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As filed with the Securities and Exchange Commission on June 23, 2004.

Registration No. 333-114043

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Amendment No. 4

to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WORLDSPAN TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	7374 (Primary Standard Industrial Classification Code Number)	75-3125716 (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)
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)

With copies to:
G. Daniel O'Donnell, Esq. Geraldine A. Sinatra, Esq. Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103 (215) 994-4000	Kirk A. Davenport, Esq. Latham & Watkins LLP 885 Third Avenue Suite 1000 New York, New York 10022 (212) 906-1284

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

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

Explanatory Note

        This Amendment No. 4 is being filed solely for the purpose of filing Exhibits 1.1, 2.2, 3.1, 3.2, 5.1, 10.81, 10.82 and 10.83. No changes have been made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The following table sets forth the various expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale and distribution of the securities being registered. All amounts shown are estimates, except the Securities and Exchange Commission registration fee and the listing fees.

Securities and Exchange Commission registration fee		$	94,391.50
NASD filing fee			30,500.00
New York Stock Exchange application fee			200,000.00
Blue sky qualification fees and expenses			7,500.00
Printing and engraving expenses			375,000.00
Legal fees and expenses			700,000.00
Accounting fees and expenses			400,000.00
Transfer agent and registrar fees			15,000.00
Miscellaneous expenses			77,000.00
	Total	$	1,899,391.50

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

        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

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personal benefit. Worldspan Technologies Inc.'s certificate of incorporation provides for such limitation of liability.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Stock Subscription Agreements

        On June 30, 2003, we entered into separate stock subscription agreements with CVC (and certain of its affiliates and certain members of its management), OTPP and certain directors and employees of the Company. Pursuant to these agreements, an aggregate of 29,648,263 shares of Common Stock, and 3,929,288 shares of Class B Common Stock, were sold at a price of $0.893 per share, for an aggregate purchase price of $27,700,326. Under these same agreements an aggregate of 319,999.999 shares of Series A Preferred Stock were sold at a price of $1,000.00 per share for an aggregate purchase price of approximately $320.0 million. These securities were deemed exempt from registration under the Securities Act in reliance on Rule 506 promulgated thereunder.

        On November 19, 2003, we entered into a series of restricted stock subscription agreements under which executive officers of ours purchased an aggregate of 217,897 shares of Common Stock at a price of approximately $0.893 per share, for an aggregate purchase price of $194,681. On December 31, 2003, we entered into a restricted stock subscription agreement under which an executive officer of ours purchased an aggregate of 60,725 shares of Common Stock at a price of approximately $0.893 per share, for an aggregate purchase price of $54,255. On March 17, 2004, we entered into a series of restricted stock subscription agreements under which executive officers of ours purchased an aggregate of 567,068 shares of Common Stock at a price of approximately $0.893 per share, for an aggregate purchase price of $506,648.62. The shares purchased pursuant to these agreements are restricted, and therefore not alienable for five years from the date of purchase, subject to certain exceptions for re-sale to us. These restrictions shall lapse as to 20% of the shares held by each holder on the first five anniversaries of the agreement. These securities were exempt from registration under the Securities Act in reliance on Rule 701 promulgated thereunder as transactions pursuant to compensatory benefit plans and contracts relating to compensation. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions.

        On March 26, 2004, we entered into a stock subscription agreement under which an officer of ours purchased 35,904 shares of Common Stock and 367.922 shares of Series A Preferred Stock, for an aggregate purchase price of $400,000. Also on March 26, 2004, we entered into a stock subscription agreement in connection with the exercise by an executive officer of ours of his option to purchase 44,880 shares of Common Stock and 459.902 shares of Series A Preferred Stock for an aggregate purchase price of $534,106.21. Both of these sales were exempt from registration under the Securities Act in reliance on Rule 506 promulgated thereunder.

Stock Options

        From time to time we issued stock options and shares of our Common Stock upon the exercise of stock options granted under our stock incentive plan prior to the time we became subject to the reporting requirements of the Exchange Act. These securities were deemed exempt from registration under the Securities Act in reliance on Rule 701 promulgated thereunder as transactions pursuant to compensatory benefit plans and contracts relating to compensation. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions.

        There were no underwriters employed in connection with any of the transactions set forth in this Item 15.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits

        The following exhibits are filed herewith unless otherwise indicated:

1.1	Form of Underwriting Agreement
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)
2.2	Form of Agreement and Plan of Merger by and between Worldspan Technologies Merger Company and Worldspan Technologies Inc.
3.1	Form of Amended and Restated Certificate of Incorporation of Worldspan Technologies Inc.
3.2	Form of Bylaws of Worldspan Technologies Inc.
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)
5.1	Form of Opinion of Dechert LLP
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)
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 February 20, 2001, by and between Worldspan, L.P. and Douglas L. Abramson.(1)

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10.16	Employment Agreement, dated as of August 29, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Dale Messick.(1)
10.17	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Dale Messick.(1)
10.18	Employment Agreement, dated as of August 29, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Michael B. Parks.(1)
10.19	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Michael B. Parks.(1)
10.20	Employment Agreement, dated as of February 20, 2001, by and between Worldspan, L.P. and Susan J. Powers.(1)
10.21	Advisory Agreement, dated as of June 30, 2003, by and between Worldspan, L.P. and Worldspan Technologies Inc.(1)
10.22	Advisory Agreement, dated as of June 30, 2003, by and between Worldspan Technologies Inc. and CVC Management LLC.(1)
10.23	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)
10.24	Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Ontario Teachers' Pension Plan Board.(1)
10.25	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Paul J. Blackney.(1)
10.26	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Rakesh Gangwal.(1)
10.27	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Rakesh Gangwal.(1)
10.28	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Dale Messick.(1)
10.29	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Dale Messick.(1)
10.30	Management Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)
10.31	Restricted Stock Subscription Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)
10.32	Stock Option Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and Rakesh Gangwal.(1)
10.33	Stock Option Agreement, dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)
10.34	Stock Option Agreement (one-year agreement) dated as of June 30, 2003, between Worldspan Technologies Inc. and M. Gregory O'Hara.(1)
10.35	Stock Option Agreement, dated as of September 22, 2003, between Worldspan Technologies Inc. and Dale Messick.(1)
10.36	Restricted Stock Subscription Agreement, dated as of September 22, 2003, by and between Worldspan Technologies Inc. and Michael B. Parks.(1)
10.37	Stock Option Agreement, dated as of September 22, 2003, between Worldspan Technologies Inc. and Michael B. Parks.(1)
10.38	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)***
10.39	Global Telecommunications Services Agreement, dated May 8, 2000, between Worldspan Services Limited and Societe Internationale de Telecommunications Aeronautiques.(1)
10.40	AT&T InterSpan Data Communications Services Agreement, dated February 1, 1996, between AT&T Corp. and Worldspan L.P., as amended.(1)
10.41	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and American Airlines, Inc., as amended.(1)
10.42	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Delta Air Lines Inc., as amended.(1)
10.43	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Northwest Airlines, Inc., as amended.(1)

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10.44	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and United Air Lines, as amended.(1)
10.45	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and USAir, Inc., as amended.(1)
10.46	Worldspan Participating Carrier Agreement, dated February 1, 1991, between Worldspan, L.P. and Continental Airlines, Inc., as amended.(1)
10.47	CRS Marketing, Services and Development Agreement, dated December 15, 1995, between Microsoft Corporation and Worldspan, L.P., as amended.(1)***
10.48	Amended and Restated Agreement for CRS Access and Related Services dated November 1, 2001 between Orbitz, LLC and Worldspan, L.P., as amended.(1)***
10.49	Worldspan Subscriber Entity Agreement dated October 1, 2001 between Worldspan, L.P. and priceline.com Incorporated, as amended.(1)***
10.50	Office Lease Agreement, dated January 16, 2004, between 300 Galleria Parkway Associates and Worldspan, L.P.(2)
10.51	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)
10.52	Worldspan Executive Group Life Insurance Program.(1)
10.53	Worldspan Retirement Benefit Restoration Plan.(1)
10.54	Worldspan Executive Deferred Compensation Plan.(1)
10.55	2003 Executive Incentive Compensation Program (short-term and long-term plans).(1)
10.56	2002 Executive Incentive Compensation Program (long-term plan).(1)
10.57	2001 Executive Incentive Compensation Program (long-term plan).(1)
10.58	2000 Executive Incentive Compensation Program (long-term plan).(1)
10.59	Worldspan Technologies Inc. Stock Incentive Plan.(1)
10.60	Employment Agreement, dated as of October 20, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Ninan Chacko.(1)
10.61	Restricted Stock Subscription Agreement, dated as of October 20, 2003, between Worldspan Technologies Inc. and Ninan Chacko.(1)
10.62	Stock Option Agreement, dated as of October 20, 2003, between Worldspan Technologies Inc. and Ninan Chacko.(1)
10.63	Amendment No. 2 to the International Business Machines Corporation Worldspan Asset Management Offering Agreement, dated December 24, 2003.(3)
10.64	Second Amendment to the Amended and Restated Agreement for CRS Access and Related Services, dated January 28, 2004, between Obitz, LLC and Worldspan, L.P.(4)
10.65	Employment Agreement, dated as of December 31, 2003, by and among Worldspan, L.P., Worldspan Technologies Inc. and Susan J. Powers.(4)
10.66	Side Letter Agreement regarding pension benefits, dated March 12, 2004, among Rakesh Gangwal, Worldspan, L.P. and Worldspan Technologies Inc.(4)
10.67	Consulting Agreement, dated December 3, 2003, between Douglas L. Abramson and Worldspan, L.P.(4)
10.68	Consulting Agreement, dated February 16, 2004, between Dale Messick and Worldspan, L.P.(4)
10.69	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)
10.70	Employment Agreement, dated as of March 8, 2004, by and among Worldspan, L.P., Worldspan Technologies Inc. and Jeffrey C. Smith.(4)
10.71	Employment Agreement, dated as of February 16, 2004, by and among Worldspan, L.P., Worldspan Technologies Inc. and Michael S. Wood.(4)
10.72	Worldspan Supplemental Savings Program.(4)
10.73	Global Telecommunications Services Agreement, dated February 1, 2004, by and between Worldspan, L.P. and Societe Internationale de Telecommunications Aeronautiques.(4)***
10.74	Global Telecommunications Services Agreement, dated February 1, 2004, by and between Worldspan Services Limited and Societe Internationale de Telecommunications Aeronautiques.(4)***
10.75	AT&T Interspan Data Communication Services Agreement, dated March 29, 2004, between AT&T Corp. and Worldspan, L.P.(4)***
10.76	Amended and Restated First Amendment to the Delta Founder Airline Services Agreement, dated as of June 4, 2004, by and between Delta Air Lines, Inc. and Worldspan, L.P.†

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10.77	The First Amendment to the Northwest Founder Airline Services Agreement, dated as of May 10, 2004 by and between Northwest Airlines, Inc. and Worldspan, L.P.(5)
10.78	Amendment No. 9 to the CRS Marketing, Services and Development Agreement dated as of March 11, 2004 between Worldspan, L.P. and Expedia, Inc.(6)***
10.79	Amendment, dated as of May 12, 2004, to Employment Agreement among Worldspan Technologies Inc., Rakesh Gangwal and Worldspan, L.P.(7)
10.80	Amendment, dated as of May 12, 2004, to Employment Agreement among Worldspan Technologies Inc., M. Gregory O'Hara and Worldspan, L.P.(7)
10.81	Form of Worldspan Technologies Inc. 2004 Stock-Based Incentive Compensation Plan.
10.82	Amendment No. 1 to Restricted Stock Subscription Agreement, dated as of June 21, 2004, by and between Worldspan Technologies Inc. and Rakesh Gangwal.
10.83	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.
21.1	Subsidiaries of Worldspan Technologies Inc.†
23.1	Consent of Dechert LLP (contained in its opinion filed as Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP†
24	Powers of Attorney†

(1)

Filed as a like numbered exhibit to Worldspan, L.P.'s Registration Statement on Form S-4 (File No. 333-109064) and incorporated herein by reference.

(2)

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

(3)

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

(4)

Filed as a like numbered exhibit to Worldspan, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.

(5)

Filed as a like numbered exhibit to Worldspan, L.P.'s Quarterly Report on Form 10-Q filed on May 13, 2004 for the quarter ended March 31, 2004 and incorporated herein by reference.

(6)

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

(7)

Filed as a like numbered exhibit to Worldspan, L.P.'s Registration Statement on Form S-1 (File No. 333-115732) filed on May 21, 2004 and incorporated herein by reference.

†

Previously filed.

*

To be filed by amendment.

***

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.

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Schedule II—Valuation and Qualifying Accounts
For the Years Ended December 31, 2001, 2002, and 2003

			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, 2001
Allowance for doubtful accounts	$	8,895	$	5,140	$	—	$	(1,177	)	$	12,858
Booking cancellation reserve		7,959		12,500		—		(6,028	)		14,431
Deferred tax asset valuation allowance		4,364		452		—		(38	)		4,778
Year ended December 31, 2002
Allowance for doubtful accounts	$	12,858	$	5,589	$	—	$	—		$	18,447
Booking 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
Booking cancellation reserve		13,874		1,563		—		(1,191	)		14,246
Deferred tax asset valuation allowance		5,812		9		—		(542	)		5,279
Successor Basis:
Six ended December 31, 2003
Allowance for doubtful accounts	$	15,645	$	1,284	$	—	$	(1,399	)	$	15,530
Booking cancellation reserve		14,246		1,631		—		(6,216	)		9,661
Deferred tax asset valuation allowance		5,279		57,415		—		(902	)		61,792

ITEM 17. UNDERTAKINGS.

        (a)   The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under "Item 14—Indemnification of Directors and Officers" above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (c)   The undersigned Registrant hereby undertakes that:

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

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

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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 June 23, 2004.

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

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the 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 and Director (Principal Executive Officer)	June 23, 2004
* Michael S. Wood	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 23, 2004
* M. Gregory O'Hara	Executive Vice President Corporate Planning and Development and Director	June 23, 2004
* Shael J. Dolman	Director	June 23, 2004
* Ian D. Highet	Director	June 23, 2004
* James W. Leech	Director	June 23, 2004

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* Dean G. Metcalf	Director	June 23, 2004
* Paul C. Schorr IV	Director	June 23, 2004
* Joseph M. Silvestri	Director	June 23, 2004
* David F. Thomas	Director	June 23, 2004
* Signed by attorney-in-fact
/s/  JEFFREY C. SMITH Jeffrey C. Smith, Attorney-in-fact

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Explanatory Note
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES

EX-1.1

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Exhibit 1.1

37,087,500 Shares
WORLDSPAN TECHNOLOGIES INC.
Common Stock
UNDERWRITING AGREEMENT

        June     , 2004

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
UBS SECURITIES LLC
CIBC WORLD MARKETS CORP.
RBC CAPITAL MARKETS CORPORATION,
As Representatives of the several Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

        Worldspan Technologies Inc., a Delaware corporation (the "Company"), proposes to sell 32,250,000 shares (the "Firm Stock") of the Company's Common Stock, par value $0.01 per share (the "Common Stock").

