Exhibit 10.34
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:
ARTICLE I
AMENDMENTS
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 defined in the Travelport
Credit Facility for the Post-First Am
