Exhibit 10.32

Amendment 7 to  Worldspan Asset Management Offering Agreement

This amendment is the seventh amendment ("Amendment 7") 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 and Amendment 6, effective as of October 1, 2007 (collectively, the "AMO Agreement") and referred to
hereafter as the "Galileo Asset Management Offering Agreement".

Each
term defined in the AMO Agreement shall have the same meaning in this Amendment 7 unless otherwise provided herein or inconsistent with the content hereof.

The
purposes of this Amendment 7 are (i) to replace, modify, or add certain terms in the AMO Agreement with the terms specified in this Amendment 7.

Provided
that Worldspan, TP, Galileo, IBM and IBM Credit have signed and delivered this Amendment 7 on or before February 11, 2008, this Amendment 7 becomes
effective as of October 1, 2007 (the "Effective Date of Amendment 7").

This
Amendment 7 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 7 made by reliable means is considered an original.

The
Parties agree that this Amendment 7 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 7.

Except
for the changes specified in this Amendment 7, all other terms and conditions of the AMO Agreement remain unchanged. In the event of a conflict between this
Amendment 7 and the AMO Agreement, this Amendment 7 will prevail.

The
Parties agree that, as of the Effective Date of Amendment 7, the AMO Agreement shall be amended as follows:

1.0Replace the seventh paragraph on page one of Amendment 6 in its entirety with the following:



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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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2.0    Monthly Payments Exhibit.Exhibit A (Monthly Payments) to the AMO Agreement is replaced in its entirety with a new
Exhibit A, shown below.

Exhibit A  Monthly Payments

Month-Year

Monthly Payment

Number of PaymentsOct-2007

$
[**]

1Nov-2007 (Includes application of $[**] for OL 459)

$
[**]

1Dec-2007

$
[**]

1Jan-2008Jun-2008

$
[**]

6Jul-2008Aug-2008

$
[**]

2Sep-2008

$
[**]

1Oct-2008Jun-2009

$
[**]

9Jul-2009Jun-2010

$
[**]

12Jul-2010Oct-2010

$
[**]

4Nov-2010Jun-2011

$
[**]

8Jul-2011Jun-2012

$
[**]

12Jul-2012Jun-2013

$
[**]

12


2

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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:



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 GAGLIARDIAuthorized Signature



Authorized Signature


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Name (type or print):

Pat J. Bourke

Name (type or print):

Pete Gagliardi


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Date:



Date:

1/25/2008


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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:



Date:

1/25/2008


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