Exhibit
10.5


 


EQUIPMENT, SERVICES AND USE AGREEMENT


 


                                THIS
EQUIPMENT, SERVICES AND USE AGREEMENT (this “Agreement”), is made as of [__________]
___, 2007, by and between the parties set forth on Exhibit B as landlord
(“Landlord”) and tenant (“Tenant”), each having its respective
principal office as set on Exhibit B.


 


RECITALS:


 


                A.            Whereas the parties desire, by this
Agreement, to permit Tenant to use and occupy a certain area (individually and collectively,
the “Office Space” as the context requires) at one or more premises (the
“Premises”) being substantially the space used by Tenant immediately
prior to the date of this Agreement, located in the Premises as more
particularly set forth on Exhibit A, which Premises are leased by Landlord
pursuant to certain leases (each individually a “Lease” and
collectively, the “Leases”).


 


                B.            WHEREAS Landlord has agreed to make
available certain equipment and supplies and provide certain office services currently
provided at such Premises (the “Equipment and Services”) to Tenant and Tenant
has agreed to pay for its pro rata share of such Equipment and Services;


 


                C.            WHEREAS Exhibit B sets forth
certain terms for the use and occupancy of the Office Space and the types of Equipment
and Services being provided by Landlord;


 


                D.            NOW THEREFORE, in consideration of
the mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby covenant and agree as follows:


 


1.             Agreement. 
Subject to the terms, covenants and conditions set forth in this Agreement,
Landlord hereby agrees to permit Tenant to occupy the Office Space and agrees
to provide Equipment and Services to Tenant in accordance with the terms hereof
as more particularly set forth on Exhibit B.  In the event of any contradiction or
inconsistency between any of the provisions set forth in Sections 1 through 22
of the Agreement and the provisions set forth in Exhibit B, the
provisions set forth in Exhibit B shall prevail.


 


2.             Agreement Term. 
The initial term of this Agreement shall commence on June 1, 2007 (the “Commencement
Date”) and shall end on December 31, 2007 (“Term End Date”).  If neither Tenant nor Landlord gives notice
of its intention to terminate the Agreement on the Term End Date (pursuant to
the provisions of Section 9(b)), the term shall automatically extend for
an additional one year term, which either party may terminate at any time
pursuant to the terms of Section 9(b).


 


                In the event the term of a Lease covering Office
Space at any one Premises shall sooner terminate in accordance with the
provisions thereof, the Agreement 


 

















 


term for the Office Space, Equipment and
Services at such Premises shall automatically terminate on the date of such
termination of said Lease.  Landlord
shall give Tenant reasonable prior notice of any such termination.


 


3.             Equipment, Services and Use Fees.


 


(a)           Usage Fee.  Tenant
shall pay to Landlord a fee (the “Usage Fee”) for the Office Space,
Equipment and Services, commencing on the Commencement Date and continuing for
the duration of the Agreement Term, as set forth on Exhibit B.  To the extent Exhibit B does not
specify a Usage Fee for such Office Space, the parties hereto agree to make a
good faith determination of the Usage Fee based on the ratable space occupied
at such Office Space.  Such Usage Fee
shall be payable in advance on the first day of each and every calendar month
during the Agreement term, without demand, or any set-off or deduction
whatsoever, provided, however, that simultaneously with the execution of this Agreement
by Tenant, Tenant shall pay to Landlord the first monthly installment of the Usage
Fee.


 


                                                (b)           Additional Fees.  In addition to the payment of the Usage Fee, Tenant
shall pay to Landlord as Additional Fees hereunder (the “Additional Fees”)
 its pro rata share all other charges,
fees, costs, sums, impositions and expenses (collectively, “Expenses”)
which Landlord pays or incurs pursuant to the terms of each Lease (x) for the
provision of, or in connection with, any Equipment and Services provided to the
Office Space during the Agreement Term and (y) all Expenses Landlord pays
pursuant to the terms and provisions of the Lease with respect to the Office
Space during the Agreement Term.  The Pro
Rata share shall mean, from time to time during the term of this Agreement, the
percentage of such cost equal to the fraction (expressed as a percentage)
having as its numerator the number of rentable square feet comprising the Office
Space and as its denominator the number of rentable square feet then comprising
the total rentable square feet of the premises leased by Landlord under the
terms of the applicable Lease, taking into account an appropriate adjustment
for the use of the common areas.


