Exhibit 2.5
 DATED 5 March 2011
 THE SELLERS
  THE TRAVELPORT GUARANTOR
  THE PURCHASERS
  THE KUONI GUARANTOR
 
 SHARE
PURCHASE AGREEMENT
 relating to the sale and purchase of:
(1) GTA Holdco Limited
(2) GTA Americas LLC
(3) Columbus Technology Developments Limited
(4) Octopus Travel.com (USA) Limited




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Table of Contents
 Page1      Interpretation
    
    
    22.     Sale and Purchase
    
    
    153.     Condition
    
    
    154.     Conduct of business before Completion
    
    
    175.     Consideration
    
    
    196.     Leakage
    
    
    217.     Completion
    
    
    218.     Post-Completion obligations
    
    
    229.     Warranties
    
    
    2310.   Restrictive Covenants
    
    
    2411.   The Purchasers Warranties and Undertakings
    
    
    2612.   Travelport Guarantee
    
    
    2713.   Kuoni Guarantee
    
    
    2914.   Release of Guarantees and Letters of Credit
    
    
    3115.   Employees
    
    
    3216.   D&O Insurance Cover and Transitional Services Agreement
    
    
    3317.   Effect of Completion
    
    
    3418.   Remedies and waivers
    
    
    3419.   Assignment
    
    
    3420.   Further Assurance
    
    
    3521.   Entire Agreement
    
    
    3522.   Variations
    
    
    3623.   Notices
    
    
    3624.   Announcements
    
    
    3725.   Confidentiality
    
    
    3726.   Costs and Expenses
    
    
    3827.   Counterparts
    
    
    3928.   Severability
    
    
    3929.   Contracts (Rights of Third Parties) Act 1999
    
    
    3930.   Governing law
    
    
    3931.   Jurisdiction
    
    
    39Schedule 1 The SellersSchedule 2 Completion and Post-Completion ArrangementsPart A1  Sellers ObligationsPart B1  Purchasers Obligations at CompletionSchedule 3 WarrantiesSchedule 4Schedule 5 Restricted ActionsSchedule 6 Effective Time StatementsSchedule 7 Accounting PoliciesSchedule 8 Employee PaymentsSchedule 9 PropertiesSchedule 10 Intellectual PropertySchedule 11 Part 1  Travelport GuaranteesPart 2  Travelport Letters of CreditSchedule 12 FX Hedging ArrangementsSchedule 13 Tax IndemnitySchedule 14 Limitations on the liability of the Sellers under the Business WarrantiesSchedule 15 Transitional Services Agreement
 (i)




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THIS AGREEMENT
 BETWEEN
 (1)
    
    GULLIVERS SERVICES LIMITED, a company registered in England and Wales
under number 05227753, whose registered office is Gullivers House, 27
Goswell Road, London, EC1M 7GT (Gullivers Services);(2)
    
    TRAVELPORT (BERMUDA) LTD., a company registered in Bermuda under
number EC38680 whose registered office is, Clarendon House, 2 Church
Street, Hamilton, HM 11, Bermuda (Travelport Bermuda);(3)
    
    TRAVELPORT INC., a Delaware corporation, whose principal place of
business is at 300 Galleria Parkway, Atlanta, Georgia 30339
(Travelport US and together with Gullivers Services and Travelport
Bermuda, the Sellers and each a Seller);(4)
    
    TRAVELPORT LIMITED, a company registered in Bermuda under number 38682
whose registered office is Clarendon House, 2 Church Street, Hamilton,
HM 11, Bermuda (the Travelport Guarantor);(5)
    
    KUONI HOLDINGS PLC, a company registered in England and Wales under
number 03656448, whose registered office is at Kuoni House, Deep Dean
Avenue, Dorking, Surrey, RH5 4AZ (Kuoni UK);(6)
    
    KUONI HOLDING DELAWARE, INC., a company registered in Delaware under
number 3068473, whose registered office is at c/o The Corporation
Trust Company, Corporation Trust Centre, 1209 Orange Street,
Wilmington (New Castle Country) Delaware 19801, the United States of
America (Kuoni US);(7)
    
    KIT SOLUTION AG, a company registered in Switzerland under number
020.3.003.992.5, whose registered office is at Neue Hard 7, CH-8010
Zurich, Switzerland (Kuoni SW) (Kuoni UK, Kuoni US and Kuoni SW,
together the Purchasers);(8)
    
    KUONI REISEN HOLDING AG,a company registered in Switzerland under
number 020.3.921.635-3 whose registered office is at Neue Hard 7,
CH-8010 Zurich, Switzerland (the Kuoni Guarantor).
 WHEREAS:
 (A)
    
    Each Seller is the beneficial owner and registered holder of that number of Shares in the
capital of the Companies as are set out opposite the name of such Seller in column (3) of
Schedule 1 (The Sellers). Brief particulars of each of the Companies and each of the
Subsidiaries are set out in the Group Schedule.
 (B)
    
    Each Seller has agreed to sell and the Purchasers have agreed to purchase and pay for the
Shares set forth opposite the name of the relevant Seller in column (3) of Schedule 1
(The Sellers), in each case on the terms and subject to the conditions of this Agreement.
 (C)
    
    The Travelport Guarantor, at the request of the Sellers, has agreed to guarantee the
obligations of the Sellers under this Agreement and the Transitional Services Agreement.
 (D)
    
    The Kuoni Guarantor, at the request of the Purchasers, has agreed to guarantee the
obligations of the Purchasers under this Agreement and the Transitional Services Agreement.
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NOW IT IS HEREBY AGREED
 1
    
    Interpretation1.1
    
    In this Agreement including the Recitals and the Schedules to it:
 Accounting Policies
    
    means the accounting policies set
out in Schedule 7 (Accounting
Policies);Accounts
    
    means the unaudited proforma
combined balance sheet of the Group
as of the Accounts Date and the
unaudited proforma combined profit
and loss account of the Group for
the financial year ended on the
Accounts Date in the agreed form;Accounts Date
    
    means 31 December 2010;Actual Cash Amount
    
    means the actual amount of Cash of
the Group Companies calculated in
accordance with Schedule 6
(Effective Time Statements);Actual Cash Statement
    
    means the statement setting out the
Actual Cash Amount, as agreed or
determined in accordance with
Schedule 6 (Effective Time
Statements);Actual Indebtedness Amount
    
    means the actual amount of
Indebtedness of the Group Companies
calculated in accordance with Part 4
of Schedule 6 (Effective Time
Statements);Actual Indebtedness Statement
    
    means the statement setting out the
Actual Indebtedness Amount, as
agreed or determined in accordance
with Schedule 6 (Effective Time
Statements);Actual Working Capital Amount
    
    means the actual amount of Working
Capital of the Group Companies
calculated in accordance with Part 3
of Schedule 6 (Effective Time
Statements);Actual Working Capital Statement
    
    means the statement setting out the
Actual Working Capital Amount, as
agreed or determined in accordance
with of Schedule 6 (Effective Time
Statement);Affiliate
    
    means:(i) when used in relation to the
Sellers (or any one of them),
Travelport Limited and it
subsidiaries and subsidiary
undertakings from time to time
(excluding the Group Companies); and(ii) when used in relation to any
person other than the Sellers (or
any one of them), any person which
is from time to time a subsidiary or
holding company of that person and
all other subsidiaries of any such
holding company;Audited Accounts
    
    means:(i) the audited combined balance sheet of the Group as at
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the Accounts Date and the audited combined profit and
loss account and cash flow statement of the Group in
respect of the financial year ended on the Accounts Date;
and(ii) the audited combined balance sheet of the Group as at
31 December 2009 and the audited combined profit and loss
account and cash flow statement of the Group in respect of
the financial year ended on 31 December 2009,in each case to be prepared by or on behalf of the
Travelport Guarantor and audited by the Sellers
Accountants in accordance with the terms of the Audit
Engagement Letter but which, for the avoidance of doubt,
need not have been signed by the Sellers Accountants in
order to constitute the Audited Accounts for the purposes
hereof;Audit Engagement Letter
    
    means the engagement letter dated 4 March 2011 between the
Sellers Accountants and the Travelport Guarantor;Audit Report
    
    means the audit report relating to the Audited Accounts
which the Sellers Accountants have been instructed to
deliver in accordance with the terms of the Audit
Engagement Letter but which, for the avoidance of doubt,
need not have been signed by the Sellers Accountants in
order to constitute the Audit Report for the purposes
hereof;Audit Deliverables
    
    means:(a) the Audited Accounts; and(b) the Audit Report;Balancing Amount
    
    means an amount equal to the aggregate of:(i) the Working Capital Shortfall (if any) (expressed as a
negative number) or, if there is no Working Capital
Shortfall, the Working Capital True-up Amount (if any); and(ii) the Cash Shortfall (if any) (expressed as a negative
number) or, if there is no Cash Shortfall, the Cash True-up
Amount (if any);(iii) the Indebtedness True-up Amount (if any);Board Recommendation
    
    means the duly adopted recommendation of the board of
directors of the Kuoni Guarantor at a meeting duly called
and held whereby the board of directors of the Kuoni
Guarantor has resolved (i) that this Agreement and the
transactions contemplated by it are fair to, and in the
best interests of, the Kuoni Guarantor, (ii) to approve the
entry into this Agreement and the other transactions
contemplated by it, and (iii) to recommend approval of the
Resolutions;
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Business
    
    means the businesses conducted by the Group Companies in
the ordinary course as at the date of this Agreement, or
all or any part of any of it;Business Warranties
    
    means the Warranties set out in Schedule 3, other than the
Fundamental Warranties, and Business Warranty shall mean
any one of them (as the context requires);Business Day
    
    means a day (other than a Saturday or a Sunday) on which
banks generally are open for business in London, New York
City and Switzerland and Business Days shall be construed
accordingly;CA 2006
    
    means the Companies Act 2006;Cash
    
    means, as at the Effective Time, the aggregate amount of
any cash on hand or credited to an account with a bank or
other financial institution and cash equivalents readily
convertible to cash to which any Group Company is
beneficially entitled in accordance with US GAAP and as
recorded in, and calculated consistent with past practice
from, the books and records of the relevant Group Company
but excluding Trapped Cash;Cash Shortfall
    
    means the amount (if any) by which the Actual Cash Amount
is less than the Estimated Cash Amount;Cash True-up Amount
    
    means the lesser of: (i) the amount (if any) by which the
Actual Cash Amount exceeds the Estimated Cash Amount; and
(ii) the Estimated Cash Shortfall (if any), expressed as a
positive number;Claim
    
    means a claim by the Purchasers against the Sellers in
respect of the Business Warranties or the Indemnities;Comfort Letters
    
    means the unsigned forms of comfort and consent letters
from the Sellers Accountants in the form agreed to be
provided by the Sellers Accountants under the terms of the
Joint Engagement Letter;Companies
    
    means the companies whose names are set out in column (2)
of Schedule 1 (the Sellers) and the term Company shall
mean any one of them;Completion
    
    means completion of the sale and purchase of the Shares
under this Agreement;Completion Date
    
    means (save as may as may be otherwise agreed in writing
between the Sellers and the Purchasers), 5 May 2011 unless
the Condition has not been satisfied at least 2 Business
Days prior to that date in which case the Completion Date
shall be the first Business Day falling three Business Days
after the date on which the Condition is satisfied;
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Condition

    means the condition to the sale and purchase of the Shares
set out in clause 3.1 (Condition);Confidential Information

    means all secret or confidential commercial, financial,
technical information, know-how trade secrets, trade
secrets, inventions, computer hardware and other
information whatsoever and whatever form or medium and
whether disclosed orally or in writing, together with all
reproductions in whatsoever form or medium or any part or
parts of it;Confidentiality Agreement

    means the confidentiality agreement entered into between
the Kuoni Guarantor and Travelport Limited dated 3
September 2010;Consideration

    shall have the meaning given in clause 5.6 (Consideration);CTA 2009

    means the Corporation Tax Act 2009;Definitive Agreements

    means this Agreement and the Disclosure Letter;Deliverables

    means:(a) the Audit Deliverables;(b) the Comfort Letters; and(c) the Reconciliation Statement;Disclosed

    means fairly disclosed by the Disclosure Letter and
Disclosure shall be construed accordingly;Disclosure Letter

    means the letter dated on the same date as this Agreement
and written by the Sellers to the Purchasers for the
purposes of clause 9.3(i) together with the documents
attached or appended to it in the agreed form;Effective Time

    means 5.30 pm Eastern Standard Time on 30 April 2011;Effective Time Statements

    means the Actual Cash Statement, the Actual Working Capital
Statement and the Actual Indebtedness Statement;Employee Payments

