exv10w24






EXHIBIT 10.24



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.




EXECUTION COPY




January 23, 2009




Travelport International, L.L.C.

Travelport Global Distribution System B.V.

300 Galleria Parkway, N.W.

Atlanta, GA 30339





	Re:	 	Third Amendment to Subscriber Services Agreement, dated as of July 23, 2007, between
Travelport International, L.L.C., (f/k/a Galileo 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 (“Agreement”)





Ladies and Gentlemen:



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



Effective as of full execution of this Third Amendment, Galileo and Subscriber hereby agree as
follows:





	 	1.	 	The following new provision is inserted as Section 26 of the Agreement:
	 
	 		 	26. PAYMENT OF NET SEGMENT INCENTIVES
	 
	 	 	 	Notwithstanding the payment terms set forth in Paragraph B of the “Productivity
Program” section of the Custom Terms and Conditions Attachment (Galileo Services) —
North America, Paragraph B of the “Productivity Program” section of the Custom Terms
and Conditions Attachment (Galileo Services) — Europe and Paragraph B of the
“Productivity Program” section of the Custom Terms and Conditions Attachment (Worldspan
Services), the following payment terms shall apply during the Contract Year commencing
on January 1, 2009 and ending on December 31, 2009. On January 1, 2009, April 1, 2009,
July 1, 2009 and October 1, 2009 (or if such date is not a business day, the first
business day thereafter), Galileo will pay Subscriber via wire transfer (***),
representing (***) payment of net Segment Incentives in the amount of (***) (such
amount, the “(***) Net Segment Incentives”) for each month in the calendar quarter.
Within 15 days of the end of each month, Galileo will prepare and send to Subscriber a
reconciliation statement that will identify for the prior month all charges incurred by
the Orbitz Worldwide Agencies (“Total Charges”), the total Segment Incentives and other
fees earned by the Orbitz Worldwide Agencies (“Total Incentives”) and the Total
Incentives less the Total Charges (“Net Segment Incentives”). These monthly
reconciliation statements will break down each of the items by Travelport GDS
(Worldspan GDS




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	 	 	 	vs. Galileo GDS) and by Subscriber entity (e.g., ebookers, Orbitz, Cheaptickets).
Galileo and Subscriber will true-up the (***) Net Segment Incentives according to the
following process: (i) if the reconciliation statement shows that the Net Segment
Incentives exceed the (***) Net Segment Incentives, then within 15 days following
receipt of the reconciliation statement, Galileo will pay Subscriber via wire transfer
the difference between the Net Segment Incentives and the (***) Net Segment Incentives;
and (ii) if the reconciliation statement shows that the (***) Net Segment Incentives
exceeds the Net Segment Incentives, then, within 15 days following receipt of the
reconciliation statement, Subscriber will pay Galileo via wire transfer the difference
between the (***) Net Segments and the Net Segment Incentives.
	 
	 	2.	 	General. This Third 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 Third Amendment, nothing in this Third 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 Third Amendment and the terms and conditions of
the Agreement, the terms and conditions of this Third Amendment shall govern. This Third
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.






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



	 	 	 	 	 	 	 
	Orbitz Worldwide, LLC	 	Travelport International, L.L.C.
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Marsha Williams
	 	Signature:
	 	/s/ Eric J. Bock
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Marsha Williams
	 	Name:
	 	Eric J. Bock
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	SVP & CFO
	 	Title:
	 	Executive Vice President, General Counsel & Secretary
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	January 8, 2009
	 	Date:
	 	January 8, 2009
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Travelport Global Distribution System B.V.
	 
	 	 	 	 	 	 
	 

	 	 	 	Signature:
	 	/s/ Eric J. Bock
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Eric J. Bock
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Director
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	January 8, 2009
	 

	 	 	 	 	 	 






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