Exhibit 10.37


 


April 4, 2008


 


Galileo International,
L.L.C.


300 Galleria Parkway, N.W.


Atlanta, GA 30339


 


Re:                               Second 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
Second Amendment (“Second Amendment”) to the Agreement referenced above.  Capitalized terms used in this Second
Amendment and not otherwise defined shall be used as defined in the Agreement.


 


Effective as of full
execution of this Second Amendment, Galileo and Orbitz hereby agree as follows:


 


1.                                       The following shall be added to the Agreement
as Section 5.B(iv):


 


Movement of Segments between Travelport GDSs. 
Notwithstanding Section 2.G
of the Agreement, in the event that an Orbitz Worldwide Agency is unable to
make a Segment in the applicable Travelport GDS solely because the applicable
Travelport GDS is not capable of performing its intended functions (excluding
scheduled outages), the Orbitz Worldwide Agency may move that Segment (and any
other Segments in the same PNR) to another Travelport GDS.  Such Segment-by-Segment migration may
continue only for so long as the applicable Travelport GDS remains
unusable.  Galileo will build, at Galileo’s
cost, an interface to the Worldspan CRS for use by the Orbitz International
Agencies.  Until such interface is
completed and operating in a manner that does not have a material negative
commercial impact to the Orbitz International Agencies, if an Orbitz
International Agency is unable to make Segments in the applicable Travelport
GDS solely because the applicable Travelport GDS is not capable of performing
its intended functions (excluding scheduled outages), such Orbitz International
Agency can fail over to a non-Travelport GDS, only for so long as the
Travelport GDS remains unusable.


 


2.                                       General.  This
Second 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 Second Amendment agrees that, other than as expressly
set out in this Second Amendment, nothing in this Second 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 Second Amendment and the terms and conditions of the Agreement,
the terms and conditions of this Second Amendment shall govern.  This Second 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 Second Amendment to be executed by the signatures of
their respective authorized representatives.


 


	
  Orbitz
  Worldwide, LLC

  	
   

  	
  Galileo
  International, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Stephen C. Praven

  	
   

  	
  /s/ Michael Dodds

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Stephen
  C. Praven

  	
   

  	
  Name:

  	
  Michael Dodds

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP,
  Business Development

  	
   

  	
  Title:

  	
  GVP, Commercial Finance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  08/07/08

  	
   

  	
  Date:

  	
  June 10, 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Galileo
  Nederland B.V.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Marco Van Ieperen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marco Van Ieperen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  30 June 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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