Exhibit 10.1

SEPARATION AGREEMENT

by and between

TRAVELPORT LIMITED

and

ORBITZ WORLDWIDE, INC.

Dated as of July 25, 2007.

 

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
		1
Section 1.1 Certain Definitions
ARTICLE II THE TRANSACTIONS
Section 2.1 General		11
Section 2.2 Transfer of Assets		11
Section 2.3 Assumption and Satisfaction of Liabilities		12
Section 2.4 Intercompany Accounts		13
Section 2.5 Limitation of Liability		13
Section 2.6 Transfers Not Effected On or Prior to the Date Hereof; Transfers Deemed Effective as of the Date Hereof		14
Section 2.7 Conveyancing and Assumption Instruments		16
Section 2.8 Further Assurances		16
Section 2.9 Novation of Liabilities		17
Section 2.10 Guarantees		18
Section 2.11 Disclaimer of Representations and Warranties		20
Section 2.12 Allocation of Costs and Expenses		21
ARTICLE III EQUITY PURCHASE RIGHTS
Section 3.1 Equity Purchase Rights		22
ARTICLE IV FINANCIAL AND OTHER INFORMATION
Section 4.1 Ten Percent Threshold		23
Section 4.2 Twenty Percent Threshold		23
Section 4.3 Fifty Percent Threshold		28
Section 4.4 Attorney Client Privilege		29
ARTICLE V REGISTRATION RIGHTS
Section 5.1 Piggyback Registrations		30
Section 5.2 Requested Registrations		31
Section 5.3 Registration Procedures		32
Section 5.4 Restriction on Disposition of Registrable Securities		35
Section 5.5 Selection of Underwriters		35
Section 5.6 Registration Expenses		35

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Section 5.7 Conversion of Other Securities		36
Section 5.8 Rule 144		36
Section 5.9 Transfer of Registration Rights		36
ARTICLE VI BUSINESS AND REGISTRATION STATEMENT INDEMNIFICATION
Section 6.1 General Cross Indemnification		37
Section 6.2 Registration Statement Indemnification		38
Section 6.3 Contribution		39
Section 6.4 Procedure		40
Section 6.5 Other Matters		40
ARTICLE VII OTHER PROVISIONS
Section 7.1 Insurance		41
Section 7.2 Non-Solicitation; Non-Hire.		41
Section 7.3 Form S-8		42
Section 7.4 Regulatory Approvals		42
Section 7.5 Charter Provision		42
Section 7.6 Access to Historical Records		42
Section 7.7 Records Stemming from Affiliate Relationship		43
Section 7.8 Litigation and Settlement Cooperation		43
Section 7.9 Cendant Transition Services Agreement		44
Section 7.10 Cendant Separation Agreement		44
Section 7.11 Corporate Names and Other Parties’ Trademarks.		44
Section 7.12 Information.		45
Section 7.13 Travelport Credit Facility; Indentures		45
Section 7.14 GIGADA and PFS Agreement Reporting		45
Section 7.15 Payment of Dividend to TDS		46
ARTICLE VIII EMPLOYMENT MATTERS
Section 8.1 Employees on Travelport or OWW Payroll		46
ARTICLE IX DISPUTE RESOLUTION
Section 9.1 Negotiation		46
Section 9.2 Arbitration		47
Section 9.3 Confidentiality Arbitration Proceedings		48
ARTICLE X MISCELLANEOUS
		48
Section 10.1 Notices

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Section 10.2 Binding Nature of Agreement		49
Section 10.3 Descriptive Headings		49
Section 10.4 Remedies		49
Section 10.5 Governing Law		49
Section 10.6 Counterparts		50
Section 10.7 Severability		50
Section 10.8 Confidential Information		50
Section 10.9 Amendment and Modification		51
Section 10.10 Entire Agreement		51
Section 10.11 Assignment		52
Section 10.12 Recapitalization, Dilution Adjustments, etc		52
Section 10.13 Other Agreements		52
Section 10.14 Further Actions		52
Section 10.15 No Third Party Beneficiaries		52
Section 10.16 Drafting of Language		53
Section 10.17 No Circumvention		53

 

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LIST OF SCHEDULES

Schedule 1.1(a)		B2C Assets
Schedule 1.1(b)		B2C Liabilities
Schedule 2.5		Continuing Agreements
Schedule 7.2(a)		Individuals Exempt from Non-Solicitation, Non-Hire
Schedule 10.13		Ancillary Agreements

 

 

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SEPARATION AGREEMENT

SEPARATION AGREEMENT, dated as of July 25, 2007, by and between ORBITZ WORLDWIDE, INC., a Delaware corporation (“ OWW ”), and TRAVELPORT LIMITED, a Bermuda company f/k/a TDS Investor (Bermuda) Ltd. (“ Travelport ”).

WHEREAS, Travelport is the indirect owner of all of the issued and outstanding Common Stock of OWW immediately prior to the date hereof;

WHEREAS, the Board of Directors of Travelport has determined that it is appropriate, desirable and in the best interests of Travelport and its stockholders to offer for sale a certain percentage of the Common Stock of OWW in a registered public offering;

WHEREAS, the Parties engaged in a reorganization of their respective U.S. businesses in February, 2007, to transfer the B2C Businesses from members of the Travelport Affiliated Group to members of the OWW Affiliated Group and their B2B Businesses from members of the OWW Affiliated Group to members of the Travelport Affiliated Group, and by this Agreement the Parties are engaging in additional reorganization transactions for the purpose of effecting the IPO;

NOW, THEREFORE, in contemplation of OWW ceasing to be wholly-owned by Travelport and for good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1  Certain Definitions .  In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

“ AAA ” shall have the meaning set forth in Section 9.2 .

“ Actions ” shall have the meaning ascribed to such term in Section 6.1(a) .

“ Affiliate ” means (i) with respect to the Travelport Affiliated Group, any other member of the Travelport Affiliated Group, and (ii) with respect to the OWW Affiliated Group, any other member of the OWW Affiliated Group.

“ Affiliated Group ” shall mean either the Travelport Affiliated Group or the OWW Affiliated Group, as applicable.

“ Agreement ” and “ hereof ” and “ herein ” means this Separation Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

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“ Agreement Disputes ” shall have the meaning ascribed to such term in Section 9.1 .

“ Ancillary Agreements ” means those agreements identified on Schedule 10.13 hereto.

 “ Annual Financial Statements ” shall have the meaning set forth in Section 4.2(f) .

“ Assets ” shall mean assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of any Person, including the following:

(i)                                      all accounting and other legal and business books, records, ledgers and files whether printed, electronic or written;

(ii)                                   all apparatuses, computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii)                                all inventories of products, goods, materials, parts, raw materials and supplies;

(iv)                               all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(v)                                  all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(vi)                               all license contracts, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts or commitments;

(vii)                            all deposits, letters of credit and performance and surety bonds;

(viii)                         all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix)                                 all Intellectual Property;

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(x)                                    all Software;

(xi)                                 all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii)                              all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii)                           all rights under contracts, all claims or rights against any Person, choses in action or similar rights, whether accrued or contingent;

(xiv)                          all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(xv)                             all licenses, permits, approvals and authorizations which have been issued by any governmental entity;

(xvi)                          all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(xvii)                       all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar Contracts or arrangements.

“ Assume ” and “ Assumption ” shall have the meanings set forth in Section 2.3 .

“ Average Market Price ” shall have the meaning set forth in Section 3.1 .

“ Avis Budget ” means Avis Budget Group, Inc., a Delaware corporation formerly known as Cendant Corporation.

“ B2B Assets ” means all of the Assets of the B2B Businesses, excluding the B2C Assets.

“ B2B Businesses ” means those businesses of the Parties whose services primarily focus on the business-to-business marketplace, including electronic travel distribution services that connect travel suppliers to travel agencies, the provision of wholesale accommodation and destination services, transaction processing solutions for travel suppliers and other travel industry customers, supplier services businesses that provide technology services and solutions for the airline and hotel industries, and corporate solutions operations that provide corporate travel fulfillment solutions.  For the avoidance of doubt, B2B Businesses include but are not limited to Galileo, the global distribution system (including Apollo GDS, Galileo, Shepherd Systems, Southern Cross and IGTS), and Gullivers Travel Associates, the wholesale travel business (including Octopus Travel and Needahotel).

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“ B2B Liabilities ” means all of the Liabilities of the B2B Businesses, excluding the B2C Liabilities.

“ B2C Assets ” means all of the Assets of the B2C Businesses including but not limited to those set forth in Schedule 1.1(a) .

“ B2C Businesses ” means those businesses of the Parties whose services primarily focus on the business-to-consumer marketplace, including offering travel products and services directly to consumers, largely through online travel agencies. For the avoidance of doubt, B2C Businesses include but are not limited to the Parties’ online travel agencies in the United States, Europe and Asia Pacific, including Orbitz and CheapTickets in the United States and ebookers in Europe.

“ B2C Liabilities ” means all of the Liabilities of the B2C Businesses including but not limited to those set forth in Schedule 1.1(b) .

“ BNS ” means The Bank of Nova Scotia Trust Company of New York, in its capacity as trustee under the Indentures.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are authorized or obligated by law or executive order to close (except as provided in Section 2.10(d) ).

“ Cendant Separation Agreement ” means that certain Separation and Distribution Agreement, dated as of July 27, 2006, by and among Avis Budget, Realogy, Wyndham and Travelport.

“ Cendant Transition Services Agreement ” means that certain Transition Services Agreement, dated as of July 27, 2006, by and among Avis Budget, Realogy, Wyndham and Travelport.

“ Charter ” means the certificate of incorporation of OWW, as in effect immediately following the closing of the IPO.

“ Claims Made Policies ” means those liability insurance policies requiring that a claim be made against the insured and reported to the insurer during the policy period in order for coverage to apply.

“ Common Stock ” means the common stock, par value $0.01 per share, of OWW.

“ Confidential Business Information ” shall mean all Information, data or material other than Confidential Operational Information, including (i) earnings reports and forecasts, (ii) macro-economic reports and forecasts, (iii) business plans, (iv) general market evaluations and surveys and (v) financing and credit-related information.

“ Confidential Information ” shall mean Confidential Business Information and Confidential Operational Information concerning a Party and/or its Subsidiaries which, prior to or following the date hereof, has been disclosed by a Party or its Subsidiaries to the Party or its

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Subsidiaries, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other Party, including pursuant to the access provisions of Section 7.6 or any other provision of this Agreement (except to the extent that such information has been (i) in the public domain or released to a third party without an obligation of confidentiality through no fault of such Party or its Subsidiaries or (ii) independently developed, or lawfully acquired from other sources by such Party or its Subsidiaries to which it was furnished; provided , however, in the case of clause (ii) that, to the furnished Party’s knowledge, such sources did not provide such information in breach of any confidentiality obligations).

“ Confidential Operational Information ” shall mean all operational Information, data or material including (i) specifications, ideas and concepts for products and services, (ii) quality assurance policies, procedures and specifications, (iii) customer information, (iv) Software, (v) training materials and information and (vi) all other know-how, methodology, procedures, techniques and trade secrets related to design, development and operational processes.

“ Continuing Agreements ” means those agreements identified on Schedule 2.5 hereto.

“ Demand Registration ” shall have the meaning set forth in Section 5.2(a) .

“ Denver Data Center ” means the data center operated by Travelport in Denver, Colorado.

“ Dispute Notice ” shall have the meaning ascribed to such term in Section 9.1 .

“ Equity Purchase Rights ” shall have the meaning set forth in Section 3.1 .

“ Equity Securities ” means shares of Voting Stock or any securities convertible into or exchangeable for shares of Voting Stock or any options, warrants or rights to acquire shares of Voting Stock.

“ Equity Securities Amount ” shall have the meaning set forth in Section 3.1 .

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Fair Market Value ” means, with respect to any Asset or security, the fair market value thereof as determined jointly by Travelport and OWW, or in the event that they are unable to agree, as determined by a mutually acceptable nationally recognized investment banking or other valuation expert.

“ GAAP ” means United States generally accepted accounting principles.

“ Guaranty Release ” shall have the meaning ascribed to such term in Section 2.10(b) .

“ Indemnitees ” shall have the meaning set forth in Section 6.4 .

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“ Indentures ” means the Senior Indenture and the Senior Subordinated Indenture, collectively.

“ Information ” shall have the meaning set forth in Section 7.12(a) .

“ Inspectors ” shall have the meaning set forth in Section 5.3(g) .

“ Intellectual Property ” shall mean all intellectual property and industrial property rights of any kind or nature, including all U.S. and foreign (i) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) Trademarks, (iii) copyrights and copyrightable subject matter, (iv) rights of publicity, (v) moral rights and rights of attribution and integrity, (vi) rights in Software, (vii) trade secrets and all other confidential information, know-how, inventions, proprietary processes, formulae, models and methodologies, (viii) rights of privacy and rights to personal information, (ix) telephone numbers and Internet protocol addresses, (x) all rights in the foregoing and in other similar intangible Assets, (ix) all applications and registrations for the foregoing and (xii) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of the foregoing.

“ IPO ” means the initial public offering of the Common Stock as contemplated by the IPO S-1.

“ IPO S-1 ” means OWW’s registration statement on Form S-1 (No. 333-142797) relating to the IPO, as the same may be amended or supplemented from time to time.

“ Keepwell ” means any guarantee, letter of credit, surety bond, other performance guarantee, keepwell, or net worth or financial condition maintenance agreement of or by any member of the Travelport Affiliated Group provided to any Person with respect to any actual or contingent obligation of any member of the OWW Affiliated Group.

“ Liabilities ” shall mean any and all debts, liabilities, costs, expenses and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any law, claim, demand, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any governmental entity and those arising under any contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.

“ Liable Party ” shall have the meaning ascribed to such term in Section 2.9(b) .

“ Losses ” shall have the meaning ascribed to such term in Section 6.1(a) .

“ Master License Agreement ” shall mean that certain Master License Agreement, dated as of July 23, 2007, by and among Galileo International Technology, LLC, a Delaware limited liability company, Galileo International, LLC, a Delaware limited liability company, Orbitz, LLC, a Delaware limited liability company, ebookers Limited, a company organized under English law, Donvand Limited, a company organized under English law, Travelport for

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Business, Inc., a Delaware Corporation, Travelport Development, LLC, a Delaware limited liability company and Neat Group Corporation, a Delaware Corporation.

“ Non-OWW Marks ” shall have the meaning set forth in Section 7.11(a) .

“ Occurrence Based Policies ” means those liability and property insurance policies requiring that an incident or event giving rise to a claim take place during the policy period in order for coverage to apply, regardless of when the claim is made against the insured or reported to the insurer.

“ Other Party ” shall have the meaning ascribed to such term in Section 2.9(a) .

“ OWW ” shall have the meaning ascribed to such term in the preamble.

“ OWW Affiliated Group ” means, collectively, OWW and all of its direct and indirect Subsidiaries now or hereafter existing.

“ OWW Auditors ” shall have the meaning set forth in Section 3.1(o) .

“ OWW Credit Facility ” means the Credit Agreement dated as of July 25, 2007 by and among OWW, UBS AG, Stamford Branch, UBS Loan Finance LLC and other lenders party thereto.

“ OWW Employees ” means all current, former or retired employees of any member of the OWW Affiliated Group.

“ OWW Information ” shall have the meaning set forth in Section 3.1(l) .

“ OWW Marks ” shall the meaning set forth in Section 7.11(b) .

“ OWW Public Documents ” shall have the meaning set forth in Section 3.1(i) .

“ Party ” or “ Parties ” means OWW and/or Travelport.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association or other entity and any trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Privilege ” shall have the meaning set forth in Section 4.4 .

“ Prospectus ” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments and supplements to such prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“ Public Company Stock ” means any class or series of Voting Stock registered under the Exchange Act and broadly held and actively traded by public stockholders.

“ Public Filings ” shall have the meaning set forth in Section 3.1(m) .

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“ Quarterly Financial Statements ” shall have the meaning set forth in Section 4.2(e) .

“ Realogy ” means Realogy Corporation, a Delaware corporation.

“ Records ” shall have the meaning set forth in Section 7.6 .

“ Registrable Securities ” means any shares of Common Stock or any other Equity Security issued by OWW held by any member of the Travelport Affiliated Group or by any Transferee thereof described in Section 5.9 hereof and any other security (whether issued by OWW or another Person) into or for which the Common Stock or such other Equity Security has been or is to be converted, substituted or exchanged, and any security issued or issuable with respect to such Common Stock or Equity Security upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

“ Registration Indemnitees ” shall have the meaning set forth in Section 6.2(a) .

“ Registration Statement ” means any registration statement of OWW filed with the SEC under the Securities Act, including, but not limited to, the IPO S-1 and any registration statement which relates to any of the Registrable Securities, including in each such case the Prospectus relating thereto, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement and Prospectus.

“ Regulation S-K ” means Regulation S-K of the General Rules and Regulations under the Securities Act.

“ Regulation S-X ” means Regulation S-X of the General Rules and Regulations under the Securities Act.

“ Restricted Employees ” shall have the meaning set forth in Section 7.2 .

“ Rules ” shall have the meaning ascribed to such term in Section 9.2 .

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Senior Indenture ” means the Indenture dated as of August 23, 2006 by and among Travelport LLC and BNS relating to the Senior Notes, as supplemented by Supplemental Indenture No. 1 thereto dated as of January 11, 2007 between Warpspeed Sub Inc. and BNS, and Supplemental Indenture No. 2 thereto, dated as of March 13, 2007, among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., OWW, Travelport Holdings, Inc. and BNS.

“ Senior Notes ” means the Senior Dollar Floating Rate Notes Due 2014, Senior Euro Floating Rate Notes due 2014 and the 97/8% Senior Dollar Fixed Rate Notes due 2014 issued by Travelport LLC pursuant to the Senior Indenture.

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“ Senior Subordinated Indenture ” means the Indenture dated as of August 23, 2006 by and among Travelport LLC and BNS relating to the Senior Subordinated Notes, as supplemented by Supplemental Indenture No. 1 thereto, dated as of January 11, 2007, between Warpspeed Sub Inc. and BNS, and Supplemental Indenture No. 2 thereto, dated as of March 13, 2007, among Travelport LLC, TDS Investor (Luxembourg) S.à.r.l., Travelport Inc., OWW, Travelport Holdings, Inc. and BNS.

“ Senior Subordinated Notes ” means the 11 7/8% Dollar Senior Subordinated Fixed Rate Notes due 2016 and the 10 7/8% Senior Subordinated Euro Fixed Rate Notes due 2016 issued by Travelport LLC pursuant to the Subordinated Indenture.

 “ Separation ” shall have the meaning specified in Section 2.1 .

“ Shared Contract ” shall have the meaning specified in Section 2.2(c) .

“ Shoe Dividend ” shall have the meaning attributed to it in Section 7.15 .

“ Software ” shall mean all computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, and technology supporting the foregoing, and all documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user and training materials related to any of the foregoing.

“ Solicitation ” shall have the meaning set forth in Section 7.2 .

“ Subsidiary ” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person, (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership), or (iii) which would be considered subsidiaries of such Person within the meaning of Regulation S-K or Regulation S-X.

“ TAI ” means Travelport Americas, Inc., a Delaware corporation, formerly known as Travelport Inc. and Cendant Travel Distribution Services Group, Inc.

“ Tax Sharing Agreement ” means the Tax Sharing Agreement, dated as of the date hereof, by and between OWW and Travelport.

“ TDS ” means TDS Investor (Luxembourg) S.a.r.l.

“ Third Party Claim ” shall have the meaning assigned to such term in Section 7.8(a) .

“ Trademarks ” shall mean all U.S. and foreign trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, trade dress and other

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similar designations of source or origin, together with the goodwill symbolized by any of the foregoing.

“ Trading Day ” shall have the meaning set forth in Section 3.1 .

“ Transactions ” shall mean the Separation and the IPO, considered together.

“ Transfer ” shall have the meaning set forth in Section 2.2(a) .

“ Transferee ” shall have the meaning set forth in Section 5.9(a) .

“ Transition Services Agreement ” means that certain Transition Services Agreement entered into on the date hereof by Travelport Inc. and OWW.

“ Travelport ” shall have the meaning ascribed to such term in the preamble.

“ Travelport Affiliated Group ” means, collectively, Travelport and all of its direct and indirect Subsidiaries now or hereafter existing, other than members of the OWW Affiliated Group.

“ Travelport Annual Statements ” shall have the meaning set forth in Section 3.1(o) .

“ Travelport Auditors ” shall have the meaning set forth in Section 3.1(o) .

“ Travelport Credit Facility ” means the First Amended and Restated Credit Agreement dated as of August 23, 2006, as amended and restated on January 29, 2007 and May 23, 2007, by and among Travelport LLC, Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.), Waltonville Limited, UBS AG, Stamford Branch, UBS Loan Finance LLC and other lenders party thereto.

“ Travelport LLC ” means Travelport LLC, a Delaware limited liability company, which was formerly known as Travelport Inc. and TDS Investor Corporation.

 “ Trigger Date ” means the first date on which Travelport ceases to beneficially own Voting Stock entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Voting Stock.

“ TTO Related Accounts ” means all intercompany accounts related to information technology, communications and data center services to be provided by any member of the Travelport Affiliated Group to any member of the OWW Affiliated Group after the date hereof pursuant to the Transition Services Agreement, including those that do not appear on Schedule A to Exhibit A thereto.

“ TTO Related Liabilities ” means all Liabilities related to information technology, communications and data center services to be provided by any member of the Travelport Affiliated Group to any member of the OWW Affiliated Group after the date hereof pursuant to the Transition Services Agreement, including those that do not appear on Schedule A to Exhibit A thereto.

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“ Underwritten Offering ” means a public offering in which securities of OWW are sold to one or more underwriters on a firm commitment basis for reoffering to the public.

“ Voting Stock ” means all securities issued by OWW having the ordinary power to vote in the election of directors of OWW, other than securities having such power only upon the occurrence of a default or any other extraordinary contingency.

“ Wyndham ” means Wyndham Worldwide Corporation, a Delaware corporation.

ARTICLE II

THE TRANSACTIONS

Section 2.1  General .  Subject to the terms and conditions of this Agreement, the Parties shall use their respective reasonable commercial efforts to consummate the Transactions to the extent not already completed.  It is the intent of the Parties that after consummation of the Transactions, and except as otherwise provided in the Ancillary Agreements or the Continuing Agreements, (i) all of the right, title and interest in and to the B2C Assets will be owned or held by one or more members of the OWW Affiliated Group, the operation of the B2C Businesses will be conducted by one or more members of the OWW Affiliated Group and the B2C Liabilities will be all assumed directly or indirectly by (or remain with) one or more members of the OWW Affiliated Group, and (ii) all of the right, title and interest in and to the B2B Assets will be owned or held by one or more members of the Travelport Affiliated Group, the operation of the B2B Businesses will be conducted by one or more members of the Travelport Affiliated Group and the B2B Liabilities will be all assumed directly or indirectly by (or remain with) one or more members of the Travelport Affiliated Group ((i) and (ii), together, the “ Separation ”).

Section 2.2  Transfer of Assets .

 

(a)           On or prior to the date hereof to the extent not already completed, and except as otherwise provided in the Ancillary Agreements or the Continuing Agreements: (i) Travelport shall, on behalf of itself and its Subsidiaries, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“ Transfer ”) to OWW all of its and its Subsidiaries’ right, title and interest in and to the B2C Assets, and (ii) OWW shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to Travelport all of its and its Subsidiaries’ right, title and interest in and to the B2B Assets.

(b)          Unless otherwise agreed to by the Parties, each Party shall be entitled to designate the member of such Party’s Affiliated Group to which any Assets are to be Transferred pursuant to this Section 2.2 .

(c)           Treatment of Shared Contracts . Without limiting the generality of the obligations set forth in Sections 2.2(a) and (b) :

(i)                                      Unless the Parties otherwise agree, any contract that is (1) part of the B2B Assets but inures in whole or in part to the benefit or burden of any member of the OWW Affiliated Group, or (2) part of the B2C Assets but inures in whole or in part to the benefit or burden of any member of the

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Travelport Affiliated Group (each, a “ Shared Contract ”), shall be assigned in whole or in part to the applicable member(s) of the applicable Affiliated Group, if so assignable, or appropriately amended prior to, on or after the date hereof, so that each Party or the members of their respective Affiliated Groups shall be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to their respective businesses; provided , however, that (x) in no event shall any member of any Affiliated Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, the Parties shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause Travelport or OWW, as the case may be, to receive the benefit of that portion of each Shared Contract that is part of the B2B Assets or the B2C Assets, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to (or amended to allow) such member of the applicable Affiliated Group pursuant to this Section 2.2 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been assumed by a member of the applicable Affiliated Group pursuant to this Section 2.2 .

(ii)                                   Nothing in this Section 2.2(c) shall require any member of either the Travelport Affiliated Group or the Orbitz Affiliated Group to make any material payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Affiliated Group), incur any material obligation or grant any material concession for the benefit of any member of the other Affiliated Group to effect any transaction contemplated by this Section 2.2(c) .

(d)          Consents . The Parties shall use their commercially reasonable efforts to obtain the required consents from any third parties (including governmental entities) to Transfer any Assets, contracts, licenses, permits and authorizations issued by any governmental entity or parts thereof as contemplated by this Agreement.

Section 2.3  Assumption and Satisfaction of Liabilities .  From and after the date hereof, (a) Travelport shall, or shall cause a member of the Travelport Affiliated Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“ Assume ”, and each such act, an “ Assumption ”), all of the B2B Liabilities, and (b) OWW shall, or shall cause a member of the OWW Affiliated Group to, assume all the B2C Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the date hereof, (iii) where or against whom such Liabilities are asserted or determined and (iv) regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Travelport

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Affiliated Group or the OWW Affiliated Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Section 2.4  Intercompany Accounts .  Except as provided in Section 2.10(d) , all intercompany receivables, payables and loans (other than receivables, payables and loans otherwise specifically provided for under this Agreement, the Ancillary Agreements, the Continuing Agreements or any other contract entered into in connection herewith or to consummate the Transactions, including payables created or required hereby) treated as debt by the Parties, if any, between any member of the Travelport Affiliated Group and any member of the OWW Affiliated Group which exist and are reflected in the accounting records of the relevant Parties as of the date hereof shall, on or prior to the date hereof, be settled, by means of cash payments, a dividend, capital contribution, a combination of the foregoing or otherwise, as determined by Travelport.  All intercompany balances that are primarily accounting entries and are not treated as debt by the Parties, including in respect of any cash balances or any cash held in any centralized cash management system, between any member of the Travelport Affiliated Group and any member of the OWW Affiliated Group which exist and are reflected in the accounting records of the relevant Parties as of the date hereof shall, at or prior to the date hereof, be eliminated.  Some or all of the foregoing may for administrative convenience be implemented through book entries.  Notwithstanding the foregoing, any intercompany accounts provided for on the exhibits or schedules to this Agreement or the Transition Services Agreement (including, for the avoidance of doubt, all TTO Related Accounts, and those Continuing Agreements listed on Schedule 2.5 hereto) shall not be subject to this Section 2.4 .

 

Section 2.5  Limitation of Liability .

 

(a)           Neither Party nor any Subsidiary thereof shall have any liability to the other Party or any Subsidiary thereof in the event that any information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate, provided, that such information was exchanged or provided in good faith.

(b)          Neither Party nor any Subsidiary thereof shall be liable to the other Party or any Subsidiary thereof based upon, arising out of or resulting from any contract, arrangement, course of dealing or understanding existing on or prior to the date hereof (other than this Agreement, the Ancillary Agreements, the Continuing Agreements or any other contract entered into in connection herewith or to consummate the Transactions) and each Party hereby terminates any and all contracts, arrangements, course of dealings or understandings between or among it and the other Party effective as of the date hereof (other than this Agreement, the Ancillary Agreements, the Continuing Agreements or any other contract entered into in connection herewith or to consummate the Transactions), and any Liability, whether or not in writing, which is not reflected in this Agreement, the Ancillary Agreements, the Continuing Agreements or any other contract entered into in connection herewith or to consummate the Transactions or is not a TTO Related Liability, is hereby irrevocably cancelled, released and waived.  No such terminated contract, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the date hereof.

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(c)           The provisions of Section 2.5(b) shall not apply to any of the following contracts, arrangements, course of dealings or understandings (or to any of the provisions thereof):

(i)                                      any agreements, arrangements, commitments or understandings to which any Person other than the Parties and their respective Affiliates is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Affiliated Groups under any such contracts constitute B2B Assets, B2C Assets, B2B Liabilities or B2C Liabilities, such contracts shall be assigned or retained pursuant to this Article II or as addressed in the Ancillary Agreements or Continuing Agreements); and

(ii)                                   any agreements, arrangements, commitments or understandings to which any non-wholly-owned Subsidiary of Travelport or OWW is a party.

Section 2.6  Transfers Not Effected On or Prior to the Date Hereof; Transfers Deemed Effective as of the Date Hereof.

(a)           To the extent that any Transfers contemplated by this Article II shall not have been consummated on or prior to the date hereof, the Parties shall cooperate to effect such Transfers as promptly following the date hereof as shall be practicable. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of law cannot be Transferred; provided , however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain any necessary consents or governmental approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and assumed pursuant to this Article II .  In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the date hereof (i) the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Person entitled thereto) and (ii) the Party intended to assume such Liability shall, or shall cause the applicable member of its Affiliated Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the Party retaining such Asset or Liability shall, insofar as reasonably possible and to the extent permitted by applicable law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party assuming such Liability to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been Transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, are to inure from and after the date hereof to the member or members of the Travelport Affiliated Group or the OWW Affiliated Group entitled to the receipt of such Asset or required to assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the date hereof, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of

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this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

(b)          If and when the consents, governmental approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.6(a) , are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected in accordance with and subject to the terms of this Agreement.

(c)           The Party retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Party entitled to such Asset or the Person intended to be subject to such Liability.

(d)          On and prior to the twelve (12) month anniversary of the date hereof, if either Party owns any Asset, that, although not Transferred pursuant to this Agreement, is agreed by such Party and the other Party in their good faith judgment to be an Asset that more properly belongs to the other Party or a Subsidiary of the other Party, or an Asset that such other Party or Subsidiary was intended to have the right to continue to use (other than (for the avoidance of doubt) any Asset acquired from an unaffiliated third party by a Party or member of such Party’s Affiliated Group following the date hereof), then the Party owning such Asset shall, as applicable (i) Transfer any such Asset to the Party identified as the appropriate transferee, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, in each case subject to and consistent with this Agreement, including with respect to Assumption of any associated Liabilities by the transferee.  The Parties intend that all contracts wholly related to the B2C Businesses held by TAI as of June 1, 2007 properly belong to OWW, and such contracts shall be transferred from TAI to OWW as soon as possible (pending any required third party consent) after the date hereof if not previously transferred; contracts held by TAI as of such date that relate in part to the B2C Businesses and in part to the B2B Businesses shall be treated in accordance with  Section 2.2(c) .

(e)           After the date hereof, each Party may receive mail, packages and other communications properly belonging to the other Party. Accordingly, at all times after the date hereof, each Party authorizes the other Party to receive and open all mail, packages and other communications received by such Party and not unambiguously intended for such Party, any member of such Party’s Affiliated Group or any of their officers or directors, and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party. The provisions of this Section 2.6(e) are not intended to, and shall not, be deemed to constitute an authorization by either Party to permit the other to accept service of process on its behalf and neither Party is or shall be deemed to be the agent of the other Party for service of process purposes.

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(f)             Each of Travelport and OWW shall, and shall cause the members of its respective Affiliated Group to, (i) treat for all income tax purposes (A) the deferred Assets as Assets having been Transferred to and owned by the Party entitled to such Assets not later than the date hereof and (B) the deferred Liabilities as Liabilities having been assumed and owed by the Person intended to be subject to such Liabilities not later than the date hereof and (ii) neither report nor take any income tax position (on a tax return or otherwise) inconsistent with such treatment (unless required by a change in applicable tax law or good faith resolution of a tax contest relating to income taxes).

Section 2.7  Conveyancing and Assumption Instruments .  In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or prior to the date hereof, by the appropriate entities, the conveyancing and assumption instruments necessary to evidence the valid and effective Assumption by the applicable Party of its assumed Liabilities and the valid Transfer to the applicable Party or member of such Party’s Affiliated Group of all right, title and interest in and to its accepted Assets, in substantially the form contemplated hereby for Transfers and Assumptions to be effected pursuant to New York law or the laws of one of the other states of the United States or, if not appropriate for a given Transfer, and for Transfers to be effected pursuant to non-U.S. laws, in such other form as the Parties shall reasonably agree, including the Transfer of real property with deeds as may be appropriate. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable law, by notation on public registries.

