Exhibit 10.29


 


FIRST AMENDMENT


TO


SOFTWARE LICENSE AND SERVICES AGREEMENT


AND TO


MAINTENANCE, DATA AND OPERATIONS SERVICE
LEVEL AGREEMENT


 


FIRST AMENDMENT TO SOFTWARE LICENSE AGREEMENT AND TO MAINTENANCE, DATA
AND OPERATIONS SERVICE LEVEL AGREEMENT by and between Galileo International,
L.L.C. (“Galileo”) and
ITA Software, Inc. (“ITA”).


 


WHEREAS, the parties have entered into a Software License Agreement
(the “Agreement”), and a Maintenance, Data
and Operations Service Level Agreement (the “SLA”),
both dated as of October 3, 2002;


 


WHEREAS, the Agreement and the SLA provide that they may be modified by
written agreement;


 


WHEREAS, the parties wish
to amend certain provisions of the Agreement and the SLA;


 


NOW, THEREFORE, in consideration of the foregoing the parties hereby
agree as follows:


 


1.                                         Capitalized
Terms. Capitalized terms used but not defined herein shall have the
respective meanings set forth in the Agreement and the SLA, as applicable.


 


Amendments to the Agreement


 


2.                                         Definitions.
The following definitions are hereby added to Section 1 of the Agreement:


 


“Domestic PNR”
means a PNR that is not an International PNR.


 


“International
Location” means a location that is not within the United States
(including Hawaii, Puerto Rico and the US Virgin Islands) or Canada.


 


“International PNR”
means a PNR that includes an origin, stop or destination in, or is based upon a
point of sale in, an International Location.


 


“International
Shopping Query” means  a “LowFareSearch”,
as defined in the Documentation, that includes an origin, stop or destination
in, or is based upon a point of sale in, an International Location.


 


“International
Other Query” means either a “FareSearch” or a “ScheduleSearch”, both
as defined in the Documentation, that includes an origin, stop or destination
in, or (in the case of FareSearch) is based upon a point of sale in, an
International Location.


 


 

















 


3.                                      Definition of (***).
The definition of “(***)” contained in Section 1(d) of the Agreement is hereby
deleted in its entirety and replaced with the following:


 


(d)                                 (***)


 


4.                                      License
Restrictions. Section 2(b)(i) of the Agreement is hereby deleted in its
entirety and replaced with the following:


 


(i) Except as provided in Section 16(g), Galileo shall not have the
right to sublicense or transfer the Licensed Software; provided that in the
event Galileo elects to operate the Licensed Software, Galileo may permit the
Licensed Software to be used or operated on its behalf by an Affiliate or a
subcontractor engaged in the business of providing computer operations
services.


 


5.                                      Pricing. Sections
6(a) through 6(d) of the Agreement are hereby deleted in their entirety and
replaced with the following:


 


6.              FEES AND EXPENSES


 


(a)                                  Per-PNR Online License Fee.


 


(i)
Per-PNR Online License Fee. Beginning April 1, 2004, Galileo
shall pay ITA a basic license fee for the Online Use (the “Per-PNR
Online License Fee”) which will be an amount equal to the product of
(A) the number of PNRs created within the Galileo System resulting from the use
of the Licensed Software by Online Users, and (B) the applicable per-PNR price
specified in Section 6(a)(ii) below. The per-PNR prices will be established
separately for each successive six-month period beginning on July 1 and January
1 of each year (each of which is referred to as a “License Fee
Determination Period”), as follows: Galileo will notify ITA of the
Minimum Payment Commitment (as defined in Section 6(d)) it has elected on or
prior to the commencement of each License Fee Determination Period. (For the
License Fee Determination Period commencing January 1, 2004, the Minimum
Payment Commitment shall be (***).)  The
Per-PNR prices in effect for such License Fee Determination Period will be the
amounts specified in Section 6(a)(ii) below for the relevant License Fee
Determination Period and the Minimum Payment Commitment elected by Galileo for
such License Fee Determination Period, and will remain in effect until the
beginning of the following License Fee Determination Period.


 


(ii)  Per-PNR Prices. The prices
for Domestic PNRs and International PNRs are as follows:


 


2

















 


	
  License Fee

  	
   

  	
   

  	
   

  	
  Domestic

  	
   

  	
  International

  	
   

  	 

	
  Determination

  	
   

  	
  Minimum Payment

  	
   

  	
  Online

  	
   

  	
  Online

  	
   

  	 

	
  Period

  	
   

  	
  Commitment for

  	
   

  	
  Per-PNR

  	
   

  	
  Per-PNR

  	
   

  	 

	
  Beginning

  	
   

  	
  Six-Month Period

  	
   

  	
  Price

  	
   

  	
  Price

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-1-04 and

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  7-1-04

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-1-05 and

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  7-1-05

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-1-06 and

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  7-1-06

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  	
  (***)

  	
   

  
										



 


(iii) Payment Terms. Galileo
shall pay the Per-PNR Online License Fee on a monthly basis in arrears, as
follows:  Within 25 days after the end of
each License Month, Galileo will certify to ITA the number of Domestic PNRs and
International PNRs generated by Online Users during such License Month, and the
amount of the Per-PNR Online License Fee owed for such License Month, which
shall be determined in accordance with this Section 6(a). Galileo will pay ITA,
simultaneously with each such certification, an amount equal to the Per-PNR
Online License Fee due for such License Month. 


