exv10w1






Exhibit 10.1



February 18, 2010




Travelport, LP

Travelport Global Distribution System B.V.

300 Galleria Parkway, N.W.

Atlanta, GA 30339




	 	 	 

	Re:

	 	Sixth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 (“Agreement”)
between Travelport, LP, (f/k/a Travelport 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
(“Subscriber”)





Ladies and Gentlemen:



This letter constitutes a Sixth Amendment (“Amendment”) to the Agreement referenced above.
Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the
Agreement.



Effective as of the date of this Amendment (“Amendment Effective Date”), Galileo and Subscriber
hereby agree as follows:



1. The following new provision is inserted as Section 27 of the Agreement:





	 	27.	 	Galileo and Orbitz Funding of Orbitz Marketing Programs.
	 
	 	A.	 	Marketing Program. From time to time during the Term of the Agreement,
Galileo and Orbitz may agree to contribute money toward a marketing program to be
conducted by Orbitz (each, a “Marketing Program”) pursuant to the terms of this Amendment.
The goals of such Marketing Programs shall be to generate bookings through Orbitz.com and
to generate Segments on one or more Travelport GDS or as otherwise mutually agreed between
the parties. In connection with each Marketing Program, Galileo and Orbitz shall enter
into a Summary of Marketing Program Terms, substantially in the form attached hereto as
Exhibit A.
	 
	 	B.	 	Initial Marketing Program. Galileo and Orbitz agree to fund, and Orbitz
agrees to conduct, the following initial Marketing Program (“Initial Marketing Program”):





	 	 	 	 	 

	 

	 	Total Marketing Dollars Cap:
	 	Up to [**] (the actual total
amount to be referred to as “Total
Marketing Dollars”)
	 
	 	 	 	 
	 

	 	Galileo Marketing Contribution Cap:
	 	Up to [**] (the actual total
amount to be referred to as “Galileo
Marketing Contribution”)





 


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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	 	Orbitz Marketing Contribution Cap:
	 	Up to [**] (the actual total
amount to be referred to as “Orbitz
Marketing Contribution”)







	 	C.	 	Funding. Galileo and Orbitz shall fund the Initial Marketing Program, with
the amount of each Party’s contribution to be up to the Galileo Marketing Contribution Cap
and Orbitz Marketing Contribution Cap, respectively. Orbitz shall run online marketing
campaigns (each, a “Marketing Campaign”), with the timing and nature of each Marketing
Campaign to be determined by Orbitz after reasonable consultation with Galileo. The
parties will evaluate the results of each Marketing Campaign, and each party shall
determine in its sole discretion after such evaluation whether or not to contribute
additional money to the Initial Marketing Program for additional Marketing Campaigns. The
Marketing Campaigns may include (without limitation) paid advertisements on travel
research websites (for example, Travelzoo.com) or paid search marketing on search engines
(for example, Google). If the Total Marketing Dollars are not expended during the
Marketing Campaign, any unused amounts will be returned to the parties in proportion to
each party’s contribution.
	 
	 	D.	 	Other Terms. Provided that the parties agree on the amounts of the Orbitz
Marketing Contribution and Galileo Marketing Contribution on a timely basis, Orbitz shall
use commercially reasonable efforts to spend the Total Marketing Dollars on Marketing
Campaigns that will run by April 30, 2010. In connection with each Marketing Campaign,
Orbitz shall provide Galileo with (i) a summary of the payments made under the Marketing
Campaign, and (ii) Orbitz’s best estimate of the number of Segments booked as a result of
the Marketing Campaign (delineated by Travelport GDS and, to the extent practicable,
identifying the number of Segments generated during the Marketing Campaign that are
incremental in nature).




2. General. This 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
Amendment, nothing in this 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 Amendment and the terms and conditions
of the Agreement, the terms and conditions of this Amendment shall govern. This 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.







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The Parties have caused this Amendment to be executed by the signatures of their respective
authorized representatives.




	 	 	 	 	 	 	 	 	 	 	 

	Orbitz Worldwide, LLC	 	 	 	Travelport, LP	 	 
	 	 	 	 	 	 	By: WS Holdings LLC as General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Stephen C. Praven
	 	 
	 	Signature:
	 	 /s/ Scott Hyden
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Stephen C. Praven
	 	 	 	 	 	Name: Scott Hyden	 	 
	 

	 	Title: VP, Business Development
	 	 	 	 	 	Title: VP, Sales	 	 
	 

	 	Date: 2/22/10
	 	 	 	 	 	Date: 3/2/10	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Travelport Global Distribution System B.V.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature: 
	 	 /s/ Marco van Ieperen	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Marco Van Ieperen	 	 
	 

	 	 	 	 	 	 	 	Title: Director	 	 
	 

	 	 	 	 	 	 	 	Date: 03 March 2010	 	 






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Exhibit A

Summary of Marketing Program Terms



This Summary of Marketing Program Terms (“Summary of Terms”) is entered into [INSERT DATE]
(“Effective Date”) by and between Orbitz Worldwide, LLC (“Orbitz”) and Travelport, LP (“Galileo”).
This Summary of Terms is subject to the terms and conditions of the Subscriber Services Agreement,
dated July 23, 2007, between Orbitz, Galileo and Travelport Global Distribution System B.V. as
amended (“Agreement”). In the event of a conflict between any term of the Agreement and this
Summary of Terms, the Agreement shall control, unless expressly stated in this Summary of Terms.
Any capitalized term used but not defined herein shall have the meaning assigned to it in the
Agreement.



Galileo and Orbitz agree to fund, and Orbitz agrees to conduct, the following Marketing Program:



Total Marketing Dollars:



Galileo Marketing Contribution:



Orbitz Marketing Contribution:



Orbitz Marketing Activities:



Other Terms:



The Parties have caused this Summary of Terms to be executed by the signatures of their respective
authorized representatives.




	 	 	 	 	 	 	 	 	 

	Orbitz Worldwide, LLC	 	 	 	Travelport, LP

By: WS Holdings LLC as General Partner
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 
	 	Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 






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