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”).
CREDIT AGREEMENT Dated as of July [ ], 2007 among ORBITZ WORLDWIDE, INC., as Borrower, UBS AG, STAMFORD BRANCH, as Administrative Agent and L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender THE OTHER LENDERS PARTY HERETO, CREDIT SUISSE SECURITIES...Credit Agreement • July 18th, 2007 • Orbitz Worldwide, Inc. • Transportation services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July [ ], 2007, among ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Borrower”), UBS AG, STAMFORD BRANCH as Administrative Agent, Collateral Agent and an L/C Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and LEHMAN BROTHERS INC., as Documentation Agent.
EMPLOYMENT AGREEMENT (Marsha Williams; Chief Financial Officer, Orbitz Worldwide)Employment Agreement • July 18th, 2007 • Orbitz Worldwide, Inc. • Transportation services • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 11, 2007 by and among Orbitz Worldwide, Inc. (the “Company”) and Marsha Williams (the “Executive”).
OPTION AWARD AGREEMENTOption Award Agreement • July 18th, 2007 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS OPTION AWARD AGREEMENT (“Agreement”) is made as of [ ], 200[ ] by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”) and the employee whose name is set forth on the signature page hereto (“Employee”).
RSU AWARD AGREEMENTRsu Award Agreement • July 18th, 2007 • Orbitz Worldwide, Inc. • Transportation services • Illinois
THIS RSU AWARD AGREEMENT (“Agreement”) is made as of [ ], 200[ ] by and between Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”) and the employee whose name is set forth on the signature page hereto (“Employee”).
