Orbitz 2010 Annual Report Download - page 90

$11 million of the outstanding borrowings had an interest rate equal to the Alternative Base Rate plus 150 basis
points, or 4.75%, and $10 million of the outstanding borrowings had a variable interest rate of LIBOR plus
250 basis points, or 2.96%. Commitment fees on unused amounts under the Revolver were almost nil for each
of the years ended December 31, 2009, December 31, 2008 and December 31, 2007.
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, $1 million
and almost nil for the years ended December 31, 2009, 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 ability to, among
other things: incur additional indebtedness or enter into 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, which declines through
March 31, 2011, and to maintain a minimum fixed charge coverage ratio, each as defined in the Credit
Agreement. As of December 31, 2009, we were required not to exceed a maximum total leverage ratio of 4.25
to 1 and to maintain a minimum fixed charge coverage ratio of 1 to 1. As of December 31, 2009, we were in
compliance with all covenants and conditions of the Credit Agreement.
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
2010:
Year (in millions)
2010............................................................... $ 21
2011............................................................... —
2012............................................................... —
2013............................................................... 45
2014............................................................... 553
Total............................................................. $619
8. Exchange Agreement and Stock Purchase Agreement
On November 4, 2009, we entered into an Exchange Agreement (the “Exchange Agreement”) with PAR
Investment Partners, L.P. (“PAR”). Pursuant to the Exchange Agreement, as amended, PAR agreed to exchange
$50 million aggregate principal amount of term loans outstanding under our senior secured credit agreement
for 8,141,402 shares of our common stock. Concurrently with the entry into the Exchange Agreement, we also
entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Travelport pursuant to which
Travelport agreed to purchase 9,025,271 shares of our common stock for $50 million in cash. Both equity
investments were priced at $5.54 per share based on the market closing price of the Company’s common stock
on Tuesday, November 3, 2009.
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ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)