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Exhibit 10.33    
    


 
  Amendment 8 to
  Galileo Asset Management Offering Agreement    
    


        This amendment is the eighth amendment ("Amendment 8") 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, Amendment 6, effective as of October 1, 2007 and Amendment 7 effective as of October 1,
2007 (collectively, the "AMO Agreement"). ("Amendment 7" along with Amendments 1–6 and the AMO Agreement are collectively referred to as the "AMO Agreement"). 


        Each
term defined in the AMO Agreement shall have the same meaning in this Amendment 8 unless otherwise provided herein or inconsistent with the content hereof. 



        The
purposes of this Amendment 8 are to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 8. 


        This
Amendment 8 becomes effective as of October 1, 2007 (the "Effective Date of Amendment 7"). 


        This
Amendment 8 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 8 made by reliable means is considered an original. 



        The
Parties agree that this Amendment 8, which includes the associated documents attached hereto, 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 8. 


        Except
for the changes specified in this Amendment 8 all other terms and conditions of the AMO Agreement remain unchanged. In the event of a conflict between this
Amendment 8 and the AMO Agreement, this Amendment 8 will prevail. 


        The
Parties agree that, as of the Effective Date of Amendment 8, the AMO Agreement shall be amended as follows: 


        1.     Section 19(c)
of the AMO Agreement is hereby deleted in its entirety and replaced with the following: 



        "(c)
Travelport LLC will maintain at all times a published corporate family rating from Moody's Investors Services greater than or equal to [**]." 




        2.     Section 19(d)
of the AMO Agreement is hereby deleted in its entirety. 





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. 







 

        3.     Subpart (iii)
of the first paragraph of Section 26 of the AMO Agreement is amended by deleting only the words "subject to Section 19(d)". 



	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:	 	February 1, 2008	 	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 TANKARD      
	 	 	
	 	 	 	

	 	 	Authorized Signature	 	 	 	Authorized Signature






	 





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







	 





	Date:	 	February 1, 2008	 	Date:	 	February 4, 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:	 	February 1, 2008	 	Date:	 	February 1, 2008
	 	 	
	 	 	 	






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Exhibit 10.33


Amendment 8 to Galileo Asset Management Offering Agreement