EXHIBIT 10.1
 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.
    
    Subscriber Agreement. Travelport and OWW agree to amend the Subscriber Agreement, in
accordance with the terms set forth in the Eleventh Amendment to the Subscriber Agreement,
attached hereto as Schedule A.2.
    
    Air Vendor. Travelport and OWW agree to enter into the Agreement Relating to AA
Ticketing Authority attached hereto as Schedule B.3.
    
    Fare Search; ebookers Websites; Supplier Link. Travelport and OWW agree to enter
into the Agreement Relating to ITA, ebookers and Supplier Link attached hereto as Schedule
C.4.
    
    Direct Connect; General. This letter agreement, Schedule A, Schedule B and Schedule
C do not in any way constitute consent from Travelport for OWW to discuss or enter into a
direct connect arrangement with any air carrier and does not in any way constitute a waiver by
OWW of any rights to discuss or enter into a direct connect arrangement with any air carrier.
Further, this letter agreement, Schedule A, Schedule B and Schedule C shall not operate to
waive either partys rights with respect to Section 5.C of the Subscriber Agreement. This
letter agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto or their successors in interest. This letter agreement shall be construed and
enforced in accordance with, and the rights and duties of the parties shall be governed by,
the laws of the State of Illinois without regard to the principles of conflicts of law. This
letter agreement 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.
  Orbitz Worldwide, LLC
    
    Travelport, LP
 1




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##### 



/s/ Mike Nelson
    
    
    /s/ Kurt EkertName:
    Mike Nelson
    
    
    Name:
    Kurt EkertTitle:
    President, PSG
    
    
    Title:
    CCODate: 2/1/11
    
    
    Date: 2/1/11
 2




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Schedule A
 Eleventh Amendment to Subscriber Agreement
 A - 1




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Re:
    
    Subscriber Services Agreement, dated as of July 23, 2007, between Travelport, LP (f/k/a
Galileo International, L.L.C.) (Travelport), Travelport Global Distribution Systems B.V.
(f/k/a Galileo Nederland B.V.) (TGDS) and Orbitz Worldwide, LLC (Subscriber), as amended
to date (the Subscriber Agreement)
    1.
    
    Material Revenue Change. Subject to Section 2 of this Amendment, Section 20 of the
Subscriber Agreement shall be deleted in its entirety and replaced with the following:
 MATERIAL REVENUE CHANGE
 A.
    
    In the event that Galileo decreases by (***) percent ((***)%) or more the
Participation Fees (as defined in Section 1.EE) per Segment payable to Galileo for (***)
Segments booked via the Orbitz Worldwide Agencies through the Travelport GDSs on a
country-by-country basis so that the blended Participation Fees per Segment after the
decrease are below the blended Participation Fees per Segment in effect as of (***) (the
Fee Change), then, effective as of the date of the Fee Change (the Fee Change Effective
Date) and subject to Section 20.B, the Segment Incentives provided under this Agreement
in the relevant country in connection with the particular Services affected shall be
reduced by (***) of the amount of the Fee Change percentage that exceeds (***) percent
((***)%). For example, assume Galileo decreased its blended Participation Fees per
Segment across the Travelport GDSs in the United States effective as of July 1, 2011 and
such decreases resulted in a (***) percent ((***)%) decrease in the blended Participation
Fees per Segment booked via the Orbitz Domestic Agencies below the blended Participation
Fees per Segment in effect as of (***), then the Segment Incentives set forth on the
Custom Terms and Conditions Attachment (Galileo Services)  North America and on the
Custom Terms and Conditions Attachment (Worldspan Services) shall be decreased by (***)%
(i.e., (***)of (***)%, which is the percentage decrease in the blended Participation Fees
per Segment that exceeds (***)%) effective as of July 1, 2011, subject to Section 20.B.
 - 1 -




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B.
    
