SEPARATION AGREEMENT by and between TRAVELPORT LIMITED and ORBITZ WORLDWIDE, INC. Dated as of , 2007.Separation Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
SEPARATION AGREEMENT, dated as of , 2007, by and between ORBITZ WORLDWIDE, INC., a Delaware corporation (“OWW”), and TRAVELPORT LIMITED, a Bermuda company f/k/a TDS Investor (Bermuda) Ltd. (“Travelport”).
AMENDED EMPLOYMENT AGREEMENT (Steve Barnhart; President and CEO, Orbitz Worldwide.)Employment Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of June 15, 2007 by and among Travelport Limited (the “Company”) Orbitz Worldwide, Inc. (“Orbitz”) and Steve Barnhart (the “Executive”).
ContractTax Sharing Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
TAX SHARING AGREEMENT (this “Agreement”), dated as of , 2007, by and among Travelport Inc., a Delaware corporation (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation (“OWW”).
TRANSITION SERVICES AGREEMENT by and between TRAVELPORT INC. and ORBITZ WORLDWIDE, INC. Dated as of , 2007.Transition Services Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
This Transition Services Agreement (this “Agreement”) is by and between Travelport Inc., a Delaware corporation formerly known as B2B Newco, Inc. (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation (“OWW”). Each of Travelport and OWW is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in Section 10.18.
MASTER SUPPLY AND SERVICES AGREEMENTMaster Supply and Services Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services • London
This Master Supply and Services Agreement (“Agreement”) is dated as of , 2007 and effective as of the Effective Date (as hereinafter defined), is entered into by and among Orbitz Worldwide, LLC, a Delaware limited liability company with its principal place of business at 500 West Madison Street, Suite 1000, Chicago, Illinois 60661 (“Client”), Octopus Travel Group Limited, a company organized under the laws of England and Wales located at Gullivers House, 27 Goswell Road, London EC1M 7GT England (“Octopus”), and Donvand Limited, a company organized under the laws of England and Wales located at Gullivers House, 27 Goswell Road, London EC1M 7GT (“GTA” and, together with Octopus, “Supplier”).
NOTENote • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services
FOR VALUE RECEIVED, the undersigned, ORBITZ WORLDWIDE, LLC (the “Obligor”) hereby unconditionally promises to pay, on the date that is 7.5 years from the Closing Date (the “Maturity Date”) to TRAVELPORT LLC, a Delaware limited liability company (the “Lender”), or its registered assigns in lawful money of the United States of America and in immediately available funds, the principal amount of EIGHT HUNDRED THIRTY-FOUR MILLION SEVEN HUNDRED SIXTY-SIX THOUSAND TWO HUNDRED FOURTEEN DOLLARS ($834,766,214). The Obligor promises also to pay interest on the unpaid principal amount of such loan and advance in like money from the date of such loan and advance until paid at a rate equal to 10.25% per annum. Capitalized Terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), dated as of August 23, 2006, between TDS Investor Corporation, TDS Investor (Bermuda) Ltd
COMPLEMENTARY AND AMENDMENT AGREEMENTComplementary and Amendment Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services
This Complementary and Amendment Agreement (“Amendment”) complements and amends the Global Access Agreement between Amadeus IT Group, S.A. (f/k/a Amadeus Global Travel Distribution. S.A.) and eBookers Limited (f/k/a eBookers Plc.) (“EBOOKERS”) dated January 1, 2004 (the “Agreement”) and is effective September 1, 2006 (the “Amendment Effective Date”).
GLOBAL AGREEMENTGlobal Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services
Amadeus Global Travel Distribution, S.A., a Spanish Company with principal offices at Salvador de Madariaga, 1 - 28027 Madrid (Spain) (hereinafter referred to as “Amadeus”), and
NOTEOrbitz Worldwide, Inc. • June 29th, 2007 • Transportation services
FOR VALUE RECEIVED, the undersigned, ORBITZ WORLDWIDE, LLC (the “Obligor”) hereby unconditionally promises to pay, on the date that is 7.5 years from the Closing Date (the “Maturity Date”) to GALILEO INTERNATIONAL, INC., a Delaware corporation (the “Lender”), or its registered assigns in lawful money of the United States of America and in immediately available funds, the principal amount of TWENTY FIVE MILLION ONE HUNDRED NINETY-EIGHT THOUSAND FOUR HUNDRED SEVENTY EIGHT DOLLARS ($25,198,478). The Obligor promises also to pay interest on the unpaid principal amount of such loan and advance in like money from the date of such loan and advance until paid at a rate equal to 10.25% per annum. Capitalized Terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), dated as of August 23, 2006, between TDS Investor Corporation, TDS Investor (Bermuda) Ltd., Walton
AMENDMENT TO GLOBAL AGREEMENTGlobal Agreement • June 29th, 2007 • Orbitz Worldwide, Inc. • Transportation services
Amadeus Global Travel Distribution, S.A., a Spanish Company with principal offices at Salvador de Madariaga, 1 - 28027 Madrid (Spain) (hereinafter referred to as “Amadeus”), and
