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:



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

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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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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.: 9885094Jurisdiction of Organization:


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By:

/s/PAT J. BOURKE

AMO Agreement No.: ASVB594Authorized Signature


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Name (type or print):

Pat J. Bourke

IBM Customer Agreement No.: JJT-0003


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Date:

February 1, 2008

Term Lease Agreement No.: JJT-0001


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Agreed to:Worldspan, L.P.

Agreed to:International Business Machines Corporation


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By:

/s/PAT J. BOURKE

By:

/s/PETE TANKARDAuthorized Signature



Authorized Signature


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Name (type or print):

Pat J. Bourke

Name (type or print):

Pete Tankard


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Date:

February 1, 2008

Date:

February 4, 2008


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Agreed to:Galileo International LLC

Agreed to:IBM Credit LLC


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By:

/s/PAT J. BOURKE

By:

/s/TOM DEMOPOULOSAuthorized Signature



Authorized Signature


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Name (type or print):

Pat J. Bourke

Name (type or print):

Tom Demopoulos


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Date:

February 1, 2008

Date:

February 1, 2008


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