Exhibit 10.34


 


Amendment 9 to


Worldspan
Asset Management Offering Agreement


 


This amendment is the ninth
amendment (“Amendment 9”) 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, Amendment 7 effective
as of October 1, 2007 and  Amendment
8, effective as of October 1, 2007 (collectively, the “AMO Agreement”). (“Amendment
8” along with Amendments 1 – 7 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 9 unless
otherwise provided herein or inconsistent with the content hereof.


 


The purposes of this Amendment 9 are to replace,
modify, or add certain terms in the AMO Agreement with the terms specified in
this Amendment 9.


 


This Amendment 9 becomes effective as of October 1,
2007 (the “Effective Date of Amendment 9”).


 


This Amendment 9 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 9 made by reliable means is considered an original.


 


The Parties agree that this Amendment 9, 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 9.


 


Except for the changes
specified in this Amendment 9 all other terms and conditions of the AMO Agreement
remain unchanged.  In the event of a
conflict between this Amendment 9 and the AMO Agreement, this
Amendment 9 will prevail.


 


The Parties agree that, as of the Effective Date of
Amendment 9, the AMO Agreement shall be amended as follows:


 


1.  Section 37 of the AMO Agreement is
hereby deleted in its entirety and replaced with the following:


 


From October 1, 2007
through December 31, 2008, the Monthly Payment includes allotments, which are
not financed by IBM Credit, that may be used by Galileo to acquire System z,
System p, System x, Disk, Tape, Communications and Storage Upgrade
Products as set forth in the tables below (the “Machines”). 
These allotments will be referred to as the “Machines Allotments.”


 


All Machines acquired
under this Section 37 will be acquired at the then current fair values for
such Machines or in accordance with any other agreements that may currently be
in effect between IBM and the Travelport Enterprise at the time of the
transaction, and such acquisition of Machines and use of the Machines Allotments
shall be confirmed by the Parties in an Order Letter.  If Galileo elects to use any of the Machines
Allotments for Machines for which the Travelport Enterprise has been billed by
and paid IBM between the Effective Date of Amendment 6 and the date the
Parties execute Amendment 6, then Galileo will notify IBM thereof and the
amount of any such payment will be issued as a credit on account for
application to the Monthly Payments due under this AMO Agreement.


 


For System x Products
only, a purchase order issued by Galileo (“Galileo PO”) will be accepted as the
ordering Transaction Document  in lieu of
an Order Letter under the AMO Agreement. 
IBM will perform a monthly reconciliation of such Galileo POs to add the
amounts due for System 


 


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. 



 

















 


Products orders to the
Monthly Payments, which shall be confirmed by the Parties in an Order Letter.


 


The Disk, Tape, Storage Upgrade, System p, and
System x Allotments are limited to the acquisition of IBM Machines
(including warranty upgrades) plus applicable software (acquired pursuant to
the terms and conditions of the IPLA) and software maintenance (acquired
pursuant to the terms and conditions of either the Agreement for Acquisition of
Software Maintenance or the Passport Advantage Agreement currently in effect
between IBM and Galileo) directly from IBM. 
The System z Allotment is limited to the acquisition of System z
Machines only directly from IBM. The Communications Allotment is limited to the
acquisition of networking equipment manufactured by either IBM or CISCO, Inc.,
which maybe acquired directly from IBM (or from a Supplier, upon receipt of an
invoice and, if the Machines are leased by IBM Credit, a Certificate of
Acceptance).


 


Notwithstanding anything in this Section 37 to the
contrary, for each of the periods shown in the tables below, Galileo may elect
to substitute up to one hundred percent (100%) of each of the Machines
Allotment amounts shown in the tables below between and among the seven (7) Product
types specified therein, as confirmed by an Order Letter.


 


In the event that Galileo does not use the entire Machines
Allotment amount specified for any Product type for any applicable period by
the end of that period, then Galileo may elect, upon prior written notice to
IBM, to defer any remaining balance of such Machines Allotment to a time
following such period and prior to the Expiration Date or apply it towards
acquiring other Machines directly from or through IBM under this AMO Agreement,
as confirmed by an Order Letter.


 


In
the event of expiration or termination of this AMO Agreement, [**] ([**]%) of
any unused Machines Allotments  on the date of expiration or
termination will be retained by IBM and the remaining amount (for clarity, [**]
([**]%) of the remaining unused Machines Allotments) shall be refunded to
Galileo.


