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Exhibit 10.32    
    


 
 

Amendment 7 to
  Worldspan Asset Management Offering Agreement    
    


        This amendment is the seventh amendment ("Amendment 7") to the Asset Management Offering Agreement effective as of July 1, 2002, among
Worldspan, L.P. ("Worldspan"), International Business Machines Corporation ("IBM"), and IBM Credit LLC ("IBM Credit"), Agreement ASVB594, as previously amended by Amendment 1
effective as of December 16, 2002, Amendment 2 effective as of December 31, 2003, Amendment 3 effective as of June 30, 2006, Amendment 4 effective as of
January 1, 2007, Amendment 5 effective as of February 1, 2007 and Amendment 6, effective as of October 1, 2007 (collectively, the "AMO Agreement") and referred to
hereafter as the "Galileo Asset Management Offering Agreement". 


        Each
term defined in the AMO Agreement shall have the same meaning in this Amendment 7 unless otherwise provided herein or inconsistent with the content hereof. 



        The
purposes of this Amendment 7 are (i) to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 7. 


        Provided
that Worldspan, TP, Galileo, IBM and IBM Credit have signed and delivered this Amendment 7 on or before February 11, 2008, this Amendment 7 becomes
effective as of October 1, 2007 (the "Effective Date of Amendment 7"). 


        This
Amendment 7 may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement.
Any copy of this Amendment 7 made by reliable means is considered an original. 



        The
Parties agree that this Amendment 7 is the complete agreement among the Parties with respect to the subject matter hereof and replaces any prior oral and/or written
communications between the Parties concerning this subject matter. By signing below, the Parties agree to the terms of this Amendment 7. 


        Except
for the changes specified in this Amendment 7, all other terms and conditions of the AMO Agreement remain unchanged. In the event of a conflict between this
Amendment 7 and the AMO Agreement, this Amendment 7 will prevail. 


        The
Parties agree that, as of the Effective Date of Amendment 7, the AMO Agreement shall be amended as follows: 


1.0    Replace the seventh paragraph on page one of Amendment 6 in its entirety with the following: 



"This
Amendment 6 becomes effective as of October 1, 2007 (the "Effective Date of Amendment 6") and, among other things, extends the Expiration Date of the AMO Agreement from
June 30, 2011 to June 30, 2013. For avoidance of doubt, certain sections of this Amendment 6 may have later effective dates, as specified herein." 






PORTIONS
OF THIS EXHIBIT MARKED BY AN [**] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO
RULE 24b-2. 


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2.0    Monthly Payments Exhibit.    Exhibit A (Monthly Payments) to the AMO Agreement is replaced in its entirety with a new
Exhibit A, shown below. 


 
 

Exhibit A
  Monthly Payments    
    



	Month-Year
	 	Monthly Payment
	 	Number of Payments

	Oct-2007	 	$	[**]	 	1
	Nov-2007 (Includes application of $[**] for OL 459)	 	$	[**]	 	1
	Dec-2007	 	$	[**]	 	1
	Jan-2008—Jun-2008	 	$	[**]	 	6
	Jul-2008—Aug-2008	 	$	[**]	 	2
	Sep-2008	 	$	[**]	 	1
	Oct-2008—Jun-2009	 	$	[**]	 	9
	Jul-2009—Jun-2010	 	$	[**]	 	12
	Jul-2010—Oct-2010	 	$	[**]	 	4
	Nov-2010—Jun-2011	 	$	[**]	 	8
	Jul-2011—Jun-2012	 	$	[**]	 	12
	Jul-2012—Jun-2013	 	$	[**]	 	12





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	Agreed to:
 Travelport Inc.	 	

Customer No.: 9885094
	 	 	Jurisdiction of Organization:






	 





	By:	 	/s/  PAT J. BOURKE      	 	AMO Agreement No.: ASVB594
	 	 	
	 	 
	 	 	Authorized Signature	 	 






	 





	Name (type or print):	 	Pat J. Bourke	 	IBM Customer Agreement No.: JJT-0003
	 	 	
	 	 






	 





	Date:	 	 	 	Term Lease Agreement No.: JJT-0001
	 	 	
	 	 






	 





	Agreed to:
 Worldspan, L.P.	 	Agreed to:
 International Business Machines Corporation






	 





	By:	 	/s/  PAT J. BOURKE      	 	By:	 	/s/  PETE GAGLIARDI      
	 	 	
	 	 	 	

	 	 	Authorized Signature	 	 	 	Authorized Signature






	 





	Name (type or print):	 	Pat J. Bourke	 	Name (type or print):	 	Pete Gagliardi
	 	 	
	 	 	 	







	 





	Date:	 	 	 	Date:	 	1/25/2008
	 	 	
	 	 	 	







	 





	Agreed to:
 Galileo International LLC	 	Agreed to:
 IBM Credit LLC






	 





	By:	 	/s/  PAT J. BOURKE      	 	By:	 	/s/  TOM DEMOPOULOS      
	 	 	
	 	 	 	

	 	 	Authorized Signature	 	 	 	Authorized Signature






	 





	Name (type or print):	 	Pat J. Bourke	 	Name (type or print):	 	Tom Demopoulos
	 	 	
	 	 	 	







	 





	Date:	 	 	 	Date:	 	1/25/2008
	 	 	
	 	 	 	






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Exhibit 10.32


Amendment 7 to Worldspan Asset Management Offering Agreement

Exhibit A Monthly Payments