated as of February 4, 2005, among Worldspan Technologies Inc., WS Holdings LLC, Worldspan, L.P. and Lehman Commercial Paper Inc., as administrative agent.(7)
10.89	Credit Agreement, dated as of February 11, 2005, among Worldspan Technologies Inc., WS Holdings LLC, Worldspan, L.P., J.P. Morgan Securities Inc. and UBS Securities LLC, as joint advisors, J.P. Morgan Securities Inc., UBS Securities LLC and Lehman Brothers Inc., as joint book-runners, J.P. Morgan Securities Inc., UBS Securities LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers, UBS Securities LLC, as syndication agent, Lehman Commercial Paper Inc., Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners L.P., as documentation agents, JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions or entities from time to time party thereto.(7)
10.90	Intercreditor Agreement, dated as of February 11, 2005, among JPMorgan Chase Bank, N.A., as administrative agent, The Bank of New York Trust Company, N.A., as trustee and collateral agent, Worldspan Technologies, Inc., WS Holdings LLC, Worldspan, L.P. and each other obligor party thereto.(8)
10.91	Amendment to the Advisory Agreement, dated as of February 16, 2005, by and between Worldspan, L.P. and Worldspan Technologies Inc.(7)
10.92	Amendment to the Advisory Agreement, dated as of February 16, 2005, by and between Worldspan Technologies Inc and CVC Management LLC.(7)
10.93	Exchange Agreement, dated as of February 16, 2005, by and among Worldspan Technologies, Inc., Citicorp Mezzanine III, L.P. and CVC Capital Funding, LLC.(7)
10.94	First Amendment to the Worldspan Technologies Inc. Stock Incentive Plan, dated March 17, 2005.(7)

II-7

10.95	Employment Agreement, dated as of March 21, 2005, by and between Worldspan, L.P., Worldspan Technologies Inc. and Kevin W. Mooney.(7)
12.1	Computation of Ratio of Earnings to Fixed Charges.(8)
21.1	Subsidiaries of Worldspan, L.P.(8)
23.1	Consent of PricewaterhouseCoopers LLP.(8)
23.2	Consent of Dechert LLP. (included in Exhibit 5.1)
23.3	Consent of Jeffrey C. Smith, Esq. (included in Exhibit 5.2)
23.4	Consent of Nicholas A. Formisano, Esq. (included in Exhibit 5.3)
24.1	Powers of Attorney. (included on signature pages)
25.1	Statement of Eligibility of The Bank of New York Trust Company, N.A. as trustee, on Form T-1.(8)
99.1	Form of Letter of Transmittal.(8)
99.2	Form of Notice of Guaranteed Delivery.(8)
99.3	Form of Letter to Holders.(8)
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.(8)
99.5	Form of Letter to Clients.(8)
99.6	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.(8)

(1)

Filed as an exhibit to the Company's Registration Statement on Form S-4 (No. 333-109064) and incorporated herein by reference.

(2)

Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 21, 2004 and incorporated herein by reference.

(3)

Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 6, 2004 and incorporated herein by reference.

(4)

Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.

(5)

Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed May 13, 2004.

(6)

Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 6, 2004 and incorporated herein by reference.

(7)

Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.

(8)

Previously filed.

*** Certain portions of this document have been omitted pursuant to a confidential treatment request.

(b)

Financial Statement Schedules:

        Schedules not listed below are omitted because of the absence of the conditions under which they are required or because of the information required by such omitted schedules is set forth in the financial statements or the notes thereto.

II-8

Schedule II—Valuation and Qualifying Accounts
For the Years Ended December 31, 2002, 2003, and 2004

			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts			Deductions			Balance at End of Period
	(In Thousands)
Predecessor Basis:
Year ended December 31, 2002
Allowance for doubtful accounts	$	12,858	$	5,589	$	—		$	—		$	18,447
Cancellation Reserve		14,431		3,250		—			(3,807	)		13,874
Deferred tax asset valuation allowance		4,778		1,034		—			—			5,812
Six months ended June 30, 2003
Allowance for doubtful accounts	$	18,447	$	1,575	$	—		$	(4,377	)	$	15,645
Cancellation Reserve		13,874		1,563		—			(1,191	)		14,246
Deferred tax asset valuation allowance		5,812		9		—			(542	)		5,279
Successor Basis:
Six months ended December 31, 2003
Allowance for doubtful accounts	$	15,645	$	1,284	$	—		$	(1,399	)	$	15,530
Cancellation Reserve		14,246		1,631		—			(6,216	)		9,661
Deferred tax asset valuation allowance		5,279		—		—			(355	)		4,924
Year ended December 31, 2004
Allowance for doubtful accounts	$	15,530	$	6,604	$	—		$	(5,023	)	$	17,111
Cancellation Reserve		9,661		6,109		—			(7,678	)		8,092
Deferred tax asset valuation allowance		4,924		230		(4,013)	(1)		—			1,141

(1)

The reduction of the valuation allowance on pre-acquisition foreign deferred tax assets resulted in a decrease to goodwill.

ITEM 22. UNDERTAKINGS.

(a)

The undersigned registrants hereby undertake:



(1)

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



(i)

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



(ii)

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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

II-9

(iii)

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; and



(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.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have 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 us of expenses incurred or paid by one of our directors, officers or controlling persons 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, we 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.

        (c)   The undersigned registrants hereby undertake 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.

        (d)   The undersigned registrants hereby undertake 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.

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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 Atlanta, State of Georgia, on August 19, 2005.

WORLDSPAN, L.P.
By:	/s/  RAKESH GANGWAL
	Name: Title:	Rakesh Gangwal Chairman, President & Chief Executive Officer and Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey C. Smith as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign and file Registration Statement(s) and any and all pre- or post-effective amendments to such Registration Statement(s), with all exhibits thereto and hereto, and other documents with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, 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/  RAKESH GANGWAL Rakesh Gangwal	Chairman, President & Chief Executive Officer (Principal Executive Officer) of Worldspan, L.P. and Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  KEVIN W. MOONEY Kevin W. Mooney	Chief Financial Officer (Principal Financial and Accounting Officer)	August 19, 2005
/s/  M. GREGORY O'HARA M. Gregory O'Hara	Executive Vice President—Corporate Planning and Development of Worldspan, L.P. and Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005

II-11

/s/  SHAEL J. DOLMAN Shael J. Dolman	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  IAN D. HIGHET Ian D. Highet	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  JAMES W. LEECH James W. Leech	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  DEAN G. METCALF Dean G. Metcalf	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  PAUL C. SCHORR, IV Paul C. Schorr, IV	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  JOSEPH M. SILVESTRI Joseph M. Silvestri	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  DAVID F. THOMAS David F. Thomas	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005

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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 Atlanta, State of Georgia, on August 19, 2005.

