Exhibit 10.29


 


FIRST
AMENDMENT


TO


SOFTWARE LICENSE AND SERVICES AGREEMENT


AND TO


MAINTENANCE, DATA AND OPERATIONS SERVICE LEVEL
AGREEMENT


 


FIRST AMENDMENT TO SOFTWARE
LICENSE AGREEMENT AND TO MAINTENANCE, DATA AND
OPERATIONS SERVICE LEVEL AGREEMENT by and between Galileo International,
L.L.C. (“Galileo”) and
ITA Software, Inc. (“ITA”).


 


WHEREAS, the parties have
entered into a Software License Agreement (the “Agreement”),
and a Maintenance, Data and Operations Service
Level Agreement (the “SLA”),
both dated as of October 3, 2002;


 


WHEREAS, the Agreement and
the SLA provide that they may be modified by written agreement;


 


WHEREAS,
the parties wish to amend certain provisions of the Agreement and the SLA;


 


NOW, THEREFORE, in
consideration of the foregoing the parties hereby agree as follows:


 


1.              Capitalized
Terms.  Capitalized terms used but
not defined herein shall have the respective meanings set forth in the
Agreement and the SLA, as applicable.


 


Amendments to the Agreement


 


2.              Definitions.  The following definitions are hereby added to
Section 1 of the Agreement:


“Domestic PNR”
means a PNR that is not an International PNR.


 “International
Location” means a location that is not within the United States
(including Hawaii, Puerto Rico and the US Virgin Islands) or Canada.


“International
PNR” means a PNR that includes an origin, stop or destination in, or
is based upon a point of sale in, an International Location.


“International Shopping
Query” means  a “LowFareSearch”,
as defined in the Documentation, that includes an origin, stop or destination
in, or is based upon a point of sale in, an International Location.


“International Other Query”
means either a “FareSearch” or a “ScheduleSearch”, both as defined in the
Documentation, that includes an origin, stop or destination in, or (in the case
of FareSearch) is based upon a point of sale in, an International Location.


 


PORTIONS OF THIS EXHIBIT MARKED BY AN (***)
HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


 


1

















 


3.             Definition of Airline Online
Users.  The definition of “Airline
Online Users” contained in Section 1(d) of the Agreement is hereby deleted in
its entirety and replaced with the following:


 


(d)           “Airline Online Users” means users of
web sites and/or other travel booking applications operated by or on behalf of
Airlines or their Affiliates that (i) utilize the Galileo System and/or other
travel booking or hosting services of Galileo or its Affiliates, and (ii) gain
access to the Licensed Software through or in connection with the utilization
of such Galileo services.


 


4.             License
Restrictions.  Section 2(b)(i) of the
Agreement is hereby deleted in its entirety and replaced with the following:


(i) Except as provided in Section 16(g),
Galileo shall not have the right to sublicense or transfer the Licensed
Software; provided that in the event Galileo elects to operate the Licensed
Software, Galileo may permit the Licensed Software to be used or operated on
its behalf by an Affiliate or a subcontractor engaged in the business of
providing computer operations services.


5.             Pricing.   Sections 6(a) through 6(d) of the Agreement
are hereby deleted in their entirety and replaced with the following:


6.     FEES AND EXPENSES


(a)   Per-PNR Online License Fee.


(i) Per-PNR Online License Fee. 
Beginning April 1, 2004, Galileo shall pay ITA a basic license fee for
the Online Use (the “Per-PNR Online License Fee”)
which will be an amount equal to the product of (A) the number of PNRs created
within the Galileo System resulting from the use of the Licensed Software by
Online Users, and (B) the applicable per-PNR price specified in Section
6(a)(ii) below.  The per-PNR prices will
be established separately for each successive six-month period beginning on
July 1 and January 1 of each year (each of which is referred to as a “License Fee Determination Period”), as follows: Galileo will
notify ITA of the Minimum Payment Commitment (as defined in Section 6(d)) it has
elected on or prior to the commencement of each License Fee Determination
Period.  (For the License Fee
Determination Period commencing January 1, 2004, the Minimum Payment Commitment
shall be (***).)  The Per-PNR prices in
effect for such License Fee Determination Period will be the amounts specified
in Section 6(a)(ii) below for the relevant License Fee Determination Period and
the Minimum Payment Commitment elected by Galileo for such License Fee
Determination Period, and will remain in effect until the beginning of the
following License Fee Determination Period.