        It is understood that, subject to the conditions hereinafter stated, the Firm Stock will be sold to the several Underwriters named in Schedule 1 hereto (the "Underwriters") in connection with the offering and sale of such Firm Stock. Lehman Brothers Inc., J.P. Morgan Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, CIBC World Markets Corp. and RBC Capital Markets Corporation shall act as representatives (the "Representatives") of the several Underwriters.

        In addition, the stockholders of the Company set forth on Schedule 1 hereto (each, a "Selling Stockholder" and together, the "Selling Stockholders") propose to grant to the Underwriters an option to purchase up to an aggregate of 4,837,500 additional shares of the Common Stock on the terms and for the purposes set forth in Section 4 (the "Option Stock"). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the "Stock." This agreement (the "Agreement") is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.

        SECTION 1. Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that:

        (a)   A registration statement on Form S-1, and any amendments thereto, with respect to the Stock has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you. As used in this Agreement, (A) "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; (B) "Effective Date" means the date of the Effective Time; (C) "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations; (D) "Registration Statement" means such registration statement, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the

registration statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and (E) "Prospectus" means the final prospectus in the form first used to confirm sales of Stock. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

        (b)   The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that this representation or warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.

        (c)   The market-related and customer-related data and estimates included in the Preliminary Prospectus, Registration Statement and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.

        (d)   The Company and each of its subsidiaries (as defined in Section 18) have been duly incorporated or formed and are validly existing as corporations, limited partnerships or limited liability companies, as the case may be, in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing as foreign corporations, limited partnerships or limited liability companies, as the case may be, in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification (except such failures to qualify as would not reasonably be expected to result in a material adverse effect on, either individually or in the aggregate, the stockholders' equity, financial condition, results of operations or business of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect")), and have all corporate, limited partnership or limited liability company power, as the case may be, and corporate, limited partnership or limited liability company authority, as the case may be, necessary to own or hold their respective properties and to conduct the businesses in which they are engaged; and none of the subsidiaries of the Company (other than Worldspan, L.P.) is a "significant subsidiary," as such term is defined in Rule 405 of the Rules and Regulations.

        (e)   The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof contained in the Prospectus; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and (except for directors' qualifying shares and as disclosed in the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

        (f)    The shares of the Stock to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued and delivered against payment therefor in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable; and the Stock will conform in all material respects to the descriptions thereof contained in the Prospectus.

        (g)   The Company has all requisite power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

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        (h)   The Credit Agreement to be entered into upon or around the closing of the Company's sale of Stock (the "Credit Agreement") has been duly and validly authorized by Worldspan, L.P. (the "Principal Subsidiary") and the guarantors named therein, and upon its execution and delivery and, assuming due authorization, execution and delivery by the lenders party thereto, will constitute the valid and binding agreement of the Principal Subsidiary and such guarantors, enforceable against the Principal Subsidiary and such guarantors in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealing, and other similar doctrines affecting the validity, legally binding nature or enforceability of obligations or agreements generally and, as to rights of indemnification and contribution, by principles of public policy.

        (i)    The execution, delivery and performance of this Agreement and the Credit Agreement and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the "Debt Agreements"); (ii) result in any violation of the provisions of the charter, by-laws, operating agreement, limited partnership agreement or other organizational documents of the Company or any of its subsidiaries; or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; except, in the case of clauses (i) and (iii) above, for any violation that would not, individually or in the aggregate, have a Material Adverse Effect; provided that the provisions for indemnification and contribution hereunder may be limited by equitable principles and public policy considerations, and no consent, approval, authorization or order of, or filing, registration or qualification with any such court or governmental agency or body is required for the issue and sale of the Stock or the consummation by the Company of the transactions contemplated by this Agreement, except for (A) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Securities Act, state securities or Blue Sky laws in connection with the purchase and distribution of the Stock by the Underwriters, (B) approval of the National Association of Securities Dealers, Inc. required to be obtained by the Underwriters or (C) those consents or approvals disclosed in the Prospectus.

        (j)    Except as described in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act.

        (k)   During the six-month period preceding the date of the Prospectus, none of the Company, any of the its subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries has sold or issued any shares of Common Stock, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act (other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants).

        (l)    Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included in the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or

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contemplated in the Prospectus; and, since such date, there has not been any change in the long-term debt of the Company or any of its subsidiaries or any change, or any development involving or which would reasonably be expected to involve a Material Adverse Effect, otherwise than as set forth or contemplated in the Prospectus.

        (m)  The historical consolidated financial statements (including the related notes and supporting schedules) filed as part of the Registration Statement or included in the Prospectus present fairly the financial condition and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as noted therein); and the assumptions used in preparing the pro forma financial statements included in the Registration Statement and the Prospectus are made in good faith and present fairly in all material respects the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

        (n)   PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company, whose report appears in the Prospectus and who have delivered the initial letter referred to in Section 10(g) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations, and were independent public accountants as required by the Securities Act and the Rules and Regulations during the periods covered by the financial statements on which they reported in the Prospectus.

        (o)   The Company and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not, individually or in the aggregate, have a Material Adverse Effect; and all real property and buildings held under lease by the Company or any of its subsidiaries are held by it under valid, subsisting and enforceable leases, with such exceptions as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

        (p)   The Company and each of its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.

        (q)   The Company and each of its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses used in the conduct of their respective businesses, except for such items that, if not available for use in the businesses of the Company or any of its subsidiaries, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There is no pending or, to the knowledge of the Company or any of its subsidiaries, threatened, claim, suit, demand or other proceeding naming the Company or any of its subsidiaries alleging that the products or services manufactured, marketed, sold or used in their respective businesses infringes, misappropriates or otherwise violates the intellectual property rights of any third party (and the Company and its subsidiaries have no knowledge of any basis therefor), which proceeding, if resolved adversely to the Company or its subsidiaries, would reasonably be expected to have a Material Adverse Effect.

        (r)   Except as described in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to, individually or in the aggregate, have a

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Material Adverse Effect and to the Company's and its subsidiaries' knowledge, no proceedings are threatened or contemplated by governmental authorities or threatened by others.

        (s)   No relationship, direct or indirect, exists between or among the Company and any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company and any of its subsidiaries, on the other hand, which is required to be described in the Prospectus pursuant to Item 404 of Regulation S-K that has not been so described.

        (t)    No labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

        (u)   The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 (other than the obligation to make contributions in the ordinary course of business) or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code"); and each "pension plan" for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

        (v)   Except as described in the Prospectus, the Company and each of its subsidiaries has filed all federal, state and local income and franchise tax returns required to be filed through the date hereof and has paid all taxes due thereon, and no tax deficiency has been determined adversely to the Company or any of its subsidiaries that has had or would reasonably be expected, individually or in the aggregate, to have (nor does the Company or any of its subsidiaries have any knowledge of any tax deficiency that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected, individually or in the aggregate, to have) a Material Adverse Effect.

        (w)  Since the date as of which information is given in the Prospectus through the date hereof, and except as may otherwise be disclosed in the Prospectus, neither the Company nor any of its subsidiaries has (i) issued or granted any securities; (ii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business; (iii) entered into any transaction not in the ordinary course of business; or (iv) declared or paid any dividend on its capital stock.

        (x)   The Company and each of its subsidiaries (i) makes and keeps books and records that are accurate in all material respects and (ii) maintains internal accounting controls that provide reasonable assurance that (A) transactions are executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management's authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals.

        (y)   Neither the Company nor any of its subsidiaries (i) is in violation of its charter, by-laws, operating agreement, limited partnership agreement or other organizational documents; (ii) is in default in any respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any Debt Agreement; or (iii) is in violation in any respect of any law,

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ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain or maintain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except, in the case of clauses (ii) and (iii) above, for any default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

        (z)   To the Company's and its subsidiaries' knowledge, none of the Company, any of its subsidiaries, or any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

        (aa) Except for such matters as would not reasonably be expected, individually or in the aggregate, to either result in a Material Adverse Effect or require disclosure in the Prospectus, the Company and its subsidiaries (i) are conducting and have conducted their businesses, operations and facilities in compliance with Environmental Laws (as defined below); (ii) possess, and are in compliance with, any and all permits, licenses or registrations required under Environmental Laws ("Environmental Permits"); (iii) will not require material expenditures to maintain such compliance with Environmental Laws or their Environmental Permits as such Environmental Laws or Environmental Permits are in effect as of the date hereof or to remediate, clean up, abate or remove any Hazardous Substance (as defined below); and (iv) are not subject to any pending or, to the best knowledge of the Company or any of its subsidiaries, threatened claim or other legal proceeding under any Environmental Laws against the Company or its subsidiaries, and have not been named as a "potentially responsible party" under or pursuant to any Environmental Law. As used in this Agreement, "Environmental Laws" means any and all applicable federal, state, local, and foreign laws, ordinances, regulations and common law, or any administrative or judicial order, consent, decree or judgment thereof, relating to pollution or the protection of human health or the environment, including, without limitation, those related to (A) emissions, discharges, releases or threatened releases of, or exposure to, Hazardous Substances, (B) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, or (C) the investigation, remediation or cleanup of any Hazardous Substances. As used in this Agreement, "Hazardous Substances" means pollutants, contaminants or hazardous, dangerous, toxic, biohazardous or infectious substances, materials or wastes, or any other chemical substance regulated under Environmental Laws.

        (bb) Neither the Company nor any of its subsidiaries is, or, as of the applicable Delivery Date (as defined in Section 6) after giving effect to sale of Stock and upon the application of the net proceeds as described under the caption "Use of Proceeds" in the Prospectus, will be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

        (cc) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of Stock), will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

        (dd) The statements set forth in the Prospectus under the captions "Shares Eligible for Future Sale," "Certain Relationships and Related Transactions," "Description of Capital Stock" and "Management," fairly summarize the matters described therein, and are accurate in all material respects.

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        (ee) Prior to the date hereof, none of the Company, any of its subsidiaries or any person acting on its or their behalf (other than the Underwriters) has taken any action that is designed to or that has constituted or that would reasonably have been expected to cause or result in stabilization or manipulation of the price of any security of the Company or its subsidiaries in connection with the sale of the Stock.

        (ff)  The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company's principal executive officer and its principal financial officer by others within those entities in order for timely decisions for required disclosure in the periodic reports required to be filed by the Company under the Exchange Act; and (ii) are effective in all material respects to perform the functions for which they were established.

        SECTION 2. Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents, warrants and agrees that:

        (a)   Such Selling Stockholder has, and immediately prior to the Second Delivery Date (as defined in Section 6 hereof) will have, good and valid title to the shares of Stock to be sold by such Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares of Stock and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.

        (b)   Such Selling Stockholder has placed in custody under an Irrevocable Power of Attorney and a Stock Custody Agreement substantially in the forms of Exhibit A and Exhibit B hereto (the "Power of Attorney" and "Custody Agreement," respectively, and, together with all other similar agreements executed by the other Selling Stockholders, the "Powers of Attorney" and "Custody Agreements") with EquiServe Trust Company, N.A., as custodian (the "Custodian"), for delivery under this Agreement, certificates in negotiable form representing the shares of Stock to be sold by such Selling Stockholder hereunder.

        (c)   Such Selling Stockholder has duly and irrevocably executed and delivered a Power of Attorney and Custody Agreement appointing the Custodian and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of such Selling Stockholder.

        (d)   Such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and Custody Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject; (ii) result in any violation of the provisions of the charter, by-laws, operating agreement, limited partnership agreement or other organizational documents of such Selling Stockholder; or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or its properties or assets; provided that the provisions for indemnification and contribution hereunder may be limited by equitable principles and public policy considerations, and no consent, approval, authorization or order of, or filing, registration or qualification with any such court or governmental agency or body is required for the sale of the Stock or the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, except for such consents, approvals,

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authorizations, orders, filings, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Stock by the Underwriters or those consents or approvals disclosed in the Prospectus.

        (e)   The Registration Statement and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided further, that such Selling Stockholder only makes such representation and warranty to the extent such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement or the Prospectus.

        (f)    Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus (as amended or supplemented) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the Effective Date, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of the Company and is not prompted to sell shares of Common Stock by any information concerning the Company that is not set forth in the Registration Statement and the Prospectus.

        (g)   Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or its subsidiaries to facilitate the sale of the shares of the Stock.

        (h)   Such Selling Stockholder has all requisite power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

        Any certificate signed by or on behalf of a Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters on the Second Delivery Date shall be deemed to be a representation and warranty by such Selling Stockholder to each Underwriter as to the matters covered thereby.

        SECTION 3. Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 32,250,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine.

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        In addition, the Selling Stockholders grant to the Underwriters an option to purchase up to the number of shares of Option Stock set opposite such Selling Stockholder's name in Schedule 1 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives such that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts.

        The price of both the Firm Stock and any Option Stock shall be $      per share.

        The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

        SECTION 4. Offering of Stock by the Underwriters.

        Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions set forth in the Prospectus.

        SECTION 5. Directed Share Program.

        It is understood that 1,612,500 shares of the Firm Stock (the "Directed Shares") will be initially reserved by the several Underwriters for offer and sale to officers, directors, employees and persons having business relationships with the Company as designated by the Company (the "Directed Share Participants") at the initial offering price upon the terms and conditions set forth in the Prospectus and accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "Directed Share Program"). The Directed Share Participants shall [have heretofore delivered] to Lehman Brothers Inc. indications of interest to purchase the Directed Shares in form satisfactory to Lehman Brothers Inc., and that any allocation of such Directed Shares among such persons will be made in accordance with timely directions received by Lehman Brothers Inc. from the Company; provided, that under no circumstances will Lehman Brothers Inc. or any Underwriter be liable to the Company or any Directed Share Participant for any action taken or omitted in good faith in connection with the Directed Share Program. To the extent that any Directed Shares are not confirmed for purchase on or immediately after the date of this Agreement, such Directed Shares may be offered by the Underwriters as part of the public offering upon terms and conditions set forth in the Prospectus.

        SECTION 6. Delivery of and Payment for the Stock. Delivery of and payment for the Firm Stock shall be made at the offices of Latham & Watkins LLP, 885 Third Avenue, Suite 1000, New York, New York 10022, at 10:00 A.M., New York City time, on              , 2004 or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Firm Stock to the Representatives for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the account specified by the Company to the Representatives. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company shall make the certificates representing the Firm Stock available for inspection by the Representatives

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in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date.