    means the payments set out in Schedule 8;Encumbrance

    means any mortgage, charge, pledge, lien, restriction,
assignment, hypothecation, security interest, title
retention or any other agreement or arrangement the effect
of which is the creation of security, or any other
interest, equity or other right of any person (including
any right to acquire, option, right of first refusal or
right of pre-emption), or any agreement or arrangement to
create any of the same and Unencumbered shall be
construed accordingly;
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Estimated Cash Amount
    
    means the amount of Cash of the Group Companies as at the
Effective Time designated as such in the Estimated
Completion Statement which amount shall be estimated by the
Sellers in good faith in accordance with the Accounting
Policies;Estimated Cash Shortfall
    
    means the amount (if any) by which the Estimated Cash
Amount is less than the Target Cash Amount;Estimated Completion
Statement
    
    has the meaning given in clause 5.1;Estimated Consideration
    
    means the sum of:(i) US$720,000,000; less(ii) the Estimated Working Capital Shortfall (if any); less(iii) the Estimated Cash Shortfall (if any); less(iv) the Estimated Indebtedness Excess (if any); plus(v) the Interest Amount; less(v) (in the event only that the Consideration is to be
reduced in accordance with clause 3.4) the appropriate
amount set out in clause 3.4;Estimated Indebtedness
Amount
    
    means the amount of Indebtedness of the Group Companies as
at the Effective Time designated as such in the Estimated
Completion Statement which amount shall be estimated by the
Sellers in good faith in accordance with the Accounting
Policies;Estimated Indebtedness
Excess
    
    the amount (if any) by which the Estimated Indebtedness
Amount is more than the Indebtedness Target;Estimated Working Capital
Amount
    
    means the amount of Working Capital of the Group Companies
as at the Effective Time designated as such in the
Estimated Completion Statement which amount shall be
estimated by the Sellers in good faith in accordance with
the Accounting Policies;Estimated Working Capital
Shortfall
    
    the amount (if any) by which the Estimated Working Capital
Amount is less than the Working Capital Target;Event
    
    has the meaning given in Schedule 13 (Tax Indemnity);Financial Year
    
    shall be construed in accordance with s390 CA 2006;Fundamental Warranties
    
    means the Warranties set out in paragraph 2 of Schedule 3
and Fundamental Warranty shall mean any one of them (as
the context requires);
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FX Hedging Arrangements
    
    means the foreign exchange hedging arrangements more
particularly described in Schedule 12 (FX Hedging
Arrangements);General Meeting
    
    means the annual general meeting of the Kuoni Guarantor to
be convened for 20 April 2011 or such later date as either
(i) the Sellers may agree or (ii) a court of competent
jurisdiction may order;Governmental or
Regulatory Authority
    
    means any supranational or national court, tribunal,
arbitrator, authority, agency, commission, official or
other instrumentality or other political subdivision
thereof;Group
    
    means the Group Companies, taken as a whole;Group Company
    
    means the Companies and the Subsidiaries, further brief
particulars of which are set out in the Group Schedule, and
Group Companies shall mean any and all of them;Group Reallocation
    
    has the meaning given in Schedule 13 (Tax Indemnity);Group Relief
    
    has the meaning given in Schedule 13 (Tax Indemnity);Group Schedule
    
    means the list of corporate details of the Companies and
the Subsidiaries in the agreed form;Indebtedness
    
    means the aggregate amount of such items of indebtedness as
would properly be recognised as such in a balance sheet
(but not, for the avoidance of doubt in a profit and loss
statement) if the same were to be prepared in respect of
the Group as at the Effective Time in accordance with US
GAAP (which amount shall not, for the avoidance of doubt,
include the Travelport Letters of Credit or the Travelport
Letters of Guarantee or any ordinary course trading
indebtedness);Indebtedness Target
    
    means US$0;Indebtedness True-up
Amount
    
    means the difference (if any) between the Actual
Indebtedness Amount and the Estimated Indebtedness Amount
(expressed as a negative number if the Actual Indebtedness
Amount is greater than the Estimated Indebtedness Amount
and a positive number if the Estimated Indebtedness Amount
is greater that the Actual Indebtedness Amount);Indemnities
    
    means the indemnities set out in Schedule 17;Information Participants
    
    means the persons listed in part A of Schedule 16;Intellectual Property
    
    means any rights in or to intellectual property including
without limitation, patents, trade marks, registered
designs, domain names, applications for any of those
rights, trade and business names, unregistered trade marks
and service marks, logos, copyrights and rights in designs;
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Interest Amount
    
    has the meaning given in clause 6.5;Intra-Group Indebtedness
    
    means all amounts owing as between any Group Company and
any member of the Sellers Group (excluding any Intra-Group
Trading Indebtedness), to the extent not settled at
Completion pursuant to clause 5.3(ii), as set out in the
Effective Time Statement;Intra-Group Trading
Indebtedness
    
    means all sums owing between any Group Company and any
member of the Sellers Group in respect of intra-group
trading activities;Joint Engagement Letter
    
    means the joint engagement between the Kuoni Guarantor and
the Travelport Guarantor dated 4 March 2011 of the Sellers
Accountants in connection with production of the Comfort
Letters;Key Employee
    
    means those employees of the Group listed in part C of
Schedule 16;Law
    
    means all laws, statutes, rules, regulations and other
pronouncements having the effect of law of any country,
state, province, city or other political subdivision
thereof or of any Governmental or Regulatory Authority;Leakage
    
    means:(i) any dividend, bonus or other distribution of capital,
income or profit declared, paid or made or any repurchase,
redemption, repayment or return of share or loan capital
(or any other relevant securities) by any Group Company to
any Seller or any Affiliate of that Seller;(ii) any payments made by any Group Company to (or assets
transferred to or liabilities assumed, indemnified, or
incurred by any Group Company for the benefit of) any
Seller or any Affiliate of that Seller (including with
respect to any share capital or other securities of any
Group Company);
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(iii) the waiver by any Group Company of any amount owed to
that Group Company by any Seller or any Affiliate of that
Seller;(iv) the payment by any Group Company of any professional
fees or other transaction costs or expenses (including
bonus payments) in connection with the transactions
contemplated by this Agreement;(v) the payment of, or incurring of any obligation to pay,
any salary, bonus, fees or other sums to any employee,
consultant or officer other than those which are
contractually required to be paid in the ordinary course of
business;(vi) any Tax suffered in relation to any of the matters
referred to in paragraphs (i) to (iv) above; or(vii) agreeing, conditionally or otherwise, to do any of
the matters referred to in paragraphs (i) to(v) above, other than any Permitted Leakage Payment;Long Stop Date
    
    means 31 May 2011 or such later date, if any, as the
Sellers and the Purchasers may agree;Management Accounts
    
    means the unaudited combined balance sheets, profit and
loss accounts, cash flow statements and consolidation
schedules of the Wider Group as at the end of each monthly
period for the twelve months ended on the Accounts Date, in
the agreed form;Management Accounts
Reconciliation Schedule
    
    means the schedule of reconciliations relating to the
Management Accounts in the agreed form;Material Contract
    
    means any written contract of any Group Company which (i)
is not terminable on less than three months notice or (ii)
which calls for payments by any party thereto in excess of
US$10,000,000 in any one year (other than any contract with
any employee of any Group Company) or (iii) which is
otherwise material to the business of the Group;Material Variance
    
    means a difference of 10% or more in the adjusted EBITDA of
the Group as set out in the Reconciliation Statement;Parties
    
    means the Sellers, the Travelport Guarantor, the Purchasers
and the Kuoni Guarantor, and Party shall mean any of
them;Payment Statement
    
    means a statement setting out the total consideration
payable under clause 5.1 and the Balancing Amount payable
by the Purchasers or the Sellers under clause 5.4, as
agreed and determined in accordance with Schedule 6
(Effective Time Statements);
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Payroll Participants
    
    means the persons listed in part B of Schedule 16;Permitted Leakage Payment
    
    means:(i) any payment which is provided for under the terms of
this Agreement;(ii) any payments made or agreed to be made by any Group
Company to (or assets transferred to or liabilities
assumed, indemnified, or incurred by any Group Company for
the benefit of) any Seller or any Affiliate of that Seller
(including with respect to any share capital or other
securities of any Group Company) under or pursuant to the
Pre-sale Reorganisation (including, without limitation, any
payments or movement of cash from any Group Company to any
Seller or member of the Sellers Group under or pursuant
thereto) or any Employee Payment; and(iii) any payment made or agreed to be made by any Group
Company to any Seller or any Affiliate of a Seller in the
ordinary course of business consistent with past practice
as to the volume of services and pricing (including,
without limitation, in respect of Intra-Group Trading
Indebtedness);Pre-sale Reorganisation
    
    means the re-organisation of the Group Companies as set out
in the Pre-sale Reorganisation Steps Plan;Pre-sale Reorganisation
Steps Plan
    
    means the step plan in the agreed form setting out the
corporate actions to be taken to implement the Pre-sale
Reorganisation;Press Announcements
    
    means the press announcements to be issued by or on behalf
of the Sellers and the Kuoni Guarantor, respectively, each
of which is in the agreed form;Proceedings
    
    means any proceeding, suit or action arising out of or in
connection with this Agreement, whether contractual or
non-contractual;Properties
    
    means the freehold and leasehold properties, summary
details of which are set out in Schedule 9 (Properties);Prospectus
    
    means the prospectus of the Kuoni Guarantor proposed to be
issued in connection with the capital increase to be
approved by the General Meeting;Purchasers Accountants
    
    means PricewaterhouseCoopers LLP of 1 Embankment Place,
London, WC2N 6RH;Purchasers Group
    
    means the Kuoni Guarantor and its subsidiaries and
subsidiary undertakings from time to time, or all or any of
them;
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Purchasers Solicitors
    
    means Baker & McKenzie LLP of 100 New Bridge Street, London
EC4V 6JA, England;Reconciliation Statement
    
    means the statement from the Travelport Guarantor (which is
provided without liability so long as it is provided in
good faith) setting out a reconciliation between the
Audited Accounts and the Accounts, identifying those line
items where reconciliations have been made and including
the explanation for such reconciliations;Relief
    
    has the meaning given in Schedule 13 (Tax Indemnity);Resolutions
    
    means a shareholder resolution, approving an amendment to
the articles of incorporation of the Kuoni Guarantor
permitting a capital increase of approximately
CHF250,000,000 by the issuance of fully paid-in registered
shares A of a par value of CHF 0.20 each and fully paid-in
registered shares B of a par value of CHF 1.00 each in the
capital of the Kuoni Guarantor to be contained in the
notice of annual general meeting anticipated to be sent by
the Kuoni Guarantor to its shareholders on or around 28
March 2011, which resolutions shall not require in excess
of 66.67% of the shareholders in attendance and voting at
the General Meeting to ratify it;Restricted Actions
    
    means the actions referred to in Schedule 5 (Restricted
Actions), and Restricted Action means any and all of
them;s.179A TCGA Election
    
    has the meaning given in paragraph 11.8 of Schedule 13 (Tax
Indemnity);Sale Business Employee
    
    means any employee of any Group Company as at Completion;Sellers Accountants
    
    means Deloitte LLP of Stonecutter Court, 1 Stonecutter
Street, London, EC4A 3TR;Sellers Bank Account
    
    means the bank account with the following details:Bank:CitibankCurrency:USDAccount Name:Gullivers Services LimitedAccount Number:30742881Swift Code:CITIUS33;Sellers Group
    
    means Travelport Limited and it subsidiaries and subsidiary
undertakings (excluding the Group Companies) as at the date
hereof;Sellers Solicitors
    
    means Kirkland & Ellis LLP of 30 St. Mary Axe, London EC3A
8AF;
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Service Document
    
    means a claim form, application notice, order, judgment or
other document relating to any Proceedings;Shares
    
    means all of the issued and outstanding shares in the
capital of the Companies that are corporations and all of
the issued and outstanding limited liability company
membership interests in the Companies that are limited
liability companies, as set out in column (3) of Schedule 1
(The Sellers), together with any shares issued pursuant to
a capitalisation of the loans pursuant to paragraph (ix) of
Part A1 of Schedule 2;Subsidiaries
    
    means the subsidiaries and subsidiary undertakings of the
Companies (each being a Subsidiary), and details of each
Subsidiary at the date of this Agreement are set out in
Schedule 4;Target Cash Amount
    