(ii)  Per-PNR
Prices.  The prices for Domestic PNRs and
International PNRs are as follows:


 


2

















 


	
  License Fee

  	
   

  	
   

  	
   

  	
  Domestic

  	
   

  	
  International

  	
   

  
	
  Determination

  	
   

  	
  Minimum Payment

  	
   

  	
  Online

  	
   

  	
  Online

  	
   

  
	
  Period

  	
   

  	
  Commitment for

  	
   

  	
  Per-PNR

  	
   

  	
  Per-PNR

  	
   

  
	
  Beginning

  	
   

  	
  Six-Month Period

  	
   

  	
  Price

  	
   

  	
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-1-04 and

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  7-1-04

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-1-05 and

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  7-1-05

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-1-06 and

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  7-1-06

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  



 


(iii) Payment Terms.  Galileo shall pay the Per-PNR Online License
Fee on a monthly basis in arrears, as follows: 
Within 25 days after the end of each License Month, Galileo will certify
to ITA the number of Domestic PNRs and International PNRs generated by Online
Users during such License Month, and the amount of the Per-PNR Online License
Fee owed for such License Month, which shall be determined in accordance with
this Section 6(a).  Galileo will pay ITA,
simultaneously with each such certification, an amount equal to the Per-PNR
Online License Fee due for such License Month. 


(b)   Domestic Offline License
Fee.  The parties acknowledge
and agree that Galileo began using the Domestic Version of the Licensed
Software to provide services to Offline Travel Agents on March 16, 2004.  Galileo will pay (***) fee for the use of the
Domestic Version of the Licensed Software to provide services to Offline Travel
Agents (the “Domestic Offline License Fee”) in
the amount of (***) per year plus, beginning September 1, 2004, the CPI
Increase.  The Domestic Offline License
Fee will be payable in cash (***) in advance. 
ITA hereby acknowledges receipt of the Domestic Offline License Fee for the months of March and April, 2004.  Any (***) at the beginning or the end
of the license period will be (***).  The
Domestic Offline License Fee will be in addition to the Per-PNR Online License
Fee payable pursuant to Section 6(a). 
Galileo and ITA will work together to establish a mechanism of
distinguishing between Queries from Online Users and Queries from Offline
Users.  In the event Galileo is unable,
with respect to any of its customers, to create a technical means of
distinguishing between Queries from Online Users and Queries from Offline
Users, then Galileo will not provide the Licensed Software to any such customer
unless such customer has contractually agreed with Galileo to certify each
month the respective numbers of queries from


 


3

















 


Online and Offline Queries, which certifications will
be available for ITA’s review upon its reasonable request.  In the case of any such customer who fails so
to certify, use of the ITA Software by such customer will be suspended.


(c)   International Offline License Fee.


(i) 
Determination of International Offline License Fee. 
Beginning on the date Galileo begins using the International Version of
the Licensed Software to provide services to Offline Travel Agents, Galileo
will pay ITA a fee for such use (the “International Offline
License Fee”), which will be equal to the product of:  (i) the number of each type of International
Queries to the Licensed Software, and (ii) the applicable per-query price for
each type specified below; provided, however, that in no event will the
International Offline License Fee (***) (plus, beginning September 1, 2004, the
CPI Increase) during any International Offline License Fee Year (with the last
International Offline License Fee Year during the Term being prorated for the
purpose of determining such maximum). 
Each successive twelve-month period, beginning on the first day of the
calendar month following that in which Galileo begins paying the International
Offline License Fee, is referred to as an “International Offline
License Fee Year”.  The
per-query prices will be as follows:  (***)
per International Shopping Query; and (***) per International Other Query.  The International Offline License Fee will be
in addition to the Per-PNR Online License Fee payable pursuant to Section 6(a)
and the Domestic Offline License Fee pursuant to Section 6(b).


                (ii)  Payment Terms.  Galileo will pay the International Offline
License Fee on a monthly basis in arrears. 
Within 15 days after the end of each License Month, ITA will inform
Galileo of the number of each type of International Queries performed during
such License Month, and will invoice Galileo for the International Offline
License Fee.  Within 30 days after its
receipt of such notification and invoice, Galileo will pay such International
Offline License Fee to ITA.


(d)   Minimum Payment Commitment.