        The option granted in Section 3 shall expire 45 days after the date of this Agreement and may be exercised in whole or in part on one occasion by written notice being given to the Company and the Selling Stockholders by the Representatives. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective shares of Option Stock obtained by multiplying the number of shares of Option Stock specified in such note by a fraction, the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule 1 hereto under the caption "Number of Shares of Option Stock to be Sold" and the denominator of which is the total number of shares of Option Stock. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the shares of Option Stock are delivered are sometimes referred to as the "Second Delivery Date." The First Delivery Date and the Second Delivery Date are sometimes each referred to as a "Delivery Date."

        Delivery of and payment for the Option Stock shall be made at the offices of Latham & Watkins LLP, 885 Third Avenue, Suite 1000, New York, New York 10022 at 10:00 A.M., New York City time, on the Second Delivery Date or at such other place as shall be determined by agreement between the Representatives and the Company. On the Second Delivery Date, the Selling Stockholders shall deliver or cause to be delivered the certificates representing the Option Stock to be purchased on the Second Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of the Selling Stockholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the Selling Stockholders to the Representatives. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Option Stock shall be registered in such names and in such denominations as the Representatives shall request in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Stock, the Selling Stockholders shall make the certificates representing the Option Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to each the Second Delivery Date.

        SECTION 7. Further Agreements of the Company. The Company agrees:

        (a)   To prepare the Prospectus and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof in accordance with Section 7(c) hereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing

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or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly all commercially reasonable efforts to obtain its withdrawal;

        (b)   To furnish promptly to each of the Representatives and to Latham & Watkins LLP, counsel for the Underwriters, a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;

        (c)   To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Stock and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as the Representatives may designate as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance;

        (d)   Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing (which consent shall not be unreasonably withheld);

        (e)   As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158);

        (f)    For a period of three years following the Effective Date, the Company will furnish to the Representatives (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; (ii) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders; and (iii) such other information concerning the Company as the Representatives may reasonably request;

        (g)   Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Stock; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction in which it is not otherwise subject or subject it to taxation as a foreign corporation;

        (h)   For a period of 180 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently

11

outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Lehman Brothers Inc. and J.P. Morgan Securities Inc., on behalf of the Underwriters;

        (i)    To apply for the listing of the Stock on the New York Stock Exchange, and to use its best efforts to complete that listing, subject only to official notice of issuance, prior to the First Delivery Date;

        (j)    To apply the net proceeds from the sale of Stock as set forth in under the caption "Use of Proceeds" in the Prospectus; and

        (k)   To take such steps as shall be necessary to ensure that neither the Company nor any of its subsidiaries shall become an "investment company" as defined in the Investment Company Act of 1940, as amended.

        SECTION 8. Further Agreements of the Selling Stockholders. Each of the Selling Stockholders agrees:

        (a)   To comply with the terms of that certain Lock-Up Letter Agreement, dated March 30, 2004, between such Selling Stockholder and the Representatives;

        (b)   That the Stock to be sold by such Selling Stockholder hereunder, which is represented by the certificates held in custody for such Selling Stockholder, is subject to the interest of the Underwriters and the other Selling Stockholders hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated by any act of such Selling Stockholder, by operation of law or the occurrence of any other event; and

        (c)   To deliver to the Representatives prior to the Second Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Stockholder is a non-United States person) or Form W-9 (if such Selling Stockholder is a United States person).

        SECTION 9. Expenses. The Company agrees to pay (a) the costs incident to the authorization, issuance, sale and delivery of the Stock and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement, the Power of Attorney and Custody Agreements and any other related documents in connection with the offering, purchase, sale and delivery of the Stock; (e) the filing fees incident to securing the review by the National Association of Securities Dealers, Inc. of the terms of sale of the Stock; (f) any applicable listing fees; (g) the fees and expenses (not in excess, in the aggregate, of $10,000) of qualifying the Stock under the securities laws of the several jurisdictions as provided in Section 7(h) and of preparing, printing and distributing a Blue Sky Memorandum (including reasonable fees and expenses of counsel to the Underwriters related thereto); (h) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Stock, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and

12

lodging expenses of the employees and officers of the Company and any such consultants, (other than the cost of any aircraft chartered in connection with the road show), (i) all stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters, incident to the offer and sale of the Directed Shares pursuant to the Directed Share Program; and (j) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement; provided that, except as provided in this Section 9 and in Section 14, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel (including Latham & Watkins LLP), any transfer taxes on the Stock that they may sell and the expenses of advertising any offering of the Stock made by the Underwriters.

        SECTION 10. Conditions of Underwriters' Obligations. The respective obligations of the Underwriters hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company and the Selling Stockholders contained herein, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, and to each of the following additional terms and conditions:

        (a)   The Prospectus shall have been timely filed with the Commission in accordance with Section 7(a); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in effect and no proceeding for that purpose shall be pending or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.

        (b)   All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Power of Attorney and Custody Agreements, the Stock, the Registration Statement and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company and the Selling Stockholders shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

        (c)   Dechert LLP shall have furnished to the Representatives their written opinion, as counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives and substantially in the form of Exhibit C hereto.

        (d)   Dechert LLP shall have furnished to the Representatives their written opinion, as counsel to each of Citigroup Venture Capital Partners, L.P., CVC/SSB Employee Fund, L.P. and CVC Executive Fund LLP, addressed to the Underwriters and dated the Second Delivery Date, in form and substance satisfactory to the Representatives and substantially in the form of Exhibit D hereto.

        (e)   Debevoise & Plimpton LLP and Torys LLP shall have furnished to the Representatives their written opinion, as counsel to Ontario Teachers' Pension Plan Board, addressed to the Underwriters and dated the Second Delivery Date, in form and substance satisfactory to the Representatives and substantially in the form of Exhibit E and Exhibit F hereto, respectively.

        (f)    The Representatives shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated such Delivery Date, with respect to the issuance and sale of the Stock, the Registration Statement, the Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents and information as they reasonably request for the purpose of enabling them to pass upon such matters.

        (g)   At the time of execution of this Agreement, the Representatives shall have received from PricewaterhouseCoopers LLP a letter, in form and substance satisfactory to the Representatives and PricewaterhouseCoopers LLP, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in

13

compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings.

        (h)   With respect to the letter of PricewaterhouseCoopers LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the "initial letter"), the Company shall have furnished to the Representatives a letter (the "bring-down letter") of such accountants, in form and substance reasonably satisfactory to the Representatives and PricewaterhouseCoopers LLP, addressed to the Underwriters and dated such Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission; (ii) stating, as of such Delivery Date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter; and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.

        (i)    The Company shall have furnished or caused to be furnished to the Representatives on such Delivery Date certificates of officers of the Company satisfactory to the Representatives stating:

(i)

As to the accuracy of the representations and warranties of the Company at and as of such Delivery Date and as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Delivery Date;



(ii)

That they have carefully examined the Registration Statement and the Prospectus and, in their opinion (A) as of the Effective Date, the Registration Statement and Prospectus did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement or the Prospectus; and



(iii)

As to such other matters as Lehman Brothers Inc. and J.P. Morgan Securities Inc. may reasonably request.

        (j)    Each Selling Stockholder (or the Custodian or one or more attorneys-in-fact on behalf of the Selling Stockholders) shall have furnished to the Representatives on the Second Delivery Date a certificate, dated the Second Delivery Date, signed by, or on behalf of, such Selling Stockholder (or the Custodian or one or more attorneys-in-fact) stating that the representations, warranties and agreements of such Selling Stockholder contained herein are true and correct as of the Second Delivery Date and that such Selling Stockholder has complied with all agreements contained herein to be performed by such Selling Stockholder at or prior to the Second Delivery Date.

        (k)   (i) Neither the Company nor any of its subsidiaries shall have sustained, since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since such date, there shall not have been any change in the stockholders' equity or long-term debt of the Company or any of its subsidiaries or any change, or any development

14

involving a prospective change, in or affecting the stockholders' equity, financial condition, results of operations or business of the Company and its subsidiaries, taken as a whole, the effect of which, in any such case described in this paragraph, is, in the judgment of Lehman Brothers Inc. and J.P. Morgan Securities Inc., so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Stock being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

        (l)    Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company's or the Principal Subsidiary's and WS Financing Corp.'s debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's or Principal Subsidiary's and WS Financing Corp.'s debt securities.

        (m)  Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) a banking moratorium shall have been declared by Federal or state authorities; (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States; or (iv) there shall have occurred a material adverse change in general economic, political or financial conditions, including without limitation as a result of terrorist activities after the date hereof, (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of Lehman Brothers Inc. and J.P. Morgan Securities Inc., impracticable or inadvisable to proceed with the public offering or delivery of the Stock being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

        (n)   The New York Stock Exchange, Inc. shall have approved the Stock for listing, subject only to official notice of issuance.

        (o)   The Company shall have entered into the Credit Agreement and the other loan documents on substantially the same terms described in the Prospectus, and the Representatives shall have received counterparts, conformed as executed, thereof, and the Company shall have borrowed such amounts thereunder as contemplated in the Prospectus.

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        (p)   The Underwriters shall have received executed lock-up letter agreements substantially in the form of Exhibit G hereto from each of the Selling Stockholders and each of the directors and officers of the Company who hold shares of Common Stock.

        (q)   The Underwriters shall not have discovered and disclosed to the Company on or prior to such Delivery Date that the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact that, in the reasonable opinion of Latham & Watkins LLP, is material or omits to state a fact that, in the reasonable opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

        All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

        SECTION 11. Indemnification and Contribution.

        (a)   The Company and the Principal Subsidiary hereby agree, jointly and severally, to indemnify and hold harmless each Underwriter, its officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto or (B) in any materials or information provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Stock ("Marketing Materials"), including any "roadshow" or investor presentations made to investors by the Company (whether in person or electronically); (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or in any Marketing Materials any material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Stock or the offering contemplated hereby, and that is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the Principal Subsidiary shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct; and provided, further, that the indemnity in this Section 8(a) shall not inure to the benefit of any Underwriter who failed to deliver the Prospectus, as then amended or supplemented (so long as the Prospectus and any amendment or supplement thereto was provided by the Company to such Underwriter in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Delivery Date), to the person asserting any losses, claims, damages, liabilities or judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured in the Prospectus, as so amended or supplemented, and provided that the Company must sustain the burden of proving that such Underwriter sold shares of Stock to the person alleging such loss, claim, damage, liabilities or expenses without sending or giving, at or prior to written confirmation of such sale, a copy of the Prospectus), and shall reimburse each Underwriter and each such officer, employee or controlling person promptly upon demand for any

16

legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Principal Subsidiary shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which information consists solely of the information specified in Section 11(f). The foregoing indemnity agreement is in addition to any liability that the Company may otherwise have to any Underwriter or to any officer, employee or controlling person of that Underwriter.

        The Company and the Principal Subsidiary hereby agree, jointly and severally, to indemnify and hold harmless Lehman Brothers Inc. (including its officers and employees) and each person, if any, who controls Lehman Brothers Inc. within the meaning of the Securities Act (the "Lehman Brothers Entities"), from and against any loss, claim, damage or liability or any action in respect thereof to which any of the Lehman Brothers Entities may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) the failure of a Directed Share Participant to pay for and accept delivery of the Directed Shares sold pursuant to the Directed Share Program that, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase or (ii) the Directed Share Program; provided that Company shall not be responsible under this subparagraph (ii) for any loss, claim, damage, liability or action that is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Lehman Brothers Entities. The Company shall reimburse the Lehman Brothers Entities promptly upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred.

        (b)   The Selling Stockholders hereby agree, severally and not jointly, to indemnify and hold harmless each Underwriter, its officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement thereto, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 11(f); provided further, that the liability under this Section 11(b) and Section 11(e)

17

of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts to such Selling Stockholder from the sale of the Option Stock sold by such Selling Stockholder hereunder. The indemnity provided for in this Section 11(b) and the contribution obligations provided for in Section 11(e) shall apply only to the extent that any statements in or omissions from the Registration Statement, Prospectus or any amendment or supplement thereto are based on written information furnished to the Company by the applicable Selling Stockholder specifically for use therein. The foregoing indemnity agreement is in addition to any liability that the Selling Stockholder may otherwise have to any Underwriter or to any affiliate, director, officer, employee or controlling person of that Underwriter.

        (c)   Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and the Selling Stockholders, each of the Company's and the Selling Stockholders' officers and directors, and each person, if any, who controls the Company and the Selling Stockholders within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, the Selling Stockholders or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto; or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for inclusion therein, and shall reimburse the Company, the Selling Stockholders and any such director, officer or controlling person for any legal or other expenses reasonably incurred by the Company, the Selling Stockholders or any such affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company, the Selling Stockholders or any such director, officer or controlling person.

        (d)   Promptly after receipt by an indemnified party under this Section 11 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 11, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 11 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 11. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 11 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Representatives shall have the right to employ counsel to represent jointly the Representatives and those other Underwriters and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company, the Principal Subsidiary and the

18

Selling Stockholders under this Section 11 if, in the reasonable judgment of the Representatives, it is advisable for the Representatives and those Underwriters, officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding anything contained herein to the contrary, if indemnification is sought pursuant to the second paragraph of Section 11(a) in respect of such a claim or action referred to in the second paragraph of Section 11(a), then in addition to such separate counsel for the indemnified parties, the indemnifying party shall be liable for the fees and expenses of not more than on separate firm (in addition to any local counsel) for the Lehman Brothers Entities for the defense of any loss, claim, damage, liability or action arising out of a Directed Share Participant or the Directed Share Program. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

        (e)   If the indemnification provided for in this Section 11 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 11(a), 11(b) or 11(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, the Principal Subsidiary and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the Stock or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Principal Subsidiary and the Selling Stockholders on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Principal Subsidiary and the Selling Stockholders on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Stock purchased under this Agreement (before deducting expenses) received by the Company and the Selling Stockholders, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the shares of the Stock purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the shares of the Stock under this Agreement, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Principal Subsidiary, the Selling Stockholders or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. For purposes of the preceding two sentences, the net proceeds deemed to be received by the Company shall be deemed to be also for the benefit of the Principal Subsidiary and information supplied by the Company shall also be deemed to have been supplied by the Principal Subsidiary. The Company, the Principal Subsidiary, the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section were to be determined by pro rata allocation (even if the

19

Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 11 shall be deemed to include, for purposes of this Section 11(e), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 11(e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commission received by such Underwriter with respect to the offering of the Stock exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute as provided in this Section 11(e) are several in proportion to their respective underwriting obligations and not joint.

        (f)    The Underwriters severally confirm and the Company and the Selling Stockholders acknowledge that the statements with respect to the public offering of the Stock by the Underwriters set forth on the cover page of, the legend concerning over-allotments on the inside front cover page of and the concession and reallowance figures appearing under the caption "Underwriting" and the paragraph appearing under the title "Discretionary Shares" under the caption "Underwriting" in, the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement and the Prospectus.

        SECTION 12. Defaulting Underwriters.

