SECOND AMENDMENT TO THE SEPARATION
AGREEMENT
This
Second Amendment (this “Amendment”), dated as of
January 23, 2009, between Travelport Limited
(“Travelport”) and Orbitz Worldwide, Inc.
(“OWW” and together with Travelport, the
“Parties”) is entered into to amend the Separation
Agreement, dated as of July 25, 2007, between the Parties (as
amended by the First Amendment thereto dated May 5, 2008, the
“Separation Agreement”). Capitalized terms used herein
shall have the respective meanings ascribed thereto in the
Separation Agreement unless herein defined.
WHEREAS,
Section 10.9 of the Separation Agreement provides that the
Separation Agreement may be amended, modified or supplemented by
written agreement of the Parties; and
WHEREAS,
each of Travelport and OWW has determined that it is in its best
interests to authorize and approve the agreements set forth
herein.
NOW,
THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, it is mutually agreed as follows:
Section 1.1 Section 1.2 of the Separation
Agreement is hereby amended by replacing “March 31,
2009” with March 31, 2010”.
Section 1.2 Section 2.10(d)(iv)(4) of the
Separation Agreement is hereby amended by adding “(a)”
before “fees” in the first line, deleting the word
“and” at the end thereof and adding the following
sentences to the end thereof:
“(b) solely
in the case of any letter of credit (i) newly issued after
December 31, 2008 but prior to March 31, 2010 that does
not replace, renew or extend one or more letters of credit issued
for substantially the same purpose prior to such date or
(ii) issued after December 31, 2008 but prior to
March 31, 2010 to replace, renew or extend (including an
extension of term) a letter of credit existing prior to
December 31, 2008 within 90 days prior to the expiration
date of such existing letter of credit, fees on such letters of
credit outstanding equal to the product of (x) 200 basis
points plus the Applicable Rate (as such term is defin
