Orbitz 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/4qF/rhgai2+s+HOy2N1pGjx4XKEPOenlXmu9rg9Wh0I9H7TBpNhzUKIhEuY7Ub yhpxLFLvWQWObnIBCFvccA== 0001398432-09-000482.txt : 20091116 0001398432-09-000482.hdr.sgml : 20091116 20091116155456 ACCESSION NUMBER: 0001398432-09-000482 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 GROUP MEMBERS: PAR CAPITAL MANAGEMENT, INC. GROUP MEMBERS: PAR GROUP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orbitz Worldwide, Inc. CENTRAL INDEX KEY: 0001394159 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 205337455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83537 FILM NUMBER: 091186624 BUSINESS ADDRESS: STREET 1: 500 W. MADISON STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 312-894-5000 MAIL ADDRESS: STREET 1: 500 W. MADISON STREET STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60661 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAR CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001051359 IRS NUMBER: 043153755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175268964 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 i10693.htm Orbitz 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. )*

Orbitz Worldwide, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

68557K 10 9

(CUSIP number)

PAR Capital Management, Inc.

Attention: Gina DiMento

One International Place

Suite 2041

Boston, MA 02110

(617) 556-8990

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 4, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 8 Pages)


	SCHEDULE 13D
CUSIP No. 68557K 10 9		Page 2 of 8 Pages


1)	NAME OF REPORTING PERSON

	PAR Investment Partners, L.P.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	WC


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	24,624,125
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	24,624,125
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,624,125


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%


14)	TYPE OF REPORTING PERSON
	PN


	SCHEDULE 13D
CUSIP No. 68557K 10 9		Page 3 of 8 Pages


1)	NAME OF REPORTING PERSON

	PAR Group, L.P.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	AF


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	24,624,125
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	24,624,125
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,624,125


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%


14)	TYPE OF REPORTING PERSON
	PN


	SCHEDULE 13D
CUSIP No. 68557K 10 9		Page 4 of 8 Pages


1)	NAME OF REPORTING PERSON

	PAR Capital Management, Inc.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	AF


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	24,624,125
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	24,624,125
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,624,125


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%


14)	TYPE OF REPORTING PERSON
	CO

Page 5 of 8 Pages

Item 1.

Security and Issuer.

The securities to which this statement relates are shares of Common Stock, par value $0.01 per share (the “Shares”), of Orbitz Worldwide, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 500 W. Madison Street, Suite 1000, Chicago, Illinois, 60661.

Item 2.

Identity and Background.

(a), (b) and (c)

This statement is being filed by the following persons: PAR Investment Partners, L.P., a Delaware limited partnership (“PAR Investment Partners”), PAR Group, L.P., a Delaware limited partnership (“PAR Group”) and PAR Capital Management, Inc., a Delaware corporation (“PAR Capital Management”). PAR Investment Partners, PAR Group and PAR Capital Management are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business of PAR Investment Partners is that of a private investment partnership engaging in the purchase and sale of securities for its own account and its address is One International Place, Suite 2401, Boston, MA 02110.

The sole general partner of PAR Investment Partners is PAR Group. The principal business of PAR Group is to act as the general partner of PAR Investment Partners and its address is One International Place, Suite 2401, Boston, MA 02110.

The sole general partner of PAR Group, is PAR Capital Management. The principal business of PAR Capital Management is to act as the general partner of PAR Group and its address is One International Place, Suite 2401, Boston, MA 02110.

Paul A. Reeder, III is the President and sole director of PAR Capital Management and each of Frederick S. Downs, Jr., Arthur G. Epker, III and Edward L. Shapiro is a Vice President of PAR Capital Management. The business address of each of Mr. Reeder, Mr. Downs, Mr. Epker, and Mr. Shapiro is One International Place, Suite 2401, Boston, MA 02110.

The Shares to which this Schedule 13D relates are owned by PAR Investment Partners.

(d) and (e)

During the last five years, none of the persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations with respect to such laws.

