AMENDMENT #2 TO TRANSITION SERVICES AGREEMENT
Exhibit 10.2
AMENDMENT
#2
TO TRANSITION SERVICES AGREEMENT
TO TRANSITION SERVICES AGREEMENT
THIS AMENDMENT #2 TO THE TRANSITION SERVICES AGREEMENT (the
“Amendment”) is effective as of March 31,
2008 (the “Effective Date”), by and among
Travelport Inc. (“Travelport”) and Orbitz
Worldwide, Inc. (“Orbitz”).
WITNESSETH:
WHEREAS, Orbitz and Travelport entered into a Transition
Services Agreement dated as of July 25, 2007 (the
“TSA”) under which each Party and their
Subsidiaries agreed to provide certain Services to the other
Party;
WHEREAS, each Party would like to modify certain Services to be
provided by the other Party or one of its Subsidiaries, and the
other Party has agreed to such requested modifications; and
WHEREAS, Travelport and Orbitz desire to amend the TSA to
summarize the modifications to the Services to be provided under
the TSA.
NOW THEREFORE, in consideration of the mutual covenants
contained herein, the Parties, intending to be legally bound,
hereby agreed that the following modifications are made to the
TSA:
1. The requested modifications to the TSA are set forth in
Attachment 1, which is attached hereto and incorporated by this
reference, each of which is labeled as a “Requested
Modification”. For each Requested Modification, the Current
TSA Provision will be replaced by the Revised TSA Provision set
forth in Attachment 1. The relevant section reference to the TSA
has been provided for each Requested Modification.
2. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the TSA, the
Separation Agreement, and the schedules and exhibits thereto.
3. Except as otherwise expressly provided herein, all terms
and conditions of the TSA shall continue in full force and
effect.
4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all
of which, when taken together, shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment to
the TSA to be effective as of the date first above written.
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Travelport Inc.
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Orbitz Worldwide, Inc. | |
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By:
/s/ Xxxxxxx
X. Xxxxxx |
By:
/s/ Xxxxxxxxx
X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx | |
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Title: Sr VP & CTO
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Title: Vice President & Treasurer | |
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Date:
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Date: |
