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...

Exhibit 10.38

January 23, 2009

Travelport International, L.L.C.

Travelport Global Distribution System B.V.

000 Xxxxxxxx Xxxxxxx, X.X.

Xxxxxxx, XX 00000

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 vs. Galileo GDS) and by Subscriber entity (e.g., ebookers, Orbitz, Cheaptickets).  Galileo and Subscriber will true-up the

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.

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(* * *) 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/  Xxxxxx Xxxxxxxx		Signature:			/s/  Xxxx X. Xxxx
Name:			Xxxxxx Xxxxxxxx			Name:		Xxxx X. Xxxx
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/  Xxxx X. Xxxx
						Name:		Xxxx X. Xxxx
						Title:	Director
						Date:	January 8, 2009

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