 


The Products acquired under these Machines Allotments
are not financed by IBM Credit.  In the
event the Parties desire to lease any of the Machines acquired under these
Machines Allotments, then upon IBM Credit’s approval, such leasing transactions
shall be confirmed by the Parties in an Order Letter.


 


The amount of the Machines Allotment
for each Product Type for each of the periods shown below is set forth in the
following table:


 


	
  Period

  	
   

  	
  Product Type

  	
   

  	
  Amount

  
	
  10/01/07 –
  12/31/07

  	
   

  	
  System p

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
  System x

  	
   

  	
  $

  	
  [**]

  
	
  1/01/08 –
  12/31/08

  	
   

  	
  Disk

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
  Tape

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
  System z

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
  System p

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
  System x

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
  Communications

  	
   

  	
  $

  	
  [**]

  
	
  Total

  	
   

  	
   

  	
   

  	
  $

  	
  [**]

  



 


	
  Period

  	
   

  	
  Product Type

  	
   

  	
  Amount

  
	
  10/01/07 – 6/30/08

  	
   

  	
  Storage Upgrades

  	
   

  	
  $

  	
  [**]

  
	
  7/01/08 – 6/30/09

  	
   

  	
  Storage Upgrades

  	
   

  	
  $

  	
  [**]

  
	
  7/01/09 – 6/30/10

  	
   

  	
  Storage Upgrades

  	
   

  	
  $

  	
  [**]

  
	
  7/01/10 – 6/30/11

  	
   

  	
  Storage Upgrades

  	
   

  	
  $

  	
  [**]

  
	
  7/01/11– 6/30/12

  	
   

  	
  Storage Upgrades

  	
   

  	
  $

  	
  [**]

  
	
  7/01/12 – 6/30/13

  	
   

  	
  Storage Upgrades

  	
   

  	
  $

  	
  [**]

  
	
  Total

  	
   

  	
   

  	
   

  	
  $

  	
  [**]

  



 


2

















 


2.   Supplier
Allotments:  The
AMO Agreement is amended by adding after Section 45
thereof a new Section 46
to read as follows:


 


“46.0 
Supplier Allotments


 


The Monthly Payments
assume that Galileo will acquire certain Products and Services (collectively,
the “Supplied Items”), directly from a Supplier and an allotment of funds, as
set forth in the table below have been included for that purpose (collectively,
the “Supplier Allotments”).   In this
section, “Supplier” means any authorized IBM Business Partner unless otherwise
specified below. The Supplier Allotments are not financed by IBM Credit, but
rather are accrued through the Monthly Payments.


 


	
  Allotment Type

  	
   

  	
  Period

  	
   

  	
  Period

  Amount

  
	
  1

  	
  System x (see Note 1)

  	
   

  	
  1/01/08 – 12/31/08

  	
   

  	
  $

  	
  [**]

  
	
  2

  	
  VMware S&S (see
  Note 2)

  	
   

  	
  1/01/11 – 12/31/11

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
   

  	
  1/01/12 – 12/31/12

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
   

  	
  1/01/13 – 6/30/13

  	
   

  	
  $

  	
  [**]

  
	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  $

  	
  [**]

  



 


Note 1:   System x Products and Services:  May be used to acquire IBM System x
Products and Services from an authorized IBM Business Partner (the “System x
Supplier Allotment”, consisting of “System x Supplied Items”). The System x
Allotment is available for use on January 1st of its allotment period.


 


Note 2:    VMware S&S:  May be used to acquire VMware EULA
Software Subscription and Support (“S&S”) acquired directly from VMware
(the “VMware S&S Allotment”, consisting of “VMware S&S Supplied Items”).
The VMware S&S Allotment is available for use on January 1st of each
allotment period.


 


With respect to the
Supplied Items, Galileo is responsible for: a) selecting the specific items; b)
selecting the Supplier as defined below; and c) negotiating the price with such
Supplier(s).


 


Galileo shall provide IBM
with an IBM Acceptance Certificate (the general format of which is attached
hereto as Exhibit O) and invoice(s) for Supplied Items from the
applicable Supplier when Galileo requests IBM to pay Supplier Allotment funds
to a Supplier.  Upon receipt of this
documentation, IBM shall promptly pay the applicable Supplier from the Supplier
Allotment funds on behalf of Galileo. 
Payment to the Suppliers is contingent upon  IBM’s collection and clearance of the
current  Monthly Payment from Galileo.


