Galileo, Worldspan Merger Confirmed

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. October 14, 2008

DECEMBER 7, 2006. Travelport and Worldspan have confirmed a definitive agreement to merge Worldspan into a subsidiary of Travelport in a $1.4 billion deal.

"Increasing cost pressures on travel suppliers and agencies combined with the strengthening of alternative distribution channels, such as supplier direct channels, continue to influence how travel is purchased," said Jeff Clarke, Chief Executive Officer of Travelport. "This merger will create a more effective and efficient travel distribution provider and will ensure that we are better positioned to meet the evolving needs of our customers, the travel suppliers, travel agencies and end consumers."

As the travel industry continues to grow at a substantial rate, travel suppliers and agencies require the technology and networks capable of handling the increased demand. Competition in the travel distribution industry has increased, driven in part by travel bookings via alternative travel distribution channels. According to Forrester Research, more than half of US travel bookings are already processed through alternative non-GDS channels. Globally, sales from supplier direct websites are expected to continue to grow as airlines encourage direct bookings through frequent flyer programs, exclusive fares and potentially through removal of content from the GDSs. The combination of Travelport and Worldspan addresses the increasing demands of the travel distribution industry and supports the need for cost-effective and efficient GDS offerings.

"This merger builds upon the complementary strengths of our two companies, which will benefit existing and future customers, allowing them to address an increasingly competitive marketplace," said Rakesh Gangwal, Chairman, President and Chief Executive Officer of Worldspan. "The combination of Travelport and Worldspan directly addresses industry trends and will provide a new standard of technology, high quality content and world-class customer service."

Currently, more than 750 travel suppliers, 63,000 travel agencies and millions of end consumers globally benefit from the travel distribution services provided by the two organizations. The transaction brings together two companies with global footprints and a proven track record of customer service and technology leadership. Worldspan will further augment Travelport's global breadth and diversity and will enhance Travelport's technology platform, in particular in the online distribution segment.

In addition to the numerous customer benefits, Travelport and Worldspan expect the proposed transaction to deliver financial benefits capitalizing on natural operational synergies. The initial integration focus will be on consolidating technology and administrative operations resulting in near-term cost savings of approximately $50 million. Management also sees opportunity to cross-sell Worldspan's technology products to Travelport's global customer base.

Jeff Clarke will lead the combined company as Chief Executive Officer. Prior to the closing, Rakesh Gangwal will continue to lead Worldspan and will be leaving the company following the completion of the merger. Additionally, the companies have established an integration planning team. The Travelport and Worldspan integration team will include Terry Conley, Chief Administrative Officer of Travelport; Pat Bourke, Chief Re-Engineering Officer of Travelport; and Kevin Mooney, Chief Financial Officer of Worldspan.

The proposed transaction values Worldspan at $1.4 billion. Simultaneously with the execution of the merger agreement, Worldspan completed a recapitalization plan. As part of this recapitalization plan, Travelport loaned $125 million to Worldspan in exchange for a payment in kind (PIK) note which Travelport funded through cash on hand. In addition, one of Travelport's parent companies also loaned Worldspan $125 million in exchange for a PIK note. The transaction has been unanimously approved by the boards and major shareholders of both companies but consummation of the transaction remains subject to customary conditions to closing including regulatory approval.

Credit Suisse, Lehman Brothers and UBS acted as financial advisors to Travelport on the transaction