    Any decrease in Segment Incentives pursuant to Section 20.A shall further be subject
to the following, to be applied on a country-country basis:
 (i)
    
    The blended change in participation fees per segment for Galileos
subscribers other than the Orbitz Worldwide Agencies establishes a Baseline Fee
Change Percentage. The percentage decrease to Segment Incentives payable to
Subscriber for any country shall in any event be no greater than (***) percent
((***)%) more than the Baseline Fee Change Percentage. By way of example, Examples 1,
2 and 3 set forth in Exhibit A to the Eleventh Amendment to this Agreement
demonstrate the calculation of Segment Incentives payable to Subscriber pursuant to
this Section 20.B(i).(ii)
    
    In the event that Galileos blended Participation Fees per Segment for
Segments booked through the Orbitz Worldwide Agencies are reduced by (***) percent
((***)%) or more following the effective date of the Eleventh Amendment to this
Agreement, then, notwithstanding Sections 20.A or 20.B(i), the Segment Incentives
payable to Subscriber shall be decreased such that (x) Galileos blended Participation
Fees less Segment Incentives per Segment, is not less than (y) $(***) plus applicable
processing costs; provided, however, if Galileo Discriminates (hereinafter defined)
against Subscriber, then this Section 20.B(ii) shall not be effective. For purposes
hereof, Discrimination means that the blended Participation Fees per Segment (by
ticket type) paid by Vendors shall be materially lower for Segment bookings made by
the Orbitz Worldwide Agencies than the blended participation fees per segment (by
ticket type) for segments bookings made by Galileo subscribers other than Orbitz
Worldwide Agencies. For purposes of this Section 20.B(ii), Galileos processing costs
in the U.S. shall be capped at $(***) per Segment booked through the Orbitz Domestic
Agencies. By way of example, Example 4 set forth in Exhibit A to the Eleventh
Amendment to this Agreement demonstrates the calculation of Segment Incentives payable
to Subscriber taking into account this Section 20.B(ii) for U.S. points of sale.
 2.
    
    Effectiveness. This Amendment shall become effective as of the Amendment Effective
Date and shall continue to be in effect until the earlier of the date, if any, that
(i) the Audit Committee of the Board of Directors of OWW (the Audit Committee), acting
reasonably and in good faith, shall determine that OWW and any air Vendor are engaged
(directly or indirectly) in discussions that are reasonably likely to result in OWW having a
Direct Connect relationship with that air Vendor, or (ii) OWW consummates a Direct Connect
relationship with any air Vendor. Under this Section 2, a Direct Connect does not include
OWWs Supplier Link obligations existing as of the Amendment Effective Date with Continental,
Delta, US Airways, Alaska, and Midwest provided such obligations are not expanded or renewed.
OWW shall ensure that the Audit Committee will diligently monitor any discussions that OWW may
have regarding a potential Direct Connect relationship with any air Vendor and will make a
determination such as described in clause (i) of the previous sentence as soon as such a
determination is reasonably justified. In addition, OWW will notify Travelport immediately if
either event described in clauses (i) and (ii) of the first sentence of this Section 2 occurs,
in which event, effective as of the date of either such event, (x) this Amendment shall be
terminated and of no further force and effect, and (y) the forgoing provisions of Section 20
of the Subscriber Agreement shall be replaced with the provisions that were in effect prior to
this Amendment.
 - 2 -




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3.
    
    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 Subscriber Agreement. Each Party to this Amendment agrees that, except as
expressly provided in this Amendment, nothing in this Amendment is intended to alter the
rights, duties and obligations of the Parties under the Subscriber 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 Subscriber
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.
  Orbitz Worldwide, LLC
    
    
    Travelport, LP/s/ Mike Nelson
    
    
    /s/ Kurt EkertName:
    Mike Nelson
    
    
    Name:  Kurt EkertTitle:
    President, PSG
    
    
    Title:    CCODate: 2/1/11
    
    
    Date: 2/1/11Travelport Global Distribution System B.V.Signature:
    /s/ Marco van IeperenName:  Marco van IeperenTitle:  DirectorDate: 2/23/11
 - 3 -




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Schedule B
 Agreement Relating to AA Ticketing Authority
 B - 1




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##### 



AGREEMENT RELATING TO AA TICKETING AUTHORITY
   Travelport, LP v. American Airlines, Inc.
      1.
    
    Loss of AA Ticketing Authority. Subject to the provisions of Section 4
below, Travelport will increase the applicable air Segment Incentive to OWW by $(***) per
air Segment for air Segments booked by Orbitz.com through the Worldspan CRS under the
Subscriber Services Agreement, dated as of July 23, 2007, to which Travelport and OWW
are parties (the Subscriber Agreement), as Segment is defined in the Subscriber
Agreement and as the number of air Segment booked by Orbitz.com through the Worldspan CRS
is determined on the basis of the records maintained by Travelport in the ordinary course
of its business.It is the intent of the parties that payment of the increased air Segment incentive set
forth in this Section 1 will be based on no less than (***) air Segments and no more than
(***) air Segments being booked by Orbitz.com through the Worldspan CRS during each (***)
period commencing as of the Effective Date and the (***) thereafter during the period
 - 1 -