        If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Stock which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of shares of the Firm Stock set opposite the name of each remaining non-defaulting Underwriter in Schedule 1 hereto bears to the total number of shares of the Firm Stock set opposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Stock on such Delivery Date if the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total number of shares of the Stock to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares of the Stock which it agreed to purchase on such Delivery Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives and the Company who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them and the Company, all the shares of Stock to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives and the Company do not elect to purchase the shares of Stock that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date within 36 hours after such default., this Agreement (or, with respect to the Second Delivery Date, the obligation of the underwriters to purchase, and of the Selling Stockholders to sell, the Option Stock) shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders, except that the Company and the Selling Stockholders will continue to be liable for the payment of expenses to the extent set forth in Sections 9 and 14 hereof. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who,

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pursuant to this Section 12, purchases Stock which a defaulting Underwriter agreed but failed to purchase.

        Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company and the Selling Stockholders for damages caused by its default. If other underwriters are obligated or agree to purchase the Stock of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

        SECTION 13. Termination. The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 10(k), 10(l) or 10(m), shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement.

        SECTION 14. Reimbursement of Underwriters' Expenses. If the Company or the Selling Stockholders shall fail to tender the Stock for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform any agreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company or the Selling Stockholders are not fulfilled, the Company will reimburse the Underwriters (other than any defaulting Underwriter pursuant to Section 12) for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 12 by reason of the default of one or more Underwriters, neither the Company nor the Selling Stockholders shall be obligated to reimburse any defaulting Underwriter on account of those expenses.

        SECTION 15. Notices, Etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

        (a)   if to any Underwriter, shall be delivered or sent by hand delivery, mail, telex, overnight courier or facsimile transmission to Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Department (Fax: (212) 526-6328), with a copy to Latham & Watkins LLP, 885 Third Avenue, Suite 1000, New York, New York 10022, Attention: Gary Kashar, Esq. (Fax: (212) 751-4864), and with a copy, in the case of any notice pursuant to Section 11(d) hereof, to the Director of Litigation, Office of the General Counsel, Lehman Brothers Inc., 399 Park Avenue, New York, New York 10022;

        (b)   if to the Company, shall be delivered or sent by mail, telex, overnight courier or facsimile transmission to Worldspan Technologies Inc., 300 Galleria Parkway, N.W., Atlanta, Georgia 30339, Attention: Jeffrey C. Smith, Esq. (Fax: (770) 563-7878), with a copy to Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania 19103, Attention: Geraldine Sinatra, Esq. (Fax: (215) 994-2222);

        (c)   if to Citigroup Venture Capital Equity Partners, L.P., CVC/SSB Employee Fund, L.P. or CVC Executive Fund LLC, shall be delivered or sent by mail, telex, overnight courier or facsimile transmission to            , Attention:             (Fax:            ), with a copy to Dechert LLP, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania 19103, Attention: Geraldine Sinatra, Esq. (Fax: (215) 994-2222); and

        (d)   if to Ontario Teachers' Pension Plan Board, shall be delivered or sent by mail, telex, overnight courier or facsimile transmission to            , Attention:             (Fax:            ), with copies to

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Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, Attention:            (Fax:    ) and Torys LLP, Attention:            (Fax:            );

        (e)   any such statements, requests, notices or agreements shall be in writing and shall be deemed to have been duly given (i) when personally delivered, if delivered by hand; (ii) when faxed during normal business hours (with confirmation of transmission have been received), if faxed, (iii) two business days after being deposited in the mail (postage prepaid), if mailed and (iv) on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. The Company and the Selling Stockholders shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Lehman Brothers Inc. on behalf of the Representatives and the Company and the Underwriters shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Selling Stockholders by the Custodian.

        SECTION 16. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Selling Stockholders, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Company and the Selling Stockholders contained in this Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (B) the indemnity agreement of the Underwriters contained in Section 11(c) of this Agreement shall be deemed to be for the benefit of directors of the Company, officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

        SECTION 17. Survival. The respective indemnities, representations, warranties and agreements of the Company, the Selling Stockholders and the Underwriters contained in this Agreement or made by or on behalf on them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Stock and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

        SECTION 18. Definition of the Terms "Business Day" and "Subsidiary." For purposes of this Agreement, (a) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.

        SECTION 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        SECTION 20. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

        SECTION 21. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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        If the foregoing correctly sets forth the agreement among the Company, the Principal Subsidiary, the Selling Stockholders and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,

WORLDSPAN TECHNOLOGIES INC.

By:

Name:

Title:

WORLDSPAN, L.P.

By:

Name:

Title:

CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P.
By:	CVC PARTNERS LLC, as general partner
By:	CITIGROUP VENTURE CAPITAL GP HOLDINGS, LTD., as managing member
By:
Name:
Title:	Attorney-in-Fact
CVC/SSB EMPLOYEE FUND, L.P.
By:	CVC PARTNERS LLC, as general partner
By:	CITIGROUP VENTURE CAPITAL GP HOLDINGS, LTD., as managing member
By:
Name:
Title:	Attorney-in-Fact
CVC EXECUTIVE FUND LLC
By:	CITIGROUP VENTURE CAPITAL GP HOLDINGS, LTD., as managing member
By:
Name:
Title:	Attorney-in-Fact
ONTARIO TEACHERS' PENSION PLAN BOARD
By:
Name:
Title:	Attorney-in-Fact

Accepted:

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
UBS SECURITIES LLC
CIBC WORLD MARKETS CORP.
RBC CAPITAL MARKETS CORPORATION

For themselves and as Representatives
of the several Underwriters named
in Schedule 1 hereto

By:	LEHMAN BROTHERS INC., as Authorized Representative
By:
Name:
Title:

Schedule 1

Underwriters	Number of Shares of Firm Stock to be Purchased
Lehman Brothers Inc.
J.P. Morgan Securities Inc.
Goldman, Sachs & Co.
UBS Securities LLC
CIBC World Markets Corp.
RBC Capital Markets Corporation
Total	32,250,000

Selling Stockholders	Number of Shares of Option Stock to be Sold(1)
Citigroup Venture Capital Equity Partners, L.P.
CVC/SSB Employee Fund, L.P.
CVC Executive Fund LLC
Ontario Teachers' Pension Plan Board
Ian Highet
David Thomas
BG Partners L.P.
Silvestri 2002 Trust
Rakesh Gangwal
M. Gregory O'Hara
Total	4,837,500

(1)

Reflects the Company's approximately 1-for-2.80 reverse stock split, which will be effected prior to the First Delivery Date.

Exhibit A
Form of Power of Attorney

Exhibit B
Form of Custody Agreement

Exhibit C
Form of Dechert LLP opinion, counsel for the Company

Exhibit D
Form of Dechert LLP opinion, counsel for Citigroup Venture Capital Partners, L.P.,
CVC/SSB Employee Fund, L.P. and CVC Executive Fund LLP

Exhibit E
Form of Debevoise & Plimpton LLP opinion,
counsel for Ontario Teachers' Pension Plan Board

Exhibit F
Form of Torys LLP opinion,
Canadian counsel for Ontario Teachers' Pension Plan Board

Exhibit G

Form of Lock-Up Letter Agreement

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
GOLDMAN, SACHS & CO.
UBS SECURITIES LLC
CIBC WORLD MARKETS CORP.
RBC CAPITAL MARKETS CORPORATION
As Representatives of the several Underwriters
named in Schedule 1 of the Underwriting Agreement
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

        The undersigned understands that you and certain other firms propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the purchase by you and such other firms (collectively, the "Underwriters") of shares (the "Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Worldspan Technologies Inc., a Delaware corporation (the "Company"), and that the Underwriters propose to reoffer the Shares to the public (the "Offering").

        In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Lehman Brothers Inc. and J.P. Morgan Securities Inc., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Shares) owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, for a period of 180 days after the date of the final prospectus relating to the Offering. The foregoing sentence shall not apply to (a) shares of Common Stock or securities convertible into or exchangeable for Common Stock to be sold in the Offering, (b) bona fide gifts, sales or other dispositions of shares of any class of the Company's capital stock, in each case that are made exclusively between and among the undersigned or members of the undersigned's family for estate planning purposes (including family trusts, family corporations, family limited liability companies or family partnerships), or affiliates (as defined in Rule 144(a)(i) of the Securities Act of 1933, as amended) of the undersigned (including, but not limited to, its subsidiaries (if a corporation), its partners (if a partnership) or members (if a limited liability company)); provided, that it shall be a condition to any transfer made pursuant to clause (b) above that (i) the transferee agrees to be bound by the terms of this Lock-Up Letter Agreement to the same extent as if the transferee were a party hereto, and (ii) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 4 made after the expiration of the 180-day period referred to above).

        In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

        It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, or if the Offering shall not have occurred prior to October 31, 2004, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

        The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

        Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any offering will only be made pursuant to an underwriting agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,

By:

Name:

Title:

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Exhibit 1.1

WORLDSPAN TECHNOLOGIES INC. Common Stock UNDERWRITING AGREEMENT
Form of Lock-Up Letter Agreement

EX-2.2

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Exhibit 2.2

FORM OF
AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION

        Agreement and Plan of Merger and Recapitalization (the "Plan of Merger"), dated as of                , 2004, by and between Worldspan Technologies Merger Company, a Delaware corporation ("WTMC "), and Worldspan Technologies Inc., a Delaware corporation ("WTI " and, after the Effective Time, as defined below, the "Surviving Corporation").

        The parties hereby prescribe the terms and conditions of merger and the mode of carrying the same into effect as follows:

        1.     Merger of WTMC with and into WTI.    At the Effective Time (as such term is defined in Section 7 hereof), WTMC will merge with and into WTI (the "Merger"), and the separate existence of WTMC will cease. WTI will be the Surviving Corporation. As a result of the Merger, all of the assets of WTMC shall be transferred and distributed to WTI, and WTI shall assume all of the liabilities and obligations of WTMC. The Merger is being consummated for the purpose of recapitalizing the outstanding stock of WTI.

        2.     Approval of Merger. The Plan of Merger has been authorized and approved by the Boards of Directors and stockholders of each of WTI and WTMC in accordance with the laws of the State of Delaware by Written Consents thereof dated                , 2004.

        3.     Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be the Amended and Restated Certificate of Incorporation of WTI as attached hereto as Exhibit A, until thereafter amended as provided therein and by applicable law.

        4.     Directors and Officers. At the Effective Time, the directors and officers of the Surviving Corporation shall be the directors and officers of WTI.

        5.     Bylaws. At the Effective Time, the Bylaws of the Surviving Corporation shall be the Amended and Restated Bylaws of WTI, until thereafter amended as provided therein and by law.

        6.     Shares. At the Effective Time, by virtue of the Merger and without any action on the part of WTI, WTMC or their respective stockholders;

        (i)    each then issued and outstanding share of the capital stock and each share held in the treasury of WTMC shall be cancelled and extinguished, without any conversion thereof, and no shares or other securities or obligations of WTMC or any other entity shall be issued in consideration for the cancellation of the shares of WTMC;

        (ii)   each then authorized, issued and outstanding share, and each share held in the treasury, of Common Stock, par value $0.01 per share, of WTI shall be converted into one (1) share of Common Stock, par value $0.01 per share, in the Surviving Corporation;

        (iii)  each then authorized, issued and outstanding share of Class B Common Stock, par value $0.01 per share, of WTI shall be converted into (a) one (1) share of Common Stock, par value $0.01 per share, in the Surviving Corporation and (b) the right to receive a cash payment of $0.8958366 in accordance with the terms of Section 9 below;

        (iv)  each then issued and outstanding share, and each share held in treasury, of Class C Common Stock, par value $0.01 per share, of WTI shall be cancelled and extinguished, without any conversion thereof, and no shares or other securities or obligations of WTI or any other entity shall be issued in consideration for the cancellation thereof;

        (v)   each then issued and outstanding share of Series A Preferred Stock, par value $0.01 per share, of WTI shall be converted into [(i) [    ] shares¹ of Common Stock, par value $0.01 per share, in the Surviving Corporation and (ii)] the right to receive a cash payment in the amount of $[    ]¹ per share; and

        (vi)  each share of Series A Preferred Stock, par value $0.01 per share, of WTI held in treasury shall be cancelled and extinguished, without any conversion thereof, and no shares or other securities or obligations of WTI or any other entity shall be issued in consideration of the cancellation thereof.

        7.     Filing, Effective Time. If this Plan of Merger has not been terminated pursuant to Section 8 hereof; (i) the appropriate Certificate of Ownership and Merger (the "Certificate") shall be filed by the parties hereto under Delaware law; and (ii) this Plan of Merger shall become effective upon filing of such Certificate with the Offices of the Secretary of State of the State of Delaware, and such time is referred to herein as the "Effective Time." It is understood that the parties hereto intend that the Effective Time shall occur immediately prior to the consummation of the Initial Public Offering (the "IPO ").

        8.     Termination. This Plan of Merger may be terminated and the Merger abandoned by the Boards of Directors of either of WTMC or WTI at any time prior to the Effective Time.

        9.     Payment of Cash for Class B Common Stock. Any cash payments to be made pursuant to Section 6(iii)(b) hereof shall be made by the Surviving Corporation within 90 days after the Effective Time.

        10.   Tax Treatment. For federal income tax purposes, the Merger is intended to be treated as a "recapitalization" of WTI within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), and this Plan of Merger is intended to be a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this duly approved Agreement and Plan of Merger to be executed by their respective authorized officers as of the    day of            , 2004.

Worldspan Technologies Merger Company

Jeffrey C. Smith
President and Secretary

Worldspan Technologies Inc.

Jeffrey C. Smith
General Counsel, Secretary and Senior Vice President—Human Resources

1

Each share of Series A Preferred Stock will be valued at its liquidation preference for purposes of determining the amount per share to be received in the merger. The allocation between cash and common stock will be determined by the Pricing Committee of the Board of Directors established in connection with the IPO with each share of Common Stock valued at the price per share of the Common Stock to the public in the IPO less underwriting discounts and commissions.

3

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Exhibit 2.2

FORM OF AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION

EX-3.1

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Exhibit 3.1

FORM OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WORLDSPAN TECHNOLOGIES INC.

        1.Name.    The name of the Corporation is Worldspan Technologies Inc.

        2.Registered Office and Agent.    The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company.

        3.Purpose.    The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended ("DGCL") and to possess and exercise all of the powers and privileges granted by such law and any other law of Delaware.

        4.Authorized Capital.    The aggregate number of shares of stock which the Corporation shall have authority to issue is 100,050,000 shares, divided into two (2) classes consisting of 50,000 shares of Preferred Stock ("Preferred Stock") and 100,000,000 shares of Common Stock, par value $.01 per share ("Common Stock").

        The following is a statement of the designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each such class.

        A.    PREFERRED STOCK

        Subject to Section 5, the Board of Directors is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of Preferred Stock and the number of shares constituting each such class or series to the extent permitted by the DGCL.

