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 Amendment and
Restatement Synthetic L/C Facility Fee) and (y) the daily maximum amount
then available to be drawn under such outstanding letter of credit in
accordance with Section 2.03(g) of the Travelport Credit Facility,
computed on a monthly basis in arrears and payable within five Business Days
after delivery of an invoice from Travelport therefor (if a letter of credit
does not meet the criteria set forth in clauses (i) and (ii) of this
subclause (b), the fee to be applied to such letter of credit pursuant to this Section 2.10(d)(iv)(4) shall
be calculated as set forth in subclause (a) of this Section 2.10(d)(iv)(4));
provided, that, with respect to those letters of credit issued and outstanding
as of December 31, 2008, and as set forth on Schedule 2.10 attached
hereto, the fee to be applied to such letters of credit pursuant to this


 

















 


Section 2.10(d)(iv)(4) shall
be as set forth on Schedule 2.10 and shall apply until such time as the
respective letter of credit is replaced, renewed or extended at which time the
fee to be applied to such replaced, renewed or extended letter of credit shall
be as set forth in subclause (b)(ii) of this Section 2.10(d)(iv)(4);
and”


 


Section 1.3             Section 2.10(e) of
the Separation Agreement is hereby amended to add the following sentences to
the end thereof:


 


“Travelport shall not be obligated to request
the issuance of letters of credit under the Travelport Credit Facility if such
letters of credit (i) are not in the ordinary course of OWW’s business, or
(ii) contain expiration periods, renewals or extensions (including
extensions of term) different from the terms of the original letter of credit
to which such renewal or extension relate.”


 


ARTICLE
II

MISCELLANEOUS


 


Section 2.1             This
Amendment shall become effective as of the date first written above.


 


Section 2.2             This
Amendment shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto or their successors in interest, except as expressly
provided in the Separation Agreement.


 


Section 2.3             Nothing
in this Amendment shall convey any rights upon any Person or entity which is
not a Party or a permitted assignee of a Party to the Separation Agreement.


 


Section 2.4             This
Amendment may be executed in counterparts, each of which shall be deemed to be
an original but all of which together shall constituted one and the same
agreement.


 


Section 2.5             This
Amendment shall be construed and enforced in accordance with, and the rights
and duties of the Parties shall be governed by, the laws of the State of New
York without regard to the principles of conflicts of law other than Section 5-1401
of the General Obligations Law of the State of New York.


 


Section 2.6             Each
Party to this Amendment agrees that, other than as expressly set out in this
Amendment, nothing in this Amendment is intended to alter the rights, duties,
obligations of the Parties under the Separation Agreement which shall remain in
full force and effect as amended hereby.


 


2

















 


IN WITNESS HEREOF, the parties have caused this Second Amendment to the
Separation Agreement to be executed and delivered as of the date first above
written.


 


 


	
   

  	
  TRAVELPORT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Eric J. Bock

  
	
   

  	
  Name:

  	
  Eric J. Bock

  
	
   

  	
  Title:

  	
  Executive Vice President and

  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ORBITZ WORLDWIDE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Marsha C. Williams

  
	
   

  	
  Name:

  	
  Marsha C. Williams

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief

  Financial Officer

  



 


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