(f)

Each natural person identified in this Item 2 is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 8,160,433 Shares purchased by PAR Investment Partners was $45,208,798.82.

Item 4.

Purpose of Transaction.

On November 4, 2009, the Issuer consummated the transaction, contemplated by a plan of reorganization, with PAR Investment Partners whom agreed to exchange $49.68 million aggregate principal amount of term loans of the Issuer (the “Debt) at a price of 91% in exchange for the purchase of an aggregate of $45,208,798.82 million of Shares at a purchase price of $5.54 per share (the “Equity Investment”) pursuant to an Exchange Agreement, dated November 4, 2009, by and among the Issuer and PAR Investment Partners (the “Exchange Agreement”).

In connection with the consummation of the Equity Investment, on November 4, 2009, PAR Investment Partners entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) with the Issuer and certain other investors. The Shareholders’ Agreement provides that, subject to certain exceptions, PAR Investment Partners may designate an individual to be appointed to the board of directors of the Issuer. The Shareholders’ Agreement shall terminate on the earliest of: (i) the third anniversary of the date of the agreement, the first day after the Issuer no longer qualifies for the exemption provided by Section 303A of the NYSE Listed Company Manual relating to controlled companies, or (iii) the first date on which PAR Investment Partners no longer beneficially owns 20% or more of the outstanding shares of the Issuers common stock.

PAR Investment Partners acquired the Shares as an investment in its ordinary course of business. In connection with the foregoing, and as may be appropriate from time to time, PAR Investment Partners will consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of additional Shares; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporati on or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be

Page 6 of 8 Pages

delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. Except as described in the first three paragraphs of this Item 4 of Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this Item 4 of Schedule 13D.

The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Shares, dispose of some or all of its Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider its position, change its purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of Shares.

The Reporting Persons intend to review its investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments.

Item 5.

Interest in Securities of the Issuer.

(a) and (b)

As of November 4, 2009, PAR Investment Partners beneficially owned 24,624,125 Shares, representing approximately 24.4% of the shares of the Issuer’s Common Stock outstanding as reported in publicly available information.

As of November 4, 2009, PAR Group, through its control of PAR Investment Partners as general partner, had sole voting and dispositive power with respect to all 24,624,125 Shares owned beneficially by PAR Investment Partners, representing approximately 24.4% of the shares of the Issuer’s Common Stock outstanding as reported in publicly available information.

As of November 4, 2009, PAR Capital Management, through its control of PAR Group as general partner, had sole voting and dispositive power with respect to all 24,624,125 Shares owned beneficially by PAR Investment Partners, representing approximately 24.4% of the shares of the Issuer’s Common Stock outstanding as reported in publicly available information.

(c)

Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the Shareholders Agreement and the information set forth in Item 4 (which is incorporated herein by reference) or as otherwise set forth in this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

(a)

Joint Filing Agreement among the Reporting Persons dated November 16, 2009 is filed as Exhibit 99.1 hereto.

(b)

Exchange Agreement, dated as of November 4, 2009, between the Issuer and PAR Investment Partners is filed as Exhibit 99.2 hereto and is incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K dated November 11, 2009 and filed with the Securities and Exchange Commission on November 11, 2009 (File No. 001-33599).

(c)

Shareholders’ Agreement, dated as of November 4, 2009, between the Issuer and PAR Investment Partners is filed as Exhibit 99.3 and is incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K dated November 11, 2009 and filed with the Securities and Exchange Commission on November 11, 2009 (File No. 001-33599).

Page 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the persons signing below certifies that the information set forth in this statement is true, complete and correct.

Date: November 16, 2009

PAR INVESTMENT PARTNERS

By: PAR Group, L.P., its General Partner

By PAR Capital Management, Inc., its General Partner

By:

/s/ Gina DiMento

Name: Gina DiMento

Title: General Counsel

PAR GROUP, L.P.

