Exhibit 10.2


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

  




 i
 









 


	
  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

  	
   

  	
   

  




 ii
 









 


	
  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

  



 



 iii
 









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

  



 



 iv















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.













“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;



 2
 









(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).



 3
 









“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 



 4
 









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.



 5
 









“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 



 6
 









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).



 7
 









“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.



 8
 









“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 



 9
 









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.



 10
 









“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 



 11
 









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 



 12
 









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.



 13
 









(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 



 14
 









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.



 15
 









(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 



 16
 









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.



 17















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



 18
 









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 Section 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



 19
 









(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.



 20
 









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 



 21
 









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 



 22
 









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 



 23
 









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 



 24
 









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 



 25
 









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.



 26
 









(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 



 27
 









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 



 28
 









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 



 29
 









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 



 30
 









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 



 31
 









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 



 32
 









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, 



 33
 









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



 34
 









(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



 35
 









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.



 36















(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 



 37
 









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 



 38
 









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 



 39
 









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 



 40
 









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 



 41
 









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 



 42
 









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 



 43
 









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 



 44
 









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 



 45
 









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 



 46
 









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 



 47
 









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.



 49
 









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 



 50
 









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 



 51
 









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.



 52
 









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).



 53














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