    means US$15,000,000;Tax
    
    means (i) all forms of and payments in respect of taxation,
whether direct or indirect and whether levied by reference
to income, profits, gains, net wealth, asset values,
turnover, sales, added value or other reference (including,
without limitation duties, air passenger duties, levies,
imposts and excise, social security contributions and any
other payroll taxes, deductions or amounts in the nature of
taxation), whenever and wherever imposed (whether imposed
by way of a withholding or deduction for or on account of
tax or otherwise) by whatever authority imposed and whether
of the United Kingdom or elsewhere, irrespective of the
person directly or primarily chargeable, together with all
penalties, fines, charges, costs and interest relating
thereto; and (ii) any payment for the surrender of Group
Relief or for any Group Reallocation, a balancing payment
under Sections 195 and 196 of TIOPA following a transfer
pricing adjustment, a repayment of any such payment and a
payment by way of reimbursement, recharge, indemnity or
damages in respect of Tax;Tax Authority
    
    means any government, state or municipality or any local,
state, federal or other fiscal, revenue, customs or excise
authority, person, body, authority or institution which
seeks to impose, assess, enforce, administer or collect any
Tax, whether in the United Kingdom or elsewhere;Tax Indemnity
    
    means the indemnity relating to Tax in Schedule 13 (Tax
Indemnity);Tax Warranties
    
    means the warranties relating to Tax in Part 7 of Schedule
3 (Tax Warranties)TCGA 1992
    
    means Taxation of Chargeable Gains Act 1992;TIOPA
    
    means the Taxation (International and Other Provisions) Act
2010;
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Transaction
    
    means the sale and purchase of the Shares contemplated by
this Agreement;Transitional Services
Agreement
    
    means the transitional services agreement to be entered
into on or promptly following Completion;Travelport Accounts
    
    means the audited consolidated accounts of Travelport
Limited as at 31 December 2010;Travelport Audited
Financials
    
    means the audited consolidated financial statements of the
Travelport Guarantor for each of the three financial
periods ending on 31 December 2010 as set out in the F
pages of the Travelport Guarantors 10 Ks for each of
those periods;Trapped Cash
    
    means any cash which as at the Effective Time is:(i) not capable within a period of 30 days of being
lawfully spent, distributed, loaned or released by a Group
Company outside the jurisdiction in which it is situated
without deduction or withholding or additional cost (other
than the costs of transfer from a bank account incurred in
the ordinary course);(ii) cash equivalents which are not convertible into cash
within 30 days,provided always that the first US$3 million of cash which
would, but for this proviso, be Trapped Cash, shall be
deemed for all purposes to be Cash and not Trapped Cash;Travelport Credit
Agreement
    
    means the Third Amended and Restated Credit Agreement,
dated as of August 23, 2006, as amended and restated as of
October 22, 2010 and as may be amended and restated from
time to time, among Travelport LLC, Travelport Limited,
Waltonville Limited, UBS AG, Stamford Branch, as
Administrative Agent and L/C Issuer, UBS Loan Finance LLC,
as Swing Line Lender, the other Lenders party thereto,
Credit Suisse Securities (USA) LLC, as Syndication Agent,
and Lehman Brothers Inc., J.P. Morgan Securities Inc. and
Goldman Sachs Credit Partners L.P., as Co-Documentation
Agents;Travelport Letters of
Credit
    
    means the letters of credit listed in part 2 of Schedule 11;Travelport Letters of
Guarantee
    
    means the guarantees listed in part 1 of Schedule 11;US APA
    
    means the asset purchase agreement relating to the US
aspects of the Pre-sale Reorganisation in the agreed form;US GAAP
    
    means generally accepted accounting principles for the
United States of America and extant/mandatory for adoption
as at the date of this Agreement;
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US$, $ orUnited
States Dollar
    
    means the lawful currency of the United States of America;VAT
    
    means any VAT imposed in compliance with the European
Council directive of 28 November 2006 on the common system
of value added tax (EC Directive 2006/112), any goods or
services tax or sales tax and any comparable indirect tax,
whether of the United Kingdom or elsewhere;Warranties
    
    means the warranties set out in Schedule 3 (Warranties) and
Warrantyshall be construed accordingly;Wider Group
    
    means the Group, together with Gullivers Services Limited,
Gullivers Jersey 3 Limited and Gullivers Luxembourg SARL;Working Capital
    
    means the working capital of the Group comprising those
items of current assets and current liabilities set out in
the Actual Working Capital Statement;Working Capital Shortfall
    
    the amount (if any) by which the Actual Working Capital
Amount is less than the Estimated Working Capital Amount;Working Capital Target
    
    means negative US$185,000,000;Working Capital True-up
Amount
    
    means the lesser of: (i) the amount (if any) by which the
Actual Working Capital Amount exceeds the Estimated Working
Capital Amount; and (ii) the Estimated Working Capital
Shortfall, expressed as a positive number; andWorking Hours
    
    means 9.00 a.m. local time to 5.30 p.m. local time on a
Business Day.
 1.2
    
    In this Agreement, unless otherwise specified:
 (i)
    
    references to clauses, paragraphs, sub paragraphs and Schedules are to clauses,
paragraphs, sub paragraphs of, and Schedules to, this Agreement;(ii)
    
    a reference to any statute or statutory provision shall be construed as a
reference to the same as it may have been, or may from time to time be, amended,
modified or re enacted except to the extent that any amendment or modification made or
coming into effect of any statute or statutory provision after the date of this
Agreement would increase or alter the liability of the Sellers under this Agreement;(iii)
    
    references to a company shall be construed so as to include any company,
corporation or other body corporate, wherever and however incorporated or established;(iv)
    
    references to a person shall be construed so as to include any individual,
firm, company, government, state or agency of a state or any joint venture, association
or partnership (whether or not having separate legal personality);
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(v)
    
    references to the word include or including (or any similar term)
are not to be construed as implying any limitation and general words introduced by the
word other (or any similar term) shall not be given a restrictive meaning by reason
of the fact that they are preceded by words indicating a particular class of acts,
matters or things;(vi)
    
    references to any English statutory provision or legal term for any action,
remedy, method of judicial proceeding, legal document, legal status, court, official or
other legal concept, state of affairs or thing shall in respect of any jurisdiction
other than England be deemed to include that which most nearly approximates in that
jurisdiction to the English statutory provision or legal term or other legal concept,
state of affairs or thing;(vii)
    
    use of any genders includes the other genders;(viii)
    
    the expressions company, holding company, subsidiary, subsidiary undertaking
and wholly owned subsidiary shall have the meaning given in the CA 2006;(ix)
    
    a person shall be deemed to be connected with another if that person is
connected with another within the meaning of sections 1122 and 1123 of the Corporation
Tax Act 2010;(x)
    
    references to writing shall include any modes of reproducing words in a legible
and non transitory form;(xi)
    
    references to times of the day are to London time;(xii)
    
    headings to clauses and Schedules are for convenience only and do not affect
the interpretation of this Agreement;(xiii)
    
    the Recitals and Schedules form part of this Agreement and shall have the same force
and effect as if expressly set out in the body of this Agreement, and any reference to
this Agreement shall include the Schedules; and(xiv)
    
    references to any document in the agreed form means the document in a form
agreed by the Purchasers and the Sellers and initialled for the purposes of
identification only by the Purchasers and the Sellers.
 2.
    
    SALE AND PURCHASE2.1
    
    The Sellers shall sell the Shares and the Purchasers shall purchase all of the Shares free
from all Encumbrances and from all other restrictions on transfer (including rights of
pre-emption) which may exist in relation to the Shares, whether under the articles of
association of the Companies or otherwise, together with all rights attached or accruing to
them at Completion including the right to receive all dividends, distributions or any return
of capital declared, paid or made after the Completion Date.3.
    
    CONDITION3.1
    
    The sale and purchase of the Shares pursuant to this Agreement is conditional upon the
Resolutions being duly passed at the General Meeting.3.2
    
    The Travelport Guarantor shall, pursuant to the terms of the Audit Engagement Letter,
instruct the Sellers Accountants to deliver the Audit Deliverables, and the Travelport
Guarantor and the Kuoni Guarantor shall, pursuant to the terms of the Joint Engagement Letter,
jointly instruct the Sellers Accountants to deliver the Comfort Letters and the
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Travelport Guarantor shall deliver to the Kuoni Guarantor the Reconciliation Statement, in
each case, to the Travelport Guarantor and the Kuoni Guarantor at their respective addresses
for service (as provided for in clause 23 (Notices)) as soon as reasonably practicable
following the date of this Agreement and in any event by no later than 5.30 pm CET on 25
March 2011. Save as provided for in clause 3.4, there shall be no liability for any Party
in respect of the failure of the Sellers Accountants to comply with these instructions.3.3
    
    Provided that there is no Material Variance and subject to the fiduciary duties of its board
of directors, the Kuoni Guarantor shall:
 (i)
    
    procure that its board of directors will post or procure the posting on a
timely basis of an invitation (which invitation shall include the Board Recommendation)
to the shareholders of the Kuoni Guarantor to convene the General Meeting for the
purposes of: (a) passing the Resolutions; and (b) transacting such other business as is
to be transacted at the annual general meeting of the Kuoni Guarantor;(ii)
    
    take all steps necessary and within its control to ensure that the Resolutions
are passed at the General Meeting and, from the date hereof until the earlier of the
Long Stop Date and the time when the shareholder vote in respect of the Resolutions at
the General Meeting actually takes place, the Kuoni Guarantor shall:
 (a)
    
    procure that no member of the Purchasers Group nor any of
their respective directors, officers or agents, nor any senior executive
employees (the Primary Persons) takes; and(b)
    
    instruct those advisers who have been engaged by any member of
the Purchasers Group to advise on the Transaction or the financing thereof
(the Secondary Persons) not to take,
 any action or omit to take any action that, in any such case, is reasonably likely
to influence any shareholder of the Kuoni Guarantor to vote otherwise than in favour
of the Resolutions at the General Meeting. In particular, but without prejudice to
the generality of the foregoing, the Kuoni Guarantor undertakes to procure that none
of the Primary Persons shall and to instruct the Secondary Persons not to (directly
or indirectly through one or more persons):
 (c)
    
    recommend to any shareholder of the Kuoni Guarantor to vote
otherwise than in favour of the Resolutions at the General Meeting; or(d)
    
    encourage any shareholder of the Kuoni Guarantor to vote
otherwise than in favour of the Resolutions; or(e)
    
    otherwise seek to influence any shareholder voting otherwise
than in favour of the Resolutions,
 it being acknowledged that the Kuoni Guarantor shall not have any liability in
respect of any failure by any Secondary Person to accept or comply with any such
instruction.
 3.4
    
    If the Deliverables are delivered:
 (i)
    
    on or prior to 29 March 2011, there shall be no adjustment to the Consideration
under this clause 3.4;(ii)
    
    on 30 March 2011, but Completion nevertheless takes place, the Consideration
shall be reduced by $3,500,000; or
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(iii)
    
    on or following 31 March 2011, but Completion nevertheless takes place, the
Consideration shall be reduced by US$7,000,000.
 3.5
    
    Subject always to the fiduciary duties of its board of directors, the Kuoni Guarantor shall
not take or cause to be taken any action which could reasonably be expected to delay or
prevent Completion.3.6
    
    If the Condition is not satisfied or fulfilled on or before 5.00pm GMT on the Long Stop Date,
then this Agreement shall terminate and the Kuoni Guarantor shall (otherwise than in the
circumstances described in clauses 3.4(iii) or if there is a Material Variance) pay to the
Sellers in immediately available funds by electronic funds transfer to the Sellers Bank
Account (i) US$7 million as a break fee and (ii) US$2 million to be applied towards retention
bonus payments to be made to Group employees.3.7
    
    If this Agreement terminates in accordance with clause 3.6, the obligations of the Parties
under this Agreement shall end (except for the provisions of this clause 3.7 and clauses 1
(Interpretation), 23 (Notices), 24 (Announcements), 25 (Confidentiality), 26 (Costs and
expenses), 30 (Governing Law) and 31 (Jurisdiction)) but (for the avoidance of doubt) all
rights and liabilities of the Parties which have accrued before termination shall continue to
exist.3.8
    
    The Kuoni Guarantor shall give the Sellers written notice of the satisfaction of the
Condition set out in clause 3.1 as promptly as practicable following satisfaction of such
Condition, and in any event within 1 (one) Business Day thereof.3.9
    
    Prior to Completion (subject to compliance by the Purchasers with their obligations
hereunder), the Sellers shall procure that the Group Companies shall continue to provide
reasonable access to their premises and books and records during normal business hours so as
to enable the Sellers Accountants to produce the Audited Accounts.4.
    