By PAR Capital Management, Inc., its General Partner

By:

/s/ Gina DiMento

Name: Gina DiMento

Title: General Counsel

PAR CAPITAL MANAGEMENT, INC.

By:

/s/ Gina DiMento

Name: Gina DiMento

Title: General Counsel

Page 8 of 8 Pages

EXHIBIT INDEX


Exhibit No.	Exhibit

99.1	Joint Filing Agreement among the Reporting Persons dated November 16, 2009 is filed as Exhibit 99.1 hereto.

99.2	Exchange Agreement, dated as of November 4, 2009, between the Issuer and PAR Investment Partners is filed as Exhibit 99.2 hereto and is incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K dated November 11, 2009 and filed with the Securities and Exchange Commission on November 11, 2009 (File No. 001-33599).

99.3	Shareholders’ Agreement, dated as of November 4, 2009, between the Issuer and PAR Investment Partners is filed as Exhibit 99.3 and is incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K dated November 11, 2009 and filed with the Securities and Exchange Commission on November 11, 2009 (File No. 001-33599).

EX-99.1 2 ex99_1.htm Exhibit 99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13D. Each party to this Joint Filing Agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement on Schedule 13D.

In evidence whereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of November 16, 2009.

PAR INVESTMENT PARTNERS

By: PAR Group, L.P., its General Partner

By PAR Capital Management, Inc., its General Partner

By:

/s/ Gina DiMento

Name: Gina DiMento

Title: General Counsel

PAR GROUP, L.P.

By PAR Capital Management, Inc., its General Partner

By:

/s/ Gina DiMento

Name: Gina DiMento

Title: General Counsel

PAR CAPITAL MANAGEMENT, INC.

By:

/s/ Gina DiMento

Name: Gina DiMento

Title: General Counsel

EX-99.2 3 ex99_2.htm exv10w1

Exhibit 99.2

EXECUTION COPY

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT is dated November 4, 2009, by and among Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and PAR Investment Partners, L.P., a Delaware limited partnership (“PAR”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Exchange of Debt. Subject to the satisfaction or waiver of the closing conditions set forth in paragraph 7 herein, PAR will exchange $49.68 million aggregate principal amount of term loans (the “Debt”) outstanding under that certain credit agreement dated as of July 25, 2007, as amended, among Orbitz and the lenders, letter of credit issuers and agents party thereto held by PAR for the aggregate number of shares of Orbitz’s common stock determined by dividing 91% of the principal amount of the Debt to be exchanged by $5.54 per share, for an aggregate of 8,160,433 shares (the “Debt Shares”). The exchange of the Debt for the shares on the terms set forth herein is referred to herein as the “Debt Exchange”.

2. Closing. The closing of the Debt Exchange will take place at 10:00 a.m. (New York City time) on the first business day after the conditions to closing set forth in paragraph 7 have been satisfied or waived and simultaneously with the closing of the Share Purchase, at which time PAR will assign the Debt to Orbitz pursuant to an assignment and assumption agreement substantially in the form of Exhibit A hereto, and Orbitz will deliver to PAR the Debt Shares.

3. Voting. PAR agrees to vote or cause to be voted all shares of Orbitz common stock beneficially owned by PAR and its affiliates (including funds managed by PAR or any of its affiliates) in favor of approval of (i) the issuance of the Debt Shares and (ii) the issuance and sale of Orbitz common stock to Travelport Limited, a Bermuda company (“Travelport”), and/or one of its controlled affiliates, pursuant to the terms of that certain Stock Purchase Agreement dated as of the date hereof between Orbitz and Travelport (the “Share Purchase”), as such approval is required by New York Stock Exchange rules subject to complying with the proxy rules under Securities Exchange Act of 1934, as amended (the “Exchange Act”).

4. Representations. In connection with the Debt Exchange, Orbitz and PAR hereby represent, warrant and acknowledge as follows:

(a) PAR acknowledges that the transactions contemplated hereby are intended to be exempt from registration by virtue of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Debt Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act and will bear appropriate legends reflecting such restricted status. PAR knows of no reason why such exemption is not available.

