Exhibit
10.5


 


July
9, 2009


 


Travelport
International, L.L.C.


Travelport
Global Distribution System B.V.


300
Galleria Parkway, N.W.


Atlanta,
GA 30339


 


Re:                                                                             Fourth Amendment
to Subscriber Services Agreement, dated as of July 23, 2007  (“Agreement”) between Travelport International,
L.L.C., (f/k/a Galileo International, L.L.C., hereinafter “Travelport”), Travelport
Global Distribution System B.V. (f/k/a Galileo Nederland B.V., hereinafter “TGDS”
and, together with Travelport, collectively, “Galileo”) and Orbitz Worldwide,
LLC (“Subscriber”)


 


Ladies and Gentlemen:


 


This
letter constitutes a Fourth Amendment (“Amendment”) to the Agreement referenced
above.  Capitalized terms used in this Amendment
and not otherwise defined shall be used as defined in the Agreement.  The Parties have previously entered into the
following amendments to the Agreement: (i) First Amendment, dated as of February
9, 2008; (ii) Second Amendment, dated as of April 4, 2008; and (iii) Third
Amendment, dated as of January 23, 2009.


 


Effective
as of July 8, 2009 (“Amendment Effective Date”), Galileo and Subscriber hereby
agree as follows:


 


1.                                      The Custom
Terms and Conditions Attachment (Galileo Services) — North America to the
Agreement is amended as set forth in Exhibit A.


 


2.                                      The Custom
Terms and Conditions Attachment (Worldspan Services) to the Agreement is amended
as set forth in Exhibit B.


 


3.                                      Notwithstanding
the provisions of Section 20 (Material Revenue Change) of the Agreement, the
parties agree that the Vendor identified in Paragraph 1 of Exhibit B (“Impacted Vendor”) will be deemed to be a Vendor to have
commenced participation in the Content Continuity Program subsequent to the
Contract Effective Date (for purposes of the Impacted Vendor’s Segments on
Worldspan) and as such,  the Impacted
Vendor’s change in its Participation Fee with respect to the Impacted Vendor’s
Segments generated on Worldspan effective on July 8, 2009 will not impact or
otherwise contribute to the calculation of a Fee Change pursuant to Section 20
of the Agreement.  For the avoidance of
doubt, the Participation Fees for the Impacted Vendor’s Segments on Worldspan
will be excluded from the calculation of Participation Fees in effect as of December
31, 2007 and from the calculation of a Fee Change on or after July 1, 2008.


 


4.                                      General.  This Amendment shall be binding upon and
inure to the benefit of and be enforceable by the Parties hereto or their
successors in interest, except as expressly 


 

















 


provided
in the Agreement.  Each Party to this
Amendment agrees that, other than as expressly set out in this Amendment,
nothing in this Amendment is intended to alter the rights, duties and
obligations of the Parties under the Agreement, which shall remain in full
force and effect as amended hereby.  In
the event of a conflict between the terms and conditions of this Amendment and
the terms and conditions of the Agreement, the terms and conditions of this
Amendment shall govern.  This Amendment
may be executed by the Parties in separate counterparts and each counterpart
shall be deemed to be an original, but all such counterparts together shall
constitute one and the same instrument.


 


The
Parties have caused this Amendment to be executed by the signatures of their
respective authorized representatives.


 


	
  Orbitz Worldwide, LLC

  	
  Travelport International, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:
  

  	
  /s/
  Stephen Praven

  	
   

  	
  Signature:
  

  	
  /s/
  Travis Christ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  Stephen
  Praven

  	
   

  	
  Name:
  

  	
  Travis
  Christ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:
  

  	
  VP,
  Business Development

  	
   

  	
  Title:
  

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:
  

  	
  8/3/09

  	
   

  	
  Date:
  

  	
  July
  9, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Travelport
  Global Distribution System B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature:
  

  	
  /s/
  Marco van Ieperen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Marco
  van Ieperen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date: 

  	
  13 July 2009

  



 


2