    CONDUCT OF BUSINESS BEFORE COMPLETION4.1
    
    The Sellers shall use reasonable endeavours to procure that the Business is conducted in the
ordinary course during the period from the date of this Agreement to Completion, and shall,
without limitation, pay or procure payment of all amounts as are due and payable as up to
Completion in relation to the refit of Units 705B-708 A, 8th Floor, Tower B,
Manulife Financial Centre, Kwun Tung, Hong Kong. Subject to clause 4.2, the Sellers shall use
reasonable endeavours to procure that between the date of this Agreement and Completion no
Group Company shall undertake any of the Restricted Actions without the prior written consent
of the Purchasers (such consent not to be unreasonably withheld or delayed).4.2
    
    Clause 4.1 and 4.3 shall not operate so as to restrict or prevent:
 (i)
    
    any matter reasonably undertaken by any Group Company in an emergency or
disaster situation with the intention of minimising any adverse effect thereof (and of
which the Purchasers will be promptly notified and, in respect of which, it will,
provided reasonably practicable, be consulted) only for so long as such emergency or
disaster situation continues and/or solely to the extent necessary to mitigate the
effects of such emergency or disaster situation;(ii)
    
    the completion or performance of any obligations undertaken pursuant to any
contract or arrangement entered into by any Group Company prior to the date of this
Agreement or any extension or renewal of any such contract or arrangement where the net
aggregate amount of such extensions or renewals does not increase the annual
expenditure of the Group thereunder by more than US$5,000,000;
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(iii)
    
    any increase in emoluments of any category of employees of any Group Company
where such increase is made in accordance with the normal practice of the relevant
employing Group Company;(iv)
    
    any matter contemplated in this Agreement;(v)
    
    any action or step lawfully taken for the purposes of, or with a view to,
transferring or otherwise moving Cash from any Group Company to any Seller or any
Affiliate of a Seller;(vi)
    
    any action or step lawfully taken for the purposes of, or with a view to
managing the working capital of the Group with a view to ensuring that the Actual
Working Capital Amount is not more or less than the Working Capital Target (provided
that any such action or step does not materially adversely affect the goodwill of the
business of the Group or otherwise place any Group Company in material breach of its
payment obligations to suppliers);(vii)
    
    any lawful action or step taken for the purposes of or pursuant to the
Pre-sale Reorganisation (including, without limitation, the execution and putting into
effect of the US APA);(viii)
    
    any matter undertaken for the purposes of complying with Law or the rules or
regulations of any securities exchange or Governmental or Regulatory Authority,
wherever situated;(ix)
    
    any matter undertaken at the written request of the Purchasers;(x)
    
    entering into any contract or arrangement in the ordinary course of business
including, but not limited to, any customer hotel inventory or destination service
agreements;(xi)
    
    any charge or fee being levied on a Group Company by a member of the Sellers
Group in respect of, or payment by any Group Company in respect of, such charge or fee
relating to, the Travelport Letters of Credit on a basis consistent with past practice;(xii)
    
    the disposal of that certain real property in Hong Kong belonging to the
Group, details of which are set out in the Disclosure Letter;(xiii)
    
    the implementation of a new retention bonus programme for employees of the Group in
aggregate amount not exceeding $2,000,000 provided that the Sellers agree to fund any
such retention bonus plan;(xiv)
    
    closing out the FX Hedging Arrangements and any other foreign exchange hedging
agreements in respect of which a Group Company has a direct interest (it being
acknowledged and agreed that all gains or losses arising from the closing out of all
such arrangements shall be for the account of the Sellers); or(xv)
    
    the transfer of any domain names currently owned by or registered in the name
of any Group Company containing the words Galileo Destinations and G-Destinations
or similar into the name of a member of the Sellers Group.
 4.3
    
    The Sellers undertake they shall not and shall exercise such rights of control with respect
to the Group as they may have to ensure that the Group shall not, between the date of this
Agreement and Completion, deliberately take any action which is within their or its control or
deliberately omit to take any action which is within their or its control, which action will
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cause any of the Warranties to be breached in any material respect were the Warranties to be
extant as at that time.4.4
    
    The Sellers undertake that they shall, on or prior to Completion, pay to the relevant Group
Company an amount equal to any shortfall in the accrual in the Accounts in respect of the SIPs
plan.4.5
    
    The Travelport Guarantor hereby agrees to the inclusion in the Prospectus of the Audited
Accounts and the Travelport Audited Financials.5.
    
    CONSIDERATION5.1
    
    Not less than five Business Days prior to the Completion Date, the Sellers shall deliver to
the Purchasers a statement (the Estimated Completion Statement) setting out the following:
 (i)
    
    the Estimated Cash Amount;(ii)
    
    the Estimated Cash Shortfall (if any);(iii)
    
    the Estimated Working Capital Amount;(iv)
    
    the Estimated Working Capital Shortfall (if any);(v)
    
    the Estimated Indebtedness Amount (including a break-down between the
Indebtedness and the Intra-Group Indebtedness);(vi)
    
    the Estimated Indebtedness Excess (if any);(vii)
    
    the Interest Amount (if any);(viii)
    
    the reduction in the Consideration (if any) to be made in accordance with clause 3.4;
and(ix)
    
    the Estimated Consideration.
 The Sellers shall give the Purchasers the opportunity to review the Estimated Completion
Statement and shall discuss any items therein with which the Purchasers may disagree but for
the avoidance of doubt the Purchasers shall not have the right to agree or otherwise refuse
to accept the Estimated Completion Statement provided to it hereunder.5.2
    
    The Estimated Consideration shall be paid or satisfied in accordance with clause 7 and shall
be divided amongst the Sellers as set out in column 4 of Schedule 1 (The Sellers). Payment of
the Estimated Consideration shall be made in cash in United States dollars in immediately
available funds by electronic funds transfer to the Sellers Bank Account on the Completion
Date.5.3
    
    The Sellers shall:
 (i)
    
    use their respective reasonable endeavours to procure that before Completion
all Indebtedness is fully repaid; and(ii)
    
    procure that before Completion all Intra-Group Indebtedness (whether due to or
owing by any Group Company), is fully repaid or capitalised.
 The Parties shall ensure that all Intra-Group Trading Indebtedness outstanding as at
Completion is settled in the ordinary course following Completion.
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5.4
    
    After final agreement on, or final determination of, the Effective Time Statements in
accordance with Schedule 6 (Effective Time Statements), the following payments shall be made:
 (i)
    
    if the Balancing Amount is zero, no payment shall be made by either the Sellers
or the Purchasers;(ii)
    
    if the Balancing Amount is a positive number, the Purchasers shall pay to the
Sellers an amount equal to the Balancing Amount in cash in United States Dollars in
immediately available funds by electronic funds transfer to the Sellers Bank Account;
or(iii)
    
    if the Balancing Amount is a negative number, an amount equal to the Balancing
Amount (for these purposes expressed as a positive amount) shall be paid by, or on
behalf of, the Sellers in cash in United States Dollars in immediately available funds
by electronic funds transfer to such account of the Purchasers as the Purchasers may
nominate in writing not less than five Business Days prior to the date of payment, in
the percentages shown opposite their names in column 4 of Schedule 1 (The Sellers).
 5.5
    
    Any payment to be made under clause 5.4 above shall be made within five Business Days after
(and excluding) the date on which the Effective Time Statements are agreed or determined in
accordance with Schedule 6 (Effective Time Statements) and such payment (and any payment under
clause 5.2) shall be an absolute discharge to the person making the payment who shall not be
concerned with the subsequent application of the amount paid.5.6
    
    Accordingly, subject to any adjustment as provided for in clause 5.7, the total consideration
(in aggregate, the Consideration) for the sale of the Shares under this Agreement shall be:
 (a)
    
    the Estimated Consideration; plus or minus (as the case may be)(b)
    
    the Balancing Amount (if any).
 5.7
    
    Any payment made by any of the Sellers to the Purchasers pursuant to clause 9 (Warranties and
Indemnities), Schedule 13 (Tax Indemnity) or Schedule 17 (Indemnities) or will be considered
an adjustment to the Consideration.5.8
    
    The Consideration shall be allocated among the Shares as set out in column 4 of Schedule 1
(The Sellers) and such allocation shall be adopted by the parties for all Tax and accounting
purposes. If a payment is made by the Sellers to the Purchasers or by the Purchasers to the
Sellers in respect of any claim for any breach of this Agreement or pursuant to any indemnity
or covenant to pay under this Agreement, the payment shall be made by way of adjustment of
that portion of the Consideration allocated to the Shares to which the payment and/or claim
most closely relates and the Consideration shall be deemed to be adjusted by the amount of
such payment. If any claim or payment relates to Shares in more than one Company, it shall be
allocated in a manner which most reasonably reflects the matter to which the claim or payment
relates. Where the claim or payment relates to no particular Shares in any Company, it shall
be allocated rateably among the Shares by reference to the proportions in which the
Consideration is allocated in Schedule 1 (The Sellers). Any such allocation shall be deemed to
be an adjustment to the Consideration payable for such Shares to the Sellers by the
Purchasers.5.9
    
    The Sellers and the Purchasers shall prepare and file all Tax returns to be filed with any
Taxation Authority in a manner consistent with such allocation and shall take no position
inconsistent with such allocation on any Tax return, any discussion with or proceeding before
any Taxation Authority, or otherwise. In the event that the allocation of the Consideration
pursuant to clause 5.8 is disputed by any Taxation Authority, the Party receiving notice of
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such dispute shall promptly notify the other Parties thereof and the Parties will use their
best endeavours to defend such allocation.5.10
    
    The Purchasers shall provide to Sellers a properly completed U.S. Internal Revenue Service
Form 8594 with respect to GTA Americas LLC allocating the consideration as determined in
accordance with clause 5.8 above at or prior to Completion. In addition, the Purchasers shall
provide to the Sellers a properly completed U.S. Internal Revenue Service Form 8883 with
respect to Octopus Travel.com (USA) Ltd, together with a section 338(h)(10) election for
Octopus Travel.com (USA) Ltd. The Sellers shall not take any position that is inconsistent
with these forms.6.
    
    LEAKAGE6.1
    
    Subject to clause 6.3, each Seller undertakes to the Purchasers that from the Effective Time
until Completion no Leakage will occur.6.2
    
    In the event of any Leakage occurring between the Effective Time and Completion, each Seller
shall on demand by the Purchasers pay to the Purchasers in immediately available funds by
electronic funds transfer an amount in cash equal to the amount of any such Leakage. If any of
the Sellers or their Affiliates receive any Leakage, the Sellers will forthwith notify the
Purchasers of the same.6.3
    
    Notwithstanding clause 6.1, if any Cash received by a Group Company is recognised in the cash
book of the relevant entity by the Effective Time, the Sellers shall, subject to the other
provisions of this Agreement, be entitled to extract such Cash from the Group between the
Effective Time and Completion.6.4
    
    The aggregate maximum liability of each Seller for all breaches of the undertaking given by
it in clause 6.1 shall not in any circumstances exceed the amount received by each Seller at
Completion pursuant to this Agreement less the aggregate amount of any claims hereunder by the
Purchasers that have been finally determined or agreed.6.5
    
    The Consideration shall be increased by an amount (the Interest Amount) calculated in
accordance with the following formula:Interest Amount = A x B x $720 millionWhere:A = the number of days from (but excluding) 30 April 2011 to and excluding the Completion
Date divided by 365; andB = 9%7.
    