WS FINANCING CORP.
By:	/s/  RAKESH GANGWAL
	Name: Title:	Rakesh Gangwal President and Chief Executive Officer and Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey C. Smith as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign and file Registration Statement(s) and any and all pre- or post-effective amendments to such Registration Statement(s), with all exhibits thereto and hereto, and other documents with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, 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/  RAKESH GANGWAL Rakesh Gangwal	President and Chief Executive Officer and Director (Principal Executive Officer)	August 19, 2005
/s/  KEVIN W. MOONEY Kevin W. Mooney	Chief Financial Officer (Principal Financial and Accounting Officer)	August 19, 2005
/s/  M. GREGORY O'HARA M. Gregory O'Hara	Executive Vice President—Corporate Planning and Development and Director	August 19, 2005
/s/  SHAEL J. DOLMAN Shael J. Dolman	Director	August 19, 2005

II-13

/s/  IAN D. HIGHET Ian D. Highet	Director	August 19, 2005
/s/  JAMES W. LEECH James W. Leech	Director	August 19, 2005
/s/  DEAN G. METCALF Dean G. Metcalf	Director	August 19, 2005
/s/  PAUL C. SCHORR, IV Paul C. Schorr, IV	Director	August 19, 2005
/s/  JOSEPH M. SILVESTRI Joseph M. Silvestri	Director	August 19, 2005
/s/  DAVID F. THOMAS David F. Thomas	Director	August 19, 2005

II-14

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 Atlanta, State of Georgia, on August 19, 2005.

WORLDSPAN IJET HOLDINGS, LLC
WORLDSPAN XOL LLC
WORLDSPAN BBN HOLDINGS, LLC
WORLDSPAN DIGITAL HOLDINGS, LLC
WORLDSPAN STOREMAKER HOLDINGS, LLC
WORLDSPAN VIATOR HOLDINGS, LLC
WORLDSPAN OPENTABLE HOLDINGS, LLC
WORLDSPAN SOUTH AMERICAN HOLDINGS LLC
WORLDSPAN S.A. HOLDINGS II, LLC

By:	/s/  RAKESH GANGWAL
	Name: Title:	Rakesh Gangwal President of each registrant whose name appears above

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey C. Smith as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign and file Registration Statement(s) and any and all pre- or post-effective amendments to such Registration Statement(s), with all exhibits thereto and hereto, and other documents with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, 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/  RAKESH GANGWAL Rakesh Gangwal	President (Principal Executive Officer) of each registrant whose name appears above and Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  KEVIN W. MOONEY Kevin W. Mooney	Chief Financial Officer (Principal Financial and Accounting Officer) of each registrant whose name appears above	August 19, 2005

II-15

WORLDSPAN, L.P. Sole and Managing Member of each registrant whose name appears above   
August 19, 2005

By: /s/  RAKESH GANGWAL Rakesh Gangwal
Chairman, President and Chief Executive Officer and Director

/s/  M. GREGORY O'HARA M. Gregory O'Hara	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  SHAEL J. DOLMAN Shael J. Dolman	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  IAN D. HIGHET Ian D. Highet	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  JAMES W. LEECH James W. Leech	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  DEAN G. METCALF Dean G. Metcalf	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  PAUL C. SCHORR, IV Paul C. Schorr, IV	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  JOSEPH M. SILVESTRI Joseph M. Silvestri	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005
/s/  DAVID F. THOMAS David F. Thomas	Director of each of Worldspan, L.P. and its general partner, Worldspan Technologies Inc.	August 19, 2005

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QuickLinks

Table of Additional Registrants
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES

EX-5.1

Exhibit 5.1

[Letterhead of Dechert LLP]

August , 2005

Worldspan, L.P.
300 Galleria Parkway, N.W.
Atlanta, GA 30339-3196

Re:
Form S-4 Registration Statement
Registration No. 333-124508

Gentlemen and Ladies:

        We have acted as special counsel to Worldspan, L.P., a Delaware limited partnership, and WS Financing Corp., a Delaware corporation (together, the "Issuers"), and the subsidiaries listed on Exhibit A hereto (each a "Delaware Guarantor" and collectively the "Delaware Guarantors") in connection with the preparation and filing by the Issuers, the Delaware Guarantors and the other domestic subsidiaries of the Issuers (the "Other Guarantors," and the Other Guarantors together with the Delaware Guarantors, the "Guarantors") of a Registration Statement on Form S-4 (Registration No. 333-124508) (the "Registration Statement") originally filed on April 29, 2005 with the Securities and Exchange Commission for the purpose of registering the issuance of up to an aggregate principal amount of $300,000,000 of the Issuers' Senior Second Lien Secured Floating Rate Notes due 2011 (the "Exchange Notes") and the Guarantors' guarantees thereof (the "Exchange Guarantees") under the Securities Act of 1933, as amended (the "Securities Act"). The Exchange Notes and the Exchange Guarantees are to be issued in exchange for an equal aggregate principal amount of the Issuers' outstanding Senior Second Lien Secured Floating Rate Notes due 2011 (the "Existing Notes") and the Guarantors' guarantees thereof pursuant to the Registration Rights Agreement (the "Registration Rights Agreement"), dated February 11, 2005, among the Issuers, the Guarantors, J.P. Morgan Securities Inc., UBS Securities, LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several initial purchasers, which is filed as Exhibit 4.7 to the Registration Statement. The Exchange Notes are to be issued pursuant to the terms of the Indenture (the "Indenture"), dated February 11, 2005, by and among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), which is filed as Exhibit 4.5 to the Registration Statement. The Indenture provides that it is governed by the internal law of the State of New York. In addition, the Indenture is to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA").

        In connection with the foregoing, we have reviewed such records, documents, agreements and certificates, and examined such questions of law, as we have considered necessary or appropriate for the purpose of this opinion. In making our examination of records, documents, agreements and certificates, we have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other than persons executing documents, agreements and certificates on behalf of the Issuers and the Delaware Guarantors), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering our opinions, we have relied as to factual matters upon certificates of public officials and certificates and representations of officers of the Issuers and the Guarantors.

        We have relied upon a certificate delivered by the Trustee at the time of the execution of the Indenture certifying that the Indenture has been duly authorized, executed and delivered by the Trustee and we have assumed that the Indenture constitutes a legal, valid and binding agreement of the Trustee. In addition, we have assumed that there will be no changes in applicable law between the date

of this opinion and the date of issuance and delivery of the Exchange Notes and the Exchange Guarantees.

        Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

        1.     The Exchange Notes have been duly authorized by the Issuers and, when (a) the Registration Statement has been declared effective, (b) the Indenture has been duly qualified under the TIA, (c) the Exchange Notes have been duly executed by the Issuers and (d) the Exchange Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Existing Notes in accordance with the Registration Rights Agreement and the terms set forth in the prospectus which is included in the Registration Statement, will constitute valid and legally binding obligations of the Issuers, as an issuer, enforceable against the Issuers in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws affecting creditors' rights generally or debtors' obligations generally, general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

        2.     The Exchange Guarantees have been duly authorized by each respective Delaware Guarantor, and when (a) the Registration Statement has been declared effective, (b) the Indenture has been duly qualified under the TIA, (c) the Exchange Notes have been duly executed by the Issuers, (d) the Exchange Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Existing Notes in accordance with the Registration Rights Agreement and the terms set forth in the prospectus which is included in the Registration Statement and (e) the Exchange Guarantees have been duly executed by the Guarantors, will constitute valid and legally binding obligations of the applicable Delaware Guarantor party thereto enforceable against such Delaware Guarantor in accordance with the terms of the applicable Exchange Guarantee, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws affecting creditors' rights generally or debtors' obligations generally, general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

        The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, the Revised Uniform Limited Partnership Act of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the laws of the United States and the State of New York, and we express no opinion concerning the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein, under the caption "Legal Matters." In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

Exhibit A

Name	State of Formation
Worldspan Digital Holdings, LLC	Delaware
Worldspan iJet Holdings, LLC	Delaware
Worldspan StoreMaker Holdings, LLC	Delaware
Worldspan Viator Holdings, LLC	Delaware

