Exhibit 10.36


 


February 8, 2008


 


Galileo International,
L.L.C.


300 Galleria Parkway, N.W.


Atlanta, GA 30339


 


Re:          First Amendment to Subscriber Services Agreement, dated as
of July 23, 2007, between Galileo International, L.L.C., Galileo Nederland
B.V. and Orbitz Worldwide, LLC (“Agreement”)


 


Ladies and Gentlemen:


 


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


 


Effective November 19,
2007, Galileo and Orbitz hereby agree as follows:


 


1.             Amendment to Custom Terms and Conditions Attachment
(Galileo Services) — North America.  Paragraph
A of the “Productivity Program” section of the Custom Terms and Conditions Attachment (Galileo Services) — North
America is deleted in its entirety and replaced by the following
provision:


 


A.           Each month, Galileo will calculate the total number of net Segments
made by the Orbitz Domestic Agencies through the Galileo Services during the
prior month.  For each Segment made by
the entities specified below, and subject to the AirTran Section and jetBlue
Section below, Galileo will credit Subscriber the respective Segment
Incentive set forth below:


 


	
  Entity

  	
   

  	
  Segment Incentive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Orbitz

  	
   

  	
  (* * *

  	
  )

  
	
  Cheaptickets

  	
   

  	
  (* * *

  	
  )

  
	
  TFB

  	
   

  	
  (* * *

  	
  )

  
	
  Lodging

  	
   

  	
  (* * *

  	
  )

  
	
  Neat

  	
   

  	
  (* * *

  	
  )

  



 


2.             Amendment to Custom Terms and
Conditions Attachment (Galileo Services) — North America.  The following provision is added to the Custom Terms and Conditions Attachment (Galileo Services) — North
America:


 


JETBLUE


 


For
U.S. points-of-sale bookings made on jetBlue by Orbitz Domestic Agencies using
Galileo Services, each month, Galileo will calculate the total number of net jetBlue
segments made by the Orbitz Domestic Agencies through the Galileo Services
during the prior month.  For each such jetBlue
segment, Galileo will credit Subscriber a Segment Incentive in the amount of (*
* *), and Subscriber will not be charged a (* * *).


 






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.


 

















 


3.             Amendment to Custom Terms and
Conditions Attachment (Worldspan Services). 
Paragraph A of the “Productivity Program”
section of the Custom Terms and Conditions Attachment
(Worldspan Services) is deleted in its entirety and replaced by the
following provision:


 


A.           Each month, Galileo will calculate the total
number of net Segments made by the Orbitz Domestic Agencies through the
Worldspan Services during the prior month. 
For each Segment made by such Orbitz Domestic Agencies, Galileo will
credit Subscriber a Segment Incentive in the amount of (* * *).  Further, for U.S. points-of-sale bookings made
on jetBlue, each month, Galileo will calculate the total number of net jetBlue
segments made by such Orbitz Domestic Agencies during the prior month.  For each such jetBlue segment, Galileo will
credit Subscriber a Segment Incentive in the amount of (* * *) and Subscriber
will not be charged a (* * *).


 


4.             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 First Amendment and the terms and conditions of the
Agreement, the terms and conditions of this First Amendment shall govern.  This First Amendment may be executed by the
Parties in separate counterparts and each counterpart shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.


 


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


 


	
  Orbitz
  Worldwide, LLC

  	
   

  	
  Galileo
  International, L.L.C.

  
	
   

  	
   

  	
   

  
	
  /s/  Seth A. Brody

  	
   

  	
  /s/  Kevin Mooney

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Seth A. Brody

  	
   

  	
  Name:

  	
  Kevin Mooney

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  GVP,
  Americas Business Operations

  	
   

  	
  Title:

  	
  Chief Commercial Officer

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  3/6/08

  	
   

  	
  Date:

  	
  3/6/08

  
									



 


	
   

  	
   

  	
  Galileo
  Nederland B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  
									



 


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