Exhibit 10.38  January 23,
2009  Travelport
International, L.L.C. Travelport
Global Distribution System B.V. 300
Galleria Parkway, N.W. Atlanta,
GA 30339  Re:Third Amendment to Subscriber Services
Agreement, dated as of July 23, 2007, 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 (Agreement)  Ladies and Gentlemen:  This
letter constitutes a Third Amendment (Third Amendment) to the Agreement
referenced above.  Capitalized terms used
in this Third Amendment and not otherwise defined shall be used as defined in
the Agreement.  Effective
as of full execution of this Third Amendment, Galileo and Subscriber hereby
agree as follows:  1.The following new provision is inserted as Section 26
of the Agreement:  26.  PAYMENT OF NET SEGMENT INCENTIVES  Notwithstanding the payment
terms set forth in Paragraph B of the Productivity Program
section of the Custom Terms and Conditions Attachment
(Galileo Services)  North America, Paragraph B of the Productivity Program section of the Custom Terms
and Conditions Attachment (Galileo Services) - Europe and Paragraph
B of the Productivity Program section of the Custom Terms and Conditions Attachment (Worldspan Services),the
following payment terms shall apply during the Contract Year commencing on January 1,
2009 and ending on December 31, 2009. 
On January 1, 2009, April 1, 2009, July 1, 2009 and October 1,
2009 (or if such date is not a business day, the first business day thereafter),
Galileo will pay Subscriber via wire transfer (* * *), representing (* * *) payment
of net Segment Incentives in the amount of (* * *) (such amount, the (* * *) Net Segment Incentives) for each month in the
calendar quarter.  Within 15 days of the
end of each month, Galileo will prepare and send to Subscriber a reconciliation
statement that will identify for the prior month all charges incurred by the
Orbitz Worldwide Agencies (Total Charges),
the total Segment Incentives and other fees earned by the Orbitz Worldwide
Agencies (Total Incentives) and the Total
Incentives less the Total Charges (Net Segment Incentives).  These monthly reconciliation statements will
break down each of the items by Travelport GDS (Worldspan GDS vs. Galileo GDS)
and by Subscriber entity (e.g., ebookers, Orbitz, Cheaptickets).  Galileo and Subscriber will true-up the  
 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.  1


(* * *) Net Segment Incentives
according to the following process:  (i) if
the reconciliation statement shows that the Net Segment Incentives exceed the (*
* *) Net Segment Incentives, then within 15 days following receipt of the
reconciliation statement, Galileo will pay Subscriber via wire transfer the
difference between the Net Segment Incentives and the (* * *) Net Segment
Incentives; and (ii) if the reconciliation statement shows that the (* *
*) Net Segment Incentives exceeds the Net Segment Incentives, then, within 15
days following receipt of the reconciliation statement, Subscriber will pay
Galileo via wire transfer the difference between the (* * *) Net Segments and
the Net Segment Incentives.  2.General.  This Third 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 Third Amendment, nothing
in this Third 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 Third Amendment and the terms
and conditions of the Agreement, the terms and conditions of this Third
Amendment shall govern.  This Third
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 Third Amendment to be executed by the signatures of
their respective authorized representatives.  Orbitz
  Worldwide, LLC
  
  Travelport
  International, L.L.C.Signature:
  /s/  Marsha
  Williams
  
  Signature:
  /s/  Eric J. BockName:
  Marsha
  Williams
  
  Name:
  Eric J. BockTitle:
  SVP
  & CFO
  
  Title:
  Executive Vice President, General Counsel & SecretaryDate:
  January
  8, 2009
  
  Date:
  January
  8, 2009   Travelport
  Global Distribution System B.V.Signature:
  /s/  Eric J. BockName:
  Eric J. BockTitle:
  DirectorDate:
  January
  8, 2009  2