 

Section 2.8  Further Assurances .

 

(a)           In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.6 , each of the Parties shall cooperate with each other and use (and will cause their respective Subsidiaries and Affiliates to use) commercially reasonable efforts, on and after the date hereof, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable law or contractual obligations to consummate and make effective the Transactions.

(b)          Without limiting the foregoing, on and after the date hereof, each Party shall cooperate with the other Parties, and without any further consideration, but at the expense of the requesting Party from and after the date hereof, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer, and to make all filings with, and to obtain all consents and/or governmental approvals, any permit, license, contract, indenture or other instrument (including any consents or governmental approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, to effectuate the provisions and purposes of this Agreement and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated

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to such Party under this Agreement, free and clear of any security interest, if and to the extent it is practicable to do so.

Section 2.9  Novation of Liabilities .

 

(a)           Except as to any B2B Liabilities or B2C Liabilities otherwise Assumed pursuant to this Article II, or as otherwise provided in Schedule A to Exhibit A of the Transition Services Agreement, each Party, at the request of the other party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution or amendment required to novate or assign all Liabilities under contracts, licenses and other obligations for which a member of such Party’s Affiliated Group and a member of the other party’s Affiliated Group are jointly or severally liable and that do not constitute Liabilities of such other party as provided in this Agreement (such other party, the “ Other Party ”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Affiliated Group who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Affiliated Group will be solely responsible for such Liabilities; provided , however, that neither Party shall be obligated to pay any consideration therefor to any third party from whom any such consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b)          If the Parties are unable to obtain, or to cause to be obtained, any such required consent, release, substitution or amendment pursuant to Section 2.9(a) , the Other Party or a member of such Other Party’s Affiliated Group shall continue to be bound by such contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Affiliated Group who assumed or retained such Liability as set forth in this Agreement (the “ Liable Party ”) shall, or shall cause a member of its Affiliated Group to, directly pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Affiliated Group thereunder from and after the date hereof. The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided , that the Liable Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Other Party has engaged in any knowing violation of law, fraud or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Affiliated Group, all money, rights and other consideration received by it or any member of its Affiliated Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Affiliated Group to the Liable Party or to another member of the Liable Party’s Affiliated Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Affiliated Group, without the payment of any further consideration, shall assume such rights and Liabilities.

 

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Section 2.10  Guarantees .

 

(a)           On or prior to the date hereof or as soon as practicable thereafter, (i) Travelport shall (with the reasonable cooperation of the other Party) use its commercially reasonable efforts to have any member of the OWW Affiliated Group removed as guarantor of or obligor for any B2B Liability, including any Keepwell, and (ii) OWW shall (with the reasonable cooperation of the other Party) use its commercially reasonable efforts to have any member of the Travelport Affiliated Group removed as guarantor of or obligor for any B2C Liability, including any Keepwell.

(b)          To the extent required to obtain a release from a guaranty (a “ Guaranty Release ”) (i) of any member of the Travelport Affiliated Group, OWW shall execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OWW would be reasonably unable to comply or (B) which would be reasonably expected to be breached, and (ii) of any member of the OWW Affiliated Group, Travelport shall execute a guaranty agreement in the form of the existing guaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Travelport would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c)           If either Party is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10 , (i) the relevant beneficiary shall indemnify and hold harmless the guarantor or obligor for any Loss arising from or relating thereto (in accordance with the provisions of Article VI ) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) each Party agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which the other Party is or may be liable unless all obligations of such other Party and the other members of such Party’s Affiliated Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party; provided , however, with respect to leases, in the event a Guaranty Release is not obtained and such Party wishes to extend the term of such guaranteed lease, then such Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

(d)          Notwithstanding anything else in this Section 2.10 , until the earlier to occur of OWW failing to comply with the reimbursement obligations set forth in Section 2.10(d)(iv) below, or members of the Travelport Affiliated Group no longer owning in the aggregate at least 50.1% of the equity of OWW on a fully-diluted basis, then:

(i)                                      Travelport agrees to maintain the letters of credit outstanding on the date hereof under the Travelport Credit Facility relating to members of the OWW Affiliated Group, and to request the issuance of new letters of credit under the Travelport Credit Facility on behalf of and pursuant to the reasonable request of OWW, in each case subject to the terms of the Travelport Credit Facility, until such date that any member of the OWW Affiliated Group

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enters into a credit facility providing for letters of credit in an amount at least equal to the then-outstanding letters of credit relating to the OWW Affiliated Group, whereupon such any such letters of credit under the Travelport Credit Facility relating to the OWW Affiliated Group shall be cancelled.

(ii)                                   OWW agrees to comply with the procedures with respect to letters of credit set forth in Section 2.03 of the Travelport Credit Facility.

(iii)                                OWW agrees to continually use its commercially reasonable efforts to enter into a credit facility providing for letters of credit in an amount at least equal to the then-outstanding letters of credit issued under the Travelport Credit Facility relating to the OWW Affiliated Group.

(iv)                               OWW agrees to reimburse Travelport for any costs and expenses associated with maintaining or issuing such letters of credit issued on behalf of any member of the OWW Affiliated Group, including but not limited to:

(1) a one-time fee of fifty (50) basis points multiplied by the principal amount of (a) any letters of credit outstanding on the date hereof to be maintained by Travelport, and (b) any letters of credit to be issued by Travelport thereafter; and

(2) if any letter of credit is drawn upon, the principal amount of such letter of credit;

(3) if any letters of credit are drawn upon, then the interest charged upon such letters of credit in accordance with Section 2.03(c) of the Travelport Credit Facility;

(4) fees on any letters of credit outstanding equal to the Applicable Rate (as such term is defined in the Travelport Credit Facility) multiplied by the daily maximum amount then available to be drawn under such outstanding letters of credit in accordance with Section 2.03(g) of the Travelport Credit Facility computed on a quarterly basis in arrears and payable on the first Business Day (for purposes of this S ection 2.10 only, as such term is defined in the Travelport Credit Facility) after the end of each March, June, September and December; and

(5) fronting fees equal to 0.125% per annum of the daily maximum amount then available to be drawn under such outstanding letters of credit in accordance with Section 2.03(h) of the Travelport Credit Facility computed on a quarterly basis in arrears and payable on the first Business Day after the end of each March, June, September and December; and

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(6) customary issuance, presentation, amendment and other processing fees and other standard costs and charges incurred by Travelport with respect to such letters of credit within ten Business Days of the time demanded, in accordance with Section 2.03(h) of the Travelport Credit Facility; provided , however, that

(7) under no circumstances shall Travelport be required to request letters of credit under the Travelport Credit Facility on behalf of any member of the OWW Affiliated Group to the extent that the amount underlying such requested letters of credit, when combined with all letters of credit then outstanding under the Travelport Credit Facility, would exceed the capacity available for letters of credit under the Travelport Credit Facility.

Section 2.11  Disclaimer of Representations and Warranties .  EACH OF TRAVELPORT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE TRAVELPORT AFFILIATED GROUP) AND OWW (ON BEHALF OF ITSELF AND EACH MEMBER OF THE OWW AFFILIATED GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS, THE CONTINUING AGREEMENTS OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE CONTINUING AGREEMENTS, OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES, INFORMATION OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF EITHER PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

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Section 2.12  Allocation of Costs and Expenses .  OWW shall pay (or, to the extent incurred by and paid for by any member of the Travelport Affiliated Group, will promptly reimburse such member of the Travelport Affiliated Group for any and all amounts so paid) for all fees, costs and expenses incurred by any member of the OWW Affiliated Group or any member of the Travelport Affiliated Group in connection with the IPO, including, but not limited to, any and all fees, costs and expenses related to (a) the preparation and negotiation of this Agreement, the Ancillary Agreements, the Continuing Agreements and of all of the documentation related to the Transactions, (b) the preparation and execution or filing of any and all further documents, agreements, forms, applications, contracts or consents associated with the Transactions, (c) OWW’s organizational documents, (d) the preparation, printing and filing of the IPO S-1, including all fees and expenses of complying with applicable federal, state or foreign securities laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of all of the prospectuses for the IPO, (f) the listing of the Common Stock on any domestic or foreign securities exchange, and (g) the preparation (including, but not limited to, the printing of documents) related to implementing OWW’s employee benefit plans, retirement plans and equity-based plans (if any) as a result of or in connection with the IPO.

ARTICLE III

EQUITY PURCHASE RIGHTS

Section 3.1  Equity Purchase Rights .  So long as the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Voting Stock, the members of the Travelport Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 (the “ Equity Purchase Rights ”); provided, that the members of the Travelport Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or limits the granting by OWW of such Equity Purchase Rights.

 

As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is customary for public corporations at such time, (ii) issued pursuant to the IPO, (iii) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW shall notify Travelport in writing of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price (or other consideration) for, and terms and conditions of, such Equity Securities) and shall offer to sell to Travelport (which offer may be assigned by Travelport to another member of the Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Securities, an amount of Equity Securities determined as provided below.  Immediately

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after the amount of Equity Securities to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount.  If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member of the Travelport Affiliated Group an amount of Equity Securities (the “ Equity Securities Amount ”) equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Travelport Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Securities by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Travelport Affiliated Group immediately prior to the issuance of the Equity Securities, multiplied by (B) the aggregate number of Equity Securities proposed to be issued by OWW to Persons other than to members of the Travelport Affiliated Group, rounded up to the nearest whole Equity Security.  If, at the time of the determination of any Equity Securities Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Security.  If OWW determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities prior to the members of the Travelport Affiliated Group having obtained any necessary regulatory approvals, OWW shall notify Travelport in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated Group having the right then to purchase their proportionate share of such Equity Securities; provided , however, that in such event the members of the Travelport Affiliated Group shall have the right to purchase from OWW, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport Affiliated Group to obtain such regulatory approvals) Voting Stock in an amount equal to the amount of Voting Stock it would have received had it been able to purchase (and, in the case of Equity Securities other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the Equity Securities offered to it pursuant to this Section 3.1 , at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Securities, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) of the Travelport Affiliated Group.

The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree.  At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business

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Days prior to the date of purchase.  OWW and the members of the Travelport Affiliated Group will use their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities under this Section 3.1 . In the event that the consideration to be provided to OWW in connection with the issuance of Equity Securities that resulted in this Section 3.1 being applicable is other than cash, then Travelport shall have the option of paying the purchase price in either (i) the form of such other consideration, if practicable, or (ii) cash, based on the Fair Market Value of the consideration being received by OWW.

As used herein, “ Average Market Price ” of any security on any date means the average of the daily closing prices for the 10 consecutive Trading Days selected by OWW commencing not less than 20 days nor more than 30 Trading Days before the day in question.  The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if such security is not listed or admitted to trading on such exchange, on the principal national securities exchange on which such security is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange or, if such security is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by OWW for that purpose.  For the purpose of this definition, the term “ Trading Day ” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on such exchange or in such market.

ARTICLE IV

FINANCIAL AND OTHER INFORMATION

Section 4.1  Ten Percent Threshold .  OWW agrees that, during any period in which the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to ten percent (10%) but less than twenty (20%) of the votes entitled to be cast by the then outstanding Voting Stock, OWW shall:

 

(a)           furnish to Travelport as soon as publicly available, copies of all financial statements, reports, notices and proxy statements sent by OWW in a general mailing to all its shareholders, of all reports on Forms 10-K, 10-Q and 8-K, and of all final prospectuses filed pursuant to Rule 424 under the Securities Act; and

(b)          permit Travelport to visit and inspect any of the properties, corporate books, and financial and other records of the member of the OWW Affiliated Group, and to discuss the affairs, finances and accounts of any such member of the OWW Affiliated Group with the officers of OWW and the OWW Auditors, all at such times and as often as Travelport may reasonably request; provided , that Travelport enters into an agreement with OWW to maintain the confidentiality of the information specified in this Section 4.1(b) .

Section 4.2  Twenty Percent Threshold .  OWW agrees that, during any period in which the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting

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Stock entitled to twenty percent (20%) or more of the votes entitled to be cast by the then outstanding Voting Stock, or during any period in which any member of the Travelport Affiliated Group is required to account for its investment in OWW on a consolidated basis or under the equity method of accounting (determined in accordance with GAAP consistently applied after consultation with Travelport Auditors (as defined below)), in addition to the requirements of Section 4.1(b) :

 

(a)           Maintenance of Books and Records .  OWW shall, and shall cause each of its consolidated Subsidiaries to, (i) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Assets of OWW and such Subsidiaries and (ii) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (w) transactions are executed in accordance with management’s general or specific authorization, (x) transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and (2) to maintain accountability for Assets, (y) access to Assets is permitted only in accordance with management’s general or specific authorization, and (z) the recorded accountability for Assets is compared with existing Assets at reasonable intervals and appropriate action is taken with respect to any differences.

(b)          Fiscal Year .  OWW shall, and shall cause each of its consolidated Subsidiaries to, maintain a fiscal year which commences on January 1 and ends on December 31 of each calendar year or such other fiscal year as then maintained by Travelport or its successor; provided that, if on the date hereof any consolidated Subsidiary of OWW has a fiscal year which ends on a date other than December 31, OWW shall use its best efforts to cause such Subsidiary to change its fiscal year to one which ends on December 31 if such change is reasonably practical.  OWW shall close its books in accordance with Travelport’s close calendar and close procedures.

(c)           Summary Monthly Financial Information .  As soon as practicable, and within five Business Days after the end of each month in each fiscal year of OWW, OWW shall deliver to Travelport a summary of consolidated net income and consolidated pre-tax income for the OWW Affiliated Group for such month and the year-to-date period.

(d)          Detailed Monthly Financial Information .  As soon as practicable, and within ten Business Days after the end of each month in each fiscal year of OWW, OWW shall deliver to Travelport detailed financial, metrics and driver information for the OWW Afiliated Group consistent with that provided to Travelport during the twelve month period prior to the date hereof, including statements of operations, balance sheets, statements of shareholders’ equity and cash flows.

(e)           Unaudited Quarterly Financial Statements .  As soon as practicable, and within 35 days after the end of each of the first three fiscal quarters in each fiscal year of OWW, OWW shall deliver to Travelport drafts of (i) the consolidated financial statements of OWW (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of OWW the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of

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Regulation S-X, and (ii) a discussion and analysis by management of OWW’s consolidated financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K.  The information set forth in clauses (i) and (ii) above is herein referred to as the “ Quarterly Financial Statements .”  OWW shall deliver to Travelport all revisions to such drafts as soon as any such revisions are prepared or made.  No later than the date OWW publicly files the Quarterly Financial Statements with the SEC or otherwise, OWW shall deliver to Travelport the final form of the Quarterly Financial Statements certified by the chief financial officer of OWW as presenting fairly, in all material respects, the financial condition and results of operations of OWW and its consolidated Subsidiaries.

(f)             Audited Annual Financial Information .  As soon as is practicable, OWW shall deliver to Travelport (i) within 60 days after the end of each fiscal year of OWW, drafts of (x) the consolidated financial statements of OWW (and notes thereto) for such year, setting forth in each case in comparative form the consolidated figures (and notes thereto) for the previous fiscal year and all in reasonable detail and prepared in accordance with Regulation S-X and (y) a discussion and analysis by management of OWW’s consolidated financial condition and results of operations for such year, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(a) of Regulation S-K and (ii) within 45 days after the end of each fiscal year of OWW, a draft of a discussion and analysis of OWW’s consolidated financial condition and results of operations for such year, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(a) of Regulation S-K, for the inclusion in the annual report to stockholders or equity owners of any member of the Travelport Affiliated Group.  The information set forth in (i) and (ii) above is herein referred to as the “ Annual Financial Statements .”  OWW shall deliver to Travelport all revisions to such drafts as soon as any such revisions are prepared or made.  OWW shall deliver to Travelport, no later than 90 days after the end of each fiscal year of OWW (or on such earlier date on which the same are filed with the SEC), in final form, the Annual Financial Statements accompanied by an opinion thereon by OWW’s independent certified public accountants.

(g)          Other Financial Information .  OWW shall provide to Travelport upon request such other information and analyses as Travelport may reasonably request on behalf of any member of the Travelport Affiliated Group to analyze the financial statements and financial condition and results of operations of the OWW Affiliated Group and shall provide Travelport and its accountants with an opportunity to meet with management of OWW and its accountants in connection therewith.  OWW shall deliver to Travelport all Quarterly Financial Statements and Annual Financial Statements of each Subsidiary of OWW which is itself required to file financial statements with the SEC or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and detail and on the same time schedule as those financial statements of OWW required to be delivered to Travelport pursuant to this Section 4.2 .

(h)          General Financial Statement Requirements .  All information provided by any member of the OWW Affiliated Group to Travelport pursuant to Sections 4.2(c)-(i) inclusive, shall be consistent in terms of format and detail and otherwise with the procedures and practices in effect on the date hereof with respect to the provision of such financial and other information

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by any member of the OWW Affiliated Group to Travelport (and where appropriate, as presently presented in financial and other reports delivered to the Board of Directors or management of Travelport), with such changes therein as may be reasonably requested by Travelport from time to time, unless changes in such procedures or practices are required to comply with the rules and regulations of the SEC, as applicable.

(i)              Public Information and SEC Reports .  Any member of the OWW Affiliated Group which files information with the SEC shall deliver to Travelport as soon as the same are substantially final, drafts of all reports, notices and proxy and information statements to be sent or made available by any member of the OWW Affiliated Group to their security holders and all regular, periodic and other reports filed under Sections 13, 14 and 15 of the Exchange Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders), and all registration statements and prospectuses to be filed by any member of the OWW Affiliated Group with the SEC or any securities exchange pursuant to the listing agreement, listing rules, listed company manual (or similar requirements) of such exchange (collectively, “ OWW Public Documents ”) but in no event later than two Business Days in the case of any report on Form 8-K, or 10 Business Days in the case of any other such filing, prior to the filing thereof with the SEC, and, no later than the date the same are printed, sent or filed, whichever is earliest, final copies of all OWW Public Documents.  Prior to issuance, OWW shall deliver to Travelport copies of all press releases and other statements to be made available by any member of the OWW Affiliated Group to the public, including, without limitation, information concerning material developments in the business, properties, results of operations, financial condition or prospects of any member of the OWW Affiliated Group.  No report, registration, information or proxy statement, prospectus or other document which refers, or contains information with respect, to any member of the Travelport Affiliated Group shall be filed with the SEC or otherwise made public by any member of the OWW Affiliated Group without the prior written consent of Travelport with respect to those portions of such document which contain information with respect to any member of the Travelport Affiliated Group, except as may be required by law, rule or regulation (in such cases OWW shall use its best efforts to notify the relevant member of the Travelport Affiliated Group and obtain such member’s consent before making such a filing with the SEC or otherwise making any such information public).

(j)              Budgets and Projections .  OWW shall, as promptly as practicable (but in no event later than December 1 of each year), deliver to Travelport copies of annual and other budgets and financial projections (consistent in terms of format and detail and otherwise with the procedures in effect on the date hereof) relating to any member of the OWW Affiliated Group and shall provide Travelport an opportunity to meet with management of OWW to discuss such budgets and projections.

(k)           Other Information .  With reasonable promptness, OWW shall deliver to Travelport such additional financial and other information and data with respect to members of the OWW Affiliated Group and their business, properties, financial position, results of operations and prospects as from time to time may be reasonably requested by Travelport.  Travelport shall have the right to request financial information of the type covered in Sections 4.2(c)–(f) inclusive, on a more expedited time frame upon no less than five Business Days prior written notice.  Such requests will be made only to the extent such information is applicable to one or more members of the Travelport Affiliated Group.

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(l)              Earnings Releases .  Travelport agrees that, unless required by law, rule or regulation or unless OWW shall have consented thereto, no member of the Travelport Affiliated Group will publicly release any quarterly, annual or other financial information of the OWW Affiliated Group (“ OWW Information ”) delivered to Travelport pursuant to this Section 4.2 prior to the time that Travelport publicly releases financial information of Travelport for the relevant period.  OWW and Travelport will consult on the timing of their annual and quarterly earnings releases and will give each other an opportunity to review the information therein relating to the OWW Affiliated Group and to comment thereon.  In the event that any member of the Travelport Affiliated Group is required by law to publicly release such OWW Information prior to the public release of Travelport’s financial information, Travelport will give OWW notice of such release of OWW Information as soon as practicable but no later than two days prior to such release of OWW Information.

(m)        Cooperation on Public Filings .  Each of Travelport and OWW shall cooperate fully with each other to the extent reasonably requested by the other in the preparation of any of their respective public earnings releases, quarterly reports on Form 10-Q, any Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by them or any of their respective Subsidiaries with the SEC, any national securities exchange or otherwise made publicly available (collectively, “ Public Filings ”).  Each of Travelport and OWW agree to provide to each other all information that the other reasonably requests in connection with any such Public Filing or that, in the judgment of their respective General Counsels, is required to be disclosed therein under any law, rule or regulation. In this respect, Travelport or OWW, as the case may be, will provide all required financial information with respect to it and its consolidated Subsidiaries to the other Party’s auditors and management in a sufficient and reasonable time and in sufficient detail to permit such auditors to take all steps and perform all review necessary to provide sufficient assistance to such auditors with respect to information to be included or contained in such Public Filing, such assistance to such auditors to be in conformity with current and past practices.  All such information shall be provided by Travelport or OWW, as the case may be, in a timely manner to enable OWW or Travelport, as the case may be, to prepare, print and release such Public Filings on such date as Travelport shall determine.  If and to the extent requested by Travelport or OWW, the other Party shall diligently review all drafts of such Public Filings and prepare in a diligent and timely fashion any portion of such Public Filing pertaining to such other Party or its Subsidiaries.  Prior to any printing or public release of any Public Filing, an appropriate executive officer of Travelport or OWW, as the case may be, shall, if requested by the other Party, certify that the information relating to Travelport or OWW, as the case may be, in such Public Filing is accurate, true and correct in all material respects.  Unless required by law, rule or regulation, Travelport or OWW, as the case may be, shall not publicly release any financial or other information which conflicts with the information with respect to the other Party that is included in any Public Filing without the prior consent of OWW or Travelport, as the case may be.

(n)          OWW Selection of Auditor .  Subject to the requirements of all applicable laws, rules and regulations, (i) if OWW is to submit to a vote of its stockholders the election, approval or ratification of the selection of its firm of independent certified public accountants pursuant to Schedule 14A under the Exchange Act, OWW shall so submit to such a vote such accounting firm as is designated by Travelport and (ii) if OWW does not so submit a firm of

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accountants to such a vote, OWW shall cause its independent certified public accountants to be such accounting firm as is designated, from time to time, by Travelport.

(o)          Coordination of Auditors’ Opinions .  OWW will use its best efforts to enable its independent certified public accountants (the “ OWW Auditors ”) to complete their audit such that they will date their opinion on OWW’s audited annual financial statements on the same date that Travelport independent certified public accountants (the “ Travelport Auditors ”) date their opinion on any Travelport Affiliated Group member’s preparation of its audited annual financial statements and its Annual Reports to Shareholders (collectively the “ Travelport Annual Statements ”), and to enable Travelport to meet its timetable for the printing, filing and public dissemination of the Travelport Annual Statements.

(p)          Access to Personnel and Working Papers .  OWW will authorize the OWW Auditors to make available to the Travelport Auditors both the personnel who performed or are performing the annual audit of OWW and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the annual audit of OWW, in all cases within a reasonable time after the OWW Auditors opinion date, so that the Travelport Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the OWW Auditors as it relates to the Travelport Auditors’ report on the Travelport Annual Statements, all within sufficient time to enable Travelport to meet its timetable for the printing, filing and public dissemination of the Travelport Annual Statements.

(q)          Accounting Estimates and Principles .  OWW will give Travelport reasonable notice of any proposed significant change in accounting estimates or material changes in accounting principles from those in effect on the date hereof, including changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, that could affect both OWW and Travelport.  In this connection, OWW will consult with Travelport and, if requested by Travelport, OWW will consult with its independent public accountants with respect thereto.  As to material changes in accounting principles which could affect OWW or Travelport, OWW will not make any such changes without Travelport’s prior written consent, including changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, if such a change would be sufficiently material to be required to be disclosed in OWW’s financial statements as filed with the SEC or otherwise publicly disclosed therein.  If Travelport so requests, OWW will be required to obtain the concurrence of OWW Auditors as to such material change prior to its implementation.

(r)             Financial Reporting Systems .              Without Travelport’s prior written consent, no member of the OWW Affiliated Group shall change any of its financial reporting systems from Oracle or such other financial reporting system as it has in place on the date hereof.

Section 4.3  Fifty Percent Threshold .  OWW agrees that, during any period in which the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Voting Stock, or in which, notwithstanding such percentage, any member of the

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Travelport Affiliated Group is required, in accordance with GAAP, to consolidate OWW’s financial statements with its financial statements, in addition to the requirement of Section 4.2 :

 

(a)           Internal Auditors .  OWW shall provide Travelport’s internal auditors or other representatives of Travelport access to the books and records of any member of the OWW Affiliated Group so that Travelport may conduct reasonable audits relating to the financial statements provided by such member of the OWW Affiliated Group pursuant to Sections 4.2(c)-(g) hereof, inclusive, as well as to the internal accounting controls and operations of any member of the OWW Affiliated Group.

(b)          Management Certification .  OWW’s chief executive officer and chief financial or accounting officer shall submit a quarterly representation stating that there is and has been no failure on the part of the OWW or any of its directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Sections 302 and 906 related to certifications.

(c)           Detailed Quarterly Financial Information .  As soon as practicable, and within five Business Days (or other period as designated by Travelport) after the end of the first three fiscal quarters in each fiscal year of OWW, OWW shall deliver to Travelport (i) a detailed consolidated balance sheet, and consolidated statements of income, cash flow and shareholders’ equity consistent with Travelport’s present chart of accounts and reporting (with such changes in such chart of accounts and reporting as may be reasonably requested by Travelport from time to time) and (ii) statistical information necessary for inclusion in any Travelport Affiliated Group member’s quarterly earnings press release, along with appropriate supporting documentation.

(d)          Detailed Annual Financial Information .  As soon as practicable, and within five Business Days (or other period as designated by Travelport) after the end of each fiscal year of OWW, OWW shall deliver to Travelport (i) a detailed consolidated balance sheet, and consolidated statements of income, cash flow and shareholders’ equity consistent with Travelport’s present chart of accounts and reporting (with such changes in such chart of accounts and reporting as may be reasonably requested by Travelport from time to time) as of and for the full fiscal year and (ii) statistical information necessary for inclusion in any Travelport Affiliated Group member’s annual earnings press release, along with appropriate supporting documentation.

(e)           Accountants’ Reports .  Promptly, but in no event later than five Business Days following the receipt thereof, OWW shall deliver to Travelport copies of all reports submitted to any member of the OWW Affiliated Group by its independent certified public accountants, including, without limitation, each report submitted to any member of the OWW Affiliated Group concerning its accounting practices and systems and any comment letter submitted to management in connection with their annual audit and all responses by management to such reports and letters.

Section 4.4  Attorney Client Privilege .  The provision of any information pursuant to this Article IV shall not be deemed a waiver of any privilege, including the attorney-client and/or work-product privileges (each, a “ Privilege ”), applicable to any such information.  No

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member of the OWW Affiliated Group shall be required to provide any information pursuant to this Article IV if such member reasonably and in good faith concludes that the provision of such information could serve as a waiver of any Privilege afforded such information.

ARTICLE V

REGISTRATION RIGHTS

Section 5.1  Piggyback Registrations .

(a)           Right to Piggyback .  Whenever OWW proposes to register any sale of its Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) under the Securities Act for its own account or the account of any securityholder of OWW (other than the IPO, offerings pursuant to employee benefit plans, or noncash offerings in connection with a proposed acquisition, exchange offer, recapitalization or similar transaction) and the registration form to be used may be used for the registration of the offer and sale of Registrable Securities (a “ Piggyback Registration ”), OWW will give prompt written notice to Travelport and to all other holders of Common Stock having similar registration rights, of its intention to effect such a registration and, subject to Section 5.1(b) hereof, shall include in such registration all Registrable Securities with respect to which OWW has received written request for inclusion therein within 15 days after receipt of OWW’s notice.

(b)          Priority .  If a registration pursuant to this Section 5.1 involves an Underwritten Offering and the managing underwriter advises OWW in good faith that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then OWW will be required to include in such registration the maximum number of shares that such underwriter advises can be so sold without such adverse effect, allocated:

(i)                                      if such registration was initiated by OWW, (x) first, to the securities OWW proposes to sell, (y) second, among the shares of Common Stock requested to be included in such registration by members of the Travelport Affiliated Group and any other stockholder of OWW owning shares of Common Stock eligible for registration, pro rata , on the basis of the number of shares of Common Stock each holder requests be included in such registration, and (z) third, among other securities, if any, requested and otherwise eligible to be included in such registration; and

(ii)                                   if such registration was initiated by a security holder of OWW, (w) first, among the shares of Common Stock requested to be included in such registration by such requesting security holder, (x) second, among the shares of Common Stock requested to be included in such registration by any member of the Travelport Affiliated Group, (y) third, among the shares of Common Stock requested to be included in such registration by any other stockholder of OWW owning shares of Common Stock eligible for such registration, pro rata , on the basis of the number of shares of Common Stock each holder requests be included

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in such registration, and (z) fourth, among other securities, if any, requested and otherwise eligible to be included in such registration (including securities to be sold for the account of OWW).

(c)           Termination of Offering .  In the case of a registration initiated by OWW, nothing contained herein shall prohibit OWW from determining, at any time, not to file a registration statement or, if filed, to withdraw such registration or terminate or abandon the registration related thereto, without prejudice, however, to the rights of the members of the Travelport Affiliated Group to immediately request a registration pursuant to Section 5.2 hereof.

Section 5.2  Requested Registrations .

 

(a)           Right to Request Registration .  At any time after the date hereof, upon the written request of any member of the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act of all or part of the Registrable Securities (a “ Demand Registration ”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided , that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a) , (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 million; provided , that in the event that the members of the Travelport Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration.

Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested to be so registered.

(b)          Effective Registration .  A registration requested pursuant to this Section 5.2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 5.2(a) above) (i) unless the registration statement relating thereto has become effective under the Securities Act, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by any member of the Travelport Affiliated Group and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into

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in connection with such registration are not satisfied or waived other than by reason of some act or omission by any member of the Travelport Affiliated Group, or (iv) if, pursuant to Section 5.2(c) hereof, less than all of the Registrable Securities requested be registered were actually registered and sold.

(c)           Priority .  If a requested registration pursuant to this Section 5.2 involves an Underwritten Offering and the managing underwriter shall advise OWW that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then OWW will be required to include in such registration the maximum number of shares that such underwriter advises can be so sold without having such adverse effect, allocated (i) first, to Registrable Securities requested by the member(s) of the Travelport Affiliated Group to be included in such registration, (ii) second, among all shares of Common Stock requested to be included in such registration by any other stockholder of OWW owning shares of Common Stock eligible for such registration, pro rata on the basis of the number of shares of Common Stock requested to be included in such registration and (iii) third, among other securities, if any, requested and otherwise eligible to be included in such registration (including securities to be sold for the account of OWW).

(d)          Preemption of Demand Registration .  Notwithstanding the foregoing, if the Board of Directors of OWW determines in its good faith judgment, (i) after consultation with a nationally recognized investment banking firm, that there will be an adverse effect on a then-contemplated public offering of OWW’s securities, (ii) that the disclosures that would be required to be made by OWW in connection with such registration would be materially harmful to OWW because of transactions then being considered by, or other events then concerning, OWW, or (iii) that registration at the time would require the inclusion of pro forma or other information, which requirement OWW is reasonably unable to comply with, then OWW may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5.2 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the requesting holders of Registrable Securities); provided , that at all times OWW is in good faith using all reasonable efforts to file the registration statement as soon as practicable.

(e)           Other Registration Rights .  OWW shall not grant to any Person the right, except to employees, directors, agents and consultants of OWW, to request OWW to register any securities of OWW except such rights as are not more favorable than the rights granted to the members of the Travelport Affiliated Group herein, without the written consent of Travelport.

