Orbitz 2013 Annual Report Download - page 45

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exceed was 4.25 to 1 at December 31, 2013. As of December 31, 2013, we were in compliance with all covenants and
conditions of the Credit Agreement.
The Term Loans are payable in quarterly installments of $3.375 million, beginning September 30, 2013, with the final
installment of the remaining outstanding balance due at the applicable maturity date with respect to such Term Loan. In
addition, we are required, subject to certain exceptions, to make payments on the Term Loans: (a) annually in the first quarter
of each fiscal year in an amount of 50% (which percentage will be reduced to 25% and 0% subject to achieving certain
leverage ratios) of the prior year’s excess cash flow, as defined in the Credit Agreement; (b) in an amount of 100% of net cash
proceeds from asset sales subject to certain reinvestment rights; and (c) in an amount of 100% of net cash proceeds of any
issuance of debt other than debt permitted to be incurred under the Credit Agreement. The first excess cash flow measurement
was for the period from July 1, 2013 to December 31, 2013. Based on our cash flow for the six months ending December 31,
2013, we are not required to make a payment from excess cash flow in the first quarter of 2014.
As of April 15, 2013, Travelport and its affiliates no longer owned at least 50% of our voting stock (see Note 1 -
Organization and Basis of Presentation of the Notes to the Consolidated Financial Statements) and therefore Travelport was no
longer obligated to provide letters of credit on our behalf. At December 31, 2013 and December 31, 2012, there were $0 and
$72.5 million, respectively, of outstanding letters of credit issued by Travelport on our behalf. We believe we have access to
sufficient letter of credit availability to meet our short- and long-term requirements through a combination of restricted cash
designated to be used to cash collateralize letters of credit or similar instruments, our Revolver, through which our revolving
lenders have agreed to issue up to $55.0 million in letters of credit, our $25.0 million multi-currency letter of credit facility, and
cash on hand which can be used to support letters of credit and similar instruments, if necessary.
Financial Obligations
Commitments and Contingencies
We are party to various cases brought by consumers and municipalities and other U.S. governmental entities involving
hotel occupancy taxes and our merchant hotel business model. We believe that we have meritorious defenses, and we are
vigorously defending against these claims, proceedings and inquiries (see Note 9 - Commitments and Contingencies of the
Notes to Consolidated Financial Statements).
Litigation is inherently unpredictable and, although we believe we have valid defenses in these matters, unfavorable
resolutions could occur. We generally cannot estimate our range of loss, except for tax matters. Although we believe it is
unlikely that a materially adverse outcome will result from these proceedings, an adverse outcome could be material to us with
respect to earnings or cash flows in any given reporting period.
Contractual Obligations
The following table summarizes our future contractual obligations as of December 31, 2013:
2014 2015 2016 2017 2018 Thereafter Total
(in thousands)
Term Loan (a) $ 13,500 $ 13,500 $ 13,500 $ 68,500 $ 3,500 $ 330,750 $ 443,250
Interest (b) 24,962 24,794 22,696 21,567 19,409 4,121 117,549
Contract exit costs (c) 11,371 258 61 — — — 11,690
Operating leases 8,009 4,298 3,139 2,777 2,853 12,187 33,263
GDS contracts (d) — 15,000 16,120 12,370 16,120 1,120 60,730
Tax sharing liability (e) 20,143 21,475 26,425 32,234 6,864 — 107,141
Other service and licensing contracts 14,956 4,850 4,325 — — — 24,131
Total contractual obligations (f) $ 92,941 $ 84,175 $ 86,266 $137,448 $48,746 $ 348,178 $ 797,754
(a) The amounts shown in the table above represent future payments under the Term Loan, excluding any mandatory
prepayments that could be required under the Term Loans. (see Note 6 - Term Loan and Revolving Credit Facility of the
Notes to Consolidated Financial Statements).
(b) Represents estimated interest payments on the variable portion of the Term Loan based on the one-month LIBOR as of
December 31, 2013 and fixed interest payments under interest rate swaps.