34,000,000 Shares ORBITZ WORLDWIDE, INC. Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Goldman, Sachs & Co. (“Goldman Sachs”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Orbitz Worldwide, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Goldman Sachs (the “Underwriters”), of [ ] shares (the “Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”).
7,500,000 Shares Orbitz Worldwide, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2014 • Orbitz Worldwide, Inc. • Transportation services • New York
CREDIT AGREEMENT Dated as of March 25, 2013, among ORBITZ WORLDWIDE, INC., as Borrower,Credit Agreement • May 9th, 2013 • Orbitz Worldwide, Inc. • Transportation services • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 25, 2013, among ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Borrower”), CREDIT SUISSE AG, as Administrative Agent, Collateral Agent, an L/C Issuer, and Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AGREEMENT AND PLAN OF MERGER by and among EXPEDIA, INC., XETA, INC. and ORBITZ WORLDWIDE, INC. Dated as of February 12, 2015Agreement and Plan of Merger • February 13th, 2015 • Orbitz Worldwide, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2015 (this “Agreement”), is made by and among EXPEDIA, INC., a Delaware corporation (the “Parent”), XETA, INC., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
Re: Eighth Amendment to Subscriber Services Agreement, dated as of July 23, 2007 (“Agreement”) between Travelport, LP (f/k/a Travelport International, L.L.C., hereinafter “Travelport”), Travelport Global Distribution System B.V. (f/k/a Galileo...Subscriber Services Agreement • November 8th, 2010 • Orbitz Worldwide, Inc. • Transportation services
This letter constitutes an Eighth Amendment (“Amendment”) to the Agreement referenced above. Capitalized terms used in this Amendment and not otherwise defined shall be used as defined in the Agreement.
SEPARATION AGREEMENT by and between TRAVELPORT LIMITED and ORBITZ WORLDWIDE, INC. Dated as of July 25, 2007.Separation Agreement • July 27th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
SEPARATION AGREEMENT, dated as of July 25, 2007, by and between ORBITZ WORLDWIDE, INC., a Delaware corporation (“OWW”), and TRAVELPORT LIMITED, a Bermuda company f/k/a TDS Investor (Bermuda) Ltd. (“Travelport”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2009 • Orbitz Worldwide, Inc. • Transportation services • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 5, 2008 by and among Orbitz Worldwide, Inc. (the “Company”) and Marsha Williams (“Executive”).
OPTION AWARD AGREEMENTOption Award Agreement • May 3rd, 2010 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS OPTION AWARD AGREEMENT (“Agreement”) is made as of ___, 20___(the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
ContractTax Sharing Agreement • July 27th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
TAX SHARING AGREEMENT (this “Agreement”), dated as of July 25, 2007, by and among Travelport Inc., a Delaware corporation (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation (“OWW”).
July 26, 2007 Mike Nelson Chicago, IL Dear Mike: As a member of the Orbitz Worldwide, Inc. (“Orbitz”) Senior Leadership Team and a key part of the successful initial public offering of Orbitz (collectively, with its subsidiaries, “the Company”), I am...Orbitz Worldwide, Inc. • November 14th, 2007 • Transportation services • Illinois
This agreement supersedes November 25th, 2006 letter agreement, the February 14, 2006 addendum to offer of employment letter and any and all prior agreements, written or oral, between you and the Company relating to the subject matter herein, all of which are null and void upon your execution of this agreement. This agreement contains the entire agreement between you and the Company concerning the subjects contained in this agreement, with the exception of any documents concerning equity, confidentiality, non-competition, non-solicitation and other post-employment restrictive covenants. By signing below, you agree to comply with the attached addendum to this agreement concerning non-competition, non-solicitation, confidentiality and other obligations, including those following your employment with the Company.
REVISED July 26, 2007 Dean Sivley 500 W.Madison Chicago, IL Dear Dean: As a member of the Orbitz Worldwide, Inc. (“Orbitz”) senior management team and a key part of the successful initial public offering of Orbitz (collectively, with its subsidiaries,...Letter Agreement • March 11th, 2009 • Orbitz Worldwide, Inc. • Transportation services • Illinois
This agreement supersedes the March 7th 2006 addendum to offer of employment letter, the May 12, 2006 offer letter, and any and all prior agreements, written or oral, between you and the Company relating to the subject matter herein, all of which are null and void upon your execution of this agreement. This agreement contains the entire agreement between you and the Company concerning the subjects contained in this agreement, with the exception of any documents concerning equity, confidentiality, non-competition, non-solicitation and other post-employment restrictive covenants. By signing below, you agree to comply with the attached addendum to this agreement concerning non-competition, non-solicitation, confidentiality and other obligations, including those following your employment with the Company.