        B.    COMMON STOCK

        (a)Dividends.    Holders of Common Stock shall be entitled to receive ratably on a per share basis such dividends as may be declared by the Board of Directors.

        (b)Distribution of Assets.    In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders after all amounts to which the holders of Preferred Stock are entitled have been paid or set aside in cash for payment.

        (c)Voting Rights.    The holders of Common Stock shall have the general right to vote for all purposes, including the election of directors, as provided by law. Each holder of Common Stock shall be entitled to one vote for each share held. There shall be no cumulative voting.

        5.Rights Plan; Preferred Stock Rights.    

        A.    Without (i) the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock or (ii) (a) if Ontario Teachers' Pension Plan ("OTPP"), Citicorp Venture Capital Equity Partners, L.P. ("CVC") and their respective Affiliates (as defined below) Beneficially Own (as defined below) in the aggregate 20% or more of the outstanding Common Stock, the affirmative vote of a majority of the members of the board of directors which affirmative vote shall include the affirmative vote of any directors who at the time of such vote are employees, managing directors, officers, directors or partners of CVC and OTPP or their

respective affiliates or (b) if OTPP, CVC and their Affiliates Beneficially Own in the aggregate less than 20% of the outstanding Common Stock, the affirmative vote of a majority of the members of the board of directors, the Corporation shall not authorize or establish (x) any Rights Plan, (y) any class or series of Preferred Stock with rights to vote (other than rights to vote with respect to subsequent issuances of Preferred Stock, amendments to this Amended and Restated Certificate of Incorporation that adversely affect the relative rights and preferences of such class or series of Preferred Stock and as required by law) or (z) any class or series of Preferred Stock with rights to share in any distribution of assets of the Corporation other than a payment of a fixed amount per share and no more (which amount is not measured by reference to the distributions payable to the holders of common stock of the Corporation).

        B.Definitions.    

        (i)Rights Plan.    For purposes of this Amended and Restated Certificate of Incorporation, a "Rights Plan" shall mean any plan or arrangement of the sort commonly referred to as a "stockholder rights plan" or "shareholder rights plan" including, without limitation, any issuance of securities or other distribution to stockholders of the Corporation, whether or not pursuant to any plan, that includes conversion rights, exchange rights, warrants, options or any other rights of any kind, any of which would entitle the holders thereof to acquire, or provides for the holders thereof to receive, any securities of the Corporation either (i) at an exercise, option, conversion or exchange price that is less than the Fair Market Value (as defined below) of the underlying securities on the date of grant or (ii) at an exercise, option, conversion or exchange price that is determined by reference to the Fair Market Value of the underlying securities at the time of exercise and which either explicitly or implicitly by its terms would entitle the holders thereof to acquire, or provide for the holder thereof to receive, the underlying securities at a price other than the Fair Market Value of such securities on the date of grant.

        (ii)Fair Market Value.    For purposes of this paragraph, "Fair Market Value" means (a) as to any class of securities traded on a national securities exchange or quoted on a recognized over-the-counter market, or any class of securities convertible by its terms into such securities, the last closing price on such exchange or last sale price so reported, in each case as to such traded or reported class of securities on the date nearest preceding the date of determination of the Fair Market Value and (b) as to all other securities, the fair market value determined by the board of directors of the Corporation in the exercise of its good-faith and reasonable best judgment.

        (iii)Affiliate.    "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act.

        (iv)Beneficial Owner.    "Beneficial Owner" and "Beneficially Own" when used with respect to any securities shall mean a Person that, individually or with or through any of its Affiliates,

        a.     is the beneficial owner of such securities, within the meanings ascribed to the term beneficial owner in Rule 13d-3 and Rule 13d-5 under the Exchange Act;

        b.     has (1) the right to acquire such securities (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, provided, however, that a Person shall not be deemed the Beneficial Owner of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates until such tendered securities are accepted for purchase or exchange; or (2) the right to vote such securities pursuant to any

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agreement, arrangement or understanding, provided, however, that a Person shall not be deemed the Beneficial Owner of any securities because of such Person's right to vote such securities if the agreement, arrangement or understanding to vote such securities arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more Persons; or

        c.     has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in this definition), or disposing of such securities with any other Person that Beneficially Owns, or whose Affiliates Beneficially Own, directly or indirectly, such securities.

        (v)Beneficially Owned.    Securities that are "Beneficially Owned" by any Person shall mean all such securities of which such Person is the Beneficial Owner. The Corporation shall be permitted to conclusively rely upon its stock transfer ledger, public filings with regulatory agencies, such as Schedules 13D, or certificates of its stockholders in determining the Beneficial Ownership of any Person and its Affiliates.

        (vi)Exchange Act.    "Exchange Act" means the Securities Exchange Act of 1934, as in effect on the date that this Restated Certificate of Incorporation becomes effective. "Person" means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity.

        C.    This Section 5 of this Amended and Restated Certificate of Incorporation shall not be amended or repealed without the affirmative vote of the holders of at least 80% of the outstanding shares of Common Stock, except that after any transfer by OTPP, CVC or their respective Affiliates resulting in OTPP, CVC and their respective Affiliates being collectively the Beneficial Owner of less than 20% of the outstanding shares of Common Stock, then the affirmative vote of the holders of a majority of the shares of outstanding Common Stock shall be required to amend or repeal this section.

        6.Bylaws.    In furtherance and not in limitation of the powers conferred by law, the board of directors of the Corporation is authorized to adopt, amend or repeal the bylaws of the Corporation, except as otherwise specifically provided therein, subject to the powers of the stockholders of the Corporation to amend or repeal any bylaws adopted by the board of directors.

        7.Elections of Directors.    Elections of directors need not be by written ballot unless and except to the extent the bylaws of the Corporation shall so provide.

        8.Written Consent Authorized.    Any action required to be taken, or which may be taken, at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of shares of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided, however, that notice of the taking of corporate action by less than unanimous written consent shall be given to the stockholders who have not consented in writing in the manner provided by the DGCL.

        9.Business Combinations with Interested Stockholders.    The Corporation elects not to be governed by section 203 of the DGCL immediately upon filing of this Amended and Restated Certificate of Incorporation pursuant to DGCL section 203(b)(3).

        10.Right to Amend.    Except as otherwise provided herein or by applicable law, the Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated

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Certificate of Incorporation as the same may from time to time be in effect in the manner now or hereafter prescribed by law, and all rights, preferences and privileges conferred on stockholders, directors or others hereunder are subject to such reservation.

        11.Limitation on Liability.    The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the DGCL. Without limiting the generality of the foregoing, to the fullest extent permitted by the DGCL, as it exists on the date hereof or as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Section 11 or any adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Section 11 shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the Corporation existing at the time of such repeal, modification or adoption.

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Exhibit 3.1

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WORLDSPAN TECHNOLOGIES INC.

EX-3.2

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Exhibit 3.2

FORM OF

WORLDSPAN TECHNOLOGIES INC.

AMENDED AND RESTATED BY-LAWS

As Adopted on            , 2004

Table of Contents

Section			Page
Article I    STOCKHOLDERS			1
	Section 1.01.	Annual Meetings	1
	Section 1.02.	Special Meetings	1
	Section 1.03.	Notice of Meetings; Waiver	1
	Section 1.04.	Quorum	1
	Section 1.05.	Voting	1
	Section 1.06.	Voting by Ballot	2
	Section 1.07.	Adjournment	2
	Section 1.08.	Proxies	2
	Section 1.09.	Organization; Procedure	2
	Section 1.10.	Notice of Stockholder Business and Nomination	2
	Section 1.11.	Consent of Stockholders in Lieu of Meeting	4
Article II    BOARD OF DIRECTORS			5
	Section 2.01.	General Powers	5
	Section 2.02.	Number and Term of Office	5
	Section 2.03.	Election of Directors	5
	Section 2.04.	Annual and Regular Meetings	5
	Section 2.05.	Special Meetings; Notice	5
	Section 2.06.	Quorum; Voting	5
	Section 2.07.	Adjournment	6
	Section 2.08.	Action Without a Meeting	6
	Section 2.09.	Regulations; Manner of Acting	6
	Section 2.10.	Action by Telephonic Communications	6
	Section 2.11.	Resignations	7
	Section 2.12.	Removal of Directors	7
	Section 2.13.	Vacancies and Newly Created Directorships	7
	Section 2.14.	Compensation	7
	Section 2.15.	Reliance on Accounts and Reports, etc	7
Article III    EXECUTIVE COMMITTEE AND OTHER COMMITTEES			7
	Section 3.01.	How Constituted	7
	Section 3.02.	Powers	7

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	Section 3.03.	Proceedings	8
	Section 3.04.	Quorum and Manner of Acting	8
	Section 3.05.	Action by Telephonic Communications	8
	Section 3.06.	Resignations	8
	Section 3.07.	Removal	9
	Section 3.08.	Vacancies	9
Article IV    OFFICERS			9
	Section 4.01.	Number; Duties	9
	Section 4.02.	Election	9
	Section 4.03.	Salaries	9
	Section 4.04.	Removal and Resignation; Vacancies	9
	Section 4.05.	Security	9
Article V    CAPITAL STOCK			9
	Section 5.01.	Certificates of Stock, Uncertificated Shares	9
	Section 5.02.	Signatures; Facsimile	10
	Section 5.03.	Lost, Stolen or Destroyed Certificates	10
	Section 5.04.	Transfer of Stock	10
	Section 5.05.	Record Date	10
	Section 5.06.	Registered Stockholders	11
	Section 5.07.	Transfer Agent and Registrar	11
Article VI    INDEMNIFICATION			11
	Section 6.01.	Nature of Indemnity	11
	Section 6.02.	Successful Defense	12
	Section 6.03.	Determination That Indemnification Is Proper	12
	Section 6.04.	Advance Payment of Expenses	12
	Section 6.05.	Procedure for Indemnification of Directors and Officers	12
	Section 6.06.	Survival; Preservation of Other Rights	13
	Section 6.07.	Insurance	13
	Section 6.08.	Severability	13
Article VII    OFFICES			14
	Section 7.01.	Registered Office	14
	Section 7.02.	Other Offices	14
Article VIII    GENERAL PROVISIONS			14
	Section 8.01.	Dividends	14

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	Section 8.02.	Reserves	14
	Section 8.03.	Execution of Instruments	14
	Section 8.04.	Deposits	14
	Section 8.05.	Checks	14
	Section 8.06.	Sale, Transfer, etc. of Securities	14
	Section 8.07.	Voting as Stockholder	15
	Section 8.08.	Fiscal Year	15
	Section 8.09.	Seal	15
	Section 8.10.	Books and Records; Inspection	15
Article IX    AMENDMENT OF BY-LAWS			15
	Section 9.01.	Amendment	15
Article X    CONSTRUCTION			15
	Section 10.01.	Construction	15

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FORM OF

WORLDSPAN TECHNOLOGIES INC.

AMENDED AND RESTATED BY-LAWS

As adopted on            , 2004

ARTICLE I
STOCKHOLDERS

        Section 1.01.Annual Meetings.    The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies, and at such date and hour within the period from April 1 to May 31 of each year as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

        Section 1.02.Special Meetings.    Special meetings of the stockholders may be called at any time by the Chairman of the Board of Directors or pursuant to a resolution approved by the majority of the members of the Board of Directors. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, or, within the sole discretion of the Board of Directors, by remote electronic communication technologies, as shall be specified in the respective notices or waivers of notice thereof. Only business within the purpose or purposes described in the notice or waiver thereof required by these By-Laws may be conducted at a special meeting of the stockholders.

        Section 1.03.Notice of Meetings; Waiver.    Notice stating the place, date, hour and purpose of the annual or special meeting shall be given by the Secretary or any Assistant Secretary not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

        A written waiver of any notice of any annual or special meeting signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent to notice, whether provided before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

        Section 1.04.Quorum.    Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

        Section 1.05.Voting.    If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation or by these By-Laws, the vote of a majority of the shares

represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

        Section 1.06.Voting by Ballot.    No vote of the stockholders need be taken by written ballot, or by a ballot submitted by electronic transmission, unless otherwise required by law. Any vote which need not be taken by written ballot, or by a ballot submitted by electronic transmission, may be conducted in any manner approved by the meeting.

        Section 1.07.Adjournment.    Whenever a meeting of stockholders, annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 of these By-Laws, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

        Section 1.08.Proxies.    Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

        Section 1.09.Organization; Procedure.    At every meeting of stockholders the presiding officer shall be the Chairman of the Board of Directors or, in the event of his or her absence or disability, a presiding officer chosen by the Board of Directors. The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

        Section 1.10.Notice of Stockholder Business and Nomination.    

(a)

Annual Meetings of Stockholders.



(1)

Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) by or at the direction of the Board of Directors or the

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Chairman of the Board of Directors, or (ii) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (2) and (3) of this paragraph and who was a stockholder of record at the time such notice is delivered to the Secretary or any Assistant Secretary of the Corporation.

(2)

For nominations or other business to be properly brought before an annual meeting by a stockholder, pursuant to clause (ii) of paragraph (a)(1) of this Section 1.10, the stockholder must have given timely notice thereof in writing to the Secretary or any Assistant Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to the Secretary or any Assistant Secretary at the principal executive offices of the Corporation not less than ninety days nor more than one hundred and twenty days prior to the first anniversary of the preceding year's annual meeting; provided, that if the date of the annual meeting is advanced by more than thirty days or delayed by more than seventy days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty days prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a Director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-11 thereunder, in each case including any successor Rule or Regulation thereto, including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of any beneficial owner on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.



(3)

Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 1.10 to the contrary, in the event that the number of Directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice under this paragraph shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.



(b)

Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation's notice of meeting pursuant to Section 1.03 of these By-Laws shall be conducted at such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at

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which Directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such special meeting of stockholders if the stockholder's notice as required by paragraph (a)(2) of this Section 1.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred and twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above.

(c)

General.



(1)

Only persons who are nominated in accordance with the procedures set forth in this Section 1.10 shall be eligible to serve as Directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.10. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.10 and, if any proposed nomination or business is not in compliance with this Section 1.10, to declare that such defective proposal or nomination shall be disregarded.



(2)

For purposes of this Section 1.10, public announcement shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.



(3)

Notwithstanding the foregoing provisions of this Section 1.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.10. Nothing in this Section 1.10 shall be deemed to affect any right of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

        Section 1.11.Consent of Stockholders in Lieu of Meeting.    Any action required to be taken, or which may be taken, at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of shares of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted.

        Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

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ARTICLE II
BOARD OF DIRECTORS

        Section 2.01.General Powers.    Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.

        Section 2.02.Number and Term of Office.    The number of Directors constituting the entire Board of Directors, each of whom shall be a natural person, shall be not less than five or more than fifteen, the exact number to be fixed exclusively by the Board of Directors pursuant to a resolution of the Board of Directors. Each Director (whenever elected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

        Section 2.03.Election of Directors.    Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.

