Exhibit 10.93

EXECUTION VERSION

SECOND AMENDMENT
DATED AS OF JUNE 21, 2006

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

PRELIMINARY STATEMENTS

1.             Reference is made to the Credit Agreement (as amended, the “Credit Agreement”), dated as of February 11, 2005, among WTI, LP, the Borrower, the Lenders party thereto, J.P. Morgan Securities Inc. and UBS Securities LLC, as joint advisors, J.P. Morgan Securities Inc., UBS Securities LLC and Lehman Brothers Inc., as joint book-runners, J.P. Morgan Securities Inc., UBS Securities LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers, UBS Securities LLC, as syndication agent, Lehman Commercial Paper Inc., Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners L.P., as documentation agents, and the Administrative Agent.  Capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement as amended hereby.

2.             The Borrower has requested that the Credit Agreement be amended as herein set forth.

3.             Each of the Lenders party hereto are willing to enter into such amendment, on the terms and conditions stated below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.                   Amendment to Credit Agreement.

(a)           Section 7.9 of the Credit Agreement is amended by deleting, immediately following the proviso in clause (a) thereof, subclause (i) thereof in its entirety and replacing such subclause with the following:

“(i) the Borrower may (x) refinance the Senior Notes as permitted under Section 7.2(f) and (y) repurchase up to $50,000,000 in the aggregate of Senior Notes; provided that such amount shall be reduced by the amount of distributions paid by the Borrower pursuant to Section 7.6(c)(iii); and provided, further that, after giving effect to any such repurchase, there shall be no Revolving Credit Loans outstanding at the time of such distribution,”

(b)           Section 7.10 of the Credit Agreement is amended by deleting the last sentence thereof in its entirety and replacing such sentence with the following:

“Notwithstanding the foregoing, if no Default or Event of Default has occurred and is continuing, the Borrower may (i) pay to WTI, LP or the Sponsors (A) the out-of-pocket expenses permitted to be paid under Section 7.6(c)(i) and (B) the amounts permitted to be paid to WTI to repurchase WTI Notes under Section 7.6(c)(iii) from one or more

Affiliates and (ii) repurchase the Senior Notes in accordance with Section 7.9(a)(i)(y) from one or more Affiliates.”

(c)           Section 7.6 of the Credit Agreement is amended by adding a new subclause (iii) to clause (c) as follows:

“(iii) to permit WTI to repurchase WTI Notes in an amount not to exceed $50,000,000 in the aggregate; provided that such amount shall be reduced by the amount of any repurchases of Senior Notes by the Borrower pursuant to Section 7.9(a)(i)(y); and provided, further that, after giving effect to any such distribution, there shall be no Revolving Credit Loans outstanding at the time of such repurchase”

SECTION 2.                   Conditions to Effectiveness.  The amendment contained in Section 1 shall be effective upon satisfaction of each of the following conditions precedent on or before June 30, 2006:

(a)           The Administrative Agent shall have received counterparts of this Amendment executed by the Required Lenders, WTI, LP and the Borrower and counterparts of the Consent appended hereto (the “Consent”) executed by the Grantors, as defined in the Guarantee and Collateral Agreement (the “Grantors”).

(b)           The Borrower shall have paid to each of the Lenders consenting to and executing this Amendment by 5:00 p.m. (noon), Monday, June 19, 2006, an amendment fee equal to the product of 0.05% multiplied by the sum of such Lender’s Revolving Credit Commitment plus the principal amount of such Lender’s Term Loans outstanding immediately prior to the effective date of this Amendment.

(c)           All other fees and expense reimbursements payable by any Loan Party to the Administrative Agent shall have been paid.

SECTION 3.                   Representations and Warranties.

WTI, LP and the Borrower jointly and severally represent and warrant that:

(a)           Authority.  Each of WTI, LP and the Borrower has the requisite power and authority to execute, deliver and perform its obligations under this Amendment.  Each Grantor has the requisite power and authority to execute, deliver and perform its obligations under the Consent and the Loan Documents, as amended hereby.  The execution, delivery and performance by WTI, LP and the Borrower of this Amendment and by the Grantors of the Consent, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of such Loan Party.

(b)           Enforceability.  This Amendment has been duly executed and delivered by WTI, LP and the Borrower and the Consent has been duly executed and delivered by each Grantor.  When this Amendment becomes effective as set forth in Section 2, each of this Amendment, the Consent and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).

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(c)           Representations and Warranties.  The representations and warranties made by each Loan Party in the Loan Documents are true and correct in all material respects on the date hereof, and will be true and correct in all material respects when this Amendment becomes effective, both before and after giving effect to this Amendment, except to the extent that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects as of such earlier date).

(d)           No Default.  No Default has occurred and is continuing.

SECTION 4.                   Reference to and Effect on the Loan Documents.

(a)           If and when this Amendment becomes effective, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

(b)           The Credit Agreement, as amended hereby, and the Guarantee and Collateral Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby.

(c)           The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute, except as expressly set forth herein, a waiver or amendment of any provision of any of the Loan Documents.

(d)           This Amendment is a Loan Document.  The provisions of Sections 10.13 and 10.21 of the Credit Agreement shall apply with like effect to this Amendment.

SECTION 5.                   Counterparts.  This Amendment and the Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment (or any authorization to execute this Amendment) or the Consent by facsimile shall be effective as delivery of a manually executed counterpart thereof.

SECTION 6.                   Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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

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CONSENT

Dated as of June 21, 2006

The undersigned, as Grantors under the Guarantee and Collateral Agreement and, as applicable, as parties to the other Security Documents hereby consent and agree to the foregoing Second Amendment and hereby confirm and agree that (i) each of the Guarantee and Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of, said Second Amendment, each reference therein to the “Credit Agreement”, “thereunder”, “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by said Second Amendment and (ii) each of the Guarantee and Collateral Agreement and the other Security Documents and the Collateral described therein does, and shall continue to, secure the payment and performance of all of the Obligations as defined in the Guarantee and Collateral Agreement, after giving effect to said Second Amendment.