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that this Agreement is in effect (the Term), as provided in Section 4. Within 10 days
after the end of the Term, Travelport will calculate the actual number of air Segments
booked by Orbitz.com through the Worldspan CRS during the Term, and if that actual number
of air Segments is more than (***) times the number of such (***) periods during the Term
or less than (***) times the number of such (***) periods during the Term, then the parties
will reconcile the amount paid pursuant to this Section 1 so that (a) in the case where the
actual number of air Segments are more than a (***) average of (***), the amount payable
will be no more than (i) $(***), multiplied by (ii) (***), multiplied by (iii) the number
of such (***) periods during the Term, with any excess amount above the amount payable
based upon (***)(***) air Segments that may have been paid being promptly repaid to
Travelport by OWW, and (b) in the case where the actual number of air Segments are less
than a (***) average of (***), the amount payable will be no less than (i) $(***)
multiplied by (ii) (***), multiplied by (iii) the number of such (***) period during the
Term, with any unpaid amount below the amount payable based upon (***) (***) air Segments
being promptly paid to OWW by Travelport. On a monthly basis during the Term, the parties
agree to review the number of air Segments booked by Orbitz.com through the Worldspan CRS
to determine if an adjustment of these terms is appropriate to accomplish the purposes of
this Agreement.Other than actions that it normally takes, or fails to take, in the ordinary course of it
business, OWW shall not take any action (including, but not limited to, moving air Segments
from CheapTickets.com. to Orbitz.com), or fail to take any action, for the purpose of
increasing the compensation payable to OWW pursuant to this Section 1 or otherwise
circumventing the purposes of this Agreement.Any dispute between the parties as to the amount of compensation payable by Travelport to
OWW under this Section 1 shall be resolved by binding arbitration in accordance with the
provisions of Section 13 of the Subscriber Agreement as if that dispute were a Dispute as
defined in Section 13 of the Subscriber Agreement.2.
    
    Mitigation. OWW shall use commercially reasonable efforts (without taking
into consideration the payments it receives from Travelport pursuant to Section 1) to
mitigate losses resulting from the loss of AA ticketing authority.3.
    
    Repayment. If and when this Agreement is terminated as provided in Section 4
below, then OWW shall repay to Travelport any amounts paid by Travelport pursuant to
Section 1 for periods after the effective date of such termination and any amounts that
may be determined to be overpayments made before the effective date of such termination.
OWW shall not be required to repay any amounts paid by Travelport pursuant to Section 1
for periods preceding the effective date of such termination except to the extent that
those amounts are determined to be overpayments.4.
    
    Effectiveness. This Agreement shall become effective as of the Effective
Date and shall continue to be in effect until the earliest of (a) April 21, 2011, (b) the
date, if any on
 - 2 -




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##### 



which OWWs ticketing authority is reinstated by AA for Orbitz.com, or (c) the date, if
any, that (i) the Audit Committee of the Board of Directors of OWW (the Audit Committee),
acting reasonably and in good faith, shall determine that OWW and AA are engaged (directly
or indirectly) in discussions that are reasonably likely to result in OWW having a Direct
Connect (as defined in the Subscriber Agreement) relationship with AA, or (ii) OWW
consummates a Direct Connect relationship (directly or indirectly) with AA. OWW shall
ensure that the Audit Committee will diligently monitor any discussions that OWW may have
regarding a potential Direct Connect relationship with AA and will make a determination
such as described in clause (c)(i) of the previous sentence as soon as such a determination
is reasonably justified. In addition, OWW will notify Travelport immediately if any of the
events described in clauses (a), (b), (c)(i) and (c)(ii) of the first sentence of this
Section 4 occurs, in which event, effective as of the date of the earliest of such event,
this Agreement shall be terminated and of no further force and effect. The parties agree
to use good faith, commercially reasonable efforts to negotiate an extension of
compensation from Travelport to OWW beyond April 21, 2011 if, as of that date, all of the
following conditions exist: (x) Orbitz.com continues to lack AA ticketing authority; (y)
OWW has not consummated a Direct Connect relationship (directly or indirectly) with AA; and
(z) the Audit Committee has not determined, pursuant to its obligations in this Section 4,
that OWW is engaged (directly or indirectly) in discussions that are reasonably likely to
result in OWW having a Direct Connect relationship with AA; provided, however, neither
party shall be obligated to agree to any such compensation or any specific provisions
related to such compensation.5.
    