MASTER SERVICES AGREEMENTMaster Services Agreement • September 27th, 2007 • Orbitz Worldwide, Inc. • Transportation services
This Master Services Agreement (“Agreement”) is made as of August 8, 2007 (“Effective Date”), between Pegasus Solutions, Inc. (“Pegasus”) and Orbitz Worldwide, LLC (“Customer”).
TRANSITION SERVICES AGREEMENT by and between TRAVELPORT INC. and ORBITZ WORLDWIDE, INC. Dated as of July 25, 2007.Transition Services Agreement • July 27th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
This Transition Services Agreement (this “Agreement”) is by and between Travelport Inc., a Delaware corporation formerly known as B2B Newco, Inc. (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation (“OWW”). Each of Travelport and OWW is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in Section 10.18.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 9th, 2012 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of ____________ (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2007 • Orbitz Worldwide, Inc. • Transportation services • Delaware
This Indemnity Agreement (this “Agreement”) is made as of , 2007, by and between Orbitz Worldwide, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MASTER LICENSE AGREEMENT by and among GALILEO INTERNATIONAL TECHNOLOGY, LLC AND GALILEO INTERNATIONAL, LLC AND ORBITZ, LLC ANDMaster License Agreement • February 27th, 2008 • Orbitz Worldwide, Inc. • Transportation services • New York
MASTER LICENSE AGREEMENT (this “Agreement” or the “Master License Agreement”), dated as of July 23, 2007 (the “Effective Date”), by and among Galileo International Technology, LLC (“Galileo International Tech”), a Delaware limited liability company, Galileo International, LLC (“Galileo International”), a Delaware limited liability company, Orbitz, LLC (“Orbitz”), a Delaware limited liability company, ebookers Limited (“ebookers”), a company organized under English law, Donvand Limited (“GTA”), a company organized under English law, Travelport for Business, Inc. (“TFB”), a Delaware corporation, Orbitz Development, LLC (“Orbitz Development”), a Delaware limited liability company and Neat Group Corporation (“Neat Group”), a Delaware corporation. Each of Galileo International Tech, Galileo International, Orbitz, ebookers, GTA, TFB, Orbitz Development and Neat Group is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise def
Amendment #2 to Letter Agreement, dated June 23, 2009, between Orbitz Worldwide, Inc. and Roger Liew, as amendedLetter Agreement • August 8th, 2013 • Orbitz Worldwide, Inc. • Transportation services
Reference is made herein to that certain letter agreement, dated June 23, 2009, by and between you and the Company (as defined below) (as amended prior to the date hereof, the “Letter Agreement”). We are pleased to inform you that the Compensation Committee has approved the severance and Change in Control benefits as set forth below, effective as of January 1, 2012.
EXCHANGE AGREEMENTExchange Agreement • November 10th, 2009 • Orbitz Worldwide, Inc. • Transportation services • Delaware
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”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 9th, 2009 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • November 6th, 2014 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of ________, 201__ (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • November 10th, 2009 • Orbitz Worldwide, Inc. • Transportation services • Delaware
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”).
AMENDMENT #2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2013 • Orbitz Worldwide, Inc. • Transportation services
This AMENDMENT (this “Amendment”) by and between ebookers Limited (the “Company”) and Tamer Tamar (“Executive”) is entered into to amend the Contract of Employment, dated as of April 28, 2009 (the “Employment Agreement”), as amended to date, by and between the Company and Executive, effective as of the last date of execution indicated in the signature blocks below. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Employment Agreement.
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • February 27th, 2008 • Orbitz Worldwide, Inc. • Transportation services • Illinois
SOFTWARE LICENSE AGREEMENT (“Agreement”), dated as of July 23, 2007 by and between Orbitz Worldwide, LLC, a Delaware limited liability company with its address at 500 West Madison Street, Suite 1000, Chicago, IL 60661 (“Orbitz”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).
