Amendment No. 1 to Exchange Agreement among Orbitz, Inc., Orbitz, LLC, and Airline Partners

Summary

This amendment updates the original Exchange Agreement dated November 25, 2003, between Orbitz, Inc., Orbitz, LLC, and several major airlines, including American, Continental, Delta, Northwest, and UAL Loyalty Services. The amendment revises certain terms regarding the exchange of Class A LLC Units for shares of Non-Voting Convertible Preferred Stock, specifying the number of shares and the exchange process. All other terms of the original agreement remain unchanged and in effect.

EX-10.37(B) 6 a2125017zex-10_37b.txt EX-10.37(B) EXHIBIT 10.37(b) AMENDMENT NO. 1 TO EXCHANGE AGREEMENT This AMENDMENT NO. 1 TO EXCHANGE AGREEMENT (this "AMENDMENT"), is made and entered into as of December 12, 2003, by and among Orbitz, Inc., a Delaware corporation (the "CORPORATION"), Orbitz, LLC, a Delaware limited liability company (the "OPERATING COMPANY"), American Airlines, Inc., a Delaware corporation ("AMERICAN"), Continental Airlines, Inc., a Delaware corporation ("CONTINENTAL"), Omicron Reservations Management, Inc., a Delaware corporation ("DELTA"), Northwest Airlines, Inc., a Minnesota corporation ("NORTHWEST"), and UAL Loyalty Services, Inc., a Delaware corporation ("UAL LOYALTY SERVICES"; and, together with American, Continental, Delta and Northwest, the "AIRLINES"). WHEREAS, the Corporation, the Operating Company and the Airlines are parties to that certain Exchange Agreement, dated as of November 25, 2003 (the "EXCHANGE AGREEMENT"); and WHEREAS, pursuant to Section 12(d) of the Exchange Agreement, the Corporation, the Operating Company and the Airlines desire to amend the Exchange Agreement as provided in this Amendment. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. AMENDMENTS TO THE EXCHANGE AGREEMENT. 1.1 The sixth "Whereas" clause in the Exchange Agreement is hereby amended to read in its entirety as follows: WHEREAS, in connection with the Public Offering, the Airlines desire to exchange (the "SERIES A PREFERRED EXCHANGE") certain of their Class A LLC Units, on a one-for-one basis, for Four Hundred Thirty Four Thousand Seven Hundred Eighty Two (434,782) shares of Non-Voting Convertible Preferred Stock; 1.2 Section 1(b) of the Exchange Agreement is hereby amended to read in its entirety as follows: (b) SERIES A PREFERRED EXCHANGE. Subject to the satisfaction of the conditions set forth in this Agreement, at the Closing, the Corporation and each Airline agree to exchange Class A LLC Units, on a one-for-one basis, for the number of shares of Non-Voting Convertible Preferred Stock equal to the whole number of shares rounded to the nearest number of such -1- Airline's Pro Rata Allotment (as such term is defined in Section 6(d) of the Corporation's Amended and Restated Stockholders Agreement, dated as of April 10, 2002, as amended (the "STOCKHOLDERS AGREEMENT") by and among the Corporation, the Operating Company and the Airlines) of Four Hundred Thirty Four Thousand Seven Hundred Eighty Two (434,782) shares of Non-Voting Convertible Preferred Stock. 2. DEFINITIONS. Any capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Exchange Agreement. 3. LIMITED AMENDMENT. This Amendment is limited by its terms and does not and shall not serve to amend or waive any provision of the Exchange Agreement except as expressly provided for in this Amendment. The Exchange Agreement, as amended by this Amendment, is hereby ratified and confirmed and shall continue in full force and effect. 4. COUNTERPARTS. This Amendment may be executed in one or more counterparts (including by means of facsimile signature pages), each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to each of the parties hereto. [the remainder of this page intentionally left blank] -2- IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to Exchange Agreement as of the date first written above. ORBITZ, INC. ORBITZ, LLC By: /s/ JEFFREY G. KATZ By: /s/ JEFFREY G. KATZ ---------------------------- --------------------------- Name: Jeffrey G. Katz Name: Jeffrey G. Katz Title: President and Title: President and Chief Executive Officer Chief Executive Officer AMERICAN AIRLINES, INC. By: /s/ BEVERLY K. GOULET -------------------------- Name: Beverly K. Goulet Title: Vice President-- Corporate Development and Treasurer CONTINENTAL AIRLINES, INC. By: /s/ JEFFERY A. SMISEK -------------------------- Name: Jeffery A. Smisek Title: Executive Vice President OMICRON RESERVATIONS MANAGEMENT, INC. By: /s/ VINCENT CAMINITI -------------------------- Name: Vincent Caminiti Title: President NORTHWEST AIRLINES, INC. By: /s/ J. TIMOTHY GRIFFIN -------------------------- Name: J. Timothy Griffin Title: Executive Vice President Marketing and Distribution UAL LOYALTY SERVICES, INC. By: /s/ DOUGLAS A. HACKER -------------------------- Name: Douglas A. Hacker Title: President -3-