Re: Thirteenth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, as amended to date (“Agreement”) between Travelport, LP, (f/k/a Travelport International, L.L.C., hereinafter “Travelport”), Travelport Global Distribution System...

EXHIBIT 10.2

May 5, 2011

Travelport, LP

Travelport Global Distribution System B.V.

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Re: Thirteenth Amendment to Subscriber Services Agreement, dated as of July 23, 2007, as amended to date (“Agreement”) between Travelport, LP, (f/k/a Travelport 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 (“Subscriber”)

Ladies and Gentlemen:

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

Effective as May 5, 2011, (“Amendment Effective Date”), Galileo and Subscriber hereby agree as follows:

1.    Custom Terms and Conditions Revision. The Seventh Amendment to the Agreement is hereby deleted in its entirety and the Custom Terms and Conditions Attachment (Galileo Services) - North America to the Agreement is amended as set forth in Exhibit A.

2.    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 Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall govern. This 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 Amendment to be executed by the signatures of their respective authorized representatives.

Orbitz Worldwide, LLC		Travelport, LP By: Travelport Holdings LLC as General Partner
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇		Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP, Business Development		Title: VP, Sales
Date: 5/26/11		Date: 5/25/11
		Travelport Global Distribution System B.V.
		/s/ Marco van Ieperen
		Name: Marco van Ieperen
		Title: Director
		Date: 5/3/11