EX-5.2

Exhibit 5.2

[Worldspan, L.P. letterhead]

August , 2005

Worldspan, L.P.
300 Galleria Parkway, N.W.
Atlanta, GA 30339-3196

Re:
Form S-4 Registration Statement
Registration No. 333-124508

Ladies and Gentlemen:

        I am the General Counsel for Worldspan, L.P., a Delaware limited partnership ("Worldspan"), the parent company of the wholly-owned subsidiary Worldspan BBN Holdings, LLC, a California limited liability company (the "California Guarantor"), and have served as counsel to the California Guarantor in connection with the preparation and filing by Worldspan, WS Financing Corp., a Delaware corporation (WS Financing, and WS Financing together with Worldspan, the "Issuers"), the California Guarantor and the other domestic subsidiaries of the Issuers (the "Other Guarantors," and the Other Guarantors together with the California Guarantor, the "Guarantors") of a Registration Statement on Form S-4 (Registration No. 333-124508) (the "Registration Statement") originally filed on April 29, 2005 with the Securities and Exchange Commission for the purpose of registering the issuance of up to an aggregate principal amount of $300,000,000 of the Issuers' Senior Second Lien Secured Floating Rate Notes due 2011 (the "Exchange Notes") and the Guarantors' guarantees thereof (the "Exchange Guarantees") under the Securities Act of 1933, as amended (the "Securities Act"). The Exchange Notes and the Exchange Guarantees are to be issued in exchange for an equal aggregate principal amount of the Issuers' outstanding Senior Second Lien Secured Floating Rate Notes due 2011 (the "Existing Notes") and the Guarantors' guarantees thereof pursuant to the Registration Rights Agreement (the "Registration Rights Agreement"), dated February 11, 2005, among the Issuers, the Guarantors, J.P. Morgan Securities Inc., UBS Securities, LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several initial purchasers, which is filed as Exhibit 4.7 to the Registration Statement. The Exchange Notes are to be issued pursuant to the terms of the Indenture (the "Indenture"), dated February 11, 2005, by and among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), which is filed as Exhibit 4.5 to the Registration Statement. The Indenture provides that it is governed by the internal law of the State of New York. In addition, the Indenture is to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA").

        In connection with the foregoing, I have reviewed such records, documents, agreements and certificates, and examined such questions of law, as I have considered necessary or appropriate for the purpose of this opinion. In making my examination of records, documents, agreements and certificates, I have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other than persons executing documents, agreements and certificates on behalf of the California Guarantor), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering my opinion, I have relied as to factual matters upon certificates of public officials and certificates and representations of officers of the Issuers and the Guarantors.

        I have relied upon a certificate delivered by the Trustee at the time of the execution of the Indenture certifying that the Indenture has been duly authorized, executed and delivered by the Trustee and I have assumed that the Indenture constitutes a legal, valid and binding agreement of the Trustee.

In addition, I have assumed that there will be no changes in applicable law between the date of this opinion and the date of issuance and delivery of the Exchange Notes and the Exchange Guarantees.

        Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, and having regard for such legal considerations as I deem relevant, I am of the opinion that:

        The Exchange Guarantees have been duly authorized by the California Guarantor, and when (a) the Registration Statement has been declared effective, (b) the Indenture has been duly qualified under the TIA, (c) the Exchange Notes have been duly executed by the Issuers, (d) the Exchange Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Existing Notes in accordance with the Registration Rights Agreement and the terms set forth in the prospectus which is included in the Registration Statement and (e) the Exchange Guarantees have been duly executed by the Guarantors, will constitute valid and legally binding obligations of the California Guarantor enforceable against the California Guarantor in accordance with the terms of the Exchange Guarantee, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws affecting creditors' rights generally or debtors' obligations generally, general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

        I am a member of the Bar of the State of California and, for purposes of this opinion, I do not hold myself out as being conversant with, and express no opinion as to, the laws of any jurisdiction other than those of the United States of America and the State of California.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the prospectus contained therein, under the caption "Legal Matters." In giving such consent I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

EX-5.3

Exhibit 5.3

[Worldspan, L.P. letterhead]

August , 2005

Worldspan, L.P.
300 Galleria Parkway, N.W.
Atlanta, GA 30339-3196

Re:
Form S-4 Registration Statement
Registration No. 333-124508

Ladies and Gentlemen:

        I am an attorney for Worldspan, L.P., a Delaware limited partnership ("Worldspan"), the parent company of the wholly-owned subsidiaries of Worldspan listed on Exhibit A hereto (each a "Georgia Guarantor" and collectively the "Georgia Guarantors"), and have served as counsel to the Georgia Guarantors in connection with the preparation and filing by Worldspan, WS Financing Corp., a Delaware corporation (WS Financing, and WS Financing together with Worldspan, the "Issuers"), the Georgia Guarantors and the other domestic subsidiaries of the Issuers (the "Other Guarantors," and the Other Guarantors together with the Georgia Guarantors, the "Guarantors") of a Registration Statement on Form S-4 (Registration No. 333-124508) (the "Registration Statement") originally filed on April 29, 2005 with the Securities and Exchange Commission for the purpose of registering the issuance of up to an aggregate principal amount of $300,000,000 of the Issuers' Senior Second Lien Secured Floating Rate Notes due 2011 (the "Exchange Notes") and the Guarantors' guarantees thereof (the "Exchange Guarantees") under the Securities Act of 1933, as amended (the "Securities Act"). The Exchange Notes and the Exchange Guarantees are to be issued in exchange for an equal aggregate principal amount of the Issuers' outstanding Senior Second Lien Secured Floating Rate Notes due 2011 (the "Existing Notes") and the Guarantors' guarantees thereof pursuant to the Registration Rights Agreement (the "Registration Rights Agreement"), dated February 11, 2005, among the Issuers, the Guarantors, J.P. Morgan Securities Inc., UBS Securities, LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co., as representatives of the several initial purchasers, which is filed as Exhibit 4.7 to the Registration Statement. The Exchange Notes are to be issued pursuant to the terms of the Indenture (the "Indenture"), dated February 11, 2005, by and among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), which is filed as Exhibit 4.5 to the Registration Statement. The Indenture provides that it is governed by the internal law of the State of New York. In addition, the Indenture is to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA").

        In connection with the foregoing, I have reviewed such records, documents, agreements and certificates, and examined such questions of law, as I have considered necessary or appropriate for the purpose of this opinion. In making my examination of records, documents, agreements and certificates, I have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other than persons executing documents, agreements and certificates on behalf of the Georgia Guarantors), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering my opinion, I have relied as to factual matters upon certificates of public officials and certificates and representations of officers of the Issuers and the Guarantors. I have relied upon a certificate delivered by the Trustee at the time of the execution of the Indenture certifying that the Indenture has been duly authorized, executed and delivered by the Trustee and I have assumed that the Indenture constitutes a legal, valid and binding agreement of the Trustee. In addition, I have assumed that there will be no changes in applicable law between the date of this opinion and the date of issuance and delivery of the Exchange Notes and the Exchange Guarantees.

        Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, and having regard for such legal considerations as I deem relevant, I am of the opinion that:

        The Exchange Guarantees have been duly authorized by the Georgia Guarantors, and when (a) the Registration Statement has been declared effective, (b) the Indenture has been duly qualified under the TIA, (c) the Exchange Notes have been duly executed by the Issuers, (d) the Exchange Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered in exchange for the Existing Notes in accordance with the Registration Rights Agreement and the terms set forth in the prospectus which is included in the Registration Statement and (e) the Exchange Guarantees have been duly executed by the Guarantors, will constitute valid and legally binding obligations of the Georgia Guarantors party thereto enforceable against the Georgia Guarantors in accordance with the terms of the applicable Exchange Guarantee, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws affecting creditors' rights generally or debtors' obligations generally, general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

        I am a member of the Bar of the State of Georgia and, for purposes of this opinion, I do not hold myself out as being conversant with, and express no opinion as to, the laws of any jurisdiction other than those of the United States of America and the State of Georgia.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the prospectus contained therein, under the caption "Legal Matters." In giving such consent I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

Exhibit A

Worldspan South American Holdings LLC, a Georgia limited liability company

Worldspan S.A. Holdings II, LLC, a Georgia limited liability company

Worldspan XOL LLC, a Georgia limited liability company

Worldspan OpenTable Holdings, LLC, a Georgia limited liability company

EX-10.83

Exhibit 10.83

Amendment No. 10
to CRS Marketing, Services and Development Agreement

This Amendment No. 10 to the CRS Marketing, Services and Development Agreement (the “Amendment”) is entered into as of the 22^nd day of December, 2004 (the “Amendment Effective Date”), by and between IAC Global, LLC (“IAC Global”), a Nevada limited liability company with its principal office at 3150 139^th Ave SE, Suite 500, Bellevue, WA  98005, and Worldspan, L.P., a Delaware limited partnership (“Worldspan”), with its principal office at 300 Galleria Parkway, N.W., Atlanta, Georgia  30339.

Recitals

Microsoft Corporation (“Microsoft”) and Worldspan entered into that certain CRS Marketing, Services and Development Agreement dated December 15, 1995, as amended by the parties pursuant to that certain Amendment No. 1 dated January 1, 1997, Amendment No. 2 dated July 1, 1998, Amendment No. 3 dated April 1, 1999, Amendment No. 4 dated July 1, 2001, Amendment No. 5 dated October 22, 2001, Amendment No. 6 dated January 1, 2002, Amendment No. 7 dated October 8, 2003, Amendment No. 8 dated November 1, 2003, and Amendment No. 9 dated March 11, 2004 (collectively, the “Agreement”).

Microsoft’s rights and obligations under the Agreement were assigned to and assumed by Expedia, Inc. (“EI”).

EI’s rights and obligations under the Agreement were assigned to and assumed by IAC Global, which is the successor in interest to EI for all purposes relating to the Agreement.

Now, Therefore, in consideration of the above recitals, the mutual undertakings of the parties as contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

1.Paragraph B of Schedule 11.1, attached as Appendix 1 to Amendment No. 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

“B.  Car Segments Revenue Share and Related Matters.

(i)Car Segment Revenue Share.  For Net Car Segments booked by Expedia users on and after [**], Worldspan shall pay IAC Global a revenue share equal to [**]% of the [**] (the “Base Car Segment Revenue Share”), subject to adjustment as provided in this Paragraph B of Schedule 11.1.

(ii)Net Car Segment Minimum.  Effective as of [**], IAC Global agrees to cause a minimum of [**] Net Car Segments created on behalf of Expedia users to be booked through the Worldspan System per [**] period, subject to adjustment from Segment Count Reduction(s) as provided below (the “Net Car Segment Minimum”), subject to the following terms:

(a)If IAC Global fails to book the Net Car Segment Minimum through the Worldspan System during any [**] period, then

[**]  Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

Worldspan, at its option, may give written notice to IAC Global of such shortfall (“Shortfall Notice”).

(b)If IAC Global does not meet the Net Car Segment Minimum for the [**] period measured [**] after receipt of a Shortfall Notice (such 60-day period following a Shortfall Notice is referred to herein as the “Probationary Period”), then, the revenue share per Net Car Segment will be [**] $[**] (the “Reduced Car Segment Revenue Share”) for Net Car Segments booked after the expiration of the Probationary Period until such time as IAC Global has met the Net Car Segment Minimum for the previous [**] period as measured on the first day of any subsequent calendar month (a “Restoration Event”).  Following any Restoration Event, the Base Car Segment Revenue Share will be restored for Net Car Segments booked following any Restoration Event, provided that the provisions of subparagraph (a) above and this subparagraph (b) will continue to apply in the event of subsequent shortfalls from the Net Car Segment Minimum.

(iii)Renegotiation.  After [**], 2006, IAC Global and Worldspan will negotiate in good faith to determine adjustments, if any, to the Base Car Segment Revenue Share, Reduced Car Segment Revenue Share and/or the Net Car Segment Minimum.  If the parties agree upon adjustments to the Base Car Segment Revenue Share, Reduced Car Segment Revenue Share and the Net Car Segment Minimum for any period after [**], 2006, then such adjustments will be added to this Agreement via a written amendment.  If, after [**], 2006, the parties are unable to agree, then the Base Car Segment Revenue Share, Reduced Car Segment Revenue Share and the Net Car Segment Minimum then applicable shall remain in effect and either party may give written notice to the other party after [**], 2006, to initiate the Car Termination and Wind Down Procedure set forth in subparagraph (x) below.

(iv)Base Car Segment Revenue Share Reductions.  If the Base Car Segment Revenue Share drops below [**] ($[**]) per Net Car Segment, either party may elect to give the other party written notice of initiation of the Car Termination and Wind-Down Procedure set forth in subparagraph (x) below.  [**]

(v)Parity and Discontinuation by Participating Cars.  If (A) a Material Car Participant discontinues participation in the Worldspan System after [**]; (B) Worldspan otherwise fails to materially maintain parity with [**] with respect to the pricing, inventory or functionality of any Material Car Participant; or (C) IAC Global gives Worldspan written notice of any material parity discrepancy between the pricing and publicly available inventory (e.g., types of cars and availability of cars) of a Material Car Participant provided by [**], and Worldspan is unable to resolve such

[**]  Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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lack of parity within [**] after such notice, then, in any case, IAC Global may elect to:  (1) give Worldspan written notice to [**] by the [**] of the [**]; or (2) initiate the Car Termination and Wind-Down Procedure set forth in subparagraph (x) below.

(vi)Concerns of Participating Cars.  IAC Global and Worldspan will work together in good faith to address any concerns raised by a Material Car Participant to IAC Global with respect to such Material Car Participant’s participation in the Worldspan System.  [**]

(vii)Functionality Changes.  If IAC Global requests functionality to interact with a Material Car Participant in a new way (e.g. selling insurance, gas option etc.) it will request in writing that Worldspan build such functionality within a reasonable specified time period, provided, that if the relevant supplier causes a delay in Worldspan’s delivery of such functionality by unreasonably delaying or withholding development cooperation and implementation, the specified time period will be extended for a period of time equal to such delay.  Such functionality changes will be subject to terms and conditions as may be mutually agreed upon.

(viii)Internal Reservation System Connections.  [**]  IAC Global agrees that Worldspan will be the technology provider for such work, provided, that any bid from Worldspan is comparable or superior to alternatives with respect to functionality and all relevant commercial and legal terms.