(b) PAR represents and warrants to Orbitz that:

(i) PAR is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act.

(ii) PAR has had such opportunity as it has deemed adequate to obtain from representatives of Orbitz such information as is necessary to permit PAR to evaluate the merits and risks of the transactions contemplated hereby.

(iii) PAR has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the transaction contemplated hereby and to make an informed investment decision with respect thereto.

(iv) PAR is the sole legal and beneficial owner of the Debt, and the Debt being transferred hereunder is free and clear of any liens, charges or encumbrances.

(v) PAR is duly organized and validly existing under the laws of its jurisdiction of organization; it has all of the power and authority necessary to enter into this agreement and to consummate the transactions contemplated hereby; it has taken all action as may be necessary to authorize the execution and delivery of this agreement and the consummation of the transactions contemplated hereby; this agreement constitutes a valid and binding agreement of PAR enforceable in accordance with its terms; neither the execution and delivery hereof by PAR nor consummation by PAR of the transaction contemplated hereby will violate or contravene any applicable requirements of law or any of its organizational documents or material agreements; there is no pending or threatened action, suit or proceeding as of the date hereof before any court or other governmental authority affecting this agreement or the transactions contemplated hereby and no consent, approval or authorization of any person or governmental authority is required to be made or obtained by PAR in connection with the execution, delivery or performance of this agreement or the consummation of the transactions contemplated hereby except for the expiration or termination of any applicable waiting period under the Hart-Scott Rodino Act; PAR is acquiring the Debt Shares for investment purposes only, for its own account, and not as nominee or agent for any other person or entity, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.

(i) The Debt Shares have been duly authorized and, when issued and delivered by Orbitz to PAR pursuant to this agreement, against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable.

(ii) Orbitz is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it has all of the power and authority necessary to enter into this agreement and to consummate the transactions contemplated hereby; it has taken all action as may be necessary to authorize the execution and delivery of this agreement and the consummation of the transactions contemplated hereby, except for (i) the making of certain filings with Securities and Exchange Commission and (ii) obtaining the shareholder approval required by the New York Stock Exchange rules; this agreement

constitutes a valid and binding agreement of Orbitz enforceable in accordance with its terms; neither the execution and delivery hereof by Orbitz nor consummation by Orbitz of the transaction contemplated hereby will violate or contravene any applicable requirements of law or any of its organizational documents or material agreements; there is no pending or threatened action, suit or proceeding as of the date hereof before any court or other governmental authority affecting this agreement or the transactions contemplated hereby and no consent, approval or authorization of any person or governmental authority is required to be made or obtained by Orbitz in connection with the execution, delivery or performance of this agreement or the consummation of the transactions contemplated hereby.

(iii) As of the date hereof, Orbitz has obtained consent from Travelport to the Debt Exchange and Travelport has agreed to vote all shares of Orbitz common stock beneficially owned by it in favor of approval of the issuance of shares pursuant to the Debt Exchange and the Share Purchase as required by New York Stock Exchange rules subject to complying with the proxy rules under Exchange Act. If (a) the special committee of the board of directors of Orbitz changes or withdraws it recommendation that shareholders vote in favor of the transactions contemplated by the Debt Exchange and/or Share Purchase or (b) Orbitz materially breaches its obligations under the Share Purchase Agreement, Travelport’s obligations to vote in favor of the transactions terminate.

5. Taxes.

(a) Orbitz and PAR agree to report the exchange of debt for stock as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “Code”). PAR and Orbitz intend that the exchange of debt for stock will constitute a “plan of reorganization” within the meaning of Treas. Reg. §1.368-2(g) and 1.368-3, which plan of reorganization the parties adopt by executing this Agreement. None of the parties hereto will take any action or fail to take any action, except as specifically contemplated by this Agreement, that reasonably would be expected to cause the exchange of debt for stock to fail to qualify as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code.