        Section 2.04.Annual and Regular Meetings.    The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, radio or cable, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her usual place of business, or shall be delivered to him or her personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

        Section 2.05.Special Meetings; Notice.    Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board of Directors at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Notice of each special meeting must be given at least seventy-two (72) hours in advance of a meeting to take place in person and at least forty-eight (48) hours in advance of a meeting to take place telephonically. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.

        Section 2.06.Quorum; Voting.    At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

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        Section 2.07.Adjournment.    A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 of these By-Laws shall be given to each Director.

        Section 2.08.Action Without a Meeting.    Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

        Section 2.09.Regulations; Manner of Acting.    To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

        Section 2.10.Action by Telephonic Communications.    Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

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        Section 2.11.Resignations.    Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such Director, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

        Section 2.12.Removal of Directors.    Any Director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such Director. Any vacancy in the Board of Directors caused by any such removal may be filled in the manner provided in Section 2.13 of these By-Laws.

        Section 2.13.Vacancies and Newly Created Directorships.    If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies and newly created directorships may be filled by a majority of the Directors then in office, although less than a quorum. A Director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.

        Section 2.14.Compensation.    The amount, if any, which each Director shall be entitled to receive as compensation for his or her services as such shall be fixed from time to time by resolution of the Board of Directors.

        Section 2.15.Reliance on Accounts and Reports, etc.    A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

        Section 3.01.How Constituted.    The Board of Directors may designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal.

        Section 3.02.Powers.    During the intervals between the meetings of the Board of Directors, the Executive Committee, except as otherwise provided in this section shall have and may exercise all the powers and authority of the Board of Directors in the management of the property, affairs and business of the Corporation, including the power to declare dividends and to authorize the issuance of stock. Each such other Committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of

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Directors. Neither the Executive Committee nor any such other Committee shall have the power or authority:

        (a)   to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the Delaware General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

        (b)   to adopt an agreement of merger or consolidation;

        (c)   to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets;

        (d)   to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

        (e)   to amend the By-Laws of the Corporation; or

        (f)    to abolish or usurp the authority of the Board of Directors.

        The Executive Committee shall have, and any such other Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

        Section 3.03.Proceedings.    In accordance with the terms of its charter, each such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceedings.

        Section 3.04.Quorum and Manner of Acting.    Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members (or alternate members) constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

        Section 3.05.Action by Telephonic Communications.    Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

        Section 3.06.Resignations.    Any member (and any alternate member) of any Committee may resign at any time by delivering a written notice of resignation, signed by such member, to the

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Chairman of the Board of Directors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.

        Section 3.07.Removal.    Any member (and any alternate member) of any Committee may be removed from his or her position as a member (or alternate member, as the case may be) of such Committee at any time, either for or without cause, by resolution adopted by a majority of the whole Board of Directors.

        Section 3.08.Vacancies.    If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

        Section 4.01.Number; Duties.    The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other additional officers with such titles as the Board of Directors shall determine. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. Any number of offices may be held by the same person. No officer need be a Director of the Corporation.

        Section 4.02.Election.    Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

        Section 4.03.Salaries.    The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors, unless otherwise delegated by the Board of Directors to a particular committee or officer.

        Section 4.04.Removal and Resignation; Vacancies.    Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board of Directors or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

        Section 4.05.Security.    The Board of Directors may require any officer, agent or employee of the Corporation to provide security for the faithful performance of his or her duties, in such amount and of such character as may be determined from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

        Section 5.01.Certificates of Stock, Uncertificated Shares.    The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until each certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation, by the President or a Vice President, and by the Treasurer or an

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Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws.

        Section 5.02.Signatures; Facsimile.    All signatures on the certificate referred to in Section 5.01 of these By-Laws may be in facsimile, engraved or printed form, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or printed signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

        Section 5.03.Lost, Stolen or Destroyed Certificates.    The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of Directors of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

        Section 5.04.Transfer of Stock.    Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these By-Laws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

        Section 5.05.Record Date.    In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to

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consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

        In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

        Section 5.06.Registered Stockholders.    Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

        Section 5.07.Transfer Agent and Registrar.    The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

        Section 6.01.Nature of Indemnity.    The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought

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shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the Corporation shall not be obligated to indemnify a director or officer of the Corporation in respect of a Proceeding (or part thereof) instituted by such director or officer, unless such Proceeding (or part thereof) has been authorized by the Board of Directors.

        The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

        Section 6.02.Successful Defense.    To the extent that a present or former director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6.01 of these By-Laws or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

        Section 6.03.Determination That Indemnification Is Proper.    Any indemnification of a present or former director or officer of the Corporation under Section 6.01 of these By-Laws (unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws. Any indemnification of a present or former employee or agent of the Corporation under Section 6.01 of these By-Laws (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws. Any such determination shall be made, with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

        Section 6.04.Advance Payment of Expenses.    Expenses (including attorneys' fees) incurred by a present director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. The Corporation, or in respect of a present director or officer the Board of Directors, may authorize the Corporation's counsel to represent such present or former director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

        Section 6.05.Procedure for Indemnification of Directors and Officers.    Any indemnification of a director, officer, employee or agent of the Corporation under Sections 6.01 and 6.02 of these By-Laws, or advance of costs, charges and expenses to such person under Section 6.04 of these By-Laws, shall be made promptly, and in any event within thirty days, upon the written request of such person. If a determination by the Corporation that such person is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within sixty days to a written request for

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indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty days, the right to indemnification or advances as granted by this Article shall be enforceable by such person in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by or tendered to the Corporation) that the claimant has not met the standard of conduct set forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

        Section 6.06.Survival; Preservation of Other Rights.    The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a "contract right" may not be modified retroactively without the consent of such director, officer, employee or agent.

        The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

        Section 6.07.Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or on his or her behalf and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the entire Board of Directors.

        Section 6.08.Severability.    If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

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ARTICLE VII

OFFICES

        Section 7.01.Registered Office.    The registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

        Section 7.02.Other Offices.    The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

        Section 8.01.Dividends.    Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation's Capital Stock.

        A member of the Board of Directors, or a member of any Committee designated by the Board of Directors shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

        Section 8.02.Reserves.    There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve.

        Section 8.03.Execution of Instruments.    The President, any Vice President, the Secretary or the Treasurer may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the President may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

        Section 8.04.Deposits.    Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors or the President, or by such officers or agents as may be authorized by the Board of Directors or the President to make such determination.

        Section 8.05.Checks.    All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or the President from time to time may determine.

        Section 8.06.Sale, Transfer, etc. of Securities.    To the extent authorized by the Board of Directors or by the President, any Vice President, the Secretary or the Treasurer or any other officers

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designated by the Board of Directors or the President may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment.

        Section 8.07.Voting as Stockholder.    Unless otherwise determined by resolution of the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

        Section 8.08.Fiscal Year.    The fiscal year of the Corporation shall be fixed by the Board of Directors.

        Section 8.09.Seal.    The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words "Corporate Seal" and "Delaware". The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

        Section 8.10.Books and Records; Inspection.    Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

        Section 9.01.Amendment.    These By-Laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting of the stockholders or, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting; provided, however, that, notwithstanding any other provisions of these By-Laws or any provision of law which might otherwise permit a lesser vote of the stockholders, the affirmative vote of the holders of at least 66²/3% in voting power of all shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required in order for the stockholders to alter, amend or repeal Sections 1.02, 1.10, 2.02, 2.14 or this proviso to this Section 9.01 of these By-Laws or to adopt any provision inconsistent with any of such Sections or with this proviso.

ARTICLE X

CONSTRUCTION

        Section 10.01.Construction.    In the event of any conflict between the provisions of these By-Laws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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Exhibit 3.2

Table of Contents
ARTICLE III EXECUTIVE COMMITTEE AND OTHER COMMITTEES
ARTICLE IV OFFICERS
ARTICLE V CAPITAL STOCK
ARTICLE VI INDEMNIFICATION
ARTICLE VII OFFICES
ARTICLE VIII GENERAL PROVISIONS
ARTICLE IX AMENDMENT OF BY-LAWS
ARTICLE X CONSTRUCTION

EX-5.1

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Exhibit 5.1

FORM OF OPINION OF DECHERT LLP

[Letterhead of Dechert LLP]

June    , 2004

Worldspan Technologies Inc.
300 Galleria Parkway, N.W.
Atlanta, GA 30339

Re:

37,087,500 shares of Common Stock, as described in the
Registration Statement on Form S-1
(Registration No. 333-114043)

Ladies and Gentlemen:

        We have acted as counsel to Worldspan Technologies Inc., a Delaware corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of 32,250,000 shares (the "Shares") of Common Stock, par value $.01 per share, of the Company (the "Common Stock"), and 4,837,500 shares (the "Optional Shares") of Common Stock. Certain stockholders of the Company (collectively, the "Selling Stockholders") have granted the underwriters an option to purchase the Optional Shares solely to cover over-allotments, if any, in connection with the offering that is the subject of the registration statement referred to above (the "Registration Statement"). The Shares and the Optional Shares (collectively, the "Securities") will be sold pursuant to an underwriting agreement (the "Underwriting Agreement") among the Company, the Selling Stockholders and Lehman Brothers Inc., J.P. Morgan Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, CIBC World Markets Corp., and RBC Capital Markets Corp. as representatives of the several underwriters (the "Underwriters"), the form of which is included as Exhibit 1.1 to the Registration Statement.

        We have participated in the preparation of the Registration Statement and have made such legal and factual examination and inquiry as we have deemed advisable for the rendering of this opinion. In making our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to all authentic original documents of all documents submitted to us as copies.

        Based upon and subject to the foregoing, we are of the opinion that, when the price at which the Securities to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been duly issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Securities will be validly issued, fully paid and non-assessable.

        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 admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations promulgated by the Securities and Exchange Commission.

Very truly yours,

Dechert LLP

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Exhibit 5.1

EX-10.81

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Exhibit 10.81

FORM OF

WORLDSPAN TECHNOLOGIES INC.

2004 STOCK-BASED INCENTIVE COMPENSATION PLAN

Adopted:

WORLDSPAN TECHNOLOGIES INC.

2004 STOCK-BASED INCENTIVE COMPENSATION PLAN

1.     Purpose of the Plan

        The purpose of this Plan is to provide an effective method of compensating employees and non-employee directors of the Company, to align the interests of such individuals with the interests of the Company's shareholders and, accordingly, provide financial rewards which will allow the Company to (i) attract and retain employees and non-employee directors of outstanding ability, (ii) strengthen the Company's capability to develop and maintain a highly skilled and motivated management team and Board of Directors, (iii) provide an effective means for selected employees and non-employee directors to acquire and maintain ownership of Common Stock, (iv) motivate selected employees to achieve long-range performance goals and objects, and (v) provide incentive compensation opportunities competitive with those of other corporations.

2.     Definitions

        2.1.  "Award" means a grant of Performance Shares, Performance Units, Restricted Stock, Options, SARs or Phantom Stock under the Plan.

        2.2.  "Board" means the Board of Directors of the Company.

        2.3.  "Cause" means: "cause" as defined in any applicable employment or similar agreement between the Company and the Participant, or in any published Company policy applicable to the Participant and in effect at the time of the Participant's termination of employment, or if there are none of the foregoing applicable, "Cause" means: (i) the Participant's willful misconduct or gross negligence in connection with the performance of the Participant's duties for the Company; (ii) the Participant's conviction of, or a plea of nolo contendre to, a felony or a crime involving fraud or moral turpitude; (iii) the Participant's engaging in any business that directly or indirectly competes with the Company; or (iv) disclosure of trade secrets, customer lists or confidential information of the Company to a competitor or unauthorized person.

        2.4.  "Change in Control" means any of the following events:

        (a)   a "person" (as such term in used in Sections 13(d) and 14(d) of the 1934 Act, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13D-3 under the 1934 Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities; or

        (b)   during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 2.5(a), Section 2.5(c) or Section 2.5(d) hereof) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period of whose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof; or

        (c)   the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent

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(75%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

        (d)   the stockholders of the Company approve a plan of complete liquidation of the Company or the Company sells or otherwise disposes of all or substantially all of the Company's assets.

        2.5.  "Code" means the Internal Revenue Code of 1986, as amended.

        2.6.  "Common Stock" means the common stock of the Company, par value $0.01 per share, or such other class or kind of shares or other securities resulting from the application of Section 12.

        2.7.  "Committee" means the Human Resources Committee or other committee designated by the Board to administer the Plan under Section 4. The Committee shall have at least two members, each of whom shall be a Non-Employee Director and an Outside Director.

        2.8.  "Company" means Worldspan Technologies Inc., a Delaware corporation, or any successor corporation.

        2.9.  "Disability" means a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Code.

        2.10. "Employee" means an individual, including an officer or director, who is employed by the Company.

        2.11. "Fair Market Value" means, on any given date, the closing price of a share of Common Stock on the principal national securities exchange on which the Common Stock is listed on the day immediately prior to a given date or, if Common Stock was not traded on such date, on the last preceding day on which the Common Stock was traded.

        2.12. "Holder" means a Participant to whom an Award is made.

        2.13. "Incentive Stock Option" means an Option intended to meet the requirements of an incentive stock option as defined in section 422 of the Code and designated as an Incentive Stock Option.

        2.14. "1934 Act" means the Securities Exchange Act of 1934, as amended.

        2.15. "Non-Employee Director" means a member of the Board who meets the definition of a "non-employee director" under Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the 1934 Act.

        2.16. "Non-Qualified Option" means an Option not intended to be an Incentive Stock Option, and designated as a Non-Qualified Option.

        2.17. "Option" means any stock option granted from time to time under Section 9 of the Plan.

        2.18. "Outside Director" means a member of the Board who meets the definition of an "outside director" under Treasury Regulation § 1.162-27(e)(3).

        2.19. "Participant" means an Employee or Non-Employee Director selected by the Committee to receive an Award under the Plan.

        2.20. "Performance Period" means the period during which the receipt of a Performance Share under Section 6 of the Plan or a Performance Unit under Section 7 of the Plan will be deferred.

        2.21. "Performance Shares" means Common Stock awarded by the Committee under Section 6 of the Plan, the delivery of which is subject to a Performance Period.

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        2.22. "Performance Unit" means an award by the Committee under Section 7 of the Plan of book entry units, each representing the right to acquire one share of Common Stock or if the Committee so determines, an amount in cash, equal to the Fair Market Value (at the time of such payment) of a number of shares of Common Stock equal to the number of units recorded in book entry form (or such greater or lesser number of shares of Common Stock as provided in Section 12), provided that the Participant (i) attains the Performance Goals established by the Committee for the applicable Performance Period and (ii) pays any required exercise price.