 


Galileo and its Suppliers
are solely responsible for the proper calculation of sales and use taxes, and
the remittance of this tax to the proper taxing authorities.  Any such tax must be specifically identified
in any invoice from Galileo’s Suppliers that is submitted to IBM.


 


IBM will perform a
monthly reconciliation of the amounts paid to Supplier(s) on Galileo’s
behalf with System x Supplier Allotment, which shall be confirmed by the
Parties in an Order Letter.


 


If any particular
Supplier Allotment is not fully depleted in a given year, the unused balance
may be used in the subsequent years of this AMO Agreement for that Supplied
Item type, not to exceed the totals shown in the table above, or used past the
Expiration Date.


 


IBM shall have no
obligation to pay Supplier Allotment funds to Suppliers after the Expiration
Date, notwithstanding any other provisions of this AMO Agreement.


 


Except to the extent IBM’s
Statement of Limited Warranty imposes warranty obligations on IBM for IBM
Products, Galileo agrees to indemnify and hold IBM harmless from any damages or
liabilities relating to the transaction between Galileo and its Suppliers.  IBM will not be liable for any dispute that
may arise between Galileo and its Suppliers.


 


3

















 


IBM’s
sole and entire liability under this subsection of the AMO
Agreement is limited to prompt payment     of
the Supplier Allotment funds to Suppliers as described in this section.


 


If any particular IBM
Supplier Allotment is not fully depleted in a given year, the unused balance
may be used in the subsequent years of this AMO Agreement for that Product or
Service type, not to exceed the totals shown in the table above, or used past
the Expiration Date


 


The Products and Services acquired under the Supplier
Allotments are not financed by IBM Credit. 
In the event the Parties desire to lease or finance any of the Products
or Services acquired under these Machines Allotments, then upon IBM Credit’s
approval, such transactions shall be confirmed by the Parties in an Order
Letter.


 


In the event of
expiration or termination of this AMO Agreement, [**] ([**]%) of any unused
Supplier Allotment on the date of expiration or termination will be retained by
IBM and the remaining amount (for clarity, [**] ([**]%) of the remaining unused
Supplier Allotment) shall be refunded to Galileo.”


 


4

















 


	
  Agreed to:

  	
   

  	
   

  	
   

  	
   

  
	
  Travelport Inc.

  	
   

  	
   

  	
  Customer No.: 9885094

  	
   

  
	
   

  	
   

  	
  Jurisdiction of Organization:

  	
   

  
	
  By:

  	
    /s/
  David Lauderdale

  	
   

  	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
  AMO Agreement No.: ASVB594

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (type or print): 

  	
    David
  Lauderdale

  	
   

  	
  IBM Customer Agreement No.:
  JJT-0003

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
    2/20/2008

  	
   

  	
  Term Lease Agreement No.: JJT-0001

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Agreed to:

  	
   

  	
  Agreed to:

  	
   

  
	
  Worldspan Technologies Inc., its
  General Partner

  	
   

  	
  International
  Business Machines Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:
  

  	
    /s/ David Lauderdale

  	
   

  	
  By:
  

  	
    /s/
  Pete Gagliardi

  
	
  Authorized Signature

  	
   

  	
  Authorized Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name
  (type or print): 

  	
    David Lauderdale

  	
   

  	
  Name
  (type or print): 

  	
    Pete
  Gagliardi

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
    2/20/2008

  	
   

  	
  Date: 

  	
    2/20/2008

  
	
   

  	
   

  	
   

  	
   

  
	
  Agreed to:

  	
  Agreed
  to:

  	
   

  
	
  Galileo International
  LLC

  	
   

  	
  IBM
  Credit LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:  

  	
    /s/
  David Lauderdale

  	
   

  	
  By: 

  	
    /s/
  Tom Demopoulos

  
	
  Authorized Signature

  	
   

  	
  Authorized
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name (type or print):  

  	
    David Lauderdale

  	
   

  	
  Name
  (type or print): 

  	
    Tom
  Demopoulos

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:  

  	
    2/20/2008

  	
   

  	
  Date: 

  	
    2/20/2008

  
																				



 


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