(b) Pursuant to the exchange of debt for stock, PAR and Orbitz agree that the stock so exchanged will be allocated to the original principal amount of such debt, as determined for U.S. federal income tax purposes. None of the parties hereto will take any action or fail to take any action, except as specifically required by applicable law, that is inconsistent with the foregoing allocation.

6. Orbitz Board. PAR, Travelport and Orbitz have entered into that certain Shareholders’ Agreement dated as of the date hereof, which provides for certain matters with respect to Orbitz’s board of directors and shall become effective as of the closing of the Debt Exchange and the Share Purchase.

7. Special Committee Recommendation. The special committee of the board of directors of Orbitz, subject to its fiduciary duties, will recommend that the

shareholders of Orbitz vote in favor of the Debt Exchange and the Share Purchase.

8. Conditions to Closing; Termination.

(a) The obligations of Orbitz and PAR to consummate the Debt Exchange shall be subject to (i) the receipt of shareholder approval required under the New York Stock Exchange rules, (ii) the absence of any provision of any applicable law that would prohibit the consummation of the closing, (iii) the simultaneous closing of the Share Purchase and (iv) the expiration or termination of any applicable waiting period under the Hart-Scott Rodino Act relating to the transactions contemplated hereby. The parties will use reasonable best efforts to consummate the transactions contemplated hereby, including obtaining all required consents and approvals

(b) This agreement may be terminated, which will automatically revoke Travelport’s consent to the transactions contemplated by the Debt Exchange and Share Purchase, at any time prior to the closing by (i) mutual written consent of the parties hereto or (ii) by either party if the closing has not occurred prior to June 2, 2010.

9. Regulatory Matters. PAR agrees to make all filings and notifications and take such actions as are necessary to ensure compliance with the Hart-Scott Rodino Act.

10. Entire Agreement. This agreement, together with the Exchange Agreement and the Shareholders’ Agreement, represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties hereto with respect to the subject matter of this agreement, except for that certain Confidentiality and Non-Disclosure Agreement between PAR Capital Management, Inc. and Orbitz dated as of September 29, 2009. The parties may amend or modify this agreement, in such manner as may be agreed upon, only by a written instrument executed by the parties hereto.

11. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this agreement or to enforce specifically the performance of the terms and provisions hereof in addition to any other remedy to which they are entitled at law or in equity.

12. Expenses. Each party hereto shall pay its own expenses in connection with this agreement and the transactions contemplated hereby.

13. No Third-Party Reliance. No provision of this agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns.

14. Disclaimer. Orbitz makes no representations or warranties except as expressly set forth in this agreement.

15. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

16. Severability. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement.

17. Counterparts. This agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their respective authorized officers as of the date first above written.


ORBITZ WORLDWIDE, INC.
By:	/s/ Marsha Williams
	Name:	Marsha Williams
	Title:	Senior Vice President, Chief Financial Officer

PAR INVESTMENT PARTNERS, L.P. BY: PAR Group, L.P. as its general partner BY: PAR Capital Management, Inc. as its general partner
By:	/s/ Gina DiMento
	Name:	Gina DiMento
	Title:	General Counsel

EXHIBIT A

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of July 25, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Orbitz Worldwide, Inc. (the “Borrower”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and an L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, each lender from time to time party thereto (the “Lenders”), Credit Suisse Securities (USA) LLC, as Syndication Agent and Lehman Brothers Inc., as Documentation Agent, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.		Assignor (the “Assignor”): PAR Investment Partners, L.P.

2.		Assignee (the “Assignee”): Orbitz Worldwide, Inc.

3.		Borrower: Orbitz Worldwide, Inc.

4.		Administrative Agent: UBS AG, Stamford Branch

Assigned Interest:

Aggregate Principal

Amount of Term

Aggregate Principal

Loans Being Assigned

Percentage

Amount of Term

(the “Assigned

Assigned of

Facility

Loans of all Lenders

Interest”)

Terms Loans¹

Term Loans

Effective Date: (the “Effective Date”)


¹		Set forth, to at least 8 decimals, as a percentage of all of the Term Loans of all Lenders.

