Exhibit 10.1
FIRST AMENDMENT TO THE
SEPARATION AGREEMENT
This First
Amendment (this “Amendment”), dated as of May 5,
2008, 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 (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:
ARTICLE
I
AMENDMENTS
Section 1.1
Section 1.1 of the Separation Agreement is hereby amended
to
(a)
Insert the following definition:
“ Parent of Travelport ”
means any Person that, as of the time in question, directly or
indirectly, (i) owns fifty percent (50%) or more of the voting
or capital stock of Travelport or (ii) owns fifty percent
(50%) or more of the economic interest in Travelport or has the
power to elect or direct the election of fifty percent (50%) or
more of the members of the governing body of Travelport or that
otherwise has control over Travelport.
(b)
Amend the following definitions to read in their entirety as
follows:
“ Travelport Affiliated Group
” means, collectively, (i) Travelport, (ii) any
direct or indirect Parent of Travelport now or hereafter existing
and (iii) all direct and indirect Subsidiaries of Persons
referred to in the foregoing clauses (i) and (ii), other than
members of the OWW Affiliated Group, now or hereafter
existing.
“ Trigger Date ” means the
first date on which the Travelport Affiliated Group ceases to
beneficially own Voting Stock entitled to fifty percent (50%) or
more of the votes entitled to be cast by the then outstanding
Voting Stock.
Section 1.2
Article I of the Separation Agreement is hereby amended to
insert the section set forth below:
Section 1.2
Calculation of Aggregate Voting Stock .
Notwithstanding any provision of this Agreement to the contrary,
during the period beginning January 1, 2008
through and
including March 31, 2009, the Travelport Affiliated Group
shall be deemed for all purposes under this Agreement, including,
but not limited to, the definition of Trigger Date (but not for any
other purpose) to beneficially own, in the aggregate, Voting Stock
entitled to fifty one percent (51%) of the votes entitled to be
cast by the then outstanding Voting Stock.
Section 1.3
The initial paragraph of Section 2.10(d) of the
Separation Agreement is hereby amended by striking the phrase
“or members of the Travelport Affiliated Group no longer
owning in the aggregate at least 50.1% of the equity of OWW on a
fully-diluted basis, then:” and replacing it with “or
the Travelport Affiliated Group no longer beneficially owns, in the
aggregate, Voting Stock entitled to fifty percent (50%) or more of
the votes entitled to be cast by the then outstanding Voting Stock,
then:”.
Section 1.4
Section 2.10(d)(iv)(4) of the Separation Agreement is
hereby amended to:
(a) &