(ix)Reduction of Net Car Segment Minimum.  In the event that (1) IAC Global and Worldspan are not able to negotiate a commercially reasonable revenue sharing arrangement as set forth in Section B(vi) of this Schedule 11.1 within [**] with respect to the applicable Material Car Participant; (2)  Worldspan is unable or unwilling to build the requested functionality for a Material Car Participant as set forth in Section B(vii) of this Schedule 11.1 in the earlier of (A) the time specified (as may be adjusted in the event of supplier delay), or (B) in any event, [**] after such request has been made by IAC Global to Worldspan; or (3)  IAC Global receives a direct booking request of any Material Car Participant in accordance with Section B(viii) of this Schedule 11.1 for which Worldspan is not selected as the technology provider for such transactions; [**]

(x)Car Termination and Wind-Down Procedure.  In the event that either party gives notice of its intention to initiate the Car Termination and Wind-Down Procedure as permitted under this Agreement, then the following will apply (collectively, the “Car Termination and Wind-Down Procedure”):

[**]  Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(a)The parties will continue to operate under this Paragraph B of Schedule 11.1 for a period of [**] (the “Car Termination and Wind-Down Period”) following effective delivery of notice of the Car Termination and Wind-Down Procedure, including, without limitation, continued application of the then-current Base Car Segment Revenue Share, Reduced Car Segment Revenue Share and/or the Net Car Segment Minimum during such Car Termination and Wind-Down Period.

(b)During the Car Termination and Wind-Down Period, each party will use commercially reasonable efforts and cooperate in good faith with the other party to effectuate an orderly wind-down of IAC Global’s Car Bookings through the Worldspan System.

(c)IAC Global shall be under no obligation to generate Net Car Bookings through the Worldspan System and Worldspan shall be under no obligation to compensate IAC Global for any Net Car Segments generated by IAC Global through the Worldspan System after the expiration of the Car Termination and Wind Down Procedure.  In addition, this Paragraph B of Schedule 11.1 (other than Worldspan’s obligation to pay any monies accrued prior to the expiration of the Car Termination and Wind Down Period) will be of no further force and effect.  For avoidance of doubt, implementation of the Car Termination and Wind-Down Procedure will have no effect on the other terms and conditions of this Agreement.

2.Paragraph F of Schedule 11.1 attached as Appendix 1 to Amendment No. 4 is amended by adding the following new definitions:

“Material Car Participant” means a car rental company that participates in the Worldspan System and which accounted for more than [**] percent ([**]%) of IAC Global’s Net Car Segments in the prior [**].

“Net Car Yield” means the [**].

“Segment Count Reduction” means, with respect to a Participating Car, a reduction in the Net Car Segment Minimum for a [**] equal to:

[**]

where:

A =[**]

B =[**]

C =[**]

[**]  Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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D =[**]

By way of example, [**]  If there are multiple Segment Count Reductions applicable from two or more Participating Cars, then the calculations will be done sequentially in the order that such Segment Count Reductions were initiated, and the aggregate of all Segment Count Reductions will be applied against the Net Car Segment Minimum.  For avoidance of doubt, the Net Car Segment Minimum cannot be increased due to a Segment Count Reduction.

3.Section 11.1(C) of the Agreement is hereby deleted in its entirety and replaced with the following:

(C)(i)            IAC Global shall reimburse Worldspan for the charges incurred by Worldspan with respect to direct communication lines and frame relay access devices that are requested by IAC Global through its Product Unit Manager for the Travel Group (“Direct Communication Fees”).  Each party is responsible for its own installation and ongoing costs of circuits and equipment necessary to connect such party’s facilities to the local exchange carrier’s termination of the frame relay circuits.

(ii)For the period through and including [**], IAC Global will pay Worldspan (1) [**] ($[**]) per month per terminal address (TA) login, digital address (DA) login or GO! Res login used in connection with the EI System by IAC Global’s fulfillment partners and customer service centers (other than as specified in item (2) below) anywhere in the world (“Fulfillment Partner Fees”); and (2) [**] ($[**]) per month for each of [**] terminal address logins, digital address (DA) login and/or GO! Res logins used in connection with the EI System by TRX, Inc. during [**] (“TRX Fulfillment Fees”), provided, that Fulfillment Partner Fees and TRX Fulfillment Fees billed to IAC Global for [**] will not exceed [**] ($[**]) in total.  Except as otherwise set forth herein, IAC Global will not owe Worldspan any Fulfillment Partner Fees or TRX Fulfillment Fees for any period after [**], nor will Worldspan bill or make any retroactive negative adjustments for any Fulfillment Partner Fees or TRX Fulfillment Fees for any period prior to [**].

(iii)Beginning [**], IAC Global shall pay Worldspan a fee equal to [**] ($[**]) per month (the “Login Fee”) for each terminal address login, digital address login, GO! Res login and/or other successor form of Worldspan login access used by IAC Global, its fulfillment partners (including but not limited to automated programmatic, i.e., robot or messaging TAs use of a TA by fulfillment partners) and call centers anywhere in the world (each, a “Login”).  For avoidance of doubt:  (1) IAC Global may cancel

[**]  Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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Logins by providing written notice to Worldspan, for which no Login Fee will be due following such cancellation; and (2) the Login Fees replace Fulfillment Partner Fees and the TRX Fulfillment Fees, and accordingly, IAC Global will not owe Worldspan any Login Fees for any period prior to [**].  Worldspan and IAC Global agree that the baseline number of IAC Global Logins as of [**], is [**] Logins (i.e., the number of Logins stated on Worldspan’s [**] invoice).  Worldspan will provide written notice to the Senior Vice President of Agency Operations of IAC Global (or his authorized designee) within [**] days after it receives a request for additional Logins from IAC Global.

(iv)IAC Global shall pay for any equipment or scripting requested by IAC Global and provided by Worldspan to be used by IAC Global’s fulfillment partner.  Worldspan shall offset the Direct Communication Fees, Fulfillment Partner Fees and/or the Login Fees (as applicable) from the amounts due IAC Global or invoice IAC Global for the applicable fees on a monthly basis.  IAC Global shall pay the invoiced amount within [**] days after receipt of the invoice.  Except as provided in this Agreement, IAC Global shall not owe Worldspan any fees for capacity under this Agreement.

(v)IAC Global shall pay Worldspan $[**] per month for XML Pro and Secure Rate Air Plus implementations as requested by Expedia and authorized by the authorized designee of the Senior Vice President of Agency Operations of IAC Global.

(vi)IAC Global hereby releases Worldspan from liability for any billing inconsistencies or errors with respect to amounts billed to IAC Global (or its predecessors in interest) under this Section 11.1(C) for terminal addresses and direct costs prior to the date of this Amendment.

(vii)Worldspan will not charge IAC Global, and IAC Global will have no obligation to pay Worldspan, for the development or delivery of the enhancements to Worldspan’s Corporate Fleet Product set forth in Worldspan’s Functional Design Document #[**] dated [**].

4.Confidentiality

This Amendment shall be considered Confidential Information according to the Agreement.

5.Continuation of Agreement

Except as provided in this Amendment, the Agreement shall continue in full force and effect.

[**]  Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized undersigned representatives as of the date first above written.