    COMPLETION7.1
    
    Completion shall take place on the Completion Date at the offices of the Sellers Solicitors
at 30 St. Mary Axe, London EC3A 8AF or such other place as the Parties may agree.7.2
    
    At Completion, the Sellers shall comply with their obligations under Part A1 (Sellers
obligations) of Schedule 2 (Completion and Post-Completion arrangements).7.3
    
    At Completion, the Purchasers shall:
 (i)
    
    if not already provided to the Sellers, produce evidence of fulfilment of the
Condition; and
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(ii)
    
    comply with their obligations under Part B1 (Purchasers obligations) of
Schedule 2 (Completion and Post-Completion arrangements).
 7.4
    
    Neither the Purchasers nor the Sellers shall be obliged to complete the sale and purchase of
any of the Shares unless the sale and purchase of all of the Shares is completed
simultaneously.7.5
    
    Without prejudice to any rights of the Purchasers, if the obligations of the Sellers under
clause 7.2 are not complied with on the Completion Date the Purchasers may:
 (i)
    
    defer Completion to a date not more than ten (10) Business Days after the date
on which Completion was originally scheduled to take place (so that the provisions of
this clause 7 shall apply to Completion as so deferred); or(ii)
    
    proceed to Completion as far as practicable (without limiting its rights under
this Agreement); or(iii)
    
    to the extent that the Sellers have failed to comply with their respective
obligations under clause 7.2 following the expiry of the ten (10) Business Days
extension referred to in sub-paragraph (i) above, terminate this Agreement by notice in
writing to the Sellers.
 7.6
    
    Without prejudice to any rights of the Seller, if the obligations of the Purchasers under
clause 7.3 are not complied with on the Completion Date, the Sellers may:
 (i)
    
    defer Completion to a date not more than ten (10) Business Days after the date
on which Completion was originally scheduled to take place (so that the provisions of
this clause 7 shall apply to Completion as so deferred); or(ii)
    
    proceed to Completion as far as practicable (without limiting their rights
under this Agreement); or(iii)
    
    to the extent that the Purchasers have failed to comply with their obligations
under clause 7.3 following the expiry of the ten (10) Business Days extension referred
to in sub-paragraph (i) above, terminate this Agreement by notice in writing to the
Purchasers.
 7.7
    
    If this Agreement is terminated in accordance with clause 7.5 or clause 7.6, all obligations
of the Parties under this Agreement shall end (except for the provisions of clauses 1
(Interpretation), 23 (Notices), 24 (Announcements), 25 (Confidentiality), 26 (Costs and
expenses), 30 (Governing Law) and 31 (Jurisdiction)) but (for the avoidance of doubt) all
rights and liabilities of the Parties which have accrued before termination shall continue to
exist.7.8
    
    Except in respect of fraud, fraudulent misrepresentation or fraudulent concealment, no Party
shall be entitled in any circumstances to rescind or terminate this Agreement after
Completion.8.
    
    POST-COMPLETION OBLIGATIONS8.1
    
    Each Seller undertakes to the Purchasers to procure the performance and observance of those
matters listed in Part A2 of Schedule 2.8.2
    
    Each Purchaser undertakes to the Sellers to procure the performance and observance of those
matters listed in Part B2 of Schedule 2.
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9.
    
    WARRANTIES9.1
    
    Each Seller severally (and not jointly and severally) warrants in respect of itself only to
the Purchasers that each of the Fundamental Warranties is now and will at Completion (by
reference to the facts and circumstances then existing) be true and accurate.9.2
    
    The maximum liability of each of the Sellers in respect of any claim under the Fundamental
Warranties shall not exceed the aggregate amount of the Consideration received by such Seller.9.3
    
    Each Seller severally (and not jointly and severally) warrants in respect of itself only to
the Purchasers that, so far as such Seller is actually aware, each of the Business Warranties
is true and accurate at the date of this Agreement subject to:
 (i)
    
    any matter Disclosed in the Disclosure Letter (or treated by the Disclosure
Letter as being Disclosed); and(ii)
    
    the limitations and qualifications set out in Schedule 14 (Limitations of
Liability).
 For the purposes of this Agreement, the actual awareness of a Seller shall consist only of
those matters of which, Ken Esterow (EVP, president and CEO Gullivers Travel Associates),
Chris Tyson (Travelport Treasurer), Simon Gray (Chief Accounting Officer, Travelport), Tim
Hampton (Group Vice President, Tax) and Julia Kou (Group Vice President, Legal) is actually
aware, as at the date of this Agreement, having made reasonable enquiries of, the Key
Employees, Douglas Neu (Group Vice President, Law) and Eric Bock (EVP, Chief Administrative
Officer and General Counsel) but not any imputed or implied knowledge or awareness he or she
may have had, had he/she made any enquiry of any other person in relation to the facts,
matters or circumstances of any particular Warranty.9.4
    
    No letter, document or other communication (whether or not in writing) shall be deemed to
constitute a Disclosure unless it is expressly incorporated into the Disclosure Letter.9.5
    
    Each of the Warranties shall be separate and independent and, save as expressly provided to
the contrary in this Agreement, shall not be limited by reference to or inference from any
other Warranty or anything in the Definitive Agreements.9.6
    
    Each of the Sellers and the Travelport Guarantor hereby irrevocably waive, and shall procure
that each member of the Sellers Group shall irrevocably waive, any and all claims arising as
a result of events prior to Completion against each Group Company and any of their respective
officers, employees, workers and, in connection only with the sale of the Shares, the agents
of the Purchasers Group (including, without limitation, the Group) and undertake (if any
claim is made against the Sellers in connection with the sale of the Shares to the Purchasers)
not to make any claim against or seek any contribution from any such person (and undertake
that no other person claiming under or through them will make any such claim or seek any such
contribution). The waiver set out in this clause 9.6 shall cease to apply in the case of
fraud on the part of the beneficiary of such waiver.9.7
    
    The Purchasers, on behalf of themselves and each other member of the Purchasers Group,
hereby, irrevocably waives any and all claims arising as a result of events prior to
Completion against the officers, employees, workers and, in connection only with the sale of
the Shares, the agents of the Sellers Group and undertakes (if any claim is made against the
Sellers in connection with the sale of the Shares to the Purchasers) not to make any claim
against or seek any contribution from any such person (and undertake that no other person
claiming under or through them will make any such claim or seek any such contribution). The
waiver set out in this clause 9.7 shall cease to apply in the case of fraud on the part of the
beneficiary of such waiver.
 23




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9.8
    
    The provisions of Schedule 17 shall apply.
 10.
    
    RESTRICTIVE COVENANTS
 10.1
    
    Subject to clause 10.2, each of the Sellers and the Travelport Guarantor covenants with
the Purchasers and each Group Company (with the intention of assuring to the Purchasers the
full benefit and value of the goodwill and connections of the Group and as a constituent part
of the agreement for the sale of the Shares) that, except with the consent in writing of the
Purchasers:
 (i)
    
    for the period of 2 years after Completion, it will not either on its own
account or in conjunction with or on behalf of any other person (other than as a holder
of shares in a company carrying on such a business where the shareholding is for
investment purposes only and does not confer a degree of control amounting to or
exceeding material influence over the business in question) carry on or be engaged,
concerned or interested, directly or indirectly, whether as shareholder, director,
partner, agent or otherwise, in any business engaged in the provision of escorted tours
or wholesale distribution of hotel and other accommodation services to tour operators,
travel agents and other wholesalers as carried on at the date of this Agreement by any
Group Company (a Competing Business);
 (ii)
    
    for the period of 2 years after Completion, it will not either, on its own
account or in conjunction with or on behalf of any other person, solicit or entice away
or attempt to solicit or entice away from any Group Company, offer employment to or
employ, or offer to conclude any contract of services with, any Key Employee;
 (iii)
    
    it will not at any time hereafter make use of or disclose or divulge to
any person (other than to officers or employees of any Group Company whose province it
is to know the same) any information (other than any information properly available to
the public (otherwise than, directly or indirectly, as a result of a breach of this
clause) or disclosed or divulged pursuant to an order of a court of competent
jurisdiction or the rules of any Governmental or Regulatory Authority, including stock
exchange rules and regulations) relating to any Group Company, the identity of its
customers and suppliers, its products, finances, contractual arrangements, business or
methods of business;
 (iv)
    
    it will not at any time hereafter, save as otherwise provided herein, in
relation to any trade, business or company use a trade name, trade or service mark,
design or logo including any of the words Gullivers, GTA, Octopus, or
Travelcube or any word confusingly similar thereto (other than Travelport) in such
a way as to be capable of or likely to be confused with any trade name, trade or
service mark, design or logo of any Group Company (whether registered or not).
 10.2
    
    The undertakings in clause 10.1 do not prohibit any Seller, the Travelport Guarantor or
any Affiliate of a Seller or the Travelport Guarantor from:
 (i)
    
    holding or being interested in up to 10% of the outstanding issued share
capital of a company listed on the Official List and admitted to trading by London
Stock Exchange plc or traded on AIM or any other internationally reorganised stock
exchange;
 (ii)
    
    fulfilling any obligation pursuant to any of the Definitive Agreements
(including, without limitation, providing services to a Group Company in accordance
with the Transitional Services Agreement);
 24




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(iii)
    
    continuing its or their business as presently carried on or as such
businesses may evolve or develop or by acquisition of other GDS businesses, including
without limitation in relation to the electronic distribution of hotel inventory to
travel agents and other travel intermediaries whereby the travel intermediary utilises
the Travelport GDS system to access hotel rates and availability and to confirm
reservations between itself and the hotel using the Travelport GDS system, in a manner
consistent with other industry participants, including but not limited to Sabre and
Amadeus;
 (iv)
    
    without prejudice to the generality of (iii) above to, continue or evolve
or develop, the business or operations of or related to, the product offering or
product line presently characterised as or pertaining to Travelport Leisure or
Sprice (Travelport Leisure presently carrying on the business of distributing and
facilitating the sale of wholesale hotel and other accommodations, pre-packaged and
self packaged tours and related travel services offered by multiple providers (such as
the Group Companies and the Purchaser) to the client base of Travelport via the
internet and Sprice presently carrying on the business of a hotel and airfare
comparison website which also sells hotel rooms and airline tickets to consumers and to
the client base of Travelport via the internet);
 (v)
    
    being interested (whether directly or indirectly) in any equity or debt
securities issued by Orbitz Worldwide, Inc. or any successor entity thereof or any of
its or their subsidiaries or subsidiary undertakings;
 (vi)
    
    acquiring those securities of Orbitz Worldwide, Inc. (or its successor) not
presently owned by the Sellers Group;
 (vii)
    
    acquiring, directly or indirectly, shares in or the whole or any part of
the undertaking or assets of any company which carries on a Competing Business provided
that such business or interest therein is acquired as part of a larger acquisition or
series of related acquisitions and the value properly attributable to such part
carrying on the Competing Business does not at the date of acquisition amount to more
than 10% of the value of such larger acquisition or series of related acquisitions
taken as a whole; or
 (viii)
    
    engaging a Key Employee who:
 (a)
    
    responds to a general, non-targeted recruitment campaign;
or
 (b)
    
    whose employment with the Group has been terminated after
Completion by the Purchasers.
 10.3
    
    For the avoidance of doubt, the acquisition of the Travelport Guarantor whether by way of
acquisition of shares or merger or otherwise (or of the whole or a substantial part of the
business, assets or undertakings of the Sellers Group) by a person, in circumstances where
that person or its Affiliates (other than members of the Sellers Group) carry out or are
engaged, concerned or interested, directly or indirectly, whether as a shareholder, director,
partner, agent or otherwise, in a Competing Business (otherwise than by virtue of such
acquisition) shall not of itself constitute a breach by any member of the Sellers Group or
that person of the undertakings in this clause 10.
 10.4
    
    Each of the restrictions contained in clause 10.1 is separate and severable and in the
event of any such restriction being determined to be unenforceable in whole or in part for any
reason, that unenforceability shall not affect the enforceability of the remaining
restrictions or (in the case of restrictions unenforceable in part) the remainder of that
restriction.
 25




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10.5
    
    While the restrictions contained in clause 10.1 are considered by the Parties to be
reasonable in all the circumstances, it is recognised that restrictions of the nature in
question may fail for technical reasons and accordingly it is hereby agreed and declared that
if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in
all the circumstances for the protection of the interests of the Purchasers but would be valid
if part of the wording thereof were deleted or the periods thereof reduced or the range of
activities or area dealt with thereby reduced in scope, the said restriction shall apply with
such modifications as may be necessary to make it valid and effective.
 10.6
    
    The Sellers and the Travelport Guarantor shall procure that each member of the Sellers
Group and their respective subsidiaries and subsidiary undertakings from time to time shall be
bound by and observe the provisions of this clause 10 as if they were parties covenanting with
the Purchasers in the same terms.
 11.
    