The terms set forth in this Assignment and Assumption are hereby agreed to:


PAR Investment Partners, L.P., as Assignor, BY: PAR Group, L.P. as its general partner BY: PAR Capital Management, Inc. as its general partner
By:
	Name:	Gina DiMento
	Title:	General Counsel

ORBITZ WORLDWIDE, INC.
By:
	Name:
	Title:


Accepted: UBS AG, STAMFORD BRANCH as Administrative Agent,
By:
	Name:
	Title:

Annex I

CREDIT AGREEMENT²

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of the Borrower or any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by the Borrower or any of its Subsidiaries or Affiliates or any other Person of any of their obligations under the Credit Agreement.

1.2. Assignee. The Assignee represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest. The Assignee acknowledges that the Assigned Interest will cease to be outstanding for purposes of the Loan Documents upon the Effective Date and that the Assignee will have no rights as a Lender under the Loan Documents.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments it receives from any Loan Party in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a


²		Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of July 25, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Orbitz Worldwide, Inc. (the “Borrower”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and an L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, each lender from time to time party thereto (the “Lenders”), Credit Suisse Securities (USA) LLC, as Syndication Agent and Lehman Brothers Inc., as Documentation Agent.

signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York.

4. Borrower Purchases of Term Loans. All questions as to the form of documents and validity and eligibility of any Assigned Interest will be determined by the Administrative Agent, in consultation with the Borrower and such determination will be final and binding. The Administrative Agent’s interpretation of the terms and conditions of this Assignment and Assumption and the documents related thereto, in consultation with the Borrower, will be final and binding.

EX-99.3 4 ex99_3.htm exv10w3

Exhibit 99.3

EXECUTION COPY

SHAREHOLDERS’ AGREEMENT

AGREEMENT dated as of November 4, 2009 among Orbitz Worldwide, Inc.. a Delaware corporation (the “Company”), PAR Investment Partners, L.P., a Delaware limited partnership (“PAR”), and Travelport Limited, a Bermuda company (“Travelport”).

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
Corporate Governance

Section 1.01. Composition of the Board; Committees. (a) PAR shall have the right to designate a nominee for appointment (the “Designee”) to the Company’s board of directors (the “Board”), provided that:

(i) Such Designee shall be reasonably satisfactory to the Company, Travelport and the Board;

(ii) Such Designee shall meet the criteria for Board members set forth in the Company’s corporate governance guidelines as in effect from time to time as reasonably determined by the other Board members;

(iii) Such Designee shall agree to be bound by the Company’s code of conduct;

(iv) Such Designee shall qualify as an independent director under the New York Stock Exchange rules;

(v) Such Designee shall pass the background investigation customarily used to screen candidates for appointment to the Board or senior management positions of the Company;

(vi) Such Designee shall not be a director or executive officer or other person performing policy making functions with Expedia, Inc., Priceline.com Inc., Amadeus IT Group, S.A. or Sabre Holdings Corporation (the “Competing Companies”); and

(vii) Neither PAR and it affiliates nor the Designee and its affiliates shall have a net economic interest in any of the Competing Companies that is greater than their net economic interest in the Company, where net economic interest is determined based on value by taking account of all forms of economic interests in the entity and netting all long and short positions. Notwithstanding anything to the contrary, to the extent that the net economic interest of PAR and its affiliates or the

Designee and its affiliates in any one of the Competing Companies is less than $5 million, this Section 1.01(a)(vii) shall not apply to such Competing Company.

(b) Each of the Company and Travelport agrees to take all reasonable actions to increase the size of the Board to ten directors and cause the Designee to be appointed as a Class I director and cause an additional nominee of Travelport to be appointed as a Class II director reasonably promptly after the effectiveness of this Agreement.