MASTER SUPPLY AND SERVICES AGREEMENTMaster Supply and Services Agreement • February 27th, 2008 • Orbitz Worldwide, Inc. • Transportation services • London
This Master Supply and Services Agreement (“Agreement”) is dated as of July 23, 2007 and effective as of the Effective Date (as hereinafter defined), is entered into by and among Orbitz Worldwide, LLC, a Delaware limited liability company with its principal place of business at 500 West Madison Street, Suite 1000, Chicago, Illinois 60661 (“Client”), Octopus Travel Group Limited, a company organized under the laws of England and Wales located at Gullivers House, 27 Goswell Road, London EC1M 7GT England (“Octopus”), and Donvand Limited, a company organized under the laws of England and Wales located at Gullivers House, 27 Goswell Road, London EC1M 7GT (“GTA” and, together with Octopus, “Supplier”).
MAINTENANCE, DATA AND OPERATIONS SERVICE LEVEL AGREEMENTMaintenance, Data and Operations Service Level Agreement • July 13th, 2007 • Orbitz Worldwide, Inc. • Transportation services • Delaware
MAINTENANCE, DATA AND OPERATIONS SERVICE LEVEL AGREEMENT (“Agreement”) entered into as of the 3rd day of October, 2002 by and between ITA Software, Inc. (“ITA”) and Galileo International, L.L.C. (“Galileo”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 25th, 2008 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of , 20 (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
OPTION AWARD AGREEMENTOption Award Agreement • November 9th, 2012 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS OPTION AWARD AGREEMENT (“Agreement”) is made as of ______________ (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EXECUTIVES IN AUSTRALIARestricted Stock Unit Award Agreement • August 8th, 2013 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of [GRANT DATE] (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
SUBSCRIBER SERVICES AGREEMENTSubscriber Services Agreement • May 5th, 2014 • Orbitz Worldwide, Inc. • Transportation services • Illinois
This Subscriber Services Agreement (“Agreement”), dated as of February 4, 2014 (the “Agreement Date”), is entered into among Orbitz Worldwide, LLC (“OWW”), a Delaware limited liability company with offices at 500 West Madison Street, Suite 1000, Chicago, Illinois 60661, Travelport, LP (“TLP”), a Delaware limited partnership with offices at 300 Galleria Parkway SE, Atlanta, Georgia USA 30339 and Travelport Global Distribution System, B.V. (“TBV”), a Netherlands company with offices at Taurusavenue 33A, 2132L2 Hoofddorp, The Netherlands (and together with TLP, referred to collectively in this Agreement as “Travelport”).
CONFIDENTIALLetter Agreement • March 5th, 2012 • Orbitz Worldwide, Inc. • Transportation services
Re: Second Amended and Restated Airline Charter Associate Agreement, dated as of December 19, 2003, between Orbitz, LLC and American Airlines, Inc. (“Charter Associate Agreement”);
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • July 13th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
This SOFTWARE LICENSE AGREEMENT (“Agreement”), made as of the 3rd day of October, 2002 by and between Galileo International, L.L.C., a Delaware limited liability company with its address at 1 Campus Drive, Parsippany, New Jersey (“Galileo”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • November 6th, 2014 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of [GRANT DATE] (the “Grant Date”) by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and the employee whose name is set forth on the signature page hereto (“Employee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2009 • Orbitz Worldwide, Inc. • Transportation services • Delaware
This STOCK PURCHASE AGREEMENT is dated November 4, 2009, by and among Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and Travelport Limited, a Bermuda company (“Travelport”).
AMENDMENT #4 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 6th, 2009 • Orbitz Worldwide, Inc. • Transportation services
THIS AMENDMENT #4 TO THE TRANSITION SERVICES AGREEMENT (the “Amendment”) is effective as of the second date of signature below (the “Amendment #4 Effective Date”), by and among Travelport Inc. (“Travelport”) and Orbitz Worldwide, Inc. (“Orbitz”).
TO SOFTWARE LICENSE AND SERVICES AGREEMENT AND TO MAINTENANCE, DATA AND OPERATIONS SERVICE LEVEL AGREEMENTSoftware License and Services Agreement • July 13th, 2007 • Orbitz Worldwide, Inc. • Transportation services
WHEREAS, the parties have entered into a Software License Agreement (the “Agreement”), and a Maintenance, Data and Operations Service Level Agreement (the “SLA”), both dated as of October 3, 2002;