 


(b)                                 (***)


 


3

















 


(c)                                  (***)


 


(d)                                 Minimum
Payment Commitment.


 


(i)  Determination of Minimum
Payment Commitment. As used herein, “Minimum
Payment Commitment” means the total amount that Galileo commits to
pay ITA during each License Fee Determination Period. All amounts payable to
ITA by Galileo hereunder or under the SLA, other than services billed pursuant
to Section 6(f), will be credited toward fulfillment of the Minimum Payment
Commitment. For the purpose of determining the amount that should be credited
toward the Minimum Payment Commitment for a particular License Fee
Determination Period: (1) Per-PNR Online License Fees will be applied to the
License Fee Determination Period in which the relevant PNRs were created; (2) (***)
will be applied to the License Fee Determination Period in which the relevant
Queries were performed; and (3) (***) and all other fees will


 


4

















 


be applied to
the License Fee Determination Period with respect to which the fee was incurred
(i.e., fees incurred “for the period June
1, 2004 to June 30, 2004” will be applied to the License Fee Determination
Period of January through June, 2004, regardless of when the fees are invoiced
by ITA or paid by Galileo).


 


(ii)  Payment Terms. Within 30
days after the end of each License Fee Determination Period, ITA shall
calculate the amount creditable toward the Minimum Payment Commitment with
respect to such License Fee Determination Period, and if such amount is less
than the Minimum Payment Commitment in effect for such License Fee
Determination Period, then ITA will invoice Galileo for the shortfall. Galileo
will pay such invoice within 30 days of receipt.”


 


6.                                         (***)


 


7.                                         Term. Section
7(a) is hereby deleted and replaced with the following:  “The term of this Agreement and the license
granted to Galileo hereunder shall commence on the date hereof and shall end on
December 31, 2006, unless terminated sooner or renewed, each as provided herein.
Upon the expiration of the initial term and each subsequent renewal term (if
any), the term of this Agreement shall be automatically extended for a period
of one year unless, on or before the date that is 90 days prior to the date of
expiration of the initial term or the renewal term, as applicable, Galileo
notifies ITA that it does not intend to renew the Agreement.”


 


Amendments to the SLA


 


8.                                      Governing Law.
Section 7.8(e) of the SLA is hereby amended by changing the word “Delaware” to “New
York”.


 


9.                                         New
Sections. The following new sections are hereby added to the SLA:


 


“7.9                           Duty to Notify. ITA
shall promptly notify Galileo (and its designated Affiliates) upon becoming
aware of any of the following, if ITA reasonably believes that such event is
likely to have an adverse impact on Galileo’s use of the Licensed Software: (i)
material problems with the Licensed Software or any systems or infrastructure
used in connection with the Licensed Software; (ii) materially defective data
provided via the Licensed Software; (iii) material deviations from ITA’s
Standard Operating Procedures; (iv) unscheduled Maintenance, and (v) any other
occurrences that could result in a material degradation of fare quality or
response times. In addition, ITA shall give Galileo notice as far in advance as
reasonably possible of (a) installations of Upgrade Releases; (b) scheduled
maintenance, (c) any changes to the Licensed Software, the Hardware, and/or the
systems or infrastructure used in connection with the Licensed Software that
ITA reasonably believes are likely to result in a degradation of fare quality
or response times.


 


5

















 


7.10                           Parity. ITA shall
maintain parity between Galileo and other licensees of the Licensed Software
with respect to (A) problem classification, reporting, and resolution; (B) the
timing, frequency, and quality of communications regarding: (i) changes to or
problems with the Licensed Software, or the Hardware, systems, data, or
infrastructure used in connection with the Licensed Software; or (ii) ways to
optimize the quality of fares generated by the Licensed Software.”


 


10.                                Survival of
Provisions. Except as specifically amended hereby, the Agreement and the
SLA will remain in all respects in full force and effect.


 


IN WITNESS WHEREOF, the parties have hereunto set their hands as of
June 2, 2004.


 


	
  GALILEO
  INTERNATIONAL, L.L.C

  	
   

  	
  ITA
  SOFTWARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ S.
  Michael Lutz

  	
   

  	
   

  	
  By:

  	
  /s/ Jeremy
  Wertheimer

  	
   

  
	
   

  	
  S. Michael Lutz

  	
   

  	
   

  	
  Jeremy Wertheimer

  
	
   

  	
  Senior Vice President &

  	
   

  	
   

  	
  President

  
	
   

  	
  Chief Information Officer

  	
   

  	
   

  
							



 


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