Orbitz 2008 Annual Report Download - page 27

obsolete or worn out equipment and (2) the lease, assignment or sublease of any real or personal property, in each case, in the ordinary
course of business;
•
any change in our authorized capital stock or our creation of any class or series of capital stock;
•
the issuance or sale by us or one of our subsidiaries of any equity securities or equity derivative securities or the adoption of any equity
incentive plan, except for (1) the issuance of equity securities by us or one of our subsidiaries to Travelport or to another restricted
subsidiary of Travelport and (2) the issuance by us of equity securities under our equity incentive plans in an amount not to exceed
$15 million per year in fair market value annually;
•
the amendment of various provisions of our certificate of incorporation and bylaws;
•
the declaration of dividends on any class of our capital stock;
•
the authorization of any series of preferred stock;
•
the creation, incurrence, assumption or guaranty by us or any of our subsidiaries of any indebtedness, except for (1) up to $675 million of
indebtedness at any one time outstanding under our credit agreement and (2) up to $25 million of other indebtedness so long as we give
Travelport at least 15 days prior written notice of the incurrence thereof;
•
the creation, existence or effectiveness of any consensual encumbrance or consensual restriction by us or any of our subsidiaries on
(1) payment of dividends or other distributions, (2) payment of indebtedness, (3) the making of loans or advances and (4) the sale, lease or
transfer of any properties or assets, in each case, to Travelport or any of its restricted subsidiaries;
•
any change in the number of directors on our board of directors, the establishment of any committee of the board, the determination of the
members of the board or any committee of the board, and the filling of newly created memberships and vacancies on the board or any
committee of the board; and
•
any transactions with affiliates of Travelport involving aggregate payments or consideration in excess of $10 million, except
(1) transactions between or among Travelport or any of its restricted subsidiaries, including us; (2) the payment of reasonable and
customary fees paid to, and indemnities provided for the benefit of, officers, directors, employees or consultants of Travelport, any of its
direct or indirect parent companies or any of its restricted subsidiaries, including us; (3) any agreement as in effect on the date of the
consummation of this offering; and (4) investments by The Blackstone Group and certain of its affiliates in our or our subsidiaries'
securities so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the
investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.
These restrictions could prevent us from pursuing transactions or relationships that would otherwise be in the best interests of our stockholders. These
restrictions could also limit stockholder value by preventing a change of control that you might consider favorable.
We have a significant amount of indebtedness.
As of December 31, 2007, we had approximately $600 million of outstanding debt under our senior secured credit agreement. Our substantial level of
indebtedness could have important consequences to us, including the following:
•
our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be
impaired;
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Source: Orbitz Worldwide, In, 10-K/A, August 28, 2008