Section 5.3  Registration Procedures .  If and whenever OWW is required to use its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, OWW shall:

 

(a)           prepare and file with the SEC as expeditiously as possible but in no event later than 90 days after receipt of a request for registration with respect to such Registrable Securities, an automatically effective shelf registration statement on Form S-3, if available to OWW at such time, or, if not, a registration statement on any form for which OWW then qualifies or which counsel for OWW shall deem appropriate, which form shall be available for the sale of the

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Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become effective as soon as practicable, and to maintain the effectiveness of such form for three years from the date of its effectiveness; provided , that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, including any documents incorporated by reference therein, OWW shall (x) furnish to Travelport and to one counsel selected by Travelport (or by Travelport and holders of other securities covered by such registration statement, but in no event to more than one firm of attorneys for all such selling security holders) copies of all such documents proposed to be filed, which documents shall be subject to the review of Travelport and such counsel, and (y) notify Travelport of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

(b)          prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or such shorter period which shall terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174, or any successor thereto, thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c)           furnish, without charge, to Travelport and each underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (including one conformed copy to Travelport and one signed copy to each managing underwriter and in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents as Travelport may reasonably request to facilitate the disposition of the Registrable Securities registered thereunder;

(d)          use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the selling holders, and the managing underwriter, if any, reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the selling holders and each underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities registered thereunder; provided , that OWW shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;

(e)           immediately notify the managing underwriter, if any, Travelport and the selling holders at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event which comes to OWW’s attention if as a result of such event the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and OWW shall promptly prepare and furnish to the selling holders a supplement or amendment to such prospectus so that as thereafter delivered,

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such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however, that if OWW determines in good faith that the disclosure that would be required to be made by OWW would be materially harmful to OWW because of transactions then being considered by, or other events then concerning, OWW, or a supplement or amendment to such prospectus at such time would require the inclusion of pro forma or other information, which requirement OWW is reasonably unable to comply with, then OWW may defer, for a reasonable period of time not to exceed 90 days, furnishing to the selling holders a supplement or amendment to such prospectus; provided further, that at all times OWW is in good faith using all reasonable efforts to file such amendment as soon as practicable;

(f)             use its best efforts to cause all such securities being registered to be listed on each securities exchange on which similar securities issued by OWW are then listed, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided , that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement;

(g)          make available for inspection by Travelport and any holder of securities covered by such registration statement, any underwriter participating in any offering pursuant to such registration statement, and any attorney, accountant or other agent retained by such Persons (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the OWW Affiliated Group as shall be reasonably necessary to enable them to exercise their due diligence responsibilities, and cause officers, directors and employees of members of the OWW Affiliated Group to supply all information and respond to all inquiries reasonably requested by any such Inspector in connection with such registration statement.  Notwithstanding the foregoing, OWW shall have no obligation to disclose any such records to the Inspectors in the event OWW determines that such disclosure is reasonable likely to have an adverse effect on OWW’s ability to assert the existence of an attorney-client privilege with respect thereto;

(h)          if requested, use its best efforts to obtain a “cold comfort” letter from OWW’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters;

(i)              make available senior management personnel to participate in, and cause them to cooperate with the underwriters in connection with, “road show” and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities;

(j)              otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earning statement covering a period of at least 12 months, beginning with the first month after the effective date of the registration statement (as the term “effective date” is defined in Rule 158(c) under the Securities Act), which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and

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(k)           if requested to do so by the selling holders, use its best efforts to create a depositary arrangement whereby depositary shares representing fractional shares of Registrable Securities will be issued and to cause to be prepared and to execute customary documentation with respect to such depositary arrangement and such other documentation that the selling holders may reasonably request to facilitate the disposition of the depositary shares created thereunder (including, but not limited to, engaging a depositary and preparing and executing a depositary agreement).

It shall be a condition precedent to the obligation of OWW to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered at the request of any member of the Travelport Affiliated Group that Travelport shall furnish to OWW such information regarding the securities of OWW held by Travelport and the intended method of disposition thereof as OWW shall reasonably request and as shall be required in connection with the action taken by OWW.

Travelport agrees that, unless it obtains the prior consent of the OWW, and OWW agrees that, unless it obtains the prior consent of Travelport, it will not make any offer pursuant to this Article V that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the SEC; provided that this paragraph shall not restrict either Travelport or OWW from making any filings required to comply with their respective reporting obligations under the Exchange Act or the rules and regulations thereunder.

Section 5.4  Restriction on Disposition of Registrable Securities .  Travelport agrees that, upon receipt of any notice from OWW of the happening of any event of the kind described in Section 5.3(e) hereof, Travelport shall, and shall cause each member of the Travelport Affiliated Group to, discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.3(e) hereof, or until otherwise notified by OWW, and, if so directed by OWW, Travelport shall, and shall cause each member of the Travelport Affiliated Group to, deliver to OWW (at OWW’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in their possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice.  In the event OWW shall give any such notice, the 180-day period mentioned in Section 5.3(b) hereof shall be extended by the greater of (x) three months or (y) the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.3(e) hereof to and including the date when the selling holders shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.3(e) hereof.

 

Section 5.5  Selection of Underwriters .  If any offering pursuant to a registration requested pursuant to Section 5.2 hereof is to be an Underwritten Offering, Travelport shall have the right to select a managing underwriter or underwriters to administer the offering.

 

Section 5.6  Registration Expenses .  OWW shall pay for all costs and expenses with respect to its compliance with its obligations in connection with a registration hereunder, including, but not limited to:  (i) all registration and filing fees, (ii) fees and expenses of

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compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses (including without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities on any national securities exchange, (vi) the reasonable fees and disbursements of counsel for OWW and customary fees and expenses for independent certified public accountants retained by OWW (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters), (vii) the reasonable fees and disbursements of not more than one firm of attorneys acting as legal counsel for all of the selling stockholders, collectively, (viii) the fees and expenses of any registrar and transfer agent or any depositary, (ix) the underwriting fees, discounts and commissions applicable to any Common Stock sold for the account of OWW and (x) the cost of preparing all documentation in connection therewith.  Except as otherwise provided in clause (ix) of this Section 5.6 , OWW shall have no obligation to pay any underwriting fees, discounts, commissions or expenses attributable to the sale of Registrable Securities, including, without limitation, the fees and expenses of any underwriters and such underwriters’ counsel.

Section 5.7  Conversion of Other Securities .  If any holder of Registrable Securities offers any options, rights, warrants or other securities issued by it or any other Person that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities underlying such options, rights, warrants or other securities shall be eligible for registration pursuant to Sections 5.1 and 5.2 hereof.

 

Section 5.8  Rule 144 .  If and for so long as OWW is subject to the reporting requirements of the Exchange Act, OWW shall take such measures and file such information, documents and reports as shall be required by the SEC as a condition to the availability of Rule 144 (or any successor provision) under the Securities Act.

 

Section 5.9  Transfer of Registration Rights .

 

(a)           Any member of the Travelport Affiliated Group may transfer all or any portion of its rights under this Article V to any transferee (each, a “ Transferee ”) of Registrable Securities.  Any transfer of registration rights pursuant to this Section 5.9 shall be effective upon receipt by OWW of written notice from such member of the Travelport Affiliated Group stating the name and address of any Transferee and identifying the amount of Registrable Securities with respect to which the rights under this Article V (and Article VI hereof) are being transferred and the nature of the rights so transferred.  In connection with any such transfer, the term “Travelport” or “member of the Travelport Affiliated Group” as used in this Article V shall, where appropriate to assign such rights and obligations to such Transferee, be deemed to refer to the Transferee.  Any member of the Travelport Affiliated Group and such Transferees may exercise the registration rights hereunder in such proportion as they shall agree among themselves.

(b)          After such transfer, each member of the Travelport Affiliated Group shall retain its rights under this Agreement with respect to all other Registrable Securities owned by such member of the Travelport Affiliated Group.

 

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(c)           Upon the request of any member of the Travelport Affiliated Group, OWW shall execute a registration rights agreement with such Transferee or a proposed Transferee substantially similar to the applicable sections of this Agreement.

ARTICLE VI

BUSINESS AND REGISTRATION STATEMENT INDEMNIFICATION

Section 6.1  General Cross Indemnification.

(a)           Travelport agrees to indemnify and hold harmless each member of the OWW Affiliated Group and each of the officers, directors, employees and agents of the OWW Affiliated Group against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “ Losses ”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “ Actions ”), based on, arising out of, pertaining to or in connection with (i) any breach by Travelport or any member of the Travelport Affiliated Group of this Agreement or any Ancillary Agreement, (ii) the ownership or the operation of the Assets or properties (other than capital stock of any member of OWW Affiliated Group), and the operation or conduct of the business of, including contracts entered into by, the members of the Travelport Affiliated Group, whether before, on or after the date hereof, and (iii) the actions of any employee of any member of the OWW Affiliated Group whose salary and benefits Travelport is required to reimburse to such member of the OWW Affiliated Group pursuant Section 8.1 .

(b)          OWW agrees to indemnify and hold harmless each member of the Travelport Affiliated Group and each of its officers, directors, employees and agents of each member of the Travelport Affiliated Group against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any activities, action or inaction on the part of any member of the OWW Affiliated Group or any of their officers, directors, employees, Affiliates acting as such (other than a member of the Travelport Affiliated Group acting as such), fiduciaries or agents (including any Losses related to the use, occupation of, or access to/from the Denver Data Center, or the exercise of any rights granted with respect thereto, or the use of any of the services or equipment within the Denver Data Center by any member of the OWW Affiliated Group) (ii) any breach by OWW or any member of the OWW Affiliated Group of this Agreement or any Ancillary Agreement, and any other acts or omissions arising out of performing such agreements, or any agreement between OWW and a third party, (iii) the ownership or the operation of the Assets or properties of, and the operation or conduct of the business of, including contracts entered into by, any member of the OWW Affiliated Group, whether before, on or after the date hereof, (iv) any Keepwell, (v) any breach of any covenant in the debt instruments or agreements of any member of the Travelport Affiliated Group that results from any action of any member of the OWW Affiliated Group that was taken without the prior written consent of Travelport, (vi) any Liability resulting from the conversion of the Travelport equity and profit interests, (vii) any untrue statement or alleged untrue statement of a material fact

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contained in any Public Filing of any member of the Travelport Affiliated Group, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with respect to information, if any, provided by any member of the OWW Affiliated Group in writing to any member of the Travelport Affiliated Group expressly for use in such Public Filing, (viii) third party claims of intellectual property infringement based on, arising out of, resulting from or in connection with the Services (as defined in the Transition Services Agreement) provided under the Transition Services Agreement, unless such infringement is a result of the willful misconduct of Travelport, acting as Service Provider (as defined in the Transition Services Agreement), (ix) the actions of any employee of any member of the Travelport Affiliated Group whose salary and benefits OWW is required to reimburse to such member of the Travelport Affiliated Group pursuant Section 8.1 , and (x) any failure of OWW to reimburse Travelport pursuant to its obligations under Section 2.10(d) hereof or for other actions or failures to act by OWW related to letters of credit issued on its behalf under the Travelport Credit Facility.

(c)           The indemnity agreement contained in Sections 6.1(a) and (b) shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.

Section 6.2  Registration Statement Indemnification .

(a)           OWW agrees to indemnify and hold harmless each member of the Travelport Affiliated Group, each Person to whom registration rights shall have been transferred pursuant to Section 5.9 hereof and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Registration Indemnitees ”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to a Registration Indemnitee furnished in writing to any member of the OWW Affiliated Group by or on behalf of such Registration Indemnitee expressly for use in the Registration Statement or Prospectus, and (ii) information relating to any underwriter furnished in writing to any member of the OWW Affiliated Group by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus.

(b)          Each Registration Indemnitee agrees, severally and not jointly, to indemnify and hold harmless each member of the OWW Affiliated Group and any of their respective directors or officers who sign any Registration Statement, and any Person who controls OWW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from OWW to each Registration Indemnitee, but only with respect to information relating to such Registration Indemnitee furnished in writing to any member of the OWW Affiliated Group by or on behalf of such Registration Indemnitee expressly for use in any Registration Statement or Prospectus.  For purposes of this Section 6.2(b) , any information relating to any underwriter that is contained in a Registration Statement

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or Prospectus shall not be deemed to be information relating to a Registration Indemnitee.  If any Action shall be brought against OWW, any of its directors, any such officer, or any such controlling Person based on any Registration Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnitee pursuant to this paragraph (b), such Registration Indemnitee shall have the rights and duties given to OWW by Section 6.4 hereof (except that if OWW shall have assumed the defense thereof such Registration Indemnitee shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnitee’s expense), and OWW, its directors, any such officer, and any such controlling Person shall have the rights and duties given to such Registration Indemnitee by Section 6.4 hereof.

Section 6.3  Contribution .

(a)           If the indemnification provided for in this Article VI is unavailable to an indemnified Party under Section 6.2 hereof in respect of any Losses referred to therein, then an indemnifying Party, in lieu of indemnifying such indemnified Party, shall contribute to the amount paid or payable by such indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by OWW on the one hand and the applicable Registration Indemnitee on the other hand from the offering of the securities covered by such Registration Statement and Prospectus, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of OWW on the one hand and the applicable Registration Indemnitee on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  The relative benefits received by OWW on the one hand and a Registration Indemnitee on the other shall be deemed to be in the same proportion as the total net proceeds from the applicable securities offering (before deducting expenses) received by OWW bear to the total net proceeds from such offering (before deducting expenses) received by such Registration Indemnitee.  The relative fault of OWW on the one hand and the applicable Registration Indemnitee on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by OWW on the one hand or by such Registration Indemnitee on the other hand and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b)          OWW and each Registration Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 6.3 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (a) above.  The amount paid or payable by an indemnified Party as a result of the Losses referred to in paragraph (a) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified Party in connection with investigating any claim or defending any such Action.  Notwithstanding the provisions of this Section 6.3 , a Registration Indemnitee shall not be required to contribute any amount in excess of the amount by which the proceeds to such Registration Indemnitee exceeds the amount of any damages which such Registration Indemnitee has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged

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omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 6.4  Procedure . If any Action shall be brought against a Registration Indemnitee or any other Person entitled to indemnification pursuant to this Article VI (collectively with the Registration Indemnitees, the “ Indemnitees ”) in respect of which indemnity may be sought against OWW, such Indemnitee shall promptly notify OWW, and OWW shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses.  Such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) OWW has agreed in writing to pay such fees and expenses, (ii) OWW has failed to assume the defense and employ counsel, or (iii) the named parties to an Action (including any impleaded parties) include both an Indemnitee and OWW and such Indemnitee shall have been advised by its counsel that representation of such indemnified Party and OWW by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case OWW shall not have the right to assume the defense of such Action on behalf of such Indemnitee).  It is understood, however, that OWW shall, in connection with any one such Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified Persons not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred.  OWW shall not be liable for any settlement of any such Action effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such Action, OWW agrees to indemnify and hold harmless each Indemnitee, to the extent provided in the preceding paragraph, from and against any Losses by reason of such settlement or judgment.

Section 6.5  Other Matters .

(a)           No indemnifying Party shall, without the prior written consent of the indemnified Party, effect any settlement of any pending or threatened Action in respect of which any indemnified Party is or could have been a Party and indemnity could have been sought hereunder by such indemnified Party, unless such settlement includes an unconditional release of such indemnified Party from all liability on claims that are the subject matter of such Action.

(b)          Any Losses for which an indemnified Party is entitled to indemnification or contribution under this Article VI shall be paid by the indemnifying Party to the indemnified Party as such Losses are incurred.  The indemnity and contribution agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, OWW, its directors or officers, or any Person controlling OWW, and (ii) any termination of this Agreement.

(c)           The Parties hereto shall, and shall cause their respective Subsidiaries to, cooperate with each other in a reasonable manner with respect to access to unprivileged

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information and similar matters in connection with any Action.  The provisions of this Article VI are for the benefit of, and are intended to create third party beneficiary rights in favor of, each of the indemnified parties referred to herein.

ARTICLE VII

OTHER PROVISIONS

Section 7.1   Insurance .

(a)           As of and after the date hereof, Travelport shall continue to provide OWW with access to Occurrence Based Policies of Travelport that include coverage for OWW for periods prior to the date hereof, and Travelport shall reasonably cooperate with OWW and take reasonable actions as may be necessary or advisable to assist OWW in submitting claims for occurrences taking place prior to the date hereof to which such policies are responsive;  provided , however, that OWW shall be responsible for any deductibles and associated expenses, including defense costs, legally due and owing relating to such claims. Travelport shall have the sole and absolute authority to collect funds from OWW for all such deductibles and associated expenses, including defense costs, and to manage any and all claims filed under any policy referred to in this Section 7.1 or any insurance coverage or self-insurance relating to prior periods, including prior coverage for Travelport and OWW referred to in Section 11.3 of the Cendant Separation Agreement.  OWW shall have the right, subject to the foregoing, to consult with Travelport regarding the management and settlement of any and all OWW claims filed under any policy referred to in this Section 7.1 and in Section 11.3 of the Cendant Separation Agreement, but OWW acknowledges that all contact with any insurance company providing such coverage shall be directed exclusively through Travelport.

(b)          OWW acknowledges that under Claims Made Policies of Travelport, all insurance coverage for OWW for any occurrence, act, omission or event taking place prior to the date hereof and for any liability or condition arising after the date hereof shall terminate as of the date hereof, and that no OWW claims may be brought against Claims Made Policies of Travelport.

Section 7.2  Non-Solicitation; Non-Hire . (a)              Except as provided in Section 7.2(b) , for a period of two years following the IPO, no member of the Travelport Affiliated Group, on the one hand, or the OWW Affiliated Group, on the other hand, will, without the prior written consent of OWW or Travelport, respectively, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit or hire, or attempt to solicit or hire, any Person employed by any member of the other Affiliated Group (a “ Solicitation ”) whose annual base salary plus cash bonus exceeds $150,000 (or its equivalent in U.S. currencies), excluding any equity-based compensation element of such bonus (the “ Restricted Employees ”), whether or not such employee is a full-time or a temporary employee of any member of the Travelport Affiliated Group or the OWW Affiliated Group (as applicable), and whether or not such employment is pursuant to written agreement; provided, that the foregoing will not (i) prevent either Party or their Affiliated Group from soliciting or hiring any such Person after the termination of such employee’s employment by their respective employer unless specifically prohibited by such employee’s separation agreement, if any, with any member of the Travelport

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Affiliated Group or the OWW Affiliated Group (as applicable), (ii) prohibit either Party from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted towards the Restricted Employees, or (iii) apply to any individual listed on Schedule 7.2(a) hereto; provided, further, that a general solicitation conducted by an employment agency on behalf of one of the Parties which inadvertently contacts a Restricted Employee will not trigger this Section 7.2 , so long as such Restricted Employee is not hired by the Party conducting the general solicitation for employees of their Affiliated Group.

(b)          However, in the case of any Solicitation of (i) Donvand Limited and its Subsidiaries and (ii) Octopus Travel Group Limited and its Subsidiaries, the period during which such entities are prohibited from any Solicitation shall be two years following the IPO and the term “Restricted Employee” shall include all employees of such entities regardless of the amount of their annual base salary.

Section 7.3  Form S-8 .  To the extent necessary to enable the unrestricted transfer of the applicable shares of OWW’s Common Stock, upon consummation of the IPO, OWW shall file and cause to remain effective a registration statement on Form S-8 (or such other applicable form) with the SEC to register the shares of OWW’s Common Stock that may be acquired by employees of Travelport pursuant to Travelport’s employee stock or option plans.

Section 7.4  Regulatory Approvals . To the extent that any regulatory or other approvals shall be necessary to effect and perform any of the provisions of this Agreement, the Parties hereto shall use their best efforts to obtain such approvals prior to the date upon which not obtaining such approvals would result in a default of such Party’s obligations hereunder.  If such approvals have not been obtained by such date, then each Party hereto shall not be deemed to be in default of its obligations hereunder so long as such Party is in good faith diligently using their best efforts to obtain such approvals as soon as practicable.  To the extent that any such regulatory approval is not obtained within a reasonable period of time after such date, Travelport and OWW shall in good faith use their best efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 7.5  Charter Provision .  OWW shall comply with, and shall cause each of its present and future direct and indirect Subsidiaries to take any and all actions necessary to ensure continued compliance by each such member of the OWW Affiliated Group with, the terms and provisions of the Charter.  OWW shall notify Travelport in writing as soon as possible after becoming aware of any act or activity taken or proposed to be taken by any member of the OWW Affiliated Group which resulted or would result in non-compliance with the Charter and shall take or refrain from taking all such actions as Travelport shall in its sole discretion determine necessary or desirable to prevent or remedy any such non-compliance.

Section 7.6  Access to Historical Records . Subject to Section 7.12 , Travelport and OWW will retain the right to access the shared or commingled historical records, including but not limited to, the books, records, and such other records, files, information and/or data, or portions thereof (the “ Records ”) related to the historical corporate association of OWW with Travelport stored at the facilities of Iron Mountain Inc. The ownership of any Records relating solely to either Party shall be transferred to such Party to the extent not already owned by such Party.  Notwithstanding anything in this Agreement to the contrary, the retention of and access to

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Records related to the tax matters of OWW will be governed exclusively by the Tax Sharing Agreement.  The provision of any Records shall not be deemed a waiver of any Privilege and the Parties shall use reasonable efforts to maintain and protect such Privileges with reasonable prior notice and in consultation with the other Parties.

Section 7.7  Records Stemming from Affiliate Relationship .  For a period of one year following the Trigger Date, subject to an extension (a) of up to five years upon the demonstration of a legal or regulatory requirement for such extension by the requesting Party or (b) for any longer period required under the Cendant Separation Agreement, Travelport and OWW will retain the right to access such other records which exist resulting from Travelport’s and OWW’s relationship as affiliates.  Upon reasonable notice and at each Party’s own expense, Travelport (and its authorized representatives) and OWW (and its authorized representatives) will be afforded access to such records at reasonable times and during normal business hours and each Party (and its authorized representatives) will be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided , access to such records may be denied if (i) Travelport or OWW, as the case may be, cannot demonstrate a legitimate business need, for the one year period following the Trigger Date, or a legal or regulatory requirement, for the extension period described above, for such access to the records, (ii) the information contained in the records is subject to any applicable confidentiality commitment to a third party, (iii) a bona fide competitive reason exists to deny such access, (iv) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party, (v) Travelport or OWW, as the case may be,  reasonably and in good faith concludes that such access would serve as a waiver of any Privilege afforded to such record, and (vi) such access will unreasonably disrupt the normal operations of Travelport or OWW, as the case may be.  Any Records or information provided by or on behalf of or made available by or on behalf of the other Party hereto pursuant to this Article VII shall be on an “as is,” “where is” basis and neither Party is making any representation or warranty with respect to such records or the completeness thereof.

Section 7.8  Litigation and Settlement Cooperation .

(a)           With respect to any claim or demand made against any member of either the Travelport Affiliated Group or the OWW Affiliated Group (each, a “ Third Party Claim ”) that implicates at least one member of each of the Travelport Affiliated Group and the OWW Affiliated Group in a material fashion due to the allocation of Losses, responsibilities for management of defense and related indemnities pursuant to this Agreement, the Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the applicable parties the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims.

(b)          Travelport and OWW agree that at all times henceforth, if an action is commenced by a third party with respect to which any member of either the Travelport Affiliated Group or the OWW Affiliated Group is a nominal defendant and/or such action is otherwise not a Loss allocated to any such Party under this Agreement, then such member of the Travelport

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Affiliated Group or the OWW Affiliated Group, as the case may be, shall use commercially reasonable efforts to cause such nominal defendant to be removed from such action.

Section 7.9  Cendant Transition Services Agreement .

(a)           To the extent that Travelport is obligated to pay to Avis Budget, Realogy or Wyndham any amounts pursuant to the Cendant Transition Services Agreement, OWW shall pay to Travelport 29% of the amount actually paid by Travelport to each of Avis Budget, Realogy and Wyndham as soon as practicable after such payment is made and notice of such payment is provided to OWW.

(b)          Any liabilities pertaining to any of the Parties or their respective Affiliated Groups under Exhibit 67 to the Cendant Transition Services Agreement will be paid 100% by OWW.

Section 7.10  Cendant Separation Agreement .  Notwithstanding anything in Section 7.6 or Section 7.7 to the contrary, each Party shall, and shall cause its Affiliates to, comply with all provisions of the Cendant Separation Agreement relating to Information (for purposes of this Section 7.10 only, as defined in the Cendant Separation Agreement), and permit access to Information in accordance with the Cendant Separation Agreement.

Section 7.11  Corporate Names and Other Parties’ Trademarks .

Except as otherwise specifically provided in the Master License Agreement, as soon as reasonably practicable after the Trigger Date but in any event within six (6) months thereafter:

(a)                                   OWW and the members of its Affiliated Group shall cease to make any use of any names or Trademarks that include the (A) Trademarks of Travelport, Travelport’s Affiliated Group, Realogy, Wyndham, “Cendant” or “Cendant Corporation” and (B) any names or Trademarks related thereto including any names or Trademarks confusingly similar thereto or dilutive thereof (the “ Non-OWW Marks ”); provided , however, that the foregoing shall not prohibit OWW or any member of OWW’s Affiliated Group from making use of any Non-OWW Mark in a manner that would constitute “fair use” under applicable law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent of the party owning such Non-OWW Mark.  In furtherance of the foregoing, as soon as practicable but in no event later than six (6) months following the Trigger Date, OWW and the members of OWW’s Affiliated Group shall remove, strike over or otherwise obliterate all Non-OWW Marks from all of such Party’s and its Affiliated Group’s Assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems.  Any use by OWW or any member of OWW’s Affiliated Group of any of the Non-OWW Marks as permitted in this Section 7.11(a) is subject to their compliance with the quality control requirements and guidelines in effect for the Non-OWW Marks as of the Trigger Date.

(b)                                  Travelport and the members of its Affiliated Group shall cease to make any use of any names or Trademarks that include the (A) Trademarks of OWW or OWW’s

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Affiliated Group and (B) any names or Trademarks related thereto including any names or Trademarks confusingly similar thereto or dilutive thereof (the “ OWW Marks ”); provided , however, that the foregoing shall not prohibit Travelport or any member of Travelport’s Affiliated Group from making use of any OWW Mark in a manner that would constitute “fair use” under applicable law if any unaffiliated third party made such use or would otherwise be legally permissible for any unaffiliated third party without the consent of the party owning such OWW Mark.  In furtherance of the foregoing, as soon as practicable but in no event later than six (6) months following the Trigger Date, Travelport and the members of Travelport’s Affiliated Group shall strike over or otherwise obliterate all OWW Marks from all of such Party’s and its Affiliated Group’s Assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems.  Any use by Travelport or any member of Travelport’s Affiliated Group of any of the OWW Marks as permitted in this Section 7.11(b) is subject to their compliance with the quality control requirements and guidelines in effect for the OWW Marks as of the Trigger Date.

Section 7.12  Information . 

(a)           Travelport and OWW each acknowledges that the Records and other information and/or data, or portions thereof in its or in a member of its Affiliated Group’s possession, custody or control as of the Trigger Date may include Information owned by the other Party or a member of the other Party’s Affiliated Group and not related to (i) such Party or its business or (ii) the historical corporate association of OWW (the “ Information ”).

(b)          Notwithstanding such possession, custody or control, such Information specified in Section 7.12(a) shall remain the property of such other Party or member of such other Party’s Affiliated Group, subject to Section 7.6 .  Each Party agrees, subject to legal holds and other legal requirements and obligations, (i) that such Information is to be treated as Confidential Information of the Party to which it relates and (ii) subject to the Cendant Separation Agreement and the Transition Services Agreement, to use commercially reasonable efforts within a reasonable time to, where reasonably practical to do so without significant effort, (1) purge such Information from its databases, files and other systems and not retain any copy of such Information (including, if applicable, by transferring such Information to the party to which such Information belongs), or (2) if such purging is not practicable, to encrypt or otherwise make unreadable or inaccessible such Information.

Section 7.13   Travelport Credit Facility; Indentures .  So long as OWW is a restricted subsidiary under the Travelport Credit Facility or either of the Indentures, if OWW takes any action that requires any member of the Travelport Affiliated Group to repay or repurchase any of its outstanding indebtedness under the Travelport Credit Facility or the Indentures, OWW shall, within the period required by the Travelport Credit Facility or the Indentures, as applicable, pay to Travelport an amount in immediately available cash that will permit Travelport to repay or repurchase such outstanding indebtedness, as required by the Travelport Credit Facility and the Indentures, as applicable.

Section 7.14  GIGADA and PFS Agreement Reporting .  OWW agrees to maintain detailed records with respect to all airline segments booked by or through any member of the

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OWW Affiliated Group pursuant to any Galileo International Global Airline Distribution Agreement, including all addenda and amendments thereto, entered into by Galileo International L.L.C. and Galileo Nederland, B.V. (collectively, “Galileo”) and various airlines (“GIGADA), and any Preferred Fares Select Agreements entered into by Galileo and such airlines in connection therewith (together, the “PFS Agreements”), and to share the same information with Travelport upon Travelport’s request, so long as any member of the OWW Affiliated Group is considered an “affiliate” under GIGADA and the PFS Agreements.

Section 7.15  Payment of Dividend to TDS .  OWW agrees to pay to TDS the dividends declared by OWW’s board of directors prior to the date hereof equal to the total amount of net proceeds resulting from the exercise, if any, of the IPO underwriters’ option to purchase additional shares of Common Stock, as described in the IPO S-1 (the “ Shoe Dividend ”).  The Shoe Dividend shall be paid by OWW to TDS on such date as the IPO underwriters pay funds to OWW to purchase additional shares of Common Stock pursuant to their option to do so, as described in the IPO S-1.

ARTICLE VIII

EMPLOYMENT MATTERS

Section 8.1  Employees on Travelport or OWW Payroll .  Travelport and OWW shall cooperate to identify (1) all employees of any member of the OWW Affiliated Group whose sole or primary responsibilities relate to the B2B Businesses (including without limitation Travelport Corporate Services), and (2) all employees of any member of the Travelport Affiliated Group whose sole or primary responsibilities relate the B2C Businesses, and the parties shall continue to employ each such employee, as directed by the other Party, until the earliest of: (x) each such employee’s termination of employment, as directed by the other Party; (y) the transfer of each such employee to payroll of any member of the other Affiliated Group or any third party with which the other Affiliated Group has contracted to employ or otherwise engage each such employee; or (z) December 31, 2007; provided , that if December 31, 2007 is the earliest such date, either Party shall, upon the reasonable request of the other Party, extend its employment of any employees specified by the other Party through March 31, 2008. Other than as provided in the proviso immediately preceding this sentence, neither Party shall have any obligation to employ any employees covered by this Section 8.1 after December 31, 2007. Until the date of any such employee’s transfer or termination of employment pursuant to this Section 8.1 , such employee shall continue to be employed by, receive compensation from, and participate in the employee benefit plans of, his or her employer as of the date of this Agreement, and each of Travelport and OWW shall reimburse the appropriate member of the other Affiliated Group for compensation and benefits applicable to employees who until such time as they are terminated or transferred pursuant to this Section 8.1 .

ARTICLE IX

DISPUTE RESOLUTION

Section 9.1  Negotiation .  In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the Transactions, including any claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of any contract relating

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to the use or lease of real property if any third party is a necessary party to such controversy, dispute or claim) (collectively, “ Agreement Disputes ”), the general counsels of OWW and Travelport and/or such other executive officer designated by the relevant Party shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided , that such reasonable period shall not, unless otherwise agreed by the relevant Parties in writing, exceed thirty (30) days from the time of receipt by any such Party of written notice of such Agreement Dispute (“ Dispute Notice ”); provided , further, that in the event of any arbitration in accordance with Section 9.2 hereof, the relevant parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved.