IAC Global, LLC			Worldspan, L.P.
By:	IACT US Inc., its sole member
By:	/s/ ROBERT W. GREYBER		By:	/s/ JEFFREY C. SMITH
Print Name:		Robert W. Greyber	Print Name:		Jeffrey C. Smith
Title:		Vice President, Air Partner Management	Title:		General Counsel, Secretary and Senior Vice President Human Resources

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EX-10.86

Exhibit 10.86

Second Amendment

to

Delta Founder Airline Services Agreement

This Second Amendment to the Delta Founder Airline Services Agreement (this “Second Amendment”), dated as of January 10, 2005, by and between Worldspan, L.P. (“Worldspan”), Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation) (“WTI”) and Delta Air Lines, Inc. (“Delta”) amends the Delta Founder Airline Services Agreement, dated as of June 30, 2003, by and among Worldspan, WTI and Delta, as amended by the Amended and Restated First Amendment to the Delta Founder Airline Services Agreement, dated as of June 4, 2004 by and between Worldspan and Delta (the “Amended and Restated First Amendment”) (as so amended, the “Agreement”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Agreement provides, among other things, that Worldspan will provide certain credits to Delta to be applied against service fee payments due from Delta to Worldspan under the Agreement;

WHEREAS, Worldspan, WTI and Delta entered into the Amended and Restated First Amendment and now desire to enter into this Second Amendment to reflect certain terms and provisions as provided herein;

NOW, THEREFORE, in consideration of the agreements, terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Section 4.4(b)(2) is hereby amended to add the following provision to the end of such section:

“Notwithstanding anything to the contrary contained in this Section 4.4(b)(2), the parties hereto acknowledge and agree that (i) WTI’s claim for indemnification relating to Greek taxes and penalties and books and records violations to the extent set forth in the letter dated September 30, 2004 to Delta, NWA Inc. and American Airlines, Inc. (the “First Greek Tax Indemnity Claim”), (ii) WTI’s claim for indemnification relating to Greek taxes and penalties and books and records violations to the extent set forth in the letter dated January 5, 2005 to Delta, NWA Inc. and American Airlines, Inc. (the “Second Greek Tax Indemnity Claim,” and together with the First Greek Tax Indemnity Claim, the “Greek Tax Indemnity Claims”) and (iii) to the extent not specified in the Greek Tax Indemnity Claims, any other liabilities, obligations, assessments and claims with respect to (v) income taxes, (w) value added taxes, (x) stamp duties, (y) liabilities relating to any violation of the code of books and records and (z) penalties relating to any of the foregoing (collectively, clauses (i)-(iii), the “Taxes and Liabilities”), in each case which is paid by Worldspan or any of its direct or indirect subsidiaries or branches pursuant to any Greek Tax Final Determination (as defined below) shall each be deemed solely for the purposes of this Section 4.4(b)(2) to constitute a Delta Indemnity Claim which is

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

permitted to be made under the Partnership Interest Partnership Agreement; provided, however, that such Delta Indemnity Claim is only being deemed to be permitted under the Partnership Interest Purchase Agreement for purposes of determining that Worldspan is entitled to recoup the amount of any such Delta Indemnity Claim under this Section 4.4(b)(2) and provided, further, that any such Taxes and Liabilities which are allocable the period following June 30, 2003 shall not constitute a Delta Indemnity Claim.  In the event of any Greek Tax Final Determination, Worldspan shall be entitled to exercise its recoupment rights under this Section 4.4(b)(2) with respect to its obligations to provide Delta FASA Credits or pay FASA Credit Excess Amounts, FASA Credit Payments or Delta Continuing Payments in the aggregate amount equal to any Delta Greek Tax Amount (as defined below) which is paid by WTI, Worldspan or any of its direct or indirect subsidiaries or branches as a Delta Indemnity Claim Amount, without any requirement or obligation on the part of Worldspan to deposit such amount into an escrow account pursuant to the Worldspan/Delta Indemnity Claim Escrow Agreement or any other escrow account and notwithstanding the fact that the Greek Tax Final Determination occurs after September 30, 2004.  Any obligations which are so recouped by Worldspan pursuant to the prior sentence shall be referred to as “Recouped Amounts”; provided, however, that if all or any portion of a Recouped Amount is subsequently reversed, canceled, rejected or otherwise nullified or all or any portion of Recouped Amount is subsequently returned to Delta pursuant to the definition of “Net After-Tax Basis” in the Partnership Interest Purchase Agreement, such amount shall no longer be a Recouped Amount.  The parties acknowledge and agree that there may be more than one Greek Tax Final Determination.  Delta acknowledges and agrees that Delta’s obligation to indemnify WTI with respect to the Greek Tax Indemnity Claim, a Delta Greek Tax Amount or any Greek Tax Final Determination includes the obligation to indemnify Worldspan, L.P.  Notwithstanding the foregoing, in the event of any Greek Tax Final Determination, WTI and Worldspan shall have the right, at their sole discretion, to elect to exercise the recoupment rights provided in this Section 4.4(b)(2) in lieu of accepting a cash indemnity payment from Delta for any Delta Greek Tax Amount; provided, that Worldspan gives written notice of such election to Delta within 10 business days of payment by Worldspan of any amount representing a Delta Greek Tax Amount; and provided, further, that nothing contained in this Section 4.4 will affect the rights of WTI and Worldspan to enforce the indemnification provisions of the Partnership Interest Purchase Agreement (if applicable) against Delta with respect to any payment or liability relating to the Greek Tax Indemnity Claim, any Delta Greek Tax Amount or any Greek Tax Final Determination which does not constitute a Recouped Amount.  As used herein, a “Greek Tax Final Determination” shall mean any final, nonappealable determination by the applicable governmental authority in the country of Greece with respect to an assessment against Worldspan or any of its direct or indirect subsidiaries or branches (including, without limitation, Worldspan Services Limited, the Greek branch of Worldspan Services Limited (“WSL”) or Worldspan Greece Global Travel Information Services Sole Partner E.P.E.) relating to Taxes and Liabilities during the period 1993-2003, provided, that the Amnesty Program Decisions (as defined below) shall constitute a Greek Tax Final Determination and provided, further, that any Taxes and Liabilities

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which are allocable to the period following June 30, 2003 shall not for purposes of this Second Amendment constitute part of the Greek Tax Final Determination; “Delta Greek Tax Amount” means 40% of the total amount paid by Worldspan to the applicable Greek governmental authorities pursuant to any Greek Tax Final Determination; “Delta Paid Amount” shall mean the aggregate total Delta Greek Tax Amount paid by Delta through the applicable date (whether in cash or by virtue of Recouped Amounts); and “Amnesty Program Decisions” shall mean any decision, determination or settlement proposed by the applicable Greek government authority pursuant to an amnesty and/or settlement program relating to Taxes and Liabilities payable by Worldspan or any of its direct or indirect subsidiaries and branches with respect to the period 1993-2003, including without limitation, (i) the Settlement Note issued by the government of Greece, Ministry of Economy and Finance, and accepted by Worldspan on or about December 20, 2004, for income taxes and VAT payable in the amount of €3,624,043 plus the CBR penalties relating thereto and (ii) the Settlement Note issued by the government of Greece, Ministry of Economy and Finance in December 2004 for Taxes and Liabilities payable by Worldspan Greece Global Travel Information Services Sole Partner E.P.E. in the amount of €824,948.86.  In the event that a Delta Continuing Payment becomes due and payable by Worldspan prior to the Final Amnesty Determination (as defined below) and the payment (whether in cash or by virtue of Recouped Amounts) in full by Delta of all Delta Greek Tax Amounts payable pursuant to all Amnesty Program Decisions, then solely for purposes of determining the amount of the Delta Continuing Payment, the Delta Indemnity Claim Amount relating to the Greek Tax Liability shall equal the amount by which $5,000,000 exceeds the Delta Paid Amount as of the applicable date (the “Estimated Delta Greek Tax Liability”).  In such an event as described in the previous sentence, upon the final determination of the matters described in the definition of Amnesty Program Decisions (the “Final Amnesty Determination”) (it being understood and agreed that the parties hereto intend that Final Amnesty Determination shall occur when the applicable Greek governmental authority issues a decision, determination or settlement with respect to all of the Taxes and Liabilities):  (i) in the event that the aggregate of all Delta Greek Tax Amounts with respect to such Amnesty Program Decisions is less than $5,000,000, then Worldspan and WTI shall jointly and severally reimburse Delta for the difference between the aggregate of such Delta Greek Tax Amounts and $5,000,000 as an additional portion of the Delta Continuing Payment within five business days after the occurrence of the Final Amnesty Determination and (ii) in the event that the aggregate of all Delta Greek Tax Amounts with respect to such Amnesty Program Decisions is more than $5,000,000, then Delta shall pay such difference to Worldspan as an indemnification payment pursuant to Section 10.3(k) of the Partnership Interest Purchase Agreement.