(c) Each of the Company and Travelport agrees to use its reasonable efforts to cause each individual designated pursuant to Section 1.01(a), subject to the conditions thereof, to be included on the slate of nominees recommended by the Board to the shareholders at the next annual meeting at which such individual is up for election and to solicit proxies and otherwise take reasonable actions to obtain the election of such individual and otherwise give effect to Section 1.01(a).

(d) Travelport agrees to cause all shares of Company common stock beneficially owned by it and its controlled affiliates to be voted in favor of PAR’s nominee, if such nominee is recommended by the Board, at each annual or other meeting at which such nominee is up for election. If Travelport fails to vote its shares of Company common stock in accordance with this Section 1.01, Travelport shall, upon such failure to so vote, be deemed immediately to have granted to PAR a proxy to vote its shares of Company common stock solely for the election of such nominee. Travelport acknowledges that each such proxy granted hereby, including any successive proxy, if necessary, is being given to secure the performance of an obligation hereunder, is coupled with an interest, and shall be irrevocable until such obligation is performed. Travelport shall not grant any proxy or enter into or agree to be bound by any voting trust or other agreement or arrangement with respect to such shares that is inconsistent with the terms of this Agreement and any such proxy or agreement shall be null and void.

(e) Reasonably promptly after the execution of this Agreement and until the Designee becomes a director of the Company, PAR shall be granted the right to have a representative who shall satisfy the requirements of Section 1.01(a) and shall have executed a confidentiality agreement reasonably satisfactory to the Company attend all meetings of the Board, except for those meetings or portions of meetings relating to this Agreement or the transactions contemplated by the Exchange Agreement and Purchase Agreement described in Section 4.08 below, as a board observer and receive all materials provided to each board member in connection with such meetings of the Board; provided that the rights granted by this section shall terminate concurrently with the termination of this Agreement.

(f) If (i) PAR or the Designee, as applicable, fails to satisfy the requirements of Section 1.01(a) at any time, and after receipt of notice from the

Company fails to come into compliance with such requirements within 10 business days of such notice, or (ii) this Agreement otherwise terminates, the Company shall have the right, but not the obligation to cause the Designee to resign or otherwise be removed from the Board. Prior to being nominated for election, PAR will cause the Designee to be bound by this Agreement to the extent it applies to such Designee and to provide an executed resignation letter to the Company that will become effective if (i) the Board determines that such Designee does not comply with the requirements of Section 1.01(a) or (ii) this Agreement terminates and, in either case, the Board determines that such Designee should resign.

(g) If the Designee ceases for any reason to be director, PAR may designate subject to the conditions in Section 1.01(a) another individual for appointment to fill such vacancy and serve as a director on the Board, subject to the requirement in subsection (a) above.

ARTICLE 2
Certain Covenants and Agreements

Section 2.01. Confidentiality.

(a) PAR agrees that Confidential Information furnished and to be furnished to it was and shall be made available in connection with PAR’s investment in the Company. PAR agrees that it shall use, and that it shall cause any person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose. PAR further acknowledges and agrees that it shall not disclose any Confidential Information to any person, except that Confidential Information may be disclosed:

(i) to PAR’s Representatives in the normal course of the performance of their duties;

(ii) to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which PAR is subject; provided that PAR give the Company prompt notice of any such request, to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and PAR shall cooperate with such efforts by the Company and shall in any event make only the minimum disclosure required by such law, rule or regulation));

(iii) if the prior written consent of the Board shall have been obtained.

(b) PAR acknowledges that it may receive material non-public information concerning the Company or its affiliates pursuant to this Agreement, and PAR is aware (and that its Representatives have been or will be advised by it) that the United States securities laws restrict the purchase and sale of securities by persons who possess nonpublic information relating to the issuer of such securities.