Section 9.2  Arbitration .  If the Agreement Dispute has not been resolved for any reason after thirty (30) days have elapsed from the receipt by a Party thereto of a Dispute Notice, such Agreement Dispute shall be determined, at the request of any relevant Party, by arbitration conducted in New York City, before and in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (“ AAA ”), except as modified herein (the “ Rules ”). There shall be three arbitrators. Each Party shall appoint one arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. The two Party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal. Any arbitrator not timely appointed by the parties shall be appointed by the AAA in accordance with the listing, ranking and striking method in the Rules, and in any such procedure, each Party shall be given a limited number of strikes, excluding strikes for cause. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VIII shall be determined by the arbitrators. In resolving any Agreement Dispute, the parties intend that the arbitrators shall apply the substantive Laws of the State of New York, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final and binding on the parties. The parties agree to comply and cause the members of their applicable group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York. The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages, specific performance and all other forms of legal and equitable relief; provided , however, the arbitrators shall not be entitled to award punitive, exemplary, treble or any other form of non-compensatory damages unless in connection with indemnification for a Third Party Claim (and in such a case, only to the extent awarded in such Third Party Claim). Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant parties or permitted by this Agreement, the relevant parties shall keep, and shall cause the members of their applicable group to keep, confidential all matters relating to the arbitration or the award, and any negotiations, conferences and discussions pursuant to this Article VIII shall be treated as compromise and settlement negotiations; provided , that such matters may be

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disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or stock exchange. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. Nothing contained herein is intended to or shall be construed to prevent either Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of either Party to respect the arbitral tribunal’s orders to that effect.

Section 9.3  Confidentiality Arbitration Proceedings .  Except to the extent necessary in connection with arbitration of any Dispute under this Agreement, a court challenge to the arbitration contemplated by Section 9.1 hereof or for enforcement of an arbitral award, information concerning (i) the existence of an arbitration pursuant to Section 9.1 hereof, (ii) any documentary or other evidence given by a Party or a witness in the arbitration and (iii) the arbitration award may not be disclosed by the tribunal administrator, the arbitrators, either Party or its counsel to any Person or entity not connected with the proceeding unless required by law or by a court or competent regulatory body, and then only to the extent of disclosing what is legally required.  A Party filing any document arising out of or relating to any arbitration in court shall seek from the court confidential treatment for such document.

ARTICLE X

MISCELLANEOUS

Section 10.1  Notices .  All notices and other communications provided for hereunder shall be dated and in writing and shall be deemed to have been given (a) when delivered, if delivered personally, sent by confirmed telecopy or sent by registered or certified mail, return receipt requested, postage prepaid, (b) on the next Business Day if sent by overnight courier and (c) when received if delivered otherwise.  Such notices shall be delivered to the address set forth below, or to such other address as a Party shall have furnished to the other Party in accordance with this Section.

If to Travelport or any other member of the Travelport Affiliated Group, to:

Eric J. Bock

Executive Vice President and General Counsel

Travelport Limited

400 Interpace Parkway, Bldg. A

Parsippany, NJ 07054

Phone: (973) 939-1000

Fax: (973) 939-1199

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If to OWW or any other member of the OWW Affiliated Group, to:

General Counsel

Orbitz Worldwide, Inc.

500 W. Madison St., Suite 1000

Chicago, IL 60661

Phone: (312) 894-5000

Facsimile: (312) 894-4855

Section 10.2  Binding Nature of Agreement .  This Agreement 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 otherwise provided herein. If the outstanding Common Stock is converted into or exchanged or substituted for other securities issued by any other Person, as a condition to the effectiveness of the merger, consolidation, reclassification, share exchange or other transaction pursuant to which such conversion, exchange, substitution or other transaction takes place, such other Person shall automatically become bound hereby with respect to such other securities constituting Registrable Securities and, if requested by Travelport or a permitted Transferee, shall further evidence such obligation by executing and delivering to Travelport and such Transferee a written agreement to such effect in form and substance satisfactory to Travelport.

Section 10.3  Descriptive Headings .  The descriptive headings of the several articles and sections of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.

Section 10.4  Remedies .  Without limiting the rights of each Party hereto to pursue any and all other legal and equitable rights available to such Party for the other parties’ failure to perform their obligations under this Agreement, the parties hereto acknowledge and agree that the remedy at law for any failure to perform their obligations hereunder would be inadequate and that each of them, respectively, shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure.  Without limiting the generality of the foregoing, OWW acknowledges and agrees that (a) its covenants and obligations hereunder are special, unique and relate to matters of extraordinary importance to Travelport, that in the event OWW fails to perform, observe or discharge any of its obligations under this agreement, Travelport will be irreparably harmed and that no remedy at law will provide adequate relief to Travelport and (b) Travelport shall be entitled to a temporary restraining order and temporary and permanent injunctive and other equitable relief in case of any failure by OWW to perform, observe or discharge any of its covenants or obligations hereunder and without the necessity of proving actual damages.  The remedies provided herein shall be cumulative and shall not preclude assertion by either Party hereto of any other rights or the seeking of any other remedies, either legal or equitable, against the other Party hereto.

Section 10.5  Governing Law .  This Agreement shall be construed and enforced in accordance with, and the rights and duties of the parties shall be governed by, the laws of the State of New York without regard to the principles of conflicts of law other than Section 5-1401 of the General Obligations Law of the State of New York.

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Section 10.6  Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

Section 10.7  Severability .  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.  To the extent that any such provision is so held to be invalid, illegal or unenforceable, Travelport and OWW shall in good faith use their best efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 10.8  Confidential Information .

(a)           Notwithstanding any termination of this Agreement, for a period of five (5) years from the date hereof the Parties shall hold, and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, without the prior written consent of the other Party, any and all Confidential Information (as defined herein) concerning the other Party; provided , that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Subsidiaries are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of law or stock exchange rule, (iii) as required in connection with any legal or other proceeding between the Parties, (iv) as necessary in order to permit a Party or its Affiliates to prepare and disclose their financial statements, tax returns or other required disclosures, (v) in connection with arbitration of any arbitration pursuant to Section 9.3 , (vi) if such information otherwise becomes generally available to the public (other than through the Party which is holding such Confidential Information in confidence) or (vii) information relating to or disclosed in the IPO S-1.  Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other Party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

(b)          Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information

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if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar information and (ii) confidentiality obligations provided for in any agreement between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of either Party rightfully in the possession of and used by the other Party in the operation of its business as of the date hereof may continue to be used by such Party in possession of the Confidential Information in and only in the operation of such business; provided , that such use is not competitive in nature (except as permitted or provided to the contrary in the Ancillary Agreements, the Continuing Agreements or any other agreements among the Parties or their Affiliates), and may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 10.8(a) , except that Confidential Information may be disclosed to third parties other than those listed in Section 10.8(a) , provided that such disclosure to such other third parties and any associated use of such information must be pursuant to a written agreement containing confidentiality obligations at least as protective of the Parties’ rights to Confidential Information as those contained in this Agreement. Such continued right to use may not be transferred (directly or indirectly) to any third party without the prior written consent of the applicable Party, except pursuant to Section 10.11 .

(c)           Each Party acknowledges that it and the other members of their respective Affiliated Groups may have in their possession confidential or proprietary information of third parties that was received under confidentiality or non-disclosure agreements with such third party prior to the date hereof. Each Party will hold, and will cause the other members of their respective Affiliated Groups and their respective representatives to hold, in strict confidence the confidential and proprietary information of third parties to which they or any other member of their respective Affiliated Groups has access, in accordance with the terms of any agreements entered into prior to the date hereof between either Party or any other member of their respective Affiliated Groups and such third parties.

(d)          Notwithstanding anything to the contrary in this Section 10.8 , information that is subject to provisions contained in any other agreement between the Parties (or members of their respective Affiliated Groups) shall be governed by the provisions of such other agreement rather than this Section 10.8 .

Section 10.9  Amendment and Modification .  Subject to applicable law, this Agreement may be amended, modified or supplemented only by written agreement executed by the parties hereto.

Section 10.10  Entire Agreement .  This Agreement, including any schedules or exhibits annexed hereto, the Ancillary Agreements and the Continuing Agreements embody the entire agreement and understanding of the parties hereto in respect of the Transactions, and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.  There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein.  In the event of any inconsistency between this Agreement and any schedule hereto, the schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement

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and the provisions of any Ancillary Agreement or Continuing Agreement, such Ancillary Agreement or Continuing Agreement shall control, except if otherwise provided therein.

Section 10.11  Assignment .

(a)           Except as otherwise provided for in this Agreement, and subject to Section 10.11(b) , neither this Agreement nor any of the rights, interests or obligations of either Party hereto may be assigned by such Party without the prior written consent of the other Party; provided, however, that all or part of this Agreement may be assigned by Travelport to other members of the Travelport Affiliated Group without the prior consent of OWW.

(b)          Notwithstanding Section 10.11(a) or anything else in this Agreement, Travelport may assign (in whole or in part) the rights, interests or obligations provided for herein in connection with a merger transaction or the sale by Travelport of all or substantially all of its Assets or other change of control; provided , that the surviving entity of such merger or the transferee of such Assets shall agree in writing, reasonably satisfactory to OWW, to be bound by the terms of this Agreement as if named as a “Party” hereto.

(c)           Any assignment or other disposition in violation of this Section 10.11 shall be void. Nothing in this Section 10.11 shall affect the ability of either Party to terminate this Agreement.

Section 10.12  Recapitalization, Dilution Adjustments, etc .  In the event that any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any shares of Common Stock by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of Assets, distribution to stockholders or combination of the shares of Common Stock then, in each such case, appropriate adjustments shall be made so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the Parties under this Agreement.

Section 10.13  Other Agreements .  In connection with the execution and delivery of this Agreement, the agreements listed on Schedule 2.5 and Schedule 10.13 hereto describe all of the agreements, identified as of the date hereof, between members of the Travelport Affiliated Group and the OWW Affiliated Group in effect as of the date hereof. The parties hereto agree to review such Continuing Agreements and Ancillary Agreements, review and identify any other relevant intercompany agreements and to cooperate to take such further action as may be necessary for the termination, alteration or amendment of such agreements in order for such agreements to be consistent with, and to provide for, the implementation of the Transactions consistent with this Agreement.

Section 10.14  Further Actions .  Each Party hereto shall, on notice of request from any other Party hereto, take such further action not specifically required hereby at the expense of the requesting Party, as the requesting Party may reasonably request for the implementation of the Transactions.

Section 10.15  No Third Party Beneficiaries . Nothing in this Agreement shall convey any rights upon any Person or entity which is not a Party or a permitted assignee of a Party to this Agreement.

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Section 10.16  Drafting of Language .  Each of Travelport and OWW agrees that the drafting of the language contained in this Agreement was a cooperative effort, that each Party was equally responsible for such drafting and that it would be inequitable for either Party to be deemed the “drafter” of any specific language contained herein pursuant to any judicial doctrine or presumption relating thereto.

Section 10.17  No Circumvention .  The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Affiliated Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, any Ancillary Agreement or any Continuing Agreement (including adversely affecting the rights or ability of either Party to successfully pursue indemnification, contribution or payment pursuant to Article VI ).

 

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IN WITNESS HEREOF, the parties have caused this Separation Agreement to be executed and delivered as of the date first above written.

		TRAVELPORT LIMITED
		/s/Eric J. Bock
		Name:	Eric J. Bock
		Title:	Executive Vice President and General
			Counsel
		ORBITZ WORLDWIDE, INC.
		/s/ James P. Shaughnessy
		Name:	James P. Shaughnessy
		Title:	Senior Vice President, General Counsel

 

 

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

by and between

TRAVELPORT INC.

and

ORBITZ WORLDWIDE, INC.

Dated as of July 25, 2007.

 

TABLE OF CONTENTS

				Page
ARTICLE I SERVICES
Section 1.1		Provision of Services		2
Section 1.2		Additional Services		2
Section 1.3		Obligations as to Additional Services; Transition and Migration Assistance		3
Section 1.4		Term of Services Agreements		3
Section 1.5		Subcontracting of Services		4
Section 1.6		Standard of Service		5
Section 1.7		Right to Decline Services		5
Section 1.8		Compensation and Other Payments		5
Section 1.9		Employee Severance Costs		6
Section 1.10		Annual Compensation True-Up		7
Section 1.11		Cost-Effective Provision of Services		8
Section 1.12		Billing and Payment Terms		8
Section 1.13		Interruption of Services		9
Section 1.14		Supervision and Compensation; Independent Contractor		10
Section 1.15		Staffing of Personnel		10
ARTICLE II MUTUAL OBLIGATIONS; COVENANTS
Section 2.1		Legal Actions		10
Section 2.2		Providing Periodic Reports		11
Section 2.3		Means of Providing Services		11
Section 2.4		Consents; Further Assurances		11
Section 2.5		Information Technology Security and other IT Related Matters		12
Section 2.6		Cooperation		13
Section 2.7		Cendant Separation Agreement		13
ARTICLE III TAX MATTERS
Section 3.1		Service Taxes		14
ARTICLE IV ACCESS TO INFORMATION AND PERSONNEL
Section 4.1		Access to Information		14
Section 4.2		Privilege		14
ARTICLE V CONFIDENTIALITY
Section 5.1		Confidential Information		15
Section 5.2		Intellectual Property and Data		18

 

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ARTICLE VI DISCLAIMER AND LIMITATION OF LIABILITY
Section 6.1		Limited Remedy and Limitation of Damages		20
Section 6.2		Disclaimer of Warranties		22
Section 6.3		Limitation of Consequential Damages		22
Section 6.4		Liability Cap		22
Section 6.5		Third Party Vendors		23
Section 6.6		Shared Contracts Limitation
ARTICLE VII INDEMNIFICATION
Section 7.1		Indemnification		24
ARTICLE VIII OTHER PROVISIONS
Section 8.1		Records		24
Section 8.2		Inspection Rights		24
Section 8.3		Certain Audit Rights		25
ARTICLE IX TERMINATION AND SERVICE TERMINATION
Section 9.1		Termination
Section 9.2		Service Termination		25
Section 9.3		Consequences of Termination and Service Termination		26
Section 9.4		Survival		26
				27
ARTICLE X MISCELLANEOUS
Section 10.1		Force Majeure		27
Section 10.2		Assignment		28
Section 10.3		Relationship of the Parties		28
Section 10.4		Governing Law and Submission to Jurisdiction		29
Section 10.5		Entire Agreement		29
Section 10.6		Notices		29
Section 10.7		Disputes		30
Section 10.8		Severability		30
Section 10.9		Interpretation		31
Section 10.10		Counterparts		31
Section 10.11		Further Cooperation		31
Section 10.12		Amendment and Waiver		31
Section 10.13		Duly Authorized Signatories		31
Section 10.14		Waiver of Trial By Jury		32
Section 10.15		Title and Headings		32
Section 10.16		No Third Party Beneficiaries		32
Section 10.17		Successors and Assigns		32
Section 10.18		Certain Definitions		32

 

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Schedules:
Schedule 2.4		Allocation of Costs of Consents
Schedule 6.6		Shared Contracts
Exhibits:
Exhibit A		Services Provided by Travelport
Exhibit B		Services Provided by OWW

 

 

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This Transition Services Agreement (this “ Agreement ”) is by and between Travelport Inc., a Delaware corporation formerly known as B2B Newco, Inc. (“ Travelport ”), and Orbitz Worldwide, Inc., a Delaware corporation (“ OWW ”).  Each of Travelport and OWW is sometimes referred to herein as a “ Party ” and, collectively, as the “ Parties .”  Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in Section 10.18 .

W I T N E S S E T H:

WHEREAS, the Parties are wholly owned Subsidiaries of Travelport Limited, a Bermuda company f/k/a TDS Investor (Bermuda) Ltd. (“ Travelport Limited ”); and

WHEREAS, the board of directors of Travelport engaged in a reorganization of the businesses of Travelport into two distinct and separate groups, business-to-business and business-to-consumer, in February, 2007 (the “ Reorganization ”), pursuant to which each Party agreed to provide to the other Party and their respective Subsidiaries, as applicable, certain transitional, administrative and support services on the terms set forth in a Master Services Agreement between Travelport and TAI, a wholly-owned Subsidiary of OWW, dated as of February 8, 2007 (the “ Master Services Agreement ”);

WHEREAS, the Parties have agreed to terminate the Master Services Agreement as of the date hereof, and to enter into this Agreement in its place; and

WHEREAS, the board of directors of Travelport has determined that it is appropriate, desirable and in the best interests of Travelport and its stockholders to offer for sale a certain percentage of the Common Stock of OWW in a registered public offering, which will be the initial public offering of OWW common stock to the public, on or about July 25, 2007 (the “ IPO ”);

WHEREAS, Travelport Limited and OWW are entering into a Separation Agreement coincident with the execution of this Agreement (the “ Separation Agreement ”) to provide for their contemplated existence following the IPO and certain other transactions;

WHEREAS, Travelport and OWW have each determined that it is desirable in light of the IPO to enter into this Agreement in place of the terminated Master Services Agreement;

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound, the Parties hereby agree as follows:

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ARTICLE I

SERVICES

Section 1.1                                       Provision of Services .

(a)                                           Upon the terms and subject to the conditions set forth in this Agreement, each Party, as Service Provider, agrees to provide (or cause one of its Subsidiaries to provide) to the other Party (or to one of its Subsidiaries), as Service Recipient, in each case as applicable, those services described in the exhibits attached hereto (each, together with supplementary schedules attached thereto, an “ Exhibit ”, and each numbered service listed on such Exhibit, together with the terms and conditions of this Agreement and any applicable supplementary schedule to such Exhibit, a “ Services Agreement ”), each on and pursuant to the terms set forth therein (together, with the Additional Services (as defined in Section 1.2 ), the “ Services ”).

(b)                                          Nothing herein shall prohibit, modify or limit Travelport’s ability to transfer or allocate assets and liabilities, as the case may be, to any entity in connection with, or in contemplation of, the Reorganization or the IPO or otherwise; to the extent that any such transfer or allocation results in a change the reasonable effect of which is for one Party to become the Service Provider and/or Service Recipient to any Services Agreement, then the Parties shall make such amendments, revisions or modifications to the Exhibits as are reasonably necessary to reflect the appropriate Service Provider and/or Service Recipient as the case may be.

Section 1.2                                       Additional Services . From time to time during the Service Term (as defined in Section 1.4 ), the Service Recipient may find it desirable to request, in addition to the Services described in the applicable Exhibits, additional services to be made available to such Service Recipient by the Service Provider, provided that such Services are of a type generally provided by such Service Provider (or, if the capacity to provide such Services is transferred to a Subsidiary of such Service Provider (as described in Section 10.2 hereof), by a Subsidiary of such Service Provider) prior to the date hereof (“ Additional Services ”).  In the event that the Service Recipient makes a written request that the Service Provider provide Additional Services and such Service Provider agrees to provide such Additional Services, the Parties shall negotiate in good faith and execute amendments to the relevant Exhibits for such Additional Services that shall set forth, among other things, (a) the time period during which the Additional Services shall be provided, (b) a description of the Additional Services, and (c) the estimated charge for the Additional Services.  The Service Provider’s obligations with respect to providing any such Additional Services shall become effective only upon an amendment to the relevant Exhibits being duly executed and delivered by the Service Provider and the Service Recipient.  It is understood that, subject to Section 1.3 , the Service Provider has no obligation to provide Additional Services and may reject any request by any Service Recipient for Additional Services for any reason or for no reason.

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Section 1.3                                       Obligations as to Additional Services; Transition and Migration Assistance .

(a)                                   Upon request by the Service Recipient, the Service Provider agrees to enter into discussions with the Service Recipient to provide any Additional Services that (i) (1) are directly dependent upon or inextricably intertwined with the Services and (2) were inadvertently and unintentionally omitted from the list of Services, or (ii) comprise transition or migration assistance from a Service by such Service Provider to the successor service thereto; provided , however, that the Service Provider shall not be obligated to provide such Additional Services to the extent such Services are otherwise provided for in any agreements between the Parties or if, following good-faith negotiation, the Parties are unable to reach agreement on terms for such Additional Services.

(b)                                  Notwithstanding the foregoing in Section 1.2 and Section 1.3(a) , to the extent that the Service Recipient requests transition or migration assistance (i) that is directly related to a Service being provided by a Service Provider and (ii) for which the Service Provider is the only reasonably available source of knowledge or expertise relating to such transition and migration assistance, and to the extent such transition or migration assistance is not otherwise provided for in any agreements between the Parties, then the Service Provider shall use commercially reasonable efforts to provide such transition and migration assistance. The Service Provider and Service Recipient shall mutually determine in good faith the timeline and scope for such assistance, in light of the Service Recipient’s requirements and business risk associated with disruptions in services, and the Service Provider’s resource constraints and reasonable competing demands for use of such resources. The Service Provider and Service Recipient shall mutually agree on a budget for such assistance, which assistance shall be provided at actual cost through March 31, 2008.

(c)                                   The Parties agree and acknowledge that any other transition or similar assistance that may be provided by a Party or its Affiliates to the other Party or its Affiliates (but is not described in an Exhibit hereto and is not otherwise agreed to in writing pursuant to Section 1.2 or Section 1.3(a) ) in connection with the Reorganization or the IPO shall be deemed to be provided under this Agreement as Services (and therefore subject to the terms and conditions of this Agreement, including the exclusions of, and limitations on, liability), unless the Parties expressly agree in writing that such other transition or similar assistance is not governed by this Agreement. For the avoidance of doubt, the foregoing shall not require any Party to provide any transition or similar assistance that is not otherwise required under this Agreement.

Section 1.4                                       Term of Services Agreements. Subject to Section 9.1 and Section 9.2 , the term of each Services Agreement shall expire on March 31, 2008 (the “ Service Term ”), unless otherwise specified on the Exhibits hereto.  The term of any Services Agreement may be extended by mutual written consent of the Parties at any time but no later than ninety (90) days before the expiration of such Services Agreement.  The Parties shall agree upon a new expiration date for such Services Agreement at the date of such extension, which date may be further extended thereafter by mutual written consent

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of the Parties at any time but no later than ninety (90) days before the revised expiration date of such amended Services Agreement.  Any extension of a Services Agreement (i) shall be subject to restrictions of third party licensors or providers, including those restrictions contained in Section 1.5 and Section 2.4, or in any Third Party Agreement made pursuant to this Agreement and such Services Agreement, and (ii) notwithstanding Section 1.8, may be subject to an increase in compensation and other payments after March 31, 2008, as agreed upon by the Parties at the date of such extension.

Section 1.5                                       Subcontracting of Services .

(a)                                           The Service Recipient acknowledges that the Service Provider may have subcontracted and may in the future, at Service Provider’s discretion and at any time, subcontract with unaffiliated third parties to provide services in connection with all or any portion of the Services to be provided under a Services Agreement.  Notwithstanding the foregoing, the Service Recipient acknowledges that all Services will be provided in accordance with the terms of Service Provider’s Third Party Agreements used in connection with such Services, subject to Section 1.6 .  Service Recipient shall comply with all terms and conditions of all such Third Party Agreements that exist as of the date hereof and entered into by the Service Provider for the provision of Services after the date hereof, and any new terms and conditions of all such agreements of which Service Provider notifies Service Recipient after the date hereof; provided , that notwithstanding anything to the contrary in a Services Agreement, to the extent that Service Recipient does not comply with any such terms and conditions, Service Provider may decline to provide all or the applicable part of the particular Services with which such Third Party Agreement is used, without liability.

(b)                                          If any of the Service Provider’s Third Party Agreements used in connection with a Service expire or terminate, the Service Provider shall use commercially reasonable efforts to either (a) renew such agreement on substantially the same terms and conditions for the term of the applicable Service if commercially reasonable, or (b) enter into a comparable new agreement with an alternative subcontractor for the term of the applicable Service if commercially reasonable.  If such agreement or a comparable new agreement are not available on commercially reasonable terms, then the Service Provider will promptly notify the Service Recipient, and both parties shall use commercially reasonable efforts to reach a mutually agreed solution; provided , however, that (i) in the event that such non-renewal or new agreement occurs through no fault of Service Provider or its Subsidiaries, any additional costs, to the extent these costs exceed the amount payable to Service Provider for such Services pursuant to the agreement that is being replaced, shall be the sole responsibility of Service Recipient, and (ii) in the event that such non-renewal or new agreement occurs due to any breach by Service Provider or its Subsidiaries of its agreements with any of its third party contractors or outsourcers, any additional costs, to the extent these costs exceed the amount payable to Service Provider for Services pursuant to the agreement that is being replaced, shall be the sole responsibility of Service Provider.

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Section 1.6                                       Standard of Service .

(a)                                           The Service Provider agrees that in providing (or causing others to provide) the Services under such Services Agreement, it shall (and shall cause each Subsidiary or advisor and, to the extent practicable, any other third party service provider to): (i) conduct itself in accordance with standards of service (including quality) no less than the then-current standards applied by Service Provider hereafter with respect to the specific matters in question in its own business, but in no event less than the standards of service applied for the Service Recipient immediately prior to the date hereof with respect to the specific matters in question and (ii) comply in all material respects with any applicable standards, procedures, policies, operating guidelines, practices and instructions specifically set forth in the Exhibits describing the relevant Services.  In the event of a conflict between Section 1.6(a)(i) and Section 1.6(a)(ii) , the standards of Section 1.6(a)(ii) shall govern.  Notwithstanding the foregoing, it shall not be deemed to be a breach of this Agreement if one Party to a Services Agreement fails to meet the standards required under this Section 1.6 because of the failure of the other Party to such Services Agreement to cooperate with or provide information or services to such Party as required under such Services Agreement.

(b)                                          Each Party to a Services Agreement agrees that in providing or receiving Services under such Services Agreement, it shall (and shall cause each Subsidiary or advisor and, to the extent practicable, any other third party service provider to) comply with all laws, regulations and orders applicable to the conduct of the activities contemplated hereby.

Section 1.7                                       Right to Decline Services . Notwithstanding anything contained in a Services Agreement, a Party to a Services Agreement may decline to provide all or any part of any particular Services, if such Party reasonably believes that the performance of its obligations relating thereto would violate (i) any applicable law, regulation, judicial or administrative ruling or decision applicable to its business or property or (ii) any Third Party Agreement (including any license held by a Service Provider) existing as of the date hereof, but only (a) to the extent reasonably necessary for such Party to ensure compliance therewith, (b) after such Party has applied commercially reasonable efforts to reduce the amount and/or effect of any such restrictions (provided that this clause (b) shall not cause or require such Party to violate any Third Party Agreement, including any license held by a Service Provider) and (c) after such Party has delivered written notice to the other Party to such Services Agreement specifying in reasonable detail the nature of the applicable restrictions and of any proposed modification in such Party’s obligations.

Section 1.8                                       Compensation and Other Payments .

(a)                                           Subject to Section 1.10 , and except as provided on Exhibit A or Exhibit B hereto, for any Services provided through March 31, 2008, the Service Recipient agrees to pay the Service Provider to such Services Agreement (or, if the Service Provider so directs, to a Subsidiary of the Service Provider) in accordance with Section 1.12 , an amount equal to the sum of the following items:

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(i)                                                                         an amount in cash equal to such Service Recipient’s proportionate share (based on actual usage/consumption) of the aggregate cost incurred by the Service Provider in providing such Service, except as otherwise provided in the relevant Exhibit; and

(ii)                                                                      if applicable, the charge for any Additional Services provided by the Service Provider pursuant to Section 1.2 .

(b)                                          The Service Provider shall use commercially reasonable efforts to provide the Service Recipient with thirty (30) days’ advance notice (or, if such thirty (30) days’ advance notice is not practicable under the circumstances, as soon as reasonably practicable) of all increases in costs for any Services; provided, that Service Provider’s failure to provide any such notice shall not relieve the Service Recipient of its responsibility for such costs.

(c)                                           Notwithstanding Section 1.8(c) , if the Service Provider reasonably believes that it cannot provide the Services to the Service Recipient without making an expenditure that is subject to Section 1.8(c) , then the Service Provider supplying the Service shall so notify the Service Recipient in writing. Such notification shall include a specific description of the known material benefits and consequences of both consenting to or rejecting such expenditure, including the extent to which Services could not be provided to such Service Recipient without such expenditure. If more than one Service Recipient receives Services that will benefit from such expenditure, then the Service Provider shall include in such notice: (i) the portion of such expenditure that such Service Recipient would be obligated to pay and (ii) to the extent such Services are reasonably providable to the Service Recipient without such expenditure, a good faith estimate of the incremental costs of providing such Services to such Service Recipient without such expenditure. Within thirty (30) days after the Service Recipient receives such written notification from Service Provider, the Service Recipient shall either consent to (which consent shall not be unreasonably withheld or delayed) or reject the proposed expenditure; provided , that failure to consent to or reject the proposed expenditure within such time period shall be deemed a consent to the proposed expenditure. In the event of any such rejection: (1) such rejection shall also be deemed a rejection of the Services corresponding to such expenditure (to the extent not reasonably providable without such expenditure) with no obligation of or liability to the Service Provider with respect thereto, and (2) to the extent any such corresponding Services are reasonably providable without such expenditure, such Service Recipient shall be responsible for all incremental costs of providing such Services to such Service Recipient without such expenditure.

Section 1.9                                       Employee Severance Costs . Upon the termination of employment of any of the corporate or shared services employees providing Services under any one or more Services Agreements, where such termination is primarily due to the termination or reduction of the Services which such employee was supporting, the Service Recipient to such Services Agreement(s) shall reimburse the Service Provider for a portion of the severance costs associated with such employee’s termination of

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employment (excluding the cost of any long term incentive programs (“ LTIPs ”)) (the “ Employee Severance Cost ”), or otherwise in proportion to such employee’s time allocable to the benefit received by such Service Recipient, as determined by the Service Provider utilizing a good faith analysis (a) in accordance with the Service Provider’s historical methodology for assessing and allocating similar expenses among its Subsidiaries, or if there is no such historical methodology for such Services, then (b) in accordance with the methodology used to determine the pricing in the applicable Exhibit determined by Service Provider.  Except as set forth in this Section 1.9 , the Service Provider will be responsible for its own employee severance costs; such severance costs will not be included for purposes of any “true up” pursuant to Section 1.10 .

Section 1.10                                 Annual Compensation True-Up .

(a)                                           With respect to each Services Agreement, the Service Provider under such Services Agreement shall deliver to the Service Recipient under such Services Agreement a cost adjustment report within ninety (90) days after the end of each calendar year (including calendar year 2007) during the Service Term (except that, upon expiration or termination of the last of any Services Agreements between any Service Provider and any Service Recipient, such cost adjustment report shall be delivered within ninety (90) days after the expiration or termination date of such last Services Agreement, rather than within ninety (90) days after the end of the calendar year in which such expiration or termination occurs).  Such cost adjustment report shall specify (i) the total charges incurred by the Service Recipient during such calendar year under such Services Agreement, as determined by the fees and other charges set forth in the applicable Exhibit; (ii) the Service Provider’s Costs for the Services provided to the Service Recipient (and/or its Subsidiaries) under such Services Agreement during such calendar year, together with a reasonably specific itemization of such Costs; and (iii) the “ Adjustment Amount ”, which is defined as the aggregate Costs incurred by the Service Provider to provide such Services (as described in (ii) above) less the aggregate fees and other charges calculated in accordance with the applicable Services Agreement (as described in (i) above), excluding for all purposes any costs to obtain any consents, licenses and other agreements that are allocated pursuant to Section 2.4(a) and any non-cash costs or charges (e.g., amounts charged in respect of LTIPs).  If the Adjustment Amount is positive, then the Service Provider shall include an invoice with such report for such Adjustment Amount, which amount shall be due and payable within thirty (30) days after receipt of such invoice, as well as subject to contention in accordance with the provisions of Section 1.12 .  If the Adjustment Amount is negative, then the Service Provider shall credit the Service Recipient for the Adjustment Amount against the next payment(s) due to the Service Provider by the Service Recipient under such Services Agreement, and to the extent any such Services are no longer being provided, the Service Provider shall remit payment for such negative amount to the Service Recipient together with the cost adjustment report.

(b)                                          “ Cost ” means, with respect to any Services, the actual cost incurred by the Service Provider in connection with the provision of such Services under the applicable Services Agreement, excluding for all purposes any non-cash costs or charges (e.g., amounts charged in respect of LTIPs); more specifically, “ Cost ” shall

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equal the sum (without duplication) of: (i) all actual out-of-pocket costs paid by the Service Provider and its Subsidiaries to third parties (other than any Subsidiaries of the Service Provider) with respect to such Services; and (ii) all direct costs incurred by the Service Provider and its Subsidiaries in providing such Services (including the portion of any costs allocable only in part to the Services provided to the Service Recipient and its Subsidiaries); provided , however, that with respect to travel expenses incurred by the Service Provider in connection with providing Services, the Costs with respect to such travel expenses shall be incurred in conformity with Travelport’s travel policy as in effect on the date hereof.

(c)                                           Notwithstanding any of the foregoing in this Section 1.10 , this Section 1.10 shall not apply to (i) employee termination costs and expenses, which are covered by Section 1.9 or (ii) any Additional Services under any Services Agreement, unless the applicable Exhibit for such Services Agreement specifically makes such Additional Services subject to this “true up” provision.