2.Section 4.8 is hereby amended in its entirety to read as follows:

“4.8         Termination of FASA Credits.

(a)Upon Delta’s receipt of the FASA Credit Termination Payment (as defined below) in full on or prior to the earlier of (x) December 31, 2005 or (y) the 30-Day

3

Expiration Date (as defined below), Section 4.4 hereof and the defined terms utilized therein if such defined terms are not utilized elsewhere in the Agreement shall have no further force and effect.

(b)On or prior to December 31, 2005, Worldspan may, at its sole election, deliver a written notice (a “Prepayment Election Notice”) to Delta stating that Worldspan has elected to pay the FASA Credit Termination Payment (as defined below).  If a Prepayment Election Notice is delivered in accordance with the previous sentence, then Worldspan shall pay to Delta by wire transfer of immediately available funds an amount equal to the FASA Credit Termination Payment on the date specified in the Prepayment Election Notice, provided that such payment shall not be made later than the earlier of (x) December 31, 2005 or (y) 30 days after the date of the Prepayment Election Notice (the “30-Day Expiration Date”).

(c)As used herein, the “FASA Credit Termination Payment” means:

(i)$[**], in the event of a FASA Credit Termination Payment in January, 2005;

(ii)$[**], in the event of a FASA Credit Termination Payment in February, 2005;

(iii)$[**], in the event of a FASA Credit Termination Payment in March, 2005;

(iv)$[**], in the event of a FASA Credit Termination Payment in April, 2005;

(v)$[**], in the event of a FASA Credit Termination Payment in May, 2005;

(vi)$[**], in the event of a FASA Credit Termination Payment in June, 2005;

(vii)$[**], in the event of a FASA Credit Termination Payment in July, 2005;

(viii)$[**], in the event of a FASA Credit Termination Payment in August, 2005;

(ix)$[**], in the event of a FASA Credit Termination Payment in September, 2005;

(x)$[**], in the event of a FASA Credit Termination Payment in October, 2005;

(xi)$[**], in the event of a FASA Credit Termination Payment in November, 2005;

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(xii)$[**], in the event of a FASA Credit Termination Payment in December, 2005;

in each case of clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) or (xii), as reduced by:

(A) the amount of any Delta FASA Credits applicable under Schedule 4.4(a) hereto to any calendar month following the date of the FASA Credit Termination Payment and which have been included in invoices by Worldspan under Article 4 of the Agreement relating to periods prior to the date of the FASA Credit Termination Payment (“Prior Period FASA Credits”),

(B) the amount of any Recoupment Amounts which have not, prior to the date of the FASA Credit Termination Payment, been reflected in a Current Invoice,

(C) the amount of any Delta FASA Claim Amounts which have not, prior to the date of the FASA Credit Termination Payment, been reflected in a Current Invoice and have been deposited by Worldspan into the escrow agreement specified in Section 4.4(b)(3) of the Agreement as it was in effect prior to the date of this Second Amendment, and

(D) in the event of a FASA Credit Termination Payment prior to the Final Amnesty Determination and the payment (whether in cash or by virtue of Recouped Amounts) in full by Delta of all Delta Greek Tax Amounts, the amount of the Estimated Delta Greek Tax Liability.

(d)Upon receipt of the FASA Credit Termination Payment, Delta shall no longer earn and shall no longer be entitled to any Delta FASA Credits earned under the Agreement other than Prior Period FASA Credits and Worldspan shall have no further rights or obligations under Section 4.4 of the Agreement, including with respect to any Delta FASA Credits, FASA Credit Excess Amounts, FASA Cash Payments or the Delta Continuing Payment.

(e)Upon the occurrence of a Delta General Termination, Delta Bankruptcy FASA Rejection, or termination of this Agreement without cause by Delta in breach of Section 7.1(b) hereof, each prior to June 30, 2012, Delta shall pay to Worldspan on a monthly basis commencing at the effective time of such termination until and including June, 2012, an amount in cash equal to the amount listed in Column B as the applicable Delta FASA Credit for such month on Schedule 4.4(a) hereof.  Any payments due from Delta pursuant to this Section 4.8(e) shall be made by wire transfer of immediately available funds from Delta to Worldspan on the first business day of each calendar month following the month in which such termination occurs; provided, however, for the calendar month in which such

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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termination occurs, Delta shall pay to Worldspan a prorated amount of the Delta FASA Credit specified for such month in Column B on Schedule 4.4(a) hereto equal to the amount listed on such schedule for such month multiplied by a fraction, the numerator of which is the number of days remaining in such month following the date of termination and the denominator of which is the total number of days in such month.

(f)In the event of a reduction to the FASA Credit Termination Payment pursuant to Section 4.8(c)(D), then upon the Final Amnesty Determination:  (i) in the event that the aggregate of all Delta Greek Tax Amounts with respect to such Amnesty Program Decisions is less than $[**], then Worldspan and WTI shall jointly and severally reimburse Delta for the amount equal to the amount by which $[**] exceeds the aggregate of such Delta Greek Tax Amounts as an additional portion of the FASA Credit Termination Payment within five business days after the Final Amnesty Determination and (ii) in the event that the aggregate of all Delta Greek Tax Amounts with respect to such Amnesty Program Decisions is more than $[**], then Delta shall pay such excess amount to Worldspan as an indemnification payment pursuant to Section 10.3(k) of the Partnership Interest Purchase Agreement.

3.(a)Worldspan and WTI each hereby covenants and agrees to comply with Section 9.15 of any Founder Airline Services Agreement between Worldspan and any other Founder Airline and Section 17 of any Worldspan/Northwest Indemnity Claim Escrow Agreement, or similar or substitute agreement (the “Non-Discrimination Provisions”) between Worldspan and/or WTI and any other Founder Airline as the Non-Discrimination Provisions may relate to the transactions contemplated by this Second Amendment and shall, jointly and severally, indemnify, defend and hold harmless Delta, its officers, directors and Affiliates (each, a “Delta Indemnitee”), from, and reimburse any Delta Indemnitee for any Loss (as defined in the Partnership Interest Purchase Agreement) arising out of, resulting from or in connection with any claim, action or suit (each, a “Claim”) brought by any Founder Airline or any of its Affiliates against any Delta Indemnitee with respect to the transactions contemplated by this Second Amendment to the extent resulting from acts or omissions by Worldspan or WTI; provided that the indemnification provided under this Section 3 shall not apply to any Claims or Loss to the extent arising out of, resulting from or in connection with any acts or omissions of any Delta Indemnitee (including with respect to any breach or default by any Delta Indemnitee of any contract, agreement or instrument applicable to such Delta Indemnitee) and shall not apply to any Claims or Loss relating in any way to the redemption of the notes pursuant to the Note Redemption Agreement, dated January 10, 2005, by and between WTI and Delta Air Lines, Inc.