    Governing Law; Entire Agreement. This Agreement shall be governed by the
laws of the State of Illinois, without regard to its conflict-of-law principles. This
Agreement constitutes the entire agreement between the parties, and supersedes any prior
agreements (written or oral), concerning its subject matter.
  Orbitz Worldwide, LLC
    
    
    Travelport, LP/s/ Mike Nelson
    
    
    /s/ Kurt EkertName:
    Mike Nelson
    
    
    Name:
    Kurt EkertTitle:
    President, PSG
    
    
    Title:
    CCODate: 2/1/11
    
    
    Date: 2/1/11
 - 3 -




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Schedule C
 Agreement Relating to ITA, ebookers and Supplier Link
 C - 1




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##### 



AGREEMENT RELATING TO ITA, EBOOKERS AND SUPPLIER LINK
        1.
    
    Travelport Consent. Subject to Section 2 below, Travelport consents to OWW
proceeding with an arrangement with ITA Software, Inc. (ITA), which arrangement provides for
the use of ITAs airfare search solution after December 31, 2011 by the OWW Domestic Consumer
Websites (the OWW-ITA Arrangement).2.
    
    Google/ITA. If the acquisition of ITA by Google Inc. does not close by December 31,
2011, then OWW shall elect (such election to be made in OWWs sole discretion) to either:
 a.
    
    replace the percentage (***)% with the percentage (***)% in
subsection 3.a, and replace the amount $(***)/PNR with the amount $(***)/PNR
in subsection 3.b; orb.
    
    make a one-time payment of (***) dollars ($(***)) to Travelport, no
later than March 31, 2012.
 OWW covenants that its existing agreement, and any future agreements that it may have, with
ITA will not prevent or restrict OWW from complying with its obligations in this Section 2
and in Section 3 below.
 - 1 -




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3.
    
    e-Pricing.
 a.
    
    Commencing no later than December 31, 2011 and continuing through December
31, 2014, OWW shall price a minimum of (***)% of searches for the OWW Domestic
Consumer Websites using e-Pricing. OWW shall use methodology substantially consistent
with its practices with ITA to determine which searches to send to e-Pricing (i.e.,
OWW shall not send to e-Pricing Eligible Segments that OWW has a reasonable basis to
believe will generate a higher look-to-book ratio than searches sent to ITA).b.
    
    In connection with OWWs use of e-Pricing pursuant to Section 3.a and subject
to Section 3.d, OWW shall pay Travelport $(***)/PNR created on the OWW Domestic
Consumer Websites using e-Pricing. Such fee includes all fixed and variable costs,
including hardware. No fee shall apply to OWWs testing of e-Pricing pursuant to the
last sentence of Section 3.c.c.
    
    Commencing (***) and continuing throughout the remainder of the term of the
Subscriber Agreement, provided Googles acquisition of ITA closes, and further
provided that Travelport has satisfied the condition stated in the next sentence
concerning e-Pricing functionality, OWW will price (***)% of its air searches for the
OWW Domestic Consumer Websites using e-Pricing. OWWs obligation set forth in the
previous sentence is preconditioned on the functionality of e-Pricing performing equal
to or better than the ITA airfare search solution in all material respects, taking
into consideration only the actual capabilities of e-Pricing and the ITA airfare
search solution at the time of migration (rather than planned or anticipated
improvements to either product). In connection with determining whether e-Pricing
performs equal to or better than ITA in all material respects, OWW shall use all
commercially reasonable efforts to test e-Pricing until it meets the precondition
described in the preceding sentence.d.
    
    If OWW migrates to e-Pricing pursuant to Section 3.c, then in connection with
OWWs use of e-Pricing for the OWW Domestic Consumer Websites, OWW shall pay
Travelport $(***)/PNR created on the OWW Domestic Consumer Websites. However, if
Travelports blended Participation Fees per Segment for Segments booked through the
Orbitz Domestic Agencies under the Subscriber Agreement are reduced by (***) percent
((***)%) or more following the Effective Date, then OWW shall pay Travelport
$(***)/PNR (rather than $(***)/PNR) created on the OWW Domestic Consumer Websites in
connection with OWWs use of e-Pricing. If OWW migrates to e-Pricing pursuant to
Section 3.c, then for the duration of OWWs use of e-Pricing for the OWW Domestic
Consumer Websites, Travelport will maintain e-Pricings performance levels at a
minimum consistent with those at the time of the migration, and further Travelport
will maintain the performance of the e-Pricing functionality in
 - 2 -




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a manner so that it is substantially equivalent to the functionality of other
airfare search solutions. The fees set forth in this Section 3.d shall include all
fixed and variable costs, including hardware.
 4.
    
    ebookers Websites.
 a.
    