Section 1.11                                 Cost-Effective Provision of Services . The Service Provider shall use commercially reasonable efforts to (i) utilize resources and otherwise provide the Services in a cost-effective manner and to otherwise minimize expenses, and (ii) minimize any Transition Costs and Unrecovered Costs.  Without limiting the foregoing, as the volume of any Services is reduced by any Service Recipient under any Services Agreement or as any portion of any Services under any Services Agreement is terminated or expires, the Service Provider shall use commercially reasonable efforts to reduce the Costs associated with providing the remaining Services, to the extent practicable.  Such efforts shall include, without limitation, the termination or reallocation of personnel, and the cancellation of leases for, or reallocation or sale of equipment and other resources that had previously been allocated to providing the terminated or reduced Services, without materially adversely effecting the standard of service to be provided for the remaining Services as required pursuant to Section 1.6 or any other services provided by such Service Provider; provided , however, that such Service Provider shall not be required to terminate the employment of, or reallocate, any employee, if it does not charge the other Party for the costs of employing such employee or will not do so following such reduction in Services.

Section 1.12                                 Billing and Payment Terms .

(a)                                           The payor Party under a Services Agreement (or, if applicable, its Subsidiary) agrees to pay the payee Party, or if such payee Party so directs, a Subsidiary of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in such Services Agreement.  On the first day of each month following the effective date of a Services Agreement the payee Party to such Services Agreement shall provide the payor Party to such Services Agreement with one invoice detailing the charges for all amounts due by such payor Party to such payee Party under all Services Agreements entered into among such Parties and each Party shall pay such invoices within thirty (30) days after receipt of such invoice.  Amounts not paid in accordance with this Section 1.12(a) within thirty (30) days after receipt of such invoice shall accumulate interest at a rate per annum equal to the then-applicable

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Prime Rate plus one percent (1%) (or the maximum legal rate, whichever is lower) (such rate being referred to herein as the “ Interest Rate ”) from the 31 st  day following receipt of such invoice to but excluding the date on which amounts due are paid.

(b)                                          In the event the payor Party to a Services Agreement does not pay any sum, or any part thereof, in accordance with Section 1.10(a) , the payee Party to such Services Agreement shall, effective thirty (30) days following the delivery of written notice to such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to such payor Party until such unpaid balance plus all accrued and unpaid interest at the applicable Interest Rate shall have been paid.

(c)                                           The payor Party shall promptly notify the payee Party in writing of any amounts billed to it that are in dispute; provided , that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any amounts owed to the payee Party pursuant to Section 1.12(a) ; except that the payor Party may withhold payments for third party pass-through charges, solely to the extent permitted by the applicable Third Party Agreement, upon notice to the payee Party.  (Similarly, the payee Party shall continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 10.7 , but subject to Section 1.12(b) .)  Upon receipt of such notice, the payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with such payor Party.  In the event that the Parties mutually agree that any amount that was paid by such payor Party was not properly owed, the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to such payor Party within thirty (30) days after receipt of such notice (or, alternatively, the payee Party may deduct the dollar amount from the next invoice submitted to such payor Party).  In the event agreement is not reached by the Parties within thirty (30) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 10.7 .

Section 1.13                                 Interruption of Services . Except as otherwise provided herein, the Service Provider, will use its commercially reasonable efforts to provide uninterrupted Services to the Service Recipient through the Service Term.  In the event, however, that (x) any such Service Provider, or its respective suppliers or subcontractors are wholly or partially prevented from providing a Service or Services to the Service Recipient or if a Service or Services are interrupted or suspended, in either case by reason of any force majeure event set forth in Section 10.1 , (y) the Service Provider shall deem it reasonably necessary to suspend delivery of a Service hereunder for purposes of maintenance, repair or replacement of equipment parts or structures, or (z) to the extent that the Service Provider relies on a third party for products or services in connection with any such Services and the third party ceases to perform its obligations, the Service Provider shall not be obligated to deliver such Service during such periods; provided , that the Service Provider: (i) has given, whenever possible, reasonable written notice of the interruption in accordance with Section 10.6 within a reasonable period of time, explaining the reason, purpose and likely duration thereof; and (ii) use commercially reasonable efforts to minimize the duration and impact of the interruption.  If such

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interruption of Services has a more than minimal negative impact on any material aspect of the Service Recipient’s business and the Service Provider cannot readily and materially reinstate the Service involved, such Service Provider will use its commercially reasonable efforts to assist the Service Recipient in securing alternative services to try to minimize such negative impact on such Service Recipient.  Each Party shall promptly notify the other Party under a Services Agreement of any event or circumstance of which such Party or any of its representatives has knowledge that would or would be reasonably likely to cause a disruption in any Services under such Services Agreement.

Section 1.14                                 Supervision and Compensation; Independent Contractor . The Service Provider, shall select, employ, pay, supervise, direct and discharge all the personnel providing Services for it under such Services Agreement.  Each such Service Provider shall be solely responsible for the payment of all benefits and any other direct and indirect compensation for personnel assigned to perform Services on its behalf under this Agreement, as well as such personnel’s worker’s compensation insurance, employment taxes, and other employer liabilities relating to such personnel as required by law.  The personnel employed by the Service Provider to provide Services shall be considered independent contractors with respect to the Service Recipient in connection with the performance of Services hereunder.  The employees of the Service Provider performing Services in connection herewith shall not be deemed to be employees of the Service Recipient.  No joint venture, partnership or other relationship shall be created or implied by this Agreement.

Section 1.15                                 Staffing of Personnel . Each Service Provider shall be solely responsible for assigning reasonably competent personnel to perform the Services for it under such Services Agreement, which personnel will be instructed by such Service Provider to perform Services in a timely, efficient and workmanlike manner.

ARTICLE II

MUTUAL OBLIGATIONS; COVENANTS

Section 2.1                                       Legal Actions . Within fifteen (15) Business Days of either Party becoming a party to, or threatened with, or otherwise receiving notice of, any legal or regulatory proceeding or investigation (including inquiries or complaints from any federal agency, state attorney general’s office, from a legislator on behalf of a constituent or from any Better Business Bureau or similar organization) (in each case, a “ Proceeding ”) arising out of or in connection with the Services provided hereunder, it is agreed that such Party will promptly provide written notification of such event to the other Party and, to the extent reasonably requested or appropriate, the other Party will cooperate with such Party to defend, settle, compromise or otherwise resolve such Proceeding; provided, that any costs incurred by the other Party related to its cooperation shall be borne by the Party against whom the Proceeding has been brought if it is determined that such Party has been grossly negligent or engaged in willful misconduct.

(a)                                           Each Party to a Services Agreement agrees, to the extent reasonably necessary, to cooperate and consult in the defense and settlement of any

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Action threatened or filed by a third party (“ Third Party Action ”) which implicates both Parties or any of their Subsidiaries and which relates primarily to the Services provided by or to the Parties.  In addition, the Parties hereto will use their reasonable best efforts to provide assistance to the other Party with respect to any Third Party Action, and to make available to the other Party reasonable access to its directors, officers, other employees and agents as witnesses in legal, administrative or other proceedings to the extent reasonably necessary in connection with such Third Party Action.  The Party providing information, consulting or witness services under this Section 2.1(b) shall be entitled to reimbursement from the other Party for reasonable and documented expenses.

(b)                                          No Party shall have the authority to institute, prosecute or maintain any Proceeding on behalf of the other Party without the prior written consent of the other Party.

Section 2.2                                       Providing Periodic Reports . Each Party, in its capacity as Service Provider, will provide (or cause a Subsidiary of such Party to provide), upon reasonable written notice, such periodic reports with respect to the Services it provides under a Services Agreement as is reasonably requested by the Service Recipient receiving such Services, including such reports as are specified in the relevant Exhibits; provided that for any type of periodic report that was not provided to the Service Recipient prior to the date hereof, the Service Provider shall be permitted to charge a reasonable fee for the provision of such report.

Section 2.3                                       Means of Providing Services . With respect to any particular Service to be provided under a Services Agreement, the Service Provider to such Services Agreement, shall, unless otherwise specified in the Exhibits, determine the means and resources used to provide such Service in accordance with its prudent business judgment.

Section 2.4                                       Consents; Further Assurances .

(a)                                           The Parties shall reasonably cooperate and use commercially reasonable efforts to obtain all third party consents, licenses and other agreements necessary for the provision of the Services, unless otherwise stated in a Services Agreement.  The cost of obtaining any such consents, licenses and other agreements and that are required to perform Services will be allocated as set forth on Schedule 2.4 , except as otherwise provided in any exhibit hereto.  The cost for replicating any agreements in connection with the Reorganization or the IPO shall be borne by the Party to such replicated agreement.  In the event that any consent, license or other agreement under this Section 2.4 cannot be obtained despite the Parties’ commercially reasonable efforts, then (i) the Party ascertaining such consent, license or other agreement will not be granted by the applicable third party shall immediately notify the other Party, and the Service Provider shall as soon as practicable notify the affected Service Recipient in reasonable detail the nature of the applicable exposure and of any proposed resulting modification in the Services, (ii) the Parties shall cooperate and assist the Service Recipient in obtaining alternative arrangements, (iii) the Service Provider shall continue to provide the Services to the extent reasonably practicable

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under such circumstances, and (iv) the affected Parties shall use commercially reasonable efforts to reduce the amount and/or effect of disruption caused by any such failure to obtain such consent, license or other agreement.

(b)                                          In order to effectuate the intent of Section 2.4(a) , each Party shall execute and deliver such further documents and take such other actions as may be reasonably requested of it by the other Party, who is either the Service Provider to such Party or the Service Recipient of such Party, in order to effect or enable the provision of the Services contemplated hereunder.  In addition, each Party shall cause its Subsidiaries who provide Services pursuant to any Exhibits, to perform their obligations in accordance with this Agreement and the Exhibits, including without limitation, all payment obligations hereunder and thereunder, and shall remain liable for the failure of its Subsidiaries to so perform.

Section 2.5                                       Information Technology Security and other IT Related Matters .

(a)                                           No Party shall, and each Party shall not permit its Subsidiaries and its and their applicable vendors to, access or use the information systems of the other Party made available under any Services Agreement, except as expressly permitted and required for receipt or provision of the Services, as applicable, and as contemplated to otherwise perform its obligations or exercise its rights under this Agreement or any Services Agreement.

(b)                                          Each Party under a Services Agreement (and its Subsidiaries and their respective third party vendors) shall not tamper with, compromise or attempt to circumvent, any physical or electronic security or audit measures employed by the other Party, to such Services Agreement (and its Subsidiaries and their respective third party vendors).  The Service Recipient shall not, without the Service Provider’s express written consent or as otherwise provided in this Agreement, and without complying with such Service Provider’s security policies and procedures, access any computer system of such Service Provider or its Subsidiaries or remove from such Service Provider’s or its Subsidiaries’ premises any of such Service Provider’s or its Subsidiaries’ Confidential Information or any other property of such Service Provider, its Subsidiaries, employees, members, or customers.  The Service Provider (including its third party vendors) shall not, without the Service Recipient’s consent or as otherwise provided in this Agreement, and without complying with such Service Recipient’s security policies and procedures, access any computer system of such Service Recipient or its Subsidiaries or remove from such Service Recipient’s or its Subsidiaries’ premises any of such Service Recipient’s or its Subsidiaries’ Confidential Information or any other property of the Service Recipient, its Subsidiaries, employees, members, or customers.

(c)                                           The Service Recipient and the Service Provider (and its respective Subsidiaries and its and their respective third party vendors) shall comply with (i) any and all applicable privacy and information security laws, regulations, statutes, and guidelines, and (ii) the policies, standards, and guidelines for privacy,

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information protection, and information and system security in effect as of the date hereof, as such may be modified by mutual agreement of the Parties to address security exposures and risks that may be discovered, such agreement not to be unreasonably withheld or delayed.  Each of the Parties shall maintain security controls over resources it provides hereunder or personnel who may access the other Party’s (or the other Party’s Subsidiaries’) electronic mail, Web site, systems, or Confidential Information, which controls shall protect the confidentiality, privacy, integrity and availability of information.

(d)                                          No Party shall, and shall cause its Subsidiaries to not, introduce into any computer systems, databases, or software of the other Party or its Subsidiaries, or of any third party to which access is provided, any viruses or any other contaminants (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that may be used to access, alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down the other Party’s or its Subsidiaries’ or applicable third parties’ computer systems, databases, software, or other information or property.  To the extent that either Party will (i) perform services or tasks via any electronic means (including, but not limited to, electronic mail, Web site, and/or the Internet), and/or (ii) provide or cause to be provided to the other Party or its Subsidiaries with access to its electronic mail systems, Web sites, computer systems, and/or other Internet systems, the performing or providing Party shall implement or cause to be implemented industry-standard security to protect the other Party’s, its Subsidiaries’ and applicable third parties’ computer systems, network devices and/or the data processed thereon against the risk of penetration by, or exposure to, a third party.  Unless otherwise agreed to by the Parties, any hardware or software accessed by the other Party or its Subsidiaries or provided to one Party by the other Party in connection with the Services shall remain the original Party’s property (as the case may be) and must be surrendered upon the original Party’s request and/or when the Services terminate or expire.

Section 2.6                                       Cooperation . During the term of this Agreement, the Parties shall, and shall cause each of their respective Subsidiaries and each of the foregoing entities’ respective agents, auditors and representatives to, cooperate with each other in good faith (i) in the performance of the Services and the Parties’ respective obligations under this Agreement to provide required services specified herein and (ii) to facilitate an orderly and efficient transition of services, processes and functions, in each case in a manner consistent with the intent of this Agreement and without undue burden on either Party.

Section 2.7                                       Cendant Separation Agreement. To the extent that any Services specified in the Exhibits hereto are provided under, or are otherwise subject to, the provisions of the Cendant Separation Agreement (or any Ancillary Agreement (as defined, for the purposes of this Section 2.7 only, in the Cendant Separation Agreement) thereto), each Party shall fully comply with the Cendant Separation Agreement and/or the applicable Ancillary Agreement, including but not limited to those Services specified on Exhibit 24 (IT (Cendant to Travelport)), Exhibit 57 (Communications Services (Cendant

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to Travelport)), and Exhibit 65 (Records Management (Cendant to Travelport)) to the Cendant Transition Services Agreement.

ARTICLE III

TAX MATTERS

Section 3.1                                       Service Taxes . Each Party in its capacity as Service Recipient shall pay or cause to be paid all sales, service, valued added, use, excise, occupation, and other similar taxes and duties (together in each case with all interest, penalties, fines and additions thereto) that are assessed against the Parties on the provision of Services as a whole, or any particular Service (including with respect to amounts paid by the Service Provider to third parties), including Additional Services, received by the Service Recipient or any of its Subsidiaries from any Service Provider or any of its Subsidiaries pursuant to the terms of this Agreement (collectively, “ Service Taxes ”).  If required under applicable law (or, in the case of Service Taxes relating to amounts paid by the Service Provider to third parties), the Service Provider shall invoice the Service Recipient to such Services Agreement for the full amount of all Service Taxes, and such Service Recipient shall pay, in addition to the other amounts required to be paid pursuant to the terms of this Agreement, such Service Taxes to such Service Provider.

ARTICLE IV

ACCESS TO INFORMATION AND PERSONNEL

Section 4.1                                       Access to Information . Subject to the confidentiality provisions set forth in Article V below and any other restrictions contained in this Agreement, each Party shall, and shall cause their respective Subsidiaries to, provide, upon written request, any information within such Party’s or its Subsidiaries’ possession that the requesting Party reasonably needs in connection with Services being provided by or to such requesting Party (i) to comply with requirements imposed on the requesting Party by a governmental authority; (ii) for use by such requesting Party in any proceeding or to satisfy audit, accounting, tax or similar requirements; or (iii) to comply with such requesting Party’s obligations under this Agreement.

Section 4.2                                       Privilege . The Parties recognize that legal and other professional services have been and will be provided prior to and following the date hereof that were or will be rendered for the benefit of each of the Parties to this Agreement.  The Parties agree that their respective rights with respect to all privileged information in connection with such services shall be governed by Sections 4.4, 7.6 and 7.7 of the Separation Agreement.

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ARTICLE V

CONFIDENTIALITY

Section 5.1                                       Confidential Information .

(a)                                           Each Party may from time to time disclose Confidential Information to the other Party (both orally and in writing) to the extent necessary to carry out their obligations or exercise their rights under this Agreement and the Exhibits, including with respect to Services.

(b)                                          Each receiving Party agrees to treat all Confidential Information provided by any disclosing Party pursuant to this Agreement and any Exhibits as proprietary and confidential to the disclosing Party, and the receiving Party shall not (without the prior written consent of the disclosing Party) disclose or permit disclosure of such Confidential Information to any third party; provided , that the receiving Party may disclose, on a need-to-know basis, such Confidential Information to (i) its third party subcontractors or to its Subsidiaries who have signed non-disclosure agreements with the receiving Party that are at least as protective as the terms set forth herein (for purposes of this Section 5.1(b) a confidentiality term of at least five years is sufficient), and/or (ii) its current employees, officers, or directors, or legal or financial representatives.  For the avoidance of doubt, non-disclosure agreements in effect prior to the date of commencement of Services under any Services Agreement are not required to be amended to comply with the foregoing sentence, notwithstanding that Confidential Information may be disclosed pursuant to such non-disclosure agreement after the date of commencement of Services under such Services Agreement.  The receiving Party agrees to safeguard all Confidential Information of the disclosing Party with at least the same degree of care (which in no event shall be less than reasonable care) as the receiving Party uses to protect its own Confidential Information.  The receiving Party shall use the disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations and exercise its rights under this Agreement and the Exhibits.  The receiving Party further agrees not to use or disclose the disclosing Party’s Confidential Information for its own benefit or for the benefit of others, except as otherwise contemplated by this Agreement, the Exhibits, or the disclosing Party in writing.

(c)                                           Notwithstanding this Section 5.1 , the Parties acknowledge and agree that the information shall not be deemed Confidential Information, and the receiving Party shall have no confidentiality, non-use or nondisclosure obligation with respect to any such information to the extent that it is:  (i) independently developed by the receiving Party without the use of any Confidential Information and any breach of this Agreement by the receiving Party, as established by documentary evidence; (ii) in the public domain by no fault or wrongful act of the receiving Party; (iii) with respect to Confidential Information that is disclosed by the disclosing Party after the date of commencement of Services under any Services Agreement but not any Confidential Information of the disclosing Party disclosed to the receiving Party on or before such date, known by the receiving Party prior to disclosure by the disclosing Party, as

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established by documentary evidence; (iv) disclosed to the receiving Party by a third party who was not under a similar restriction or obligation of confidentiality to the disclosing Party, and without breach of this Agreement; or (v) approved for release by written authorization of the disclosing Party and the third party owner of the disclosed information; provided , that other documentation ( e.g., taped, transcribed or click stream data) shall constitute written authorization of a third party owner for purposes hereof.  The Parties further acknowledge and agree that Confidential Information may be disclosed pursuant to the lawful requirement or order of a court or governmental agency; provided , that upon the receiving Party’s request for such a disclosure, the receiving Party gives prompt written notice thereof to the disclosing Party (unless such notice is not possible under the circumstances, and in such event, such notice shall be provided as promptly as possible thereafter) so that the disclosing Party may have the opportunity to intervene and contest such disclosure and/or seek a protective order or other appropriate remedy.

(d)                                          The exceptions to Confidential Information set forth in Sections 5.1(c)(i)-(v) shall not apply to personally identifiable information accessed and/or held by either Party, unless the receiving Party can establish, by documentary evidence, that it lawfully received the same personally identifiable information independently from (i) the owner of such personally identifiable information, (ii) a person to whom such personally identifiable information relates or (iii) a party with the legal authority to provide such personally identifiable information to the receiving Party on behalf of such owner or person.  As between the receiving Party and the disclosing Party, the receiving Party shall bear all responsibility and liability for the receiving Party’s disclosure and all other uses of the personally identifiable information which the receiving Party receives (except to the extent that the receiving Party is acting with respect to such personally identifiable information, in accordance with the express directions of the disclosing Party, in which case the receiving Party’s responsibility and liability shall be determined in accordance with the other provisions of this Agreement).  To the extent that the Receiving Party becomes aware of any non-permitted transmittal or disclosure of Confidential Information, the receiving Party shall use its commercially reasonable efforts to promptly notify the disclosing party of such non-permitted transmittal or disclosure of Confidential Information.

(e)                                           All Confidential Information transmitted or disclosed hereunder will be and remain the property of the disclosing Party, and the receiving Party shall (at the disclosing Party’s election) promptly destroy or return to the disclosing Party, as directed by the disclosing Party, any and all copies thereof upon Termination or expiration of this Agreement and/or the applicable Exhibit, or upon the written request of the disclosing Party, to the extent such destruction or return does not affect the ability of the receiving Party to perform any Services required hereunder; except , that (i) the receiving Party may elect to destroy rather than return copies of the disclosing Party’s Confidential Information that are commingled or otherwise intertwined with other information not owned by the disclosing Party and not readily separable from such other information and (ii) the receiving Party is not obligated to return or destroy copies of Confidential Information that are required to be maintained by applicable law or regulation or such Party’s business management policies, or that

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are unreasonably burdensome to separate out from other information for purposes of return or destruction (such as copies thereof commingled with other information in electronic mail archives); provided , that, for avoidance of doubt, the receiving Party is excused by this Section 5.1(e)(ii) only for so long as the applicable exception to return or destruction under this Section 5.1(e)(ii) applies, and any such Confidential Information that is maintained by the disclosing Party otherwise remains subject to the terms and conditions of this Section 5.1 .  Upon the request of the disclosing Party, the receiving Party shall certify any such destruction in writing.

(f)                                             Nothing in this Agreement shall be construed to limit or prohibit the receiving Party from independently creating or developing (or having created or developed for it), or from acquiring from third parties, any information, products, concepts, systems, or techniques that are similar to or compete with the information, products, concepts, systems, or techniques contemplated by or embodied in the disclosing Party’s Confidential Information; provided , that (in connection with such creation, development, or acquisition) the receiving Party does not violate any of its obligations under this Agreement.  Notwithstanding the foregoing in this subsection (f), the receiving Party shall not, nor assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the disclosing Party’s Confidential Information.

(g)                                          The Parties acknowledge and agree that, given the unique and proprietary nature of the Confidential Information, monetary damages may not be calculable or a sufficient remedy for any breach of this Section 5.1 by the receiving Party, and that the disclosing Party may suffer great and irreparable injury as a consequence of such breach.  Accordingly, each Party agrees that, in the event of such a breach or threatened breach, the disclosing Party shall be entitled to seek equitable relief (including, but not limited to, injunction and specific performance) in order to remedy such breach or threatened breach.  Such remedies shall not be deemed to be exclusive remedies for a breach by the receiving Party but shall be in addition to any and all other remedies provided hereunder or available at law or equity to the disclosing Party.

(h)                                          Each of the Parties shall be permitted to disclose the existence and terms of this Agreement and the Exhibits to which it or any of its Subsidiary is either providing or receiving Services in connection with a potential acquisition, disposition, financing or other strategic transaction involving the business or assets to which this Agreement relates; provided , that such disclosure is (i) made solely to those Persons having a reasonable need to know such information, and only to the extent reasonably necessary, for evaluation of such potential transaction, (ii) with respect to financial terms, not to a direct competitor of the other Party and excluding the amount any fees paid to any individual third party vendor, and (iii) subject to a written confidentiality agreement executed by the Person to whom, or on whose behalf, such information is disclosed and on terms and conditions no less protective of the confidentiality of such information than those contained herein (for purposes of this Section 5.1(h) a confidentiality term of at least five years is sufficient).  For the avoidance of doubt, the foregoing Section 5.1(h) shall be subject to the terms and

 

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conditions of any agreement between the disclosing Party and any third party that disclosed the applicable confidential information to such Party.

Section 5.2                                       Intellectual Property and Data.

(a)                           Work Product; License Grants .

(i)                                      Unless otherwise expressly agreed to by the Parties to a Services Agreement in the applicable Exhibit, any and all Work Product created by a Service Provider or its Subsidiary under such Services Agreement shall be owned exclusively by such Service Provider, and the Service Recipient expressly disclaims any and all right, title, or interest in and to such Work Product.  In addition, in the event and to the extent that any Work Product contains any Service Recipient technology or other intellectual property, then the Service Recipient (or its licensors or subcontractors, if applicable) shall be deemed to have granted to Service Provider a nonexclusive, perpetual, and royalty-free license to use such Service Recipient technology or other intellectual property (subject to any restrictions set forth elsewhere in this Agreement or the applicable Exhibits) only within such Work Product.

(ii)                                   Subject to the terms and conditions of this Agreement, including Section 5.2(a)(i) , and any applicable Third Party Agreements pursuant to which Service Recipient obtains rights to intellectual property and data, and except as expressly provided otherwise in a Services Agreement, the Service Recipient hereby grants, on behalf of itself and its Subsidiaries, to the Service Provider and its Subsidiaries under such Services Agreement, a limited, non-exclusive, royalty-free license to copy, display, perform, transmit, create derivative works from and otherwise modify, make, use and otherwise exploit, during the applicable Service Term, such intellectual property and data that is provided or otherwise made available by Service Recipient or its Subsidiaries to Service Provider and its Subsidiaries for performance of Service Provider’s and its Subsidiaries’ obligations under such Services Agreement.  The foregoing license grant is limited to use or other exploitation solely as reasonably necessary in connection with the performance of the Services under the applicable Services Schedule.

(iii)                                Subject to the terms and conditions of this Agreement, including Section 5.2(a)(i) , and any applicable Third Party Agreements pursuant to which the Service Provider obtains rights to intellectual property and data, and except as expressly provided otherwise in a Services Schedule, the Service Provider hereby grants, on behalf of itself and its Subsidiaries, to the Service Recipient and its Subsidiaries, a limited, non-exclusive, royalty-free license to copy, display, perform, transmit, create derivative works from and otherwise modify, make, use and otherwise exploit, during the applicable Service Term, Work Product and any other intellectual property and data that is provided or otherwise made available by Service Provider or its Subsidiaries to Service Recipient and its Subsidiaries for receipt and use of the Services or for performance of Service Recipient’s and its Subsidiaries’ obligations under this Agreement.  The foregoing license grant is limited to use or other exploitation solely as

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reasonably necessary in connection with the receipt and use of the Services under the applicable Services Schedule.

(b)                          Ownership of Data and Intellectual Property .

(i)                                      Except for the ownership of Work Product and license grants made pursuant to Section 5.2(a) and except as expressly provided otherwise in a Services Schedule, each Party and its Subsidiaries will retain all right, title and interest in and to its technology and other intellectual property used in connection with the Services, including ownership of any technology or other intellectual property created by such Party or its Subsidiaries as the Service Provider in providing the Services.  Data generated or collected by Service Provider for the Service Recipient will be owned by the Service Recipient (other than Service Provider’s proprietary technical data used or generated in providing the Services that relate to the operation of the Service Provider’s infrastructure).  Notwithstanding the foregoing, each Party and its Subsidiaries may independently create or acquire any intellectual property or data that is deemed by this Agreement to be owned by the other Party and its Subsidiaries hereunder; provided that such independent creation or acquisition does not reference or use the intellectual property or data of the other Party and its Subsidiaries, and such independent creation or acquisition does not breach any other obligations under this Agreement, including the obligations set forth in Section 5.1 regarding confidentiality.

(ii)                                   To the extent that any right, title or interest in or to any intellectual property or data vests in a Party or a Subsidiary thereof, by operation of law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party shall or cause its Subsidiaries to, and hereby does, perpetually and irrevocably assign to the appropriate Party any and all such right, title and interest throughout the world in and to such intellectual property and data, free and clear of all liens and encumbrances.

(c)                           Residual Information .  Notwithstanding anything to the contrary in this Article V or in Section 2.5 , nothing in this Agreement shall preclude the Service Provider (and its Subsidiaries) under any Services Agreement from using any general information, ideas, concepts, know-how, techniques, programming routines and subroutines, methodologies, processes, skills, or expertise (collectively, “ Residual Information ”) which such Service Provider’s (and its Subsidiaries’) employees or contractors retain in their unaided memory and derive from the provision of the Services under such Services Agreement, and which are no more than skillful variations of general processes known to the computer data processing and/or information technology industries (and, as such, are neither proprietary, confidential, nor trade secret information); provided , however, that the Service Provider (including its Subsidiaries) under such Services Agreement does not breach its confidentiality obligations under Section 5.1 with respect to personally identifiable information.

(d)                          Access to Intellectual Property and Data .  As set forth in any applicable Exhibit, and as otherwise requested from time to time by the Service Recipient, the Service Provider will promptly provide to the Service Recipient (and

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shall not withhold for any reason) copies of Work Product and data owned by the Service Recipient or to which it has a license in accordance with this Section 5.2 .  Such data shall be delivered in a mutually agreed to format (but in no event other than a generally available commercial format if the Parties are unable to agree on format).  Service Recipient shall be responsible for the incremental actual costs of such deliveries, to the extent such costs are not already included in the cost for the associated Services.

(e)                           Reservation of Rights .  Except as set forth in the preceding sections of this Section 5.2 , the Service Provider and its Subsidiaries, on the one hand, and the Service Recipient and its Subsidiaries, on the other hand, retain all right, title and interest in and to their respective intellectual property and data, and no other license or other right, express or implied, is granted to the other Party or its Subsidiaries under this Agreement with respect to a Party’s or its Subsidiaries’ intellectual property or data.

ARTICLE VI

DISCLAIMER AND LIMITATION OF LIABILITY

Section 6.1                                       Limited Remedy and Limitation of Damages .

(a)                           Limited Remedy .  In the event that the Service Provider materially fails to perform any Service in breach of this Agreement (including any Services Agreement), then at the Service Recipient’s request, the Service Provider shall use commercially reasonable efforts to re-perform such Service as soon as reasonably practicable, with the same degree of care used in correcting a failure of a similar service for itself, at no cost to the Service Recipient; provided that if the Service Provider is utilizing a third party vendor to provide services, such third party vendor shall not be subject to the re-performance requirements of this Section 6.1(a) .  The Service Provider shall have no obligation to recreate any lost or destroyed data, but will provide such data to Service Recipient to the extent the same is re-created through such re-performance of Services.  To the maximum extent permitted by law, (i) the foregoing in this Section 6.1(a) sets forth the Service Recipient’s sole and exclusive remedy, and the Service Provider’s sole and exclusive liability and obligation, with respect to the performance (or nonperformance) of Services under any Services Agreement, except (1) to the extent any such failure to perform results from the gross negligence or willful misconduct of a Party or its Related Parties, and (2) for such specific performance or other equitable remedy that may be awarded by a court of competent jurisdiction; and (ii) the Service Provider’s obligations under this Section 6.1(a) are expressly subject to the liability cap set forth in Section 6.4 .

(b)                          The Parties hereby expressly acknowledge and agree that, in the event any re-performance of Services pursuant to Section 6.1(a) is not promptly performed in accordance therewith, then in addition to, and not in limitation of, any other remedy available to a Party under this Agreement, an aggrieved party under Section 6.1(a) shall be entitled to specific performance thereof and immediate injunctive

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relief, without the necessity of (i) proving the inadequacy of money damages as a remedy or (ii) posting a bond.

(c)                           Subject to Section 9.2 , in the event that the Service Recipient materially fails to comply with the requirements for the provision of any Service in breach of this Agreement (including any Services Agreement), the Service Provider shall be relieved of its obligations to provide Services hereunder to the extent that (i) the Service Provider has provided written notice to the Service Recipient of such failure (with sufficient detail to allow the Service Recipient to understand the nature of such failure) and (ii) the Service Recipient has failed to implement a procedure to cure such failure within twenty (20) Business Days and cured such failure within thirty (30) Business Days of receipt by the Service Recipient of such notice, and such Service Recipient shall pay to the Service Provider an amount in cash equal to expected payments to be made by the Service Provider to any third party vendor through the remainder of the term of such Services Agreement, subject to the obligation of the Service Provider to use commercially reasonable efforts to reduce the amount of the actual costs for the remainder of such term.