    THE PURCHASERS WARRANTIES AND UNDERTAKINGS
 11.1
    
    Each Purchaser and the Kuoni Guarantor hereby warrants to each of the Sellers that:
 (i)
    
    it has full power and authority to enter into and perform each of the
Definitive Agreements to which its is a party and each of the Definitive Agreements
constitutes or will, when executed, constitute binding obligations on it in accordance
with their terms, subject to any principles of equity or insolvency law;
 (ii)
    
    the obligations of it and any other relevant member of the Purchasers
Group under this Agreement and each of the other Definitive Agreements to which it or
such other member of the Purchasers Group is a party constitute legal, valid and
binding obligations of it and any other relevant member of the Purchasers Group
respectively in accordance with their respective terms;
 (iii)
    
    it has obtained all applicable governmental, statutory, regulatory or
other consents, licences, waivers or exemptions required to empower it to enter into
and to perform its obligations under the Definitive Agreements;
 (iv)
    
    it has been duly incorporated, and is duly organised and is validly
existing under the laws of the place of its incorporation;
 (v)
    
    the execution and delivery of, and the performance by it and any other
relevant member of the Purchasers Group of their respective obligations under each of
the Definitive Agreements to which it or such other member of the Purchasers Group is
or shall to be a party will not:
 (a)
    
    result in a breach of any provision of the memorandum or
articles of association or other constitutional document of it or other
relevant member of the Purchasers Group;
 (b)
    
    result in a breach of, or constitute a default under, any
agreement or instrument to which it or other relevant member of the Purchasers
Group is a party or by which any of it or other relevant member of the
Purchasers Group is bound;
 (c)
    
    result in a breach of any order, judgment or decree of any
Governmental or Regulatory Authority to which it or other relevant member of
the Purchasers Group is a party or by which it or other relevant member of the
Purchasers Group is bound; or
 26




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(d)
    
    save as contemplated by this Agreement, require the consent
of its shareholders or of any other person;
 (vi)
    
    no action, consent or approval of, filing with or notice to any competent
Governmental or Regulatory Authority on the part of it or any other member of the
Purchasers Group is required in connection with the execution and performance by any
member of the Purchasers Group of any Definitive Agreement to which it is or shall be
a party or the consummation of the transactions contemplated thereby; and
 (vii)
    
    its board, at a meeting duly called and held prior to the date hereof, and
not subsequently rescinded or modified in any way, has duly (i) approved this Agreement
and determined that this Agreement and the transactions contemplated hereby are in its
best interests.
 11.2
    
    From the Completion Date, on reasonable notice:
 (i)
    
    the Purchasers shall give the Sellers and any persons authorised by them
reasonable access to the premises (including the Properties) and all the books and
records and title deeds of each Group Company, and shall instruct the directors and
employees of each Group Company promptly to give all such information, co-operation and
explanations to the Sellers or any person authorised by them as such persons may
reasonably request for the purposes of the Sellers tax affairs and also undertaking
their audit in respect of the financial reference period during which Completion
occurs;
 (ii)
    
    the Sellers shall give the Purchasers and any persons authorised by it
reasonable access to the premises of the Sellers Group and all the books and records
and title deeds of each relevant member of the Sellers Group, and shall instruct the
directors and employees of each member of the Sellers Group promptly to give all such
information, co-operation and explanations to the Purchasers or any person authorised
by it as such persons may reasonably request for the purposes of the Purchasers or the
Groups tax affairs and also undertaking their audit in respect of the financial
reference period during which Completion occurs.
 11.3
    
    Within 15 Business Days of the date of this Agreement, the Purchasers shall submit or
procure submission of the filing in relation to the Transaction to the Brazilian anti-trust
authorities.
 11.4
    
    The Purchasers hereby agree to indemnify the Sellers on demand in respect of any loss,
liability, damage, cost charge or expense of whatever nature and howsoever caused, suffered or
incurred by the Sellers or any of their Affiliates from time to time arising from or otherwise
pertaining to the inclusion of any information or data relating to any Seller, any member of
the Sellers Group or any member of the Group in any prospectus or other public document
(whether included specifically or by reference) published or otherwise released to the public
pursuant to any equity financing raised by any member of the Purchasers Group (including,
without limitation, the Kuoni Guarantor) for the purposes of financing the Transaction
(whether directly or indirectly) or refinancing any debt funding or similar commitments taken
out in connection with the Transaction.
 12.
    
    TRAVELPORT GUARANTEE
 12.1
    
    In consideration of the Purchasers entering into this Agreement, the Travelport Guarantor
irrevocably and unconditionally:
 (i)
    
    guarantees to the Purchasers each and every obligation and liability the
Sellers or any Affiliate may now or hereafter have to the Purchasers under the
Definitive
 27




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Agreements (whether solely or jointly with one or more persons and whether as
principal or as surety or in some other capacity) and promises to:
 (a)
    
    pay to the Purchasers from time to time on demand the
unpaid balance of every sum now or hereafter owing, due or payable by the
Sellers to the Purchasers in respect of any such liability; and
 (b)
    
    perform for, or procure performance by, the Sellers from
time to time on demand any outstanding obligation of the Sellers to the
Purchasers in respect of such obligation;
 (ii)
    
    undertakes to the Purchasers that whenever the Sellers do not pay any
amount or perform any obligation under the Definitive Agreements it shall on demand pay
that amount or perform (or procure the performance of) that obligation as if it were
the principal obligor; and
 (iii)
    
    agrees as a primary obligation to indemnify the Purchasers from time to
time on demand from and against any losses, costs or expenses incurred by the
Purchasers as a result of any such obligation or liability under the Definitive
Agreements being or becoming void, voidable, unenforceable or ineffective as against
the Sellers for any reason whatsoever, whether or not known to the Purchasers (the
amount of such losses, costs and expenses shall include the amount which the Purchasers
would otherwise have been entitled to recover from the Sellers).
 12.2
    
    The guarantee and indemnity contained in clause 12.1 are in respect of all of the
obligations and liabilities of the Sellers to the Purchasers under the Definitive Agreements
(the Guaranteed Liabilities).
 12.3
    
    The obligations of the Travelport Guarantor contained in this clause 12 shall be in
addition to and independent of every other security which the Purchasers may at any time hold
in relation to any of the Guaranteed Liabilities.
 12.4
    
    Neither the obligations of the Travelport Guarantor contained in this Agreement nor the
rights, powers and remedies conferred in respect of the Travelport Guarantor upon the
Purchasers by this clause 12 or by law shall be discharged, impaired or otherwise affected by:
 (i)
    
    the winding up, insolvency, dissolution, administration, reorganisation or
other similar proceedings of any Seller or any other person or any change in its
status, function, control or ownership;
 (ii)
    
    any of the Guaranteed Liabilities or any of the obligations of any Seller
or any other person under any security relating to any of the Guaranteed Liabilities
being or becoming illegal, invalid, unenforceable or ineffective in any respect;
 (iii)
    
    any time, waiver, consent or other indulgence granted or agreed to be
granted to any Seller or any other person in respect of any of the Guaranteed
Liabilities or under any other security;
 (iv)
    
    any amendment to, or any variation, waiver or release of, any of the
Guaranteed Liabilities or of any person under any other security;
 (v)
    
    any failure to take, or fully to take, any security agreed to be taken in
relation to any of the Guaranteed Liabilities;
 28




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(vi)
    
    any failure to realise or fully to realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of any of the
Guaranteed Liabilities; or
 (vii)
    
    any other act, event or omission which, but for this clause 12.4 might
operate to discharge, impair or otherwise affect any of the obligations of Travelport
Guarantor contained in this clause 12 or any of the rights, powers or remedies
conferred upon the Purchasers by this clause 12 or by Law.
 12.5
    
    Any settlement or discharge given by the Purchasers to the Travelport Guarantor in
respect of the Travelport Guarantors obligations under this clause 12 or any other agreement
reached between the Purchasers and the Travelport Guarantor in relation to it shall be, and be
deemed always to have been, void if any act on the faith of which such Purchasers gave the
Travelport Guarantor that settlement or discharge or entered into that agreement is
subsequently avoided by or in pursuance of any applicable law.
 12.6
    
    The Purchasers shall not be obliged before exercising any of the rights, powers or
remedies conferred upon it in respect of the Travelport Guarantor by this clause 12 or by Law:
 (i)
    
    to make any demand of any Seller;
 (ii)
    
    to take any action or obtain judgment in any court against any Seller;
 (iii)
    
    to make or file any claim or proof in a winding up or dissolution of any
Seller; or
 (iv)
    
    to enforce or seek to enforce any security taken in respect of any of the
obligations of any Seller in respect of the Guaranteed Liabilities.
 12.7
    
    The Travelport Guarantor agrees that, so long as any Seller is under any actual or
contingent obligations in respect of any of the Guaranteed Liabilities, the Travelport
Guarantor shall not exercise any rights which the Travelport Guarantor may at any time have by
reason of performance by it of its obligations under this Agreement:
 (i)
    
    to be indemnified by any Seller or to receive any collateral from the any
Seller;
 (ii)
    
    to claim any contribution from any other guarantor of any of the Guaranteed
Liabilities; and/or
 (iii)
    
    to take the benefit (in whole or in part and whether by way of subrogation
or otherwise) of any rights of any Seller in respect of any of the Guaranteed
Liabilities of any other security taken pursuant to, or in connection with, any of the
Guaranteed Liabilities by the Purchasers.
 12.8
    
    The obligations of the Travelport Guarantor contained in this clause 12 shall constitute
and be continuing obligations notwithstanding any settlement of account or other matter or
thing whatsoever, and shall not be considered satisfied by any intermediate payment or
satisfaction of all or any of the obligations of any of the Sellers in relation to any of the
Guaranteed Liabilities and shall continue in full force and effect until final payment in full
of all amounts owing by the Sellers in respect of the Guaranteed Liabilities and total
satisfaction of all the Sellers actual and contingent obligations in relation to the
Guaranteed Liabilities.
 13.
    
    KUONI GUARANTEE
 13.1
    
    In consideration of the Sellers entering into this Agreement, the Kuoni Guarantor
irrevocably and unconditionally:
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(i)
    
    guarantees to the Sellers each and every obligation and liability the
Purchasers or any Affiliate may now or hereafter have to the Sellers under this
Agreement and the Transitional Services Agreement (whether solely or jointly with one
or more persons and whether as principal or as surety or in some other capacity) and
promises to:
 (a)
    
    pay to the Sellers from time to time on demand the unpaid
balance of every sum now or hereafter owing, due or payable by the Purchasers
to the Sellers in respect of any such liability; and
 (b)
    
    perform for, or procure performance by, the Purchasers from
time to time on demand any outstanding obligation of the Purchasers to the
Sellers in respect of such obligation;
 (c)
    
    undertakes to the Sellers that whenever the Purchasers do
not pay any amount or perform any obligation under this Agreement it shall on
demand pay that amount or perform (or procure the performance of) that
obligation as if it were the principal obligor; and
 (d)
    
    agrees as a primary obligation to indemnify the Sellers
from time to time on demand from and against any losses incurred by the Seller
as a result of any such obligation or liability under this Agreement being or
becoming void, voidable, unenforceable or ineffective as against the Purchasers
for any reason whatsoever, whether or not known to the Sellers (the amount of
such losses shall include the amount which the Sellers would otherwise have
been entitled to recover from the Purchasers).
 13.2
    
    The guarantee and indemnity contained in clause 13.1 are in respect of all of the
obligations and liabilities of the Purchasers to the Sellers under this Agreement (the
Guaranteed Liabilities).
 13.3
    
    The obligations of the Kuoni Guarantor contained in this clause 13 shall be in addition
to and independent of every other security which the Sellers may at any time hold in relation
to any of the Guaranteed Liabilities.
 13.4
    
    Neither the obligations of the Kuoni Guarantor contained in this Agreement nor the
rights, powers and remedies conferred in respect of the Kuoni Guarantor upon the Sellers by
this clause 13 or by law shall be discharged, impaired or otherwise affected by:
 (i)
    
    the winding up, insolvency, dissolution, administration, reorganisation or
other similar proceedings of the Purchasers or any other person or any change in its
status, function, control or ownership;
 (ii)
    
    any of the Guaranteed Liabilities or any of the obligations of the
Purchasers or any other person under any security relating to any of the Guaranteed
Liabilities being or becoming illegal, invalid, unenforceable or ineffective in any
respect;
 (iii)
    
    any time, waiver, consent or other indulgence granted or agreed to be
granted to the Purchasers or any other person in respect of any of the Guaranteed
Liabilities or under any other security;
 (iv)
    
    any amendment to, or any variation, waiver or release of, any of the
Guaranteed Liabilities or of any person under any other security;
 (v)
    
    any failure to take, or fully to take, any security agreed to be taken in
relation to any of the Guaranteed Liabilities;
 30




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(vi)
    
    any failure to realise or fully to realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of any of the
Guaranteed Liabilities; or
 (vii)
    
    any other act, event or omission which, but for this clause 13.4 might
operate to discharge, impair or otherwise affect any of the obligations of the Kuoni
Guarantor contained in this clause 13 or any of the rights, powers or remedies
conferred upon the Sellers by this clause 13 or by Law.
 13.5
    
    Any settlement or discharge given by any of the Sellers to the Kuoni Guarantor in respect
of the Kuoni Guarantors obligations under this clause 13 or any other agreement reached
between any of the Sellers and the Kuoni Guarantor in relation to it shall be, and be deemed
always to have been, void if any act on the faith of which such Sellers gave the Kuoni
Guarantor that settlement or discharge or entered into that agreement is subsequently avoided
by or in pursuance of any applicable law.
 13.6
    
    The Sellers shall not be obliged before exercising any of the rights, powers or remedies
conferred upon them in respect of the Kuoni Guarantor by this clause 13 or by Law:
 (i)
    
    to make any demand of the Purchasers;
 (ii)
    
    to take any action or obtain judgment in any court against the Purchasers;
 (iii)
    
    to make or file any claim or proof in a winding up or dissolution of the
Purchasers; or
 (iv)
    
    to enforce or seek to enforce any security taken in respect of any of the
obligations of the Purchasers in respect of the Guaranteed Liabilities.
 13.7
    
    The Kuoni Guarantor agrees that, so long as the Purchasers are under any actual or
contingent obligations in respect of any of the Guaranteed Liabilities, the Kuoni Guarantor
shall not exercise any rights which the Kuoni Guarantor may at any time have by reason of
performance by it of its obligations under this Agreement:
 (i)
    
    to be indemnified by the Purchasers or to receive any collateral from the
Purchasers;
 (ii)
    
    to claim any contribution from any other guarantor of any of the Guaranteed
Liabilities; and/or
 (iii)
    
    to take the benefit (in whole or in part and whether by way of subrogation
or otherwise) of any rights of the Sellers in respect of any of the Guaranteed
Liabilities of any other security taken pursuant to, or in connection with, any of the
Guaranteed Liabilities by the Sellers.
 13.8
    
    The obligations of the Kuoni Guarantor contained in this clause 13 shall constitute and
be continuing obligations notwithstanding any settlement of account or other matter or thing
whatsoever, and shall not be considered satisfied by any intermediate payment or satisfaction
of all or any of the obligations of the Purchasers in relation to any of the Guaranteed
Liabilities and shall continue in full force and effect until final payment in full of all
amounts owing by the Purchasers in respect of the Guaranteed Liabilities and total
satisfaction of all the Purchasers actual and contingent obligations in relation to the
Guaranteed Liabilities.
 14.
    