    In addition to any other obligations that OWW may have pursuant to the
Subscriber Agreement, OWW shall use commercially reasonable, good faith efforts to
migrate the ebookers Websites that do not use the Travelport GDSs to the Galileo GDS
as soon as commercially practicable.b.
    
    OWW will use the following criteria to determine when e-Pricing satisfies the
threshold for ebookers to migrate to the Galileo GDS: latency, bookability, fare
diversity and ability to find the lowest price. OWW and Travelport will work together
in the thirty (30) days following the Effective Date to determine the specific
migration thresholds.c.
    
    Once e-Pricing satisfies the applicable metrics for a country-specific
ebookers Website, the parties will migrate that particular ebookers Website to the
Galileo GDS. Where commercially practical, the parties will test and migrate certain
country-specific ebookers Websites to the Galileo GDS simultaneously. Upon migration
of an ebookers Website to the Galileo GDS, OWW will pay Travelport $(***)/PNR created
on the migrated ebookers Website using e-Pricing.d.
    
    OWW shall be subject to a commercially reasonable excess transaction
allowance (ETA) for the ebookers Websites migrated to the Galileo GDS. The ETA will
be mutually agreed between the parties and will not be less favorable to OWW than
OWWs current costs using a non-Galileo GDS solution. OWW shall represent to
Travelport that the ETA is equivalent to OWWs current costs using a non-Galileo GDS
solution and shall permit a third-party auditor, selected and paid for by Travelport
and subject to OWWs reasonable approval, which auditor shall be bound by
confidentiality obligations, to confirm that such representation is correct.
 5.
    
    Supplier Link Agreements.
 a.
    
    (***) Supplier Link. Travelport represents and warrants to OWW that
nothing in its Second Amendment to the Content Agreement (Travelport  (***)
Agreement) with (***) ((***)) is detrimental to OWW. Travelport shall permit a
third-party auditor, selected and paid for by OWW and subject to Travelports
reasonable approval, which auditor shall be bound by confidentiality obligations,
to confirm that the provisions in the Travelport  (***) Agreement do not
detrimentally impact OWW. OWW shall not be required to pay (in the form of a
Segment Incentive reduction or otherwise) Travelport in connection with the
contemplated migration of (***)s Supplier Link to the Worldspan GDS.
 - 3 -




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OWW shall
use all reasonable efforts to obtain (***)s consent to the migration of OWWs
Supplier Link to the Worldspan GDS and, provided that (***) confirms in writing to
OWW that (***) so consents, OWW shall move (***)s Supplier Link bookings to the
Worldspan GDS no later than February 15, 2011. OWW may keep the (***) Supplier
Link connection open for a reasonable period of time following February 15, 2011,
solely to continue to provide service in connection with bookings previously made.
OWW may re-commence making (***) Supplier Link bookings if the commercial
arrangement contemplated by the Travelport  (***) Agreement, as it relates to
OWWs compensation and access to content, ceases, and such re-commencement shall
not be considered an expansion of Supplier Link and shall not violate Section
5.C(i) of the Subscriber Agreement, so long as OWW books only those segments
previously eligible to be booked in the (***) Supplier Link connection in
accordance with the provisions of the Subscriber Agreement.
 b.
    
    Remaining Supplier Link Agreements.
 i.
    
    OWW agrees to migrate each of the remaining Supplier Link
Carriers still processing segments through Supplier Link ((***)) to the
Worldspan GDS, upon the satisfaction of the following conditions: (1) the
Supplier Link Carrier agrees in a definitive agreement with OWW to permit OWW
to cease processing the Supplier Link Carriers segments through the Supplier
Link Agreement, and (2) either (A) the Supplier Link Carrier agrees with OWW
not to terminate the carriers Charter Associate Agreement prior to December
31, 2013, or (B) either the Supplier Link Carrier or Travelport provides OWW
with commercial benefits substantially equivalent to those provided under the
carriers Charter Associate Agreement through at least December 31, 2013.ii.
    