(d)                          NOTWITHSTANDING ANYTHING IN THIS AGREEMENT (INCLUDING ANY SERVICES AGREEMENT, EXCEPT WITH RESPECT TO COLLOCATION SERVICES, AS PROVIDED FOR IN EXHIBIT A-6 TO EXHIBIT A HERETO AND MORE SPECIFICALLY DEFINED ON ATTACHMENT 2 THERETO ) TO THE CONTRARY, BUT SUBJECT TO THE OTHER PROVISIONS OF THIS ARTICLE VI AND THE INDEMNIFICATION PROVISIONS OF ARTICLE VI OF THE SEPARATION AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY (NOR ANY OF ITS RELATED PARTIES), IN ITS CAPACITY AS SERVICE PROVIDER OR SERVICE RECIPIENT, SHALL BE LIABLE FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY SERVICES AGREEMENT), INCLUDING WITH RESPECT TO ANY SERVICES (INCLUDING THOSE SERVICES SET FORTH IN THE RELEVANT EXHIBITS), REGARDLESS OF WHETHER LIABILITY IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, IN TORT (INTENTIONAL OR OTHERWISE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF WHETHER LIABILITY RELATES TO ACTS OR OMISSIONS OF A PARTY OR OF ITS RELATED PARTIES, EXCEPT THAT (I) THE FOREGOING SHALL NOT APPLY TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR ITS RELATED PARTIES AND (II) EACH SERVICE RECIPIENT SHALL BE LIABLE FOR ANY BREACH OF ITS OBLIGATIONS PURSUANT TO THIS ARTICLE VI .

(e)                           EACH PARTY, IN ITS CAPACITY AS SERVICE RECIPIENT, AGREES AND ACKNOWLEDGES THAT NOTWITHSTANDING ANY ASSISTANCE FROM THE SERVICE PROVIDER IN CONNECTION WITH THE PREPARATION OF ANY OF THE SERVICE RECIPIENT’S FINANCIAL STATEMENTS, THE SERVICE RECIPIENT SHALL HAVE SOLE

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RESPONSIBILITY AND CONTROL OF THE PREPARATION AND CONTENT OF ANY OF ITS FINANCIAL STATEMENTS.

(f)                             EACH SERVICE RECIPIENT ACKNOWLEDGES THAT (I) THE SERVICES HEREUNDER ARE NOT GUARANTEED TO BE ERROR-FREE OR DISRUPTION-FREE AND (II) EACH SERVICE PROVIDER IS NOT A COMMERCIAL PROVIDER OF THE SERVICES PROVIDED HEREIN AND IS PROVIDING THE SERVICES AS AN ACCOMMODATION AND AT OR BELOW COST TO SERVICE RECIPIENT PARTIES THROUGH MARCH 31, 2008 IN CONNECTION WITH THE REORGANIZATION OR THE IPO; PROVIDED THAT AFTER MARCH 31, 2008, SERVICES ARE TO BE COMPENSATED IN ACCORDANCE WITH THE FEES SET FORTH IN EXHIBIT A-6 TO EXHIBIT A AND IN EXHIBIT B HERETO.  THE PARTIES AGREE THAT THE FOREGOING SHALL BE TAKEN INTO CONSIDERATION IN ANY CLAIM MADE UNDER THIS AGREEMENT.

Section 6.2                                       Disclaimer of Warranties .  EACH PARTY MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES TO BE PROVIDED OR RECEIVED BY IT OR OTHERWISE WITH RESPECT TO THIS AGREEMENT (INCLUDING ANY SERVICES AGREEMENT).

Section 6.3                                       Limitation of Consequential Damages .  NO MEMBER OF THE TRAVELPORT AFFILIATED GROUP OR THE OWW AFFILIATED GROUP NOR ANY THIRD PARTY VENDOR HIRED BY ANY OF THE FOREGOING, NOR ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY OTHER PARTY, SUCH OTHER PARTY’S RELATED PARTIES OR ANY OTHER THIRD PARTIES FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE) RESULTING OR ARISING FROM THIS AGREEMENT (INCLUDING ANY SERVICES AGREEMENT), INCLUDING THE SERVICES, ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR TERMINATION OF THE SERVICES REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, IN TORT (INTENTIONAL OR OTHERWISE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEPT TO THE EXTENT THAT ANY SUCH DAMAGES ARE AN UNAFFILIATED THIRD PARTY CLAIMANT’S DAMAGES THAT ARE WITHIN THE SCOPE OF INDEMNIFICATION PURSUANT TO SECTION 7.1 OF THIS AGREEMENT.

Section 6.4                                       Liability Cap .

(a)                           NOTWITHSTANDING ANYTHING IN THIS AGREEMENT (INCLUDING ANY SERVICES AGREEMENT) TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH PARTY (INCLUDING ITS RELATED

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PARTIES) ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID BY SERVICE RECIPIENT TO SERVICE PROVIDER FOR SERVICES UNDER SUCH SERVICES AGREEMENT; PROVIDED THAT THIS SECTION 6.4 SHALL NOT LIMIT OR OTHERWISE APPLY TO SECTION 6.1(c) AND THE INDEMNIFICATION PROVISIONS OF ARTICLE VI OF THE SEPARATION AGREEMENT; PROVIDED FURTHER A SERVICE RECIPIENT’S OBLIGATION TO PAY THE APPLICABLE SERVICES FEES UNDER A SERVICES AGREEMENT SHALL NOT COUNT TOWARD, AND SHALL NOT BE SUBJECT TO, THE FOREGOING “LIABILITY CAP” IN THIS SECTION 6.4(a) .

(b)                          THE FOREGOING CAP IN SECTION 6.4(a) IS INTENDED TO SET A CAP ON LIABILITY FOR ALL CLAIMS AND OTHER ASSERTIONS BY THE OTHER PARTY TO SUCH SERVICES AGREEMENT OR TO THIS AGREEMENT, AS APPLICABLE, AND BY ANY OTHER PERSONS, COMBINED, REGARDLESS OF WHETHER LIABILITY IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, IN TORT (INTENTIONAL OR OTHERWISE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF WHETHER LIABILITY RELATES TO ACTS OR OMISSIONS OF A PARTY OR OF ITS RELATED PARTIES, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(c)                           THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 6.4 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED OR SOLE REMEDY SPECIFIED IN THIS AGREEMENT (INCLUDING ANY SERVICES AGREEMENT) IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.

Section 6.5                                       Third Party Vendors .

(a)                           IN NO EVENT WILL A PARTY BE LIABLE FOR THE PRODUCTS AND SERVICES OF ANY THIRD PARTY LICENSORS, CONTRACTORS, OUTSOURCERS OR OTHER VENDORS (INCLUDING A FAILURE TO PROVIDE OR PERFORM SUCH SERVICES), EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY AND FOR WHICH SUCH PARTY IS OTHERWISE LIABLE UNDER THIS AGREEMENT.

(b)                          Notwithstanding anything in this Agreement (including any Services Agreement) to the contrary, with respect to any such third party licensors, subcontractors, outsourcers or other vendors, the Parties agree to reasonably and diligently cooperate to pass through to the Service Recipient, to the extent permitted by the applicable contracts, the benefit of any indemnities, representations and warranties under the applicable contracts with such third parties.  Upon request, the Service Provider agrees at its option to either (i) enforce its rights under such contracts, or (ii) grant to the Service Recipient rights of subrogation, to the extent permitted under the applicable contract(s), so that the Service Recipient may directly enforce the applicable contract(s) against the applicable vendor.  The Service Provider will under no

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circumstances be responsible for any failure by any third party to provide any remedies to which the Service Provider and the Service Recipient are entitled from the applicable vendors.  The Service Recipient will be responsible for its own Costs and the Cost incurred by the Service Provider in seeking or enforcing any rights or remedies with respect to any such vendors.

Section 6.6                                       Shared Contracts Limitation .  Notwithstanding anything in this Agreement (including any Services Agreement) to the contrary, nothing in this Agreement (including any Services Agreement) is intended to supersede the Separation Agreement with respect to the Parties’ liability for Shared Contracts, with the exception of certain commitments relating to Shared Contracts as set forth in Exhibit A-6 to Exhibit A hereto. In the event of any conflict between this Agreement and the Separation Agreement with respect to Shared Contracts, the Separation Agreement will prevail.

ARTICLE VII

INDEMNIFICATION

Section 7.1                                       Indemnification .  Article VI of the Separation Agreement provides for indemnification of the Parties under certain circumstances.  Any indemnification included in an Exhibit or Schedule to this Agreement shall be governed by the indemnification procedures set forth in Article VI of the Separation Agreement.

ARTICLE VIII

OTHER PROVISIONS

Section 8.1                                       Records .  Each Service Provider agrees to maintain accurate records arising from or related to any Services provided under such Services Agreement, including accounting records (which shall also be at least sufficient to permit a proper 404 Audit in accordance with Section 8.3 , and to verify the “true-up” of Costs subject to Section 1.10 ) and documentation produced in connection with the rendering of any Services.  Each Service Provider’s accounting records and as appropriate, other records, shall be reasonably sufficient to permit the computation and verification of all payments due hereunder.

Section 8.2                                       Inspection Rights .  During the applicable Service Term and for sixty (60) days thereafter, the Service Provider shall, upon twenty (20) days’ prior written notice from the Service Recipient to such Services Agreement, permit such Service Recipient or its authorized representatives to inspect and audit such Service Provider’s records relating to the Services during regular business hours; provided , that the Service Recipient shall comply with the Service Provider’s reasonable security and safety procedures as such procedures are communicated to such Service Recipient and that any expenses (including relating to copying) in connection the inspection or audit shall be the sole obligation of such Service Recipient.

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Section 8.3                                       Certain Audit Rights .

(a)                           The Parties acknowledge and agree that the Service Recipient receiving Services under any of the Exhibits hereto may require that the Service Provider providing Services under such Exhibit perform an audit or such other review, with respect to the Services covered by such Exhibits, that is sufficient to allow such Service Recipient to demonstrate compliance with the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“ 404 Audit ”), if required (it being understood that nothing in this Section 8.3(a) shall impose any obligation or requirement whatsoever by either Party to comply with SOX 404 beyond such Party’s obligations or requirements, if any, pursuant to applicable law or regulation).  Such Service Recipient shall provide the affected Service Provider with reasonable advance notice of such 404 Audit (if required), taking into consideration the Services being reviewed and the required scope of review.  Such Service Recipient and Service Provider shall then promptly meet to discuss the scope of review required.  The Service Recipient will have final decision-making authority regarding the scope of review (if required), provided that such Service Recipient and Service Provider will cooperate and act reasonably to minimize disruption to, and effort by, Service Provider, as well as to minimize the costs and expenses of such 404 Audit.  Promptly upon completion of such discussions regarding scope of review, the affected Service Provider and Service Recipient or Parties shall agree upon and execute a statement of work for such audit.  All Parties involved in any 404 Audit will act reasonably to minimize delays in connection with any such discussions, statements of work and actual 404 Audits.

(b)                          The Service Recipient requiring a 404 Audit shall bear all out-of-pocket costs and expenses associated with such 404 Audit.  If the 404 Audit reveals non-compliance with any applicable law, rule, regulation or requirement of the 404 Audit, the Service Provider shall, and shall cause its relevant Subsidiaries and subcontractors to, promptly remedy such non-compliance.  The Service Provider and the Service Recipient affected by such non-compliance shall bear all out-of-pocket costs and expenses associated with such remediation equally.

ARTICLE IX

TERMINATION AND SERVICE TERMINATION

Section 9.1                                       Termination .

(a)                           This Agreement may be terminated (the “ Termination ”) by mutual written consent of the Parties, and such termination shall also terminate all Services Agreements hereunder between such Parties (each such termination prior to the expiration of the applicable Service Term, a “ Service Termination ”), unless otherwise provided in the Termination agreement between the Parties.  Subject to Section 9.4 , if not previously terminated, this Agreement shall automatically terminate on the first date after the date hereof on which there are no Services provided between the Parties.

(b)                          This Agreement may be terminated by either Party (a “ Non-Defaulting Party ”) at any time after written notice to the other Party if:

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(i)                                                              the other Party fails in any material respect to perform its obligations under or breaches in any material respect this Agreement or any Services Agreement (the “ Defaulting Party ”) and such failure to perform or breach of an obligation is not cured within sixty (60) days of the date on which written notice is received by the Defaulting Party setting forth in reasonable detail the manner in which the Defaulting Party failed to perform its obligations hereunder and stating that the Non-Defaulting Party intends to terminate this Agreement with respect to the Defaulting Party if such failure or breach is not cured within sixty (60) days of such notice.  For the avoidance of doubt, the foregoing shall not limit any rights of the payee Party under Section 1.12(b) ; or

(ii)                                                           the other Party makes a general assignment for the benefit of creditors, becomes insolvent, a receiver is appointed, or a court approves reorganization or arrangement proceedings.

Section 9.2                                       Service Termination .

(a)                           Any Services Agreement may be terminated (x) by mutual written agreement of the Parties to such Services Agreement at any time or (y) by the Non-Defaulting Party with respect to any Services Agreement in accordance with the procedures set forth in Section 9.1(b) if the other Party fails in any material respect to perform its obligations under or breaches in any material respect such Services Agreement; provided, that the termination of Telecommunications Services, Information Technology Support and Services and Collocation and Facilities Services to be provided by Travelport to OWW shall have the termination provisions specified on Exhibit A-6 to Exhibit A hereto.

(b)                          Any Service or Services provided hereunder may be terminated by the Service Provider upon written notice to the Service Recipient of such Service or Services if performance of any such Service or Services has been rendered impossible or impracticable by reason of the occurrence of any of the events described in Section 10.1 ; provided , that such Service Provider has used commercially reasonable efforts not to suspend services as provided in Section 1.13 .

(c)                           Any notice of Service Termination delivered by either Party shall specify the effective date of such Service Termination and, where applicable, detail the Service or Services to be terminated.

Section 9.3                                       Consequences of Termination and Service Termination .  In the event of Termination pursuant to Section 9.1 or a Service Termination pursuant to Section 9.2 :

(a)                           Upon request and at the returning Party’s cost, each Party involved in such Service shall return to the other Party all tangible personal property, books and records owned by the other Party and relating to the Services in their

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possession (other than Confidential Information, which is governed by Section 5.1 ), as of the relevant Termination or Service Termination date, as applicable; and

(b)                          In the event of any Service Termination, in whole or in part, of any Service by the Service Provider pursuant to Section 9.2(a)(y) or Section 9.2 (b) or by the Service Recipient pursuant to Section 9.2(a)(y) , the Service Recipient shall pay to Service Provider (i) all reasonable Transition Costs as incurred and invoiced on a monthly basis, and (ii) shall continue to pay any Unrecovered Costs in accordance with the same payment schedule as such costs would have been paid if the applicable Services had continued to be provided until their intended expiration date.  Invoices for such charges shall be prepared in reasonable detail by the Service Provider and payment shall be due within thirty (30) days after receipt of such invoice.

(c)                           The Service Provider and the Service Recipient shall cooperate and use commercially reasonable efforts to minimize Transition Costs and Unrecovered Costs that may arise under any Services Agreement and this Agreement (including, e.g ., by exercising early termination rights under vendor contracts where the total cost of early termination is less than continued payments under such contracts as contemplated for the remainder of the Service Term for such terminated Services).  To the extent that any Unrecovered Costs are incurred by Service Provider over the remaining Service Term for such Services (rather than at or about the time of the Termination or a Service Termination, as the case may be), but paid by Service Recipient prior to such time actually incurred by Service Provider, Service Recipient shall pay to Service Provider the net present value of such costs, at a mutually agreed to discount rate.

Section 9.4                                       Survival .  Expiration or termination of all or a portion of the Services for any reason shall not terminate the other obligations of the Parties hereunder, which shall survive any such Service Termination; provided , however, that as to any particular Services, this Agreement shall terminate as between the Service Provider and the Service Recipient listed on an Exhibit upon the end of the Service Term for such Services specified in the Exhibits; provided , further , that Section 4.2 , Article V , Article VI , Section 9.3 , Section 9.4 , Article X and any provisions of a Services Agreement that are specified therein as surviving, shall survive the Termination.  Subject to the foregoing, expiration or termination of the Services for any reason shall not terminate either Party’s obligation to pay any money owed under this Agreement up to or as a result of a Service Termination or obligations and rights arising out of any willful misconduct or gross negligence of either Party occurring prior to such Service Termination or expiration or, including the obligation to pay any money owed hereunder up to or as a result of such Service Termination.

ARTICLE X

MISCELLANEOUS

Section 10.1                                 Force Majeure .  Neither of the Parties shall be responsible for the delay in the performance of any obligation hereunder due to labor

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disturbances, pandemic, accidents, fires, storms, floods, earthquake, explosion, wars, acts of terrorism, riots, rebellions, insurrections, blockages, strike or labor disruption, acts of governments, governmental requirements and regulations, restrictions imposed by law or any other similar conditions, beyond the reasonable control and without the fault or negligence of such Party, and the time for performance by such Party shall be extended by the period of such delay.  Notwithstanding the foregoing, in no event shall the Service Recipient be relieved of its payment obligations to the Service Provider for Services delivered.

Section 10.2                                 Assignment .

(a)                           Except as otherwise provided for in this Agreement, and subject to Section 10.2(b) , neither this Agreement (nor any Services Agreement hereunder) nor any of the rights, interests or obligations of either Party hereto under this Agreement (or any Services Agreement hereunder) shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party; provided, that no Service Provider or Service Recipient will be obligated to materially change the nature, scope or volume of the Services it provides or receives, respectively, under any Services Agreement as a result of any assignment, allocation or contribution by any Party (or any such assignment, allocation or contribution by any of such Party’s Subsidiaries). To the extent so assigned, allocated and/or contributed to a Subsidiary, the relevant Subsidiary shall be deemed the relevant Service Provider or Service Recipient, as applicable, with respect to the relevant portion of such Service(s).

(b)                          Notwithstanding Section 10.2(a) or anything else in this Agreement, Service Provider may assign (in whole or in part) the rights, interests or obligations of such Party under a Services Agreement, and Travelport may assign this Agreement in whole or in part, in connection with a merger transaction or the sale of Assets or change of control; provided , that the surviving entity of such merger, the transferee of such Assets or other successor shall agree in writing, reasonably satisfactory to the other Party, to be bound by the terms of this the Service Agreement or Agreement, as the case may be, as if named as a “Party” hereto; provided further , that neither Service Provider nor Service Recipient will be obligated to materially change the nature, scope or volume of the Services it provides or receives, respectively, under any Services Agreement, as a result of any such disposition by either Party (or any disposition by any of such Party’s Affiliates).

(c)                           Any assignment or other disposition in violation of this Section 10.2 shall be void.  Subject to the foregoing in this Section 10.2 , this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.  Nothing in this Section 10.2 shall affect the ability of either Party to terminate this Agreement or any of the Services in accordance with the provisions of this Agreement.

Section 10.3                                 Relationship of the Parties .  Neither of the Parties is an agent of the other or has any authority to bind the other Party, transact any business in the

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other Party’s name or on its behalf, or make any promises or representations on behalf of the other Party unless provided for in the Exhibits or agreed to in writing.

Section 10.4                                 Governing Law and Submission to Jurisdiction .  This Agreement shall be construed and enforced in accordance with, and the rights and duties of the parties shall be governed by, the laws of the State of New York without regard to the principles of conflicts of law other than Section 5-1401 of the General Obligations Law of the State of New York.  Subject to Section 10.7 , each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York (the “ New York Courts ”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article X or to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder.  Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.4 . Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 10.5                                 Entire Agreement .  This Agreement, including any schedules or Exhibits annexed hereto, as such schedules or Exhibits may be amended from time to time in accordance with Section 10.12 , the Ancillary Agreements and the Continuing Agreements embody the entire agreement and understanding of the Parties hereto relating to the Services and obligations to be provided by the Parties, and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.  There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein.  In the event of any inconsistency between this Agreement and any schedule or Exhibit hereto, the schedule or Exhibit, as the case may be, shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Continuing Agreement, such Ancillary Agreement or Continuing Agreement shall control, except if otherwise provided therein; provided that this Agreement shall control with respect to any conflicts with the Separation Agreement.

Section 10.6                                 Notices .  All notices, requests, claims, consents, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the

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following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6 ):

To Travelport:

Eric J. Bock

Executive Vice President and General Counsel

Travelport Inc.

400 Interpace Parkway, Bldg. A

Parsippany, NJ 07054

Phone: (973) 939-1000

Fax: (973) 939-1199

To OWW:

General Counsel

500 W. Madison Street, Suite 1000

Chicago, IL 60661

Attn: Legal Department

Phone: (312) 894-5000

Facsimile: (312) 894-4855

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m., New York City time, and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 10.7                                 Disputes .  Any dispute between the Parties hereto arising under this Agreement shall be resolved pursuant to the dispute resolution procedures contained in Article IX of the Separation Agreement as if such provision applied to the Parties hereto.  In the event of any such dispute, the Service Recipient shall continue to pay for the Services, in accordance with Section 1.12, and the Service Provider shall continue to provide the Services in accordance with the terms and conditions of this Agreement (subject to applicable third party contract terms and conditions), pending resolution of such dispute.  The obligations of the Parties pursuant to this Section 10.7 shall survive the Termination, any Service Termination or the termination of the Separation Agreement.

Section 10.8                                 Severability .  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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Section 10.9                                 Interpretation .

(a)                           When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.  The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

(b)                          The Parties have participated jointly in the negotiation and drafting of this Agreement.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 10.10                           Counterparts .  This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by all Parties and delivered to the other Party.

Section 10.11                           Further Cooperation .  Each Party agrees to cooperate with the other, at the other Party’s reasonable request, to execute any and all documents or instruments, or to obtain any consents, in order to assign, transfer, perfect, record, maintain, enforce or otherwise carry out the intent of the terms of this Agreement.

Section 10.12                           Amendment and Waiver .  This Agreement and the Services Agreements may not be amended or modified except by a writing signed by an authorized signatory of each Party; provided , that any Services Agreement may be amended or modified by a writing signed by an authorized signatory of each Party to such Services Agreement.  No waiver by either Party or any breach or default hereunder or under any Services Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default.

Section 10.13                           Duly Authorized Signatories .  Each Party represents and warrants that its signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary corporate or other appropriate action to execute this Agreement.

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Section 10.14                           Waiver of Trial By Jury .  EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.14 .

Section 10.15                           Title and Headings .  Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.16                           No Third Party Beneficiaries .  This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 10.17                           Successors and Assigns .  The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 10.18                           Certain Definitions .  For purposes of this Agreement:

(a)                           “ Action ” means any claim, action, cause of action, dispute, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other.

(b)                          “ Additional Services ” has the meaning set forth in Section 1.2 .

(c)                           “ Adjustment Amount ” has the meaning set forth in Section 1.10(a) .

(d)                          “ Affiliate ” means (i) with respect to the Travelport Affiliated Group, any other member of the Travelport Affiliated Group, and (ii) with respect to the OWW Affiliated Group, any other member of the OWW Affiliated Group.

(e)                           “ Agreement ” has the meaning set forth in the preamble to this Agreement.

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(f)                             “ Ancillary Agreements ” means those agreements identified on Schedule 10.13 to the Separation Agreement.

(g)                          “ Avis Budget ” means Avis Budget Group, Inc., a Delaware corporation formerly known as Cendant Corporation.

(h)                          “ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are authorized or obligated by law or executive order to close.

(i)                              “ Cendant Separation Agreement ” means that certain Separation and Distribution Agreement, dated as of July 27, 2006, by and among Avis Budget, Realogy, Wyndham and Travelport.

(j)                              “ Code ” means the Internal Revenue Code of 1986, as amended.

(k)                           “ Confidential Information ” means any information disclosed by one Party to the other Party whether obtained before or after the execution of this Agreement relating to the business, finances, technology or operations of the providing Party relating to this Agreement or the provision or receipt of Services hereunder or under any Exhibit.  Such information may include financial, technical, legal, marketing, network, and/or other business information, reports, records, or data (including, but not limited to, computer programs, code, systems, applications, analyses, passwords, procedures, output, information regarding software, sales data, vendor lists and pricing information, customer lists, and employee- or customer-related information, personally identifiable information, business strategies, advertising and promotional plans, creative concepts, specifications, designs, and/or other material).

(l)                              “ Continuing Agreements ” means those agreements identified on Schedule 2.5 to the Separation Agreement.

(m)                        “ Contract ” means any agreement, contract, obligation, indenture, instrument, lease, promise, arrangement, commitment or undertaking (whether written or oral and whether express or implied).

(n)                          “ Cost ” has the meaning set forth in Section 1.10 .

(o)                          “ Defaulting Party ” has the meaning set forth in Section 9.1(b)(i) .

(p)                          “ Employee Severance Cost ” has the meaning set forth in Section 1.9 .

(q)                          “ Exhibit ” has the meaning set forth in Section 1.1(a) .

(r)                             “ Interest Rate ” has the meaning set forth in Section 1.12(a) .

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(s)                           “ IPO ” has the meaning set forth in the preamble.

(t)                             “ LTIPs ” shall have the meaning set forth in Section 1.9 .

(u)                          “ Losses ” means any and all damages, losses, deficiencies, liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including, without limitation, the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights thereunder).

(v)                          “ Master Services Agreement ” has the meaning set forth in the preamble.

(w)                        “ Non Defaulting Party ” has the meaning set forth in Section 9.1(b) .

(x)                            “ OWW ” has the meaning set forth in the preamble to this Agreement.

(y)                          “ OWW ” means Orbitz Worldwide, Inc., a Delaware corporation.

(z)                            “ OWW Affiliated Group ” means, collectively, OWW and all of its direct and indirect Subsidiaries now or hereafter existing.

(aa)                     “ Party ” or “ Parties ” has the meaning set forth in the preamble.

(bb)                   “ Prime Rate ” shall mean the rate per annum publicly announced by JPMorgan Chase Bank (or successor thereto) from time to time as its prime rate in effect at its principal office in New York City. For purposes of this Agreement, any change in the Prime Rate shall be effective on the date such change in the Prime Rate is publicly announced as effective.

(cc)                     “ Privilege ” means any privilege, including privileges arising under or related to the attorney-client or attorney work product privileges.

(dd)                   “ Proceeding ” has the meaning set forth in Section 2.1(a) .

(ee)                     “ Realogy ” means Realogy Corporation, a Delaware corporation.

(ff)                         “ Related Parties ” means, with respect to a Party, its officers, directors and employees and any of its Affiliates or Subsidiaries, and their officers, directors or employees, as well as any agents and subcontractors of a Party or of any of the foregoing.

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(gg)                   “ Reorganization ” has the meaning set forth in the preamble.

(hh)                   “ Residual Information ” shall have the meaning set forth in Section 5.2(c) .

(ii)                           “ Securities Act ” means the Securities Act of 1933, as amended.

(jj)                           “ Separation Agreement ” has the meaning set forth in the preamble.

(kk)                     “ Service Provider ” means the Party providing the Services with respect to any particular Services Agreement, as set forth in the relevant Exhibits.

(ll)                           “ Service Recipient ” means the Party receiving the Services with respect to any particular Services Agreement, as set forth in the relevant Exhibits.

(mm)               “ Service Taxes ” has the meaning set forth in Section 3.1 .

(nn)                   “ Service Term ” has the meaning set forth in Section 1.4 .

(oo)                   “ Service Termination ” has the meaning set forth in Section 9.1(a) .

(pp)                   “ Services ” has the meaning set forth in Section 1.1(a) .

(qq)                   “ Services Agreement ” has the meaning set forth in Section 1.1(a) .

(rr)                         “ Shared Contract ” shall mean any contract (i) that is forth on Schedule 6.6 , as such schedule may be amended from time to time, or (ii) that is (A) a Travelport asset but inures in whole or in part to the benefit or burden of OWW or the consumer-to-consumer business or (B) a OWW asset but inures in whole or in part to the benefit or burden of Travelport or the business-to-consumer business.

(ss)                     “ Subsidiary ” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person, (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership), or (iii) which would be considered subsidiaries of such Person within the meaning of Regulation S-K or Regulation S-X.

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(tt)                         “ TAI ” means Travelport Americas, Inc., a Delaware corporation, formerly known as Travelport Inc. and Cendant Travel Distribution Services Group, Inc.

(uu)                   “ Termination ” has the meaning set forth in Section 9.1(a) .

(vv)                   “ Third Party Action ” has the meaning set forth in Section 2.1(b) .

(ww)               “ Third Party Agreement ” means any agreement between either or both of the Parties and/or their Affiliates, on the one hand, and any third party, on the other hand.

(xx)                       “ Transition Costs ” means the reasonable out-of-pocket costs and the expenses, labor, and materials incurred by Service Provider in transitioning the performance of Services to Service Recipient in accordance with this Agreement and any other costs, expenses, labor and materials that are proposed and reasonably incurred by Service Provider in winding down the provision of such Service.

(yy)                   “ Travelport ” has the meaning set forth in the preamble to this Agreement.

(zz)                       “ Travelport Affiliated Group ” means, collectively, Travelport Limited and all of its direct and indirect Subsidiaries now or hereafter existing, other than members of the OWW Affiliated Group.

(aaa)               “ Travelport Limited ” has the meaning set forth in the preamble to this Agreement.

(bbb)            “ Unrecovered Costs ” means any reasonable unamortized hardware, software or other costs and charges that are allocated to such Service (such allocation made in accordance with this Agreement, including Section 1.10 ), as of the date of Termination or Service Termination, as applicable (including any prepaid hardware and software maintenance fees and unamortized license or leasing payments).

(ccc)               “ Work Product ” means reports, surveys, promotional materials, photographs, logos, artwork, graphics, signs, computer code, scripts, documentation, data (excluding employee and customer data), specifications or other materials, writings, or works of authorship that is created by the Service Provider specifically for the Service Recipient in the course of rendering the Services under a Services Agreement, but excluding any of the foregoing created by the Service Provider in the ordinary course of maintaining information technology infrastructure to provide Services to any Service Recipient.

(ddd)            “ Wyndham ” means Wyndham Worldwide Corporation, a Delaware corporation.

(eee)               “ 404 Audit ” has the meaning set forth in Section 8.3(a) .

 

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf on the day and year first above written.

	TRAVELPORT INC.
	By:	/s/ Eric J Bock
	Name:		Eric J. Bock
	Title:		Executive Vice President and General Counsel
	ORBITZ WORLDWIDE, INC.
	By:	/s/ James P. Shaughnessy
	Name:		James P. Shaughnessy
	Title:		Senior Vice President, General Counsel

 

 

Signature Page to Transition Services Agreement

 

 

 

 

Exhibit 10.3

TAX SHARING AGREEMENT (this “Agreement”), dated as of July 25, 2007, by and among Travelport Inc., a Delaware corporation (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation (“OWW”).

WHEREAS, prior to February 8, 2007, Travelport, OWW and each of their respective U.S. Affiliates were members of an Affiliated Group of corporations within the meaning of Section 1504(a) of the Code (the “Continuing Affiliated Group”) of which OWW was the common parent;

WHEREAS, on or about February 8, 2007, Travelport, OWW, certain Travelport Subsidiaries and certain OWW Subsidiaries engaged in certain transactions, the effect of which was that Travelport and the U.S. Travelport Subsidiaries ceased to be members of the Continuing Affiliated Group and became members of a new Affiliated Group of which Travelport is the common parent (the “Deconsolidation Transaction”);

WHEREAS, OWW remains the common parent of the Continuing Affiliated Group;

WHEREAS, the board of directors of Travelport has determined that it is appropriate, desirable and in the best interests of Travelport and its stockholders to offer for sale a certain percentage of the common stock of OWW in a registered public offering (the “IPO”);

WHEREAS, in a series of transactions commencing on or about June 1, 2007, OWW or its Affiliates, acquired 100% of the stock and/or other equity interests of certain non-U.S. entities that engage in the B2C Businesses and engaged in certain other steps to properly align Travelport and OWW’s business in connection with the IPO (together with the Deconsolidation Transaction, the “Restructuring Transaction”); and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to liability for Taxes, responsibility for preparing and filing Tax Returns, and certain other Tax-related matters following the date hereof.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

As used in this Agreement, the terms set forth in this ARTICLE I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate” means, with respect to any Person, at the time in question, any other Person Controlling, Controlled by or under common Control with such Person.

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“Affiliated Group” means an affiliated group of corporations within the meaning of Section 1504(a) of the Code and any consolidated, combined, unitary and other similar group as defined under similar laws of other jurisdictions.

“Agreement” is defined in the preamble.

“B2B Businesses” has the meaning ascribed in the Separation Agreement.

“B2C Businesses” has the meaning ascribed in the Separation Agreement.