        2.23. "Phantom Stock" means an award by the Committee under Section 11 of the Plan of a book entry unit representing the right to acquire that number of shares of Common Stock or if the Committee so determines, an equivalent amount in cash, equal to the Fair Market Value (at the time of such payment) of the number of units recorded in book entry form (or such greater or lesser number of shares of Common Stock as provided in Section 12).

        2.24. "Plan" means the Worldspan Technologies Inc. 2004 Stock-Based Incentive Compensation Plan herein set forth, as amended from time to time.

        2.25. "Restricted Stock" means Common Stock which is subject to forfeiture for a specified Restriction Period and which is awarded by the Committee under Section 8 of the Plan.

        2.26. "Restriction Period" means the period during which Restricted Stock awarded under Section 8 of the Plan or Phantom Stock awarded under Section 11 of the Plan is subject to forfeiture.

        2.27. "SAR" means a stock appreciation right awarded by the Committee under Section 10 of the Plan.

        2.28. "Ten Percent Shareholder" means a person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in section 424(d) of the Code), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company.

3.     Eligibility

        Any Employee or any Non-Employee Director is eligible to receive an Award.

4.     Administration and Implementation of Plan

        4.1.  The Plan shall be administered by the Committee, which shall have full power and authority to interpret the Plan, select the Participants to whom Awards will be granted, determine the type and amount of Awards to be granted to each such Participant, establish the terms and conditions of Awards granted under the Plan, and set the terms of agreements which will be entered into with Holders.

        4.2.  The Committee's powers shall include, but not be limited to, the power to determine whether, to what extent and under what circumstances an Option may be exchanged for cash, Restricted Stock, Performance Units, Performance Shares, Phantom Stock or some combination thereof; to determine whether, to what extent and under what circumstances an Award is made and operates on a tandem basis with other Awards made hereunder; to determine whether to grant Awards (other than Incentive Stock Options) that are transferable by the Holder or that are part of a severance arrangement; and to determine the effect, if any, of a Change in Control of the Company upon outstanding Awards. Upon a Change in Control, the Committee may, at its discretion, (i) fully vest any or all Awards made under the Plan, (ii) cancel any outstanding Awards in exchange for a cash payment of an amount (including zero) equal to the difference between the then Fair Market Value of the Award less the option or base price of the Award (in any instance in which the Committee applies to this Section 4.2(ii), if the Fair Market Value of the Common

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Stock subject to the Award is less than the exercise or base price of the Award, the Award shall be deemed to have been paid in full and shall be canceled with no further payment due the Holder), (iii) after having given the Holder at least 10 business days to exercise any outstanding Options or SARs, terminate any or all of the Award Holder's unexercised Options or SARs, or (iv) where the Company is not the surviving corporation, cause the surviving corporation to assume all outstanding Awards or replace all outstanding Awards with comparable awards.

        4.3.  The Committee shall have the power to adopt regulations for carrying out the Plan and to make changes in such regulations as it shall, from time to time, deem advisable. Any interpretation by the Committee of the terms and provisions of the Plan and the administration thereof, and all action taken by the Committee, shall be final and binding on Holders.

        4.4.  The Committee may condition the grant of any Award or the lapse of any Performance or Restriction Period (or any combination thereof) upon the Holder's achievement of a Performance Goal that is established by the Committee before the grant of the Award. For this purpose, a "Performance Goal" shall mean a goal that must be met by the end of a period specified by the Committee (but that is substantially uncertain to be met at the grant date of the Award) based upon: (i) the price of Common Stock, (ii) the market share of the Company (or any business unit thereof), (iii) sales by the Company (or any business unit thereof), (iv) earnings per share of Common Stock, (v) return on shareholder equity of the Company, (vi) costs of the Company (or any business unit thereof), (vii) cash flow, including EBITDA, of the Company (or any business unit thereof), (viii) return on total assets of the Company (or any business unit thereof), (ix) return on invested capital of the Company (or any business unit thereof), (x) return on net assets of the Company (or any business unit thereof), (xi) operating income of the Company (or any business unit thereof), (xii) net income of the Company (or any business unit thereof) or such additional performance goal or goals as the Board or the Committee, in its discretion shall determine, provided that until such additional goals have been disclosed to and approved by the Company's shareholders, such goals shall not be applicable to the Chief Executive Officer or the Company's other four most highly compensated executive officers. The Committee shall have discretion to determine the specific targets with respect to each of these categories of Performance Goals. Before granting an Award or permitting the lapse of any Performance or Restriction Period subject to this Section, the Committee shall certify that an individual has satisfied the applicable Performance Goal.

        4.5.  The Committee shall endeavor to grant Awards on an annual basis that total no more than 1% of the Company's outstanding Common Stock in such year, provided however, that the Committee, in its sole discretion, may provide grants that total more than 1% of the Company's outstanding Common Stock in a given year if the purposes of either the Company or the Plan would be furthered by such additional Awards, and provided further, that the limitation of this Section shall not apply to grants made pursuant to, in conjunction with, or within nine months after, an initial public offering of the Company's Common Stock.

5.     Shares of Stock Subject to the Plan

        5.1.  Subject to adjustment as provided in Section 12, the total number of shares of Common Stock available for Awards under the Plan shall be 4,000,000 shares.

        5.2.  The maximum number of shares of Common Stock available for Awards that may be granted to any individual Participant shall not exceed 300,000 shares during any calendar year (the "Individual Limit"), except that the Individual Limit shall be increased to 1,000,000 in an individual's initial year of employment by, or in the case of a Non-Employee Director, service to, the Company. Subject to Section 5.3, Section 12 and Section 15, any Award that is canceled by the Committee shall count against the Individual Limit. Notwithstanding the foregoing, the Individual

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Limit may be adjusted to reflect the effect on Awards of any transaction or event described in Section 12.

        5.3.  Any shares issued by the Company through the assumption or substitution of outstanding grants from an acquired company shall not (i) reduce the shares available for Awards under the Plan, or (ii) be counted against the Individual Limit. Any shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any shares subject to any Award granted hereunder are forfeited or such Award otherwise terminates without the issuance of such shares or the payment of other consideration in lieu of such shares, the shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for Awards under the Plan.

6.     Performance Shares

        An Award of Performance Shares is a grant by the Company of a specified number of shares of Common Stock to a Participant, which shares will be delivered to the Participant at the end of a Performance Period upon successful completion of a Performance Goal or Goals. Such an Award shall be subject to the following terms and conditions:

        6.1.  Performance Share Awards shall be evidenced by Performance Share agreements. Such agreements shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable.

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        6.2.  Upon the grant of Performance Shares to a Holder, the Committee shall direct that the number of shares subject to such grant be credited to the Holder's account on the books of the Company but that issuance and delivery of the same shall be deferred until the date or dates provided in Section 6.5 hereof. Prior to issuance and delivery, the Holder shall have no rights as a stockholder with respect to any Performance Shares credited to the Holder's account.

        6.3.  Amounts equal to any dividends declared during the Performance Period with respect to the number of shares covered by a Performance Share Award will be paid to the Holder currently, or deemed to be reinvested in additional Performance Shares (subject to the same Performance Goals, if any, as the underlying Performance Share), as determined at the time of the Award by the Committee, in its sole discretion, and specified in the Performance Share agreement

        6.4.  The Committee may condition the grant of an Award of Performance Shares or the expiration of the Performance Period upon the Participant's achievement of one or more Performance Goal(s) specified in the Performance Share agreement. If the Participant fails to achieve the specified Performance Goal(s), the Committee shall not grant the Performance Share Award to the Participant, or the Holder shall forfeit the Award and no Common Stock shall be transferred to him pursuant to the Performance Share Award.

        6.5.  The Performance Share agreement shall specify the duration of the Performance Period taking into account termination of employment on account of death, Disability, Retirement or other cause. The Performance Period may consist of one or more installments. At the end of the Performance Period or any installment thereof the Common Stock underlying the Performance Shares applicable to such installment, having been credited to the account of a Holder, shall then be issued and delivered to the Holder (or, where appropriate, the Holder's legal representative) in accordance with the terms of the Performance Share agreement. The Committee may, in its sole discretion, accelerate the delivery of all or any part of a Performance Share Award or waive the deferral limitations for all or any part of a Performance Share Award.

7.    Performance Unit

        An Award of Performance Units is a grant by the Company of a specified number of units representing the right to acquire that number of shares of Common Stock or if the Committee so determines, an equivalent amount in cash, equal to the Fair Market Value (at the time of such payment), determined in accordance with Section 2.22 of the number of specified units, that will be delivered to the Participant at the end of a Performance Period upon successful completion of a Performance Goal or Goals. Such an Award shall be subject to the following terms and conditions:

        7.1.  Performance Unit Awards shall be evidenced by Performance Unit agreements. Such agreements shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable. Such Agreement will specify the exercise price, if any, applicable to such Award.

        7.2.  Except as provided in this Section, Performance Units shall be subject to the same terms and conditions applicable to Performance Shares as stated in sections 6.2, 6.3, 6.4 and 6.5, and shall also be subject to such other terms and conditions consistent with the Plan as shall be determined by the Committee.

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8.    Restricted Stock

        An Award of Restricted Stock is a grant by the Company of a specified number of shares of Common Stock to an Participant, which shares are subject to forfeiture upon the happening of specified events. Such an Award shall be subject to the following terms and conditions:

        8.1.  Restricted Stock shall be evidenced by Restricted Stock agreements. Such agreements shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable.

        8.2.  Upon the grant of Restricted Stock to a Holder, the Committee shall direct that a certificate or certificates representing the number of shares of Common Stock subject to such grant be issued to the Holder with the Holder designated as the registered owner. The certificate(s) representing such shares shall be legended as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and deposited by the Holder, together with a stock power endorsed in blank, with the Company, to be held in escrow during the Restriction Period.

        8.3.  During the Restriction Period the Holder shall have the right to receive dividends from and to vote the shares of Restricted Stock.

        8.4.  The Committee may condition the grant of an Award of Restricted Stock or the expiration of the Restriction Period upon the Participant's achievement of one or more Performance Goal(s) specified in the Restricted Stock Agreement. If the Participant fails to achieve the specified Performance Goal(s), the Committee shall not grant the Restricted Stock to the Participant, or the Holder shall forfeit the Award of Restricted Stock to the Company.

        8.5.  The Restricted Stock agreement shall specify the duration of the Restriction Period and the performance, employment or other conditions (including termination of employment on account of death, Disability, Retirement or other cause) under which the Restricted Stock may be forfeited to the Company. At the end of the Restriction Period the restrictions imposed under the Restricted Stock agreement shall lapse with respect to the number of shares specified thereunder, and the legend shall be removed and such number of shares delivered to the Holder (or, where appropriate, the Holder's legal representative). The Committee may, in its sole discretion, modify or accelerate the vesting and delivery of shares of Restricted Stock.

9.    Options

        Options give a Participant the right to purchase a specified number of shares of Common Stock from the Company for a specified time period at a fixed price. Options may be either Incentive Stock Options or Non-Qualified Stock Options. The grant of Options shall be subject to the following terms and conditions:

        9.1.  Option Grants: Options shall be evidenced by Option agreements. Such agreements shall conform to the requirements of the Plan, and may contain such other provisions as the Committee shall deem advisable.

        9.2.  Option Price: The price per share at which Common Stock may be purchased upon exercise of an Option shall be determined by the Committee, but shall be not less than the Fair Market Value of a share of Common Stock on the date of grant. In the case of any Incentive Stock Option granted to a Ten Percent Shareholder, the option price per share shall not be less than 110% of the Fair Market Value of a share of Common Stock on the date of grant.

        9.3.  Term of Options: The Option agreements shall specify when and under what terms and conditions an Option may be exercisable. The term of an Option shall in no event be greater than

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ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder and ten years in the case of all other Incentive Stock Options).

        9.4.  Incentive Stock Options: Each provision of the Plan and each Option agreement relating to an Incentive Stock Option shall be construed so that each Incentive Stock Option shall be an incentive stock option as defined in section 422 of the Code, and any provisions of an Option agreement that cannot be so construed shall be disregarded. In no event may a Holder be granted an Incentive Stock Option which does not comply with such grant and vesting limitations as may be prescribed by section 422(b) of the Code. Incentive Stock Options may not be granted to Non-Employee Directors.

        9.5.  Restrictions on Transferability: No Incentive Stock Option shall be transferable otherwise than by will or the laws of descent and distribution and, during the lifetime of the Holder, shall be exercisable only by the Holder. Upon the death of a Holder, the person to whom the rights have passed by will or the laws of descent and distribution may exercise an Incentive Stock Option only in accordance with this Section 9.

        9.6.  Payment of Option Price: The option price of the shares of Common Stock received upon the exercise of an Option shall be paid within three days of the date of exercise: (i) in cash, or, (ii) with the proceeds received from a broker-dealer whom the Holder has authorized to sell all or a portion of the Common Stock covered by the Option, or (iii) with the consent of the Committee, in whole or in part in Common Stock held by the Holder for at least six months and valued at Fair Market Value on the date of exercise. With the consent of the Committee, payment upon the exercise of a Non-Qualified Option may be made in whole or in part by Common Stock, including Restricted Stock, which has been held by the Holder for at least six months (based on the fair market value of the Common Stock or Restricted Stock on the date the Option is exercised, as determined by the Committee). In such case, the Common Stock to which the Option relates shall be subject to the same forfeiture or restrictions then applicable to the Restricted Stock exchanged therefor. An Option may be exercised only for a whole number of shares of Common Stock.

        9.7.  Termination on Retirement or by Death or Disability: If a Holder's employment by the Company terminates by reason of the Holder's retirement (defined as a termination of employment that is treated as a retirement under other applicable Company benefit plans or policies), or by reason of death or disability, any unexercised Option granted to such Holder may thereafter be exercised by the Holder (or, where appropriate, the Holder's transferee or legal representative) to the extent such Option was exercisable at the time of termination or on such accelerated basis as the Committee may determine at or after grant) for a period of 12 months from the date of such termination of employment or until the expiration of the stated term of the Option, whichever period is shorter.

        9.8.  Termination Not for Cause: If a Holder's employment by the Company is terminated by the Company not for Cause, or voluntarily by the Holder, any unexercised Option granted to the Holder may thereafter be exercised by the Holder (or, where appropriate, the Holder's transferee or legal representative), to the extent it was exercisable at the time of termination or on such accelerated basis as the Committee may determine at or after grant, for a period of 90 days from the date of such termination of employment or until the expiration of the stated term of the Option, whichever period is shorter.

        9.9.  Termination for Cause: If a Holder's employment with the Company is terminated by the Company for Cause, all unexercised Options awarded to the Holder shall terminate on the date of such termination.