    RELEASE OF GUARANTEES AND LETTERS OF CREDIT
 14.1
    
    The Purchasers shall:
 (i)
    
    as soon as reasonably practicable but in any event within two (2) months
following the Completion Date, procure the release of the Travelport Letters of Credit;
and
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(ii)
    
    at Completion procure the release of the Travelport Letters of Guarantee,
 in the form and substance satisfactory to the Sellers and either the issuing bank or the
beneficiary of the relevant Travelport Letter of Guarantee and Travelport Letter of Credit,
and otherwise shall use its reasonable endeavours to procure the release, as soon as
reasonably practicable following Completion, of all other security, letters of credit,
guarantees and indemnities given by or binding upon any of the Sellers or any of their
Affiliates (which for the avoidance of doubt shall not include any Group Company) in
relation to any debt or obligation of any Group Company. Pending such release, the
Purchasers shall indemnify and keep indemnified the relevant Seller or its relevant
Affiliate on an after tax basis from and against all losses, costs or expenses arising out
of or in connection with such securities, letters of credit, guarantees and indemnities
(including, without limitation, the Travelport Letters of Credit and the Travelport
Guarantees). Any costs or expenses incurred by the Sellers Group which are associated with
maintaining the Travelport Letters of Credit after Completion shall be for the account of
the Purchasers and shall be paid by the Purchasers to the Sellers on demand.
 14.2
    
    The Sellers shall, at Completion, procure the releases referred to in Part A1 paragraph
(v) of Schedule 2 and, pending such releases, the Sellers shall indemnify and keep indemnified
the Purchasers as trustee for themselves and the Group Companies concerned on an after tax
basis from and against all losses, costs or expenses arising out of or in connection with any
such securities, guarantees and indemnities.
 14.3
    
    The Sellers agree to procure that the Sellers Group and the Group provides reasonable
access to relevant information relating to the Travelport Letters of Credit and Travelport
Letters of Guarantee and reasonable assistance to the Purchasers in its replacement of the
Travelport Letters of Credit and Travelport Letters of Guarantee in accordance with clause
14.1.
 15.
    
    EMPLOYEES
 15.1
    
    In relation to those Employee Payments which become due and payable at any time as a
direct result of consummation of the Transaction, the Sellers shall pay to the Purchasers and
the Purchasers shall procure that the relevant Group Companies are put in sufficient funds
(including amounts in respect of employers national insurance or similar contributions) so as
to allow such Group Companies to satisfy their obligations in full in respect thereof and the
Purchasers undertake that they shall procure that the relevant Group Companies shall satisfy
their respective obligations with respect to the Employee Payments in accordance with the
terms thereof.
 15.2
    
    If the payment of the Employee Payments by a Group Company and any employers National
Insurance Contributions payable in respect of such Employee Payments gives rise to a Relief
which is attributable to such payments by a Group Company and would not otherwise have arisen
and such Relief is used or set off against any liability of a Group Company to make an actual
payment of Tax, the Purchasers shall pay to the Sellers an amount equal to the Tax which would
otherwise have been paid by the Group Companies but for the use or set off of such Relief.
The due date for payment by the Purchasers to the Sellers under this clause 15.2 shall be the
date falling ten (10) Business Days after the last date on which a Group Company would have
been due to make an actual payment of the Tax which would have been payable but for the use or
set-off of the Relief, without incurring a liability to interest or penalties in respect of
such Tax. If the Purchasers have made a payment to the Seller pursuant to this clause 15.2 but
it subsequently transpires that all or part of such payment should not have been paid (whether
or not by reference to facts that were known to the Purchasers or the employing company at
that time) as a consequence of a disallowance of a Relief arising in respect of an Employee
Payment and any associated employers National Insurance Contributions, the Sellers shall as
soon as is reasonably practical repay to the Purchasers an
 32




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amount equal to the amount that should not have been paid and such payment shall be treated
as a further adjustment to the Consideration.
 15.3
    
    Without liability to the Sellers, the Purchasers confirm that it is their present
intention to treat all Sale Business Employees fairly (and not prejudicially as compared to
an employee of equivalent office or level of seniority within the Purchasers Group):
 (i)
    
    in relation to the credit to be given to such employees in respect of their
period of service both prior to and following Completion if and to the extent that any
such employee becomes a participant in any employee benefit plan, practice or policy of
the Purchasers Group; and
 (ii)
    
    in relation to the value of their aggregate package of emoluments taken as
whole (salary, bonus and incentive opportunities and benefit plans (including
restricted cash and other long term incentive awards), programs and arrangements).
 15.4
    
    Following Completion:
 (i)
    
    the Purchasers hereby agree to notify the Sellers promptly, but in no event
less than ten days following, the date that any Information Participant has any change
in their employment or other service relationship with the Purchasers and/or the Group,
including in the event of the Information Participants death or separation from
service;
 (ii)
    
    the Purchasers hereby agree to cooperate (and to procure that the Group
will cooperate) in good faith with the Sellers in processing any tax withholding or
other payroll processing or withholding obligations the Sellers may have on account of
any payments it makes to any Payroll Participant following the Completion Date,
including but not limited to processing any such payments through the Groups payroll
systems (it being acknowledged and agreed that neither the Purchasers nor the Group
shall be liable to make any such payment unless the Sellers shall first have put the
relevant Group Company in sufficient funds to discharge any such payment);
 (iii)
    
    if any notification is provided by the Purchasers to the Sellers under
this clause, a copy of such notification shall also be sent by the Purchasers to the
following address: Travelport (For the attention of: Caroline Jowett-Ive (Head of
Compensation and Benefits)), Axis One, Axis Park, 10 Hurricane Way, Langley SL3 8AG
United Kingdom.
 16. D&O INSURANCE COVER AND TRANSITIONAL SERVICES AGREEMENT
 16.1
    
    For six years following the Completion Date, the Purchasers shall cause to be maintained
in effect, for the benefit of the Group Companies directors and officers, an insurance and
indemnification policy with an insurer with a Standard & Poors rating of at least A that
provides coverage for acts or omissions occurring prior to the Completion Date (the D&O
Insurance) covering each such person currently covered by the officers and directors
liability insurance policies held by or for the benefit of the Group Companies on terms with
respect to coverage and in amounts no less favourable than those of the Group Companies
directors and officers insurance policy in effect immediately prior to Completion.
 16.2
    
    The Purchasers acknowledge that all insurance coverage for the Group under policies of
the Sellers Group shall terminate as of Completion and, following Completion, no claims may
be brought against any policy of the Sellers Group in respect of the Group regardless of
whether the events underlying such claims arose prior to or after Completion except with
respect to workers compensation, general liability, or auto liability claims relating to the
Group that occurred or arise from events that occurred prior to Completion. The Purchasers
and the
 33




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Sellers shall cooperate, and cause their Affiliates to cooperate with each other in
submitting any claims on behalf of the Sellers, the Purchasers or the Group under the
respective workers compensation, general liability, or auto liability insurance policies
maintained by the Sellers Group. The Purchasers shall reimburse the Sellers for the
payment of claims, costs and expenses within the deductible or otherwise not covered under
such insurance policies, to the extent the Purchasers has requested the Sellers to pay on
its behalf. The Sellers agree to procure that the Sellers Group provides reasonable access
to relevant information relating to the insurance of the Group under the insurance policies
of the Sellers Group for the purposes of compliance with this clause 16.2.
 16.3
    
    The terms of Schedule 15 shall apply.
 17.
    
    EFFECT OF COMPLETION
 Any provision of this Agreement and any other documents referred to in it which is capable
of being performed after but which has not been performed at or before Completion and all
Warranties and covenants and other undertakings contained in or entered into pursuant to
this Agreement shall remain in full force and effect notwithstanding Completion.
 18.
    
    REMEDIES AND WAIVERS
 18.1
    
    No delay or omission by any Party to this Agreement in exercising any right, power or
remedy provided by law or under this Agreement or any other documents referred to in it shall:
 (i)
    
    affect that right, power or remedy; or
 (ii)
    
    operate as a waiver thereof.
 18.2
    
    The single or partial exercise of any right, power or remedy provided by law or under
this Agreement shall not preclude any other or further exercise of it or the exercise of any
other right, power or remedy.
 18.3
    
    The rights, powers and remedies provided in this Agreement are cumulative and not
exclusive of any rights, powers and remedies provided by law.
 18.4
    
    The rights and remedies of the Kuoni Guarantor and the Purchasers under this Agreement
shall not be affected, and each Sellers and the Travelport Guarantors liabilities under this
Agreement shall not be released, discharged or impaired, by:
 (i)
    
    Completion; or
 (ii)
    
    the failure to terminate this Agreement; or
 (iii)
    
    any information relating to any Group Company of which the Kuoni Guarantor
or the Purchasers have knowledge (actual, imputed or constructive) (other than, in
respect only of the Warranties, by reason of its being Disclosed) and no such
information shall prejudice any claim which the Kuoni Guarantor or the Purchasers shall
be entitled to bring or shall operate to reduce any amount recoverable by the Kuoni
Guarantor or the Purchasers under this Agreement.
 19.
    
    ASSIGNMENT
 19.1
    
    Save only as provided in clause 19.2 and 19.3, no Party shall assign, or purport to
assign, all or any part of the benefit of, or its rights or benefits under, this Agreement
together with any causes of action arising hereunder.
 34




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19.2
    
    The Purchasers or the Kuoni Guarantor may assign all or any part of the benefit of, or
its rights or benefits under, this Agreement together with any causes of action arising
hereunder to:
 (i)
    
    any member of the Purchasers Group provided that any such member of the
Purchasers Group (the Assignee) must assign back its rights to another member of the
Purchasers Group in the event that the Assignee should cease to be a member of the
Purchasers Group; or
 (ii)
    
    any bank or financial institution by way of security,
 provided that, in relation to (i) and (ii) above, no Seller shall be under any greater
obligation or liability thereby than if such assignment had never occurred and that the
amount of loss or damage recoverable by the assignee shall be calculated as if that person
had been originally named as a Purchaser in this Agreement (and, in particular, shall not
exceed the sum which would, but for such assignment, have been recoverable hereunder by the
Purchasers in respect of the relevant fact, matter or circumstance) and the Purchasers shall
notify the Sellers of any such assignment or purported assignment.
 19.3
    
    The Sellers may assign all or any part of the benefit of, or its rights or benefits
under, this Agreement together with any causes of action arising hereunder to any member of
the Sellers Group and shall notify the Purchasers of any such assignment or purported
assignment provided that any such member of the Sellers Group (the Assignee) must assign
back its rights to another member of the Sellers Group in the event that the Assignee should
cease to be a member of the Sellers Group.
 20.
    
