Exhibit 10.4


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


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


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


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


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


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


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


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


ARTICLE I

DEFINITIONS


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


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



 
 









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


“Agreement” is defined in the preamble.


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


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


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


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


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


“Continuing Affiliated Group” is defined in the
preamble.


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


“Deconsolidation Transaction” is defined in the
preamble.


“Dispute” is defined in Section 6.1.


“Dispute Date” is defined in Section 6.1.


“IPO” is defined in the preamble.


“OWW” is defined in the preamble.


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


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


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



 
 









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


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


“Restructuring Transactions” is defined in the
preamble.


“Restructuring Taxes” is defined in Section 3.4.


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


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


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


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


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


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


“Travelport” is defined in the preamble.


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



 
 









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


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


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


ARTICLE II

PREPARATION AND FILING OF TAX RETURNS; PAYMENT OF TAXES


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


Section 2.2             OWW Tax Returns.


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


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


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


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



 
 









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


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


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


ARTICLE III

INDEMNIFICATION


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


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


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


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


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


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



 
 









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


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


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


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


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


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


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


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


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


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



 
 









Straddle Period prior to
the date hereof shall be:


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


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


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


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


ARTICLE IV

CONTROL OF CONTESTS


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


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



 
 









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


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


ARTICLE V

COOPERATION AND EXCHANGE OF INFORMATION


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



 
 









ARTICLE VI

DISPUTES


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


ARTICLE VII

GENERAL PROVISIONS


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


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


If to Travelport,
to:


Eric J. Bock


Executive Vice President and General Counsel


Travelport Limited



 
 









400 Interpace Parkway, Bldg. A


Parsippany, NJ 07054


Phone: (973) 939-1000


Fax:
(973) 939-1199


If to OWW, to:


General Counsel


Orbitz Worldwide, Inc.


500 W. Madison St., Suite 1000


Chicago, IL 60661


Phone: (312) 894-5000


Fax:
(312) 894-4855


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


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


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


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


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



 
 









greatest extent possible.


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


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


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


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


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



 
 









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


 


	
   

  	
  TRAVELPORT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Eric J. Bock

  
	
   

  	
   

  	
  Name:

  	
  Eric J. Bock

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ORBITZ WORLDWIDE, INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ James P.
  Shaughnessy

  
	
   

  	
   

  	
  Name:  James
  P. Shaughnessy

  
	
   

  	
   

  	
  Title:   Senior Vice President,

  General Counsel