    OWW shall not be required to take a reduction in Segment
Incentives (as that term is defined in the Subscriber Agreement) payable by
Travelport as a result of the migration of the Supplier Link carrier to the
Worldspan GDS. Following completion of the migration of a Supplier Link
Carrier to the Worldspan GDS, OWW shall make an annual payment to
Travelport (through December 31, 2014), such payment to equal the amount
of operational cost savings realized by OWW due to the elimination of the
Supplier Link service for that Supplier Link Carrier. Other than as set
forth in this Section 6.b.ii, OWW shall have no obligation to fund any
reductions in Participation Fees (as that term is defined in the
Subscriber Agreement) agreed between Travelport and a Supplier Link
Carrier in connection with the Supplier Link Carriers agreement to
migrate the Supplier Link bookings to the Worldspan GDS.
 - 4 -




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iii.
    
    OWW will actively cooperate with Travelport to secure and
complete the migrations of the remaining Supplier Link carriers to the
Worldspan GDS as soon as reasonable.iv.
    
    OWWs Segment Incentives under the Subscriber Agreement shall
not be subject to Section 20 (Material Revenue Change) of the Subscriber
Agreement as a result of Travelport and a Supplier Link Carrier agreeing to
new Participation Fees in connection with the migration of Supplier Link
segments to the Worldspan GDS. Once an airline is migrated from Supplier Link
to the Worldspan GDS, the amounts paid by OWW to Travelport reflecting annual
operational cost savings for former Supplier Link Carriers will not be taken
into consideration in determining Travelports compliance with Section 21
(Subscriber Terms and Conditions Commitment) of the Subscriber Agreement.v.
    
    OWW may re-commence making Supplier Link bookings for a
migrated Supplier Link Carrier if the commercial arrangement contemplated by
the agreement between Travelport and the Supplier Link Carrier, as it relates
to OWWs compensation and access to content, ceases, and such re-commencement
shall not be considered an expansion of Supplier Link and shall not violate
Section 5.C(i) of the Subscriber Agreement, so long as OWW books only those
segments previously eligible to be booked in the Supplier Link connection in
accordance with the provisions of the Subscriber Agreement.
 6.
    
    Effectiveness. This Agreement shall become effective and continue as follows:
 a.
    
    With respect to Sections 6 and 8, this Agreement shall become
effective asof the Effective Date and shall continue and survive any
termination or expiration of this Agreement or any provision thereof.b.
    
    With respect to Section 1, this Agreement shall become effective as
of the Effective Date and shall continue until the earlier of (i) the closing of
the OWW-ITA Arrangement, and (ii) December 31, 2011c.
    
    With respect to Sections 2, 3 and 4, the closing of the OWW-ITA
Arrangement on or before December 31, 2011 shall be a precondition to the
effectiveness of these provisions, and if and only if the closing of the OWW-ITA
Arrangement occurs on or before December 31, 2011, those provisions of this
Agreement shall take effect and continue through the term of the Subscriber
Agreement.d.
    
    With respect to Sections 5 and 7, this Agreement shall become
effective as of the Effective Date and continue until (a) with respect to Sections
5.b.ii, 5.b.iv, and 7, through the term of the Subscriber Agreement; and (b) with respect to Section 5
 - 5 -




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(other than Sections 5.b.ii and 5.b.iv), until all Supplier
Link Carriers have been moved to the Worldspan GDS.
 7.
    
    Subscriber Agreement. Except as expressly provided in this Agreement, nothing in
this Agreement is intended to alter the rights, duties and obligations of the parties under
the Subscriber Agreement, which shall remain in full force and effect. In the event of a
conflict between the terms and conditions of this Agreement and the terms and conditions of
the Subscriber Agreement, the terms and conditions of this Agreement shall govern.8.
    
    Governing Law; Entire Agreement. This Agreement shall be governed by the laws of the
State of Illinois, without regard to its conflict-of-law principles. This Agreement
constitutes the entire agreement between the parties, and supersedes any prior agreements
(written or oral), concerning its subject matter.
  Orbitz Worldwide, LLC
    
    
    Travelport, LP/s/ Mike Nelson
    
    
    /s/ Kurt EkertName:
    Mike Nelson
    
    
    Name:
    Kurt EkertTitle:
    President, PSG
    
    
    Title:
    CCODate: 2/1/11
    
    
    Date: 2/1/11
 - 6 -