 


(c)           Partial Month. 
If the Agreement Term commences on a date other than the first day of a
month or terminates on a date other than the last day of a month, the Usage Fee
and any Additional Fees payable hereunder shall be prorated for such partial
month on a per diem basis.


 


(d)           Payment of Fees.


 


(i)            All payments of Additional Fees shall be paid by Tenant
to Landlord within fifteen (15) business days after Landlord’s written request
therefor (including a statement prepared by Landlord indicating Tenant’s pro rata
portion thereof to the extent applicable).


 


(ii)           All payments of the Usage Fee and Additional Fees, and any
and all other sums due to be paid to Landlord hereunder, shall be paid to 


 


 


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Landlord at its office, or such other place,
or to such agent, as Landlord shall designate by notice to Tenant, in lawful
money of the country in which the Office Space is located.


 


(e)           Tenant Taxes. 
Tenant shall pay all occupancy taxes, commercial rent taxes and all
sales taxes due in connection with the use of personal property leased hereunder,
and all other taxes, if any, imposed on this Agreement or the fees payable
hereunder (other than income taxes based upon Landlord’s receipt thereof) to Landlord,
as Additional Fees within fifteen (15) business days after it receives the
invoice.


 


(f)            Late Charges. 
If Tenant shall fail to make any payment within sixty (60) business days
of the date invoiced in accordance with the terms set forth in Exhibit B,
Tenant shall pay to Landlord, in addition to such Usage Fee or Additional Fees,
as the case may be, as a late charge and as Additional Fees, a sum equal to
interest at the rate of 10% on the amount unpaid, computed from the date such
payment was due to and including the date of payment.


 


(g)           Tenant agrees that it shall neither do nor permit anything
to be done with respect to the Office Space which would constitute a default or
a breach of any of the terms or conditions under the Lease.  Except as provided herein, Tenant shall
indemnify and hold Landlord harmless from and against all costs, claims,
damages or expenses of any kind whatsoever (including but not limited to
reasonable attorneys’ fees and related legal expenses) resulting from any
breach or default by Tenant of Tenant’s obligations hereunder or otherwise
resulting from Tenant’s use, occupancy or operation of the Office Space or
occasioned wholly or in part by any negligent or intentional act or omission of
Tenant, and Tenant’s agents, contractors or employees.


 


4.             Modification to Certain Terms. Landlord and Tenant
may only modify the terms of Exhibit B by written agreement of both
parties. Any such modifications remain subject to the terms of the Lease.


 


5.             Taxes.  Tenant
shall pay all taxes levied and assessed against property belonging to Tenant
and located upon the Office Space and the conduct of Tenant’s business therein.


 


6.             Tenant’s Insurance.


 


(a)           Insurance Coverages.  Tenant shall obtain, at Tenant’s sole cost
and expense, and maintain during the Agreement Term with respect to the Office
Space the insurance coverages required by Landlord in accordance with the requirements
under each Lease, as may be specified from time to time by Landlord to Tenant, provided,
at all times Tenant shall maintain a minimum General Liability insurance policy
of $5,000,000 per occurrence and an All Risk Property insurance policy for the
full replacement value of such Office Space and its equipment.  Upon request by Landlord, Tenant shall
provide certificates evidencing such insurance coverage and fully paid receipts.  Landlord and the landlord under the Lease
(the “Superior Landlord”) shall be included as additional insureds on
all liability insurance policies Tenant is required to 


 


 


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maintain hereunder.  Tenant shall be responsible for any loss in
which coverage is denied due to Tenant’s acts or omissions.  The policies shall provide that the insurance
carrier will endeavor to provide thirty (30) days’ prior written notice to
Landlord by certified mail, return receipt requested if the coverage shall be
reduced, cancelled, materially amended or allowed to lapse with respect to Landlord,
the Superior Landlord or any mortgagee. 
Such notice shall contain the policy number and the names of the insured
and additional insureds.  Tenant hereby waives
all rights of subrogation to the Landlord and to the Superior Landlord.


 


7.             Termination of Lease.  In the event the Lease is terminated for any
reason, the Agreement shall terminate automatically with respect to the
applicable Office Space and neither Landlord nor Tenant shall have any further
obligations or liability to the other company except that Tenant shall be
obligated to pay all accrued Usage Fees, Additional Rent and any other monies
and fees due hereunder.