    FURTHER ASSURANCE
 Each Seller agrees (at its own cost) to perform (or procure the performance of) all further
acts and things, and execute and deliver (or procure the execution and delivery of) such
further documents, as may be required by law or as the Purchasers may reasonably require,
whether on or after Completion, to implement and/or give effect to this agreement and the
transaction contemplated by this Agreement.
 21.
    
    ENTIRE AGREEMENT
 21.1
    
    Each Party acknowledges and agrees with the other Parties that:
 (i)
    
    the Definitive Agreements and the Confidentiality Agreement constitute the
entire and only agreement and understanding between the Parties relating to the subject
matter of the Definitive Agreements and the Confidentiality Agreement and supersede all
previous agreements understandings or arrangements whether oral or in writing, between
the Parties relating to the transactions contemplated by the Definitive Agreements and
the Confidentiality Agreement;
 (ii)
    
    it has not been induced to enter into the Definitive Agreements and the
Confidentiality Agreement in reliance upon, nor has it been given by any other Party or
any of their respective Affiliates, or any of their respective employees,
representatives, agents or advisers or any other person, nor does it rely upon, any
warranty, representation, statement, assurance, covenant, agreement, undertaking,
indemnity or commitment of any nature whatsoever (in any case whether written, oral or
implied) other than as are expressly set out in the Definitive Agreements and the
Confidentiality Agreement and, to the extent that any of them have been, it
unconditionally and irrevocably waives any claims, rights or remedies which any of them
might otherwise have had in relation thereto;
 35




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(iii)
    
    the only remedies available to it in respect of the Definitive Agreements
or of any misrepresentations or untrue statement are damages for breach of contract
and, for the avoidance of doubt, it shall have no right to rescind or terminate any
Definitive Agreement either for breach of contract or for negligent or incorrect
misrepresentation or otherwise; and
 (iv)
    
    any statutory or common law warranties, representations or conditions that
are not expressly set out or referred to in the Definitive Agreements and which might
otherwise be implied in respect of the transactions contemplated by the Definitive
Agreements are expressly excluded,
 PROVIDED THAT the provisions of this clause 21 (Entire Agreement) shall not exclude any
liability which any Party has or would otherwise have to any other Party or any right which
any of them may have to rescind any Definitive Agreement, in respect of any statements made
fraudulently by any of them prior to the entry into the relevant Definitive Agreement or any
rights which any of them may have in respect of fraudulent concealment by any of them.
 22.
    
    VARIATIONS
 This Agreement may be varied only by a written document signed by or on behalf of each of
the Parties.
 23.
    
    NOTICES
 23.1
    
    A notice under this Agreement shall only be effective if it is in writing. Faxes are
permitted.
 23.2
    
    Notices under this Agreement shall be sent to a Party to this Agreement at its address
for the attention of the individual set out below:
 Party
    
    Fax No.
    
    AddressThe Sellers, the Travelport
Guarantor and all or any of
them
    
    +1 770 563 78 78
    
    300 Galleria Parkway
Atlanta, Georgia 30339
USAwith a copy to each of :FAO: General Counsel
    
    +44-(0)1753-288-217
    
    Axis Park10 Hurricane Way
Langley, Berkshire SL3 8US
EnglandAND+44 (0)207 469 2001
    
    Kirkland & Ellis
International LLP
30 St. Mary Axe 
London 
EC3A 8AF 
FAO Graham White/Daniel 
OatesThe Purchasers and the
Kuoni Guarantor
    
    +41 (0)44 277 4031
    
    Neue Hard 7
CH-8010 Zurich
Switzerland
 36




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##### 



FAO: Martin Simeonprovided that a Party may change its notice details on giving notice to the other Party of
the change in accordance with this clause 23 (Notices). That notice shall only be effective
on the day falling five clear Business Days after the notification has been received or such
later date as may be specified in the notice.
 23.3
    
    Any notice given under this Agreement shall, in the absence of earlier receipt, be deemed
to have been duly given as follows:
 (i)
    
    if delivered personally, on delivery;
 (ii)
    
    if sent by first class post, two clear Business Days after the date of
posting; and
 (iii)
    
    if sent by facsimile, when despatched.
 23.4
    
    Any notice given under this Agreement outside Working Hours in the place to which it is
addressed shall be deemed not to have been given until the start of the next period of Working
Hours in such place.
 24.
    
    ANNOUNCEMENTS
 24.1
    
    The Parties hereby agree to the release of the Press Announcements at or around 6am CET
on 7 March 2011 or thereafter.
 24.2
    
    Save for the Press Announcements, no announcement concerning the sale of the Shares or
any ancillary matter shall be made by any Party without the prior written approval of the
other Parties, such approval not to be unreasonably withheld or delayed. This clause does not
apply in the circumstances described in clause 24.3.
 24.3
    
    Either Party may, after consultation with the other Party make an announcement concerning
the sale of the Shares or any ancillary matter if required by:
 (i)
    
    applicable Law; or
 (ii)
    
    any securities exchange or Governmental or Regulatory Authority to which
that Party is subject or submits, wherever situated,
 in which case the Party concerned shall take all such steps as may be reasonable and
practicable in the circumstances to agree the contents and timing of such announcement with
the other Party before making such announcement provided that no further consultation shall
be required in respect of the Prospectus, the notice convening the General Meeting and any
other public disclosure made by the Kuoni Guarantor in connection with the proposed capital
raising and consummation of this Transaction, provided that the content of such disclosures
is not inconsistent with the obligations of the Kuoni Guarantor under clause 3.3.
 24.4
    
    The restrictions contained in this clause 24 shall continue to apply after Completion or
termination of this Agreement without limit in time.
 25.
    
    CONFIDENTIALITY
 25.1
    
    Each Party to this Agreement shall treat as confidential all information obtained as a
result of entering into or performing this Agreement which relates to:
 (i)
    
    the provisions of this Agreement;
 (ii)
    
    the negotiations relating to this Agreement;
 37




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(iii)
    
    the subject matter of this Agreement; or(iv)
    
    any other Party
 25.2
    
    Notwithstanding the other provisions of this clause, any Party may disclose Confidential
Information:
 (i)
    
    if and to the extent required by applicable Law;(ii)
    
    if and to the extent required by any securities exchange or Governmental or
Regulatory Authority to which that Party is subject wherever situated;(iii)
    
    to its professional advisers, auditors and bankers on a need to know basis
provided that each person to whom disclosure is made is advised of the confidentiality
obligations under this Agreement and agrees to be bound thereby;(iv)
    
    if and to the extent the information has come into the public domain through no
fault of that Party; or(v)
    
    if and to the extent the other Parties have given prior written consent to the
disclosure.
 Any information to be disclosed pursuant to this clause 25.2 shall be disclosed only after
consultation with the other Parties.25.3
    
    The restrictions contained in this clause 25 (Confidentiality) shall continue to apply after
Completion or termination of this Agreement without limit in time and shall be in addition to
any confidentiality obligations of the Purchasers set out therein. In the event of any
inconsistency or conflict in the terms of this clause 25 and the terms of the Confidentiality
Agreement, the latter shall prevail.
 26.
    
    COSTS AND EXPENSES26.1
    
    Except as otherwise stated in any other provision of this Agreement, each Party to this
Agreement shall pay its own costs and expenses in relation to the negotiations leading up to
the sale and purchase of the Shares and the preparation, execution and carrying into effect of
this Agreement, the other Definitive Agreements, and all other documents referred to in this
Agreement.26.2
    
    Each Seller and the Travelport Guarantor undertakes to the Purchasers that no Group Company
has paid or will pay (in connection with the sale and purchase contemplated by this Agreement)
any legal, accounting or other professional charges, fees, expenses or commissions relating to
the sale of the Shares including, without limitation, any such costs incurred in connection
with any investigation of the affairs of the Group or the negotiation, preparation, execution
and carrying into effect of this Agreement.26.3
    
    Any registration or stamp duties payable in any jurisdiction in respect of the sale and
purchase of the Shares shall be borne as to 100% by the Purchasers. The Purchasers shall be
responsible for arranging the payment of all such duties including fulfilling any
administrative or reporting obligation imposed by the jurisdiction in question in connection
with the payment of such duties.26.4
    
    If any Party defaults in the payment when due of any sum payable under this Agreement
(howsoever determined), the liability of the relevant Party shall be increased to include
interest on such sum from the date when such payment is due until the date of actual payment
 38




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##### 



(as well after as before judgment) at the rate of 7.5% per annum. Such interest shall
accrue from day to day.27.
    
    COUNTERPARTS27.1
    
    This Agreement may be executed in any number of counterparts, and by the Parties on separate
counterparts, but shall not be effective until each Party has executed at least one
counterpart.27.2
    
    Each counterpart shall constitute an original of this Agreement, but all the counterparts
shall together constitute but one and the same instrument.28.
    
    SEVERABILITYIf any provision of this Agreement is held by a court of competent jurisdiction to be
illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then
such provision shall (so far as it is invalid or unenforceable) be given no effect and shall
be deemed not to be included in this Agreement but without invalidating any of the remaining
provisions of this Agreement. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid
or unenforceable. The Parties shall then use all reasonable endeavours to replace the
invalid or unenforceable provision(s) by a valid and enforceable substitute provision the
effect of which is as close as possible to the intended effect of the invalid or
unenforceable provision.29.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999Save as otherwise expressly provided in this Agreement and except in respect of clause 9.6
and 9.7 which may be enforced by the persons referred to therein and clause 10.1 which may
be enforced by any relevant Group Company, the Parties do not intend that any term of this
Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act
1999, by any person who is not a Party. Notwithstanding the foregoing, any benefits
conferred by this Agreement on any third party by virtue of such statute, the Parties may
agree to vary or rescind this Agreement without any third partys consent.30.
    
    GOVERNING LAWThis Agreement shall be governed by and construed in accordance with English law.31.
    
    JURISDICTION31.1
    
    The courts of England are to have exclusive jurisdiction to settle any dispute arising out of
or in connection with this Agreement. Any Proceedings shall be brought in the English courts.31.2
    
    Each Party waives (and agrees not to raise) any objection, on the ground of forum non
conveniensor on any other ground, to the taking of proceedings in the English courts. Each
Party also agrees that a judgment against it in Proceedings brought in England shall be
conclusive and binding upon it and may be enforced in any other jurisdiction.31.3
    
    Each Party irrevocably submits and agrees to submit to the jurisdiction of the English
courts.31.4
    
    The Kuoni Guarantor and each Purchaser irrevocably appoints Kuoni UK to be its agent for the
receipt of Service Documents. The Kuoni Guarantor and each Purchaser agrees that any Service
Document may be effectively served on it in connection with Proceedings in England and Wales
by service on its agent effected in any manner permitted by the Civil Procedure Rules.
 39




---



##### 



31.5
    
    Each Seller and the Travelport Guarantor irrevocably appoints General Counsel of Travelport
International Limited, Axis Park, 10 Hurricane Way, Langley, Berkshire SL3 8US England, to be
its agent for the receipt of Service Documents. Each Seller and the Travelport Guarantor
agrees that any Service Document may be effectively served on it in connection with
Proceedings in England and Wales by service on its agent effected in any manner permitted by
the Civil Procedure Rules.31.6
    
    If any of the agents appointed pursuant to clause 31.4 or clause 31.5 at any time ceases for
any reason to act as such, the Party(ies) which originally appointed such agent shall appoint
a replacement agent having an address for service in England and shall notify the other
Parties of the name and address of the replacement agent. Failing such appointment and
notification, any other Party shall be entitled by notice to the Party whose agent has ceased
to act to appoint a replacement agent to act on behalf of such Party and shall notify each
other Party if it does so. The provisions of this clause 31.6 applying to service on an agent
apply equally to service on a replacement agent.31.7
    
    A copy of any Service Document served on an agent appointed pursuant to clause 31.4, 31.5 or
31.6 by or on behalf of a Party shall be sent by post to such Party. Failure or delay in so
doing shall not prejudice the effectiveness of service of the Service Document.
 40




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##### 



IN WITNESS
 SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )GULLIVERS SERVICES LIMITED
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )TRAVELPORT (BERMUDA) LTD.
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:
 41




---



##### 



SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )TRAVELPORT INC.
    
    
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )TRAVELPORT LIMITED
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:
 42




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##### 



SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )KUONI REISEN HOLDING AG
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )KUONI HOLDINGS PLC
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )KUONI HOLDING DELAWARE, INC.
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:
 43




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##### 



SIGNEDby
    
    
    
    
    )for and on behalf of
    
    
    
    
    )KIT SOLUTION AG
    
    
    
    
    )in the presence of:
    
    
    
    
    
    
    
    Witness SignatureWitness name:Witness address:Witness occupation:
 44