exv10w31






EXHIBIT 10.31




AMENDMENT NO. 1 TO




EXCHANGE AGREEMENT



     This Amendment No. 1 to Exchange Agreement (this “Amendment”) is made and entered into as of
January 15, 2010, by and among Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz”), and PAR
Investment Partners, L.P., a Delaware limited partnership (“PAR”). Capitalized terms used but not
defined herein shall have the meaning assigned to such terms in the Exchange Agreement.



RECITALS




     WHEREAS, the Parties entered into an Exchange Agreement, dated as of November 4, 2009
(the “Exchange Agreement”);



     WHEREAS, on December 31, 2009 PAR received a principal payment on the Debt, which payment
decreased the amount of the Debt to $49,564,139.74; and



     WHEREAS, in accordance with Section 10 of the Exchange Agreement, the parties wish to amend
the Exchange Agreement.



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as follows:



     1. Amendments to the Exchange Agreement. Section 1 of the Exchange Agreement is
hereby amended and restated in its entirety to read as follows:




“Exchange of Debt. Subject to the satisfaction or waiver of the
closing conditions set forth in paragraph 7 herein, PAR will exchange
$49,564,139.74 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 8,141,402
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. Miscellaneous.



          (a) Except as expressly modified herein, the Exchange Agreement is unchanged and remains in
full force and effect.




 









 








          (b) The captions contained in this Amendment are for convenience of reference only, shall not
be given meaning and do not form part of this Amendment.




          (c) This Amendment is made a part of, and is incorporated into, the Exchange Agreement and is
subject to all provisions therein, including the assignment and choice of law provisions thereof.
In the event of any dispute concerning the validity of this Amendment, this Amendment shall be
governed, including as to validity, interpretation and effect, by, and construed in accordance
with, the internal Laws of the State of Delaware applicable to agreements made and fully performed
within the State of Delaware.




          (d) Facsimile transmission of any signed original document and/or retransmission of any signed
facsimile transmission will be deemed the same as delivery of an original. This Amendment may be
executed in one or more counterparts, each of which when executed shall be deemed to be an
original, but all of which shall constitute but one and the same agreement.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




2









 





     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:  	SVP & CFO 	 
	 



	 	 	 	 	 
	 	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 	 
	 



Signature Page to Amendment No. 1 to the Exchange Agreement





 









 





     Consent by Travelport Limited and TDS Investor (Luxembourg) S.à.r.l. pursuant to Section 8(c)
of the Stock Purchase Agreement dated as of the first date written above.



	 	 	 	 	 
	 	TRAVELPORT LIMITED

 	 
	 	By:  	/s/ Eric Bock
 	 
	 	 	Name:  	Eric Bock 	 
	 	 	Title:  	EVP, General Counsel & Chief


Administrative Officer 	 
	 



	 	 	 	 	 
	 	TDS INVESTOR (LUXEMBOURG) S.À.R.L.

 	 
	 	By:  	/s/ Rochelle Boas
 	 
	 	 	Name:  	Rochelle Boas 	 
	 	 	Title:  	Manager 	 
	 



Signature Page to Amendment No. 1 to the Exchange Agreement