“Confidential Information” means any information concerning the Company or any of its subsidiaries or the financial condition, business, operations or prospects of the Company or any of its subsidiaries in the possession of or furnished to PAR (including by virtue of its present or former right to designate a director of the Company); provided that “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by PAR or its partners, directors, officers, employees, agents, counsel, investment advisers or representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement, (ii) is or was available to PAR on a non-confidential basis prior to its disclosure to PAR or its Representatives by the Company, (iii) was or becomes available PAR on a non-confidential basis from a source other than the Company, which source is or was (at the time of receipt of the relevant information) not, to the best of PAR’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another person or (iv) is independently developed by PAR without violating any confidentiality agreement with, or other obligation of secrecy to, the Company.

Section 2.02 Conflicting Relationship; Reporting. (a) Each of PAR and the Designee agrees promptly (but in no event later than 5 business days) to provide written notice to the Board if such person is or becomes in violation of Sections 1.01(a)(vi) and 1.01(a)(vii) hereto.

(b) Each of PAR and the Designee agrees that so long as PAR has an interest in ITA Software, Inc. or representation on the board of directors of such company that the Designee will be excused from any discussions by the Board regarding any matters related to, and will recuse himself or herself in any Board actions related to, ITA Software, Inc.

ARTICLE 3
Termination

Section 3.01. Termination. (a) This Agreement shall terminate on the earliest of:

(i) the third anniversary of the date hereof;

(ii) the first day after the Company no longer qualifies for the exemption provided by Section 303A of the New York Stock Exchange Listed Company Manual relating to controlled companies; and

(iii) the first date on which PAR no longer beneficially owns 20% or more of the outstanding shares of Company common stock.

(b) This agreement shall terminate if PAR or Designee materially breaches its covenants hereunder.

(c) Notwithstanding a termination of this Agreement pursuant to Section 3.01(a), PAR shall continue to be bound by Section 2.01 and Article 4.

ARTICLE 4
Miscellaneous

Section 4.01. Successors and Assigns. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

(b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any transfer of Company common stock or otherwise.

Section 4.02. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given to any party at the applicable address or facsimile number set forth on the signature page or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding business day in the place of receipt.

Section 4.03. Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 4.04. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

Section 4.05. Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of or otherwise arising out of this Agreement shall be brought in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.02 shall be deemed effective service of process on such party.

Section 4.06. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.07. Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 4.08. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same

effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when (x) each party hereto shall have received a counterpart hereof signed by all of the other parties hereto and (y) the closing of the transactions contemplated by each of the Exchange Agreement, entered into as of the date hereof between PAR and the Company, and the Share Purchase Agreement, entered into as of the date hereof between Travelport and the Company shall have occurred. If either of the Exchange Agreement or the Share Purchase Agreement terminates before the closing of the transactions contemplated thereby or such closings do not occur before June 2, 2010, this Agreement shall terminate. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns.

Section 4.09. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter of this Agreement.

Section 4.10. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

[Signature pages to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


ORBITZ WORLDWIDE, INC.
By:	/s/ Marsha Williams
	Name:	Marsha Williams
	Title:	Senior Vice President, Chief Financial Officer

Orbitz Worldwide, Inc. 500 W. Madison Street Suite 1000 Chicago, Illinois 60661 Attention: General Counsel Facsimile No.: 312-894-4856

PAR Investment Partners, L.P.
By:	PAR Group, L.P. as its general partner
By:	PAR Capital Management, Inc. as its general partner


By:	/s/ Gina DiMento
	Name:	Gina DiMento
	Title:	General Counsel

PAR Capital Management One International Place, Suite 2401 Boston, Massachusetts 02110 Attention: Gina DiMento Facsimile No.: 617-556-8875 E-mail: dimento@parcapital.com

TRAVELPORT LIMITED
By:	/s/ Jeff Clarke
	Name:	Jeff Clarke
	Title:	President and CEO

TRAVELPORT LIMITED 405 Lexington Avenue, 57^th Floor New York, NY 10174 Attention: General Counsel Facsimile No.: 212-915-9169

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