(i)  Determination of Minimum
Payment Commitment.  As used
herein, “Minimum Payment Commitment” means the
total amount that Galileo commits to pay ITA during each License Fee
Determination Period.  All amounts
payable to ITA by Galileo hereunder or under the SLA, other than services
billed pursuant to Section 6(f), will be credited toward fulfillment of the
Minimum Payment Commitment.  For the
purpose of determining the amount that should be credited toward the Minimum
Payment Commitment for a particular License Fee Determination Period: (1)
Per-PNR Online License Fees will be applied to the License Fee Determination
Period in which the relevant PNRs were created; (2) International Offline
License Fees will be applied to the License Fee Determination Period in which
the relevant Queries were performed; and (3) Domestic Offline License Fees and
all other fees will


 


4

















be applied to the License Fee Determination
Period with respect to which the fee was incurred (i.e.,
fees incurred “for the period June 1, 2004 to June 30, 2004” will be applied to
the License Fee Determination Period of January through June, 2004, regardless
of when the fees are invoiced by ITA or paid by Galileo).


(ii)  Payment
Terms.  Within 30 days after the end of each License
Fee Determination Period, ITA shall calculate the amount creditable toward the
Minimum Payment Commitment with respect to such License Fee Determination
Period, and if such amount is less than the Minimum Payment Commitment in
effect for such License Fee Determination Period, then ITA will invoice Galileo
for the shortfall.  Galileo will pay such
invoice within 30 days of receipt.”


6.              (***).  Section 6(e) of the
Agreement is hereby amended by adding to the third line, after the words (***),
the words “(including (***) code share partners, i.e.,
airlines that use the same IATA carrier designator as (***))”.


7.              Term.  Section 7(a) is hereby deleted and replaced
with the following:  “The term of this
Agreement and the license granted to Galileo hereunder shall commence on the
date hereof and shall end on December 31, 2006, unless terminated sooner or
renewed, each as provided herein.  Upon
the expiration of the initial term and each subsequent renewal term (if any),
the term of this Agreement shall be automatically extended for a period of one
year unless, on or before the date that is 90 days prior to the date of
expiration of the initial term or the renewal term, as applicable, Galileo
notifies ITA that it does not intend to renew the Agreement.”


 


Amendments to the SLA


 


8.             Governing Law.   Section 7.8(e) of the SLA is hereby amended
by changing the word “Delaware” to “New York”. 



9.             New Sections.  The following new sections are hereby added
to the SLA:


“7.9                           Duty to Notify.  ITA shall promptly notify Galileo (and its
designated Affiliates) upon becoming aware of any of the following, if ITA
reasonably believes that such event is likely to have an adverse impact on
Galileo’s use of the Licensed Software: (i) material problems with the Licensed
Software or any systems or infrastructure used in connection with the Licensed
Software; (ii) materially defective data provided via the Licensed Software;
(iii) material deviations from ITA’s Standard Operating Procedures; (iv)
unscheduled Maintenance, and (v) any other occurrences that could result in a
material degradation of fare quality or response times.  In addition, ITA shall give Galileo notice as
far in advance as reasonably possible of (a) installations of Upgrade Releases;
(b) scheduled maintenance, (c) any changes to the Licensed Software, the
Hardware, and/or the systems or infrastructure used in connection with the
Licensed Software that ITA reasonably believes are likely to result in a
degradation of fare quality or response times.


 


5

















7.10                           Parity.  ITA shall maintain parity between Galileo and
other licensees of the Licensed Software with respect to (A) problem
classification, reporting, and resolution; (B) the timing, frequency, and
quality of communications regarding: (i) changes to or problems with the
Licensed Software, or the Hardware, systems, data, or infrastructure used in
connection with the Licensed Software; or (ii) ways to optimize the quality of
fares generated by the Licensed Software.”


10.           Survival of
Provisions.  Except as specifically
amended hereby, the Agreement and the SLA will remain in all respects in full
force and effect.


 


IN WITNESS WHEREOF, the
parties have hereunto set their hands as of June 2, 2004.


 


	
  GALILEO INTERNATIONAL, L.L.C.

  	
   

  	
  ITA SOFTWARE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ S. Michael Lutz

  	
   

  	
  By:

  	
  /s/ Jeremy Wertheimer

  
	
   

  	
  S. Michael Lutz

  	
   

  	
   

  	
  Jeremy Wertheimer

  
	
   

  	
  Senior Vice President
  &

  	
   

  	
   

  	
  President

  
	
   

  	
  Chief Information Officer