 


8.             Assignment and Subletting.  Tenant shall not assign this Agreement in
whole or in part, nor sublet or permit any other person or entity to occupy any
part or all of any Office Space without the prior written consent of Landlord, provided,
however, that no such assignment or sublease shall be permitted in
violation of the terms of the Lease . Tenant acknowledges and agrees that its
rights under this Agreement are personal to Tenant and cannot be transferred.


 


9.             Surrender of Office Space; Early Termination;
Holdover.


 


(a)           Surrender.  Tenant
covenants that Tenant shall vacate and surrender possession of the Office Space
to Landlord at the expiration of the Agreement Term, or at any earlier
termination thereof.  Upon expiration or
earlier termination of this Agreement, Tenant shall remove all of Tenant’s
movable equipment and personal property from such Office Space and repair all
damage caused thereby and any of Tenant’s movable equipment and personal
property remaining in such Office Space after the expiration or earlier
termination of this Agreement with respect to such Office Space shall be
removed, at Landlord’s option, by Landlord at Tenant’s cost and expense.


 


(b)           Termination Rights. 
Each party shall have the right to terminate the Agreement effective on
or after December 31, 2007 on ninety (90) days prior written notice to the
other party.  Tenant shall be responsible
for all payments of the Usage Fee and Additional Fees and any and all other
payments with respect to such Office Space pursuant to this Agreement due and
payable by Tenant prior to the end of the Agreement term.


 


(c)           Holdover.  In
the event that Tenant shall fail to vacate the Office Space upon the expiration
or other termination of such Office Space as required above, Tenant shall promptly
pay to Landlord, upon written demand therefor, an amount equal to the greater
of (i) a monthly fee of 150% of the Usage Fee and 100% of the Additional Fees
payable during the last month of the Term and (ii) any amount owing to the Superior
Landlord as a direct or indirect result of such holding over (the “Holdover 


 


 


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Amount”), for the
period that Tenant remains in the Office Space following the expiration or
other termination of the Agreement.  In
view of the difficulty of accurately ascertaining the loss or damage Landlord
shall suffer by reason of Tenant’s failure to so vacate and surrender
possession of such Office Space upon the expiration or other termination of the
Agreement, the Holdover Amount shall be deemed to be Landlord’s liquidated
damages suffered thereby and shall not be deemed to be a penalty.  In no event shall the payment of the Holdover
Amount by Tenant be deemed or construed to extend the term of the Agreement.  Tenant shall defend, indemnify and hold
harmless the Landlord from and against any and all cost, damage, liability and
expense (including reasonable attorney’s fees and disbursements and
consequential damages) that may be incurred by the Landlord as a result of Tenant’s
failure to timely vacate the Office Space upon the expiration or other
termination of this Agreement.  The
provisions of this Section 9 shall survive the expiration or other
termination of this Agreement.


 


10.           Default; Remedies.


 


(a)           Event of Default. 
The occurrence of any one of the following events shall constitute an “Event
of Default” hereunder:


 


(i)            if Tenant shall default in the payment when due of any
installment of the Usage Fee or Additional Fees or any other sum of money due
hereunder and any such default shall continue for a period of thirty (30) days
after receipt of notice by Landlord to Tenant that such Usage Fee or Additional
Fees or other sum of money is due; or


 


(ii)           if Tenant shall default in the observance or performance
of any other term, covenant or condition of this Agreement on Tenant’s part to
be observed or performed (other than the payment of the Usage Fee or Additional
Fees) and Tenant shall fail to remedy such default as soon as practicable and
in any event by no later than the earlier to occur of (x) a date which is
within thirty (30) days after receipt of notice by Landlord to Tenant of such
default, or if such default is of such a nature that it cannot be completely
remedied within said period of thirty (30) days and Tenant shall not commence
within said period of thirty (30) days, or shall not thereafter diligently
prosecute to completion, all steps necessary to remedy such default, and (y)
provided Landlord has given Tenant a copy of such notice of default from Superior
Landlord, the date which is ten (10) days prior the date upon which Superior
Landlord can declare an Event of Default under the Lease as a result of the
occurrence giving rise to the applicable default hereunder; or