[**] Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Commission.

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(b)As promptly as practicable, and in any event within 30 days, after any Delta Indemnitee shall receive any notice of, or otherwise become aware of, the commencement of any Claim or the assertion of any Claim, for which indemnification is provided for under this Section 3 (an “Indemnification Event”), such Delta Indemnitee shall give written notice (an “Indemnification Claim”) to the party from which such indemnification is (or, under such assumption, could be) sought (an “Indemnifying Party”) describing in reasonable detail the Indemnification Event and the basis on which indemnification is (or, under such assumption, could be) sought; but the failure of the Delta Indemnitee to give the Indemnification Claim within such time period shall not relieve the Indemnifying Party of any liability hereunder in respect of such Indemnification Event (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure.  The Indemnifying Party shall (whether or not the Delta Indemnitee is entitled to claim indemnification under this Section 3) be entitled to, and the Delta Indemnitee shall provide the Indemnifying Party with the right to, participate in, and assume sole control over, the defense and settlement of such Claim (with counsel reasonably satisfactory to the Delta Indemnitee); provided, however, that (i) the Indemnifying Party or Indemnifying Parties shall (x) provide written notice to the Delta Indemnitee of its or their election to assume control of the defense of such Claim and (y) have expressly agreed in writing that, as between the Indemnifying Party and the Delta Indemnitee, the Indemnifying Party shall be solely obligated to satisfy and discharge such Claim, (ii) the Delta Indemnitee shall be entitled to participate in the defense of such Claim and to employ counsel at its own expense to assist in the handling of such Claim, provided that if there is an actual conflict of interest between the Indemnifying Party and the Delta Indemnitee, which in the reasonable opinion of counsel to the Delta Indemnitee would prevent one counsel from representing both the Indemnifying Party and the Delta Indemnitee in any matter, the Indemnifying Party shall be responsible for all such reasonable counsel expenses of the Delta Indemnitee, and (iii) the Indemnifying Party shall obtain the prior written approval of the Delta Indemnitee, which approval shall not be unreasonably withheld or delayed, before entering into any settlement of such Claim or ceasing to defend against such Claim if (x) as a result of such settlement or ceasing to defend, injunctive or other equitable relief would be imposed against the Delta Indemnitee or (y) in the case of a settlement, the Delta Indemnitee would not thereby receive from the claimant an unconditional release from all further liability in respect of such Claim.  After written notice by the Indemnifying Party or Indemnifying Parties to the Delta Indemnitee of its or their election to assume control of the defense of any such Claim, subject to the provisions of the following exceptions, the Indemnifying Party or Indemnifying Parties shall not be liable hereunder to indemnify any Person for any Legal Expenses (as defined below) subsequently incurred in connection therewith.  If the Indemnifying Party or Indemnifying Parties do not assume sole control over the defense or settlement of such Claim as provided in

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this Section 3 within a reasonable period of time, or, after assuming such control, fails to diligently defend against such Claim in good-faith (it being agreed that settlement of such Claim does not constitute such a failure to defend) the Delta Indemnitee shall have the right (as to itself) to defend and, upon obtaining the written consent of the Indemnifying Party if such Indemnifying Party is liable for the Losses with respect to such Claim, settle the claim in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Delta Indemnitee therefor in accordance with this Section 3.  Notwithstanding the foregoing provisions of this Section 3, the Delta Indemnitee shall have the right at all times to take over and assume the control (as to itself) of the defense or settlement of any Claim; provided, however, that in such event and if the Delta Indemnitee has not taken over control of such Claim under the previous sentence the Indemnifying Party or Indemnifying Parties shall cease to have any obligation under this Section 3 in respect of such Claim.  The Indemnifying Party shall not be liable under this Section 3 for any settlement or compromise effected without its consent.

(c)The Delta Indemnitee and the Indemnifying Party shall each cooperate fully (and shall each cause its Affiliates to cooperate fully) with the other in the defense of any Claim pursuant to Section 3.  Without limiting the generality of the foregoing, each such Person shall furnish the other such Person (at the expense of the Indemnifying Party) with such documentary or other evidence as is then in its or any of its Affiliates’ possession as may reasonably be requested by the other Person for the purpose of defending against any such Claim.

(d)As used herein, “Legal Expenses” means fees, costs and expenses of any kind incurred by any Delta Indemnitee and its counsel in investigating, preparing for, defending against or providing evidence, producing documents or taking other action with respect to any threatened or asserted claim.

4.Schedule 1.3 to the Agreement is hereby amended to add the following definitions:

“Initial Public Offering” means the initial underwritten sale of common equity interests of WTI, or any affiliate of WTI other than Worldspan (each, and WTI, a “WTI Entity”) to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, with gross proceeds to any one or more WTI Entity of $200,000,000 or more, if immediately thereafter any WTI Entity has publicly held common equity interests listed on a national securities exchange or NASD automated quotation system.”

“WTI” means Worldspan Technologies Inc. (formerly known as Travel Transaction Processing Corporation).

5.Except as expressly provided in this Second Amendment, all of the terms and conditions of the Agreement remain in full force and effect and are fully binding upon and enforceable against the parties hereto.

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6.This Second Amendment may not be amended or modified except by a written agreement signed by Worldspan and Delta.

7.This Second Amendment shall be governed by, and shall be enforced and construed in accordance with, the laws of the State of New York (other than its rules regarding conflicts of laws).

8.This Second Amendment may be executed in several counterparts, and all counterparts so executed shall constitute one agreement, binding on the parties hereto, notwithstanding that such parties are not signatories to the same counterpart.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first written above.

WORLDSPAN, L.P.

/s/ JEFFREY C. SMITH

By: Jeffrey C. Smith

Title: General Counsel, Secretary & Senior Vice President Human Resources

DELTA AIR LINES, INC.

/s/ MICHAEL J. PALUMBO

By: Michael J. Palumbo

Title: Executive VP & CFO

WORLDSPAN

TECHNOLOGIES INC.

/s/ JEFFREY C. SMITH

By: Jeffrey C. Smith

Title: General Counsel, Secretary & Senior Vice President Human Resources

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EX-12.1

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Exhibit 12.1

Worldspan, L.P.
Earnings to Fixed Charges Ratio Calculation

			Predecessor Basis				Successor Basis
			Year Ended 12/31/2002		Six Months Ended 6/30/2003		Six Months Ended 12/31/2003			Year Ended 12/31/2004		Six Months Ended 6/30/05
Fixed Charges:
	Interest Expense		$	5,481	$	2,756	$	20,891		$	40,878	$	28,468
	Rental Expense (20% of Actual)			3,635		1,666		1,804			3,100		1,093
		Total Fixed Charges		9,116		4,422		22,695			43,978		29,561
Earnings:
	Income before provision for income taxes and equity in (loss) gain of investees			106,009		28,428		(14,668	)		44,910		(13,128	)
	Fixed Charges			9,116		4,422		22,695			43,978		29,561
		Total Earnings		115,125		32,850		8,027			88,888		16,433
Earnings to Fixed Charges(1)				12.6		7.4		0.4			2.0		0.6

(1)

For the six months ended December 31, 2003, there was a deficiency of $13,989.

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Worldspan, L.P. Earnings to Fixed Charges Ratio Calculation