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 A