 


(iii)          if any event shall occur or any contingency shall arise
whereby Tenant’s interest in this Agreement would, by operation of law or
otherwise, desolve upon or pass to any person, except as expressly permitted
under Section 9 hereof; or


 


(iv)          if Tenant shall commence or institute any case, proceeding
or other action (i) seeking relief on its behalf as debtor, or to adjudicate it
a 


 


 


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bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, or (ii) seeking appointment of
a receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its property; or


 


(v)  if Tenant shall make a general assignment for
the benefit of creditors; or


 


(vi)  if any case, proceeding or other action shall
be commenced or instituted against Tenant (A) seeking to have an order for
relief entered against it as debtor or to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, or (B) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its property,
which either (i) results in any such entry of an order for relief, adjudication
of bankruptcy or insolvency or such an appointment or the issuance or entry of
any other order having a similar effect or (ii) remains undismissed for a period
of ninety (90) days; or


 


(vii)  if any case, proceeding or other action shall
be commenced or instituted against Tenant seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its property which results in the entry of an order for any
such relief affecting the Office Space which shall not have been vacated,
discharged, or stayed or bonded pending appeal within ninety (90) days from the
entry thereof; or


 


(viii)        if a trustee, receiver or other
custodian is appointed for any substantial part of the assets of Tenant which
appointment is not vacated or effectively stayed within seven (7) business days;
or


 


(ix)           any default under the Lease, including a change in control
of the Tenant in violation of the terms of the Lease.


 


(b)           Remedies.  If
an Event of Default shall occur and Landlord, at any time thereafter, at its
option, gives written notice (such notice being a “Termination Notice”)
to Tenant stating that this Agreement, shall expire and terminate on the date
specified in such notice (such date being a “Termination Date”), which
date shall not be less than thirty (30) days after the giving of such notice, provided
however, that with respect to clause (a)(ix) above, the
Termination Date shall be at Landlord’s election, then this Agreement shall
expire and terminate on such Termination Date and Tenant immediately shall quit
and surrender the Office Space.


 


 


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(c)           Attorneys’ Fees. 
In the event of any dispute hereunder, the prevailing party in any
litigation shall be entitled to recover from the nonprevailing party the
reasonable attorneys’ fees and related legal expenses incurred by the
prevailing party to enforce the provisions of this Agreement.


 


(d)           Waiver of Trial by Jury.  Insofar as permitted by law, Landlord and Tenant
hereby expressly waive the right to trial by jury in any action or proceeding
or counterclaim between the parties hereto, or their successors or permitted
assigns, arising out of or in any way connected with this Agreement or any of
its provisions, the use or occupancy of the Office Space, and/or claim of
injury or damage.


 


(e)           Landlord’s Event of Default.              In the event Landlord receives notice of a default
under the Lease, it shall promptly send notice to Tenant.


 


(f)           Parent Company. 
The parties to this Agreement acknowledge that each has a parent company
(“Parent”) as more fully set forth on Exhibit B.  The parties will endeavor to have each
respective Parent sign this Agreement and the Parent shall acknowledge its consent
to all the terms herewith.  By signing
this Agreement, the Parent agrees to be bound to all the terms of this
Agreement, including but not limited to, the payment and performance
obligations of its subsidiary,  and the Parent shall be bound as if it is a
party to this Agreement.  This clause shall
survive any bankruptcy or similar proceeding which would otherwise excuse the
Landlord or Tenant, as the case may be, under this Agreement.


 


11.           Damage or Destruction.  In the event of damage or destruction of any Office
Space, with respect to such Office Space, this Agreement shall terminate if the
Lease is terminated as a result thereof, and the Usage Fee payable hereunder
shall abate to the extent that the rent due from Landlord to Superior Landlord
with respect to the Office Space abates as a result thereof.


 


12.           Eminent Domain. 
If all or any material part of any Office Space shall be acquired or
condemned for any public or quasi-public use or purpose for a period in excess
of ninety (90) days, with respect to such Office Space, this Agreement shall
end as of the date of the vesting of title with the same effect as if said date
were the Expiration Date.  In the event
of any such acquisition or condemnation of all or any part of the Office Space,
Landlord, and Tenant shall each be entitled to make any claims against the
condemning authority permitted to be made under the Lease for their respective
interest in such Office Space.