“Cendant Purchase Agreement” means that certain purchase agreement, dated as of June 30, 2006 among Cendant Corporation, Travelport Inc., TDS Investor Corporation, and TDS Investor (Bermuda), Ltd., as amended.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contest” means any audit, examination, suit, action or proceeding involving a Taxing Authority.

“Continuing Affiliated Group” is defined in the preamble.

“Control” (including “controls,” “controlling,” “controlled by” and “under common control with”) means, with respect to any Person, the ownership of stock, directly or indirectly, possessing at least fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote of the Person.

“Deconsolidation Transaction” is defined in the preamble.

“Dispute” is defined in Section 6.1.

“Dispute Date” is defined in Section 6.1.

“IPO” is defined in the preamble.

“OWW” is defined in the preamble.

“OWW Group” is any Affiliated Group of which OWW or any OWW Subsidiary is a member which includes, for the avoidance of doubt, the Continuing Affiliated Group.

“OWW Returns” means any Tax Return required to be filed by or on behalf of OWW, an OWW Subsidiary, or an OWW Group (including the Continuing Affiliated Group).

“OWW Subsidiary” means any corporation or other entity directly or indirectly Controlled by OWW immediately after the date hereof (including any successor to such a corporation or other entity and any entity formed or acquired after the date hereof).

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“Person” means and includes any individual, firm, corporation, partnership (including, without limitation, any limited, general or limited liability partnership), company, limited liability company, trust, joint venture, association, joint stock company, unincorporated organization or similar entity or governmental entity.

“Refund” means any refund of Taxes, including any reduction in Tax liability by means of a credit, offset or otherwise, net of any increased Taxes attributable to such Refund.  For the avoidance of doubt, Refund does not include payments made by Cendant under the Cendant Purchase Agreement.

“Restructuring Transactions” is defined in the preamble.

“Restructuring Taxes” is defined in Section 3.4.

Separation Agreement” means that certain separation agreement, dated as of the date hereof, by and between OWW and Travelport Limited, a Bermuda company and indirect parent of Travelport.

“Straddle Period” means any taxable period that begins on or before the date hereof and ends after the date hereof.

“Tax Return” means any return, filing, report, questionnaire, information statement or other document required to be filed, including amended returns that may be filed, for any taxable period with any Taxing Authority (whether or not a payment is required to be made with respect to such filing).

“Tax or Taxes” means all taxes, charges, imposts, duties or other similar assessments imposed by, or required to be collected or withheld and paid to, any Taxing Authority, including, without limitation, income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added, and other taxes, together with any related interest, penalties or other additional amounts.

“Tax Statement” is defined in Section 2.2(b)(i).

“Taxing Authority” means the United States Internal Revenue Service and any other state, local, foreign or other governmental entity responsible for the collection or administration of Taxes.

“Travelport” is defined in the preamble.

“Travelport Subsidiary” means any corporation or other entity directly or indirectly Controlled by Travelport on or after the date hereof (including any successor to such a corporation or other entity and any entity formed or acquired after the date hereof).  For the avoidance of doubt, “Travelport Subsidiary” shall exclude OWW and each OWW Subsidiary.

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“Travelport Group” is any Affiliated Group of which Travelport or any Travelport Subsidiary is the common parent other than an OWW Group and, for the avoidance of doubt, other than the Continuing Affiliated Group.

“Travelport Returns” means any Tax Return required to be filed by or on behalf of Travelport, a Travelport Subsidiary, or a Travelport Group.

“Treasury Regulations” means those regulations promulgated by the United States Department of Treasury under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding provisions) as in effect for the relevant taxable period.

ARTICLE II
PREPARATION AND FILING OF TAX RETURNS; PAYMENT OF TAXES

Section 2.1             Travelport Tax Returns.   Travelport shall have sole and exclusive responsibility for the preparation and filing of, and shall prepare and timely file or cause to be prepared and timely filed, all Travelport Returns and shall timely pay, or cause to be paid, all Taxes required to be reported on such Travelport Returns.

Section 2.2             OWW Tax Returns .

(a)        Except as otherwise provided in subsection (b), OWW shall have sole and exclusive responsibility for the preparation and filing of, and shall prepare and timely file or cause to be prepared and timely filed, all OWW Returns and shall timely pay, or cause to be paid, all Taxes required to be reported on such OWW Returns.

(b)        Travelport, on behalf of OWW or any relevant OWW Subsidiary, shall prepare and timely file or cause to be prepared and timely filed, all OWW Returns for all taxable periods ending on or prior to the date hereof and all Straddle Periods.  All such Tax Returns shall be prepared in good faith and consistent with past practice unless otherwise required by applicable law.

(i)    If Travelport is permitted by law to file a Tax Return described in this Section 2.2(b), at least six (6) business days before the due date for such Tax Return, Travelport shall deliver such Tax Return to OWW accompanied by a statement (a “Tax Statement”) setting forth and calculating in reasonable detail the amount of Taxes shown to be due and payable thereon other than Taxes for which Travelport is required to indemnify OWW under Section 3.1.  Within three (3) business days of receipt, OWW shall pay to Travelport the amount of such Taxes shown on such Tax Statement.

(ii)   If Travelport is not authorized by law to file a Tax Return described in this Section 2.2(b), at least three (3) business days before the due date for such Tax Return, Travelport shall deliver such Tax Returns to OWW and shall pay to OWW the amount of Taxes shown to be due and payable thereon for which Travelport is required to indemnify OWW under Section 3.1.  OWW shall file such Tax Returns with the appropriate Taxing Authority, and shall timely pay, or cause to be paid, all Taxes required to be pay therewith. OWW shall compensate Travelport for all services provided by Travelport to OWW under this subsection (b), as provided in that

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certain transition services agreement, dated the date hereof, by and between Travelport and OWW.

Section 2.3             Refunds and Payments Received from Cendant.   Travelport shall be entitled to (i) all Refunds of Taxes described in Section 3.1, and (ii) all payments made by Cendant under the Cendant Purchase Agreement that relate to Taxes imposed on Travelport or an Affiliate of Travelport.  OWW shall be entitled to (i) all Refunds of Taxes described in Section 3.2, and (ii) all payments made by Cendant under the Cendant Purchase Agreement that relate to Taxes imposed on OWW or any OWW Subsidiary. If one party receives a Refund or payment under the Cendant Purchase Agreement to which the other party is entitled hereunder, the recipient shall remit, within five (5) days thereafter, the amount of such Refund or payment to the other party.

Section 2.4             Provision of Information.   OWW shall prepare or cause to be prepared, at its own expense, and provide to Travelport, all information that Travelport shall reasonably request, in such form as Travelport shall reasonably request, in connection with Travelport and OWW’s rights and obligations under this Agreement, which information shall be provided no later than thirty (30) days following Travelport’s request therefor.

ARTICLE III
INDEMNIFICATION

Section 3.1             Indemnification by Travelport.   Travelport shall indemnify and hold harmless OWW and all Affiliates of OWW from and against the following Taxes and related costs, expenses and other losses:

(a)        all Taxes imposed on OWW or an OWW Subsidiary for all taxable periods arising out of, or attributable to the B2B Businesses;

(b)        all Taxes arising out of, or attributable to the breach by Travelport of any of its obligations or agreements under this Agreement;

(c)        71 percent of all Taxes imposed on OWW or any OWW Subsidiary arising out of, or attributable to the Restructuring Transactions;

(d)        71 percent of all Taxes imposed on OWW or any OWW Subsidiary under Treasury Regulation Section 1.1502-6 or any comparable provision of state, local or foreign law as a result of such Person being a member the Affiliated Group of which the Cendant Corporation was the common parent;

(e)        71 percent of all liability with respect to Taxes imposed on OWW or any OWW Subsidiary under the Cendant Purchase Agreement; and

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(f)         71 percent of all Taxes imposed on OWW or any OWW Subsidiary for all taxable periods ending on or before the date hereof and all Straddle Periods other than (i) those Taxes described in subsections (a)-(e), and (ii) Taxes arising out of, or attributable to the B2C Businesses.

Section 3.2             Indemnification by OWW.   OWW shall indemnify and hold harmless Travelport and all Affiliates of Travelport from and against the following Taxes and related costs, expenses and other losses:

(a)        all Taxes imposed on Travelport or any Travelport Subsidiary for all taxable periods arising out of, or attributable to the B2C Businesses;

(b)        all Taxes and related costs arising out of, or attributable to the breach by OWW of any of its obligations or agreements under this Agreement;

(c)        29 percent of all Taxes imposed on Travelport or any Affiliate of Travelport arising out of, or attributable to the Restructuring Transactions;

(d)        29 percent of all Taxes imposed on Travelport or any Travelport Subsidiary under Treasury Regulation Section 1.1502-6 or any comparable provision of state, local or foreign law as a result of such Person having been a member of an OWW Group;

(e)        29 percent of all Taxes imposed on Travelport or any Travelport Subsidiary under Treasury Regulation Section 1.1502-6 or any comparable provision of state, local or foreign law as a result of such Person being a member the Affiliated Group of which the Cendant Corporation was the common parent;

(f)         29 percent of all liability with respect to Taxes imposed on Travelport or any Affiliate of Travelport under the Cendant Purchase Agreement; and

(g)        29 percent of all Taxes imposed on Travelport or any Travelport Subsidiary for all taxable periods ending on or before the date hereof and all Straddle Periods other than (i) those Taxes described in subsections (a)—(f), and (ii) Taxes arising out of, or attributable to the B2B Businesses.

Section 3.3             Straddle Periods.   For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period, the parties hereto shall, to the extent permitted or required under applicable law, treat the date hereof as the last day of the taxable year or period of the relevant entity for all Tax purposes.  In any case where applicable law does not permit the parties hereto to treat the date hereof as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of any

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Straddle Period prior to the date hereof shall be:

(a)        in the case of Taxes imposed on a periodic basis, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the date hereof, and the denominator of which is the number of calendar days in the entire Straddle Period; and

(b)        in the case of Taxes not described in clause (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property), deemed equal to the amount that would be payable if the taxable year or period ended on the date hereof.

Section 3.4             Restructuring Taxes.   For purposes of this Agreement, the amount of Taxes arising out of or attributable to the Restructuring Transactions (“Restructuring Taxes”) shall equal the excess, in any taxable period in which the Restructuring Transactions occurred, of (a) the amount of Taxes actually imposed upon a party hereto over (b) the amount of Taxes that would have been imposed upon such party if the Restructuring Transactions had not occurred.  For the avoidance of doubt, Restructuring Taxes shall not include (i) the use of or reduction in any losses, deductions or credits, or (ii) Taxes imposed in a taxable period other than that in which the Restructuring Transactions occur even if such Taxes would have been eliminated or reduced through the use of losses, deductions or credits described in clause (i) if the Restructuring Transactions had not occurred.

Section 3.5             Payment.   The parties shall settle their indemnification obligations within thirty (30) days after receipt of written demand for payment, setting forth in reasonable detail the circumstances and amount of the indemnity payment.

ARTICLE IV
CONTROL OF CONTESTS

Section 4.1             Generally.   In the event any Taxing Authority informs a party of any proposed or actual Contest of Taxes for which an indemnification obligation is imposed on another party under ARTICLE III, the party so informed shall notify the other party of such matter within ten (10) business days after receiving such notice. No failure or delay in informing the other party shall reduce or otherwise affect the obligations or liabilities of any party hereto, except to the extent such failure or delay shall have materially and adversely affected the recipient party’s ability to defend against any liability or claim with respect to such Taxes.  Any notice shall be accompanied by a copy of any written notice or other document received from the applicable Taxing Authority with respect to such matter.

Section 4.2             Control by Travelport.   Travelport shall have the sole right to control any Contest relating to a Travelport Return, other than any contest that OWW elects to control under the second sentence of Section 4.3.  So long as does so in good faith, Travelport may elect to control (which election shall be delivered to OWW no later than ten (10) days after receipt of the notice described in Section 4.1) any Contest relating to an

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OWW Return with respect to any Taxes for which an indemnification obligation is imposed on Travelport under Section 3.1.  OWW, at its expense, shall have the right to participate in any Contest that it does not control (a) relating to any OWW Return that Travelport elects to control pursuant to the previous sentence, and (b) relating to any Taxes for which an indemnification obligation is imposed on OWW under Section 3.2 (including an obligation to indemnify for a portion of such Taxes).  Travelport shall not agree or settle or compromise any Contest described in the previous sentence which settlement or compromise would have a material adverse impact on the liability for Taxes hereunder of OWW, without OWW’s consent (which consent shall not be unreasonably withheld or delayed).

Section 4.3             Control by OWW.   OWW shall have the sole right to control any Contest relating to an OWW Return, other than any contest that Travelport elects to control under the second sentence of Section 4.2.  So long as does so in good faith, OWW may elect control (which election shall be delivered to Travelport no later than ten (10) days after receipt of the notice described in Section 4.1) any Contest relating to a Travelport Return with respect to any Taxes for which an indemnification obligation is imposed on OWW under Section 3.2(a) or (b).  Travelport, at its expense, shall have the right to participate in any Contest relating to any Travelport Return that OWW elects to control.  OWW shall not agree or settle or compromise any Contest described in the previous sentence which settlement or compromise would have a material adverse impact on the liability for Taxes hereunder of Travelport, without Travelport’s consent (which consent shall not be unreasonably withheld or delayed).

ARTICLE V
COOPERATION AND EXCHANGE OF INFORMATION

Section 5.1             Cooperation.   Each of Travelport and OWW shall cooperate fully (and shall cause its respective Affiliates to cooperate fully) with all reasonable requests from the other party in connection with the preparation and filing of any Tax Return, any calculation or determination contemplated by this Agreement, or any Contest or other matter relating to Taxes covered by this Agreement.  Such cooperation shall include, without limitation, at each party’s own expense, (i) the retention until the expiration of the applicable statute of limitations (including extensions), and the provision upon request, of Tax Returns, books, records, documentation and other information relating to Tax Returns and/or the calculations and determinations contemplated under this Agreement, and (ii) the execution of any document that may be necessary or helpful in connection with the filing of any Tax Return or control of any Contest, including, but not limited to, the execution of a power of attorney authorizing the other party and its accountants, tax advisors and other representatives to represent it.  Each party shall make its employees and facilities available on a reasonable basis in connection with the foregoing matters.

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ARTICLE VI
DISPUTES

Section 6.1             Dispute Resolution.   Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity hereof (“Dispute”) shall first be negotiated between the appropriate senior executives of Travelport and OWW who have the authority to resolve the matter.  Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10) days of receipt by Travelport or OWW, as applicable, of notice of a Dispute, which date of receipt shall be referred to herein as the “Dispute Date.”  If the senior executives are unable to resolve the Dispute within thirty (30) days from the Dispute Date, then Travelport and OWW shall jointly retain a nationally recognized accounting firm to resolve the Dispute.  If Travelport and OWW cannot mutually agree upon such a firm, then any Dispute which Travelport and OWW cannot resolve within thirty (30) days from the Dispute Date shall be resolved by a nationally recognized accounting firm selected by the American Arbitration Association; provided, however, that the American Arbitration Association shall not select any accounting firm that is then providing auditing services to Travelport or OWW or any of their respective Affiliates.  The accounting firm selected by Travelport and OWW or the American Arbitration Association, as the case may be, shall act as an arbitrator to resolve all points of disagreement, and its decision shall be final and binding upon all parties involved.  Following the decision of such firm, Travelport and OWW shall each take or cause to be taken any action necessary to implement the decision of such firm. Travelport and OWW shall share equally the administrative costs of the arbitration and such firm’s fees and expenses, and shall each bear their respective other costs and expenses related to the arbitration.

ARTICLE VII
GENERAL PROVISIONS

Section 7.1             Late or Deferred Payments.   The amount of all or any portion of a payment not made when due under this Agreement shall be payable together with any interest thereon, computed at the short-term applicable federal rate under Section 1274(d) of the Code and commencing from the date on which such payment was due and payable under this Agreement.

Section 7.2             Notices.   All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to Travelport, to:

Eric J. Bock

Executive Vice President and General Counsel

Travelport Limited

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400 Interpace Parkway, Bldg. A

Parsippany, NJ 07054

Phone: (973) 939-1000

Fax: (973) 939-1199

If to OWW, to:

General Counsel

Orbitz Worldwide, Inc.

500 W. Madison St., Suite 1000

Chicago, IL 60661

Phone: (312) 894-5000

Fax: (312) 894-4855

Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above.

Section 7.3             Counterparts.   This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.4             Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and, except as provided below with respect to successors and assigns, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.5             Governing Law.   This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflict of laws.

Section 7.6             Severability.   If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the

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greatest extent possible.

Section 7.7             Successors; Assignment.   Neither party may not assign any of its rights, interests or entitlements and obligations under this Agreement without the prior written consent of the other party. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns.

Section 7.8             Good Faith.   The parties shall, and shall cause their respective Affiliates to, act in good faith and not take any action intended to circumvent the provisions of this Agreement.

Section 7.9             Amendments.   No amendment to this Agreement shall be effective unless it shall be in writing and signed by Travelport and OWW.

Section 7.10           Titles and Subtitles.   The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.11           Termination of Prior Agreements.   All prior agreements between Travelport and/or any Affiliate of Travelport, on the one hand, and OWW or any Affiliate of OWW, on the other hand, providing for the sharing or allocation of liability for Taxes, shall terminate and have no further effect as of the date hereof.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf on the day and year first above written.

 

	TRAVELPORT INC.
	By:	/s/ Eric J. Bock
		Name:	Eric J. Bock
		Title:	Executive Vice President and General Counsel
	ORBITZ WORLDWIDE, INC
	By:	/s/ James P. Shaughnessy
		Name:  James P. Shaughnessy
		Title:   Senior Vice President, General Counsel

 

 

 

Exhibit 10.4

CUSTOMER PROFILE

CONTRACT NO.

HOME OFFICE LOCATION PSEUDO

TO BE COMPLETED BY SUBSCRIBER:

Subscriber’s Official Name Orbitz Worldwide, LLC

D/B/A (Doing Business As)

Address (Main Office) 500 W. Madison, 10 th  Floor

City, State, Zip Code Chicago, IL 60661

Country USA

Email Address

Phone Number 312-894-5000

Fax Number 312-894-4856

Business Entity:

o Corporation

x Limited Liability Company

o Partnership

o Sole Proprietorship

o Other (describe):

State of Incorporation or Partnership Formation Delaware

Tax I.D. Number:

26-0331198

 

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Please provide Galileo written notice, as specified in
the notices section of the Agreement, of any changes to this information.

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SUBSCRIBER SERVICES AGREEMENT

This Subscriber Services Agreement (“ Agreemen t”) is entered into between the individual or entity specified on the Customer Profile and Galileo International, L.L.C. (“ GILLC ”), a Delaware limited liability company, and Galileo Nederland B.V. (“ GNBV ”), a company incorporated in The Netherlands (collectively, “ Galileo ”).

1.                DEFINITIONS

A.                            “ Authorized User ” means (i) an employee, agent or contractor of Subscriber who needs access to a System to provide travel-related services for the primary benefit of Subscriber and not for their own benefit or for the benefit of others or (ii) a Client User.

B.                              Intentionally Omitted .

C.                              “ CCP ” has the meaning as set forth in the Custom Terms and Conditions Attachment (Galileo Services) – North America attached hereto.

D.                             “ Client User ” means a customer of Subscriber that uses an Orbitz corporate online booking tool and whose use of the Services is permitted and governed by this Agreement.

E.                               “ Content ” means for a particular Vendor, all services and inventory of the Vendor offered through a Travelport GDS, including, without limitation, fares, rates and classes of service.

F.                               “ Contract Effective Date ” means the date that this Agreement has been fully executed by the Parties.

G.                              “ Contract Year ” means each consecutive twelve month period, commencing from January 1, 2007.

H.                             “ Control ” means, in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate, or by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that body corporate.

I.                                  “ CRS ” means computerized reservation system, and may also be referred to as a “ GDS ” in this Agreement.

J.                              “ CRS Regulations ” includes Council Regulation (EEC) No 2299/89 of 24 July 1989 on a code of conduct for computerized reservation systems, as amended and in force on the date hereof and as subsequently amended from time to time during the Term of this Agreement, and any other regulations regarding the general operation of CRSs enacted by any other governmental authority during the Term of this Agreement.

K.                             “ Data Protection Laws ” means all applicable laws, regulations, regulatory requirements and codes of practice in connection with the use, processing and disclosure of personal data or personally identifiable information.

L.                               “ Direct Connect ” or “ Direct Connection ” means functionality that provides a connectivity pathway between the technology platform for any Orbitz Worldwide Agency website and a Vendor’s host system for purposes of making travel reservations directly in the Vendor’s host system.

M.                          “ Documentation ” means all manuals, operating procedures, instructions, guidelines, policies and other written materials, including electronic formats, provided by Galileo during the Term of this Agreement.

N.                             “ End-to-End Business ” means TFB’s corporate travel solution that provides “end to end” (booking through fulfillment) services.

O.                             “ Europe ” means any country within the European Union (“EU”) together with any non-EU member state country that the Parties may agree to include under the terms of this Agreement.

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P.                               “ Galileo Group ” means Galileo and every company which at the relevant time is a subsidiary, parent or holding company of Galileo, a subsidiary of any such parent or holding company, or a company over which Galileo or any parent or holding company of Galileo has Control, or a subsidiary undertaking of any such company, and “ Galileo Group Company ” will be construed accordingly; provided, however, that Orbitz shall be excepted from and not included in the definition of Galileo Group or Galileo Group Company.

Q.                             “ Galileo Services ” means those Services provided by a Galileo Group Company or NDC as described in the attached Custom Terms and Conditions Attachment (Galileo Services) for each of North America, Europe and RoW.

R.                              “ Galileo Services Effective Date ” means January 1, 2007.

S.                               “ Improper Segment ” means any speculative, duplicative or fictitious segment or any other segment reasonably deemed by Galileo to be an improper use of the Services, including, but not limited to, making bookings on any GDS other than a Travelport GDS or on any airline or other reservation system, except as expressly permitted under this Agreement. Segments booked for testing purposes with Galileo’s prior written consent do not count as Improper Segments, unless otherwise stipulated mutually by Galileo and Subscriber; provided, however, that Subscriber may continue to test segments on the Systems substantially as Subscriber conducts such tests as of the Contract Effective Date.

T.                              “ Location ” means the premises or online travel website where Services are provided by Galileo.

U.                             “ Eligible Segments ” means those segments not otherwise subject to an exception specified in Section 5.C.

V.                              “ NDC ” means a non-Galileo Group entity which has entered into an agreement with a Galileo Group Company to provide Galileo Services and/or, upon the Worldspan Closing, Worldspan Services, in its designated territory or territories.

W.                         “ North America ” means the United States of America and Canada.

X.                             “ Orbitz Domestic Agency(ies) ” means, collectively, Orbitz, LLC , Trip Network, Inc. (“ Cheaptickets ”), Travelport for Business, Inc. (“ TFB ”), Internetwork Publishing Corp. (“ Lodging ”) and Neat Group Corp. (“ Neat ”) and all current and future affiliates, agencies, online travel websites and brands of Orbitz located in North America, and “Orbitz Domestic Agency” means any one of them.

Y.                              “ Orbitz International Agency ” means ebookers Limited, a company registered in England and Wales under number 3818962 whose registered address is at 6 th  Floor, 140 Aldersgate Street, London EC1A 4HY (“ ebookers ”), Travelbag Ltd. (“ Travelbag ”) and all current and future affiliates, agencies, online travel websites and brands of Orbitz located in Europe and RoW. The Parties agree that Travelbag Ltd. will no longer be an Orbitz International Agency upon the consummation of its planned sale.

Z.                              “ Orbitz ” or “ Orbitz Worldwide Agency(ies )” means Orbitz Worldwide, LLC and each of its current affiliates, travel agencies, online travel websites and brands and every company which at the relevant time (both currently and in the future) is a subsidiary, parent or holding company of Orbitz, a subsidiary of any such parent or holding company, or a company over which Orbitz or any parent or holding company of Orbitz has Control, or a subsidiary undertaking of any such company; provided, however, that the Galileo Group shall be excepted from and not included in the definition of Orbitz or Orbitz Worldwide Agency(ies).

AA.                  “ Personal Data ” means any personal data or personally identifiable information relating to identifiable natural persons and may include, amongst other things: name, address, telephone number(s), credit card numbers and passport information; as the same may be defined under the relevant Data Protection Laws.

BB.                      “ Principal Display ” has the same meaning as defined in the CRS Regulations.

CC.                      “ Product Data ” means data which is extracted from a Travelport GDS by the Galileo Group Companies, but for the avoidance of doubt, does not contain Personal Data.

DD.                    “ RoW ” means the rest of the world outside of North America and Europe (as defined herein).

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EE.                        “ Segment ” means a reservation that is made for the services of an air, car, hotel, cruise or tour Vendor that participates in a System at the full service level and which:

·               is made by Subscriber, Client Users or Subscriber’s end-user customers in the System and is not cancelled;

·               Galileo or any Galileo Group Company received a participation fee from the Vendor (“ Participation Fee ”);

·               is not an Improper Segment;

·               is not a passive air, car, hotel, cruise or tour segment;

·               with respect to an air segment, a valid ticket or other approved document has been produced in connection with the segment; and

·               with respect to a cruise or tour segment, is not made via Galileo Cruise SM .

Each Segment made using LeisureShopper will count as three Segments (U.S. only). For the avoidance of any doubt, any cruise or tour booking made by Subscriber outside of North America using LeisureShopper shall not count as a Segment. For air Segments, each separate direct or nonstop flight reservation in a passenger name record (“ PNR ”) is multiplied by the number of passengers booked in the PNR for such flight to determine total air Segments; provided that if there is a single flight number, with a change of planes along the way, then such flight reservation shall constitute two Segments. For purposes of this definition, “ full service level ” means that the Vendor provides schedules, availability, booking capability, fares/rates, and if an airline, ticketing capability, through the System, and specifically excludes all airlines that do not issue tickets (paper or electronic), unless otherwise specified in this Agreement. Galileo reserves the right to modify this definition upon the introduction of new vendor participant offerings. Solely in connection with any air Vendor regarding which the Parties have mutually agreed pursuant to Section 5.A(ii) regarding access to the air Vendors’ Content, notwithstanding the definition of “full service level,” a segment for such an air Vendor shall be deemed a Segment, solely for purposes of counting Segments made toward the Domestic Annual Minimum or European Annual Target set forth in Sections 5.B.i and 5.B.ii, respectively, if Galileo has received a Participation Fee (provided that the segment otherwise meets all of the above-specified criteria), but in no event will Galileo pay a Segment Incentive pursuant to Section 5.A.i for such segment.

FF.                        “ Service Level ” means a certain service level that Galileo is required to meet in connection with the performance of the Galileo Services and Worldspan Services, as further described in Section 19.

GG.                      “ Services ” means all software (“ Software ”), all hardware or equipment (“ Hardware ”), access to a Travelport GDS, System functionality or features, support, and any other services provided by a Galileo Group Company or NDC under this Agreement.

HH.                    “ Services Summary ” means an attachment to this Agreement that lists the Services provided by Galileo.

II.                              “ Subscriber ” means Orbitz or the applicable Orbitz Worldwide Agency(ies), as the context requires.

JJ.                            “ Supplier Link ” means the communication pathway between Subscriber’s host switching layer and the following eight (8) airline host systems: American, Continental, Delta, Northwest, US Airways, Alaska, Midwest and United, for purposes of negotiating the required protocols for exchanging information with these proprietary host systems.

KK.                    “ System(s)” means the GDSs used to provide the Travelport GDS Services under this Agreement.

LL.                        “ Term ” means, subject to the terms of the Custom Terms and Conditions Attachments (Galileo Services) for North America and Europe, the period of time from the Galileo Services Effective Date to December 31, 2014 for the Galileo Services and the period of time from the Worldspan Services Effective Date (as defined in Section 9.A. below) to December 31, 2014 for the Worldspan Services.

MM.              “ Transaction ” means a message accessing a System that is transmitted by Subscriber, Subscriber’s end-user customers or a Client User.

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NN.                    “ Transaction Allowance ” means the monthly permitted number of Transactions per Segment as set forth in Section 4.G.

OO.                    “ Travelport GDS ” means the system of computer hardware and software operated by or for any Galileo Group Company (as updated from time to time during the Term of this Agreement), including the Galileo Ò and Apollo® CRSs and, upon the Worldspan Closing, the Worldspan® CRS, which processes data to provide airline, hotel, rental car and other travel-related reservations, including airline ticketing services.

PP.                        “ Vendor ” means a supplier of services, such as an airline, car rental company, hotel, tour or cruise operator that sells travel-related products and/or services and that participates in the Travelport GDSs and “air Vendor” shall be construed accordingly.

QQ.                    “ Worldspan Closing ” means the closing of a Galileo Group Company’s acquisition of Worldspan, L.P. (“Worldspan”) or an affiliate of Worldspan, L.P (collectively, “Worldspan” ).

RR.                      “ Worldspan Services ” means those Services provided by a Galileo Group Company or NDC as described in the attached Custom Terms and Conditions Attachment (Worldspan Services).

SS.                        “ Worldspan Services Effective Date ” is defined in Section 9.A. below.

2.                PROVISION AND USE OF SERVICES

A.            Provision of Services. GILLC, GNBV and each Orbitz Worldwide Agency shall be bound by the terms and conditions of this Agreement. This Agreement has been negotiated and agreed by the parties to govern the terms and conditions upon which the relevant Galileo Group Company or NDC shall provide the Galileo Services and, upon the Worldspan Closing, the Worldspan Services. For the avoidance of doubt, the Galileo Services and, upon the Worldspan Closing, the Worldspan Services, referred to in this Section 2 are to be provided by each of the relevant Galileo Group Companies or NDCs who shall at all times remain responsible for the delivery and provision of those services, notwithstanding that the liability of Galileo to meet such obligations shall at all times remain exclusively with GILLC and GNBV. The applicable Galileo Group Company or NDC shall provide each Orbitz Worldwide Agency Content and Services pursuant to this Agreement, and such Galileo Group Company or NDC, as applicable, shall invoice the particular Orbitz Worldwide Agency for the Services provided. At all times Galileo shall maintain an up to date list of the Galileo Group Companies and NDCs that may provide services under this Agreement and Subscriber shall maintain an up to date list of the Orbitz Worldwide Agencies who receive those Services. Subscriber must first, at its own expense, do any construction, wiring or other modifications necessary to install and connect the Services. At Subscriber’s request and with Galileo’s approval, Galileo may provide additional Services, subject to all terms and conditions of this Agreement. All licenses for Software terminate upon expiration or any termination of this Agreement.

B.              Ownership and Use of Services.

(i)                                      Subscriber has no ownership, right or title in or to any Services, and may not remove identifying marks from the Services or subject the Services to any liens or encumbrances. The Software is the proprietary information and trade secret of Galileo or its licensors. Subscriber may not copy, reproduce or duplicate the Software or Documentation or any portion of them, except to the extent reasonably necessary for backup purposes. Subscriber may not modify, alter, disassemble, reverse assemble, reverse compile, or reverse engineer the Software in whole or in part.

(ii)                                   Subscriber will use the Services strictly in accordance with the Documentation and this Agreement. Any other use is prohibited, including making Improper Segments. Subscriber shall provide to its applicable Galileo Account Manager (as defined in Section 17) commercially reasonable prior written notice, but in no event less than thirty (30) days prior written notice, of any new use of the Services planned by Subscriber not otherwise prohibited by this Agreement and that was not in effect or established as of the Contract Effective Date regarding Galileo Services and as of the Worldspan Services Effective Date regarding Worldspan Services. Any such new use of any of the Services must be mutually agreed by the Parties prior to Subscriber commencing to use the Services for such purpose. For the period commencing on the Worldspan Services Effective Date until the Parties agree upon a Transaction Allowance and Transaction Fees for the Worldspan Services pursuant to Section 4.G (or a binding decision regarding a

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Transaction Allowance and Transaction Fees pursuant to Section 13), Subscriber shall not use the Worldspan Services to support Direct Connect segments in any manner other than those uses that are in place as of the Worldspan Services Effective Date and that do not otherwise violate any provision of this Agreement. Without limiting the preceding sentence, for the period commencing on the Worldspan Services Effective Date until the Parties agree on a Transaction Allowance and Transaction Fees for the Worldspan Services (or such Transaction Allowance and Transaction Fees are determined by arbitration pursuant to Section 13), except as permitted by the (***) Subscriber shall not send DIR INVQ Messages (as defined below) to the System used to provide the Worldspan Services for the purpose of obtaining seat availability information for interline itineraries containing one or more segments where such segment(s) is on a flight operated by a Supplier Link carrier. For purposes of this Section 2.B, the term “ DIR INVQ Message ” means a request and/or the associated response for availability on one or more flights of certain air Vendors participating in the Worldspan CRS.

