Orbitz 2009 Annual Report Download - page 88

Lehman Commercial Paper Inc. (“LCPI”), which filed for bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code on October 5, 2008, holds a $12.5 million commitment, or 14.7% percent, of
the $85 million available under the Revolver. As a result, total availability under the Revolver has effectively
been reduced from $85 million to $72.5 million.
At December 31, 2008 and December 31, 2007, $21 million and $1 million was outstanding under the
Revolver, respectively. At December 31, 2008, $11 million of the amount outstanding bears interest at a rate
equal to the Alternative Base rate plus 150 basis points, or 4.75%, and $10 million of the amount outstanding
bears interest at a variable rate of LIBOR plus 250 basis points, or 2.96%. The amount outstanding at
December 31, 2007 had an interest rate equal to the Alternative Base Rate plus 150 basis points, or 8.75%.
Commitment fees on unused amounts under the Revolver were almost nil and almost nil for each of the years
ended December 31, 2008 and December 31, 2007, respectively.
We incurred an aggregate of $5 million of debt issuance costs in connection with the Term Loan and
Revolver. These costs are being amortized to interest expense over the contractual terms of the Term Loan and
Revolver based on the effective-yield method. Amortization of debt issuance costs was $1 million and almost
nil for the years ended December 31, 2008 and December 31, 2007, respectively.
The Term Loan and Revolver are both secured by substantially all of our and our domestic subsidiaries’
tangible and intangible assets, including a pledge of 100% of the outstanding capital stock or other equity
interests of substantially all of our direct and indirect domestic subsidiaries and 65% of the capital stock or
other equity interests of certain of our foreign subsidiaries, subject to certain exceptions. The Term Loan and
Revolver are also guaranteed by substantially all of our domestic subsidiaries.
The Credit Agreement contains various customary restrictive covenants that limit our and our subsidiaries’
ability to, among other things: incur additional indebtedness or guarantees; enter into sale or leaseback
transactions; make investments, loans or acquisitions; grant or incur liens on our assets; sell our assets; engage
in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make
restricted payments. The Credit Agreement requires us not to exceed a maximum total leverage ratio and to
maintain a minimum fixed charge coverage ratio, each as defined in the Credit Agreement. As of December 31,
2008, we were in compliance with these covenants.
The table below shows the aggregate maturities of the Term Loan and Revolver over the next five years,
excluding any mandatory repayments that could be required under the Term Loan beyond the first quarter of
2009:
Year (in millions)
2009............................................................... $ 6
2010............................................................... 6
2011............................................................... 6
2012............................................................... 6
2013............................................................... 27
Thereafter........................................................... 563
Total ............................................................. $614
9. Tax Sharing Liability
We have a liability included in our consolidated balance sheets that relates to a tax sharing agreement
between Orbitz and the Founding Airlines. The agreement governs the allocation of tax benefits resulting from
a taxable exchange that took place in connection with the Orbitz IPO in December 2003. As a result of this
taxable exchange, the Founding Airlines incurred a taxable gain. The taxable exchange also caused Orbitz to
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ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)