 


13.           Quiet Enjoyment. 
Provided no Event of Default exists hereunder, Landlord covenants and
agrees that Tenant shall have peaceful and quiet enjoyment of the Office Space
and the non-exclusive use of the common areas during the Agreement Term,
subject to the terms and conditions of this Agreement.


 


14.           Subordinate to Lease.  This Agreement is subject and subordinate to
the Lease and to all matters and interests to which the Lease is or shall be
subordinate.  


 


 


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All of the rights granted to Tenant hereunder
are limited to the extent that Landlord has such rights pursuant to the Lease.  This clause shall be self-operative and no
further instrument of subordination shall be required to make the interest of
any Superior Landlord, the interest of the tenant under the Lease or any
mortgagee superior to the interest of Tenant hereunder, however, Tenant shall,
at its own cost and expense, execute and deliver promptly any certificate that Landlord,
Superior Landlord or any mortgagee may reasonably request in confirmation of
such subordination.


 


15.           Consents and Approvals.


 


(a)           Generally. 
In all provisions of the Lease requiring the approval or consent of the Superior
Landlord, Tenant shall be required to obtain the approval or consent of both Superior
Landlord and Landlord and Landlord’s approval or consent, if given, shall be
conditioned on like approval or consent of Superior Landlord.  Whenever Landlord has agreed that a required
approval or consent shall not be unreasonably withheld or delayed (whether in this
Agreement or pursuant to any provision of the Lease incorporated herein) it
shall be deemed reasonable, without limitation, for Landlord to condition its
approval or consent upon Superior Landlord’s approval.  Tenant shall not deliver any notice to Superior
Landlord without having first delivered such notice to Landlord and received Landlord’s
written consent to so deliver said notice. 
Except to the extent a time period is otherwise set forth in this
Agreement, (i) the time periods provided in the Lease for the giving of notices
by Landlord (as tenant under the Lease) to Superior Landlord are hereby
decreased by three (3) days for the purpose of incorporating such time periods
into this Agreement with respect to the giving of notices by Tenant to Landlord,
and (ii) the time periods provided in the Lease for the giving of notices by Superior
Landlord to Landlord (as tenant under the Lease) are hereby increased by three
(3) days for the purpose of incorporating such time periods into this Agreement
with respect to the giving of notices by Landlord to Tenant.   Except to the extent a time period is
otherwise set forth in this Agreement, if the time period enumerated in the Lease
is three (3) days or less, the time for observance or performance hereunder
shall be reduced by one (1) day.


 


(b)           Required Consents. 
Notwithstanding anything contained in this Agreement to the contrary, if
the consent, authorization or approval of either party hereto is required for
the other party to take any action under this Agreement (a “Required Consent”),
such approval, consent or authorization shall not be unreasonably withheld,
conditioned or delayed, provided  however, the Tenant shall have
no right to request consent, authorization or approval directly from the
Superior Landlord.  Landlord shall make
all such requests to the Superior Landlord on behalf of Tenant.  Additionally, if any matter is required to be
determined by a party in exercising its discretion, judgment or opinion, then
the same will be exercised reasonably and in good-faith by the party required
to make such determination.  If a party
delivers a notice for the other party’s Required Consent, and the other party
fails to respond within the time period specifically provided by the terms of this
Agreement or, if no specific time period is so provided, within ten (10)
business days thereafter, and if the requesting party then gives a second
written request for the other party’s Required Consent and the other party
fails to respond 


 


 


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within three (3) business days thereafter,
the other party’s Required Consent shall be deemed to be given.


 


16.           Indemnification. 
Tenant, in assuming the indemnification obligation of Landlord under each
Lease as it relates to the Office Space during the Agreement term, acknowledges
and agrees that (i) Tenant’s indemnification obligation runs in favor of both Landlord
and Superior Landlord, and (ii) Tenant’s indemnification obligation extends to
any and all reasonable attorney fees incurred by Landlord and/or Superior
Landlord.


 


17.           Miscellaneous Provisions.


 


(a)           Headings. 
Headings used herein are for convenience only and shall not be construed
to limit or extend the meaning of any provision of this Agreement.