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10.    Stock Appreciation Rights

        SARs give the Participant the right to receive, upon exercise of the SAR, the increase in the Fair Market Value of a specified number of shares of Common Stock from the date of grant of the SAR to the date of exercise. The grant of SARs shall be subject to the following terms and conditions:

        10.1. An Award of an SAR shall be evidenced by an SAR Agreement. Such agreements shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable. An SAR may be granted in tandem with all or a portion of a related Option under the Plan ("Tandem SAR"), or may be granted separately ("Freestanding SAR"). A Tandem SAR may be granted either at the time of the grant of the Option or at any time thereafter during the term of the Option and shall be exercisable only to the extent that the related Option is exercisable.

        10.2. The base price of a Tandem SAR shall be the option price under the related Option. The base price of a Freestanding SAR shall be not less than 100% of the Fair Market Value of the Common Stock on the date of grant of the Freestanding SAR.

        10.3. An SAR shall entitle the Holder to receive from the Company a payment equal to the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the SAR over the per share base price determined under Section 10.2 above, (or such lesser amount as the Committee may determine at the time of grant), multiplied by the number of shares of Common Stock with respect to which the SAR is exercised. Such payment may be in cash, in shares of Common Stock, in shares of Restricted Stock, or in any combination thereof, as the Committee shall determine. Upon exercise of a Tandem SAR as to some or all of the shares of Common Stock covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares of Common Stock covered by such exercise, and such shares shall no longer be available for purchase under the Option pursuant to Section 8. Conversely, if the related Option is exercised as to some or all of the shares of Common Stock covered by the grant, the related Tandem SAR, if any, shall be canceled automatically to the extent of the number of shares of Common Stock covered by the Option exercise.

        10.4. SARs shall be subject to the same terms and conditions applicable to Options as stated in sections 9.3, 9.5, 9.7, 9.8 and 9.9. SARs shall also be subject to such other terms and conditions consistent with the Plan as shall be determined by the Committee.

11.    Phantom Stock

        An Award of Phantom Stock is a grant by the Company of a specified number of units representing the right to acquire that number of shares of Common Stock or if the Committee so determines, an equivalent amount in cash, equal to the Fair Market Value (at the time of such payment), determined in accordance with Section 2.3, of the number of units recorded in book entry form. Such an Award shall be subject to the following terms and conditions:

        11.1. Phantom Stock Awards shall be evidenced by Phantom Stock agreements. Such agreements shall conform to the requirements of the Plan and may contain such other provisions as the Committee shall deem advisable.

        11.2. Upon the grant of Phantom Stock to a Holder, the Committee shall direct that the number of shares subject to such grant be credited to the Holder's account on the books of the Company but that issuance and delivery of the same (or, in the Committee's discretion, cash payment) shall be deferred until the Restriction Period lapses. Prior to the lapse of the Restriction Period, the Holder shall have no rights as a stockholder with respect to any Phantom Stock credited to the Holder's account.

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        11.3. Amounts equal to any dividends declared during the Performance Period with respect to the number of shares covered by a Phantom Stock Award will be paid to the Holder currently.

        11.4. The Committee may condition the grant of an Award of Phantom Stock or the expiration of the Restriction Period upon the Participant's achievement of one or more Performance Goal(s) specified in the Phantom Stock Agreement. If the Participant fails to achieve the specified Performance Goal(s), the Committee shall not grant the Phantom Stock to the Participant, or the Holder shall forfeit the Award of Phantom Stock.

        11.5. The Phantom Stock agreement shall specify the duration of the Restriction Period and the performance, employment or other conditions (including termination of employment on account of death, Disability, Retirement or other cause) under which the Phantom Stock may be forfeited to the Company. At the end of a Restriction Period the Phantom Stock with respect to the number of shares specified thereunder, shall become payable and the Holder (or, where appropriate, the Holder's legal representative) shall receive such number of shares of unrestricted Common Stock or if the Committee so determines, an equivalent amount in cash, equal to the Fair Market Value (at the time of such payment) of the number of units recorded in book entry form. The Committee may, in its sole discretion, modify or accelerate the vesting and delivery of shares of Phantom Stock.

12.    Adjustments upon Changes in Capitalization

        In the event of a reorganization, recapitalization, stock split, spin-off, split-off, split-up, stock dividend, issuance of stock rights, combination of shares, merger, consolidation or any other change in the corporate structure of the Company affecting Common Stock, or any distribution to stockholders other than a cash dividend, the Board shall make appropriate adjustment in the number and kind of shares authorized by the Plan and any other adjustments to outstanding Awards as it determines appropriate. No fractional shares of Common Stock shall be issued pursuant to such an adjustment. The Fair Market Value of any fractional shares resulting from adjustments pursuant to this Section shall, where appropriate, be paid in cash to the Holder.

13.    Effective Date, Termination and Amendment

        The Plan shall become effective, subject to shareholder approval, upon a successful initial public offering of the Company's Common Stock. The Plan shall remain in full force and effect until the earlier of ten years from the effective date, or the date it is terminated by the Board. The Board shall have the power to amend, suspend or terminate the Plan at any time, provided that no such amendment shall be made without shareholder approval which shall (i) increase (except as provided in Section 12) the total number of shares available for issuance pursuant to the Plan; (ii) change the class of Participants eligible to be Holders; (iii) modify the Individual Limit (except as provided Section 12) or the categories of Performance Goals set forth in Section 4.4; or (iv) change the provisions of this Section 13. Termination of the Plan pursuant to this Section shall not affect Awards outstanding under the Plan at the time of termination.

14.    Transferability

        Except as provided below, Awards may not be pledged, assigned or transferred for any reason during the Holder's lifetime, and any attempt to do so shall be void and the relevant Award shall be forfeited. The Committee may grant Awards (except Incentive Stock Options) that are transferable by the Holder during his or her lifetime, but such Awards shall be transferable only to the extent specifically provided in the agreement with the Holder. The transferee of the Holder shall, in all cases, be subject to the provisions of the agreement between the Company and the Holder.

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15.    General Provisions

        15.1. Nothing contained in the Plan, or any Award granted pursuant to the Plan, shall confer upon any Participant any right with respect to continuance of employment by or continued service with the Company nor interfere in any way with the right of the Company to terminate the employment of any Employee at any time or to terminate the service of any Non-Employee Director at any time.

        15.2. Holders shall be responsible for making appropriate provision for all taxes required to be withheld in connection with any Award, the exercise thereof and the transfer of shares of Common Stock pursuant to this Plan. Such responsibility shall extend to all applicable Federal, state, local or foreign withholding taxes. In the case of the payment of Awards in the form of Common Stock, or the exercise of Options or SARs, the Company shall, at the election of the Holder, retain the number of shares of Common Stock whose Fair Market Value equals the amount to be withheld in satisfaction of the applicable withholding taxes. Agreements evidencing such Awards shall contain appropriate provisions to effect withholding in this manner.

        15.3. To the extent that Federal laws (such as the 1934 Act, the Code or the Employee Retirement Income Security Act of 1974) do not otherwise control, the Plan and all determinations made and actions taken pursuant thereto shall be governed by the law of Delaware and construed accordingly.

        15.4. The Committee may amend any outstanding Awards to the extent it deems appropriate; provided, however, except as provided in Section 12, no Award may be repriced, replaced, regranted through cancellation, or modified if the effect would be to reduce the exercise price for the shares underlying the Award. The Committee may unilaterally amend Awards without the consent or approval of the Holder, except that the Holder's consent is required for amendments adverse to the Holder.

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Exhibit 10.81

FORM OF WORLDSPAN TECHNOLOGIES INC. 2004 STOCK-BASED INCENTIVE COMPENSATION PLAN
WORLDSPAN TECHNOLOGIES INC. 2004 STOCK-BASED INCENTIVE COMPENSATION PLAN

EX-10.82

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Exhibit 10.82

AMENDMENT NO. 1 TO
RESTRICTED STOCK SUBSCRIPTION AGREEMENT

        THIS AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of June 21, 2004 (the "Amendment"), is by and between WORLDSPAN TECHNOLOGIES INC. (F/K/A TRAVEL TRANSACTION PROCESSING CORPORATION), a Delaware corporation ("Holding"), and Rakesh Gangwal (the "Employee").

Background

        A.    Holding and the Employee are parties to that certain Restricted Stock Subscription Agreement, dated as of June 30, 2003 (the "Original Agreement").

        B.    Holding and the Employee now desire to amend the Original Agreement, effective as of the Effective Date (as defined below), as provided in this Amendment.

Terms

        In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties hereby agree as follows:

        Section 1.Defined Terms.    Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Agreement.

        Section 2.Effectiveness.    This Amendment shall be effective as of the date of the consummation of a Public Offering (the "Effective Date"); provided, however, this Amendment shall not become effective if a Public Offering has not been consummated by December 31, 2004.

        Section 3.Restricted Period.    Section 3(b) of the Original Agreement is hereby amended and restated in its entirety as follows:

        "(b) Restricted Period.    Except as otherwise provided in Sections 3 and 8 hereof, or in the Plan, the Restricted Period shall lapse as to 52.5% of the Shares on the first anniversary of the Closing, 17.5% of the Shares on the second anniversary of the Closing and 15.0% of the Shares on each of the third and fourth anniversaries of the Closing (each such anniversary, the "Vesting Date" as to the applicable tranche of the Shares), which lapses shall be cumulative, subject to the Employee's continuous employment with Holding or its Subsidiary from the Closing to such anniversary."

        Section 4.Accelerated Vesting.    Section 3(c) of the Original Agreement is hereby amended and restated in its entirety as follows:

        "(c) Accelerated Vesting.    If the Employee's employment with Holding or its Subsidiary is terminated by Holding without Cause during the Restricted Period or if the Employee terminates his employment for Good Reason (as such term is defined in the Employment Agreement) during the Restricted Period, the next tranche of the Shares for which the Restricted Period was scheduled to lapse on the next Vesting Date shall no longer be subject to the Restricted Period and such Shares shall cease being Restricted Stock. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to retirement, death or Disability."

        Section 5.Continued Effectiveness of Original Agreement.    Except as specifically amended herein, all other terms and provisions of the Original Agreement shall remain unchanged and in full force and effect.

        Section 6.Incorporation of Amendment.    On and after the date hereof each reference in the Original Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall be a reference to the Original Agreement as amended hereby.

        Section 7.Miscellaneous.    

        Section 7.1.Entire Agreement.    The agreement of Holding and the Employee, which is comprised of this Amendment and the Original Agreement, sets forth the entire agreement and understanding between the parties and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Amendment and the Original Agreement.

        Section 7.2.Governing Law.    This Amendment shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the corporate law of the State of Delaware specifically and mandatorily applies.

        Section 7.3.Headings.    The headings in this Amendment are for convenience of reference only and shall not constitute a part of this Amendment, nor shall they affect their meaning, construction or effect.

        Section 7.4.Counterparts.    This Amendment may be executed in two or more counterparts and by the parties in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

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        IN WITNESS WHEREOF, the undersigned have executed this Amendment upon the date first above written.

WORLDSPAN TECHNOLOGIES INC.
By:	/s/  JEFFREY C. SMITH Name: Jeffrey C. Smith Title:    General Counsel, Secretary and Senior              Vice President—Human Resources
/s/  RAKESH GANGWAL Rakesh Gangwal

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Exhibit 10.82

AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT

EX-10.83

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Exhibit 10.83

AMENDMENT NO. 1 TO
RESTRICTED STOCK SUBSCRIPTION AGREEMENT

        THIS AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT, dated as of June 21, 2004 (the "Amendment"), is by and between WORLDSPAN TECHNOLOGIES INC. (F/K/A TRAVEL TRANSACTION PROCESSING CORPORATION), a Delaware corporation ("Holding"), and M. Gregory O'Hara (the "Employee").

Background

        A. Holding and the Employee are parties to that certain Restricted Stock Subscription Agreement, dated as of June 30, 2003 (the "Original Agreement").

        B. Holding and the Employee now desire to amend the Original Agreement, effective as of the Effective Date (as defined below), as provided in this Amendment.

Terms

        In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties hereby agree as follows:

        Section 1.    Defined Terms.    Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Agreement.

        Section 2.    Effectiveness.    This Amendment shall be effective as of the date of the consummation of a Public Offering (the "Effective Date"); provided, however, this Amendment shall not become effective if a Public Offering has not been consummated by December 31, 2004.

        Section 3.    Restricted Period.    Section 3(b) of the Original Agreement is hereby amended and restated in its entirety as follows:

"(b) Restricted Period. Except as otherwise provided in Sections 3 and 8 hereof, or in the Plan, the Restricted Period shall lapse as to 52.5% of the Shares on the first anniversary of the Closing, 17.5% of the Shares on the second anniversary of the Closing and 15.0% of the Shares on each of the third and fourth anniversaries of the Closing (each such anniversary, the "Vesting Date" as to the applicable tranche of the Shares), which lapses shall be cumulative, subject to the Employee's continuous employment with Holding or its Subsidiary from the Closing to such anniversary."

        Section 4.    Accelerated Vesting.    Section 3(c) of the Original Agreement is hereby amended and restated in its entirety as follows:

"(c) Accelerated Vesting Upon Certain Terminations of Employment. If the Employee voluntarily terminates the Employment Agreement for any reason at any time subsequent to the third anniversary of the Closing, then the 15% tranche of the Shares for which the Restricted Period was scheduled to lapse on the fourth anniversary of the Closing shall no longer be subject to the Restricted Period and such Shares shall cease being Restricted Stock. For the avoidance of doubt, no accelerated vesting shall occur upon a termination due to retirement, death or Disability or a termination by Holding or any Subsidiary with or without Cause."

        Section 5.    Continued Effectiveness of Original Agreement.    Except as specifically amended herein, all other terms and provisions of the Original Agreement shall remain unchanged and in full force and effect.

        Section 6.    Incorporation of Amendment.    On and after the date hereof each reference in the Original Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall be a reference to the Original Agreement as amended hereby.

        Section 7.    Miscellaneous.

        Section 7.1.    Entire Agreement.    The agreement of Holding and the Employee, which is comprised of this Amendment and the Original Agreement, sets forth the entire agreement and understanding between the parties and supersedes any prior agreement or understanding, written or oral, relating to the subject matter of this Amendment and the Original Agreement.

        Section 7.2.    Governing Law.    This Amendment shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the corporate law of the State of Delaware specifically and mandatorily applies.

        Section 7.3.    Headings.    The headings in this Amendment are for convenience of reference only and shall not constitute a part of this Amendment, nor shall they affect their meaning, construction or effect.

        Section 7.4.    Counterparts.    This Amendment may be executed in two or more counterparts and by the parties in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

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        IN WITNESS WHEREOF, the undersigned have executed this Amendment upon the date first above written.

WORLDSPAN TECHNOLOGIES INC.
By:	/s/  JEFFREY C. SMITH
	Name:	Jeffrey C. Smith
	Title:	General Counsel, Secretary and Senior Vice President—Human Resources
	/s/  M. GREGORY O'HARA M. Gregory O'Hara

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Exhibit 10.83

AMENDMENT NO. 1 TO RESTRICTED STOCK SUBSCRIPTION AGREEMENT
Background
Terms