(iii)                                Subscriber shall permit only Authorized Users to access the System(s) and they shall not disclose or make the Services, including System displays, available to any other third party. Subscriber will be responsible for the actions or inactions of its Authorized Users under the terms of this Agreement. Notwithstanding anything to the contrary, Subscriber may subcontract the use of the Services to third parties acting on behalf of Subscriber, but may not sublicense the Services to any third parties for their own use; provided that such third parties comply with the terms of this Agreement and are not competitors of Galileo’s GDS services; and provided further that Subscriber agrees it will not provide access to any Availability Data (as defined below) from either the Galileo Services or Worldspan Services to any third party, including but not limited to ITA. Such permitted third party contractors shall be deemed Authorized Users. Subscriber shall provide Galileo in writing: (i) a list of any such sublicensees as of the Contract Effective Date and Worldspan Services Effective Date, as applicable, including the address(es) where the Services will be utilized by the sublicensees; and (ii) at least thirty (30) days prior notice of any changes to the list during the Term of this Agreement. Subscriber may use the Services herein to provide services to private label or white label websites operated or controlled by an Orbitz Worldwide Agency, subject to the terms and conditions of this Agreement. For purposes of this Section 2.B, “ Availability Data ” means airlines’ availability data delivered in response to any direct, real-time, “seamless” queries for availability information on airlines against airlines’ inventory/reservation systems; standard airline availability status messages (AVS); numeric AVS messages (NAVS); or airline availability information in the form of Travelport GDS responses to availability requests from customers of the Travelport GDSs other than Subscriber (AVL).

(iv)                               Segments of another Galileo customer may not be included under this Agreement without Galileo’s prior written consent, which consent shall not be unreasonably withheld. Each Party will cooperate with the other Party, and will cause each third party under its control or direction to cooperate with the other Party, in the performance of the other Party’s obligations under this Agreement by, among other things, making available such information, data, access to premises, management decisions and approvals as may be reasonably requested by the other Party.

C.              Updates . Galileo may enhance, discontinue, modify or replace (collectively, “Update” ) the Services at any time, which shall not materially adversely impair the overall functions of the Systems. Except as otherwise expressly provided in this Agreement, Galileo does not promise to provide any information of any vendors. With respect to any Update that could materially affect Subscriber’s access to a System or use of the Services, Galileo shall use commercially reasonable efforts to provide Subscriber written notice of such update at least sixty (60) days prior to the deployment of such Update to its subscriber base. Subscriber’s use of an Update constitutes its agreement to Galileo’s terms and conditions pertaining to such use, or as otherwise mutually agreed. The Parties acknowledge and agree that terms and conditions pertaining to an Update are not intended to materially modify the overall terms and conditions of this Agreement. Subscriber acknowledges that during the Term of this Agreement the functionality of selling cruises and tours via LeisureShopper may be replaced with a new Galileo cruise and tour product.

D.             Third Party Products. Galileo has no liability whatsoever with respect to any product that is not provided by Galileo and is used by Subscriber in conjunction with the Services (“ Third Party Product ”). For purposes of the previous sentence, “product” does not include Vendor Content. Subscriber shall indemnify and hold harmless Galileo for all liabilities, costs and expenses actually incurred by Galileo resulting from or related to a Third Party Product. If

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Subscriber’s use of a Third Party Product adversely affects the use of the System by other customers of Galileo, then Galileo may require that Subscriber immediately discontinue its use of such Third Party Product until Subscriber can demonstrate that it has resolved the adverse effect to Galileo’s reasonable satisfaction. Galileo acknowledges that, as of the Contract Effective Date, ITA’s fare shopping solution does not adversely affect the use of the Systems.

E.               Hardware . Galileo (through the applicable Galileo Group Company or NDC) shall provide the Hardware and telecommunications lines listed in the attached Custom Terms and Conditions Attachments and/or Services Summaries in connection with Galileo Services and, if the Worldspan Closing occurs, the telecommunications lines provided under the Orbitz – Worldspan Agreement (as defined in the Custom Terms and Conditions Attachment (Worldspan Services) as of the Worldspan Services Effective Date. The costs to Subscriber for the provision of all such Hardware and telecommunications services during the Term of this Agreement shall remain substantially similar to the total of such costs in effect as of the Contract Effective Date for the Galileo Services, and as of the Worldspan Services Effective Date for the Worldspan Services. For the avoidance of any doubt, during the Term of this Agreement, Subscriber shall reimburse Galileo in the same way as it reimburses Worldspan under the Orbitz – Worldspan Agreement for any and all telecommunication costs incurred by a Galileo Group Company or NDC in connection with the provision of Worldspan Services, including, but not limited to, telecommunications costs incurred in connection with Subscriber’s fulfillment and customer service providers and any other entity or Location being provided telecommunications services by a Galileo Group Company or NDC for or on behalf of Subscriber. To the extent that Subscriber reasonably needs additional telecommunications lines in connection with either Galileo or Worldspan Services due to the growth in volume of Segments going through the Travelport GDSs during the Term, Galileo will pay the reasonable costs for the provision of such necessary telecommunications lines. Subscriber agrees to accept full responsibility for loss of or damage to the Hardware and, if lost or damaged, Subscriber must pay to Galileo the reasonable actual replacement cost. Subscriber shall be responsible for all necessary repair and maintenance to the Hardware after installation at the applicable Location(s), except to the extent any such repair or maintenance is proximately caused by the negligence or willful misconduct of Galileo. Subscriber may not install third-party devices within the Hardware.

F.               Fare Shopping Tools .

(i)                                      Except as provided in Section 2.F(ii) below or as permitted by the (***), Subscriber will not use any Galileo fare shopping tool or other Galileo faring tool without Galileo’s prior written consent and only upon mutually agreed terms. Until December 31, 2007, Subscriber will be responsible for the Orbitz Worldwide Agencies’ Per-PNR Online License Fees under the Software License Agreement, dated as of October 3, 2002, between ITA Software, Inc. ( “ITA” ) and GILLC, as subsequently amended.

(ii)                                   (***)

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(***)

G.              Movement of Segments . Subscriber shall not move Segments or Transactions between the Travelport GDSs without the prior written consent of Galileo, such consent not to be unreasonably withheld. If Subscriber desires to move U.S. points-of-sale air Segments from the Apollo CRS to the Worldspan CRS, Galileo’s consent thereto shall be subject to Subscriber agreeing to a Segment Incentive rate and other related terms such that Galileo’s Contribution Margin per Segment for such migrated air Segments shall be no less than Galileo’s Contribution Margin per Segment would have been if the air Segments had been made through the Galileo Services. For purposes of this Section 2.G, the term “ Contribution Margin per Segment ” means for any given period total gross Participation Fees received by Galileo from all air Vendors for U.S. points-of-sale air Segments made by Subscriber during the period, net of the total of all Segment Incentive payments made by Galileo to Subscriber and the total Program Fees or other Content access fees paid by Subscriber to Galileo for such air Segments during the period, divided by the total number of U.S. points-of-sale air Segments made by Subscriber during the period. Subscriber acknowledges and agrees that any such U.S. points-of-sale air Segments moved or migrated from the Apollo CRS to the Worldspan CRS shall not become subject to the terms of the Supplier Link Agreements or treated as eligible segments to be made through the Supplier Link vendors under those agreements.

H.             Third Party Software Licenses . Certain Software may be provided pursuant to a license agreement between Galileo (or a Galileo Group Company) and a third party licensor (each a “ Third Party Licensor ”). The Third Party Licensor may require Galileo to agree and comply with terms and conditions that may not already be reflected in this Agreement. While Galileo (or other Galileo Group Companies, as applicable) will always use its commercially

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reasonable efforts to negotiate terms with its Third Party Licensors which are consistent in all material respects with those already contained in this Agreement, it may from time to time be necessary for Galileo to pass on such additional terms and conditions to its customers. In such event Galileo may require that Subscriber agree to terms and conditions of use in addition to those set out herein before Subscriber and the applicable Orbitz Worldwide Agencies are permitted access to such Software, such consent not to be unreasonably withheld.

I.                  Capacity Planning . Subscriber shall provide commercially reasonable prior written notice to its applicable Galileo Account Manager of any event that may have an impact on the Transaction Allowance(s) or number of Transactions accessing the Travelport GDSs, including, but not limited to, new code or changes to existing code launched by Subscriber, Subscriber’s entrance into new markets, or Subscriber’s advertising/marketing campaigns. Notwithstanding the preceding, within ninety (90) days of the Worldspan Closing date, the Parties shall mutually agree on a process and procedures regarding capacity planning that are to be in place for the remaining Term of the Agreement. Both Parties agree to work together to help ensure that Subscriber’s code operates with the Travelport GDSs in the most efficient way possible. The Parties acknowledge and agree that this Section 2.I is not intended to materially modify the manner in which Subscriber connects to and receives the Travelport GDS Services as of the Contract Effective Date.

J.                 Orbitz Booking Engines . With respect to the booking engine(s) and any other component of, or used by, Subscriber’s websites that directly interface with a Travelport GDS, Subscriber will use reasonable business efforts to ensure that (i) the component’s interface to the Travelport GDSs results in a reasonably efficient use of the Systems, as periodically confirmed by Galileo’s audit, (ii) any software included in the component meets commercially reasonable standards for stability, acceptability, documentation and integrity and has been sufficiently stress tested to ensure that it will meet anticipated volume requirements, and (iii) any hardware used by the component meets Galileo’s reasonable requirements for compatibility. The Parties acknowledge and agree that this Section 2.J is not intended to materially modify the manner in which Subscriber connects to and receives the Travelport GDS Services as of the Contract Effective Date..

3.                PRODUCT-SPECIFIC PROVISIONS

The following provisions shall apply when Subscriber elects to license the product specified or operate in the manner specified.

A.            If Subscriber elects to access the Travelport GDSs via its own Internet communications method such as DSL, dial-up phone line, ISDN or cable access (“ User Access ”), Subscriber shall be responsible for obtaining, installing, supporting, and maintaining all components of the User Access and for paying all charges of the relevant communications providers. In order to minimize unauthorized access to the Travelport GDSs and the data contained therein, Galileo recommends that Subscriber establish a firewall. Galileo shall have no responsibility whatsoever with respect to the User Access, including, but not limited to, the performance or reliability of the User Access.

B.              If Subscriber elects to install and use its own local area network operating environment (“ LAN ”) to access the Travelport GDSs: (a) Subscriber may copy the applicable Software for its internal use only, subject to Section 2.B above; (b) the number of Subscriber’s users who may concurrently access the Travelport GDSs at a Location shall be equal to the number of global terminal identifiers (“GTIDs”) licensed by Subscriber from Galileo for that Location; and (c) Subscriber shall be responsible for obtaining, implementing, installing, supporting, and maintaining the LAN, the LAN operating system, the workstation operating system, and all hardware and other software required to utilize the Travelport GDSs, but which is not provided by a Galileo Group Company or an NDC, and for all expenses related thereto. Galileo will continue to provide Subscriber with GTIDSs reasonably required to support access to the Services at no additional charge. Galileo will not unreasonably withhold any additional GTIDs requested by Subscriber where the request is to support a reasonable business purpose of Subscriber, such as disaster recovery.

C.              Galileo will license to Subscriber Selective Access and, if desired, Global Access, whereby Subscriber or an Orbitz Worldwide Agency may authorize another Galileo subscriber to access the client records entered into the Travelport GDSs by them; provided, however, Galileo shall have no responsibility or liability whatsoever with respect to such authorization or access.

D.             If Subscriber elects to allow its Authorized Users to access the Travelport GDSs from a remote location (“Remote Users”) via User Access, then in addition to the terms set forth in Section 3.A above, the following shall apply:

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(i)                                      Subscriber must ensure that each Remote User secures the appropriate hardware and software necessary to access the Travelport GDS in accordance with the relevant Documentation;

(ii)                                   unless otherwise agreed in writing with Galileo, Subscriber shall be responsible for: (i) installing the applicable Software; (ii) training each of its Remote Users; (iii) ensuring that all Remote Users have adequate expertise in all areas of the Travelport GDSs; and (iv) obtaining, installing and configuring its selected browsing and e-mail packages;

(iii)                                Galileo will not provide Remote Users with any training or support; and

(iv)                               Galileo reserves the right to discontinue Remote Users’ access to the Travelport GDSs upon 30 days’ prior written notice to Subscriber if Subscriber fails to meet any of the obligations under this Section 3.D.

4.                CHARGES/PAYMENTS

A.            Subscriber shall pay all undisputed invoices within 30 days of receipt of invoice or reconciliation statement. The charges payable under this Agreement are set forth within this Section 4 or on the attachments hereto. All charges for Services are subject to change upon 30 days prior written notice to Subscriber; provided that Galileo may not charge for Services that are expressly waived under this Agreement. However, any increases of existing charges for Services will not exceed 10% per calendar year. Galileo will provide to Subscriber at no additional charge Help Desk services that are provided to Subscriber as of the Contract Effective Date regarding Galileo Services and as of the Worldspan Services Effective Date regarding Worldspan Services at the level that is standard for Galileo’s subscriber base from time to time in each country. For the avoidance of any doubt, except to the extent otherwise mutually agreed, Galileo will not be responsible for providing any Help Desk support with respect to any hardware, software, product or service that is not provided by Galileo under this Agreement. Subscriber will reimburse Galileo for (i) all taxes (excluding taxes measured by Galileo’s net income) and other governmental assessments incurred in the provision of Services by Galileo, and (ii) any costs incurred by Galileo to collect amounts due under this Agreement. Past due balances will accrue interest at the rate of 1½% per month compounded or the maximum rate permitted by law, whichever is less.

B.              Either Party will pay any taxes, duty, levy or impost to be withheld or deducted in respect of any amount due to the other Party to the extent where it is required to perform such a withholding or deduction under applicable tax law.

C.              If either Party is required by law to make any tax deduction or withholding in relation to any payment under this Agreement, it shall:

(i)                                      take all commercially reasonable measures that may be necessary to enable or assist the Party to whom the payment is due to claim exemption from the deduction or withholding or, if that is not possible, a credit for it under any applicable double taxation or similar agreement from time to time in force; and

(ii)                                   from time to time give, upon request, the Party to whom the payment is due, proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld.

D.             If the Party making the payment has failed to fulfill its obligations under Section 4.C above, it shall increase the amount of its payment to the beneficiary by such an amount as to enable the beneficiary to receive the sums it would have received had no such deduction or withholding been required.

E.               All dollar amounts expressed herein are stated in United States Dollars, unless otherwise noted. Unless otherwise mutually agreed, all payments under this Agreement shall be made in United States Dollars. For the avoidance of any doubt, the Parties acknowledge and agree that regarding all payments made by Galileo to Subscriber under this Agreement, those with respect to business in North America shall be paid by GILLC and those with respect to business in Europe and RoW shall be paid by GNBV.

F.               The Parties agree that in the ordinary course of business, any undisputed charges owed by Subscriber to Galileo will be netted off against any amounts owed by Galileo to Subscriber under this Agreement. For the avoidance of any doubt, the right of offset referred to in this Section 4.F is just in connection with payments; it does not affect each Party’s obligation to issue invoices for the amounts being offset.

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G.              Within 90 days of the Contract Effective Date for the Galileo Services, and within 90 days of the Worldspan Services Effective Date for the Worldspan Services, the Parties agree to negotiate and mutually agree to an acceptable monthly Transaction Allowance and Transaction Fee (as defined below) for the respective Travelport GDSs. Subscriber acknowledges that by exceeding the Transaction Allowance, this results in a legitimate cost to Galileo, and agrees to pay to Galileo a fair and commercially reasonable fee for each Transaction made in excess of the Transaction Allowance (“ Transaction Fee ”). In establishing the Transaction Fee, the Parties shall consider, among other factors, (i) any similar fee Galileo charges to other online travel agencies having similar Segment volume production, (ii) industry averages for look to book ratios for online travel agencies having similar Segment volume productions, (iii) the capacity of Galileo’s hardware to handle the excessive Transactions; and (iv) the cost to Galileo of handling the excessive Transactions, and the Parties shall establish (y) a Transaction Allowance for the Galileo Services for each region where Galileo Services are then-currently provided (i.e., North America, Europe and/ or RoW) that is substantially similar to the average monthly number of Transactions per Segment for each region for the 6 months prior to the Contract Effective Date, and (z) a Transaction Allowance for the Worldspan Services for each region where Worldspan Services are then-currently provided that is substantially similar to the average monthly number of Transactions per segment (as defined in the Orbitz – Worldspan Agreement) for the Worldspan CRS for each region for the 6 months prior to the Worldspan Services Effective Date. If the Parties are unable to agree on a Transaction Allowance and an amount for the Transaction Fee, then the decision regarding such terms shall be resolved by arbitration pursuant to Section 13. The Parties agree to negotiate and mutually agree on a monthly Transaction Allowance and Transaction Fee for each of the Galileo and Worldspan Services within 90 days of Galileo’s commencement of providing Galileo or Worldspan Services in a region for which such an allowance and fee was not previously established as set forth above in this Section 4.G.

5.                SEGMENT INCENTIVES/COMMITMENTS

A.            Galileo agrees to pay Subscriber Segment Incentive payments as specified below:

(i)                                      For each Segment made by the Orbitz Worldwide Agencies during the Term of this Agreement Galileo shall provide to Subscriber a Segment Incentive in an amount and pursuant to the terms and conditions set forth in this Section 5, the Custom Terms and Conditions Attachments attached hereto, or as provided in Section 2.G above.

(ii)                                   If during the Term a new air Vendor commences participation in the Travelport GDSs at less than the full service level, or an existing full service air Vendor changes its participation level in the Travelport GDSs to below the full service level, the Parties shall mutually agree on the applicable Segment Incentive payment and other related terms for access to the air Vendor’s Content if the following terms and conditions apply: (a) for an air Vendor that changes its participation from full service level to below full service level, the total Segments made by Subscriber for such air Vendor during the twelve months immediately preceding such air Vendor’s participation level change must represent more than (***) percent (***%) of Subscriber’s total segments made during the same time period, or (b) for an air Vendor that commences participation in the Travelport GDSs at less than full service level, (***) percent (***%) of such air Vendor’s total passengers boarded (as identified through public industry sources) for that air Vendor’s primary geographic region during the twelve months immediately preceding the air Vendor’s participation commencement date must represent more than (***) percent (***%) of Subscriber’s total segments made in the applicable geographic region during the same time period. If the Parties are unable to agree on the applicable Segment Incentive payments and other related terms, then the decision regarding such Segment Incentive payments and other related terms shall be resolved by arbitration pursuant to Section 13. For the avoidance of any doubt, if the above terms and conditions are not met with respect to an air Vendor commencing participation in the Travelport GDSs at less than full service level or a full service air Vendor changing its participation level in the Travelport GDSs to below full service level, then the Segment Incentive and other related terms that will apply to Subscriber for access to such air Vendor’s Content shall be the Segment Incentive rate and other related terms that apply to Galileo’s subscriber base for that air Vendor, unless otherwise mutually agreed.

B.              Subject to the exceptions specified in Section 5.C below, Subscriber agrees to use the Travelport GDSs as specified below:

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(i)                                      North America . Each Orbitz Domestic Agency shall use a Travelport GDS exclusively to make all of its air and car segments. If an Orbitz Domestic Agency elects to use a GDS for hotel segments, it shall use a Travelport GDS exclusively, subject to the exceptions specified in Section 5.C below. For purposes of this Section 5(B)(i), the term “GDS” shall mean the Apollo, Galileo, Worldspan, Sabre, Amadeus, Abacas, Axess, Infini, Topas and TravelSky systems and any successor systems thereof. If the Worldspan Closing occurs on or before December 31, 2007, during the 2007 Contract Year Subscriber agrees to make a minimum of either (a) (***) Segments or (b) the total number of Segments made by the Orbitz Domestic Agencies through the Travelport GDSs during the 2007 Contract Year (including all segments made by Orbitz, LLC through the Worldspan CRS during 2007 prior to the Worldspan Closing date), whichever is greater (“ Domestic Annual Minimum ”). Of the Domestic Annual Minimum, (***) Segments shall be made by Orbitz, LLC through the Worldspan Services (the “ Domestic Worldspan Services Minimum ”), and the remainder of the Segments shall be made by the Orbitz Domestic Agencies using Galileo Services, adjusted at the beginning of each subsequent Contract Year as set forth below (the “ Domestic Galileo Services Minimum ”). Segments above 16,000,000 in a Contract Year booked by Orbitz, LLC on the Worldspan Services shall be credited toward satisfying Subscriber’s Domestic Galileo Services Minimum. The Domestic Galileo Services Minimum shall be adjusted (up or down, as applicable) at the beginning of the 2008 and each subsequent Contract Year by the difference between the Domestic Galileo Services Minimum in effect for the prior Contract Year and the total number of Segments made by the Orbitz Domestic Agencies using Galileo Services during the prior Contract Year. In the event that the Worldspan Closing does not occur, then the Domestic Annual Minimum shall be either (a) (***) Segments or (b) the total number of Segments made by the Orbitz Domestic Agencies through the Galileo Services during the 2007 calendar year, whichever is greater, and adjusted as specified in the preceding sentence at the beginning of the 2008 and each subsequent Contract Year. For the avoidance of any doubt, the Parties acknowledge and agree that any such adjustments to the Domestic Galileo Services Minimum shall only be made when there has been an increase or decrease in the total volume of Segments made through the Galileo Services by Subscriber’s customers. In no event shall any such adjustments be made to the Domestic Galileo Services Minimum where the change results from the movement or migration of Segments between the Travelport GDSs. Further, for the avoidance of any doubt, for purposes of calculating any adjustment to the Domestic Galileo Services Minimum and any Shortfall Fees due under the Custom Terms and Conditions Attachment (Galileo Services) for North America, any Segments made through the Cheaptickets website will be treated as Segments made via the Galileo Services, regardless of whether those Segments were migrated to the Worldspan Services. Subscriber acknowledges and agrees that the Domestic Annual Minimum shall apply regardless of whether one of the exceptions specified in Section 5.C below applies.

(ii)                                   Europe . Subscriber’s Orbitz International Agencies currently use Galileo Services for websites in the following countries: United Kingdom, Ireland, Spain, Belgium and the Netherlands (“Orbitz International Galileo Agencies”). Subject to Sections 5.D and 5.E below, during the Term of this Agreement, Subscriber shall cause the Orbitz International Galileo Agencies to use the Travelport GDSs exclusively for those segments made by them through GDSs in Europe (“ European Annual Target ”). Notwithstanding the previous sentence, until the Parties’ agreement on a Service Level Agreement pursuant to Section 19 (or issuance of a binding decision concerning a Service Level Agreement pursuant to Section 13), the Orbitz International Galileo Agencies may use a non-Travelport GDS solely, and only to the extent necessary, to “fail over” segments if the Travelport GDSs are unavailable to book segments (excluding scheduled outages) and only during the continuation of any such System downtime or unavailability. For any countries in Europe where Subscriber does not operate or have a website as of the Contract Effective Date, to the extent that Subscriber commences operations or establishes a website in such a country (a “ New European Country ”) during the Term, Subscriber will cause 100% of the segments made in such New European Country to be made through a Travelport GDS, unless Subscriber can reasonably demonstrate a material commercial harm or potential material commercial harm that it cannot do so. The Parties agree to use good faith, commercially reasonable efforts to work together to make and maintain the Galileo Services in Europe competitive with other non-Travelport GDSs. For countries in Europe where as of the Contract Effective Date Subscriber only uses a non-Travelport GDS, the Parties agree that they will use good faith, commercially reasonable efforts to work together to resolve all mutually identified material deficiencies in the Travelport GDSs. Subscriber agrees that it will migrate all segments made in such countries through a GDS to a Travelport GDS as soon as reasonably practicable as Galileo resolves such deficiencies. On a quarterly basis, Subscriber will provide to Galileo a report certified by an officer of Subscriber stating the

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total number of segments made by Subscriber in Europe during the quarter, broken down by total Direct Connect segments, Galileo Segments, and segments made through any other GDS or other source.

(iii)                                RoW . Subscriber agrees that the Orbitz International Agencies located in RoW shall use the Travelport GDSs exclusively for GDS services in such region to the extent that Galileo can provide such services on terms and conditions commercially reasonable for the applicable region or country. In the event Galileo and Subscriber cannot agree on commercially reasonable terms for such services and an Orbitz International Agency desires to use a non-Travelport GDS, then Galileo shall have the right of first refusal to provide such Orbitz International Agency(ies) GDS services on substantially similar terms and conditions as those offered by the non-Travelport GDS.

C.              Subscriber’s obligations to use the Travelport GDSs as specified above in Section 5.B shall be subject to the following exceptions:

(i)                                      its obligations existing as of the Contract Effective Date, including, but not limited to, its obligations under its Supplier Link Agreements and the Orbitz – Worldspan Agreement, for so long as it exists; provided that all such existing obligations are not expanded or renewed, unless the other party to any such agreements has a unilateral right to renew the particular agreement, and in instances where existing obligations continue indefinitely, such existing obligations are terminated as soon as commercially practicable;

(ii)                                   where the Travelport GDSs do not have material Content, but subject to the terms of Sections 6.C and 18; and

(iii)                                where, with respect to a specific Vendor, a material economic difference in the net compensation per segment to be received by Subscriber exists between a Travelport GDS and establishing a Direct Connection to the Vendor; provided, however, in each such instance the Parties shall first negotiate in good faith an economic apportionment that is fair and commercially reasonable for both parties, and provided further, if the Parties are unable to agree on such an apportionment, then the decision regarding such apportionment shall be resolved by arbitration pursuant to Section 13.

In each instance where at least one of the above-specified exceptions applies, then Subscriber may use the Direct Connection with the particular Vendor, provided that Subscriber has not initiated the discussions with the Vendor (except as otherwise agreed with Galileo) and Galileo will have the right of first refusal to provide Subscriber with GDS services on substantially similar terms and conditions as offered by the particular Vendor for the Direct Connection. In instances where Subscriber has established a Direct Connection with a vendor because the Travelport GDSs did not have material Content and Galileo subsequently obtains such material Content, then Subscriber agrees to use commercially reasonable efforts, subject to existing contractual commitments, to make the bookings for such Content in the Travelport GDSs. Additionally, when negotiating with vendors for any such Direct Connections Subscriber agrees to use commercially reasonable efforts to maintain flexibility when negotiating the term of the Direct Connect agreement and any segment volume commitment to redirect segments for the Content to Galileo during the Term of this Agreement. For the avoidance of any doubt, Subscriber agrees that it will not directly or indirectly access a Travelport GDS in connection with any segments made via Direct Connections without payment to Galileo of applicable Transaction Fees pursuant to Section 4.G. Further, the parties agree that Subscriber’s use of a Travelport GDS for a non-Direct Connect Vendor that is displayed in the same matrix display as a Direct Connect Vendor accessing a Travelport GDS (provided that Subscriber pays the applicable Transaction Fee for the Direct Connect Vendor accessing a Travelport GDS) will not result in the imposition of a Transaction Fee to Subscriber for the non-Direct Connect Vendor merely because the non-Direct Connect Vendor is displayed in the same matrix display as the Direct Connect Vendor. The previous sentence is not intended to modify any Transaction Fees otherwise applicable to the non-Direct Connect Vendor by reason of such non-Direct Connect Vendor’s accessing a Travelport GDS.

D.             Subscriber agrees that if, during the term of this Agreement, Subscriber acquires another entity or another online travel website, Subscriber will use commercially reasonable efforts to migrate all of the acquired company’s or acquired online travel website’s segments to a Travelport GDS consistent with Section 5.B hereof, subject to the acquired entity’s or acquired online travel website’s existing exclusivity or minimum segment obligations.

E.               Subscriber agrees that if, during the term of this Agreement, Subscriber sells, transfers or otherwise divests an Orbitz entity or Orbitz Worldwide Agency(ies) (each a “ Divested Entity ”) or online travel website (“ Divested

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Website ”), Subscriber will cause the Divested Entity or Divested Website to enter into an agreement with Galileo on the same date such entity, agency or website is divested, with the terms and conditions of that agreement to replicate the provisions of this Agreement (including, without limitation, all economic provisions) for the Divested Entity and/or Divested Website. If part of Subscriber’s Domestic Annual Minimum or European Annual Target has been allocated to an Orbitz entity or an Orbitz Worldwide Agency(ies) or online travel website that will be sold, transferred or otherwise divested, the Domestic Annual Minimum or European Annual Target, as applicable, will be reduced accordingly once such Orbitz entity, Orbitz Worldwide Agency(ies) or online travel website becomes either a Divested Entity or Divested Website; provided that the agreement referenced in the immediately preceding sentence has been executed by the Divested Entity or Divested Website and Galileo. The Parties agree that if the particular sale of Travelbag Ltd. pending as of the Contract Effective Date closes, Subscriber is not required to cause Travelbag to enter into a separate agreement with Galileo pursuant to this Section 5.E. Subscriber’s obligations under Section 5.B(ii) with respect to Travelbag shall cease as of the closing date for any such sale or divestiture of Travelbag.

6.                CONTENT

A.            Subject to the terms and conditions specified in this Agreement, Galileo will provide to the Orbitz Worldwide Agencies access to all publicly available fares and applicable negotiated non-public fares for air, hotel and car provided to Galileo by the Vendors participating in the Travelport GDSs (as applicable) in accordance with the terms and conditions agreed between Galileo and the Vendors.

B.              Subscriber agrees to use commercially reasonable efforts to use the Travelport GDSs for non-air/car/hotel Content provided in the Travelport GDSs.

C.              Loss of Content . In the event that one or more air Vendors that participates in a Travelport GDS withdraws all or a portion of its Content from such Travelport GDS, and the loss of such Content is the proximate cause of Subscriber failing to achieve the Domestic Annual Minimum in a particular Contract Year, then Galileo agrees not to charge Subscriber any Shortfall Fees (as set forth in the Custom Services Terms and Conditions Attachment (Galileo Services) – North America) for that Contract Year, provided that the loss of such Content was not caused directly or indirectly by any action or inaction of Subscriber. The Parties agree that this Section 6.C does not apply to situations where Content is lost to all distribution channels (including all distribution channels owned and operated by the particular air Vendor), including, but not limited to, instances where an air Vendor goes out of business or drops service in a particular market.

D.             Galileo agrees that no Orbitz Domestic Agencies using Worldspan Services shall be charged any Content access fees for the following air Vendors: American, Continental, Delta, Northwest, United, US Airways (collectively, “PFS2 Vendors”) and Alaska, provided that Subscriber does not opt in (such opt-in decision to be in Subscriber’s sole discretion) to any optional programs regarding the provision of Content that are offered by Galileo in connection with Worldspan Services. Subscriber may not participate in any such optional programs without Galileo’s prior written consent, which consent may require the Parties renegotiating the applicable Segment Incentive payment for such Content. As to non-PFS2 Vendors in connection with Worldspan Services, non-CCP participating Vendors that pay Galileo no Participation Fee (or only a nominal Participation Fee), and Orbitz International Agencies using Galileo Services, in consideration for Galileo procuring or retaining Content from Vendors who participate in the Travelport GDSs, Subscriber recognizes and acknowledges that Galileo may in return negotiate a reduction in the Participation Fees due (or Galileo receives no Participation Fee or only a nominal Participation Fee) from those Vendors during the Term of this Agreement, and, as such, may necessitate Galileo implementing a charge to access such Content. The Parties agree that any such charge will be based on market.

7.                REPRESENTATIONS AND WARRANTIES

A.            Galileo represents and warrants that: (i) it is the owner or authorized licensee of the Software and Hardware; (ii) it has the right to provide the Services to Subscriber; (iii) the Galileo Services and Worldspan Services shall meet or exceed the Service Levels as set forth in a mutually agreed (or as determined by arbitration pursuant to Section 13) Service Level Agreement under Section 19, and (iv) the Galileo Services and Worldspan Services will be provided in a good and workmanlike manner. This warranty shall be null and void if Subscriber (a) fails to use the Services in accordance with the Documentation or this Agreement; (b) fails to use required Updates; or (c) makes any unauthorized change to the Services.

 

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