 


(b)           Severability. 
The provisions of this Agreement are severable with respect to each
Office Space independently, and, if any clause or provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity
or unenforceability shall affect only such clause or provisions or part thereof
in such jurisdiction and only such Office Space and shall not in any manner
affect such clause or provision in any other jurisdiction or any other clause
or provision of this Agreement in any jurisdiction or any other Office Space.


 


(c)           Savings Clause. 
This Agreement is not intended to be a lease nor shall it be deemed to
be a lease.  To the extent any terms or
provisions of this Agreement violate any Lease, then such invalidity or
unenforceability shall affect only such clause or provisions or part thereof
and such term or provision shall be null and void and of no force and effect,
except that the parties agree that, to the extent Equipment and Services were
provided to Tenant, Tenant agrees to fully and promptly compensate Landlord for
said Equipment and Services.


 


(d)           Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, provided, with respect to any specific Premises,
the governing law shall be the laws of the jurisdiction of such Premises, in
each case without regard to conflicts of laws principles.


 


(e)           Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and which together shall constitute one and
the same instrument.


 


(f)            Successors and Assigns.  Subject to Section 8 herein, the
provisions of this Agreement shall extend to and shall bind and inure to the
benefit of the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns.


 


 


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(g)           No Waiver. 
One or more waivers of any covenant or condition by either party hereto
shall not be construed as a waiver of a further breach of the same or other
covenant or condition, and any consent or approval shall not be deemed to waive
or render unnecessary the requirement for such consent or approval to any
subsequent similar action.


 


                                                (h)           Notices.  Any notice required or permitted under this
Agreement shall be in writing and shall be deemed to have been received (i) if
given by overnight delivery service or by personal delivery, when actually
received, or (ii) if given by certified mail, return receipt requested, postage
prepared, three (3) business days after posting with the United States Postal
Service, to the other party as set forth in Exhibit B with a copy to:


 


Travelport Inc.

400 Interpace Parkway

Building A

Parsippany, NJ 07054

Attn:  General Counsel


 


And to:


Orbitz Worldwide, Inc.

500 W. Madison Street

Suite 1000

Chicago, IL  60661

Attn:  General Counsel


 


And to:


Donvand Limited

d/b/a Gullivers Travel Associates

Gullivers House

27 Goswell Road

London EC1M, 7GT

England

Attn: Legal Department


 


                Any
party shall have the right to designate any other address for such notice by
providing written notice thereof to the other parties in accordance with the
provisions of this Section.


 


(h)           Survival. 
Notwithstanding any provision to the contrary contained in this Agreement,
the indemnification obligations of the parties hereunder shall survive the
expiration of the Agreement Term or any earlier termination of this Agreement.


 


18.           Liability.  Landlord
and Tenant shall be jointly and severally liable under the terms and conditions
of the Lease with respect to the Office Space.


 


 


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19.           Signage.  Landlord
shall have the right to install and maintain reasonable signage to identify the
Office Space.


 


20.           Parking.  Tenant
shall be allocated parking spaces as set forth in Exhibit B, if any.


 


21.           Consequential Damages.  In no event shall either party be liable for
consequential damages hereunder.


 


22.           Sydney, Australia Underlease.  The parties hereby agree to use good faith efforts
to enter into a separate written agreement with respect to the Office Space
located in Sydney Australia and more particularly described on Exhibit A
(the “Sydney Office Space”), in which one floor of the Leased premises
will be underlet to Tenant and one floor will be retained by Landlord.  Upon the effective date of such agreement,
this Agreement, with respect to the Sydney Office Space, will be terminated and
of no more force and effect.


 


 


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remainder of this page is intentionally left blank.]


 


 


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                                IN
WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be executed
on their behalf by their duly authorized representatives as of the day and year
first above written.


 


	
   

  	
  Landlord:

  
	
   

  	
   

  
	
   

  	
  [____________]

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tenant:

  
	
   

  	
   

  
	
   

  	
  [____________]

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
				



 


[Parent
Company Acknowledgement on Following Page]


 


 


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Parent Company Signature
Page:


 


The undersigned company agrees to be bound to
the terms of this Agreement as per Section 10(f).


 


	
   

  	
  Travelport
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Orbitz
  Worldwide, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Donvand
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13

















 


EXHIBIT
A


 


Lease
List


 


 


14

















EXHIBIT
B


 


Office
Space Terms


 


 


15